Filed by Chesapeake Utilities Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Florida Public Utilities Company
Commission File No.: 001-10608
Date: April 20, 2009
Chesapeake has been in existence since its founding in 1859 in Dover, Delaware. The Company
officially became incorporated as Chesapeake Utilities Corporation in 1947. Today, Chesapeake is a
diversified utility company engaged in four primary business segments: natural gas distribution,
transmission and marketing; propane distribution and wholesale marketing; advanced information
services; and other related businesses. Chesapeake Utilities Corporation is a publicly traded
company and is listed on the New York Stock Exchange, trading under the symbol CPK.
In total, Chesapeake currently serves approximately 100,000 distribution customers with either
natural gas or propane in Delaware, Maryland, Florida, Virginia and Pennsylvania. The Company
employs 448 people and posted $291.4 million in revenue for 2008. Over the last five years, the
Company has more than doubled its market capitalization to over $200 million at the end of 2008.
Chesapeakes core business is natural gas distribution and transmission. The Delaware and Maryland
natural gas distribution operation is known as Chesapeake Utilities, and the Florida natural gas
distribution operation is known as Central Florida Gas. Central Florida Gas, which is
headquartered in Winter Haven, Florida, serves approximately 16,800 residential, commercial and
industrial customers in 23 Florida counties.
In total, the Companys natural gas distribution operations serve approximately 65,000 residential,
commercial and industrial customers in Delaware, Maryland and Florida. Eastern Shore Natural Gas
Company, the Companys natural gas transmission subsidiary, transports and delivers natural gas
through 379 miles of transmission pipeline to industrial customers and natural gas distribution
companies including the Companys Delaware and Maryland divisions, and owns and operates the only
transmission pipeline south of the Chesapeake and Delaware Canal on the Delmarva Peninsula.
Chesapeakes propane distribution and wholesale marketing is a major part of its unregulated
business portfolio. Sharp Energy, the Companys propane distribution subsidiary, distributes
propane to approximately 35,000 residential, commercial and industrial customers in Delaware,
Maryland, Virginia, Pennsylvania and Florida. Chesapeakes other subsidiaries include Peninsula
Energy Services Company, Inc. (PESCO), a natural gas marketing company; Peninsula Pipeline Company,
Inc., an intrastate pipeline company in Florida; Xeron, Inc., a propane wholesale marketing company
in Houston, Texas; and BravePoint®, Inc., the Companys advanced information services
subsidiary based in Atlanta.
Founded in 1924, Florida Public Utilities distributes natural gas, propane and electricity to
residential, commercial and industrial customers in Florida. The Company is organized into two
regulated business segments natural gas and electric; and one non-regulated business segment
propane gas.
In total, Florida Public Utilities serves approximately 95,700 customers in 19 counties throughout
the State of Florida. The company employs 348 people and posted revenues of $168.5 million for
2008. Florida Public Utilities is a publicly traded company on the NYSE Amex, trading under the
ticker symbol FPU.
The Companys regulated segments sell natural gas and electricity to approximately 83,000
customers, and its unregulated segment sells propane gas through a wholly owned subsidiary, Flo-Gas
Corporation, to approximately 12,500 customers throughout northeast, central and southern Florida.
Florida Public Utilities also sells merchandise and other service-related products as a complement
to its natural gas and propane segments.
IMPORTANT INFORMATION:
Additional Information and Where to Find It
In connection with the proposed merger, Chesapeake will file a registration statement on Form S-4
with the SEC, which will include a joint proxy statement of Chesapeake and Florida Public Utilities
and a prospectus, as well as other materials. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, FLORIDA PUBLIC UTILITIES AND THE
PROPOSED MERGER. Investors will be able to obtain free copies of the registration statement and
proxy statement/prospectus (when available) as well as other filed documents containing information
about Chesapeake and Florida Public Utilities at http://www.sec.gov, the SECs Web site. Free
copies of Chesapeakes SEC filings are also available on Chesapeakes Web site at
investor.shareholder.com/CPK/sec.cfm and free copies of Florida Public Utilities SEC filings are
also available on Florida Public Utilities Web site at www.fpuc.com/about_us/invest.asp.
Participants in the Solicitation
Chesapeake and Florida Public Utilities and their respective directors, executive officers, other
members of management and employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies with respect to the proposed merger. Information about the directors and
executive officers of Florida Public Utilities is set forth in the proxy statement for Florida
Public Utilities 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on
April 6, 2009 and Form 10-K filed with the SEC on March 20, 2009. Information about the directors
and executive officers of Chesapeake is set forth in the proxy statement for Chesapeakes 2009
Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on March 27, 2009 and Form
10-K filed with the SEC on March 9, 2009. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the merger may be obtained by
reading the registration statement, joint proxy statement/prospectus and other materials to be
filed with the SEC regarding the proposed merger when it becomes available. You may obtain free
copies of these documents as described previously.