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, Constellation or the combined company. Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’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 2010 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 18; (2) Exelon’s 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; (3) Constellation’s 2010 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 12; and (4) Constellation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information, (b) Part I, 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: 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 Amendment No. 1 to the Registration Statement on Form S-4 that Exelon filed with the SEC on August 17, 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.
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 August 17, 2011, Exelon filed with the SEC Amendment No. 1 to its 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. 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 SEC’s website for further information on its public reference room.
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 Exelon’s 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 Constellation’s 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.
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The boards of directors of Exelon Corporation (NYSE: EXC) and Constellation Energy (NYSE: CEG) have agreed to combine the two companies in a stock-for-stock transaction. The merger creates the number one competitive energy provider with 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.
Read the Merger Press Release
Analyst Conference Call and Webcast
Exelon and its major affiliates Commonwealth Edison Company and PECO Energy Company (hereinafter referred to collectively as "Exelon") are strongly committed to protecting the privacy of you, its customers and the users of this web site. In light of this commitment, Exelon adheres to the practices provided below.
You should exercise discretion in what information you send to Exelon by email. Exelon cannot guarantee that email sent over the internet is secure and will not be intercepted by others before it reaches Exelon. Exelon is not responsible for the security of information contained in emails sent over the internet. Exelon does not use technology that automatically collects personally identifiable information from you through this web site such as name, address, telephone number, email address, or domain name.
Exelon does not disclose or sell any personal information about you to third parties without your prior approval, except as required by law, requested by regulatory agencies and governmental authorities, or as arises from the sale of all or a portion of any of its businesses. Exelon uses the information collected on this web site only to better provide you with Exelon's services. From time to time, Exelon may change its privacy policy, and will make reasonable efforts to publish such changes. Furthermore, Exelon applies security procedures in an effort to protect your information.
When you submit personal information to Exelon, you are agreeing to permit Exelon and its subsidiaries and affiliates to access, store and use the information wherever in the world Exelon and its subsidiaries and affiliates do business, both inside and outside the United States. In particular, Exelon may use your personal information for various business purposes, such as statistical analyses, generating surveys, doing market research, improving its services, and notifying you about services and changes that may affect you, among other business purposes all in an effort to better serve and provide you with the best service available.
Exelon's web site is intended to provide general information about Exelon and its services. Exelon's web site is intended for adults and not children under 18. Exelon will not knowingly collect personal information from children under 13 years of age, nor allow children under the age of 13 to use certain features of our website without the consent of a child's parent or guardian. Exelon will not knowingly disclose personal information collected from children.
In some cases, Exelon's web site links to other sites that collect personal information by and for other parties. In these cases, the personal information you provide on those sites is governed by the privacy policy of that site. Exelon does not assume responsibility for the actions of other parties. However, Exelon will use reasonable efforts to maintain secure connections with you and limit access to databases containing your personal information to authorized parties, including our own employees, whose access to your information is on a need to know basis. As such, our employees are trained to protect your privacy.
"Cookies" are small text files that are stored on your computer's hard drive by a web site through your browser. "Cookies" enable a web site such as Exelon's to keep track of your activities on that web site, and to improve your use of the site, such as by keeping track of your preferences. "Cookies" do not include any personal information. Additionally, you can change your browser settings on your personal computer so that "cookies" are not stored on your hard drive. Exelon does not use clickstream, web bugs, spyware or adware nor does it place any technological thing on your computer or browser.
Exelon reserves the right to monitor and disclose, without your consent, any communications or personal information, whenever requested to do so by courts, government agencies or by law enforcement authorities.
Exelon will use reasonable efforts to address concerns you may have about your personal information. You may contact Exelon by using the "Contact Us" area of the site.
This privacy policy (“Privacy Policy”) applies to your use of this Web site of Constellation Energy Group, Inc. or one of its affiliates (“us” or “we”). We have created this Privacy Policy in order to demonstrate our firm commitment to privacy and to disclose our information gathering and dissemination practices. Using this Web site indicates that you accept the terms of this Privacy Policy, so please read it carefully before any use. If you do not accept the terms of this Privacy Policy, then do not use this Web site.
We do not collect information that personally identifies you (i.e., information about you such as your name, address, telephone number, and e-mail address) unless you provide it to us voluntarily or you use one of our vendor applications such as online payment and account management programs. We use data provided by users to tailor and deliver services to suit the particular needs of our clients. We may use demographic and profile information to tailor a user’s experience at our site, showing them the content that we think they might be interested in as well as displaying the content according to the user’s preferences.
This Web site may collect certain non-personally identifiable information about you which is made available by your browser, computer hardware and/or software, including but not limited to your IP address, browser type, operating system, domain name, access times and referring Web site addresses. This information is used to operate the service, to maintain and improve quality of the service, and to provide general statistics regarding use of our Web sites.
We may use your IP address to help administer our Web site. IP addresses are logged to track a user’s session. This tells us the region our site visitors come from and indicates which parts of our site users are visiting. We do not link IP addresses to personally identifiable information. This means that a user’s session will be tracked, but the user’s identity will be anonymous to us.
Our site may also use order forms to enable site visitors to request information, products and services. We collect visitors’ contact information, such as their e-mail addresses, from the order form to send information about us to them. We may administer online surveys to gather information about your views and/or usage of our products and services, the usefulness of our Web site or other related matters. Your participation in our online surveys is voluntary. If you choose to participate, the information you provide will be used to improve our Web site, products and services.
We comply with the Child Online Protection Act of 1998. We do not wish to collect or disseminate personal information from children under 13 years of age. If we become aware that a user under the age of 13 has submitted information or is attempting to submit information, we will notify the user that he or she is not eligible to submit information to us, and we will expunge any personally identifiable information from our records.
“Cookies” are small text files placed in your computer’s browser that store certain preferences and information, which may enhance your web browsing experience. This site may use cookies for any of a variety of reasons, including but not limited to improving quality, enhancing our understanding of how users interact with us, and for session management purposes. If for some reason you would rather not take advantage of the benefits made possible by cookies, most web browsers allow you to reject cookies or to choose which cookies to accept. However, certain features of the Web site may not work as intended or may be slowed if you decline to accept cookies.
Except as provided in this Policy, we do not willfully disclose individually identifiable information about our users to anyone outside of our corporate family without first receiving that user’s permission. In addition, Baltimore Gas and Electric Company will not share confidential customer information with other Constellation Energy companies except to the extent permitted by applicable law and regulation. We may occasionally hire other companies to provide limited services on our behalf, including but not limited to packaging, mailing and delivering purchases, answering customer questions about products or services, sending postal mail and processing event registration. We will only provide those companies the information they need to deliver the service, and we will tell them that they are prohibited from using that information for any other purpose.
We may disclose your personal information if required to do so by law or in the good-faith belief that such action is necessary to (a) comply with law or legal process served on us, (b) protect and defend our rights or property, or (c) act in urgent circumstances to protect the personal safety of us, our employees, users of our products or services, or members of the public.
We may share certain aggregated information with others, such as the number of users performing searches and how many visits were made to a particular Web page.
This site may contain links to third party sites not owned or operated by us. We are not responsible for the privacy practices or the content of such Web sites operated by third parties. Once you have left our Web site, we suggest you check the applicable privacy policy of the third party Web site to determine how they will handle any information they collect from you.
We maintain reasonable physical, electronic and procedural safeguards to restrict access to your personally identifiable information to employees and personnel who need to know such information in order to operate, develop or improve our services. Any such personal information is transferred to our servers. Electronic safeguards include technology such as firewalls and Secure Sockets Layers (SSL) to protect and encrypt certain sensitive transmissions of information. However, you should keep in mind that this Web site is run on software, hardware, and networks, any component of which may, from time to time, require maintenance, experience problems or breaches of security. You are solely responsible for maintaining the confidentiality of any username and/or password and are responsible for any unauthorized use.
If you would like to receive a copy of the personal information we have about you as submitted to us via one of our Web sites, please send an e-mail request to the contact information below. If this information is incorrect or incomplete, please let us know and we will correct or update it promptly. You may also ask us to remove your name and other personal information from our database, in which case we will make reasonable efforts to do so subject to legal and other considerations. In order to stop receiving electronic communications from us, you may unsubscribe to our newsletters and other services by following the unsubscribe directions included at the end of each e-mail we send.
We reserve the right to amend this Privacy Policy at any time at our sole discretion and without notice to you.
Contact Information
If you have any questions about this Policy, please contact:
Constellation Energy Group, Inc.
Attn: Webmaster
100 Constellation Way
Baltimore, MD 21202webmaster@constellation.com