To: Mark Fowler who wrote (5315 ) 2/11/2001 12:53:53 AM From: Glenn D. Rudolph Respond to of 57684 Feb 09,2001 Calpine to Pay $869 Million for Encal, Doubling Its Natural-Gas Holdings By Rebecca Smith Staff Reporter of The Wall Street Journal Calpine Corp. agreed to acquire Encal Energy Ltd. in an all-stock deal valued at $869 million, plus the assumption of $331 million in debt, making the fast-growing power producer a bigger player in the North American natural-gas market. The deal, if completed, would help Calpine lock in natural-gas supplies to fuel an expanding fleet of power plants and its energy-trading operations. The purchase also would help the San Jose, Calif., company hedge against gas-price volatility. By buying Encal, of Calgary, Alberta, Calpine's gas holdings would grow by 143%, adding one trillion cubic feet to reserves. Under terms of the deal, to which both boards have agreed, Encal shareholders will exchange their shares on the basis of one share for the equivalent of 12 Canadian dollars ($7.95) in Calpine stock. The exact exchange ratio will be set before closing. The transaction, which is expected to close in the second quarter, will be immediately accretive to Calpine earnings, the company said. Fast-growing Calpine has plans to expand its power-plant capacity from about 4,600 megawatts to more than 70,000 megawatts nationwide by the end of 2005, an amount nearly equal to all the power plants currently in operation in California and New York, combined. If the company succeeds in meeting its growth plans, Calpine expects to be the largest single consumer of natural gas in the U.S., using an amount equal to 10% of total U.S. production. Even with the Encal acquisition, Calpine has a way to go to meet its own needs. Daily production, including the Encal assets, will be only enough to supply 2,300 megawatts of generating capacity, less than the 4,000 megawatts of gas-fired plants Calpine has in operation now. Calpine has been making strategic natural-gas purchases for several months. It acquired Calgary-based TriGas Exploration Inc. last year, adding 30 million cubic feet of gas equivalent per day to reserves. It also bought gas reserves in the San Joaquin Valley in California. A favorite of investors interested in deregulated energy markets, Calpine has used its shares as currency for numerous transactions, helped by the stock's sharp rise in value. The stock was offered at $16 per share in an initial public offering in September 1996 and since has split three times. Calpine's stock appreciated 181% last year. As of 4 p.m. Thursday in New York Stock Exchange composite trading, Calpine shares were up $3.43 to $45.50; Encal shares were down 39 cents to $7.80. For the fourth quarter, Calpine reported net income of $107.7 million, compared with $30.8 million posted a year earlier. Revenue rose to $1 billion from $247.5 million. Last month, Calpine raised its earnings estimates for 2001 partly due to sharply higher power prices in California and the Northeast. About half of Calpine's plants are located in Northern California. Four more are under construction in the state, three of which will be operating by midyear. Earlier this week, the company agreed to provide the state with 1,000 megawatts of capacity, under a 10-year contract, at a price of about $58 per megawatt hour. Write to Rebecca Smith at rebecca.smith@wsj.com