Chicago, IL and Baltimore, MD - Exelon (NYSE:EXC) and Constellation (NYSE:CEG) have begun 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:
• Exelon's shareholder meeting will be held at 9:00 AM Central Time in Chase Auditorium at Chase Tower, 10 South Dearborn Street, Chicago, Illinois. The purpose of the meeting is to consider and take action on a proposal to approve the issuance of Exelon common stock to Constellation stockholders in connection with the merger contemplated by the merger agreement.
• Constellation's stockholder meeting will be held at 9:00 AM Eastern Time at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, 50th Floor, New York, New York. The purpose of the Constellation meeting is to consider and take action on a proposal to approve the merger on substantially the terms set forth in the merger agreement and a non-binding, advisory proposal to approve the compensation that may become payable to Constellation's named executive officers in connection with the completion of the proposed merger.
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 Constellation Energy Group, Inc.
Shareholders should contact: Stockholders should contact:
MacKenzie Partners, Inc. Innisfree M&A Incorporated
105 Madison Avenue 501 Madison Avenue, 20th Floor
New York, New York 10016 New York, New York 10022
Shareholders call toll free: (800) 322-2885 Stockholders call toll-free: (877) 800-5182
or (212) 929-5500 Banks and brokers call collect:
Terms and Benefits of the Transaction
Under the merger agreement, Constellation's stockholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Based on Exelon's closing share price on April 27, 2011, Constellation stockholders would receive a value of $38.59 per share, or $7.9 billion in total equity value.
The exchange ratio represents an 18.1 percent premium to the 30-day average closing stock prices of Exelon and Constellation as of April 27, 2011.
Based on Exelon's current annual cash dividend rate of $2.10 per common share, Constellation stockholders would receive an approximate 103 percent dividend increase, or $0.99 per Constellation share over the current Constellation annual dividend. Under principles established in the merger agreement, Constellation stockholders will receive a dividend at the Constellation rate until the closing and will begin to accrue the regular Exelon dividend after the closing.
The companies expect to close on the merger in early 2012.