DOJ clears Exelon-Constellation merger

The U.S. Department of Justice (DOJ) today cleared the way for the merger of Exelon Corporation and Constellation Energy, in connection with its review of the transaction under the Hart-Scott-Rodino Act.

Dec 21st, 2011

CHICAGO & BALTIMORE. Dec. 21, 2011—The U.S. Department of Justice (DOJ) today cleared the way for the merger of Exelon Corporation and Constellation Energy, in connection with its review of the transaction under the Hart-Scott-Rodino Act.

The DOJ’s Antitrust Division filed court papers today seeking approval by the U.S. District Court for the District of Columbia with regard to the merger. These papers detail the conditions agreed to by DOJ and Exelon and Constellation for the companies to merge. Upon the court’s order adopting the proposed conditions, Exelon and Constellation will be free to close the transaction, pending any other regulatory approvals required.

Consistent with Exelon’s merger application to the Federal Energy Regulatory Commission (FERC), in these papers, the company makes a number of commitments to mitigate market power concerns, including: divestiture of certain assets, granting DOJ the right to approve the buyers of those assets, assurances about how the merged company will bid its units into the PJM markets pending divestiture, and deadlines for the sale of those assets.

“With DOJ’s action, we are pleased to have reached yet another important milestone in completing our merger with Constellation,” said Exelon President and COO Christopher M. Crane. “We continue to expect that we will finalize the merger in early 2012.”

“Our proposed merger has cleared two state regulators and the shareholders of both companies, and now the Department of Justice has cleared the way for the transaction,” said Constellation Chairman and CEO Mayo A. Shattuck III. “We’ve made considerable progress toward closing the merger and will continue working to move the process forward as smoothly as possible.”

The merger has been approved by the New York Public Service Commission, the Public Utility Commission of Texas and shareholders of Exelon and Constellation. It also requires regulatory approvals by FERC, the Nuclear Regulatory Commission and the Maryland Public Service Commission.

In a merger settlement with the State of Maryland, the Maryland Energy Administration (MEA), the City of Baltimore and the BaltimoreBuilding and Construction Trades Council announced Dec. 15, Exelon, Constellation and Baltimore Gas and Electric Company agreed to provide a package of benefits totaling more than $1 billion and expected to create more than 6,000 jobs in Maryland.

The Exelon-Constellation merger will combine Exelon’s environmentally advantaged generation fleet with Constellation Energy’s industry-leading customer-facing businesses. The companies announced their agreement to merge on April 28.

About Exelon Corporation

Exelon Corporation is one of the nation’s largest electric utilities with more than $18 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 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 490,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC. Learn more online: www.exeloncorp.com.

About Constellation Energy

Constellation Energy is a leading competitive supplier of power, natural gas and energy products and services for homes and businesses across the continental United States. It owns a diversified fleet of generating units, totaling approximately 12,000 megawatts of generating capacity, and is a leading advocate for clean, environmentally sustainable energy sources, such as solar power and nuclear energy. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. A FORTUNE 500 company headquartered in Baltimore, Constellation Energy had revenues of $14.3 billion in 2010. Learn more online: www.constellation.com.

For the latest information about the Exelon-Constellation merger, visit the merger website: www.exelonconstellationmerger.com

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