Two Independent Proxy Advisors Announce Their Support for Strategic Merger
With Florida Public Utilities; Recommend Chesapeake Shareholders Vote For the Merger
at Special Meeting on October 22, 2009
Dover, DE, October 12, 2009 – Chesapeake Utilities Corporation (NYSE: CPK) today announced that Glass, Lewis & Co. and PROXY Governance, Inc., two independent proxy advisory firms, have each recommended that Chesapeake shareholders vote “FOR” the strategic merger with Florida Public Utilities (NYSE Amex: FPU) at Chesapeake’s Special Meeting of Shareholders on October 22, 2009.
“We are very pleased that these two independent shareholder advisory firms have determined that this transaction is in the best interests of Chesapeake’s shareholders and recommended that they vote for our strategic merger with Florida Public Utilities,” said John R. Schimkaitis, President and Chief Executive Officer of Chesapeake. “Their recommendations support our Board of Directors’ unanimous decision that Chesapeake’s merger with Florida Public Utilities enhances shareholder value and should, therefore, be supported.”
Glass, Lewis, in its report recommending that Chesapeake shareholders vote for the merger with Florida Public Utilities, concluded, in part, “We believe the proposed transaction and share issuance are in the best interests of shareholders. Accordingly, we recommend that shareholders vote FOR this proposal.”
PROXY Governance, in its report recommending that Chesapeake’s shareholders approve of the merger with Florida Public Utilities, concluded, in part, “We support the deal on the basis of its strategic and synergistic benefits, which should benefit long-term shareholders.”
Chesapeake Utilities Corporation encourages all stockholders to follow the recommendations of Glass, Lewis and PROXY Governance and vote their shares promptly by phone, via Internet, or by mailing their proxy card; or to contact Chesapeake’s proxy solicitors, Georgeson Inc., toll free at 888.666.2580, if they have any questions or need any assistance in voting their shares.
About Chesapeake Utilities Corporation (www.chpk.com)
Incorporated in 1947, Chesapeake is a diversified utility company engaged in natural gas distribution, transmission and marketing, propane distribution and wholesale marketing, advanced information services and other related businesses. In total, Chesapeake currently serves approximately 100,000 distribution customers with either natural gas or propane gas. Chesapeake employs 448 people and posted $291.4 million in revenue for 2008.
Chesapeake’s natural gas distribution operations serve approximately 65,000 residential, commercial and industrial customers in Delaware, Maryland and Florida. Eastern Shore Natural Gas Company, Chesapeake’s natural gas transmission subsidiary, transports and delivers natural gas through 379 miles of transmission pipeline to industrial customers and natural gas distribution companies including Chesapeake’s Delaware and Maryland divisions, and owns and operates the only transmission pipeline south of the Chesapeake and Delaware Canal. Sharp Energy, Chesapeake’s propane distribution subsidiary, distributes propane to approximately 35,000 residential, commercial and industrial customers in Delaware, Maryland, Virginia, Pennsylvania and Florida. Chesapeake’s other subsidiaries include Peninsula Energy Services Company, Inc. (PESCO), a natural gas marketing company; Peninsula Pipeline Company, Inc., an intrastate pipeline company in Florida; Xeron, Inc., a propane wholesale marketing company in Houston, Texas; and BravePoint®, Inc., Chesapeake’s advanced information services subsidiary based in Atlanta.
IMPORTANT INFORMATION:
Additional Information and Where to Find It
In connection with the proposed merger, Chesapeake Utilities Corporation (“Chesapeake”) has filed a registration statement on Form S-4 (Registration No. 333-160795) with the SEC, containing a joint proxy statement of Chesapeake and Florida Public Utilities and a prospectus of Chesapeake, which was declared effective on September 10, 2009. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, FLORIDA PUBLIC UTILITIES AND THE PROPOSED MERGER. Investors are able to obtain free copies of the registration statement and proxy statement/prospectus as well as other filed documents containing information about Chesapeake and Florida Public Utilities at https://www.sec.gov, the SEC’s website. Free copies of Chesapeake’s SEC filings are also available on Chesapeake’s website at https://chpk.com/investors/filings-publications/sec-filings/ and free copies of Florida Public Utilities’ SEC filings are also available on Florida Public Utilities’ website atwww.fpuc.com/about_us/invest.asp.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Chesapeake and Florida Public Utilities and their respective directors, executive officers, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies with respect to the proposed merger. Information about the directors and executive officers of Florida Public Utilities is set forth in the proxy statement for Florida Public Utilities’ 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on April 6, 2009 and Form 10-K filed with the SEC on March 20, 2009. Information about the directors and executive officers of Chesapeake is set forth in the proxy statement for Chesapeake’s 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on March 27, 2009 and Form 10-K filed with the SEC on March 9, 2009. Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the registration statement, joint proxy statement/prospectus and other materials filed with the SEC regarding the proposed merger. You may obtain free copies of these documents as described above.
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For more information
Contact:
Beth W. Cooper
Senior Vice President and Chief Financial Officer
Chesapeake Utilities Corporation
302.734.6799, [email protected]
Investor Inquiries:
Jason Alexander
Managing Director – Corporate Proxy
Georgeson Inc.
212.440.9903, [email protected]
