The Delaware Public Service Commission (PSC) today issued an
order approving the merger between Exelon Corporation (NYSE: EXC)
and Pepco Holdings Inc. (NYSE: POM) upon the terms set forth in the
parties’ application, as amended by the Amended Settlement
Agreement filed with the PSC on April 7, 2015. This action follows
the Commission’s deliberations on May 19, 2015, when the Commission
voted to approve the Amended Settlement Agreement. Today’s order
approves the merger and authorizes the consummation of the merger.
A further order with the PSC’s specific grounds for approval will
follow at a later date. The companies announced their proposed
merger on April 30, 2014, and submitted their application to merge
to the PSC on June 18, 2014.
The Amended Settlement Agreement was filed by Exelon, PHI and
Delmarva Power on April 7, 2015, and signed by PSC Staff, the
Delaware Public Advocate, the Department of Natural Resources and
Environmental Control (DNREC), the Delaware Sustainable Energy
Utility, the Mid-Atlantic Renewable Energy Coalition and the Clean
Air Council. The terms provide more than $42 million in direct
benefits, deliver significant economic benefits to Delaware and
Delmarva Power customers, promote energy efficiency, increase
reliability, support workforce development and promote the public
interest.
The merger will bring together Exelon’s three electric and gas
utilities – BGE, ComEd and PECO – and Pepco Holdings’ (PHI) three
electric and gas utilities – Atlantic City Electric (ACE), Delmarva
Power and Pepco – to create the leading mid-Atlantic electric and
gas utility.
The merger still requires approval by the Public Service
Commission of the District of Columbia.
The transaction was approved by the Maryland Public Service
Commission in May, the New Jersey Board of Public Utilities in
February, the Federal Energy Regulatory Commission in November, the
Virginia State Corporation Commission in October and the PHI
stockholders in September. In addition, with 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 companies expect to complete the merger in the second or third
quarter of 2015. For more information about the merger visit
www.phitomorrow.com.
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 16; and (5) PHI’s First Quarter 2015 Quarterly Report on
Form 10-Q in (a) PART I, ITEM 1. Financial Statements and (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/20150602006848/en/
ExelonPaul Elsberg, 312-394-7417orPepco Holdings/Delmarva
PowerLendel Jones, 609-402-2141
Exelon (NYSE:EXC)
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