MidAmerican Energy Holdings Company and Constellation Energy (NYSE: CEG)
today announced that Berkshire Hathaway Inc. (NYSE: BRK.A) (NYSE: BRK.B)
filed notification pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, of MidAmerican’s
proposed merger with Constellation Energy.
“This is the first step in obtaining
regulatory approval of our merger with Constellation Energy,”
said Gregory E. Abel, president and chief executive officer of
MidAmerican. “We expect to move quickly in
making all required regulatory filings in order to close the transaction
as rapidly as possible.”
“We are working closely with MidAmerican to
prepare the necessary regulatory filings to facilitate a prompt review
of the merger,” said Mayo A. Shattuck III,
chairman, president and chief executive officer of Constellation Energy.
On Sept. 19, 2008, MidAmerican and Constellation Energy reached a
definitive merger agreement in which MidAmerican will purchase all of
the outstanding shares of Constellation Energy for a cash consideration
of approximately $4.7 billion, or $26.50 per share. The definitive
agreement has been approved by both companies’
boards of directors and is subject to shareholder and customary federal
and state regulatory approvals. The transaction is expected to close in
nine to 12 months.
About Constellation Energy
Constellation Energy (http://constellation.com),
a FORTUNE 125 company with 2007 revenues of $21 billion, is the nation’s
largest competitive supplier of electricity to large commercial and
industrial customers and the nation’s largest
wholesale power seller. Constellation Energy also manages fuels and
energy services on behalf of energy intensive industries and utilities.
It owns a diversified fleet of 83 generating units located throughout
the United States, totaling approximately 9,000 megawatts of generating
capacity. The company delivers electricity and natural gas through
Baltimore Gas and Electric Company (BGE), its regulated utility in
Central Maryland.
About MidAmerican Energy Holdings Company
MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is a
global provider of energy services. Berkshire Hathaway owns 87.4 percent
of MidAmerican. Through its energy-related business platforms,
MidAmerican provides electric and natural gas service to more than 6.9
million customers worldwide. These business platforms are Pacific Power,
Rocky Mountain Power and PacifiCorp Energy, which comprise PacifiCorp;
MidAmerican Energy Company; CE Electric UK; Northern Natural Gas
Company; Kern River Gas Transmission Company; and CalEnergy. Information
about MidAmerican is available at www.midamerican.com.
About Berkshire Hathaway
Berkshire Hathaway and its subsidiaries engage in a number of diverse
business activities including property and casualty insurance and
reinsurance, utilities and energy, finance, manufacturing, retailing and
services. Common stock of the company is listed on the New York Stock
Exchange, trading symbols BRK.A and BRK.B.
Forward-Looking Statements and Additional Information
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements relating to the proposed
transaction between Constellation Energy and MidAmerican Energy Holdings
Company and the expected timing and completion of the transaction. Words
such as “anticipate,”
“believe,” “plan,”
“estimate,” “expect,”
“intend,” “will,”
“should,” “may,”
and other similar expressions are intended to identify forward-looking
statements. Such statements are based upon the current beliefs and
expectations of our management and involve a number of significant risks
and uncertainties, many of which are difficult to predict and generally
beyond the control of Constellation Energy and MidAmerican. Actual
results may differ materially from the results anticipated in these
forward-looking statements. The following factors, among others, could
cause or contribute to such material differences: the ability to obtain
the approval of the transaction by Constellation Energy’s
shareholders; the ability to obtain governmental approvals of the
transaction or to satisfy other conditions to the transaction on the
terms and expected timeframe or at all; transaction costs; economic
conditions; and the effects of disruption from the transaction making it
more difficult to maintain relationships with employees, customers,
other business partners or government entities. Additional factors that
could cause our results to differ materially from those described in the
forward-looking statements can be found in the 2007 Annual Report on
Form 10-K for the year ended December 31, 2007, filed with the
Securities and Exchange Commission and in the proxy statement
Constellation Energy intends to file with the Securities and Exchange
Commission and mail to its shareholders with respect to the proposed
transaction, each of which are or will be available at the Securities
and Exchange Commission’s Web site
(http://www.sec.gov) at no charge.
This communication is being made in respect of the proposed merger
transaction involving Constellation Energy and MidAmerican Energy
Holdings Company. In connection with the proposed transaction,
Constellation Energy will file with the Securities and Exchange
Commission a proxy statement and will mail the proxy statement to its
shareholders. Shareholders are encouraged to read the proxy statement
regarding the proposed transaction when it becomes available because it
will contain important information. Shareholders will be able to obtain
a free copy of the proxy statement, as well as other filings made by
Constellation Energy regarding Constellation Energy, MidAmerican Energy
Holdings Company and the proposed transaction, without charge, at the
Securities and Exchange Commission’s Internet
site (http://www.sec.gov). These materials can also be obtained, when
available, without charge, by directing a request to Constellation
Energy per the investor relations contact information below.
Constellation Energy, MidAmerican Energy Holdings Company and their
respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding Constellation Energy’s
directors and executive officers is available in Constellation Energy’s
notice of annual meeting and proxy statement for its most recent annual
meeting and Constellation Energy’s Annual
Report on Form 10-K for the year ended December 31, 2007, which were
filed with the Securities and Exchange Commission on February 27, 2008,
and April 29, 2008, respectively. Other information regarding the
participants in the solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained
in the proxy statement and other relevant materials to be filed with the
Securities and Exchange Commission.
MidAmerican Energy Holdings Company:
Sara Schillinger/Ann
Thelen
515-281-2785
or
Constellation Energy:
Robert
L. Gould/Debra Larsson
410-470-7433
or
Constellation
Energy – Investor Contacts:
Kevin
Hadlock/Janet Mosher
410-470-3647