News

DISCLAIMER

This document has been prepared exclusively for information purposes by Iberdrola, S.A. in connection with the proposed combination of Avangrid with PNM Resources and for presentations to the media, investors and analysts. As a consequence thereof, this document may not be disclosed, released, published or relied, nor used by any other person or entity, for any other reason without the express and prior written consent of Iberdrola, S.A.

The information and any opinions or statements made in this document have not been verified by independent third parties; therefore, no express or implied warranty is made as to the impartiality, accuracy, completeness or correctness of the information or the opinions or statements expressed herein.  This document includes certain statements, estimates and projections prepared for illustration purposes only with respect to PNM Resources' and Iberdrola USA’s anticipated future performance and future events and market and regulatory developments.  Such statements, estimates and projections reflect various subjective judgments and assumptions made by PNM Resources and Iberdrola USA, respectively, concerning anticipated results and such future events and developments which may or may not prove to be correct.  There can be no assurance that such projected result are attainable or will be realized or that such events or developments should occur. 

No representations or warranties, express or implied, are made as to the accuracy, completeness or fairness of such statements, estimates or projections. Neither Iberdrola, S.A. nor its subsidiaries or other companies of the Iberdrola Group or its affiliates assume liability of any kind, whether for negligence or any other reason, for any damage or loss arising from any use of this document or its contents.

Neither this document nor any part of it constitutes a contract, nor may it be used for incorporation into or construction of any contract or any other type of agreement.

In furnishing this document, neither Iberdrola, S.A. nor any of its affiliates undertake any obligation to provide the recipient with any additional information or to update or correct the information contained herein.  This document shall not be deemed an indication of the state of affairs of the Iberdrola Group, nor shall it constitute an indication that there has been no change in the business or affairs of the Iberdrola Group since the date hereof or since the dates as to which information is given in this document.

IMPORTANT INFORMATION

This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of the Spanish Securities Market Law (Law 24/1988, of July 28, as amended and restated from time to time), and/or Royal Decree 1310/2005, of November 4, and its implementing regulations.

In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities, nor a request for any vote or approval in any other jurisdiction.

IMPORTANT INFORMATION IN THE US

This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval with respect to the proposed combination of Iberdrola USA with  PNM Resources (the “Transaction”), nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. If and when Iberdrola USA or any of its subsidiaries issue any securities in connection with the proposed Transaction, Iberdrola USA (or the relevant subsidiary) will, to the extent that such securities are required to be registered in the United States, file a registration statement, which will include a prospectus, with the United States Securities and Exchange Commission (“SEC”) pursuant to the U.S. Securities Act of 1933, as amended. Investors are strongly advised to read the documents that will be made available to them, including the registration statement and prospectus, if and when available, and any other relevant documents made available to them and/or the SEC or other applicable regulatory authorities, as well as any amendments or supplements to those documents, because they will contain important information regarding Iberdrola USA, its subsidiaries, PNM Resources and the proposed Transaction. If and when filed, investors may obtain free copies of the registration statement, the prospectus as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov and will receive information at an appropriate time on how to obtain these transaction-related documents for free from the parties involved or a duly appointed agent.  The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed Transaction disclaim any responsibility or liability for the violation of such restrictions by any person. Any shares to be issued in connection with the financing for the proposed Transaction may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking information and statements about PNM Resources and Iberdrola USA and/or its subsidiary/ies and their combined businesses after completion of the proposed Transaction. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions.  Although the managements of PNM Resources and Iberdrola USA believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of PNM Resources and Iberdrola USA shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of PNM Resources and Iberdrola USA, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Except as required by applicable law, neither PNM Resources nor Iberdrola USA undertakes any obligation to update any forward-looking information or statements.  The proposed Transaction described in this release could be affected by, among other things, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; failure to obtain shareholder approval or any other failure to satisfy other conditions required to complete the merger, including required regulatory approvals; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and the amount of the costs, fees, expenses and charges related to the merger.

Additional Information and Where to Find It

Iberdrola USA, Inc. will file with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, in which a proxy statement will be included as a prospectus, and other documents in connection with the proposed merger.  The PNM proxy statement/prospectus will be sent to the stockholders of PNM Resources.  INVESTORS AND SECURITYHOLDERS OF PNM ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE MERGER WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.  The registration statement and proxy statement/prospectus and other documents which will be filed by Iberdrola USA with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov, or from Iberdrola USA, Inc. at www.iberdrolausa.com.  Such documents are not currently available.  You may also read and copy any reports, statements and other information filed by Iberdrola USA and PNM Resources with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.  Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.  Certain executive officers and directors of PNM Resources have interests in the proposed transaction that may differ from interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification.  This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended