EXHIBIT 99
September 5, 2000
Nomura Securities International, Inc.
Two World Financial Center
Building B
New York, NY 10281
Dear Sirs:
This letter and the related Request to Sell Agreement (defined below)
set forth the agreement of Nomura Securities International, Inc. (the
"Purchaser") and MDU Resources Group, Inc. (the "Company") regarding the
purchase by the Purchaser from the Company of the Company's common stock, par
value $1.00 per share, together with the Preference Share Purchase Rights
appurtenant thereto (the "Common Stock"). This letter and the related Request to
Sell Common Stock of MDU Resources Group, Inc. (the "Request to Sell Agreement")
between the Company and the Purchaser and dated the date hereof shall be
referred collectively herein as the "Agreement". The parties agree as follows:
1. This Agreement relates to the purchase by the Purchaser of 500,000 shares
of Common Stock (the " Shares") for an aggregate purchase price of
$11,883,400. The Purchaser agrees to purchase all of the Shares if it
purchases any of them.
2. On September 6, 2000 (the "Closing Date"), the Company will cause delivery
of the Shares to the Purchaser or its designees via DWAC, against payment
therefor (such purchase price for the Shares as agreed to in the related
Request to Sell Agreement), by wire transfer of immediately available funds
to an account designated by the Company and in accordance with the Request
to Sell Agreement.
3. The Company represents and warrants, as of the date hereof and as of the
Closing Date, that (a) it is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware; (b) the Company
has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and to issue and sell the Shares in
accordance with the terms hereof; (c) the execution, delivery and
performance of this Agreement by the Company and the consummation by it of
the transactions contemplated hereby have been duly and validly authorized
by all necessary corporate action of the Company; (d) this Agreement has
been duly executed and delivered on behalf of the Company by a duly
authorized officer; and (e) the Shares to be issued under this Agreement
have been duly authorized for issuance and sale by all necessary corporate
action of the Company and, when issued and delivered in accordance with the
terms hereof against payment of the consideration set forth herein, the
Shares shall be validly issued, fully paid and nonassessable and shall not
be subject to the preemptive or other similar rights of any securityholder
of the Company.
<PAGE>
4. The Company further represents and warrants that (a) the Company has filed
with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 415 under the Securities Act of 1933, as amended (the "Securities
Act"), a registration statement on Form S-3, Commission File Number
333-48647, including the prospectus forming a part thereof, as amended and
supplemented (the "Prospectus"), (such registration statement, as amended
and supplemented (including the Prospectus Supplement hereafter referred
to), shall be referred to hereinafter as the "Registration Statement"); (b)
the Company shall file a prospectus supplement to the Registration
Statement with the Commission in connection with this transaction (the
"Prospectus Supplement") on September 6, 2000; and (c) the Shares are
registered under the Registration Statement. A copy of the Registration
Statement as filed (and declared effective, if applicable), by the
Securities and Exchange Commission, is annexed hereto as "Exhibit A" and a
draft of the Prospectus Supplement to be filed, is annexed hereto as
"Exhibit B."
5. The Company will use its best efforts to list the Shares for trading on the
New York Stock Exchange and the Pacific Exchange and agrees promptly to
notify Purchaser to the extent it is successful in doing so.
6. The Company further represents and warrants that (a) each of the documents
incorporated or deemed to be incorporated by reference in the Registration
Statement and the Prospectus (the "Commission Filings"), at the time they
were or hereafter are filed with the Commission, complied or will comply in
all material respects with the requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations of
the Commission promulgated thereunder; (b) the Commission Filings, when
read together with the other information in the Prospectus, at the date
hereof and at the Closing Date, did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; and
(c) at the respective times the Registration Statement and any
post-effective amendments or supplements thereto became effective and at
the Closing Date, the Registration Statement complied and will comply in
all material respects with the requirements of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission promulgated
thereunder, and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
7. The Company further represents and warrants as of the date hereof and as of
the Closing Date, that no stop order or other suspension of the
effectiveness of the Registration Statement has been issued under the
Securities Act and no proceedings for that purpose have been instituted or
are pending or, to the knowledge of the Company are contemplated by the
Commission, and any request on the part of the Commission for additional
information has been complied with.
8. This Agreement shall be governed and construed in accordance with the
substantive laws of the State of New York without giving effect to the
conflicts of law principles thereunder. The Agreement constitutes the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written
and oral, among the parties, or any of them, with respect to the subject
matter hereof. This Agreement may be executed in several counterparts, and
by the different parties hereto in separate counterparts, each of which
2
<PAGE>
when executed shall be deemed to be an original but all of which taken
together with constitute one and the same agreement.
9. The Purchaser represents and warrants that (a) the Purchaser has the
requisite power and authority to enter into and perform this Agreement and
to purchase the Shares in accordance with the terms hereof; (b) the
execution, delivery and performance of this Agreement by Purchaser and the
consummation by it of the transactions contemplated hereby have been duly
and validly authorized by all necessary action; (c) this Agreement has been
duly executed and delivered on behalf of the Purchaser by a duly authorized
officer; and (d) the Purchaser is not, and will not as a result of its
purchase of the Shares be, a "Related Party," as defined in Section 312 of
the New York Stock Exchange's Listed Company Compliance Manual.
10. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
11. No provision of this Agreement may be amended other than by an instrument
in writing signed by the Company and the Purchaser and no provision hereof
may be waived other than by an instrument in writing signed by the party
against whom enforcement is sought.
Delivery of an executed copy of a signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
copy of this Agreement and shall be effective and enforceable as the original.
Please execute a copy of this letter which, when executed by the
Purchaser, will constitute an agreement between the Company and the Purchaser.
Very truly yours,
MDU RESOURCES GROUP, INC.
By: s/ Warren L. Robinson
------------------------------------
Name: Warren L. Robinson
Title: Executive Vice President, Treasurer
and Chief Financial Officer
AGREED TO:
PURCHASER:
NOMURA SECURITIES INTERNATIONAL, INC.
By: /s/ Stephen Yushar
----------------------
Name: Stephen Yushar
Title: Managing Director
3
