NRC Approves Indirect License Transfer Related to Exelon and Constellation Merger
NRC approval marks another step toward completing the merger
CHICAGO & BALTIMORE--(BUSINESS WIRE)--
Exelon Corporation (NYSE:EXC) and Constellation Energy (NYSE:CEG) today
announced that the U.S. Nuclear Regulatory Commission (NRC) has issued a
series of orders approving the indirect transfer of certain nuclear
licenses associated with the Exelon and Constellation Energy merger.
NRC approval was required prior to merger closing due to the "upstream"
change in ownership of Constellation Energy Nuclear Group (CENG)--the
joint venture of Constellation and Electricite de France that owns the
NRC-licensed nuclear units--that would result from the companies'
CENG owns and operates five nuclear reactors at three locations: Calvert
Cliffs in Lusby, Md., Nine Mile Point in Scriba, N.Y., and R.E. Ginna in
Ontario, N.Y. Under the proposed merger, Exelon will acquire indirect
control of Constellation's 50.01 percent interest in CENG. CENG will
continue to own and operate the nuclear units following the proposed
"We are pleased that the NRC has approved the license transfer, which is
a key step toward completing our merger," said Exelon President and COO
Christopher M. Crane. "The merger with Constellation is a major
objective of Exelon's growth strategy, and the NRC approval is an
important milestone in the process."
"With the NRC approval, we move ever closer to the consummation of this
transaction," said Constellation Energy Chairman and CEO Mayo A.
The proposed transaction has been approved by shareholders of Exelon and
Constellation. Required regulatory approvals or reviews have been
completed by the New York Public Service Commission, the Public Utility
Commission of Texas, and the Department of Justice. It also requires
regulatory approvals by the Federal Energy Regulatory Commission and the
Maryland Public Service Commission.
Exelon Corporation is one of the nation's largest electric utilities
with approximately $19 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 494,000 customers in the Philadelphia area.
Exelon is headquartered in Chicago and trades on the NYSE under the
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. Learn more
For the latest information about the Exelon-Constellation merger, visit
the merger website: www.exelonconstellationmerger.com.
Cautionary Statements Regarding Forward-Looking
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 of Exelon Corporation (Exelon)
and Constellation Energy Group, Inc. (Constellation), 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 and 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 regarding the proposed merger.
For example, (1) 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; (2) conditions to the closing of the
merger may not be satisfied; (3) an unsolicited offer of another company
to acquire assets or capital stock of Exelon or Constellation could
interfere with the merger; 4) 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; (5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; (6) the merger may involve unexpected costs, unexpected
liabilities or unexpected delays, or the effects of purchase accounting
may be different from the companies' expectations; (7) the credit
ratings of the combined company or its subsidiaries may be different
from what the companies expect; (8) the businesses of the companies may
suffer as a result of uncertainty surrounding the merger; (9) the
companies may not realize the values expected to be obtained for
properties expected or required to be divested; (10) the industry may be
subject to future regulatory or legislative actions that could adversely
affect the companies; and (11) 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 Exelon, Constellation or
the combined company. Discussions of some of these other important
factors and assumptions are contained in Exelon's and Constellation's
respective filings with the Securities and Exchange Commission (SEC),
and available at the SEC's website at www.sec.gov,
including: (1) Exelon's 2011 Annual Report on Form 10-K in (a) ITEM 1A.
Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (c) ITEM 8. Financial
Statements and Supplementary Data: Note 18; (2) Constellation's 2010
Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results
of Operations and (c) ITEM 8. Financial Statements and Supplementary
Data: Note 12; and (3) Constellation's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2011 in (a) Part II, Other
Information, ITEM 1A. Risk Factors and ITEM 5. Other Information,
(b) Part I, Financial Information, ITEM 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations and (c) Part
I, Financial Information, ITEM 1. Financial Statements: Notes to
Consolidated Financial Statements, Commitments and Contingencies.
These risks, as well as other risks associated with the proposed merger,
are more fully discussed in the definitive joint proxy
statement/prospectus included in the Registration Statement on Form S-4
that Exelon filed with the SEC and that the SEC declared effective on
October 11, 2011 in connection with the proposed merger. In light of
these risks, uncertainties, assumptions and factors, the forward-looking
events discussed in this communication may not occur. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Neither Exelon nor Constellation undertake any obligation to publicly
release any revision to its forward-looking statements to reflect events
or circumstances after the date of this communication.
Additional Information and Where to Find it
In connection with the proposed merger between Exelon and Constellation,
Exelon filed with the SEC a Registration Statement on Form S-4 that
included the definitive joint proxy statement/prospectus. The
Registration Statement was declared effective by the SEC on October 11,
2011. Exelon and Constellation mailed the definitive joint proxy
statement/prospectus to their respective security holders on or about
October 12, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
about Exelon, Constellation and the proposed merger. Investors and
security holders may obtain copies of all documents filed with the SEC
free of charge at the SEC's website, www.sec.gov.
In addition, a copy of the definitive joint proxy statement/prospectus
may be obtained free of charge from Exelon Corporation, Investor
Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois
60680-5398, or from Constellation Energy Group, Inc., Investor
Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202.
Media Contacts:ExelonJudy Rader, 312-394-7417ConstellationLawrence
McDonnell, 410-470-7433Investor Contacts:ExelonStacie
Frank, 312-394-3094ConstellationSandra Brummitt,
Source: Exelon Corporation
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