Emera Announces Transaction to Acquire All Remaining Outstanding Shares of Emera (Caribbean) Inc.

HALIFAX, Nova Scotia BRIDGETOWN, Barbados–(BUSINESS WIRE)–Emera Inc. (“Emera”) (TSX: EMA) and Emera (Caribbean) Inc. (“ECI”) (BSE:
ECI) today announced that they will proceed with a “going private
transaction” pursuant to which ECI will amalgamate (the “Amalgamation”)
with Emera (Caribbean) (2016) Inc., a wholly owned subsidiary of Emera
(Barbados) Holdings No. 2 Inc. (“EBH2”) under the Companies Act
(Barbados). The Amalgamation will allow EBH2, a wholly owned indirect
subsidiary of Emera, to acquire all of the common shares of ECI (“Common
Shares”) that it does not already own.

ECI has called a special meeting of its shareholders to consider the
Amalgamation. EBH2 currently owns 16,332,304 Common Shares representing
approximately 95.6% of the issued and outstanding Common Shares.
EBH2 acquired 2,553,197 of such Common Shares under its recently
completed offer to purchase outstanding shares of ECI (the “Offer”).
Based on the number of Common Shares held by EBH2, ECI expects that EBH2
will have enough votes to approve the Amalgamation without requiring the
support of other ECI shareholders.

Pursuant to the Amalgamation, holders of Common Shares (“Common
Shareholders”) who do not dissent will receive redeemable Class A
preference shares (the “Class A Shares”) of the company that will result
from the Amalgamation (“Amalco”). The Class A Shares will be redeemed
following the Amalgamation for consideration identical to the
consideration offered to Common Shareholders pursuant to the Offer.
Common Shareholders may elect to receive BB$33.30 in cash per Common
Share (the “Cash Alternative”) or 2.100 depositary receipts (“DRs”)
representing common shares in Emera (the “DR Alternative”) or a
combination of the Cash Alternative and the DR Alternative. The
consideration offered pursuant to the Amalgamation to the Common
Shareholders represents a 30% premium to the price that the Common
Shares last traded on the Barbados Stock Exchange (the “BSE”) prior to
the announcement of the Offer. The total consideration to be paid to
Common Shareholders pursuant to the Amalgamation will be approximately
BB$24.9 million.

ECI has also called a special meeting of the holders (the “Preference
Shareholders” and together with the Common Shareholders, the
“Shareholders”) of its 5.5% Cumulative Preference Shares (the
“Preference Shares”) to approve, among other things, changes (the
“Amendments”) to the terms of the Preference Shares to allow the
Preference Shares to be redeemable at the option of ECI should the
Amalgamation proceed. If the Amendments are approved by at least
two-thirds of the votes cast at the meeting, the Preference Shareholders
who do not dissent will receive redeemable Class B preference shares
(the “Class B Shares”) of Amalco which will be redeemed immediately
following the Amalgamation. Preference Shareholders may elect to receive
BB$4.80 in cash per Preference Share (the “Preference Cash Alternative”)
or 0.314 DRs (the “Preference DR Alternative”) or a combination of the
Preference Cash Alternative and the Preference DR Alternative. The
consideration offered pursuant to the Amalgamation to the Preference
Shareholders represents a 20% premium to the issue price. The total
consideration for the Preference Shares redeemed pursuant to the
Amalgamation would be BB$480,000.

If the Preference Shareholders do not approve the amendments, they will
receive 5.5% Cumulative Shares of Amalco, which are identical to the
Preference Shares and will continue to trade on the BSE.

Each DR will initially represent one quarter of an Emera common share.
The DRs are listed on the BSE. Common Shareholders and Preference
Shareholders resident in the United States will be deemed to have
elected the Cash Alternative or the Preference Cash Alternative,
respectively.

Shareholders wishing to elect to receive the DR Alternative or the
Preference DR Alternative must deliver to FirstCaribbean International
Trust and Merchant Bank (Barbados) Limited (the “Manager”) prior to 5:00
p.m. (Bridgetown time) on February 25, 2016 a properly completed
election notice which will accompany the management proxy circular (the
“Circular”) being mailed to Shareholders in connection with the meetings
being held to approve the Amalgamation and the Amendments, together with
the certificates representing such Shareholder’s Common Shares or
Preference Shares (if any).The proposed Amalgamation is expected to be
completed on or about March 14, 2016, subject to receipt of the approval
of two-thirds of the votes cast by Common Shareholders and Preference
Shareholders, voting as a single class. The special meeting of the
Common Shareholders and Preference Shareholders to approve the
Amalgamation has been called for February 24, 2016 at the Island Inn
Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:45 pm
AST. The special meeting of the Preference Shareholders to approve the
Amendments will also be held on February 24, 2016 at the Island Inn
Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:00 pm
AST. The record date for determining the Common Shareholders and
Preference Shareholders entitled to vote at the meetings, as applicable,
will be February 2, 2016. ECI expects that Barbados Central Securities
Depository Inc., in its capacity as depositary, will begin mailing
cheques and issuing DRs to Common Shareholders and, if applicable,
Preference Shareholders who have validly deposited their notice of
election and share certificates as soon as practicable following the
completion of the Amalgamation and redemption. Further information about
the Amalgamation and the Amendments can be found in the Circular, a copy
of which will be available on the ECI website at www.emeracaribbean.com.
Following the Amalgamation, ECI intends to apply to have the Common
Shares delisted from the BSE. If the Amendments are approved, ECI also
intends to apply to have the Preference Shares delisted from the BSE.

ECI is the holding company for several of Emera’s investments in the
Caribbean region, including its investments in The Barbados Light
Power Company Ltd., Dominica Electricity Services Ltd., and St. Lucia
Electricity Services Ltd.

Forward Looking Information
This news release contains
forward looking information within the meaning of applicable securities
laws. Actual future results may differ materially. Forward-looking
statements include, but are not limited to, statements with respect to
the market for and listing of the DRs and the value of the common shares
of Emera underlying the DRs. These factors should be considered
carefully and undue reliance should not be placed on the forward-looking
statements. By its nature, forward-looking information requires Emera to
make assumptions and is subject to inherent risks and uncertainties.
These statements reflect Emera management’s current beliefs and are
based on information currently available to Emera management. There is
risk that predictions, forecasts, conclusions and projections that
constitute forward-looking information will not prove to be accurate,
that Emera’s assumptions may not be correct and that actual results may
differ materially from such forward-looking information. Additional
detailed information about these assumptions, risks and uncertainties is
included in Emera’s securities regulatory filings, including under the
heading “Business Risks and Risk Management” in Emera’s annual
Management Discussion and Analysis, and under the heading “Principal
Risks and Uncertainties” in the notes to Emera’s annual and interim
financial statements, which can be found on SEDAR at www.sedar.com.
Except as required by law, Emera disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

About Emera (Caribbean) Inc.
Emera (Caribbean) Incorporated
(ECI) is an energy and services company based in Barbados, West Indies.
The Company’s holdings include The Barbados Light Power Co. Ltd.
(wholly owned); Emera Caribbean Renewables Limited (wholly owned); a
51.91% interest in Dominica Electricity Services Limited; and a 19.1%
interest in St. Lucia Electricity Services Limited. Emera Inc. of
Halifax, Nova Scotia holds 95.6% of the interest in ECI. In alignment
with Emera, ECI utilities’ purpose is to meet the energy needs of its
customers today, and provide solutions to power a sustainable future.
ECI operates on a foundation of operational and service excellence that
focuses on safety and health, stakeholder relationships, and investment
in its people. ECI’s shares are traded on the Barbados Stock Exchange
under the symbol ECI. Additional information can be accessed at www.emeracaribbean.com.

About Emera Inc.
Emera Inc. is geographically diverse energy
and services Company headquartered in Halifax, Nova Scotia with
approximately $11 billion in assets and 2014 revenues of $2.97 billion.
The company invests in electricity generation, transmission and
distribution, as well as gas transmission and utility energy services.
Emera’s strategy is focused on the transformation of the electricity
industry to cleaner generation and the delivery of that clean energy to
market. Emera has investments throughout northeastern North America, and
in four Caribbean countries. Emera continues to target having 75-85% of
its adjusted earnings come from rate-regulated businesses. Emera common
and preferred shares are listed on the Toronto Stock Exchange and trade
respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C,
EMA.PR.E, and EMA.PR.F and the instalment receipts are listed and trade
under the symbol EMA.IR. Additional Information can be accessed at www.emera.com
or at www.sedar.com.

For Shareholders looking for further information regarding the
Amalgamation or the Amendments, please contact:

CIBC FirstCaribbean International Trust and Merchant Bank (Barbados)
Limited
Wealth Management Office
3rd Floor FirstCaribbean
International Bank
Broad Street, Bridgetown
Tel: (246)
467–8735 or (246) 467-8788; Fax: (246) 467 -8839; Email: securities@cibcfcib.com

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