Welcome to the special meeting for NorthWestern Energy Group, Inc. Our host for today's call is Brian Bird, President and Chief Executive Officer. I will now turn the call over to your host. Mr. Bird, you may begin, sir.
Thank you. Good morning and welcome. I'm Brian Bird, President and CEO of NorthWestern Energy Group, and with me is Linda Sullivan, our Board Chair. On behalf of the board and the management team, many of whom are with us today, I welcome you to our virtual special shareholder meeting. Linda.
Thank you, Brian. Thank you. I am Linda Sullivan, the Independent Chair of NorthWestern Energy Group's board. Thank you for joining us today. At this special meeting of shareholders, we are seeking approval of our pending merger with Black Hills Energy. The outline of the meeting will be as follows. We will begin with a brief presentation reminding shareholders of the strategic rationale of the merger. Then there will be a relatively short formal business section of the meeting, at which time we will ask shareholders to cast their votes electronically using the virtual special meeting website. We will then provide preliminary results from the voting and conclude the meeting. I now call this special meeting of the shareholders of NorthWestern Energy Group, Inc. to order. As I mentioned, today we are seeking approval of the pending merger with Black Hills Energy.
From the board's perspective, this merger represents a compelling and value-creating opportunity for our shareholders that builds a stronger, more resilient regional utility with greater scale, diversification, and long-term growth potential. We believe that together, we will be better positioned to deliver long-term value to our customers, communities, and shareholders. I will now ask our President and CEO, Mr. Brian Bird, to provide an overview of the merger.
Thanks, Linda. On the first slide, just please note that the presentation may include forward-looking statements. From a transaction overview, from a structure standpoint, this is a tax-free all-stock merger. NorthWestern shareholders will receive 0.98 shares of Black Hills for each outstanding NorthWestern share, which would result in a pro forma ownership for the NorthWestern shareholders of approximately 44%. The leadership team has been partially named. The four named executives, I will be the CEO. Marnie Jones from Black Hills will serve as the Chief Operating Officer. Crystal Lail from NorthWestern will serve as the Chief Financial Officer. Kimberly Nooney from Black Hills will serve as the Chief Integration Officer. The new Board of directors, there'll be 11-member Board of Directors, 6 designated by Black Hills and 5 designated by NorthWestern. The NorthWestern slate side will include myself and current Board Chair Linda Sullivan.
Steve Mills, Black Hills' Chair, will be the chair of the combined company board. Linda Sullivan, NorthWestern's Chair, will chair the combined company's nominating and governance committee. The headquarters will be located in Rapid City, South Dakota, but we'll also have leadership and operational support offices remaining throughout the multi-state service territory. The new name of the combined entity, Bright Horizon Energy, but our operating companies will maintain their current names and will be serving customers as NorthWestern Energy in our jurisdiction and Black Hills Energy in Black Hills' current jurisdictions. Timing, and of the approvals, we expect to close the transaction in the second half of 2026, assuming we receive all the necessary approvals. The combination presents compelling strategic and financial rationale, some of which Linda mentioned earlier.
It would result in increased scale across continuous service territory, which will enhance diversification, resulting in a more resilient utility to safely, reliably, and cost-effectively meet customers' growing energy needs. It will increase the combined company's long-term targeted EPS growth up to 5.7%, up from 4%-6% individually for each company. The transaction is expected to be accretive to each company's EPS in the first year following the close of the transaction. The transaction will provide strong and predictable earnings and cash flows with more efficient access to capital to be credit-enhancing and support a high-quality credit profile. We together will be better positioned to capture accretive growth opportunities than either company could achieve independently. Lastly, this transaction combines two complementary teams with shared cultures focused on operational excellence and exceptional customer service. The transaction will deliver benefits to other stakeholders.
For instance, customers will receive the same great service they receive from both companies today now as from a much larger organization. We will continue to be an employer of choice, attracting the same great employees that we have today, but also providing enhanced opportunities of a much larger organization. From a community standpoint, we will maintain our current strong operational leadership presence in each of the service territories where combined company conducts business with continued support for civic and philanthropic organizations. From a regulatory approvals and timing, we have filed for all of our necessary approvals and we expect the transaction to close in the second half of 2026, assuming we receive those approvals. That concludes my presentation, Madam Chair.
Thank you, Brian. I will now ask Tim Olson, the Corporate Secretary for NorthWestern Energy Group, to provide his report.
Thank you, Chair Sullivan. We have received a report from Broadridge Financial Solutions, our independent inspector of elections, stating that notice of this meeting, along with the joint proxy statement prospectus relating to the all-stock merger of Black Hills and NorthWestern, was mailed or made available on February 6, 2026 to shareholders of record as of the close of business on February 2, 2026, our record date for this meeting. A list of shareholders as of the record date is available at the registered shareholders list link found on this webcast page. Based on the report from Broadridge, this meeting is duly called with timely and proper notice. In addition, based on that information provided by Broadridge, a quorum of shareholders is present to conduct our meeting today.
Pursuant to the foregoing report of the corporate secretary, I hereby declare that a quorum is present at this special meeting and that we may proceed with the business portion of the meeting. The items of business for today's special meeting is to act on three proposals that were brought before the shareholders on the notice of special meeting of shareholders and in the joint proxy statement relating to the all-stock merger of Black Hills and NorthWestern. Those proposals are as follows. Proposal number one, the NorthWestern merger proposal. A proposal to adopt the merger agreement, a copy of which was included in Annex A to the joint proxy statement. The board of directors recommends a vote for the NorthWestern merger proposal. Proposal number two, the NorthWestern merger-related compensation proposal. An advisory vote on merger-related compensation arrangements for NorthWestern's named executive officers.
The board of directors recommends a vote for the NorthWestern Merger-Related Compensation Proposal. Proposal number three, the NorthWestern Meeting Adjournment Proposal. A vote on a proposal to approve any motion to adjourn the NorthWestern special meeting if necessary. The board of directors recommends a vote for the NorthWestern Meeting Adjournment Proposal. That concludes the matters to be voted on as outlined in the notice of the special meeting. I would now like to open the polls for voting. If you have not yet voted, you will have a few minutes to cast your vote electronically. If you have previously voted your proxy and do not wish to change your vote, you do not need to do anything. Your vote has already been recorded. If you wish to change your previous vote, you should cast your vote now. I will now pause to allow you time to cast your ballot.
As a reminder, we will be closing the polls momentarily. If you intend to vote electronically, please do so now. Mr. Olson, based on the current level of voting activity, do we need additional time for voting?
Madam Chair, I do not see any further votes being cast at this time. I believe it would be appropriate to close the polls.
Thank you, Mr. Olson. In accordance with our bylaws, I will now close the polls with respect to proposals one through three. I would now ask the corporate secretary if we've received the preliminary voting tabulations from Broadridge.
Thank you, Madam Chair. We have received the preliminary voting tabulation from Broadridge. We have also seen the number of shares that were voted at the special meeting, but not the actual votes. Based on the number of shares voted at the meeting today and the preliminary voting tabulation from Broadridge, I am pleased to report on a preliminary basis that shareholders have approved the adoption of the NorthWestern Merger Proposal, approved the NorthWestern Merger-Related Compensation Proposal, and approved the NorthWestern Meeting Adjournment Proposal. Broadridge will provide a final voting tabulation after today's meeting, and we will file a Form 8-K within four business days of this meeting to report the final voting results, which will show and include the shares voted at today's meeting. I turn it back to you, Madam Chair.
Thank you, Mr. Olson. As there is no other formal business to be conducted at this meeting, I now adjourn this meeting. On behalf of the board and management of the company, I thank you for your participation and thank you for your support.
The meeting has now concluded. Thank you for joining, and have a pleasant day.