Constellation Energy and MidAmerican Energy Holdings Confirm Merger Process on Track
September 29 2008 - 3:26PM
Business Wire
Constellation Energy (NYSE: CEG) and MidAmerican Energy Holdings
Company today announced that the merger between the two parties is
proceeding as outlined in the merger agreement entered into on
September 19, 2008. �We continue to work very closely with
MidAmerican to complete the due diligence process, file the merger
application with the Maryland Public Service Commission and submit
the proxy to the Securities and Exchange Commission,� said Mayo A.
Shattuck, Chairman, President and Chief Executive Officer of
Constellation Energy. �We expect to complete our due diligence
within the 14-day period, and based on information reviewed to
date, we have not identified any issues,� said Greg Abel, President
and Chief Executive Officer of MidAmerican Energy Holdings Company.
�We have completed a significant amount of due diligence to date
and are very comfortable with the state of affairs of
Constellation. We are working expeditiously with Constellation to
move the merger approval process forward.� About Constellation
Energy Constellation Energy (http://www.constellation.com), a
FORTUNE 125 company with 2007 revenues of $21 billion, is the
nation�s largest competitive supplier of electricity to large
commercial and industrial customers and the nation�s largest
wholesale power seller. Constellation Energy also manages fuels and
energy services on behalf of energy intensive industries and
utilities. It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland. About MidAmerican
Energy Holdings MidAmerican Energy Holdings Company, based in Des
Moines, Iowa, is a global provider of energy services. Through its
energy-related business platforms, MidAmerican provides electric
and natural gas service to more than 6.9 million customers
worldwide. These business platforms are Pacific Power, Rocky
Mountain Power and PacifiCorp Energy, which comprise PacifiCorp;
MidAmerican Energy Company; CE Electric UK; Northern Natural Gas
Company; Kern River Gas Transmission Company; and CalEnergy.
Information about MidAmerican is available at www.midamerican.com.
Forward-Looking Statements and Additional Information This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements relating to the proposed transaction
between Constellation Energy and MidAmerican Energy Holdings
Company and the expected timing and completion of the transaction.
Words such as �anticipate,� �believe,� �plan,� �estimate,�
�expect,� �intend,� �will,� �should,� �may,� and other similar
expressions are intended to identify forward looking statements.
Such statements are based upon the current beliefs and expectations
of our management and involve a number of significant risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Constellation Energy and MidAmerican. Actual
results may differ materially from the results anticipated in these
forward-looking statements. The following factors, among others,
could cause or contribute to such material differences: the ability
to obtain the approval of the transaction by Constellation Energy�s
shareholders; the ability to obtain governmental approvals of the
transaction or to satisfy other conditions to the transaction on
the terms and expected timeframe or at all; transaction costs;
economic conditions; and the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, other business partners or government
entities. Additional factors that could cause our results to differ
materially from those described in the forward-looking statements
can be found in the 2007 Annual Report on Form 10-K for the year
ended December 31, 2007 filed with the Securities and Exchange
Commission and in the proxy statement Constellation Energy intends
to file with the Securities and Exchange Commission and mail to its
shareholders with respect to the proposed transaction, each of
which are or will be available at the Securities and Exchange
Commission�s Web site (http://www.sec.gov) at no charge. This
communication is being made in respect of the proposed merger
transaction involving Constellation Energy and MidAmerican Energy
Holdings Company. In connection with the proposed transaction,
Constellation Energy will file with the Securities and Exchange
Commission a proxy statement and will mail the proxy statement to
its shareholders. Shareholders are encouraged to read the proxy
statement regarding the proposed transaction when it becomes
available because it will contain important information.
Shareholders will be able to obtain a free copy of the proxy
statement, as well as other filings made by Constellation Energy
regarding Constellation Energy, MidAmerican Energy Holdings Company
and the proposed transaction, without charge, at the Securities and
Exchange Commission�s Internet site (http://www.sec.gov). These
materials can also be obtained, when available, without charge, by
directing a request to Constellation Energy per the investor
relations contact information below. Constellation Energy,
MidAmerican Energy Holdings Company and their respective directors
and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Constellation Energy�s
directors and executive officers is available in Constellation
Energy�s notice of annual meeting and proxy statement for its most
recent annual meeting and Constellation Energy�s Annual Report on
Form 10-K for the year ended December 31, 2007, which were filed
with the Securities and Exchange Commission on February 27, 2008
and April 29, 2008, respectively. Other information regarding the
participants in the solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the Securities and Exchange Commission. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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 offering 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.
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