Filed by Exelon Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Constellation Energy Group, Inc.
(Reg. No. 333-175162)
On August 2, 2011, Exelon Corporation presented the following slides regarding the proposed merger at a meeting of its suppliers:
Creating Value
Through a Strategic Merger Exelon/Constellation merger delivers financial
benefits to both sets of shareholders
Increases scale and scope of the business across the value
chain
Matches the industrys premier clean merchant generating
fleet with the leading retail and wholesale customer platform
Diversifies the generation portfolio
Maintains a strong regulated earnings profile with large urban
utilities
Merger is on track to close in Q1 2012
$35 Billion market value
35,671 megawatts
6.6 million customers
44 states and D.C.
Combination will result in
enhanced scale, scope,
flexibility and financial
strength |
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, will,
anticipate, estimate, expect, project, intend, plan, believe, target, forecast, 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 of Exelon
Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation), 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 and Constellation, 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
regarding the proposed merger. For example, (1) the companies may be unable to obtain
shareholder approvals required for the merger; (2) the companies may be unable to obtain
regulatory approvals required for the merger, or required regulatory approvals may delay the
merger or result in the imposition of conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the merger; (3) conditions to the closing of
the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets
or capital stock of Exelon or Constellation could interfere with the merger; (5) 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; (6) the combined
company may be unable to achieve cost-cutting synergies or it may take longer than expected
to achieve those synergies; (7) the merger may involve unexpected costs, unexpected liabilities or
unexpected delays, or the effects of purchase accounting may be different from the
companies expectations; (8) the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (9) the businesses of the
companies may suffer as a result of uncertainty surrounding the merger; (10) the companies may
not realize the values expected to be obtained for properties expected or required to be divested; (11) the
industry may be subject to future regulatory or legislative actions that could adversely affect the
companies; and (12) 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 Exelon or the combined company. |
Cautionary
Statements Regarding Forward-Looking Information (Continued)
Discussions of some of these other important factors and assumptions are contained in Exelons
and Constellations respective filings with the Securities and Exchange Commission (SEC),
and available at the SECs website at www.sec.gov, including: (1) Exelons 2010
Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary
Data: Note 18; (2) Exelons Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1,
Financial Information, ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13;
(3) Constellations 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b)
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12; and (4)
Constellations Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011
in (a) Part II, Other Information, ITEM 5.Other Information, (b) Part I, Financial Information,
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Notes to Consolidated
Financial Statements, Commitments and Contingencies. These risks, as well as other risks
associated with the proposed merger, are more fully discussed in the preliminary joint
proxy statement/prospectus included in the Registration Statement on Form S-4 that Exelon
filed with the SEC on June 27, 2011 in connection with the proposed merger. 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
Constellation undertake any obligation to publicly release any revision to its forward-looking
statements to reflect events or circumstances after the date of this communication. Additional Information and Where to Find It This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. On June 27, 2011, Exelon filed with the SEC a
Registration Statement on Form S-4 that included a preliminary joint proxy statement/prospectus and other relevant
documents to be mailed by Exelon and Constellation to their respective security holders in connection
with the proposed merger of Exelon and Constellation. |
Additional
Information and Where to Find It These materials are not yet final and may be amended. WE
URGE INVESTORS AND SECURITY HOLDERS TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS
AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION about Exelon,
Constellation and the proposed merger. Investors and security holders will be able to
obtain these materials (when they are available) and other documents filed with the SEC free of
charge at the SEC's website, www.sec.gov. In addition, a copy of the preliminary joint
proxy statement/prospectus and definitive joint proxy statement/prospectus (when it becomes available)
may be obtained free of charge from Exelon Corporation, Investor Relations, 10 South Dearborn Street,
P.O. Box 805398, Chicago, Illinois 60680-5398, or from Constellation Energy Group, Inc.,
Investor Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202. Investors and
security holders may also read and copy any reports, statements and other information filed by
Exelon, or Constellation, with the SEC, at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs
website for further information on its public reference room.
Participants in the Merger Solicitation
Exelon, Constellation, and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Exelons directors and
executive officers is available in its proxy statement filed with the SEC by Exelon on March
24, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding
Constellations directors and executive officers is available in its proxy statement filed with
the SEC by Constellation on April 15, 2011 in connection with its 2011 annual meeting of
shareholders. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, is contained
in the preliminary joint proxy statement/prospectus and will be contained in the definitive joint
proxy statement/prospectus. |