Enhanced benefits package now offers 175 MW of new generation,
including 55 MW of renewables, creating more than 2,400 jobs
CHICAGO & BALTIMORE--(BUSINESS WIRE)--
Exelon Corporation (NYSE:EXC) and Constellation Energy Group (NYSE:CEG)
today filed a brief with the Maryland Public Service Commission (PSC)
that increases the companies' commitments related to the proposed
merger, which is currently under review by the PSC, and offers an
enhanced package of benefits, totaling a more than $445 million
investment in Maryland, projected to create more than 2,400 jobs in the
"We listened carefully to questions posed by the Commissioners and input
from interested parties, and we responded by enhancing the already
robust package of benefits that the merger will provide to Maryland,"
said Exelon President and COO Christopher M. Crane. "We think we have
brought forth a good package that will benefit BGE customers, result in
a stronger, better-protected BGE, and provide an infusion of thousands
of jobs and hundreds of millions of dollars into the Maryland economy."
In today's filing, Exelon and Constellation committed to:
Build 175 megawatts (MW) of new generation in Maryland, including 55
MW of wind or solar capacity, which would increase the state's total
renewable capacity by more than 30 percent. The new generation
projects will be built within the state, for a total projected
investment of between $220-280 million.
Construct—not renovate—a brand-new Constellation headquarters building
in Baltimore, adding more than 1,100 jobs into Maryland's economy
through direct, indirect and induced effects, for a total projected
investment of $95-120 million.
Allowing BGE to retain its capital in lieu of paying dividends to
Exelon through 2014 to ensure BGE can continue to support its
significant level of investment in key customer and
Ensuring a majority of BGE's board of directors reside or have a
principal place of business in Maryland.
Enhancing ring-fencing by adding to what is already the gold standard
in the industry as well as increased corporate governance measures.
The investment of more than $445 million in Maryland as a result of the
merger also consists of the previously announced $112 million from a
$100 one-time rate credit for BGE residential customers; $15 million for
the Maryland PSC to use directly for the benefit of BGE customers; and
$4 million to support the EmPower Maryland Energy Efficiency Act.
In addition, the companies have committed to maintain charitable giving
at an average level of $7 million per year for at least 10 years, for a
total of $70 million.
In addition to the companies' merger filing with the PSC, Exelon and
Constellation made other regulatory filings in support of their proposed
merger. On Aug. 3, the Public Utility Commission of Texas approved the
merger. Other regulatory approvals required include the Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission, the New York
State Public Service Commission and the Department of Justice.
Shareholders of both companies overwhelmingly approved the transaction
on Nov. 17. Pending all required approvals, Exelon and Constellation
expect to complete their merger 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
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 Information
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 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 18; (2) Exelon'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, (b) Part 1,
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: Note 13; (3) 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 (4) 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, 312-394-7417orConstellationLawrence
McDonnell, 410-470-7433orInvestor Contacts:ExelonStacie
Source: Exelon Corporation
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