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The following article was published in an internal Questar newsletter and made available on Questars internal website on April

Dominion Resources and Questar work toward realizing plan to combine companies

Parties have taken key steps toward reaching goal to complete the deal by years end

Since their Feb. 1, 2016, joint announcement regarding plans to combine companies, Questar and Virginia-based Dominion Resources have already taken two important steps toward reaching their stated goal of completing the transaction by the end of this year.

On Feb. 23, the proposed combination cleared a key condition required for completion of the transaction when the Federal Trade Commission granted early termination of the 30-day waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act.

A little over a week later, on March 3, the companies jointly filed merger applications with the Public Service Commission of Utah and the Wyoming Public Service Commission. They also provided notice of the proposed transaction to the Idaho Public Utilities Commission.

Currently were working through the discovery phase with commissions in Utah and Wyoming, said Barrie McKay, Questar Gas vice president state regulatory affairs. This involves all parties working together in the coming weeks to schedule hearings for testimony. Were hopeful that the hearings will be concluded and decisions reached in both states by the end of the year.

With the regulatory review process underway, Questar is also focusing its efforts on meeting another crucial condition - obtaining approval of Questars shareholders.

Weve filed a preliminary proxy statement with the Securities and Exchange Commission, said Dave Curtis, Questar vice president and corporate controller. Once their review is complete and we secure approval, well issue a final proxy and then schedule a shareholder vote.

The terms of the pending merger call for an all-cash transaction with Dominion agreeing to pay Questar shareholders $25 per share - about $4.4 billion - and assume Questar's outstanding debt.

If all approvals are granted, the proposed merger will create an integrated energy company serving about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. The combined company also would operate more than 15,500 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 24,300 megawatts of electric generation.

Questar would also provide enhanced geographic diversity to Dominion's natural gas operations. Dominion's existing operations lie in the heart of the mid-Atlantic. Questar's system, on the other hand, is known as the "hub of the Rockies" and serves as a principal source of gas supply to Western states.

"Dominion is very pleased to join with Questar, said Thomas...


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