- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 28 2008 - 7:37AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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CONSTELLATION
ENERGY GROUP, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The information set forth below has been posted on the website
dedicated to the pending merger involving Constellation Energy Group, Inc.
(Constellation) and MidAmerican Energy Holdings Company (MidAmerican) and
was originally filed on November 26, 2008. It is being refiled to include the
names of the companies in the table on page 6, which had been omitted
inadvertently from the original filing.
Forward Looking Statements
This communication 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 and MidAmerican 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 are generally beyond the control of Constellation and
MidAmerican. Actual results may differ
materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of
the closing of the transaction, or whether the transaction will close at
all. The following factors, among
others, could cause or contribute to such material differences: the ability to
obtain the approval of the transaction by Constellations 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; a material adverse change in the
business, assets, financial condition or results of operations of
Constellation; a material deterioration in Constellations retail and/or
wholesale businesses and assets; 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 Constellations results to differ
materially from those described in the forward-looking statements can be found
in the periodic reports filed with the Securities and Exchange Commission and
in the proxy statement Constellation has filed with the Securities and Exchange
Commission and mailed to its shareholders with respect to the proposed transaction,
which are or will be available at the Securities and Exchange Commissions Web
site (http://www.sec.gov) at no charge.
Constellation assumes no responsibility to update any forward-looking
statements as a result of new information or future developments except as
expressly required by law.
Additional Information
This communication is being made in respect
of the proposed merger transaction involving Constellation and
MidAmerican. In connection with the
proposed transaction, Constellation has filed with the Securities and Exchange
Commission a proxy statement and has mailed the proxy statement to its
shareholders. Shareholders are
encouraged to read the proxy statement regarding the proposed transaction in
its entirety because it contains important information about the
transaction. Shareholders can obtain a
free copy of the proxy statement, as well as other filings made by
Constellation regarding Constellation, MidAmerican and the proposed
transaction, without charge, at the Securities and Exchange Commissions Web
site (http://www.sec.gov). These
materials can also be obtained, when available, without charge, by directing a
request to Innisfree M&A, Inc. at (877) 717-3923.
2
Participants in the Transaction
Constellation, MidAmerican and their
respective executive officers, directors and other persons may be deemed to be
participants in the solicitation of proxies from Constellations shareholders
with respect to the proposed transaction. Information regarding the officers and
directors of Constellation is included in its Annual Report on Form 10-K
for the year ended December 31, 2007, notice of annual meeting and proxy
statement for its most recent annual meeting, Current Reports on Form 8-K
and the definitive proxy statement related to the proposed transaction, previously
filed with the Securities and Exchange Commission.
3
TRANSACTION
FACT SHEET
MidAmerican Energy Holdings Company has agreed to purchase
Constellation Energy for $26.50 per share, or approximately $4.75 billion.
An Agreement and Plan of Merger between the companies was approved by both
companies boards of directors and signed Sept. 19, 2008.
On Sept. 22, 2008, pursuant to a Stock Purchase Agreement between the
companies, MidAmerican made a $1 billion investment in Constellation Energy. In
exchange, Constellation Energy issued to MidAmerican $1 billion of
convertible preferred stock, yielding 8 percent. MidAmerican also has made
available to Constellation Energy additional liquidity resources in the amount
of $350 million.
The Agreement and Plan of Merger is subject to, among other things,
shareholder and customary federal, state and international regulatory
approvals. The companies have completed applications for all necessary
regulatory approvals, including filings made with the Maryland Public Service
Commission, the New York Public Service Commission, the Federal Energy
Regulatory Commission and the Nuclear Regulatory Commission.
Constellation Energy has filed a definitive proxy statement with the
Securities and Exchange Commission in connection with the transaction. A
special meeting of Constellation Energy shareholders will be held Dec. 23,
2008, for the purpose of voting on the proposed merger with MidAmerican.
Shareholders of record on Nov. 14, 2008, are entitled to receive notice of
and vote at the special meeting.
The Agreement and Plan of Merger expires June 19, 2009, nine
months after its execution, but will be extended by an additional three months
as long as all conditions other than those relating to regulatory approvals,
debt ratings and/or required consents have been fulfilled as of June 19,
2009.
The
agreement with MidAmerican provides the best solution to
Constellation Energys customers, employees, investors and communities
MidAmerican commitments concerning Baltimore
Gas and Electric Company
Financial Stability:
An immediate $1 billion
cash infusion combined with the long-term stability as part of MidAmerican
and its corporate parent, Berkshire Hathaway positions Constellation Energy
for future growth and success.
Rate Commitments:
The total potential benefit
to BGE customers from MidAmericans rate commitments could be as much as $70
million.
·
MidAmerican has
proposed to cut in half the 5 percent cap that was to apply to any increase in
an electric distribution rate case filed by BGE in 2009. The rate cap on the
2009 electric distribution rate increase was negotiated between BGE and various
state interests in March of this year.
4
·
MidAmerican
commits to not file the next BGE electric distribution and natural gas
distribution rate cases until January 2011.
·
As a result,
there will be no increase in BGEs gas and electric base distribution rates in
2010 and the first half of 2011.
·
No costs related
to any severance or change-in-control payments to Constellation Energy staff
will be included in BGE rates.
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MidAmerican has
a strong track record of buying and building upon strong companies. The companys
strong track record and commitment to Maryland provide a high likelihood of a
successful close.
Employee and Community Support:
·
There are no
plans for a reduction in force at BGE as a direct result of the transaction.
·
Corporate
headquarters of BGE will remain in Baltimore, and BGE will continue to operate
autonomously with local management.
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BGE will
continue to be a prominent contributor to charitable and community activities.
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Economic
development programs will be enhanced.
Long-Term Investment:
MidAmerican will support
BGE as it makes infrastructure investments to meet customer needs.
Ring-Fencing:
The provisions being proposed by
MidAmerican will result in a ring-fencing structure that provides significant
protection to BGE from being involuntarily subject to a bankruptcy of
MidAmerican, Constellation Energy or any affiliate other than a subsidiary of
BGE.
MidAmerican
commitments concerning Constellation Energy
MidAmerican recognizes that Constellation Energy has a significant
presence within Baltimore and Maryland.
·
Constellation
Energy corporate headquarters will remain in Baltimore, and the company will
continue to operate autonomously with local management.
·
Constellation
Energy will continue to be a prominent contributor to charitable and community
activities.
·
At the time the
transaction closes, MidAmerican will match Constellation Energys donation to
the Constellation Energy Group Foundation, resulting in a total endowment
increase of $36 million to support future charitable endeavors for the
long-term benefit of the Baltimore community and the state of Maryland.
·
MidAmerican
fully supports Constellation Energys comprehensive 2008 settlement reached
with Maryland political and regulatory leaders, which includes priority
development of a nuclear plant at Calvert Cliffs.
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MidAmerican
supports UniStar, the joint venture of Constellation Energy and EDF, formed to
develop advanced nuclear generation technology in North America.
5
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MidAmerican
supports Constellation Energys strategic initiatives that are underway to sell
its upstream gas business and its downstream gas trading business, and sell or
recapitalize its international coal and freight business.
New
generation and transmission in Maryland
MidAmerican commits to play a significant part in implementing the
policies enacted by the state. MidAmerican and its affiliates have extensive
experience in the construction and operation of regulated and merchant
generation and transmission. Upon close of the transaction, MidAmerican is
willing to engage in discussions regarding regulation for new generation and
transmission assets.
As of Dec. 31, 2007
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MidAmerican
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Constellation Energy
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Operating Revenues
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$12.4 billion
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$21.2 billion
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Total Assets
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$39.2 billion
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$21.9 billion
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Customers (total electric and natural gas)
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6.9 million
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1.9 million*
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Electric
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6.2 million
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1.2 million*
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Natural Gas
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702,000
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646,000*
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Total Generation Capacity
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Approximately 20,000** megawatts
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Approximately 8,700 megawatts of owned generation capacity
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Total Employees
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Approximately 17,200
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Approximately 10,200
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* Baltimore Gas and Electric Company
regulated electric and natural gas distribution customers, including
combination customers
** Owned, contracted and in operation,
construction and advanced development
November 2008
6
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