Crius Energy Trust (the "Trust" or "Crius Energy") announced the results of its special meeting of unitholders of the Trust ("Unitholders") held to approve the Vistra Transaction (as defined herein) (the "Meeting").
The purpose of the Meeting was to consider and vote upon a special resolution of Unitholders (the "Transaction Resolution") approving the transactions contemplated in the purchase agreement made as of February 7, 2019 (as amended on February 19, 2019, and as may be further amended in accordance with its terms) (the "Purchase Agreement") among the Trust, Crius Energy Commercial Trust, Vistra Energy Corp. (the "Purchaser Parent") and Vienna Acquisition B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of the Purchaser Parent (such transactions, collectively, the "Vistra Transaction").
A total of 29,615,241 Units were present in person or represented by proxy at the Meeting, representing approximately 52.32% of the issued and outstanding Units.
For the Vistra Transaction to proceed, the Transaction Resolution required the approval of (i) a majority of at least two-thirds (66 ?%) of the votes cast at the Meeting, either by Unitholders attending in person or voting by proxy, and (ii) a simple majority (50%) of the votes cast at the Meeting, either by Unitholders attending in person or voting by proxy, excluding any votes cast by Mr. Michael Fallquist.
Both votes saw over 98% of votes being cast for approval of the Vistra Transaction, resulting in shareholder approval of the transaction
Crius also provided an update on regulatory approvals for the transaction. The parties filed the required notification and report forms with the Antitrust Division of the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the waiting period under the HSR Act expired at 11:59 p.m. on March 21, 2019.
Having obtained the requisite approval of the Transaction Resolution at the Meeting, the parties are continuing to work diligently towards closing the Vistra Transaction. To that end, the parties are awaiting approval from the Federal Energy Regulatory Commission ("FERC") in order to consummate the Vistra Transaction. The parties expect to close the Vistra Transaction no later than the fifth business day after the receipt of such FERC approval, subject to the satisfaction or waiver of other customary closing conditions.