Filed by Constellation Energy Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Constellation Energy Group, Inc.
Commission File No. 333-175162
On August 18, 2011, the following communication was distributed to Constellation Energy employees and posted on a company internal website dedicated to the merger with Exelon.
Exelon Constellation Energy8/2011
IN
August 30 and 31 will bring lots of buzz to Baltimore – the
city will be preparing to host its first Grand Prix event later
that week while our integration planning teams will be coming
together to kick off our design phase. Unlike the frenetic
energy and pace of the Grand Prix race which will span
several chaotic days, our design phase will be a thoughtful,
collaborative process which will take us close to the end of the
year. The Business Area Teams have spent several productive
months in the analysis phase and now that we have a better
understanding of how each company runs, we will work closely
with our leaders to meld these operations together into one
company that will best serve our customers.
Following the design phase kick-off meeting, we will
communicate outcomes, learnings and an updated merger
integration timeline. Thank you for your patience and continued
support.
A Note from Ron and Steve
TEGRATION
FORMATION
Expected Milestones
August September October November December January 2012
Oct 31 to Nov 10:
Maryland PSC hearings, each business day
Nov 29
Dec 1
Dec 5
Jan 5:
Maryland
PSC decision
deadline
- Maryland PSC
public comment
hearings
Q3: Expect to seek shareholder approval
Aug 3 Approved by Texas PUCT
Rules of the Road
While Exelon and Constellation work to
obtain necessary regulatory approvals
and to close the transaction, the
companies must operate as entirely
separate businesses. Employees must
treat one another as competitors in our
day-to-day work. This means we cannot
directly exchange competitively sensitive
information, and must be careful not to
do anything that lessens competition
between the companies or that would
lessen either entity’s ability to compete
were the transaction not to close. This is
an important and sometimes complicated
topic. If you have any questions, please
discuss with your supervisor or legal
counsel before action is taken.
Ron DeGregorio
Chief Integration Officer,
Exelon
Steve Woerner
Chief Integration Officer,
Constellation Energy
Feedback
IN is produced by the Corporate
Communications Groups of both Exelon
and Constellation.
Please direct questions and comments to:
Exelon employees:
IntegrationOffice@exeloncorp.com
Constellation employees:
IntegrationOffice@constellation.com
ComEd Timeline
INTEGRATION INFORMATION 8/18/2011
1900
1950
2000
Company History: ComEd
As a company, ComEd has a rich
100-year legacy of innovation that’s
helped northern Illinois develop
into the industrial powerhouse it is
today. As one of the largest utilities
in the United States, ComEd provides
service to approximately 3.8 million
customers, roughly 70 percent of
the state’s population. A great deal
has changed since ComEd opened
its doors in 1887, but one question
remains — and that question must be
asked daily: how can ComEd better
serve its customers? By striving to
answer this question, ComEd maintains
a strong commitment to being the
best electricity delivery and energy
information company.
1870s
Thomas Edison invents
incandescent light bulb
1892
Innovator and investor Sam
Insull appointed to run
Chicago Edison Company
1997
Deregulation of the electric
industry
1999
ComEd renews reliability
commitment after the
downtown Chicago blackouts
1978
Commonwealth Edison’s
nuclear generation capacity
surpasses its coal-fired
generation
1907
Due to increased demand
for electric lighting, Chicago
Edison and Commonwealth
Electric merge
2007
The industry transitions to a
fully competitive supply-side
market
1887
Chicago Edison Company created to
develop central incandescent light
business
1903
Establishment of Fisk generating
station
1960
Commonwealth Edison’s Dresden
Unit 1, the world’s first full-scale,
privately financed nuclear
power plant opens
1994
Commonwealth Edison undertakes
holding company reorganization,
with Unicom becoming its holding
company while the utility company
becomes rebranded as ComEd
1998
Unicom announces the sale of its fossil
fuel facilities
2000
Unicom and PECO merge to form
Exelon. Exelon begins trading on the
NYSE under the ticker symbol “EXC”
in October
2010
ComEd rolls out its new vision and
values framework
For more info, visit us online!
New Baltimore
Headquarters Update
Exelon employees can visit the
Merger Integration Site on the
Exelon intranet site.
Constellation employees can visit
the Merger Integration Site on
myConstellation.
In the previous two issues of IN, we
began to detail the process for selecting
a location for the new Baltimore
headquarters. In coming issues, we
will continue to outline the process
for selecting the new Baltimore
headquarters, preliminary results of
space program interviews and how
an employee engagement council will
be asked to participate in the process.
The team structure graphic shows the
initial make-up of the project team,
stakeholder representatives and their
respective focus areas. Additional subteam
members will be selected from
Exelon and Constellation as we move
forward in the process. Stay tuned for
future issues of IN with more information
on the site selection process.
Exelon Power
Headquartered in Kennett Square, Pa., Exelon Power is the business unit responsible for managing, operating, and maintaining Exelon
Generation’s portfolio of fossil and renewable fleet of generating assets. Exelon Power’s fleet currently consists of fossil (oil, natural gas
and coal), landfill gas and hydroelectric units, and wind and solar projects that are capable of generating more than 8,000 megawatts
(MW). Exelon Power’s assets are located in Pennsylvania, Maryland, Illinois, Texas, Massachusetts, Oregon, Idaho, Kansas, Minnesota,
Michigan, and Missouri, with a strong presence in the 13-state PJM Interconnection. The diversity of Exelon Power’s portfolio allows the
company to be competitive in the deregulated power market during the intermediate seasons and peak demand periods.
The clean and renewable energy produced for the energy market by Exelon Power’s fleet is a critical element of Exelon 2020: a lowcarbon
roadmap. The goal of Exelon 2020 is to eliminate the equivalent of the company’s 2001 carbon footprint, or 15 million metric
tons of greenhouse gas emissions, by 2020. Read more about Exelon Power’s clean energy fleet—Hydro, Solar, Wind
Constellation Power Generation
Constellation Power Generation (CPG) is the business that operates and manages Constellation Energy’s fleet of 32 non-nuclear power
plants, which generate nearly 10,000 MW from fossil fuel and renewable energy sources. These plants and their employees support
Constellation’s merchant energy business in key regions across the U.S and in Canada. CPG’s fossil and renewable plants include more
than 3,500 MW of fossil fuel-fired capacity in the Baltimore metropolitan area, a nearly 3,000 MW fleet of natural gas and oil facilities in
Boston, 1,100 MW of natural gas-fired generation in Texas, and ownership interest in clean energy facilities with fuel sources that include
solar, hydro, biomass and wind. Included in that portfolio is Criterion Wind, Maryland’s first-ever wind project, which was built by CPG
and began operating in late 2010.
CPG includes nearly 1,200 employees in both operations and support of power generating facilities, all focused on the group’s
commitment to safety and environmental stewardship. CPG currently has 15 plants across the country that have operated for between
two and 17 consecutive years without a lost time work case. In addition, in 2009, CPG’s ACE Cogeneration plant in Trona, Calif., was
recognized for its outstanding safety program by achieving STAR status under California’s Division of Occupational Safety and Health.
Read more about CPG’s clean energy fleet here.
Focus on Generation: Fossil and Renewables
INTEGRATION INFORMATION 8/18/2011
New Baltimore Headquarters Project Team Structure
Senior executives who represent the area’s
perspective from an enterprise point
of view, providing guidance on crossenterprise
considerations. Corporate/Legal
Affairs, Finance, Human Resources and
Communications are represented.
STEERING COMMITTEE:
Employees asked by their leadership to
participate as ambassadors for the project,
help deliver new headquarters related
messages to other employees, and provide
feedback into certain design elements, such
as furniture, branding, etc. This team will be
developed once the merger closes.
EMPLOYEE ENGAGEMENT COUNCIL:
Dedicated project team members with a
day-to-day, hands-on project role for the
specific function. Project sub-teams include
architects, project managers, space planners,
construction advisors, real estate advisors and
others as needed.
PROJECT DELIVERY TEAM:
Functional area representatives who represent
the occupant/employee perspective and
act as the ‘change leaders’ and liaison to
the functional area employees. Stakeholder
sub-teams include Commercial, Corporate
(IT, Finance, Shared Services, Security), and
Renewable Energy Development.
STAKEHOLDER TEAM:
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 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.
Additional Information and Where to Find it
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.
Participants in the Merger Solicitation
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.
© Exelon Corporation, 2011
© Constellation Energy Group, 2011
INTEGRATION INFORMATION 8/18/2011
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 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.
Additional Information and Where to Find it
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.
Participants in the Merger Solicitation
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.
* * * * *