PSEG Shareholders Approve Merger with Exelon
July 19 2005 - 3:45PM
PR Newswire (US)
PSEG Shareholders Approve Merger with Exelon At Annual Meeting,
PSEG Chairman Outlines 'Real and Substantial' Merger Benefits
NEWARK, N.J., July 19 /PRNewswire-FirstCall/ -- PSEG announced
today that its shareholders have overwhelmingly approved merging
the company with Exelon Corporation. The announcement of the vote
tally came at PSEG's annual meeting held at the New Jersey
Performing Arts Center in Newark, NJ. Ninety-seven percent of the
votes cast -- totaling 157 million shares (out of 161.6 million
shares cast) -- were in favor of the merger. Exelon's shareholders
will take action on the merger at its annual meeting this Friday in
Philadelphia. At the meeting, E. James Ferland, chairman and CEO of
PSEG, outlined the benefits the merger would bring for customers,
shareholders, employees and New Jersey communities and delineated
the common vision of excellence the two companies share. "The
values of these companies are very similar. Exelon is a company
with a similar view of the industry, a service territory very much
like ours and comparable operational and community values and
commitments. They share our longstanding commitment to employees
and their safety, dedication to providing low-cost reliable energy
for our customers and continuing their strong industry-leading
environmental stewardship." Ferland added: "I have no doubt that
PSEG could have continued to provide its great service to our
customers on its own, but we now have the opportunity -- an
outstanding opportunity -- to create an even stronger business
through our planned merger with Exelon. The new company's
commitments to customers and communities will remain as strong as
ever -- in Newark, across the state of New Jersey and in other
locations where we operate." He continued: "I want to emphasize
that PSE&G -- our New Jersey utility -- is not going away. It
will maintain the same strong presence in the Garden State it
always has -- with the same dedication to caring, responsive
service for our customers and support for the people and
neighborhoods we serve." Ferland said PSEG evaluated the merger on
its ability to deliver benefits to all its stakeholders --
including its customers. He said these broad benefits include: *
Substantial cost savings -- shared between customers and
shareholders; * Combined experience and resources to achieve
ongoing improvements in safe reliable and low-cost customer
service; * Improved nuclear operations; * Better balance and risk
diversification; * Greater financial strength and flexibility; *
Greater opportunities for employees. In his remarks, Ferland
expanded on these benefits. "Utility customers, as well as
shareholders, stand to benefit from the substantial cost savings
achieved as a result of the merger. We will create savings by
combining administrative functions and operations areas, sharing
technology and applying best practices. This will help keep utility
service safe and reliable and as low-cost as possible, and
contribute more generally to improved operations." Ferland also
emphasized that he expects many areas of the company will benefit
from the deeper combined experience and resources of the merged
company. "Blending strengths will enable us to operate more
efficiently. It will provide a stronger base for continued
investments in energy infrastructure -- including our ongoing major
investments right here in New Jersey." Ferland also reiterated that
the skills that PSEG has in such areas as transmission and
distribution operations and energy auctions, make for a
particularly good complementary match with Exelon's nuclear
capabilities. "Exelon has an excellent record as the nation's
largest operator of nuclear power plants." Through an operating
services agreement, Exelon has begun to apply its well-regarded
management model at PSEG's Hope Creek and Salem nuclear stations in
southern New Jersey. "As the stations continue to improve, they
will make a greater contribution to earnings. Consumers in this
region will also benefit from more abundant, clean and low-cost
nuclear energy," added Ferland. Ferland pointed out that
shareholders -- including tens of thousands of New Jersey
shareholders -- have already benefited by the appreciation in
market value of PSEG common stock since the merger was announced.
PSEG stock has recently achieved new highs and has gained more than
40 percent since the merger announcement. Exelon's stock price has
also improved substantially, a sign of investors' favorable view of
the merger, he noted. In addition to the PSEG shareholder action
received today, the merger has been approved by the Federal Energy
Regulatory Commission (FERC) and is currently being reviewed by
various other regulatory agencies including the New Jersey Board of
Public Utilities. "Based on the current regulatory schedule, we
hope to complete the merger in the first or second quarter of 2006.
There is also the possibility that these proceedings could be
settled earlier, allowing for an earlier close. While it is
impossible to predict exactly how long it will take, we are
confident of a positive outcome." Earnings expectations of $3.15 to
$3.35 per share from continuing operations for the year were
reaffirmed. Ferland indicated that costs associated with the merger
could reduce 2005 results by as much as 10-15 cents per share and
are not reflected in the current guidance. "We didn't anticipate
these costs when we developed our guidance last fall, but we're
committed to providing the necessary resources to ensure the
proposed merger with Exelon is achieved in a timely manner,"
Ferland said. Exelon Electric & Gas will be the largest
electric company in the United States with more than 7 million
electric customers in Pennsylvania, Illinois and New Jersey, as
well as more than 2 million gas customers in Pennsylvania and New
Jersey. A complete text of Ferland's remarks and additional
information on the merger and PSEG can be found on the company's
website http://www.pseg.com/. Corporate Profiles PSEG is a major
integrated energy and generation company with more than $10 billion
in annual revenues. It serves about 2 million electric and 1.6
million gas customers in New Jersey. The company operates a large
fleet of generating stations with diverse fuel and dispatch
characteristics, largely in the PJM interchange. PSEG is
headquartered in Newark, New Jersey and trades on the NYSE under
the ticker PEG. For more information, visit our website at
http://www.pseg.com/. Exelon is one of the nation's largest
electric utilities with approximately 5.2 million customers and
more than $14 billion in annual revenues. The company has one of
the industry's largest portfolios of electricity generation
capacity, with a nationwide reach and strong positions in the
Midwest and Mid-Atlantic. Exelon distributes electricity to
approximately 5.2 million customers in Illinois and Pennsylvania
and gas to more than 460,000 customers in the Philadelphia area.
Exelon is headquartered in Chicago and trades on the NYSE under the
ticker EXC. For more information, visit the company's website at
http://www.exeloncorp.com/. Additional Information This
communication is not a solicitation of a proxy from any security
holder of Exelon or PSEG. Exelon has filed with the Securities and
Exchange Commission a Registration Statement on Form S-4
(Registration No. 333-122704) that contains the definitive joint
proxy statement/prospectus that has been mailed by PSEG and Exelon
to their respective security holders in connection with the
proposed merger of Exelon and PSEG. WE URGE INVESTORS AND SECURITY
HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT EXELON, PSEG AND THE PROPOSED MERGER. Investors
and security holders are able to obtain these materials and other
documents filed with the SEC free of charge at the SEC's website,
http://www.sec.gov/. In addition, a copy of the definitive joint
proxy statement/prospectus may be obtained free of charge from
Exelon Corporation, Shareholder Services, 10 South Dearborn Street,
P.O. Box 805398, Chicago, Illinois 60680-5398, or from Public
Service Enterprise Group Incorporated, Investor Relations, 80 Park
Plaza, P.O. Box 1171, Newark, New Jersey 07101-1171. The respective
directors and executive officers of Exelon and PSEG and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Exelon's and PSEG's directors and executive officers and
other participants in the solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is available in the preliminary joint proxy statement/prospectus
contained in the above-referenced Registration Statement on Form
S-4. Forward-Looking Statements This communication includes
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, for example, statements regarding benefits of
the proposed merger, integration plans, and expected synergies,
anticipated future financial and operating performance and results,
including estimates for growth. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements made herein. A discussion of
some of these risks and uncertainties, as well as other risks
associated with the merger, is included in the definitive joint
proxy statement/prospectus contained in the above-referenced
Registration Statement on Form S-4, including PSEG's and Exelon's
respective 2004 Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q for the quarter ended March 31, 2005. 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 PSEG undertakes any obligation to publicly
release any revision to its forward-looking statements to reflect
events or circumstances after the date of this communication.
DATASOURCE: PSEG CONTACT: Paul Lief Rosengren, +1-973-430-5911, ,
or Denise Denk, +1-973-430-6336, ; both of PSEG Web site:
http://www.pseg.com/ http://www.exeloncorp.com/ http://www.sec.gov/
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