Nicor/AGL Resources

AGL Resources (NYSE: AGL) and Nicor Inc. (NYSE: GAS) announced that they have entered an agreement whereby AGL will acquire Nicor in a transaction with an enterprise value of $3.1 billion, including a total equity value of $2.4 billion. The combined entity will have an enterprise value of $8.6 billion.

Under the terms of the agreement, Nicor shareholders will be entitled to receive for each share of Nicor common stock, $21.20 in cash and 0.8382 shares of AGL Resources common stock. Total per share value is calculated at $53.00 based on the volume-weighted average price for AGL Resources common stock for the 20 trading days ended December 1, 2010.

The combined company will be known as AGL Resources.

The transaction is expected to close in H211.

AGL Resources will pay for the transaction through an exchange of stock with Nicor shareholders in addition to approximately $1 billion of cash. AGL Resources has committed financing from Goldman Sachs Bank USA, and plans to put long-term financing in place, consisting exclusively of bonds, prior to the closing of the transaction.

Goldman, Sachs & Co. is acting as exclusive financial advisor and Dewey & LeBoeuf LLP is acting as legal counsel to AGL Resources.

J.P. Morgan is acting as exclusive financial advisor, Latham & Watkins LLP is acting as legal counsel to Nicor and Sidley Austin LLP is acting as legal counsel to Nicor's Board of Directors.

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