Filed by: Westar Energy, Inc
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Westar Energy, Inc
Commission File Number: 001-03523
Date: June 7, 2016
How will this change in ownership impact customers?
In the short-term, customers should expect no changes. Over time the combination should result in smaller rate changes and better service.
What are the benefits to customers?
You’ll have a more efficient energy company. We expect the combination to result in smaller future price increases and better service.
Will my bill go up?
Not because of this transaction! You should expect the combination to result in smaller rate changes than those that would have been needed without the agreement.
Will the way I pay my bill change?
No. Whether you pay online, through the phone center, the mail, or at an authorized pay station, you will be able to continue to pay as you have. Down the road the name of the company might change, but that won’t occur for months.
Who do I call if I have a problem or concern?
You should continue to contact the same support team as you do today.
Westar.Energy.Customer.Service@westarenergy.com
800-383-1183
www.westarenergy.com
Will my Westar Wind change?
No. You’ll still be able to get up to 100% renewable energy for your home or business.
I signed up for community solar. What will happen with that now?
No change.
Will my Home Serve still be in effect?
No change.
Will service quality/policies change?
No. We continue to work to improve our service, and together, we expect even more progress.
Will there be any staffing changes that might affect me as a customer?
No. As part of the agreement, our employees’ compensation, benefits and labor agreements continue.
Will our local office be closed?
Great Plains and Westar both share a strong commitment to Kansas and the communities we serve. Over time, the combined company will, of course, make changes to be more efficient, but it’s way too early to imagine what those changes might be.
When will this take place?
Spring or summer of next year. In the coming months, the companies will work together to develop a plan to combine operations.
1
If Westar has or is purchasing an easement on my property, what does the change in ownership mean?
No changes. You should continue to work with the Westar regarding any easement agreements. When the transaction closes, the easement agreement will stay the same.
I have friends or family members who are Westar employees. How will they be affected?
Great Plains agreed to maintain at least the same base salaries and to provide comparable incentive compensation and benefits for employees for two years following closing, and labor agreements stay in effect. The company expects to use normal attrition and retirements to manage staffing efficiencies. In a few cases, where employees have such specialized skills that maybe there isn’t a suitable position for them, the company may ask for volunteers who would like to choose a severance. Great Plains agreed to Westar’s severance policy with enhancements for employees who have only been with the company a few years. It’s possible that in a few cases there might not be good fits and no volunteers. In that case the company would pay a severance. However, Great Plains has a history of not doing significant involuntary layoffs.
I have friends or family members who are Westar retirees. How will they be affected?
Great Plains agreed to keep Westar’s benefits, including those for retirees.
Why did the company refuse to comment on this before now?
To conduct a fair and competitive process, it’s best to conduct these matters in confidence. In fact, Westar agreed with all the parties that it wouldn’t mention them. To do so otherwise would put the best outcome at risk.
What happens to my Westar stock?
Nothing until the close. At the closing, under the terms of the agreement, Westar shareholders will receive $60.00 per share of total consideration for each share of Westar common stock, consisting of $51.00 in cash and $9.00 in Great Plains Energy common stock, subject to a 7.5 percent collar based upon the Great Plains Energy common stock price at the time of the closing of the transaction, with the exchange ratio for the stock consideration ranging between 0.2709 to 0.3148 shares of Great Plains Energy common stock for each Westar share of common stock, representing a consideration mix of 85 percent cash and 15 percent stock.
Approved 06/07/16
2
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transactions referred to in this material, Great Plains Energy Incorporated (“Great Plains”) expects to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary joint proxy statement of Great Plains and Westar Energy, Inc. (“Westar Energy”) that also constitutes a preliminary prospectus of Great Plains. After the registration statement is declared effective Great Plains and Westar Energy will mail a definitive proxy statement/prospectus to shareholders of Great Plains and shareholders of Westar Energy. This material is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that Great Plains or Westar Energy may file with the SEC and send to Great Plains’ and/or Westar Energy’s shareholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS AND WESTAR ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Great Plains or Westar Energy through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Great Plains will be available free of charge on Great Plains’ website at www.greatplains.com, in the “Investor Relations” tab near the bottom of the page, or by contacting Great Plains’ Investor Relations Department at 1-800-245-5275. Copies of the documents filed with the SEC by Westar Energy will be available free of charge on Westar Energy’s website at www.westarenergy.com or by contacting Westar Energy’s Investor Relations Department at 785-575-8227.
Great Plains and Westar Energy and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Great Plains may be found in its 2015 Annual Report on Form 10-K filed with the SEC on February 24, 2016, and definitive proxy statement relating to its 2016 Annual Meeting of Shareholders filed with the SEC on March 24, 2016. Information about the directors and executive officers of Westar Energy may be found in its 2015 Annual Report on Form 10-K filed with the SEC on February 24, 2016, and definitive proxy statement relating to its 2016 Annual Meeting of Shareholders filed with the SEC on April 1, 2016. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in connection with the proposed merger of Great Plains and Westar Energy. These statements include statements regarding describe nature of future statements, e.g. the anticipated closing date of the transaction or anticipated future results. Forward-looking statements may include words like “believe,” “anticipate,” “target,” “expect,” “pro forma,” “estimate,” “intend,” “guidance” or words of similar meaning. Forward-looking statements describe future plans, objectives, expectations or goals. Although Great Plains and Westar Energy believes that these statements are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as, without limitation, delays in completing the merger, including as a result of delays in obtaining regulatory approval or shareholder approval, changes in general economic conditions and regulatory and legislative changes that adversely affect the business in which Great Plains and Westar Energy are engaged. These forward looking statements speak only as of the date of this communication, and Great Plains and Westar Energy expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Great Plains’ or Westar Energy’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Great Plains and Westar Energy, including the most recent Forms 10-K and 10-Q, for additional information about Great Plains and Westar Energy and about the risks and uncertainties related to the business of each of Great Plains and Westar Energy which may affect the statements made in this communication.
3