Exelon and Pepco Holdings File for Reconsideration of Their Merger
September 28 2015 - 6:10PM
Business Wire
Settlement discussions underway with the
District of Columbia government
Pepco Holdings Inc. (NYSE: POM) and Exelon Corporation (NYSE:
EXC) today have filed a petition for reconsideration of their
merger with the Public Service Commission of the District of
Columbia. The companies are working with the District of Columbia
government to reach a settlement agreement.
“We remain convinced our merger offers significant benefits to
customers and the District, and we continue working to complete
it,” said Chris Crane, president and CEO of Exelon. “Since the
Public Service Commission explained why it didn’t approve the
merger last month, we’ve worked to learn what’s most important to
the District – and we are responding.”
The District of Columbia government today issued a statement
confirming that it is engaged in substantive discussions with the
companies on a settlement agreement. It added that any settlement
agreement would be presented in a new application to the PSC for
review, public comment and final determination.
Joseph Rigby, chairman, president and CEO of Pepco Holdings,
said, “We look forward to completing discussions with the District
that will allow for a stronger Pepco to provide improved
reliability along with the other significant benefits our merger
will deliver to the District.”
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 uncertainty surrounding reconsideration of the
denial of the Merger application by the DC Public Service
Commission 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) 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;
(4) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; (5) the merger may involve unexpected costs, unexpected
liabilities or unexpected delays, or the effects of purchase
accounting may be different from the companies’ expectations; (6)
the credit ratings of the combined company or its subsidiaries may
be different from what the companies expect; (7) the businesses of
the companies may suffer as a result of uncertainty surrounding the
merger; (8) the companies may not realize the values expected to be
obtained for properties expected or required to be sold; (9) the
industry may be subject to future regulatory or legislative actions
that could adversely affect the companies; and (10) 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 2013 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 Second 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 19; (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 Second 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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ExelonPaul Elsberg312-394-7417orPepco HoldingsMyra
Oppel202-872-2680
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