CIN Cinergy Corp

Cinergy Corp. (NYSE:CIN) announced today that its shareholders approved the planned merger with Duke Energy (NYSE:DUK) at a special meeting of shareholders held this morning. Approximately 73 percent of the Cinergy outstanding common shares were voted with 95.5 percent of the shares voted in favor of the merger. Duke Energy shareholders also approved the merger at a separate meeting this morning in Charlotte, NC. Under the merger agreement, each Cinergy share will be converted to 1.56 shares of the new Duke Energy at the close of the merger. "We are very pleased that our shareholders have expressed their support of this transaction, which will create one of the largest energy companies in the United States," said James E. Rogers, chairman and chief executive officer of Cinergy. "Our integration effort over the past several months has positioned us to deliver on the value that we believe will be created in the new Duke Energy." During the special meeting of shareholders, Rogers announced that upon closing of the merger, the existing franchised electric and gas utilities - Cincinnati Gas & Electric in Ohio; Union Light, Heat and Power in Kentucky; PSI Energy in Indiana and Duke Power in North Carolina and South Carolina - will all be rebranded as Duke Energy. "We believe using one name signifies one company, one stock and one team and supports the growth of our business and a commitment to consistent performance for our customers, employees and shareholders," Rogers noted. "We'll continue to provide the high quality service at reasonable rates that have been the hallmark of both the Cinergy and Duke companies, while unifying them under a single brand." Cinergy also announced today that its board of directors declared a partial dividend of $0.1564 per share on the outstanding shares of Cinergy common stock, payable on March 27, 2006, to shareholders of record at the close of business on March 20, 2006. Only Cinergy shareholders who hold their Cinergy shares on March 20, 2006 will be entitled to receive the partial dividend on such shares. Cinergy declared the partial dividend in order to align Cinergy's dividend payment schedule with that of Duke Energy in anticipation of the closing of the merger. If the merger is not completed prior to Cinergy's next regularly scheduled quarterly dividend, Cinergy shareholders will receive another partial dividend equal to the remaining balance of Cinergy's regular quarterly dividend. Following completion of the merger, Cinergy shares will be converted into Duke Energy shares and will participate in all of Duke's future regular quarterly dividends. After the merger is complete, Paul M. Anderson, currently chairman and CEO of Duke Energy, will become chairman of the board of the new Duke Energy. Rogers, currently chairman and chief executive officer of Cinergy, will be president and CEO. Ann Maynard Gray, currently lead director of the Duke Energy board, is expected to continue to serve in that capacity on the new board. The merger, announced May 9, 2005, has been approved by state regulators in Ohio, Kentucky and South Carolina; by the Federal Energy Regulatory Commission and the Nuclear Regulatory Commission; and, the companies have satisfied Federal Trade Commission and U.S. Department of Justice review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Regulators in North Carolina and Indiana are currently considering settlement agreements reached between the companies and certain interested parties in each state. The companies anticipate closing the merger as early as April. Corporate Profiles Cinergy has a balanced, integrated portfolio consisting of two core businesses: regulated operations and commercial businesses. Cinergy's integrated businesses make it a Midwest leader in providing both low-cost generation and reliable electric and gas service. More information about the company is available on the Internet at: http://www.cinergy.com. Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com. Forward-Looking Statements This document includes statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding benefits of the proposed mergers and restructuring transactions, integration plans and expected synergies, anticipated future financial operating performance and results, including estimates of growth. These statements are based on the current expectations of management of Duke Energy and Cinergy. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, (1) the companies may be unable to obtain shareholder approvals required for the transaction; (2) the companies may be unable to obtain regulatory approvals required for the transaction, or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the transaction; (3) conditions to the closing of the transaction may not be satisfied; (4) 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; (5) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (6) the transaction may involve unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from the companies' expectations; (7) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (8) the businesses of the companies may suffer as a result of uncertainty surrounding the transaction; (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. Additional factors that may affect the future results of Duke Energy and Cinergy are set forth in their respective filings with the Securities and Exchange Commission ("SEC"), which are available at www.duke-energy.com/investors and www.cinergy.com/investors, respectively. Duke Energy and Cinergy undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.