Canadian Utilities Limited Announces Agreement to Combine ATCO Frontec Corp., ATCO Structures Inc. and ATCO Noise Management Ltd.

 
CALGARY, ALBERTA--(Marketwire - June 22, 2009) - Canadian Utilities Limited ("CU") announced today it has reached an agreement with ATCO Ltd. ("ATCO") to combine ATCO Frontec Corp., a wholly-owned subsidiary of CU, with ATCO Structures Inc. and ATCO Noise Management Ltd., both wholly-owned subsidiaries of ATCO. Once completed, CU and ATCO will have ownership interests of 24.5% and 75.5% respectively in a new company to be named ATCO Structures & Logistics Ltd.

"This amalgamation will assure expanded opportunities and improved operational efficiencies. The combination of knowledge and expertise from ATCO Frontec, ATCO Structures and ATCO Noise Management in one new company, ATCO Structures & Logistics, will provide customers with innovative solutions and logistics support for facilities, catering, housing, construction and site management," said Nancy Southern, President and Chief Executive Officer, Canadian Utilities Limited. "ATCO Structures & Logistics will immediately offer rapid response for facilities and infrastructure deployment to our customers throughout Canada, the United States and the world."

In July 2008, the boards of CU and ATCO announced the appointment of special committees of independent directors to evaluate a potential transaction involving ATCO Frontec and ATCO Structures. The special committees retained independent financial advisors and legal counsel. In completing their evaluation of the transaction, the special committees determined that the transaction should be completed through a combination of ATCO Frontec and ATCO Structures by way of amalgamation. Scotia Capital acted as financial advisor to CU and has provided the special committee with its opinion that the consideration to be received pursuant to the transaction is fair, from a financial point of view, to CU. The special committee has recommended the transaction to the board of directors of CU as being in the best interests of CU, and the CU board of directors has accepted the recommendation and approved the transaction.

Upon completion of the transaction, CU will recognize a gain, for accounting purposes, of approximately $29 million. This accounting gain will be reported in the third quarter of 2009.

CU and ATCO will enter into a shareholders' agreement to establish the governance framework for the new company. The agreement will provide CU and ATCO with proportionate board representation rights and certain other rights with respect to share issuances and transfers. The transaction is subject to the completion of documentation and receipt of all necessary approvals, including those from lenders and third parties, and is expected to be completed on or about July 1, 2009.

ATCO Frontec specializes in the rapid mobilization and delivery of site support and camp services to the resource, defence, transportation and telecommunications sectors. ATCO Structures manufactures, sells and leases workforce housing and modular buildings around the world. ATCO Noise Management provides acoustical consulting services and turnkey noise control for industrial facilities, addressing environmental impact and worker exposure from noise.

Canadian Utilities Limited is part of the ATCO Group of Companies (www.atco.com). Canadian Utilities Limited is a Canadian-based worldwide organization of companies with assets of approximately $9.0 billion and more than 6,800 employees, actively engaged in three main business divisions: Power Generation, Utilities (natural gas and electricity transmission and distribution) and Global Enterprises (technology, logistics and energy services). More information about Canadian Utilities Limited can be found on its website, www.canadian-utilities.com.

Forward-Looking Information:

Certain statements contained in this news release may constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Corporation believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. In particular, there can be no assurance that a transaction will be completed.

Any forward-looking information contained in this news release represents the Corporation's expectations as of the date hereof, and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

ATCO Structures Inc. and ATCO Frontec Harry Wilmot President and Chief Operating Officer (403) 292-7657