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Black Hills Corp. attempting takeover of NorthWestern Corp.

NorthWestern Corp., which owns Montana’s largest utility, said Wednesday its board of directors will evaluate a new takeover bid — this one from Black Hills Corp.

Both utility companies are based in South Dakota. Black Hills Corp. has its headquarters in Rapid City, while NorthWestern has its corporate offices in Sioux Falls, although most of its utility business is in Montana. In 2002, NorthWestern bought the former Montana Power Co.’s electricity and natural gas transmission and distribution utility.

NorthWestern has twice spurned offers from Montana Public Power Inc., a coalition of five Montana cities, seeking to buy its electric and natural gas transmission and distribution utilities.

Black Hills Corp. offered NorthWestern shareholders between $33 and $35 per share of common stock of the combined company in what NorthWestern termed a “strategic merger.” The exact amount would be determined after “mutual due diligence” for the requested negotiations, Black Hills told NorthWestern. Due diligence means letting each company check out the other’s financial books.

NorthWestern said its board of directors would meet with its financial adviser and legal counsel to evaluate the proposal and potential strategic initiatives.

“It reinforces what we’ve been saying all along,” Missoula Mayor Mike Kadas, chairman of Montana Public Power Inc., said of Black Hills’ proposal. “NorthWestern wasn’t going to continue as a stand-alone company. Montanans’ ability to control their own energy future continues to get passed around.”

By CHARLES S. JOHNSON – IR State Bureau

Full Story: http://helenair.com/articles/2005/11/23/montana_top/a01112405_01.txt

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Plot thickens in utility purchase

By RICHARD ECKE
Tribune Staff Writer

After months fending off a purchase attempt by five Montana cities, NorthWestern Corp. said Wednesday it will consider merging with another South Dakota-based utility, Black Hills Corp.

Black Hills Corp. asked NorthWestern "to commence negotiations of a strategic merger between the two companies," according to a news release from Sioux Falls-based NorthWestern.

"Black Hills’ request contemplates that NorthWestern’s stockholders would receive between $33 and $35 per share in common stock of the combined company," the release said. "Black Hills has indicated that the exact amount would be determined after mutual due diligence in conjuction with the requested negotiations."

NorthWestern so far has snubbed an offer of $32.50 per share from the five Montana cities, despite urging from its largest shareholder to consider the offer. The company has refused to engage in talks with Montana Public Power Inc., formed by the cities of Great Falls, Missoula, Bozeman, Helena and Butte-Silver Bow.

Montana Public Power supporters were not overjoyed by the announcement, but they weren’t throwing in the towel, either.

"We really think it’s important that Montanans own the (NorthWestern) assets that are here in Montana," said Cheryl Patton, assistant city manager in Great Falls.

Full Story: http://www.greatfallstribune.com/apps/pbcs.dll/article?AID=/20051124/NEWS01/511240304/1002

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Utilities considering merger

By JOE KAFKA of the Associated Press

PIERRE, S.D. – NorthWestern Corp. said Wednesday it has received a request from Black Hills Corp. to negotiate a potential merger of the two utility companies.

Black Hills Corp. estimates NorthWestern’s stockholders would get $33 to $35 a share in common stock of the combined company, NorthWestern said.

NorthWestern’s board of directors will meet later to evaluate the proposal and other strategic alternatives, the company said.

Bobbi Schroeppel, a spokeswoman for Northwestern, which does business as NorthWestern Energy, said she could not add any details to the announcement. She said she did not know when the Northwestern board would meet on the matter.

She would not say whether NorthWestern had been in active negotiations with Black Hills prior to Wednesday’s statement.

Schroeppel noted, however, that the "contemplated" price per share of $33 and $35 under the proposal by Black Hills is better than the $32.50 per-share offer from Montana Public Power Inc., a consortium of Montana cities that wants to buy NorthWestern’s utilities.

Full Story: http://missoulian.com/articles/2005/11/24/breaker/doc438502c515c25592115959.txt

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