Filed by FirstEnergy Corp.
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, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 001-00267
On March 24, 2010, FirstEnergy Corp. and Allegheny Energy, Inc. issued the attached joint
press release announcing the filing by FirstEnergy Corp. of a preliminary registration statement on
Form S-4, relating to their previously announced proposed merger.
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For Release: March 24, 2010 |
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Contacts for FirstEnergy:
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Contacts For Allegheny Energy: |
For Media:
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For Media: |
Ellen Raines
(330) 384-5808
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David Neurohr
(724) 838-6020 |
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For Investors:
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For Investors: |
Ron Seeholzer
(330) 384-5415
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Max Kuniansky
(724) 838-6895 |
FIRSTENERGY AND ALLEGHENY ENERGY ANNOUNCE
FILING OF FORM S-4 WITH THE SEC
AKRON, Ohio and GREENSBURG, Pa. FirstEnergy Corp. (NYSE: FE) and Allegheny Energy, Inc.
(NYSE: AYE) today announced that FirstEnergy has filed with the U.S. Securities and Exchange
Commission (SEC) a preliminary Registration Statement on Form S-4 relating to its proposed merger
with Allegheny Energy announced on February 11, 2010.
The filing of a preliminary Form S-4 is one of several steps in the merger process that must
be completed before obtaining each companys shareholder approval of the transaction. Following
any SEC review of the Registration Statement, FirstEnergy and Allegheny Energy anticipate sending
the joint proxy statement/prospectus to their respective shareholders, and setting dates for
separate special meetings of shareholders to approve proposals relating to the merger.
The merger is expected to close in the first half of 2011, subject to customary closing
conditions, including regulatory approvals, as outlined in the Registration Statement.
The preliminary Form S-4 is available on a new Web site that has been established by
FirstEnergy and Allegheny Energy at www.firstenergycorp.com/alleghenymerger and on the SECs Web
site at www.sec.gov. Shareholders of FirstEnergy and Allegheny Energy are encouraged to read the
filing, which contains important information relating to the proposed merger and the companies
businesses and operations.
Information Concerning Forward-Looking Statements
In addition to historical information, this release may contain a number of forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as
anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used
in connection with any discussion of future plans, actions, or events identify forward-looking
statements. Forward-looking statements relating to the proposed merger include, but are not limited
to: statements about the benefits of the proposed merger involving FirstEnergy and Allegheny
Energy, including future financial and operating results; FirstEnergys and Allegheny Energys
plans, objectives, expectations and intentions; the expected timing of completion of the
transaction; and other statements relating to the merger that are not historical facts.
Forward-looking statements involve estimates, expectations and projections and, as a result, are
subject to risks and uncertainties. There can be no assurance that actual results will not
materially differ from expectations. Important factors could cause actual results to differ
materially from those indicated by such forward-looking statements. With respect to the proposed
merger, these factors include, but are not limited to: risks and uncertainties relating to the
ability to obtain the requisite FirstEnergy and Allegheny Energy shareholder approvals; the risk
that FirstEnergy or Allegheny Energy may be unable to obtain governmental and regulatory approvals
required for the merger, or required governmental and regulatory approvals may delay the merger or
result in the imposition of conditions that could reduce the anticipated benefits from the merger
or cause the parties to abandon the merger; the risk that a condition to closing of the merger may
not be satisfied; the length of time necessary to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time on merger-related issues; the
effect of future regulatory or legislative actions on the companies; and the risk that the credit
ratings of the combined company or its subsidiaries may be different from what the companies
expect. These risks, as well as other risks associated with the merger, are more fully discussed in
the preliminary joint proxy statement/prospectus that is included in the Registration Statement on
Form S-4 that was filed with the SEC in connection with the merger. Additional risks and
uncertainties are identified and discussed in FirstEnergys and Allegheny Energys reports filed
with the SEC and available at the SECs Web site at www.sec.gov. Forward-looking statements
included in this release speak only as of the date of this release. Neither FirstEnergy nor
Allegheny Energy undertakes any obligation to update its forward-looking statements to reflect
events or circumstances after the date of this release.
Additional Information and Where to Find It
In connection with the proposed merger, FirstEnergy filed with the SEC a Registration Statement on
Form S-4 that includes a preliminary joint proxy statement of FirstEnergy and Allegheny Energy and
that also constitutes a preliminary prospectus of FirstEnergy. FirstEnergy and Allegheny Energy
will mail the definitive joint proxy statement/prospectus to their respective shareholders.
FirstEnergy and Allegheny Energy urge investors and shareholders to read the definitive joint proxy
statement/prospectus regarding the proposed merger when it becomes available, as well as other
documents filed with the SEC, because they will contain important information. You may obtain
copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at
the SECs Web site (www.sec.gov). You may also obtain these documents, free of charge, from
FirstEnergys Web site (www.firstenergycorp.com) under the tab Investors and then under the
heading Financial Information and then under the item SEC Filings. You may also obtain these
documents, free of charge, from Allegheny Energys Web site (www.alleghenyenergy.com) under the tab
Investors and then under the heading SEC Filings.
Participants in the Merger Solicitation
FirstEnergy, Allegheny Energy and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from FirstEnergy and Allegheny Energy
shareholders in favor of the merger and related matters. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of FirstEnergy and Allegheny
Energy shareholders in connection with the proposed merger is set forth in the preliminary joint
proxy statement/prospectus contained in the above-referenced Registration Statement. You can find
information about FirstEnergys executive officers and directors in its definitive proxy statement
filed with
the SEC on April 1, 2009 and Annual Report on Form 10-K filed with the SEC on February 19, 2010.
You can find information about Allegheny Energys executive officers and directors in its
definitive proxy statement filed with the SEC on March 19, 2010 and Annual Report on Form 10-K
filed with the SEC on March 1, 2010. Additional information about FirstEnergys executive officers
and directors and Allegheny Energys executive officers and directors can be found in the
above-referenced Registration Statement on Form S-4. You can obtain free copies of these documents
from FirstEnergy and Allegheny Energy using the contact information above.
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