MidAmerican Files with U.K. Financial Services Authority & Commission of the European Communities Regarding Proposed Constell...
October 09 2008 - 12:13PM
Business Wire
MidAmerican Energy Holdings Company today made regulatory filings
with the U.K. Financial Services Authority and the Commission of
the European Communities regarding its proposed merger with
Constellation Energy (NYSE: CEG). An Application for Change in
Controller was filed with the Financial Services Authority, and a
Short Form Notification of a Proposed Concentration was submitted
to the Commission of the European Communities. �These filings
further advance our plan to achieve prompt shareholder and
regulatory approvals for our merger with Constellation Energy,�
said Gregory E. Abel, president and chief executive officer of
MidAmerican. �This merger will bring needed long-term financial
stability to Constellation Energy.� On Sept. 19, MidAmerican and
Constellation Energy reached a definitive merger agreement in which
MidAmerican will purchase all of the outstanding shares of
Constellation Energy for a cash consideration of approximately $4.7
billion, or $26.50 per share. The definitive agreement has been
approved by both companies� boards of directors and is subject to,
among other things, shareholder and customary regulatory approvals.
About MidAmerican Energy Holdings Company 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; Northern Electric
and Yorkshire Electricity, which comprise 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 time frame
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 Web site
(http://www.sec.gov). These materials also can 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 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.
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