MidAmerican and Constellation Energy File with FERC for Merger Approval
October 14 2008 - 4:23PM
Business Wire
MidAmerican Energy Holdings Company and Constellation Energy (NYSE:
CEG) today filed an application with the Federal Energy Regulatory
Commission requesting approval of their proposed merger. �We are
pleased to make our application with FERC promptly following the
Sept. 19 announcement of our Agreement and Plan of Merger with
Constellation Energy,� said Gregory E. Abel, president and chief
executive officer of MidAmerican. �We believe this transaction will
provide Constellation Energy with improved access to capital
through the backing of MidAmerican, ensuring it will continue to
operate its facilities safely and reliably under the guidance of a
United States-based owner.� �We continue to make good progress in
completing the regulatory filings necessary for timely approval of
this transaction,� said Mayo A. Shattuck III, chairman, president
and chief executive officer of Constellation Energy. The companies
asked FERC to act on the application by Jan. 15, 2009. 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
federal and state regulatory approvals. About Constellation Energy
Constellation Energy (http://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
Baltimore Gas and Electric Company (BGE), its regulated utility in
Central Maryland. 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; 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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