Exelon Corporation (NYSE: EXC) and Pepco Holdings Inc. (NYSE:
POM) today announced that the companies have completed their review
of the Maryland Public Service Commission’s order approving their
merger and have committed to fulfill the modified, more stringent
conditions and package of customer benefits imposed by the
Commission.
“We are pleased that the Maryland Public Service Commission has
found our proposed merger with Pepco Holdings Inc. to be in the
public interest. In particular, we are heartened that in its order,
the Commission recognized Exelon’s proven track record and ability
to maximize grid reliability improvements,” said Chris Crane,
Exelon president and CEO. “After a thorough review of the order, we
have concluded that it is constructive, but the conditions it
imposes – including those to which the companies already committed
in our settlement – will also be challenging. It poses some
stringent conditions that will be difficult to fulfill, but all of
us at Exelon accept the challenge and commit to proving ourselves
in an expanded role in Maryland.”
Pepco Holdings Inc. Chairman, President and CEO Joseph M. Rigby
said, “Together, Exelon and Pepco Holdings utilities will be able
to provide better customer service and reliability in Maryland than
Pepco and Delmarva Power could without the merger, in large part
because of the ability to share best practices with three utilities
that are already top performers: BGE, ComEd and PECO. We look
forward to delivering on the commitments we’ve made and which the
Commission has expanded: economic benefits, as well as increased
reliability, energy efficiency and clean energy, as part of a
long-term commitment to Maryland.”
The Exelon-Pepco Holdings merger will bring together Exelon’s
three electric and gas utilities – BGE, ComEd and PECO – and Pepco
Holdings’ three electric and gas utilities – Atlantic City
Electric, Delmarva Power and Pepco – to create the leading
mid-Atlantic electric and gas utility.
The merger still requires approvals by the Public Service
Commission of the District of Columbia and the Delaware Public
Service Commission. On Feb. 13, Exelon reached a settlement
agreement with staff of the Delaware Public Service Commission and
other stakeholders, and the agreement is pending approval by the
Commission. Following the expiration of the U.S. Department of
Justice’s review period on Dec. 22, 2014, the Hart-Scott-Rodino Act
no longer precludes completion of the merger.
The transaction was approved by the New Jersey Board of Public
Utilities in February, the Federal Energy Regulatory Commission in
November, the Virginia State Corporation Commission in October and
PHI stockholders in September. The companies expect to complete the
merger in the second or third quarter of 2015.
For more information about the merger, visit
www.phitomorrow.com. The Maryland Public Service Commission order
approving the merger can be found at: www.psc.state.md.us as Order
No. 86990 in Case 9361.
About Exelon Corporation
Exelon Corporation (NYSE: EXC) is the nation’s leading
competitive energy provider, with 2014 revenues of approximately
$27.4 billion. Headquartered in Chicago, Exelon does business in 48
states, the District of Columbia and Canada. Exelon is one of the
largest competitive U.S. power generators, with approximately
32,000 megawatts of owned capacity comprising one of the nation’s
cleanest and lowest-cost power generation fleets. The company’s
Constellation business unit provides energy products and services
to more than 2.5 million residential, public sector and business
customers, including more than two-thirds of the Fortune 100.
Exelon’s utilities deliver electricity and natural gas to more than
7.8 million customers in central Maryland (BGE), northern Illinois
(ComEd) and southeastern Pennsylvania (PECO). Follow Exelon on
Twitter @Exelon.
About Pepco Holdings Inc.
Pepco Holdings Inc. is one of the largest energy delivery
companies in the Mid-Atlantic region, serving about 2 million
customers in Delaware, the District of Columbia, Maryland and New
Jersey. PHI subsidiaries Pepco, Delmarva Power and Atlantic City
Electric provide regulated electricity service; Delmarva Power also
provides natural gas service. PHI also provides energy efficiency
and renewable energy services through Pepco Energy Services. For
more information, visit online: www.pepcoholdings.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,” “might,” “will,” “should,” “could,”
“anticipate,” “estimate,” “expect,” “predict,” “project,” “future,”
“potential,” “intend,” “seek to,” “plan,” “assume,” “believe,”
“target,” “forecast,” “goal,” “objective,” “continue” or the
negative of such terms or other variations thereof 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 Pepco Holdings, Inc.
(PHI), 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 regulatory
approvals required for the merger, or required regulatory approvals
may delay the merger 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 PHI 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 sold; (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 the combined company. Therefore, forward-looking
statements are not guarantees or assurances of future performance,
and actual results could differ materially from those indicated by
the forward-looking statements. Discussions of some of these other
important factors and assumptions are contained in Exelon’s and
PHI’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 2014 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 22; (2) Exelon’s First Quarter 2015 Quarterly Report on
Form 10-Q 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 17; (3) the definitive proxy statement that PHI filed with the
SEC on August 12, 2014 and mailed to its stockholders in connection
with the proposed merger (as supplemented by PHI’s Form 8-K filed
with the SEC on September 12, 2014); (4) PHI’s 2014 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 15; and (5) PHI’s First Quarter 2015 Quarterly Report on
Form 10-Q in (a) PART I, ITEM 1. Financial Statements, (b) PART I,
ITEM 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations. 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
PHI undertakes any obligation to publicly release any revision to
its forward-looking statements to reflect events or circumstances
after the date of this communication. New factors emerge from time
to time, and it is not possible for Exelon or PHI to predict all
such factors. Furthermore, it may not be possible to assess the
impact of any such factor on Exelon’s or PHI’s respective
businesses or the extent to which any factor, or combination of
factors, may cause results to differ materially from those
contained in any forward-looking statement. Any specific factors
that may be provided should not be construed as exhaustive.
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version on businesswire.com: http://www.businesswire.com/news/home/20150518005722/en/
ExelonPaul Adams, 410-470-4167orPepco HoldingsMyra Oppel,
202-872-2680
Exelon (NYSE:EXC)
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