Gas Natural Inc. Bylaw Amendment Protects All Shareholders' Interests

Prevents small, concentrated group from disrupting strategic progress

Aug 07, 2014, 06:55 ET from Gas Natural Inc.

MENTOR, Ohio, Aug. 7, 2014 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utility companies serving approximately 73,000 natural gas customers in seven states, announced that effective August 4, 2014, the Board of Directors amended the Company's Code of Regulations to increase the voting stock ownership threshold that enables a shareholder of the Company to call a special meeting of the shareholders from 10% to 25%.

Mr. W. Gene Argo, Chairman of the Board of Gas Natural, commented, "The Board firmly believes that this ownership threshold change better protects all of our shareholders' interests.  The timing for this amendment is most appropriate, particularly in light of the recent grossly inadequate and self-interested offers from Algonquin Power & Utilities Corp.  We are making great progress as a Company executing our growth plan to maximize shareholder value."   

As the Company has previously disclosed, Algonquin Power & Utilities Corp. ("Algonquin") has made several offers to buy the Company that the Board has rejected as inadequate and not in shareholders' best interests.  On August 1, 2014, the Company received a letter from Algonquin dated July 30, 2014, seeking to call a special meeting of shareholders to remove the current Board and to elect Algonquin's planned nominees to the Board.  Algonquin failed to propose any nominees for election to the Board and the Company's shareholders properly elected the current directors at the annual meeting of shareholders held just last week, on July 30, 2014. 

Mr. Argo added, "A special meeting of shareholders is an extraordinary event that is both costly and time-consuming.  This change in our bylaws is intended to strike an appropriate balance for the majority of our shareholders without the disruptive and potentially value destructive impacts of an unnecessary meeting.  The Board can and will consider any offer that it believes to be in the best interest of our shareholders."

Mr. Argo concluded, "We are transforming quickly as a Company, maintaining a strong focus on our growth plans, capital priorities, regulatory compliance processes and operational efficiencies.  

  • Our recently appointed executive leadership has been rapidly transforming Gas Natural.  We are building a culture of trust and transparency, both internally and externally with employees, regulators and shareholders.  We have enhanced our processes and controls to address regulators' preferences and believe the advances being made with the Public Utility Commission of Ohio as they perform their audit are proving worthwhile.  With Kevin Degenstein's return, we expect we can accelerate our efforts on the operational and regulatory front.
  • We are profitably growing our Maine and North Carolina markets.  These underpenetrated markets are excited to have low cost, clean-burning natural gas for their homes and businesses.  In addition, we are growing our total customer base by approximately 4% to 5% per year, a great growth rate in the utility industry.   
  • We have secured rates for Maine and North Carolina that enable us to earn returns that support growth and investments in the expansion of our distribution system in those markets.
  • We have an extremely solid, safe operation in Montana that serves its customers with some of the lowest rates in the state. 
  • We are expanding assets that will provide the greatest return on investment, while considering alternatives for less strategic assets.
  • With a Board which is fully aligned on the direction of the Company and executive leadership that can deliver on our strategic plans, we expect our efforts will be demonstrated through our ability to drive quality earnings and return value to our shareholders."

The amendment is detailed fully in the Company's Form 8-K filed with the Securities and Exchange Commission on August 7, 2014.

About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to end-use residential, commercial, and industrial customers.  It distributes approximately 36 billion cubic feet of natural gas to approximately 73,000 customers through regulated utilities operating in Montana, Wyoming, Ohio, Pennsylvania, Maine, North Carolina and Kentucky.  The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing.  The Company's Montana public utility was originally incorporated in 1909.  Its strategy for growth is to expand throughput in the Maine and North Carolina markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets.

Gas Natural Inc. regularly posts information on its website at

Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include but are not limited to the Company's ability to successfully integrate the operations of the companies it has recently acquired and consummate additional acquisitions, the Company's continued ability to make dividend payments, the Company's ability to implement its business plan, fluctuating energy commodity prices, the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers, changes in the utility regulatory environment, wholesale and retail competition, the Company's ability to satisfy its debt obligations, including compliance with financial covenants, weather conditions, litigation risks, and various other matters, many of which are beyond the Company's control, the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission, and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

For more information, contact:

Gas Natural Inc.

Investor Relations: 

James E. Sprague, Chief Financial Officer

Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC

Phone: (440) 974-3770

Phone:  (716) 843-3908 / (716) 843-3942


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SOURCE Gas Natural Inc.