Constellation Energy Receives Unsolicited Proposal From Électricité de France
December 03 2008 - 8:22AM
Business Wire
Constellation Energy (NYSE: CEG) today confirmed that it has
received an unsolicited proposal from �lectricit� de France (EDF).
The main components of EDF�s proposal are: EDF would purchase a 50%
ownership interest in the nuclear generation and operation business
of Constellation Energy (excluding Constellation Energy�s existing
interest in the UniStar joint venture) for $4.5 billion, subject to
certain adjustments; EDF would make an immediate $1 billion cash
investment in Constellation Energy in the form of nonconvertible
cumulative preferred stock, which subsequently would be credited
against the $4.5 billion purchase price (with EDF surrendering the
preferred stock to Constellation Energy as partial payment); and
EDF would provide Constellation Energy with additional liquidity by
entering into an asset put option pursuant to which Constellation
Energy could, at its option, prior to EDF�s acquisition of the 50%
interest in Constellation Energy�s nuclear generation and operation
business, sell to EDF non-nuclear generation assets having an
aggregate value of up to $2 billion. Constellation Energy said its
Board of Directors will review the multi-faceted proposal, which
includes proposed transaction documents and additional materials
addressing regulatory and governance issues, as soon as practicable
in a manner consistent with its fiduciary responsibilities to
shareholders, as well as its responsibilities under its definitive
merger agreement with MidAmerican Energy Holdings Company.
Constellation Energy�s Board of Directors has not withdrawn,
modified or qualified its recommendation that shareholders of
Constellation Energy vote in favor of the merger with MidAmerican.
The special meeting of shareholders to vote on the merger with
MidAmerican remains scheduled for 8:00 a.m. on December 23, 2008.
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, totalling 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. 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 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 Energy 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 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; a material adverse change in the business, assets,
financial condition or results of operations of Constellation
Energy; a material deterioration in Constellation Energy�s 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 Constellation Energy�s 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 Commission�s Web
site (http://www.sec.gov) at no charge. Constellation Energy
assumes no responsibility to update any forward-looking statements
as a result of new information or future developments except as
expressly required by law. This press release is being made in
respect of the proposed merger transaction involving Constellation
Energy and MidAmerican. In connection with the proposed
transaction, Constellation Energy 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 Energy
regarding Constellation Energy, MidAmerican and the proposed
transaction, without charge, at the Securities and Exchange
Commission�s 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. Constellation
Energy, MidAmerican and their respective executive officers,
directors and other persons may be deemed to be participants in the
solicitation of proxies from Constellation Energy�s shareholders
with respect to the proposed transaction. Information regarding the
officers and directors of Constellation Energy 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.
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