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Press Release

White & Case Advises Fortis in US$11.3 Billion Agreement to Acquire ITC Holdings

Global law firm White & Case LLP advised Fortis Inc. (TSX: FTS), a leader in the North American electric and gas utility business, in its US$11.3 billion agreement to acquire ITC Holdings Corp. (NYSE: ITC), the largest independent electric transmission company in the US based in Novi, MI.

Under the terms of the transaction, ITC shareholders will receive US$22.57 in cash and 0.7520 Fortis shares per ITC share. Following the acquisition, Fortis will be one of the top 15 North American public utilities ranked by enterprise value, with an estimated enterprise value of C$42 billion (US$30 billion).  In connection with the transaction, Fortis will register with the US Securities and Exchange Commission and apply to list its common shares on the NYSE.

The financing for the transaction has been structured to allow Fortis to maintain a solid investment-grade credit rating and White & Case's Banking and Capital Markets practices advised Fortis on obtaining committed financing for the issuance of approximately US$2 billion of Fortis debt. In addition, Fortis intends to sell of up to 19.9% of ITC to one or more infrastructure-focused minority investors at or prior to the closing.

The transaction is expected to close in late 2016 pending various state, shareholder and regulatory approvals.

The White & Case M&A team was led by partners John Reiss and Matthew Kautz and associates Luke Laumann, Mike Deyong and Kristen Rohr in New York. White & Case partner Henrik Patel in New York advised Fortis on executive compensation and employee benefits issues and partner Dan Hagan in Washington DC advised on the energy regulatory aspects of the transaction. The White & Case financing team was led by partners Eric Leicht, Dan Nam and Jonathan Michels in New York and the SEC registration and NYSE listing will be led by partners Colin Diamond and David Johansen and associate Jessica Chen in New York. New York-based partner Jason Webber is advising on the proposed minority investment, DC-based partners Rebecca Farrington and Farhad Jalinous are advising on antitrust and Committee on Foreign Investment aspects.

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