Exelon and Constellation shareholders approve merger; transaction expected to close in early 2012
CHICAGO & BALTIMORE
November 17, 2011
– Exelon Corporation (NYSE:EXC) and Constellation Energy (NYSE:CEG) today announced that the shareholders of both companies approved their shareholder proposals for their merger at today's special meetings.
Approval of the merger proposals required the affirmative vote of a majority of the votes cast by EXC's shareholders and a majority of CEG’s outstanding shares entitled to vote. Approximately 71 percent of the outstanding shares of common stock of EXC as of the record date were voted at the special meeting. Of the shares that were voted, approximately 97 percent were voted in favor of the merger. Approximately 78 percent of the outstanding shares of common stock of CEG as of the record date were voted at the special meeting. Of those shares that were voted, approximately 87 percent were voted in favor of the merger.
Exelon President and COO Christopher M. Crane said, “As we have said from the beginning, this merger creates great value for our customers and shareholders. We will bring together the number one competitive energy provider with one of the industry’s cleanest and lowest-cost power generation fleets. It also will bring three outstanding utility businesses in BGE, ComEd and PECO. These companies and their customers will benefit from the sharing of best practices to continually improve service to customers. Our integration teams have been working diligently to prepare for the combination of our two companies, and I'm confident that we will be able to hit the ground running once we close the transaction.”
Constellation Chairman, President and CEO Mayo A. Shattuck III said, “We are pleased that shareholders of both companies have demonstrated support for this compelling combination. Today's votes are an important milestone as we look to begin driving innovation and value for customers and shareholders. This merger will combine Exelon’s abundant clean energy supply and Constellation’s leading customer-facing sales and marketing platform, representing a unique and exciting opportunity for the communities we serve. It also promises to deliver significant benefits to BGE customers, the City of Baltimore and the State of Maryland.”
Under the merger agreement, Constellation’s shareholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Following completion of the merger, Exelon shareholders will own approximately 78 percent of the combined company and Constellation shareholders approximately 22 percent on a fully diluted basis.
Pending receipt of all required regulatory approvals, the companies expect to close the transaction in early 2012.
Exelon Corporation is one of the nation’s largest electric utilities with more than $18 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 490,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.
About Constellation Energy
Constellation Energy is a leading competitive supplier of power, natural gas and energy products and services for homes and businesses across the continental United States. It owns a diversified fleet of generating units, totaling approximately 12,000 megawatts of generating capacity, and is a leading advocate for clean, environmentally sustainable energy sources, such as solar power and nuclear energy.
The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. A FORTUNE 500 company headquartered in Baltimore, Constellation Energy had revenues of $14.3 billion in 2010.
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