Filed by Chesapeake Utilities Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Florida Public Utilities Company
Commission File No.: 001-10608
Date: June 1, 2009
Memo
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To:
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All Employees |
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From:
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John Schimkaitis and Jack English |
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Date:
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June 1, 2009 |
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Re:
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Update on Chesapeake Utilities Corporation and Florida Public Utilities (FPU) Merger |
We would like to take this opportunity to update you on our progress on several fronts. We continue
to target the fourth quarter as the expected closing of the merger. Before the deal is completed,
though, there are a number of steps and requirements along the way. We have highlighted some of
the progress made to date and will do our best to keep you informed, as much as we can, given the
nature of the transaction. First, the Joint Proxy the document that we will send to all
Chesapeake and FPU shareholders seeking their approval is currently being drafted. Once the
document is ready for filing and other required associated activities have been completed, we will
file the document with the Securities Exchange Commission (SEC). We expect to engage in an
interactive review process with the SEC. Once finalized, the document would be mailed to
Chesapeakes and FPUs shareholders.
In terms of regulatory approvals, no additional filings or actions are required at this time with
the Florida Public Service Commission and the Federal Energy Regulatory Commission in regards to
approval of the transaction or securities to be issued by Chesapeake in conjunction with the
merger. We have submitted the necessary regulatory filings with the Delaware and Maryland Public
Service Commissions. We also filed notification of the proposed merger with the Federal Trade
Commission (FTC) pursuant to Hart-Scott Rodino filings on May 4th. To date, we have
received no further communications from the FTC on this filing. Finally, as we move closer to the
target closing date, we will also be filing with the New York Stock Exchange to list the Chesapeake
shares that will be exchanged for the outstanding FPU shares.
As we move forward, we are turning our focus to the evolution of our two companies and will
announce the members of the transition teams in the next few weeks. In advance of these teams
forming and beginning down the path of integration, we would like to thank you in advance for your
support. Your assistance and willingness to provide any information that is requested or needed, no
matter what part or role you play, goes a long way and will help to ensure a smooth transition for
everyone.
This is an exciting time for all of us. We expect that the shared future of Chesapeake and FPU will
result in a new company of which we can all be proud. We appreciate your continued support and
enthusiasm.
IMPORTANT INFORMATION:
Additional Information and Where to Find It
In connection with the proposed merger, Chesapeake will file a registration statement on Form S-4
with the SEC, which will include a joint proxy statement of Chesapeake and Florida Public Utilities
and a prospectus, as well as other materials. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, FLORIDA PUBLIC UTILITIES AND THE
PROPOSED MERGER. Investors will be able to obtain free copies of the registration statement and
proxy statement/prospectus (when available) as well as other filed documents containing information
about Chesapeake and Florida Public Utilities at http://www.sec.gov, the SECs Web site. Free
copies of Chesapeakes SEC filings are also available on Chesapeakes Web site at
investor.shareholder.com/CPK/sec.cfm and free copies of Florida Public Utilities SEC filings are
also available on Florida Public Utilities Web site at www.fpuc.com/about_us/invest.asp.
Participants in the Solicitation
Chesapeake and Florida Public Utilities and their respective directors, executive officers, other
members of management and employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies with respect to the proposed merger. Information about the directors and
executive officers of Florida Public Utilities is set forth in the proxy statement for Florida
Public Utilities 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on
April 6, 2009 and Form 10-K filed with the SEC on March 20, 2009. Information about the directors
and executive officers of Chesapeake is set forth in the proxy statement for Chesapeakes 2009
Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on March 27, 2009 and Form
10-K filed with the SEC on March 9, 2009. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the merger may be obtained by
reading the registration statement, joint proxy statement/prospectus and other materials to be
filed with the SEC regarding the proposed merger when it becomes available. You may obtain free
copies of these documents as described previously.