Filed by Constellation Energy Group, Inc.
(Commission File No. 1-12869)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Constellation Energy Group, Inc.
(Commission File No. 1-12869)
On April 28, 2011, Constellation Energy made the following presentation to its employees relating to the proposed merger with Exelon Corporation.
Exelon and
Constellation Energy Announce Merger April 28, 2011
Creating a Clean, Competitive Future |
Cautionary
Statements Regarding Forward-Looking Information
1
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; |
2
Cautionary Statements Regarding Forward-Looking
Information (Continued)
(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. Discussions of some of these other important factors and assumptions are
contained in Exelons and Constellations respective filings with the Securities and Exchange
Commission (SEC), and available at the SECs website at www.sec.gov, including: (1)
Exelons 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations and
(c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelons
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other
Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I,
Financial Information, ITEM 1. Financial Statements: Note 12; and (3)
Constellations 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM
7. Managements Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8.
Financial Statements and Supplementary Data: Note 12. These risks, as well as other risks associated
with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus
that will be included in the Registration Statement on Form S-4 that Exelon will file with
the SEC 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 3
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. Exelon intends to
file with the SEC a registration statement on Form S-4 that will include a joint proxy
statement/prospectus and other relevant documents to be mailed by Exelon and Constellation to
their respective security holders in connection with the proposed merger of Exelon and
Constellation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger.
Investors and security holders will be able to obtain these materials (when they are available) and
other documents filed with the SEC free of charge at the SEC's website, www.sec.gov. In
addition, a copy of the joint proxy statement/prospectus (when it becomes available) 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. Investors and security
holders may also read and copy any reports, statements and other information filed by Exelon, or
Constellation, with the SEC, at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800- SEC-0330 or visit the
SECs website for further information on its public reference room.
Participants in the Merger Solicitation Exelon, Constellation, and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Exelons directors and
executive officers is available in its proxy statement filed with the SEC by Exelon on March
24, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding
Constellations directors and executive officers is available in its proxy statement filed with
the SEC by Constellation on April 15, 2011 in connection with its 2011 annual meeting of
shareholders. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials to be filed with the
SEC when they become available. |
Creating Value
Through a Strategic Merger
Delivers financial benefits to both sets of shareholders
Increases scale and scope of the business across the value chain
Matches the industrys premier clean merchant generating fleet with the
leading retail and wholesale customer platform
Diversifies the generation portfolio
Continued upside to power market recovery
Maintains a strong regulated earnings profile with large urban utilities
Combining Exelons generation fleet and Constellations
customer-facing businesses creates a strong platform for growth and
delivers benefits to investors and customers
4 |
Combining
Constellations leading competitive businesses and Exelons clean
generation
Captures value across a range
of market conditions
Directly links consumers of
electricity and generation
assets
Spreads credit risk across
more parties
Adds asset optimization
opportunities
Generation
Load
Optimizes cost structure by
reducing
3
rd
party
transactions
Reduces working capital
requirements and liquidity
needs
Creates a platform for future growth and optimization of earnings and
cash flows
5 |
Scale, Scope and
Flexibility Across the Value Chain Upstream
Downstream
6
Reserves (gas)
266 bcf
Owned
Generating Capacity
34 GWs
(1)
Electric
Transmission
7,350 miles
Electric & Gas Dist.
6.6 million customers
Retail &
Wholesale Volumes
(2)
(Electric & Gas)
~165 TWh, 405 bcf
Note: Data as of 12/31/10 unless stated otherwise.
(1) Generation capacity net of market mitigation assumed to be 2,648 MW consisting of
Brandon Shores (1,273 MW), H.A. Wagner (976 MW) and CP Crane (399 MW).
(2) Electric load includes all booked 2011E competitive retail sales, wholesale sales, and sales to load serving entities including ComEd swap. Gas
load includes all booked and forecasted 2011E competitive
retail sales. |
5.8
0.5
9.1
Exelon
Constellation
23.2
27.8
MISO (TWh)
PJM (TWh)
South
(1)
(TWh)
ISO-NE & NY ISO
(2)
(TWh)
West (TWh)
Load
Generation
31.8
42.8
147.3
58.7
Exelon
Constellation
4.8
27.1
9.1
Exelon
Constellation
Exelon
Constellation
2.4
0.4
0.4
Exelon
Constellation
Load
Generation
Generation
Load
Load
Generation
Load
Generation
6.3
9.1
101.5
179.1
27.8
23.2
27.1
13.9
2.4
0.8
Portfolio Matches Generation with Load in
Key Competitive Markets
The combination establishes an industry-leading platform with regional
diversification of the generation fleet
(1)
Represents load and generation in ERCOT, SERC and SPP.
(2)
Constellation load includes ~0.7TWh of load served in Ontario
Note: Data for Exelon and Constellation represents expected generation and load for
2011 as of 12/31/10. Exelon load includes ComEd Swap, load sold through
affiliates, fixed and indexed load sales and load sold through POLR auctions.
Constellation load includes load sold through affiliates, fixed and indexed load
sales and load sold through POLR auctions. 7
|
A Clean Generation
Profile Creates Long-Term Value in Competitive Markets
(1) Net of market mitigation assumed to be 2,648 MW.
(2)
Constellation generation includes Boston Generation acquisition (2,950 MW of natural
gas) and excludes Quail Run (~550 MW of natural gas). Constellation nuclear
reflects 50.01% interest in Constellation Energy Nuclear Group LLC. Exelon
Standalone Total Generation: 25,619 MW
Constellation Standalone
(2)
Total Generation: 11,430 MW
Pro forma Company (Net of Mitigation)
(1)
Total Generation: 34,401 MW
8
Combined company remains the premier low-cost generator
Coal
6%
Oil
8%
Gas
11%
Hydro
6%
Wind/Solar/Other
3%
Nuclear
67%
Coal
24%
Nuclear
17%
Gas
52%
Wind/Solar/Other
2%
Hydro
3%
Oil
3%
Nuclear
55%
Coal
6%
Oil
7%
Gas
24%
Hydro
6%
Wind/Solar/
Other
2% |
Expertise in
Operating Regulated Utilities in Large Metropolitan Areas
3.8 million electric customers
Service Territory: 11,300 square miles
Peak Load
(1)
: 23,613 MW
2011 Rate Base
(2)
: $9.3 billion
1.6 million electric customers
0.5 million gas customers
Service Territory: 2,100 square miles
Peak Load
(1)
: 8,932 MW
2011 Rate Base
(2)
: $5.0 billion
1.2 million electric customers
0.7 million gas customers
Service Territory: 2,300 square miles
Peak Load
(1)
: 7,198 MW
2011 Rate Base
(2)
: $3.9 billion
(1)
Peak load represents all-time peak load.
(2)
Estimated rate base as of end of year.
9 |
What Does This
Mean to You The combined company will create the nations leading
competitive energy supplier and Americas largest clean energy fleet
Growth will enable greater employee development opportunities
Pride in maintaining strong presence in Baltimore with new
headquarters for commercial and renewable energy businesses
located in newly built or renovated LEED Building
Continued commitment to the communities in which we live and
serve
(1)
Assumes potential mitigation requirements to be ~2,648 MW.
10 |
Our Commitment
to You We are committed to open, complete, frequent communication.
We will communicate with you when information is available.
11 |
12
|