Cautionary
Statements Regarding Forward-Looking
Statements
15
Except for the historical information contained herein, certain of the matters
discussed in this communication constitute
forward-looking
statements
within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934,
both as amended by the Private Securities
Litigation Reform Act of 1995. Words such as may,
will,
anticipate,
estimate,
expect,
project,
intend,
plan,
believe,
target,
forecast,
and words and terms of similar substance used
in connection with any discussion of future plans, actions, or events identify
forward-looking statements. These forward-
looking statements
include, but are not limited to, statements regarding benefits of the proposed merger, integration plans
and expected synergies, the expected timing of completion of the
transaction, anticipated future financial and operating
performance and results, including estimates for growth. These statements are based
on the current expectations of
management of Exelon Corporation (Exelon) and
Constellation Energy Group, Inc. (Constellation), as applicable. There are
a
number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements
included in this communication.
For
example, (1)
the companies may be unable to obtain shareholder approvals
required
for the merger; (2)
the companies may be unable to obtain regulatory approvals required for the merger, or
required
regulatory approvals may delay the merger or result in the imposition of
conditions that could have a material adverse effect
on the combined company or
cause the companies to abandon the merger; (3)
conditions to the closing of the
merger may
not be satisfied; (4)
an unsolicited offer of another company to acquire assets or capital stock of Exelon or
Constellation
could interfere with the merger; (5)
problems may arise in successfully integrating the businesses of
the companies, which
may result in the combined company not operating as effectively and efficiently as
expected; (6)
the combined company
may be unable to achieve cost-cutting synergies or it may take longer than expected to
achieve
those synergies; (7)
the
merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the
effects of purchase accounting
may be different from the companies
expectations; (8)
the credit ratings of the combined company or its subsidiaries may
be different from what the companies expect; (9)
the businesses of the companies may suffer as a result of uncertainty
surrounding the merger; (10)
the companies may not realize the values expected to be obtained
for properties expected or
required to be divested; (11)
the industry may be subject to future regulatory or legislative actions that could
adversely
affect the companies; and (12)
the companies may be adversely affected by other economic, business, and/or competitive
factors. Other unknown or unpredictable factors could also have material adverse
effects on future results, performance or
achievements of the combined company.
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