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The New Exelon

Exelon and Constellation completed their merger on March 12, 2012.  We are now the largest competitive integrated energy provider in the United States.

The new company has one of the industry’s cleanest and lowest-cost power generation fleets and one of the largest commercial, industrial, and residential customer bases in the country.  Together the companies will continue to drive innovation, efficiency, customer choice, and better rates.

Creating a platform for growth that benefits all stakeholders

  • Customers. Increased scale and financial strength will help bring more competition and clean energy supply to more customers. While the regulated utilities will continue to operate independently, BGEComEd, and PECO customers will benefit from shared best practices across a broad utility portfolio. The merger is expected to benefit customers as all three utilities work together to continually improve performance. Customer Accounts: Exelon Energy and Exelon Power Team customers can find additional information about the integration with Constellation at ExelonCorp.com and Constellation.com.
  • Shareholders.  This transaction offers clear financial upside for both sets of shareholders. It is anticipated to be break-even to Exelon’s adjusted earnings in 2012; in 2013, it is expected to be accretive to earnings by more than 5%. The market capitalization of the combined company will be $34 billion with an enterprise value of $52 billion.
  • Communities. Exelon is a responsible corporate citizen in Chicago, Philadelphia, and Baltimore. The company has committed to investing in Maryland and Baltimore through the development of new renewable generation, research and development, energy efficiency investments, and charitable giving.

“Exelon continues to serve as an economic engine making large-scale investments and contributions in the key states where it operates. Through this merger, we will play a similar economic investment role in Maryland.”

Christopher M. Crane President and CEO

Providing Clean Power and Competitive Prices

The new company will bring clean power and competitive prices to millions of customers as we are:

  • One of the largest competitive suppliers of electricity, gas and other products and services to commercial, industrial and residential customers and with operations and business activities in 47 states, the District of Columbia, and the Canadian provinces of Alberta, British Columbia, and Ontario.
  • The largest regulated distributor of electricity and gas, with 6.6 million customers in Illinois, Maryland, and Pennsylvania.
  • One of the nation’s cleanest power generators(about 55 % nuclear, 24 % natural gas and 8 % renewable/hydro) and has a leadership position in commercial solar energy development, energy efficiency, and demand response services.

Investing in Baltimore

Exelon, Constellation, and BGE will provide a package of benefits totaling more than $1 billion that is expected to create more than 6,000 jobs in Maryland.  A new headquarters building in Baltimore is expected to create 1,000 of these jobs and provide new tax revenue for the city.

With input from key community stakeholders and an extensive exploration of locations throughout the core of downtown Baltimore, Exelon has conditionally selected East Development Group, LLC, as the developer for the proposed headquarters to be located at Harbor Point between Fells Point and Harbor East.  Learn more about the new headquarters in the newsroom.

“We are excited to move forward with our plans to build a new Baltimore headquarters facility, bringing significant benefits to the City of Baltimore, including additional jobs and tax revenue.”

Christopher M. Crane President & CEO
Quick Links
IRS Form 8937

For former holders of Constellation shares, view the Report of Organization Actions Affecting Basis of Securities.

Download the form

Notice

Read the notice with respect to the proposed settlement of shareholder litigation relating to Exelon’s merger with Constellation Energy Group, Inc.

Key Benefits

The agreement brings together Exelon’s large, environmentally-advantaged generation fleet and Constellation’s industry-leading customer-facing businesses, creating a platform for growth that delivers benefits for:

Strategic Fit

The merger of Exelon and Constellation creates the number one competitive energy provider, one of the industry’s cleanest and lowest-cost power generation fleets and one of the largest commercial, industrial and residential customer bases in the United States. Both Exelon and Constellation have demonstrated their commitment to sustainability and competitive markets, helping drive innovation, efficiency, customer choice, and better rates. Together, we will be an even stronger advocate for achieving these ideals.

Scale and Financial Strength

The combined entity will benefit from increased scale and financial strength, bringing more clean energy supply to more customers.  We will be better positioned to drive the expansion of competitive energy markets while at the same time optimizing investment needs in a capital intensive industry. Our increased scale will let us make the most of a changing regulatory environment that favors clean generation sources while at the same time help us manage risk in power price movements and position us for market recovery.

Complementary Businesses Creating a Platform for Growth

The combination will integrate two complementary upstream and downstream businesses, giving us the potential to optimize value throughout the company. Matching Exelon’s leading, environmentally-advantaged power generation fleet with Constellation’s industry-leading customer-facing business provides the opportunity for greater efficiencies in both.

A Broad Geographic Footprint

The combined company will be one of the largest competitive suppliers of electricity, gas, and other products and services to commercial, industrial and residential customers, and will have operations and business activities in 38 states, the District of Columbia, plus the Canadian provinces of Alberta and Ontario.

Enhanced Utility Platform

The new company will also be the second largest regulated distributor of electricity and gas, with 6.6 million customers in Maryland, Illinois, and Pennsylvania. The three utilities within the new Exelon – BGE, ComEd, and PECO – will remain headquartered in Baltimore, Chicago and Philadelphia, respectively, and will be focused on safety, customer service, reliability and consistent infrastructure investment within their jurisdictions.  However, the merger is expected to benefit customers as all three utilities work together to share best practices to continually improve performance.

Clean Power and Competitive Prices for Millions of Customers

The new company will bring clean power and competitive prices to millions of customers. It will be:

  • The number one competitive energy products and services supplier by load (about 165 terawatt-hours) and customers (about 35,000 commercial and industrial and millions of households through retail and wholesale sales) across 38 states, the District of Columbia, and the Canadian provinces of Alberta and Ontario;
  • The number two residential electricity and gas distribution company, serving 6.6 million customers in Maryland, Illinois, and Pennsylvania;
  • The number one competitive power generator (more than 34 gigawatts of power generation and 226 terawatt-hours of expected output), including the nation’s largest nuclear fleet (nearly 19,000 megawatts); and
  • One of the nation’s cleanest power generation fleets (about 55 percent nuclear, 24 percent natural gas and 8 percent renewable/hydro) and a leadership position in commercial solar energy development, energy efficiency and demand response services.

Our Combined Presence

Complementary Business Models and Service Territories

The combined company will be one of the largest competitive suppliers of electricity, gas, and other products and services to commercial, industrial and residential customers, and will have operations and business activities in 38 states, the District of Columbia, plus the Canadian provinces of Alberta and Ontario.

Regulated Utilities Service Territories

The company will be the second largest regulated distributor of electricity and gas, with 6.6 million customers in Maryland, Illinois, and Pennsylvania.

Shareholders

This transaction offers clear financial upside for both sets of shareholders. It is anticipated to be break-even to Exelon’s adjusted earnings in 2012; in 2013, it is expected to be accretive to earnings by more than 5 percent.

The market capitalization of the combined company will be $34 billion with an enterprise value of $52 billion. Under the merger agreement, Constellation’s shareholders 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 shareholders 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.

Following completion of the merger, Exelon shareholders will own approximately 78 percent of the combined company and Constellation shareholders approximately 22 percent on a fully diluted basis.

Based on Exelon’s current annual cash dividend rate of $2.10 per common share, Constellation shareholders would receive an approximate 103 percent dividend increase or $0.99 per Constellation share over the current Constellation annual dividend.

Utility Customers

Utility Customers Benefit from Shared Best Practices

We will share best practices across our utilities in Illinois, Pennsylvania, and Maryland. However, ComEd, PECO and BGE will remain standalone organizations, focused on customer service, reliability, efficiency and consistent infrastructure investment within their jurisdictions.

Statements of Support

MEDIA STATEMENT

Calvert County Board of County Commissioners Supports Proposed Merger of Constellation Energy and Exelon Corporation

PRINCE FREDERICK, Md. – April 28, 2011 – On April 28, the boards of directors of Constellation Energy and Exelon Corporation announced they reached an agreement to combine the two companies. The Board of Commissioners of Calvert County, Md., home to Constellation Energy’s Calvert Cliffs Nuclear Power Plant, supports the merger and its expected benefits for the citizens of Maryland.

“We have been consistently supportive of Constellation Energy and Calvert Cliffs Nuclear Power Plant,” said Board of Commissioners President Susan Shaw. “For more than 30 years, Calvert Cliffs has contributed to our economic stability and been part of the cultural fabric of our community. Its presence has been an integral factor that allows our citizens to maintain an outstanding quality of life. Additionally, Constellation Energy has proven to be a caring and committed corporate citizen. Based on this ongoing, outstanding positive relationship, we support the proposed merger.”

The Board of Commissioners is encouraged by the promise that the merger will provide Constellation Energy with the benefits of Exelon Corporation’s experience as the operator of the largest nuclear power fleet in the world and the largest nuclear fleet in the U.S. Access to new resources and capabilities can help support the Calvert Cliffs commitment to safety and reliability.

Constellation Energy is a holding company for BGE and its affiliates, and the merger holds benefits for BGE’s 1.2 million customers in Maryland. Under the proposed plan, a $100 credit will be given to each BGE residential customer within 90 days of the merger closing. BGE has approximately 7,000 customers in northern Calvert County. The Board of Commissioners also supports proposals under the merger plan that will provide resources for Maryland energy efficiency measures and renewable energy. These are important efforts that fit well with Calvert County’s commitment to sustainable development.

Calvert County is Maryland’s smallest county in land area with 213 square miles. It is home to over 92,000 people and has one of the highest standards of living in Maryland. A labor force of at least 1.8 million resides within a one-hour drive. Major industries include defense contracting, information technology, tourism, utilities, light manufacturing and administrative services.