The Federal Energy Regulatory Commission (FERC) today approved
the proposed merger of Exelon Corporation (NYSE:EXC) and
Constellation Energy (NYSE:CEG). Exelon and Constellation plan to
complete the merger this coming Monday, March 12.
“We are pleased that the FERC has approved our merger with
Constellation,” said Exelon President and COO Christopher M. Crane,
who will become president and CEO of Exelon upon closing of the
merger. “FERC’s approval is the final regulatory requirement to
completing the transaction. We look forward to combining our
operations and becoming one company.”
“We are pleased to now be able to proceed with this transaction
and unite our two companies,” said Mayo A. Shattuck III, chairman,
president and CEO of Constellation, who will become executive
chairman of Exelon upon closing of the merger.
Consistent with Exelon and Constellation’s application for
approval filed with FERC on May 20, 2011, the companies have
committed to divesting three Constellation Energy generating
stations in Maryland totaling 2,648 megawatts (MW) of generating
capacity. They also agreed to sell 500 MW of baseload energy under
contracts that will extend until 2015.
The transaction has been approved by shareholders of Exelon and
Constellation. Required regulatory approvals or reviews have been
completed by the Maryland Public Service Commission, New York
Public Service Commission, the Public Utility Commission of Texas,
the Department of Justice and the Nuclear Regulatory
Commission.
About Exelon
Exelon Corporation is one of the nation’s largest electric
utilities with approximately $19 billion in annual revenues. The
company has one of the industry’s largest portfolios of electricity
generation capacity, with a nationwide reach and strong positions
in the Midwest and Mid-Atlantic. Exelon distributes electricity to
approximately 5.4 million customers in northern Illinois and
southeastern Pennsylvania and natural gas to approximately 494,000
customers in the Philadelphia area. Exelon is headquartered in
Chicago and trades on the NYSE under the ticker EXC.
About Constellation Energy
Constellation Energy is a leading competitive supplier of power,
natural gas and energy products and services for homes and
businesses across the continental United States. It owns a
diversified fleet of generating units, totaling approximately
12,000 megawatts of generating capacity, and is a leading advocate
for clean, environmentally sustainable energy sources, such as
solar power and nuclear energy.
The company delivers electricity and natural gas through the
Baltimore Gas and Electric Company (BGE), its regulated utility in
Central Maryland. A FORTUNE 500 company headquartered in Baltimore,
Constellation Energy had revenues of $13.8 billion in 2011. Learn
more online: www.constellation.com.
For the latest information about the Exelon-Constellation
merger, visit the merger website:
www.exelonconstellationmerger.com.
Cautionary Statements Regarding
Forward-Looking Information
Except for the historical information contained herein, certain
of the matters discussed in this communication constitute
“forward-looking statements” within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, both as
amended by the Private Securities Litigation Reform Act of 1995.
Words such as “may,” “will,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “target,” “forecast,” and
words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding benefits of
the proposed merger of Exelon Corporation (Exelon) and
Constellation Energy Group, Inc. (Constellation), integration plans
and expected synergies, the expected timing of completion of the
transaction, anticipated future financial and operating performance
and results, including estimates for growth. These statements are
based on the current expectations of management of Exelon and
Constellation, as applicable. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this communication
regarding the proposed merger. For example, (1) conditions to
the closing of the merger may not be satisfied; (2) an
unsolicited offer of another company to acquire assets or capital
stock of Exelon or Constellation could interfere with the merger;
(3) problems may arise in successfully integrating the
businesses of the companies, which may result in the combined
company not operating as effectively and efficiently as expected;
(4) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; (5) the merger may involve unexpected costs,
unexpected liabilities or unexpected delays, or the effects of
purchase accounting may be different from the companies’
expectations; (6) the credit ratings of the combined company
or its subsidiaries may be different from what the companies
expect; (7) the businesses of the companies may suffer as a
result of uncertainty surrounding the merger; (8) the
companies may not realize the values expected to be obtained for
properties expected or required to be divested; (9) the
industry may be subject to future regulatory or legislative actions
that could adversely affect the companies; and (10) the
companies may be adversely affected by other economic, business,
and/or competitive factors. Other unknown or unpredictable factors
could also have material adverse effects on future results,
performance or achievements of Exelon, Constellation or the
combined company. Discussions of some of these other important
factors and assumptions are contained in Exelon’s and
Constellation’s respective filings with the Securities and Exchange
Commission (SEC), and available at the SEC’s website at
www.sec.gov, including: (1) Exelon’s 2011 Annual Report on Form
10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations and (c) ITEM 8. Financial
Statements and Supplementary Data: Note 18; and (2) Constellation’s
2011 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b)
ITEM 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations and (c) ITEM 8. Financial Statements and
Supplementary Data: Note 12. These risks, as well as other risks
associated with the proposed merger, are more fully discussed in
the definitive joint proxy statement/prospectus included in the
Registration Statement on Form S-4 that Exelon filed with the SEC
and that the SEC declared effective on October 11, 2011 in
connection with the proposed merger. In light of these risks,
uncertainties, assumptions and factors, the forward-looking events
discussed in this communication may not occur. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Neither Exelon nor Constellation undertake any obligation to
publicly release any revision to its forward-looking statements to
reflect events or circumstances after the date of this
communication.
Additional Information and Where to Find
it
In connection with the proposed merger between Exelon and
Constellation, Exelon filed with the SEC a Registration Statement
on Form S-4 that included the definitive joint proxy
statement/prospectus. The Registration Statement was declared
effective by the SEC on October 11, 2011. Exelon and Constellation
mailed the definitive joint proxy statement/prospectus to their
respective security holders on or about October 12, 2011. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION about Exelon,
Constellation and the proposed merger. Investors and security
holders may obtain copies of all documents filed with the SEC free
of charge at the SEC's website, www.sec.gov. In addition, a copy of
the definitive joint proxy statement/prospectus may be obtained
free of charge from Exelon Corporation, Investor Relations, 10
South Dearborn Street, P.O. Box 805398, Chicago, Illinois
60680-5398, or from Constellation Energy Group, Inc., Investor
Relations, 100 Constellation Way, Suite 600C, Baltimore, MD
21202.
Constellation Energy (NYSE:CEG)
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