NorthWestern (NWE) and Black Hills (BKH) sign all-stock merger; NWE shareholders get 0.98 BKH share

NorthWestern Energy Group, Inc.

All-stock merger: each NWE share receives 0.98 BKH share; combined company NewCo to be based in Rapid City, SD.
Brian Bird (NWE CEO) becomes CEO of NewCo; Black Hills CEO Linden Evans to retire post-closing.
NewCo board: 11 members – 6 from Black Hills (including chair), 5 from NorthWestern.
Conditions: shareholder votes, FERC and state utility approvals, HSR clearance; termination fee $100M.
All restricted stock vests at closing; performance RSUs convert to time-based on greater of target/actual.

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