Black Hills & NorthWestern to merge in all-stock deal; combined EV ~$15.4B

NorthWestern Energy Group, Inc.

Fixed exchange ratio: 0.98 BKH shares per NWE share; ~4% premium based on March VWAP.
Combined market cap ~$7.8B; BKH shareholders own ~56%, NWE ~44% on fully diluted basis.
Expected to close in 12-15 months pending HSR, state (MT, NE, SD, AR) and FERC approvals, plus shareholder votes.
Brian Bird (NWE CEO) to be CEO of combined company; Linn Evans (BKH CEO) to retire at close.
Merger expected to be accretive to each company's EPS in first full year; long-term EPS growth target 5-7%.

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