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MORAINE — Shareholders of DPL Inc., parent of the Dayton Power & Light Co., have approved a $3.5 billion acquisition of the company by AES Corp. that would end the electric utility’s century of independent existence, DPL officials announced Friday during the company’s shareholders meeting.
The buyout still requires approval by state and federal regulators. DPL, along with the utility, would become a wholly owned AES subsidiary.
A number of shareholders attending the meeting at the Mandalay Banquet Center in Moraine called out to DPL’s board chairman, Glenn Harder, to complain that they weren’t allowed to ask questions until after the vote was taken on the merger proposal. Harder replied that enough shareholders had voted in favor of the merger, during the weeks prior to the meeting, that DPL already had more than the required two-thirds share needed to approve the deal, even if all the shareholders at the meeting voted no.
Paul Barbas, DPL’s chairman and chief executive officer, said in an interview afterward that, of the 87 percent of DPL’s nearly 118 million common shares outstanding that were voted on the merger proposal, at least 90 percent were in favor. DPL won’t disclose the precise vote totals until early next week in a filing with the U.S. Securities and Exchange Commission.
AES, an Arlington, Va.-based company with electricity generating and distribution operations on five continents, offered $30 in cash for each DPL common share to absorb the company as an operating business. They hope to conclude the deal by no later than the first quarter of 2012, at which time DPL shareholders would receive their money. AES will also assume $1.2 billion in DPL debt.
Barbas said he still doesn’t know whether AES will keep him and other senior DPL executives on after the merger is concluded. That hasn’t been discussed because of possible conflicts of interest, since Barbas was personally involved in negotiating the deal announced in April with AES, he said.
“My fate hasn’t been decided,” Barbas said.
He and 10 other senior DPL executives who might be asked to leave after the merger could receive as much as $41.9 million combined in parting payments, according to DPL filings with the SEC.
The DP&L utility has more than 500,000 residential and commercial customers in western Ohio. Its electric rates are locked in through the end of 2012, having been approved by Ohio regulators.
AES, a Fortune 200 company based in Arlington, Va., has annual revenue of $17 billion and 29,000 employees along with electricity generating and distribution operations across five continents, compared with $1.8 billion and 1,500 employees for DPL. AES also owns Indianapolis Power & Light Co., which it bought in 2001.
The city of Dayton has secured agreements with AES and DPL that will protect the annual payroll tax revenues the city receives from DPL through the end of 2016; give the city 180 days’ advance notice if AES plans to relocate DPL’s headquarters before the end of 2017, and limit any layoffs AES might plan in DPL’s work force until three years after the merger.
AES has also said it will maintain DPL’s current levels of corporate giving to community programs for at least two years after the merger. The corporate support to the arts and other organizations is likely to continue at current levels well beyond that because AES wants to be a good member of the community, company spokesman Greg Fennig said.
DPL shareholders also re-elected three company directors, Barbara Graham, Barbas and Harder, to three-year terms that expire in 2014.
Contact this reporter at (937) 225-2242 or jnolan@DaytonDailyNews.com.
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