Algonquin Power & Utilities Corp. to Acquire The Empire District Electric Company in C$3.4 Billion (US$2.4 Billion) Transaction

Algonquin Power & Utilities Corp. ("APUC") (TSX: AQN) and The Empire
District Electric Company (“Empire”) (NYSE:EDE) today announced that a
subsidiary of Liberty Utilities Co. (“Liberty Utilities”), APUC's wholly
owned regulated utility business, has entered into an agreement and plan
of merger pursuant to which Liberty Utilities will indirectly acquire
Empire and its subsidiaries (the “Transaction”).

Under the terms of the all-cash transaction, which has been unanimously
approved by the Board of Directors of each company, Empire’s
shareholders will receive US$34.00 per common share (the “Purchase
Price”), representing an aggregate purchase price of approximately C$3.4
billion (US$2.4 billion), including the assumption of approximately
C$1.3 billion (US$0.9 billion) of debt as of September 30, 2015. The
Purchase Price represents a 21% premium to the closing price on February
8, 2016 and a 50% premium to Empire’s unaffected share price on December
10, 2015.

Closing of the Transaction is subject to customary closing conditions,
including the approval of Empire’s common shareholders, and the receipt
of certain state and federal regulatory and government approvals,
including approval of the relevant commissions of the states of
Arkansas, Kansas, Missouri and Oklahoma (collectively, the State
Commissions), the Federal Communications Commission (the FCC), the
Committee on Foreign Investment in the United States and the Federal
Energy Regulatory Commission (the FERC), and the expiration or
termination of the waiting period under the Hart-Scott-Rodino Act. The
Transaction is expected to close in Q1 2017.

At the closing of the Transaction, Empire will become a wholly-owned
subsidiary of Liberty Utilities and will cease to be a publicly-held
corporation. Until such time as the acquisition closes, Empire expects
to pay its regular quarterly dividends at the annualized rate (currently
US $1.04 per share).

The Empire District Electric Company is a Joplin, Missouri based
regulated electric, gas (through its wholly-owned subsidiary The Empire
District Gas Company), and water utility, collectively serving
approximately 218,000 customers in Missouri, Kansas, Oklahoma, and
Arkansas.

“The acquisition of Empire represents a continuation of our disciplined
growth strategy which strengthens and diversifies Algonquin’s existing
businesses and strategically expands our regulated utility footprint in
the mid-west United States. The addition of this large, well run utility
to the Algonquin family will support our 10% annual dividend growth
target through significant accretion to shareholder cash flows and
earnings,” commented Ian Robertson, Chief Executive Officer of APUC.
Empire’s service territories, business lines and corporate culture are
highly complementary to Liberty Utilities and we will continue Empire’s
history of prudently investing in its systems, communities and
employees,” Robertson added.

As noted by Brad Beecher, Empire’s President and Chief Executive
Officer, “Over the years, Empire has focused its energies on its core
values of providing safe, reliable and economical service to its
customers, a fair return to its shareholders, and a safe and positive
work experience for its employees. We are not only pleased that our
shareholders will be fairly compensated for their investment in Empire,
but also that we’ve found a partner who shares our same values, is
dedicated to continuing to serve our customers and communities at a high
level, and is committed to maintaining the strong working relationships
we have developed with our regulatory agencies.”

Transaction Highlights

Significant Growth in Regulated Utility Operations

Upon closing, the Transaction will add C$4.1 billion of utility assets
and 218,000 customers to Liberty Utilities’ current portfolio of utility
operations resulting in a total asset base of APUC of C$8.9 billion, an
87% increase. As a result of the Transaction, APUC’s business mix will
shift towards regulated utility operations, with EBITDA from regulated
utility operations increasing from 51% to 72% on a pro forma basis.³

Consistent with APUC’s Financial Goals

The Transaction is expected to be immediately accretive at close to
APUC’s EPS and FFOPS and generate average annual accretion to EPS and
FFOPS of approximately 7% to 9% and 12% to 14%, respectively, for the
three year period following closing. The Transaction will provide
additional support to APUC’s annual dividend growth target of 10%.

The financing plan to complete the Transaction is designed to maintain
APUC’s current credit profile and strong investment grade credit ratings.

APUC and Empire Have Complementary Operations

Empire is a regulated investment grade utility with approximately 90% of
its on system revenue from Missouri and Arkansas, regulatory
jurisdictions that Liberty Utilities has operated in for many years. The
Transaction further diversifies Liberty Utilities’ electric, gas, and
water utility operations and provides an entry into two new markets in
Oklahoma and Kansas.

Empire’s management team will strengthen Liberty Utilities’ leadership
team, particularly in the mid-states region. Both companies have
compatible cultures with a focus on safety, reliability, customer
service and efficiency.

Commitment to Empire’s Communities, Customers and Employees

Following the close of the Transaction, Empire will continue to be
regulated by the State Commissions, the FCC and the FERC and will
continue to operate under the Empire name. The transaction will not
affect Empire’s customers or their rates paid for service. APUC intends
to maintain the existing Empire operating and management structure
within its Liberty Utilities umbrella. No changes to management or
employee staffing at Empire are expected as a result of the Transaction,
and Empire will maintain its existing headquarters location in Joplin,
Missouri. Following closing of the Transaction, APUC expects to
consolidate existing Liberty Utilities operations in the region under
the Empire senior leadership. In addition, Liberty Utilities has pledged
that Empire will maintain its historic levels of community involvement
and charitable contributions and support in its existing service
territories.

Acquisition Financing

APUC has obtained a US$1.6 (C$2.2) billion fully committed bridge debt
financing from CIBC Capital Markets, J.P. Morgan, Scotiabank, and Wells
Fargo to finance the Transaction. Permanent financing is expected to be
obtained by placements of common equity, preferred equity, convertible
debentures and long term debt, along with the assumption of existing
Empire indebtedness.

The timing of remaining financing activities will be influenced by the
regulatory approvals process and is subject to prevailing market
conditions.

Advisors

Wells Fargo Securities, LLC acted as lead Merger Advisor and JPMorgan
acted as lead Financial and Strategic Advisor to APUC. Husch Blackwell
LLP served as transaction legal counsel and Choate Hall & Stewart LLP
served as finance legal counsel to APUC.

Moelis & Company LLC acted as exclusive financial advisor to Empire.
Cahill Gordon & Reindel LLP served as legal counsel to Empire.

________________________________________

¹ Excludes the value of the small non-regulated Fiber optics
business
² Based on APUC management internal estimate of
Empire 2017 EBITDA
³ Based on APUC management internal
estimate of Empire 2017 EBITDA

Teleconference Calls

APUC will host a conference call for investors and analysts at 4:30 pm
Eastern Time on February 9^th to discuss the Transaction.
Analysts and investors can participate in the conference call by calling
416-847-6330 or toll free 1-866-530-1553 and entering passcode 7046446.

For those unable to attend the live call, a digital recording will be
available for replay two hours after the call by dialing 1-888-203-1112
or 647-436-0148, access code 7046446, from Friday, February 9, 2016
until Tuesday, February 23, 2016.

Presentation slides for the conference call are available on the APUC
website at www.algonquinpower.com

Empire will host a conference call for investors and analysts at 1:00 pm
Eastern Time on February 11^th to discuss the Transaction.
Analysts and investors can participate in the conference call by calling
1-888-243-4451 (within the United States) or 1-855-669-9657 (within
Canada) or 1-412-542-4135 (outside North America) and ask to be joined
to the Empire District Electric Company call.

For those unable to attend the live call, a digital recording will be
available for replay one hour after the call by dialing 1-877-344-7529
(within the United States), 1-855-669-9658 (within Canada) or
1-412-317-0088 (outside North America), access code 10081053, from
Thursday, February 11, 2016 until Thursday, February 18, 2016.

Presentation slides for the conference call will be made available on
the Empire website at www.empiredistrict.com

About Algonquin Power & Utilities Corp.

Algonquin Power & Utilities Corp. is a $4.8 billion North American
diversified generation, transmission and distribution utility. The
Distribution Group provides rate regulated water, electricity and
natural gas utility services to approximately 560,000 customers in the
United States. The Generation Group owns a portfolio of North American
based contracted wind, solar, hydroelectric and natural gas powered
generating facilities representing more than 1,100 MW of installed
capacity. The Transmission Group invests in rate regulated electric
transmission and natural gas pipeline systems in the United States and
Canada. APUC delivers continuing growth through an expanding pipeline of
renewable energy development projects, organic growth within its
regulated distribution and transmission businesses, and the pursuit of
accretive acquisitions. Common shares and preferred shares are traded on
the Toronto Stock Exchange under the symbols AQN, AQN.PR.A and AQN.PR.D.
Visit APUC at www.AlgonquinPowerandUtilities.com
and follow us on Twitter @AQN_Utilities.

About The Empire District Electric Company

Based in Joplin, Missouri, The Empire District Electric Company (NYSE:
EDE) is an investor-owned, regulated utility providing electricity,
natural gas (through its wholly owned subsidiary The Empire District Gas
Company), and water service, with approximately 218,000 customers in
Missouri, Kansas, Oklahoma, and Arkansas. A subsidiary of Empire also
provides fiber optic services. For more information regarding Empire,
visit www.empiredistrict.com.

Additional Information and Where to Find It

The proposed transaction will be submitted to shareholders of Empire for
their consideration. In connection with the transaction, Empire will
file a proxy statement and other materials with the U.S. Securities and
Exchange Commission (the SEC). This communication is not a substitute
for the proxy statement or any other document that Empire may send to
its shareholders in connection with the proposed transaction. EMPIRE
SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT FOR THE PROPOSED
TRANSACTION WHEN IT IS FILED, AND ANY AMENDMENT OR SUPPLEMENT THERETO
THAT MAY BE FILED, WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT EMPIRE AND THE TRANSACTION. All such documents, when
filed, are available free of charge at the SEC’s website at www.sec.gov,
at Empire’s website at www.empiredistrict.com
or by sending a written request to Corporate Secretary, The Empire
District Electric Company, 602 S. Joplin Avenue, Joplin, Missouri 64801.

Participants in the Solicitation

Empire and its directors and executive officers are deemed to be
participants in any solicitation of Empire shareholders in connection
with the proposed transaction. Information about Empire directors and
executive officers is available in Empire’s definitive proxy statement,
filed on March 18, 2015, in connection with its 2015 annual meeting of
shareholders, and in Empire’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2014.

Non-solicitation

This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.

Information Concerning Forward-Looking Statements

Certain matters discussed in this press release are “forward-looking
statements” within the meaning of applicable securities laws, including
the Private Securities Litigation Reform Act of 1995 and are intended to
qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Statements that are not
historical facts, including statements about beliefs, expectations,
estimates, projections, goals, forecasts, assumptions, risks and
uncertainties, are forward-looking statements. Forward-looking
statements are often characterized by the use of words such as
“believes,” “estimates,” “expects,” “projects,” “may,” “intends,”
“plans,” “anticipates,” “pro forma,” “predicts,” “seeks,” “could,”
“would,” “will,” “can,” “continue” or “potential” and the negative of
these terms or other comparable or similar terminology or expressions.
The forward-looking statements in this press release include, without
limitation, statements relating to Liberty Utilities’ proposed
acquisition of Empire, shareholder and regulatory approvals, the
completion of the proposed transaction, benefits of the proposed
transaction, and anticipated future financial measures and operating
performance and results, including estimates for growth. These
statements reflect APUC’s and Empire’s management’s current beliefs and
are based on information currently available to APUC management and
Empire management. Forward-looking statements involve significant risk,
uncertainties and assumptions. Certain factors or assumptions have been
applied in drawing the conclusions contained in the forward-looking
statements (some of which may prove to be incorrect). APUC and Empire
caution readers that a number of factors could cause actual results,
performance or achievement to differ materially from the results
discussed or implied in the forward-looking statements. Important
factors that could cause actual results, performance and results to
differ materially from those indicated by any such forward-looking
statements include risks and uncertainties relating to the following:
(i) the risk that Empire may be unable to obtain shareholder approval
for the proposed transaction or that Liberty Utilities or Empire may be
unable to obtain governmental and regulatory approvals required for the
proposed transaction, or that required governmental and regulatory
approvals or agreements with other parties interested therein may delay
the proposed transaction or may be subject to or impose adverse
conditions or costs; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; or could otherwise cause the failure of the merger to close;
(iii) the risk that a condition to the closing of the proposed
transaction may not be satisfied; (iv) the failure to obtain, or to
obtain on favorable terms, any financing necessary to complete the
merger; (v) the outcome of any legal proceedings, regulatory proceedings
or enforcement matters that may be instituted relating to the proposed
merger; (vi) the receipt of an unsolicited offer from another party to
acquire assets or capital stock of Empire that could interfere with the
proposed merger; (vii) the timing to consummate the proposed
transaction; (viii) the costs incurred to consummate the proposed
transaction or any financing transaction related to the proposed
transaction, or to realize any benefits of the proposed transaction;
(ix) the credit ratings of the companies following the proposed
transaction; (x) disruption from the proposed transaction making it more
difficult to maintain relationships with customers, employees,
regulators or suppliers; (xi) the diversion of management time and
attention on the transaction; (xii) general worldwide economic
conditions and related uncertainties; (xiii) the effect and timing of
changes in laws or in governmental regulations (including environmental
laws and regulations); (xiv) the timing and extent of changes in
interest rates, commodity prices and demand and market prices for gas
and electricity; and (xv) other factors discussed or referred to in the
“Risk Factors” section of APUC’s most recent Annual Information Form
filed with securities regulators in Canada and such other materials that
APUC may file in connection with the proposed transaction with
securities regulators in Canada or in the “Risk Factors” or “Forward
Looking Statements” sections of Empire’s most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission (the SEC)
and in subsequently filed Forms 10-Q and 8-K.

Additional risks and uncertainties will be discussed in the proxy
statement and other materials that Empire will file with the SEC in
connection with the proposed transaction. There can be no assurance that
the proposed transaction will be completed, or if it is completed, that
it will close within the anticipated time period or that the expected
benefits of the proposed acquisition will be realized. These factors
should be considered carefully and undue reliance should not be placed
on the forward-looking statements. Each forward-looking statement in
this press release speaks only as of the date of the particular
statement. For additional information with respect to certain of the
risks or factors, reference should be made to the management’s
discussion and analysis section of APUC’s most recent annual report,
quarterly report and Annual Information Form and to Empire’s filings
with the SEC. Except as required by law, APUC and Empire disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Information Concerning Non-GAAP Measures

The terms EBITDA and “Funds From Operations Per Share” are used in this
press release. The terms EBITDA and “Funds From Operations Per Share”
are not recognized measures under GAAP. There is no standardized measure
of EBITDA and “Funds From Operations Per Share”, consequently APUC’s and
Empire’s method of calculating these measures may differ from methods
used by other companies and therefore may not be comparable to similar
measures presented by other companies. A calculation and analysis of
EBITDA and “Funds From Operations Per Share” can be found below.

EBITDA

EBITDA is a non-GAAP measure used by many investors to compare companies
on the basis of ability to generate cash from operations. APUC uses
EBITDA to assess the operating performance of APUC without the effects
of (as applicable): depreciation and amortization expense, income tax
expense or recoveries, acquisition costs, litigation expenses, interest
expense, gain or loss on derivative financial instruments, write down of
intangibles and property, plant and equipment, earnings attributable to
non-controlling interests and gain or loss on foreign exchange, earnings
or loss from discontinued operations and other typically non-recurring
items. APUC adjusts for these factors as they may be non-cash, unusual
in nature and are not factors used by management for evaluating the
operating performance of the company. APUC believes that presentation of
this measure will enhance an investor’s understanding of APUC’s
operating performance. EBITDA is not intended to be representative of
cash provided by operating activities or results of operations
determined in accordance with GAAP.

Funds from Operations Per Share

Funds from operations is a non-GAAP measure used by investors to compare
cash flows from operating activities without the effects of certain
volatile items that generally have no current economic impact or items
such as acquisition expenses and are viewed as not directly related to a
company’s operating performance. APUC uses adjusted funds from
operations to assess its performance without the effects of (as
applicable) changes in working capital balances, acquisition expenses,
litigation expenses, cash provided or used in discontinued operations
and other typically non-recurring items affecting cash from operations
as these are not reflective of the long-term performance of the
underlying businesses of APUC. Funds from operations per share is
calculated based on the weighted average number of basic common shares
outstanding. APUC believes that analysis and presentation of funds from
operations on this basis will enhance an investor’s understanding of the
operating performance of its businesses. It is not intended to be
representative of cash flows from operating activities as determined in
accordance with GAAP.

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