Constellation Energy Files Preliminary Proxy Statement for Proposed Merger with MidAmerican Energy Holdings Co.
October 17 2008 - 5:34PM
Business Wire
MidAmerican Energy Holdings Company and Constellation Energy
(NYSE:CEG) announced today that Constellation Energy has filed
preliminary proxy materials with the Securities and Exchange
Commission (SEC) related to its proposed merger with MidAmerican
Energy Holdings Company. 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. In addition, MidAmerican provided an immediate $1
billion cash infusion to Constellation Energy through the purchase
of preferred equity. 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. Information about the transaction is available at
www.constellationmidamerican.com. 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 has
filed with the Securities and Exchange Commission and intends to
mail to its shareholders with respect to the proposed transaction,
each of which are 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 has filed with the Securities and Exchange
Commission a preliminary proxy statement and will mail a definitive
proxy statement to its shareholders. Shareholders are encouraged to
read the definitive 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 Annual Report on Form 10-K for
the year ended December 31, 2007 and Constellation Energy�s notice
of annual meeting and proxy statement for its most recent annual
meeting, 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, is contained in the preliminary
proxy statement and other relevant materials filed or to be filed
with the Securities and Exchange Commission.
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