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PG&E; to Acquire Valero Energy for $1.5 Billion

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From Times Wire Services

PG&E; Corp. said Friday that it will buy San Antonio-based Valero Energy Corp. and its natural gas services business for $1.5 billion in stock and debt.

San Francisco-based PG&E;, parent of Pacific Gas & Electric, said it planned to acquire Valero’s natural gas business, which operates a 7,500-mile pipeline system and eight natural gas processing plants in Texas.

The acquisition would not include Valero’s wholly owned subsidiary, Valero Refining & Marketing Co., which would be spun off before the deal is completed.

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Valero Natural Gas Co.’s pipeline system can carry more than 3 billion cubic feet of gas a day. Its operations include transporting and marketing natural gas and natural gas liquids, and the marketing of electric power.

“This acquisition represents another integral component of PG&E; Corp.’s strategic plan to competitively position itself in a rapidly changing energy marketplace,” PG&E; Chairman Stanley Skinner said in a statement.

“The combination of our two companies is a natural fit,” he said. “We share the same vision of the convergence of gas and electric energy markets and the key attributes that the successful energy company of the future must bring to the marketplace.”

The acquisition would mark PG&E;’s third recent investment in the natural gas industry in Texas. In December, PG&E; acquired Energy Source Inc., a Houston-based gas marketing business.

Earlier this week, PG&E; finalized the purchase of Teco Pipeline Co., a Corpus Christi, Texas-based company that operates natural gas gathering, processing, transportation and marketing businesses.

PG&E; said the combination of Valero, Teco and Energy Source would create one of the top 10 gas marketing operations in the United States, with average daily sales volumes of 3.6 billion cubic feet per day in 1996.

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The firm said the deal is expected to be completed by mid-1997.

The deal was announced after the market closed Friday. PG&E;’s shares rose 12.5 cents to close at $22.875; Valero shares gained $1.375 to close at $33.75. Both trade on the New York Stock Exchange.

Under terms of the deal, PG&E; would acquire Valero for about $1.5 billion, plus adjustments for working capital and other considerations.

PG&E; would issue $722.5 million of common stock, in exchange for outstanding shares of Valero common stock, and would assume some debt and other liabilities. Each Valero shareholder would get about 0.63 shares of PG&E; common stock for each Valero share, based on a PG&E; closing price Thursday of $22.75 per share. The value to Valero shareholders is about $14.25 per share of Valero stock.

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