Utah businessman Ian Cumming has offered to buy a majority interest in Utah Power & Light Co., a cash bid worth at least $1.2 billion but nevertheless $6 million below an offer accepted a year ago from Oregon-based PacifiCorp.
UP&L, which is in the process of gaining approval to merge with PacifiCorp, has not responded to Cumming's offer and, so far, has declined to comment on it."Consistent with Utah Power and Light policy, we do not comment on rumors," said company spokesman Dave Mead.
But, while the offer has been rumored for weeks, it did occur in June through a letter from Cumming to UP&L directors, said Stephen D. Swindle, attorney for New York City-based Leucadia National Corp., of which Cumming is chairman and a major shareholder.
He confirmed the bid is a cash offer of $30 per share for at least 67 percent of UP&L stock, totaling $1.2 billion. Swindle said it would be "premature to discuss" how the acquisition would be financed.
Cumming, a Salt Lake City resident, and Leucadia have expressed concern that a merger with PacifiCorp would not be in the best interest of the state, or UP&L's customers and shareholders, Swindle said.
"UP&L has historically played an important role in the state and should remain a free-standing company, based in Salt Lake City, and not part of a regional power company," Swindle said.
Under terms of the PacifiCorp merger, UP&L would become a division of PacifiCorp and be part of an $8 billion system serving seven western states.
Utility commissions in all those states, including Utah, have approved the merger, but it has since been stalled at the Federal Energy Regulatory Commission (FERC) in Washington, D.C. A FERC administrative law judge has recommended the commission deny the merger because of its anti-competitive impacts.
In Portland, PacifiCorp spokeswoman Dolores Chenoweth said the report of the Cumming offer caught her by surprise but that it should have no effect on the merger.
"We have an agreement with UP&L, and that merger agreement is in force," said Chenoweth. "We fully expect to receive approval from the Federal Energy Regulatory Commission to go ahead" with the merger.
Chenoweth pointed out that the PacificCorp/UP&L merger has already been voted on and agreed to by shareholders of both companies and approved by regulatory agencies in seven states.
"So there's no reaction for us to make. We're just going ahead."
The FERC is expected to make its final ruling later this month.
Despite the delay at FERC, state regulators and industry analysts expressed skepticism about the legitimacy of Leucadia's offer when compared with the benefits of merging with PacifiCorp.
"The consideration is that the Leucadia offer is lower than what PacifiCorp will offer," said utilities analyst Greg Enholm with Salomon Brothers Inc. in New York. PacifiCorp's minimum offer under its stock swap agreement is for $32.50 per share. UP&L stock opened Thursday at $30.125 a share.
"The major consideration is that UP&L is not in good financial shape, and the merger could solve those problems," he said.
Both utilities have said the efficiencies gained from the merger would result in rate reductions of 5 percent to 10 percent for UP&L customers and an annual savings of $150 million.
Swindle said Leucadia has not discussed the benefits of merging with Leucadia with UP&L management and wouldn't diclose those benefits publically.
"We are joking around here about the efficiencies gained from working with a Bolivian power company," said James Byrne, Utah Public Service Commission. Cumming is reportedly chairman of Bolivian Power Co., which supplies power to La Paz.
Leucadia is a holding company with banking, real estate and life insurance subsidiaries. Local holdings include Leucadia Financial Corp., formerly Terracor; American Investment Bank; American Investment Thrift; American Investment Financial; and minority ownership in Prudential Financial Services Corp.
Leucadia also owns 39 percent of PHLCORP Inc., formerly Baldwin United Corp., and 49 percent of BRAE Corp. Cumming is chairman of both companies.
UP&L and PacifiCorp announced in August 1987 their intent to merge and recently reaffirmed that commitment in the wake of the setback at FERC.