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Empire District Electric Company: Soliciting Material Under §240.14A-12 THE EMPIRE DISTRICT ELECTRIC COMPANY

The following excerpt is from the company's SEC filing.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Filed by The Empire District Electric Company

Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: The Empire District Electric Company

Commission File No.: 1-3368

On February 9, 2016, the following Employee Information Guide was provided to employees of The Empire District Electric Company:

Empire and Liberty Utilities Merger Agreement

February 9, 2016

Background

Today we have announced an agreement and Plan of Merger under which Empire will merge with Liberty Utilities Central, a subsidiary of Liberty Utilities Co., the US subsidiary of Algonquin Power & Utilities Corporation (APUC).

As you know, in December we announced the Board of Directors was evaluating strategic alternatives. As a result of our current financial strength and the operating expertise of our employees, we were able to secure a transaction that will benefit our employees, shareholders, customers and communities.

We are pleased to have reached an agreement that will preserve the Empire brand, maintain all of our current operations, staff, community presence and Joplin corporate headquarters. Together with Liberty and Algonquin, Empire will be better positioned to build on our success in making lives better every day with reliable energy and service.

Who is Liberty / Algonquin?

Liberty Utilities Co. is the US subsidiary of Algonquin Power & Utilities Corporation

APUC is a growing renewable energy and regulated utility company with assets across North America. Their business model has been acquiring small utilities and leaving them in place. They have three separate operating groups:

Distribution Group

operates in the US:

Includes regulated water, electric and natural gas operations

Serves 560,000 customers in 11 states (as of Jan 2016)

1450 employees

Central Region includes AR, IA, IL, KS, MO, OK & TX

Non-regulated Generation Group

operates in Canada and the US:

Wind, solar, hydroelectric & gas generation

1,050 MWs of installed capacity

Transmission Group

Investments in electric transmission and gas pipeline systems

What Does This Mean?

Joplin will be the headquarters for Liberty Utilities Central Region operations

Liberty Central Co., will be a subsidiary of Liberty Utilities Co. a US based company

Will include operations in AR, IA, IL, KS, MO, OK & TX serving approximately 320,000 customers

Following closing of the transaction, Empire senior leadership will lead the Liberty Utilities operations in the region

The Empire brand will be maintained for at least 5 years

Upon close of the transaction, Brad Beecher will serve as...


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