Fortis Itc Merger Agreement

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This communication is not an acquisition-related proxy request. However, itC, Fortis, some of their respective directors and senior executives, as well as certain other members of management and employees, may be considered participants in obtaining voting rights in connection with the acquisition, in accordance with SEC rules. Information about ITC directors, executives and other executives and employees is included in their 2014 Management Report on Form 10-K, which was submitted to the SEC on February 26, 2015, and in the final power of attorney, see 2015, for the 2015 general meeting presented to the SEC on April 9, 2015. These documents are available free of charge from the sources mentioned above. Information about Fortis` directors and executives can be found in their Management Information Circular on March 20, 2015, available on its website at www.fortisinc.com. Additional information on the interests of potential participants in obtaining voting rights related to the acquisition is included in the proxy statement/prospectus and other relevant documents that are submitted to the SEC when available. “Today is another important milestone for Fortis and ITC. The strong results of the votes of ItC and Fortis shareholders, as well as the agreement with minority investor GIC Private Limited, show their confidence in this strategic acquisition,” said Barry Perry, President and CEO of Fortis. “We continue to focus on closing the transaction by the end of the year.” The agreement and the proposed merger relating to the transaction contain customary provisions. Fortis Inc. (“Fortis”) (TSX:FTS) and ITC Holdings Corp. (“ITC”) (NYSE:ITC) announced today that they have entered into an agreement and merger plan under which Fortis ITC will acquire approximately $11.3 billion in a transaction (the “acquisition”). As part of the transaction, ITC shareholders will receive 22.57 $US in cash and 0.7520 Fortis shares per ITC share.

With respect to the closing price of Fortis common shares and the exchange rate of the US/C dollar, the consideration per share corresponds to an increase of 33% per share over ITC`s unaffected closing price on November 27, 2015 and a 37% increase in the uninsured average closing price in the 30 days prior to November 27, 2015. Fortis submitted to the United States Securities and Exchange Commission (SEC) a registration statement on Form F-4, which stated a proxy statement from ITC and a prospectus from Fortis, as well as other documents relating to Fortis` acquisition of ITC, which was declared effective by the SEC on May 16, 2016.