Allete Inc.
10/06/2025 | Press release | Distributed by Public on 10/06/2025 04:58
Material Event (Form 8-K)
Item 8.01 Other Events.
Stub Period Dividend
As previously disclosed, on May 5, 2024, ALLETE, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Alloy Parent LLC, a Delaware limited liability company ("Parent"), and Alloy Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a subsidiary of Parent.
Pursuant to the Merger Agreement, and subject to the consummation of the Merger (the "Closing"), the Company is entitled to declare a "stub period" dividend to holders of the Company's common stock as of immediately prior to the effective time of the Merger (the "Effective Time") equal to the product of (1) the number of days from the record date for payment of the last quarterly dividend paid by the Company prior to the Effective Time, multiplied by (2) a daily dividend rate determined by dividing the amount of the last quarterly dividend paid prior to the Effective Time by ninety-one (91) (the "Stub Period Dividend").
On October 5, 2025, the Board of Directors of the Company (the "Board") fixed the close of business on October 16, 2025 as the record date (the "Record Date") for determining the holders of the Company's common stock entitled to be paid the Stub Period Dividend, if the Stub Period Dividend is declared by the Board. As of the date hereof, the Board has not declared the Stub Period Dividend or fixed the amount of the Stub Period Dividend or its payment date.
In order to be paid the Stub Period Dividend, if declared, holders of the Company's common stock must hold their shares to Closing. The amount and payment date of the Stub Period Dividend, if declared, will be disclosed by the Company prior to the Closing.
Payment of the Stub Period Dividend, if declared, will be conditioned upon the consummation of the Closing, which is subject to the satisfaction or waiver of certain conditions, including receipt of the written order approving the Merger by the Minnesota Public Utilities Commission. There can be no assurance that the Stub Period Dividend will be declared by the Board or, if so declared, what the amount will be. The foregoing assumes that the Merger would not have been consummated prior to the Record Date in accordance with the terms of the Merger Agreement.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
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