Exelon (NYSE:EXC) today announced that upon closing of the
Exelon-Constellation merger, Joseph R. Glace will become senior
vice president and chief risk officer for the combined company,
reporting to president and CEO Christopher M. Crane. Glace is currently
vice president and chief risk officer for Exelon. In his new role, he
will serve as a member of Exelon’s Executive Committee.
"The new Exelon will have a significantly increased scope across the
energy value chain. It is vital to our future success that we diligently
manage risk from an independent and enterprise-wide perspective. The
senior team we’re announcing today reflects strong leadership from
Exelon and Constellation. In particular, with 31 years of leadership in
the energy industry – including more than a decade of managing risk – we
are very confident in Joe Glace and his ability to run this increasingly
critical function,” said Crane.
Crane added that the elevated reporting relationship from the chief risk
officer to the CEO reflects Exelon’s objective of further instilling a
risk management culture throughout the organization, as well as the
significantly increased scale of its post-merger commercial business.
Reporting to Glace upon completion of the merger will be the following
executives:
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Brenda L. Boultwood, currently senior vice president and chief
risk officer for Constellation, will become senior vice president,
Enterprise Risk Management, Credit Risk and Trading Policy Compliance.
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Michael G. Pechin, currently director, Credit and Risk
Analytics for Exelon’s Power Team business, will become vice
president, Wholesale Operations.
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Daniel M. Scobell, currently director, Portfolio Management for
Exelon’s Power Team business, will become vice president, Market Risk
and Analytics.
In addition, Robert J. Gauch, currently vice president, Credit
Risk, will remain in that role in the combined company, reporting to
Boultwood.
Pending all required approvals, Exelon and Constellation expect to
complete their merger in early 2012. On Aug. 3, the Public Utility
Commission of Texas approved the merger. Shareholders of both companies
overwhelmingly approved the transaction on Nov. 17. Other required
approvals include the Maryland Public Service Commission, Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission, the New York
State Public Service Commission and the Department of Justice.
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 (www.constellation.com)
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.
For the latest information about the Exelon-Constellation merger, visit
the merger website: www.exelonconstellationmerger.com
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 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; (2) conditions to the closing of the
merger may not be satisfied; (3) an unsolicited offer of another company
to acquire assets or capital stock of Exelon or Constellation could
interfere with the merger; (4) 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; (5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; (6) the merger may involve unexpected costs, unexpected
liabilities or unexpected delays, or the effects of purchase accounting
may be different from the companies’ expectations; (7) the credit
ratings of the combined company or its subsidiaries may be different
from what the companies expect; (8) the businesses of the companies may
suffer as a result of uncertainty surrounding the merger; (9) the
companies may not realize the values expected to be obtained for
properties expected or required to be divested; (10) the industry may be
subject to future regulatory or legislative actions that could adversely
affect the companies; and (11) 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 September 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 September 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 definitive joint
proxy statement/prospectus included in the Registration Statement on
Form S-4 that Exelon filed with the SEC and that the SEC declared
effective on October 11, 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
In connection with the proposed merger between Exelon and Constellation,
Exelon filed with the SEC a Registration Statement on Form S-4 that
included the definitive joint proxy statement/prospectus. The
Registration Statement was declared effective by the SEC on October 11,
2011. Exelon and Constellation mailed the definitive joint proxy
statement/prospectus to their respective security holders on or about
October 12, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
about Exelon, Constellation and the proposed merger. Investors and
security holders may obtain copies of all documents filed with the SEC
free of charge at the SEC's website, www.sec.gov.
In addition, a copy of the definitive joint proxy statement/prospectus
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.
