Emera : Announces Transaction to Acquire All Remaining Outstanding Shares of Emera (Caribbean) Inc.

• Emera Inc. ('Emera'), which currently indirectly owns an approximately 95.6% controlling interest in Emera (Caribbean) Inc. ('ECI'), is proceeding with a transaction that will result in Emera indirectly acquiring all of the common shares ('Common Shares') of ECI.
• Holders of Common Shares can elect to receive BB$33.30 cash or 2.100 Emera depositary receipts ('DRs') per Common Share or a combination of cash and DRs. Each DR initially represents an interest in one quarter of an Emera common share. DRs give Barbadians the ability to invest in the growth and success of Emera.
• ECI is also offering to acquire its 5.5% Cumulative Preference shares (the 'Preference Shares') at a 20% premium to the issue price. Holders of Preference Shares may elect to receive BB$4.80 in cash per Preference Share or 0.314DRs or a combination of cash and DRs.
• DRs are not being offered to shareholders who are residents of the United States. Each shareholder in the United States will receive BB$33.30 in cash for each ECI share being acquired.
• An ECI shareholders' meeting to vote on the amalgamation in connection with the transaction (the 'Amalgamation Meeting') and a Preference Shareholders' meeting to vote on the redemption of the Preference Shares in connection with that transaction (the 'Preferred Shareholder Meeting') will be held at the Island Inn Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:00 pm AST on February 24, 2016. The Amalgamation Meeting will be held at the Island Inn Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:45 pm AST on February 24, 2016.

HALIFAX, Nova Scotia & BRIDGETOWN, Barbados--(BUSINESS WIRE)-- Emera Inc. ('Emera') (TSX: EMA) and Emera (Caribbean) Inc. ('ECI') (BSE: ECI) today announced that they will proceed with a 'going private transaction' pursuant to which ECI will amalgamate (the 'Amalgamation') with Emera (Caribbean) (2016) Inc., a wholly owned subsidiary of Emera (Barbados) Holdings No. 2 Inc. ('EBH2') under the Companies Act (Barbados). The Amalgamation will allow EBH2, a wholly owned indirect subsidiary of Emera, to acquire all of the common shares of ECI ('Common Shares') that it does not already own.

This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20160125006502/en/

ECI has called a special meeting of its shareholders to consider the Amalgamation. EBH2 currently owns 16,332,304 Common Shares representing approximately 95.6%of the issued and outstanding Common Shares. EBH2 acquired 2,553,197 of such Common Shares under its recently completed offer to purchase outstanding shares of ECI (the 'Offer'). Based on the number of Common Shares held by EBH2, ECI expects that EBH2 will have enough votes to approve the Amalgamation without requiring the support of other ECI shareholders.

Pursuant to the Amalgamation, holders of Common Shares ('Common Shareholders') who do not dissent will receive redeemable Class A preference shares (the 'Class A Shares') of the company that will result from the Amalgamation ('Amalco'). The Class A Shares will be redeemed following the Amalgamation for consideration identical to the consideration offered to Common Shareholders pursuant to the Offer. Common Shareholders may elect to receive BB$33.30 in cash per Common Share (the 'Cash Alternative') or 2.100 depositary receipts ('DRs') representing common shares in Emera (the 'DR Alternative') or a combination of the Cash Alternative and the DR Alternative. The consideration offered pursuant to the Amalgamation to the Common Shareholders represents a 30% premium to the price that the Common Shares last traded on the Barbados Stock Exchange (the 'BSE') prior to the announcement of the Offer. The total consideration to be paid to Common Shareholders pursuant to the Amalgamation will be approximately BB$24.9 million.

ECI has also called a special meeting of the holders (the 'Preference Shareholders' and together with the Common Shareholders, the 'Shareholders') of its 5.5% Cumulative Preference Shares (the 'Preference Shares') to approve, among other things, changes (the 'Amendments') to the terms of the Preference Shares to allow the Preference Shares to be redeemable at the option of ECI should the Amalgamation proceed. If the Amendments are approved by at least two-thirds of the votes cast at the meeting, the Preference Shareholders who do not dissent will receive redeemable Class B preference shares (the 'Class B Shares') of Amalco which will be redeemed immediately following the Amalgamation. Preference Shareholders may elect to receive BB$4.80 in cash per Preference Share (the 'Preference Cash Alternative') or 0.314 DRs (the 'Preference DR Alternative') or a combination of the Preference Cash Alternative and the Preference DR Alternative. The consideration offered pursuant to the Amalgamation to the Preference Shareholders represents a 20% premium to the issue price. The total consideration for the Preference Shares redeemed pursuant to the Amalgamation would be BB$480,000.

If the Preference Shareholders do not approve the amendments, they will receive 5.5% Cumulative Shares of Amalco, which are identical to the Preference Shares and will continue to trade on the BSE.

Each DR will initially represent one quarter of an Emera common share. The DRs are listed on the BSE. Common Shareholders and Preference Shareholders resident in the United States will be deemed to have elected the Cash Alternative or the Preference Cash Alternative, respectively.

Shareholders wishing to elect to receive the DR Alternative or the Preference DR Alternative must deliver to FirstCaribbean International Trust and Merchant Bank (Barbados) Limited (the 'Manager') prior to 5:00 p.m. (Bridgetown time) on February 25, 2016 a properly completed election notice which will accompany the management proxy circular (the 'Circular') being mailed to Shareholders in connection with the meetings being held to approve the Amalgamation and the Amendments, together with the certificates representing such Shareholder's Common Shares or Preference Shares (if any).The proposed Amalgamation is expected to be completed on or about March 14, 2016, subject to receipt of the approval of two-thirds of the votes cast by Common Shareholders and Preference Shareholders, voting as a single class. The special meeting of the Common Shareholders and Preference Shareholders to approve the Amalgamation has been called for February 24, 2016 at the Island Inn Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:45 pm AST. The special meeting of the Preference Shareholders to approve the Amendments will also be held on February 24, 2016 at the Island Inn Hotel at Aquatic Gap, The Garrison, St. Michael, Barbados, at 5:00 pm AST. The record date for determining the Common Shareholders and Preference Shareholders entitled to vote at the meetings, as applicable, will be February 2, 2016. ECI expects that Barbados Central Securities Depository Inc., in its capacity as depositary, will begin mailing cheques and issuing DRs to Common Shareholders and, if applicable, Preference Shareholders who have validly deposited their notice of election and share certificates as soon as practicable following the completion of the Amalgamation and redemption. Further information about the Amalgamation and the Amendments can be found in the Circular, a copy of which will be available on the ECI website at www.emeracaribbean.com. Following the Amalgamation, ECI intends to apply to have the Common Shares delisted from the BSE. If the Amendments are approved, ECI also intends to apply to have the Preference Shares delisted from the BSE.

ECI is the holding company for several of Emera's investments in the Caribbean region, including its investments in The Barbados Light & Power Company Ltd., Dominica Electricity Services Ltd., and St. Lucia Electricity Services Ltd.

Forward Looking Information
This news release contains forward looking information within the meaning of applicable securities laws. Actual future results may differ materially. Forward-looking statements include, but are not limited to, statements with respect to the market for and listing of the DRs and the value of the common shares of Emera underlying the DRs. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management's current beliefs and are based on information currently available to Emera management. There is risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera's assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera's securities regulatory filings, including under the heading 'Business Risks and Risk Management' in Emera's annual Management Discussion and Analysis, and under the heading 'Principal Risks and Uncertainties' in the notes to Emera's annual and interim financial statements, which can be found on SEDAR at www.sedar.com. Except as required by law, Emera disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Emera (Caribbean) Inc.
Emera (Caribbean) Incorporated (ECI) is an energy and services company based in Barbados, West Indies. The Company's holdings include The Barbados Light & Power Co. Ltd. (wholly owned); Emera Caribbean Renewables Limited (wholly owned); a 51.91% interest in Dominica Electricity Services Limited; and a 19.1% interest in St. Lucia Electricity Services Limited. Emera Inc. of Halifax, Nova Scotia holds 95.6% of the interest in ECI. In alignment with Emera, ECI utilities' purpose is to meet the energy needs of its customers today, and provide solutions to power a sustainable future. ECI operates on a foundation of operational and service excellence that focuses on safety and health, stakeholder relationships, and investment in its people. ECI's shares are traded on the Barbados Stock Exchange under the symbol ECI. Additional information can be accessed at www.emeracaribbean.com.

About Emera Inc.
Emera Inc. is geographically diverse energy and services Company headquartered in Halifax, Nova Scotia with approximately $11 billion in assets and 2014 revenues of $2.97 billion. The company invests in electricity generation, transmission and distribution, as well as gas transmission and utility energy services. Emera's strategy is focused on the transformation of the electricity industry to cleaner generation and the delivery of that clean energy to market. Emera has investments throughout northeastern North America, and in four Caribbean countries. Emera continues to target having 75-85% of its adjusted earnings come from rate-regulated businesses. Emera common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F and the instalment receipts are listed and trade under the symbol EMA.IR. Additional Information can be accessed at www.emera.com or at www.sedar.com.

For Shareholders looking for further information regarding the Amalgamation or the Amendments, please contact:

CIBC FirstCaribbean International Trust and Merchant Bank (Barbados) Limited
Wealth Management Office
3rd Floor FirstCaribbean International Bank
Broad Street, Bridgetown
Tel: [phone] or [phone]; Fax: [phone]; Email: [e-mail]

View source version on businesswire.com :http://www.businesswire.com/news/home/20160125006502/en/

Emera
Investor Relations:
Scott LaFleur, 902-428-6375
[e-mail]
or
Media:
For Emera Inc.:
Neera Ritcey, 902-222-2683
[e-mail]
or
For Emera (Caribbean) Inc.:
Nichole Stuart, 246-836-5531
[e-mail]

Source: Emera Inc.