Filed by AGL Resources Inc.
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: Nicor Inc.
Commission File No: 333-172084
Data presented in this document represents pro forma AGL Resources at the close of the proposed transaction. Top ranking of
customers served is based upon reported customer counts for pure natural gas companies based on current customer counts.
Source for combined revenue data is S-4 filed on March 14, 2011, by AGL Resources. Source data for pipeline mileage is as
reported to the American Gas Association or on individual company websites. Merger milestone chart is representative of the
milestones that will occur between the announcement of the planned transaction and its consummation and is not intended to
indicate that the milestones must occur in the order presented.
customers served is based upon reported customer counts for pure natural gas companies based on current customer counts.
Source for combined revenue data is S-4 filed on March 14, 2011, by AGL Resources. Source data for pipeline mileage is as
reported to the American Gas Association or on individual company websites. Merger milestone chart is representative of the
milestones that will occur between the announcement of the planned transaction and its consummation and is not intended to
indicate that the milestones must occur in the order presented.
Forward Looking Statements
To the extent any statements made in this document contain information that is not historical, these statements are forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”).
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”).
These forward-looking statements relate to, among other things, the expected benefits of the proposed merger such as
expected revenue and growth potential, our ability to be one of the lowest-cost, most diversified natural gas companies, and
receipt of the necessary approvals for the transaction. Forward-looking statements can generally be identified by the use of
words such as “believe”, “anticipate”, “expect”, “estimate”, “intend”, “continue”, “plan”, “project”, “will”, “may”, “should”, “could”,
“would”, “target”, “potential” and other similar expressions. In addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances are forward-looking statements. Although certain of these statements
set out herein are indicated above, all of the statements in this document that contain forward-looking statements are qualified
by these cautionary statements. Although AGL Resources and Nicor believe that the expectations reflected in such forward-
looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed
on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but
not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those
expressed or implied in such statements. Important factors that could cause actual results to differ materially from these
expectations include, among other things, the following: the failure to receive, on a timely basis or otherwise, the required
approvals by AGL Resources and Nicor stockholders and government or regulatory agencies (including the terms of such
approvals); the risk that a condition to closing of the merger may not be satisfied; the possibility that the anticipated benefits
and synergies from the proposed merger cannot be fully realized or may take longer to realize than expected; the possibility
that costs or difficulties related to the integration of AGL Resources and Nicor operations will be greater than expected; the
ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other
business partners; the impact of legislative, regulatory, competitive and technological changes; the risk that the credit ratings of
the combined company may be different from what the companies expect; and other risk factors relating to the energy industry,
as detailed from time to time in each of AGL Resources’ and Nicor’s reports filed with the Securities and Exchange Commission
(“SEC”). There can be no assurance that the proposed merger will in fact be consummated.
expected revenue and growth potential, our ability to be one of the lowest-cost, most diversified natural gas companies, and
receipt of the necessary approvals for the transaction. Forward-looking statements can generally be identified by the use of
words such as “believe”, “anticipate”, “expect”, “estimate”, “intend”, “continue”, “plan”, “project”, “will”, “may”, “should”, “could”,
“would”, “target”, “potential” and other similar expressions. In addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances are forward-looking statements. Although certain of these statements
set out herein are indicated above, all of the statements in this document that contain forward-looking statements are qualified
by these cautionary statements. Although AGL Resources and Nicor believe that the expectations reflected in such forward-
looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed
on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but
not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those
expressed or implied in such statements. Important factors that could cause actual results to differ materially from these
expectations include, among other things, the following: the failure to receive, on a timely basis or otherwise, the required
approvals by AGL Resources and Nicor stockholders and government or regulatory agencies (including the terms of such
approvals); the risk that a condition to closing of the merger may not be satisfied; the possibility that the anticipated benefits
and synergies from the proposed merger cannot be fully realized or may take longer to realize than expected; the possibility
that costs or difficulties related to the integration of AGL Resources and Nicor operations will be greater than expected; the
ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other
business partners; the impact of legislative, regulatory, competitive and technological changes; the risk that the credit ratings of
the combined company may be different from what the companies expect; and other risk factors relating to the energy industry,
as detailed from time to time in each of AGL Resources’ and Nicor’s reports filed with the Securities and Exchange Commission
(“SEC”). There can be no assurance that the proposed merger will in fact be consummated.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking
statements may be found in the body of this release, as well as under Item 1.A. in each of AGL Resources’ and Nicor’s Annual
Report on Form 10-K for the fiscal year December 31, 2010. AGL Resources and Nicor caution that the foregoing list of
important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make
decisions with respect to AGL Resources and Nicor, investors and others should carefully consider the foregoing factors and
other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed
transaction or other matters attributable to AGL Resources and Nicor or any other person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein
speak only as of the date of this presentation. Neither AGL Resources nor Nicor undertakes any obligation to update or revise
any forward-looking statement, except as may be required by law.
statements may be found in the body of this release, as well as under Item 1.A. in each of AGL Resources’ and Nicor’s Annual
Report on Form 10-K for the fiscal year December 31, 2010. AGL Resources and Nicor caution that the foregoing list of
important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make
decisions with respect to AGL Resources and Nicor, investors and others should carefully consider the foregoing factors and
other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed
transaction or other matters attributable to AGL Resources and Nicor or any other person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein
speak only as of the date of this presentation. Neither AGL Resources nor Nicor undertakes any obligation to update or revise
any forward-looking statement, except as may be required by law.
Additional Information
In connection with the proposed merger, AGL Resources has filed with the SEC a Registration Statement on Form S-4
(Registration No. 333-172084), as amended, which is publicly available, that includes a preliminary joint proxy statement of
AGL Resources and Nicor that also constitutes a preliminary prospectus of AGL Resources. AGL Resources and Nicor will mail
the definitive joint proxy statement/prospectus to their respective stockholders when it becomes available. WE URGE
INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
(Registration No. 333-172084), as amended, which is publicly available, that includes a preliminary joint proxy statement of
AGL Resources and Nicor that also constitutes a preliminary prospectus of AGL Resources. AGL Resources and Nicor will mail
the definitive joint proxy statement/prospectus to their respective stockholders when it becomes available. WE URGE
INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT AGL RESOURCES, NICOR AND THE PROPOSED TRANSACTION. The joint proxy
statement/prospectus, as well as other filings containing information about AGL Resources and Nicor, can be obtained free of
charge at the website maintained by the SEC at www.sec.gov. You may also obtain these documents, free of charge, from AGL
Resources’ website (www.aglresources.com) under the tab Investor Relations/SEC Filings or by directing a request to AGL
Resources, P.O. Box 4569, Atlanta, GA, 30302-4569. You may also obtain these documents, free of charge, from Nicor’s
website (www.nicor.com) under the tab Investor Information/SEC Filings or by directing a request to Nicor, P.O. Box 3014,
Naperville, IL 60566-7014.
statement/prospectus, as well as other filings containing information about AGL Resources and Nicor, can be obtained free of
charge at the website maintained by the SEC at www.sec.gov. You may also obtain these documents, free of charge, from AGL
Resources’ website (www.aglresources.com) under the tab Investor Relations/SEC Filings or by directing a request to AGL
Resources, P.O. Box 4569, Atlanta, GA, 30302-4569. You may also obtain these documents, free of charge, from Nicor’s
website (www.nicor.com) under the tab Investor Information/SEC Filings or by directing a request to Nicor, P.O. Box 3014,
Naperville, IL 60566-7014.
The respective directors and executive officers of AGL Resources and Nicor, and other persons, may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information regarding AGL Resources’ directors
and executive officers is available in the preliminary joint proxy statement/prospectus contained in the above referenced
Registration Statement and its definitive proxy statement filed with the SEC by AGL Resources on March 14, 2011, and
information regarding Nicor directors and executive officers is available in the preliminary joint proxy statement/prospectus
contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by Nicor on
March 10, 2010. These documents can be obtained free of charge from the sources indicated above. Other information
regarding the interests of the participants in the proxy solicitation will be included in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication
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, or a
solicitation of any vote or approval, 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. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
participants in the solicitation of proxies in respect of the proposed transaction. Information regarding AGL Resources’ directors
and executive officers is available in the preliminary joint proxy statement/prospectus contained in the above referenced
Registration Statement and its definitive proxy statement filed with the SEC by AGL Resources on March 14, 2011, and
information regarding Nicor directors and executive officers is available in the preliminary joint proxy statement/prospectus
contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by Nicor on
March 10, 2010. These documents can be obtained free of charge from the sources indicated above. Other information
regarding the interests of the participants in the proxy solicitation will be included in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication
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, or a
solicitation of any vote or approval, 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. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
