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Leading Proxy Advisory Firms Recommend Exelon and Constellation Shareholders Vote for the Proposed Merger

Exelon Corporation and Constellation Energy today announced that Institutional Shareholder Services (ISS) and Glass, Lewis & Co. LLC, two leading proxy advisory firms, have recommended that shareholders of both companies vote "FOR" the proposed merger.

 

 

CHICAGO AND BALTIMORE - Exelon Corporation (NYSE:EXC) and Constellation Energy (NYSE:CEG) today announced that Institutional Shareholder Services (ISS) and Glass, Lewis & Co. LLC, two leading proxy advisory firms, have recommended that shareholders of both Exelon Corporation and Constellation Energy vote "FOR" the proposed merger. 

In issuing its recommendation on November 2, ISS said the following: "Constellation has a strong retail presence in the Midwest and Texas, which will complement Exelon's wholesale generation business in those areas and will allow the combined company to improve its ability to match generation to customer load…. In light of the premium offered, the potential strategic advantages of the combination, and the synergies provided in the merger, shareholder support for this transaction is warranted."*

Glass, Lewis & Co.'s recommendation, issued on October 31, said the following: "The merger is expected to increase the scale and diversity of the combined company's operations, which in turn should provide for, among other things, greater financial stability and a greater ability for Exelon to modernize its fleet and grid. Further, the proposed exchange ratio appears to us to be financially fair and reasonable to Exelon and its shareholders."*

The recommendations by ISS and Glass, Lewis & Co. follow last week's similar recommendation by Egan-Jones, another proxy advisor.

The Exelon board of directors unanimously recommends that the Exelon shareholders vote "FOR" the share issuance proposal.  The Constellation board of directors unanimously recommends that the Constellation stockholders vote "FOR" the merger proposal.

Exelon and Constellation announced on October 13, 2011, the distribution of the joint proxy statement/prospectus for the special shareholder meetings associated with their proposed merger, both scheduled for Thursday, November 17, 2011.

Shareholders of record of shares of Exelon and/or Constellation common stock at the close of business on October 7, 2011, are entitled to vote at the special meetings described above.

Shareholders, whether or not they attend the meeting, are urged to vote their shares over the Internet or via the toll-free telephone number, as described on their proxy cards.  As an alternative, a shareholder who receives a paper copy of the proxy card by mail may sign, date and mail it in the envelope provided.

Exelon and Constellation shareholders who have questions about the merger or the other matters to be voted on at the special meetings or desire additional copies of the joint proxy statement/prospectus or additional proxy cards should use the following contacts:

Exelon Corporation shareholders should contact MacKenzie Partners, Inc : toll-free (800) 322-2885 or (212) 929-5500. Constellation Energy Group, Inc. shareholders should contact Innisfree M&A Incorporated: toll-free (877) 800-5182; banks and brokers call collect: (212) 750-5833.

*Permission to use quote neither sought nor received.

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