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Exelon Corp. (EXC) and Constellation Energy Group Inc. (CEG) plan to complete their merger on Monday, the companies said.
Federal regulators approved the merger late Friday, on the condition that the companies sell three Maryland power plants and sell 500 megawatts of electricity in the Mid-Atlantic power market under contracts that would run until 2015.
Exelon, of Chicago, plans to purchase Baltimore-based Constellation in an all-stock deal that was valued last year at about $7.9 billion. The deal would allow Exelon, the largest U.S. operator of nuclear power plants, to absorb Constellation's nuclear fleet and large retail power business.
The approval by the Federal Energy Regulatory Commission was the companies' final regulatory hurdle in their nearly year-long effort to merge.
"We are pleased that the FERC has approved our merger with Constellation," Exelon President and Chief Operating Officer Christopher Crane said in a statement. "We look forward to combining our operations and becoming one company."
Maryland regulators approved the deal in February, after the companies agreed to provide $100 rebates for all 1.1 million of Constellation's Baltimore Gas & Electric residential customers. The companies also agreed to invest $113.5 million in energy efficiency and energy assistance for the utility's low-income customers and spend $625 million to develop 300 megawatts of new power generation.
The companies earlier obtained approval for the merger from their shareholders and from regulators in New York and Texas, as well as the Department of Justice and the Nuclear Regulatory Commission.
In a separate case at the FERC, Constellation agreed to pay $235 million to settle an investigation of power trades in the New York wholesale power market made between September 2007 and December 2008, after FERC staff alleged that the trades amounted to market manipulation. Constellation agreed to pay $135 million in fines, and $110 million in trading profits upon approval of its merger with Exelon, according to the settlement, issued late Friday.
"While Constellation disagrees with the FERC staff's claims, we believe it is in the interest of all parties to settle this case and avoid expensive, protracted litigation," Constellation Chairman and Chief Executive Mayo A. Shattuck said in a statement.
Exelon Chief Executive John Rowe plans to retire after the merger closes. Crane will become president and CEO of Exelon. Shattuck will become Exelon's executive chairman.
When the merger is completed, Constellation shareholders will receive 0.93 shares of Exelon common stock for every share of Constellation common stock that they own. Exelon shareholders will own about 78% of the combined company while Constellation shareholders will own about 22% of the combined company.
Shares of Exelon closed 1.2% higher Friday at $38.91 while Constellation finished up almost 1.4% to $36.15 before the FERC issued its approval of the deal. Both shares were inactive in premarket trade.
-By Cassandra Sweet, Dow Jones Newswires; 415-439-6468; firstname.lastname@example.org