20180924Woods Supplemental Direct.pdf

ldaho Public Utilities Commission
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oltice ot tne $€cretaryRECEIVED
SEP 2 tr 2018
ON BETIALF OE AVISTA CORPORATTON
DAVID J. MEYER
VICE PRESTDENT AND CHIEE COUNSEL FOR
REGULATORY & GOVERNMENTAL AFFAIRS
P.O. BOX 3121
I4L7 EAST MISSION AVENUE
SPOKANE, WASHTNGTON 99220-3127
TELEPHONE: [phone]
EACSIMILE: [phone]
DAVI D . MEYERGAV] STACORP . COM
Boise, ldaho
ON BETIAI,E OF HYDRO ONE LIMITED
EL]ZABETH THOMAS, PARTNER
KARI VANDER STOEP, PARTNER
K&L GATES LLP
925 FOURTH AVENUE, SUrTE 2900
SEATTLE, WA 981014-1158
TELEPHONE: [phone]
EACSIMILE: [phone]
LI Z . THOMASGKLGATES . COM
KARI . VANDERSTOEPGKLGATES . COM
BEEORI THE TDAIIO PI'BLIC UTIIJITIES COMMISSION
IN THE MATTER OE THE JOINT
APPLTCATION OF HYDRO ONE LIM]TED
(ACT]NG THROUGH ]TS INDIRECT
SUBS]DIARY, OLYMPUS EQUITY LLC)
AND
AVISTA CORPORAT]ON
FOR AN ORDER AUTHOR]ZING PROPOSED
TRANSACTION
)
) CASE NO. AVU-E-7'7-09
) cASE NO. AVU-c-17-05
)
)
) SUPPLEMENTAL TESTIMONY
\ a\E-J VL
) THOMAS D. VIOODS
FOR HYDRO ONE LIMITED
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I. INTRODUCTTON
9. Please state your name, business address and
present position with Hydro One Limited.
A. My name is Thomas D. (Tom) Woods, and my business
address is 483 Bay Street, South Tower, Bth Floor, Toronto,
Ontario M5G 2P5. I am the Chair of the Board of Directors
for Hydro One
9. Have
Limited ("Hydro One") . t
you filed direct and rebuttal testimony in
this proceeding?
10 A. No.
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11 A. Are you sponsoring any exhibits that accompany your
72 testimony?
13 A. Yes. Attached to my testimony is:
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o Exh. No. 9, Schedule 1 - Curriculum Vitae (*CV")
of Thomas D. Woods
A table of contents for my testimony is as foll-ows:
]. INTRODUCT]ON
I]. BACKGROUND. . .
II1. NEW HYDRO ONE BOARD
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]V. SELECTION OF NEW CEO
V. COMMITMENT TO MERGER
FOR HYDRO ONE. . . .
1 I served as i-nterlm Chair since August 14, 2078. On September 7, 2018,
Hydro One announced that I was appointed as the new Chai-r in a unanimousvote by Hydro One's Board of Directors. See AVU-E-17-09, AVU-G-17-05,
Supplemental Report on Hydro One Management Changes (Sep. J, 2018) .
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Sumnary of Testimony
A. P1ease sr:marize your testimony.
A. My testimony introduces Hydro One's new board of
directors ("Board") , summarizes how Hydro One's new Board was
selected, and describes the timeline and selection process
for Hydro One's
explai-n that on
new Chief Executive Officer (*CEO"). I also
2018, the Hydro One Board of
Directors
10 for and on
September L9,
a resolutionpassed
behalf
acknowledging and
(i) Hydro One's
with respect to
affirming,
obligations
the merger-
and/or its
consummatedo
of Hydro One:
11 under the Merger Agreement and
1-2 related commitments to be performed by Hydro One
13 subsj-diaries if the Proposed Transaction is
74 pursuant to the Merger Agreement; and (ii) Hydro One's
15 intention to consummate the Merger; in each case in accordance
16 with the terms of, and subject to the conditions set out in,
71 the Merger Agreement and the merger-related commitments.
1B
79 II. BACKGROT'ND
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A. !fltren did you join Hydro One's Board?
A. On August 74, 201,8, Hydro One announced j-ts new 10-
member Board. As described in more detail in the prefiled
Supplemental Testimony of James Scarlett, ("Scarlett
Testimony"), Hydro One's Executive Vice President and Chief
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Legal Officer, the Province of Ontario ("Province") and Hydro
One agreed on JuIy 17, 2078, that Hydro One's existing Board
would resign by August 15 and Hydro One's CEO woul-d retire,
effective immediately. The JuIy 7L, 20lB Letter Agreement
between the Province and Hydro One ("Ju1y 201-8 Letter
Agreement," Exh. No. 10, Schedule l- to Scarlett Testimony)
provided that the Province and Hydro One's five other largest
sharehofders woul-d nominate and announce by August 15, 2078,
the new directors for Hydro One's Board. Since July 11, 2078
the Provi-nce has nominated four of the new directors. Three
of Hydro One's fj-ve largest sharehol-ders other than the
Province participated in an Ad Hoc Nominating Committee and
have nominated the other six new directors. I was nominated
by the Province to join the Hydro One Board.
A. How was the Ad Hoc Nominating' Comittee for:ned
after the iluly 2018 Letter Agireement was signed by the
Province and Hy&o One?
A. Following execution of the July 2078 Letter
Agreement, the former Chair of the Hydro One Board coordinated
the establishment of the Ad Hoc Nominating Committee
(consistent with the process set out in Section 4.1 of the
Governance Agreement between the Province and Hydro One (Exh.
No. 10, Schedule 3 to Scarlett Testimony)). Section 4.1
provides that the Ad Hoc Nominatj-ng Committee is to be
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1 comprised of one representative of each of the five largest
2 benefi-cial owners of Hydro One's common shares (other than
3 the Province). In determining the five largest shareholders,
4 it j-s important to note that Canadian ownership reporting
5 requirements only obligate shareholders to report their
6 shareholdings when they become a holder of 10 percent or more
'l of any class of its voting or equity securities. In addition,
B the Ontario Electricity Act, 7998 and Hydro One's articles of
9 incorporation preclude any person or company (or combination
10 of persons or companies acting jolntly or in concert), other
11 than the Province, from owning, or exercising control or
72 direction over, more than 10 percent of any class or series
13 of voting securities, including common shares of Hydro One.
74 As such, no one owns more than 10 percent of Hydro One's
15 conrmon shares other than the Province. As a result, the
76 former Chair needed to rely on market knowledge and due
71 diligence to identify Hydro One's five largest shareholders
18 (other than the Province). Representatives of three of the
19 said five shareholders agreed to participate on the Ad Hoc
20 Nominating Committee.
2L A. How were you selected to serve as fnterim Board
22 Chair?
23 A. I was sel-ected following an agreement reached
24 between the Province and the Ad Hoc Nominating Committee.
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1 Q. How were you selected to serve as Board Chair?
2 A. I was appointed as the new Chaj-r in a unanimous
3 vote by Hydro One's Board of Directors in Septembe r 2078.
4 Q. Please describe your professional background and
5 previous e:<perience serving on corporate boards.
6 A. My CV is attached as Exh. No. 9 , Schedul-e 1 . I
7 previously had a 37-year career with CIBC and Wood Gundy, the
B predecessor firm of CIBC Worl-d Markets. I started in
9 Investment Banking, advising companies raising financing in
10 the equity and debt capital markets as weII as mergers and
11 acquisitions, and Iater was Head of Canadian Corporate
72 Banking, Chief Einancial Officer, Chief Risk Officer and Vice
13 Chairman.
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I also
Corporation,
Providence St.
Chair), and
directorships
serve on the boards of Bank
Alberta Investment Management
Joseph's St. Michael-'s Health
CIBC Children's Foundation.
of America
Corporation,
Care (Board
Previous
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incl-ude TMX Group Inc. , DBRS Limited,
Jarisl-owsky Fraser Limi-ted, and Covenant House (Board Chair) .
I have a Bachelor of Applied Science in Industrial Engineering
from University of Toronto, and an MBA from Harvard Business
School.
A. Wtry are you qualified to serve on Hydro One's Board?
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1 A. As required by Section 4.2 of the Governance
2 Agreement between the Province and Hydro One, al-1 individual-s
3 on the Hydro One Board must meet certain criteria. First, I
4 am independent of Hydro One and the Province, as required by
5 Sections 4.2.2 and 4.2.3 of the Governance Agreement. Second,
6 I meet the requirements of Section 4.2.1, of the Governance
7 Agreement, which provide that Hydro One directors must have:
B (i) significant experience and expertise in business or that
9 is applicabl-e to business, (ii) served in a senior executj-ve
10 or leadership position, (iii) broad exposure to and
11 understanding of the Canadj-an or international business
L2 community, (iv) skill-s for directing the management of a
13 company, and (v) motivation and availability, in each case to
L4 the extent requisi-te for a business of the complexity, size
15 and scale of the busj-ness of Hydro One and on a basis
16 consistent with the highest standards for directors of
71 leading Canadian publicly l-isted companies. Third, I meet
18 the requirements of applicable securities and other laws and
19 the requirements of the Toronto Stock Exchange, ds required
20 by Section 4.2.4 of the Governance Agreement.
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22 III. NEW HYDRO ONE BOERD
Z5 C. Besides you, who are the other directors nominated
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o A. The following individuals al-so were nominated by
the Province.
Cherie Brant: Ms. Brant is a Partner at Dickinson
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V[r j-ght' s
practice
Toronto l-aw offj-ce where she has an Indigenous 1aw
with
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transmission
a focus on commercial real estate, energy and
and First Nations economic development. Ms.
Brant provides strategic counsel to several First Nations and
j-ndustry cl-ients seeking to develop proj ects with First
Nations and to understand and address Indigenous rights and
interests. As lead counsel, Ms. Brant was instrumental in
forming one of the largest Eirst Nations-led l-imited
partnerships in Canada resulting in the Ontario Eirst Nations
Sovereign Wealth LP's share purchase of approximately 2.42 of
Hydro One.
Ms. Brant is both Mohawk and Ojibway from the Mohawks of
the Bay of Quinte and V{ikwemikong Unceded Indian Territory.
She al-so serves on the board of the Anishnawbe Heal-th
Eoundation and is a member of the Canadian Council for
Aboriginal Business, Research Advisory Board and the
Aboriginal Energy V{orking Group of the Independent
El-ectricity System Operator. Previous directorships incl-ude
Women's College Hospital and Trillium Gift of Life.
Ms. Brant has a Bachelor of Environmental Studies, Urban
and Regionaf Planning Program from the University of Waterloo
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and a Juris Doctor from the University of Toronto. She is a
member of the Ontario Bar Association and the Law Society of
Upper Canada.
Bl-air Cowper-Smith:Mr. Cowper-Smith is the
and founder of Erin Park Business Solutions, a
advisory and consulting firm. Previously, he
Corporate Affairs Officer of Ontario Municipal
principal
Canadian
was Chief
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Retirement System (OMERS) and a member of the Senior Executive
Team where his responsibilities included regulatory affairs,
law and governance.
Partner at McCarthy
Prior to joining OMERS, he was a Senior
Tetrault LLP where his practice focused
on mergers and acquisitions, infrastructure, governance and
private equity.
Board experience includes numerous advisory assignments,
including governance advisory assignments, with boards of
directors i-ncJ-uding OMERS, Stelco, Hammerson, and includes
existing or prior director appointments and board committee
leadership roles with companies Iike Porter Airfines, 40'7
ETR, the Einancial Services Regulatory Authority and Face the
Future Foundation. He served until recently on the Public
PoIicy Committee of the Canadian Coalition for Good
Governance and on the Securities Advisory Committee of the
Ontario Securities Commission. He co-founded The Canadian
Council for Public and Private Partnerships which Ied to a
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1 long-term interest in infrastructure policy and delivery of
infrastructure based services to Canadians.
Mr. Cowper-Smith has a Bachelor of Laws (LLB) and Master
of Laws (LLM) from Osgoode Hall Law School at York University.
He is a member of the Law Society of Upper Canada and holds
the director designation through the Institute of Corporate
Directors and is a regul-ar faculty presenter for the Dj-rectors
Col1ege.
Russe-l Robertson: Mr Robertson is a corporate director
10 and former Executive Vice President and Head, Anti-Money
11 Laundering, BMO Financial Group (*BMO"). Mr. Robertson has
12 served as Chief Financial Officer, BMO Financial Group and
13 Executive Vice President, Business Integration where he
1,4 oversaw the integratj-on of Harris Bank and M&I Bank forming
15 BMO Harris Bank. Before joining BMO, he spent over 35 years
16 as a Chartered Professional Accountant holding various senior
1-1 positions including the of Vice-Chair, Deloitte &
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1B Touche LLP (Canada) and Managing Partner, Arthur
positions
Canadi-an
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20 Mr. Robertson also serves on the boards of Bausch Health
27 Companies fnc. and Turquoise Hil-I Resources. Previous
22 directorships incl-ude Virtus fnvestment Partners, Inc.
23 Mr. Robertson has a Bachelor of Arts (Honours) in
24 Business Administration from the Ivey School of Business at
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the University of Western Ontario. He is a Chartered
Professiona.l- Accountant (FCPA, FCA) and a Ee11ow of the
Institute of Chartered Accountants (Ontario). He is al-so a
member of the Institute of Corporate Directors.
A. Wtro are the six directors nominated by the Ad Hoc
Nominating Comittee?
A. The fol-lowj-ng six individuals were nominated by the
Ad Hoc Nominating Commi-ttee.
Anne Giardini o. c.: Ms. Giardini is a corporate
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director and Chancellor of Simon Eraser University. She
previously had a 20-year career with Vrleyerhaeuser Company
Limited ("Weyerhaeuser"), including as Canadlan President.T2
13 Before her tenure as President, she was Vice President and
14 General Counsel at Vileyerhaeuser where she worked on
15 corporate, Iega1, policy and strategic matters. Ms. Giardini
has been a newspaper columnist and is the author of two
novels.
Ms. Giardini also serves on the boards of Nevsun
Resources Ltd., Canada Mortgage & Housing Corporation, Vrlorld
hlil-dlife Fund (Canada) , BC Achievement Foundation, Translink
and the Greater Vancouver Board of Trade. Previous
directorships incl-ude Thompson Creek Metals Company, Inc. and
Ilieyerhaeuser.
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Ms. Giardini has a BA in Economics from Simon Fraser
University, a Bachelor of Laws from the University of British
Columbia and a Master of Law from the University of Cambri-dge
(Trinity Hall). She is licensed to practice law in British
Col-umbia (and formerly in Ontarj-o and Washington State). In
2016, Ms. Giardinj- was appointed an Officer of the Order of
Canada.
David Hay: Mr. Hay is a corporate director. He j-s
former Vice-Chair and Managing Director of CIBC World Markets
10 Inc. with power, utilities and infrastructure as a major
11 focus. Formerly, he was President and CEO of New Brunswick
1,2 Power Corporation, Managing Director of Delgatie Incorporated
13 and held senior investment banking roles, including Senj-or
1-4 Vice-President and Director responsible for mergers and
15 acquisitj-ons with Merrill Lynch Canada and Managing Director
L6 of European mergers and acquisitions with Merrill Lynch
1,7 International. He spent the early part of his career as a
18 practicing Iawyer and taught part-time at both the University
1,9 of Toronto and University of New Brunswick.
20 Mr. Hay also serves on the boards of EPCOR, SHAD (Chair),
27 the Council of Cl-ean and Reliabl-e Energy and as Chair of the
22 Acquisition Commj-ttee of the Beaverbrook Art Ga11ery. Prior
23 directorships incl-ude Toronto Hydro-Electric System Limited
24 (Vice Chair) .
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Mr. Hay has a Bachelor of Laws from
School-, York Uni-versity and a Bachelor
University of Toronto (Victoria ColIege).
professional director designatj-on from
Corporate Directors (ICD.D) .
Osgoode HaIl Law
of Arts from the
He also hofds a
the fnstitute of
r directorships include Alignvest
KGS-A1pha Capital Markets L.P., The
The lvey School of Business, The
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Timothy Hodgson:Mr. Hodgson is a Managing Partner of
Alignvest Capital Management. Prior to that, Mr. Hodgson was
Special Advisor to Governor Mark Carney at Bank of Canada.
Mr. Hodgson also held various positions in New York, London,
Silicon Va11ey and Toronto with Goldman Sachs and served as
Chief Executive Officer of Goldman Sachs Canada. Mr. Hodgson
has held roles with Salomon Brothers, Price Waterhouse & Co.
and Merril-l Lynch Canada.
Mr. Hodgson also serves on the boards of Alignvest
II Corporation (Chair), PSP fnvestments and MEG
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Energy Corp
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20 Mr. Hodgson has a Bachel-or of Commerce from the
21- University of Manitoba and a Masters of Business
22 Administration from The Richard Ivey School- of Business at
23 Western University. He is a Chartered Accountant and a member
24 of the Institute of Corporate Directors.
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Jessica McDonal-d: Ms. McDonald is Interim President and
CEO of Canada Post Corporation. Previous roles include
President and CEO of British Columbia Hydro & Power Authority
and Executive Vice President of HB Global- Advisors Corp., as
welf as a successful practice in mediation and negotiation on
major commercial and industrial projects. In addition, Ms.
McDonal-d has he1d many positions with the B.C. government,
including the most senior public service position in the
provincial government as Deputy Minister to the Premier,
Cabinet Secretary and Head of the BC Public Service,
responsible for overseeing al-l- aspects of government
operations.
Ms. McDonald a.l-so serves on the boards of Canada Post
Corporation, Coeur Mining Inc. and Trevali Mining
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16 Development Technology Canada. Previous directorships
t] include Powertech Labs (Chair) and Powerex Corp.
18 Ms. McDonal-d has a Bachelor of Arts (Political Science)
19 from the University of British Col-umbia. She is also a member
20 of the Institute of Corporate Directors of Canada.
2t Wil-f iam Shef f iefd: Mr. Shef f ietd is a corporate
22 director. He is the former CEO of Sappi Fine Papers,
headquartered in South Africa. Previously, he held senior
roles with Abitibi-Consol-idated, Inc. and Abitibi-Price, Inc.
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L He began his career in the steel industry and hel-d General-
2 Manager, Industrial Engineering and Cold Mi11 Operating roles
3 at Stelco, fnc.
4 Mr. Sheffield al-so serves on the boards of Houston Wire
5 & Cabl-e Company, Ve1an, fnc., Burnbrae Farms Ltd., Longview
6 Aviation Capital and Family Enterprise Xchange. Previous
7 directorships include Canada Post Corporatj-on, Ontario Power
B Generation, Corby Distilleries, Royal Group Technol-ogies and
9 SHAD.
10 Mr. Sheffield has a Bachel-or of Science (Chemistry) from
11 Carleton University and an MBA from McMaster Universj-ty. He
1,2 holds a professional director certj-fication from the
13 Institute of Corporate Directors and a similar designation
L4 from the National- Association of Corporate Directors in the
15 U.S. He also completed the Family Enterprise Advisors Program
76 (FEA) at the University of British Columbia.
71 I"lefissa Sonberg:Ms. Sonberg is a corporate director
and Executive-in-Residence at McGilI1Band Adjunct Professor
University's Desautel19 Eaculty of
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early part of her career in
joining Air Canada, where she
range of customer faci-ng,
functions. Ms. Sonberg was
team of Aeroplan, now part
held l-eadershi-p positions in a
operational and corporate
Management. She spent the
heafthcare industry before
of the founding executive
AIMIA. Ms. Sonberg hel-d
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Corporate Affairs and Senior Vice President, Global Brands,
Communi-cations and External Affairs at AIMIA.
Ms. Sonberg al-so serves on the boards of Exchange Income
Corporation, MD Financial Holdings, Inc., Canadian
Professional SaIes Association, Group Touchette, Women in
Capital Markets and Equitas International Centre for Human
Rights. Previous directorships include Rideau, Inc., Via
Rail Canada, University of Ottawa, International- Advisory
Board and the McGill University Health Centre.
Ms. Sonberg has a Bachel-or of Science (Psychology) from
McGj-lJ- University and a Masters of Health Administration from
the University of Ottawa. She is a Certified Human Resource
Executive and holds a professional director certification
from the Institute of Corporate Directors.
A. Did the Province play any role in the selection of
the Ad Hoc Nominating' Comittee's six nominees?
A. No.
A. Do aII of the Board nominees selected by the
Province and the Ad Hoc Nominating' Comnittee meet the
reguirements of Sections 4.2.L, 4.2.2, 4.2.3, and 4.2.4 of
the Governance Agreement previously described in your
testimony?
A. Yes.
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1 Q. Dlere there additional criteria considered by the
2 Province and Ad Hoc Nominating Comittee in seleeting their
3 nominees besides the requirenents of Sections 4.2.L, 4.2.2,
4 4.2.3, and 4.2.4 of the Governance Agreement?
5 A. Yes. Section 4.2.5 of the Governance Agreement
6 provides that the Province and Ad Hoc Nominating Committee,
7 in selecting their nominees, should consider the aspirational
B goals establ-ished in Hydro One's Skills Matrix, Board
9 Diversity Poli-cy or any other policy relating to the
10 composition of the Board forming part of Hydro One's
11 governance policies, procedures and practices Iisted in
72 Schedule "C" to the Governance Agreement.
13 Further, Section 4.2.6 of the Governance Agreement
14 provides that the majority of the Board must at all- times be
15 resident Canadians (as defined in the Busjness Corporations
16 Act (Ontario) (*OBCA") ) . Neither the Province nor the Ad Hoc
71 Nominating Committee wil-I nominate any person for election or
18 appointment as a Director if, as a result of that nominee
79 being el-ected or appointed as a Director, thJ-s requirement
20 would not be met.
2L A. Does the new Board meet the requirements of
22 Sections 4.2.5 and 4.2.6 of the Governance Agreenent?
23 A. Yes.
24 A. Now that the Province and Ad Hoc Nominating
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1 Comittee have selected Hydro One's nelr Board, what
2 additional. steps must be taken to confir:m these nominations?
3 A. On August 13, 2078t the Hydro One Board passed
4 resofutions in a sequential- fashion appointing all- 10
5 replacement directors. Each of the newly appointed directors
6 shall serve on the Board until the earlier of Lhre 2019 annual
7 meeting of shareholders of Hydro One or until his or her
8 successor is elected or appointed in accordance with the
9 Governance Agreement and OBCA. No other steps are required
10 to confirm the appointment of the new directors.
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72 IV. SELECTION OE NEW CEO EOR HYDRO ONE
13 A. Will the new Hydro One Board select a n€r!, CEO for
74 Hydro One?
15 A. Yes. Pursuant to Section 3.3 of the Governance
Agreement, the Hydro One Board selects Hydro One's CEO.
A. How wiJ-l the new Board select the new CEO for Hydro
One?
A. The selection of a new CEO for Hydro One will be
one of the new Board's highest priorities in the coming weeks
and months. The Board Chair wil-I establish a CEO Sel-ection
Committee, which will in turn appoint an Executive Recruiting
firm. Internal and external- candidates wiII be interviewed,
and a preferred candidate wil-I be selected. Negotiations
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with the preferred candidate will then take place in an effort
to enter into an agreement to be appointed CEO.
A. Can you predict when the Hydro One Board will
announce the new CEO for Hydro One?
A. At this time, I cannot predict when this
announcement will be made. As with any CEO search for a
corporation the size of Hydro One, the search and negotiations
with the finalist may take several months.
Does Hydro One have an interim or acting CEO?a
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Yes. Hydro One's former Chief Financial Officer,
11 Pauf Dobson, was named Hydro One's acting President and CEO
12 on July 11. Mr. Dobson wiII continue to serve as acting
13 President and CEO while Hydro One's new Board conducts a
14 search for Hydro One's new CEO.
15 A. Are the interests of Hydro One's customers,
76 erErloyees, or investors at risk during the search for a
71 permanent CEO?
18 A. Absolutely not. I have the greatest respect for
79 Mr. Dobson and believe he will- manage Hydro One as its acting
20 CEO wi-th the utmost integrity and skill during the Board's
27 CEO search process. The Hydro One Board should not rush its
22 selection process, and it has no need to do so with the
23 continuing leadership of Mr. Dobson and the other executives
24 and managers who have continued to serve Hydro One's
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customers, employees, and investors since JuIy 11.
A. Are you aware of any directive from the Province
that wouJ.d call into guestion the merger or would sugg'est
that Hydro One would not honor the conmitments made in the
merger agreement itself or in the Settlement StipuJ.ation and
Agreenent negotiated by all parties and fiJ.ed with the Idaho
Public Utilities Conmrission on April 13, 2OL8?
A. No, f am not.
9
10 V. COMMITMENT TO MERGER
11 A. Does the newly approved Hydro One Board of
12 Directors cormnit to the Hydro One-Avista merger and aJ.J- of
13 the Settlement conditions?
74
15
!6
t1
A. Yes. On
Directors passed
for and on behalf
under the Merger
September L9,
a resolution
of Hydro One
Agreement and with respect
201,8, the Hydro One Board of
acknowl-edging and affirming,
: (i) Hydro One's obligations
o
18 rel-ated commitments to be performed by Hydro
to the merger-
One and/or its
is consummated79 subsidiaries if the Proposed Transaction
20 pursuant to the Merger Agreement; and (ii) Hydro One's
intention to consummate the Merger,' in each case in accordance
with the terms of, and sub;ect to the conditions set out in,
the Merger Agreement and the merger-related commj-tments.
A. Does this conclude your testimony?
27
22
Woods, Supp 19
Hydro One Limited
24
o 1 A. Yes it does.
o
Woods, Supp 20
Hydro One Limited
o