Northwestern Energy Group, Inc. · NASDAQ:NWE
Northwestern Energy — Merger or Acquisition (May 2006)
23 slides from Northwestern Energy's merger presentation, May 10, 2006
Slide 1: NorthWestern's Future Unfolds
NorthWestern Energy NorthWestern’s Future Unfolds
Slide 2: Agenda
Agenda ° Executive Summary ¢ Who is Babcock & Brown Infrastructure (BBI) * Outcomes = What the transaction means to our employees and retirees = What the transaction means to the communities we serve = What the transaction means to our shareholders * Sale Process * Questions
Slide 3: Special Note Regarding Forward-Looking Statements
Special Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future business and financial perf
Slide 4: Special Note Regarding Forward-Looking Statements
Special Note Regar Statements ing Forward-Looking * unscheduled generation outages, maintenance or repairs which may reduce revenues and increase cost of sal aa pial other increased operating costs; + unanticipated changes in availability of trade credit, usage, commodity prices, fuel supply costs o
Slide 5: Important Legal Information
Note Regarding Forward-Looking Nm + Important Legal Information In connection with the proposed transaction, Northwestem Corporation will fle a proxy statement with urities and Exchange Commission. Before making Nofthwestem Corporation sre urged to caretuly read the entire proxy statement jorthweste
Slide 6: Executive Summary
Executive Summary ¢ The Board of Directors of NorthWestern (“the Board”) announced that it has entered into a definitive agreement to sell the Company to Babcock & Brown Infrastructure (“BBI”) in an all- cash transaction at $37 per share, valuing the Company at $2.2 billion. * The Board believes tha
Slide 7: Executive Summary
Executive Summary ¢ Why did the Board decide to sell NorthWestern Energy to BBI? = NorthWestern Energy today is much stronger. We have significantly reduced debt, a strong balance sheet, and a solid cash flow. We are focused on our transmission and distribution utility operations. = Through this tra
Slide 8: Executive Summary
Executive Summary Grow the Business... + BBI will better allow NorthWesterm and its customers to benefit from our strategic geographic location. Strategic energy opportunities exist in our own “backyard” NorthWestern 8 Energy
Slide 9: Who is Babcock and Brown Infrastructure?
Who is Babcock and Brown Infrastructure? BBI is a long-term conservative utility owner with a proven track record of owning energy distribution and transmission, and power generation companies and assets. §2 INFRASTRUCTURE « Listing: ASX: BBI (on Australian Stock Exchange) + Total Assets (Mil): $450
Slide 10: Who is Babcock and Brown Infrastructure?
Who is Babcock and Brown Infrastructure? - BBI was attracted to NorthWestern because it is similar to the other assets it already owns, such as: Energy distribution = Powerco, the second largest electricity and gas distribution business in New Zealand. = JEG, which provides natural gas ere and LPG t
Slide 11: Who is Babcock and Brown Infrastructure?
Who is Babcock and Brown Infrastructure? Transport Infrastructure = Dalrymple Bay Coal Terminal, which is one of the world’s largest coal export facilities serving the Bowen Basin, Queensland, Australia. = PD Ports, the second largest port operator and the owner of the largest port in the industrial
Slide 12: Power Generation
Power Generation = Ecogen Power (50% stake) controls the Newport and Jeeralang gas-fired generation power plants in ictoria, Australia. = Redbank Power Station (50% stake), a coal tailings ‘ired power station in Hunter Valley, New South Wales Australia. = Babcock and Brown Wind Partners - a 16.5% eq
Slide 13: Babcock and Brown Infrastructure
bcock and Brown Inf + International company with United States roots. = Babcock & Brown was founded in the U.S. and has been working in the U.S. utility sector for more than 25 years. * Starting in 1978, BBI arranged lease financings for rural electric cooperatives such as Basin Electric, Associated
Slide 14: Who is Babcock and Brown Infrastructure?
Who is Babcock and Brown Infrastructure? ° BBI’s business approach emphasizes local management, local jobs, and local growth, including investing in infrastructure replacement, transmission and power production, including renewables. = “Back to basics” approach and philosophy of owning its assets in
Slide 15: Best Outcome for NorthWestern
Best Outcome for NorthWestern ° BBI is committed to maintaining existing employee and customer service levels. *NorthWestern Energy management team to stay in-place. = NWE’s senior leadership has more than 220 years of combined utility experience. = BBI’s supporting energy sector management are util
Slide 16: Best Outcome for NorthWestern
Best Outcome for NorthWestern == and NorthWestern remains committed to serving our customers and the communities in which we operate. = Our successful reorganization has focused the Company on its core utility operations and put us on far stronger financial footing. = The sale of the Company to a lo
Slide 17: Best Outcome for the Communities We Serve
Best Outcome for the We Serve ¢ The sale to BBI supports NorthWestern’s continued commitment to maintaining industry leading service and reliability. ¢ BBI and NorthWestern are committed to maintaining strong relationships with the communities and regulators in Montana, South Dakota and Nebraska. No
Slide 18: + BBI recognizes the
+ BBI recognizes the importance of local decision-making and will look to build upon the key business units throughout our service territory. + BBI has indicated an intention to ensure local management accountability with a focus ona continuation of excellent customer service.
Slide 19: Best Outcome for NorthWestern Stockholders
Best Outcome for NorthWestern * The Board-led process has yielded an extremely positive outcome for NWE stockholders — one that is far superior to the unsolicited proposals received during 2005, and the best value for stockholders of the proposals we received as part of the process. * The agreed upo
Slide 20: Best Outcome for Stockholders
1d SUOCKHDIGETS) * The Board strongly believes the BBI proposal presents far less risk to our stockholders and the communities we serve. * The offer does not require an increase in NorthWestern’s debt and includes adequate protections for NorthWestern stockholders. NorthiWestern
Slide 21: Sale Process
Sale Process Mid 2005 NWE received several informal proposals from parties who ‘were interested in buying the Company upon emergence from Chapter 11 bankruptcy. November 2005 NWE Board directed management anditsfrancial ‘adviser to commance an evaluation of al strategie fternatives te maximize value
Slide 22: Sale Process: What's Next?
EEL le Process *What’s Next? = The transaction is subject to the approval of NorthWestern’s shareholders and federal and state regulatory agencies, which are expected to take between 9 to 18 months to obtain.
Slide 23: Searchable text section of graphics
Searchable text section of graphics shown above [GRAPHIC] [LOGO] NorthWestern’s Future Unfolds [LOGO] Agenda • Executive Summary • Who is Babcock & Brown Infrastructure (BBI) • Outcomes • What the transaction means to our employees and retirees • What the transaction means to the communities we serv