- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 03 2008 - 5:22PM
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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Constellation
Energy Group, Inc. (Constellation) has issued the press release set
forth below announcing the receipt of an unsolicited proposal from Électricité
de France.
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News Release
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Media
Line: 410 470-7433
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www.constellation.com
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Constellation
Energy Nuclear Group
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Constellation
NewEnergy
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Constellation
Energy Commodities Group
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Baltimore Gas
and Electric Company
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Constellation
Energy Control & Dispatch Group
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BGE HOME
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Constellation
Energy Projects & Services Group
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Media Contacts:
Robert L.
Gould/Debra Larsson
410-470-7433
Investor Contacts :
Kevin Hadlock/Janet Mosher
410-470-3647
Constellation Energy Receives Unsolicited Proposal From
Électricité de France
BALTIMORE
Dec. 3, 2008
Constellation Energy (NYSE: CEG) today confirmed that it has received an
unsolicited proposal from Électricité de France (EDF). The main
components of EDFs proposal are:
·
EDF would purchase a 50% ownership
interest in the nuclear generation and operation business of Constellation
Energy (excluding Constellation Energys 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 EDFs acquisition
of the 50% interest in Constellation Energys 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 Energys 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 nations largest competitive
supplier of electricity to large commercial and industrial customers and the
nations 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 Energys 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 Energys 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
Energys 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 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 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.
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 Energys 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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