e425
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: 333-165640
The following is a copy of the joint press release issued on July 16,
2010 by FirstEnergy Corp. and Allegheny Energy, Inc.
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Contacts for FirstEnergy:
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Contacts for Allegheny: |
For Investors:
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For Investors: |
Ronald Seeholzer
(330) 384-5415
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Max Kuniansky
(724) 838-6895 |
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For Media:
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For Media: |
Tricia Ingraham
(330) 384-5247
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David Neurohr
(724) 838-6020 |
FirstEnergy and Allegheny Energy Announce S-4 Filing
Declared Effective by the SEC
Special Shareholder Meetings Scheduled
Akron, OH and Greensburg, PA, July 16, 2010 FirstEnergy Corp. (NYSE: FE), and Allegheny
Energy, Inc. (NYSE: AYE) announced today that FirstEnergys Form S-4 registration statement
regarding their proposed merger has been declared effective by the Securities and Exchange
Commission. Each company will hold a special meeting on Tuesday, September 14, 2010, to give
shareholders the opportunity to vote on the transaction.
We are pleased to have completed this important step in our merger and look forward to
meeting with shareholders, said FirstEnergy President and Chief Executive Officer Anthony J.
Alexander. We continue to believe that the combination of FirstEnergy and Allegheny Energy will
provide significant benefits to our shareholders and we encourage their support.
This merger significantly enhances value for Allegheny Energy shareholders, who will receive
both a meaningful premium and a substantial increase in the dividend based on FirstEnergys current
practice, said Allegheny Energy Chairman, President and Chief Executive Officer Paul J. Evanson.
Shareholders of record of each company as of July 16, 2010, will be mailed the joint proxy
statement/prospectus included in the registration statement in connection with the proposed merger
and will be entitled to vote at the respective companies shareholders meetings. Details on
meeting times and locations for each company are available in the joint proxy statement/prospectus.
The boards of directors of FirstEnergy and Allegheny Energy both have unanimously approved the
transaction and urge shareholders to vote FOR the merger and the related proposals.
Summary of the Proposed Merger
The proposed combination of FirstEnergy and Allegheny Energy is a natural strategic fit that
would provide a better platform for growth than either company would have been able to achieve
individually. Key highlights of the proposed merger include:
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The combination would create a leading regional energy provider with utility operations
serving over 6 million customers in seven states, approximately $16 billion in annual revenues
and $1.4 billion in annual net income, based on combined figures as of December 31, 2009, and
approximately 24,000 megawatts of generating capacity from a diverse mix of regional coal,
nuclear, natural gas, oil and renewable power resources. |
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The transaction is anticipated to be accretive to FirstEnergy earnings in the first year
following the close. |
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Allegheny Energy shareholders would receive 0.667 shares of FirstEnergy common stock in
exchange for each share of Allegheny Energy they own. Following the completion of the merger,
it is anticipated that FirstEnergy shareholders will own approximately 73 percent and
Allegheny Energy shareholders will own approximately 27 percent of the combined company. |
The merger is expected to close in the first half of 2011, subject to customary closing
conditions, including shareholder and regulatory approvals, as outlined in the joint proxy
statement/prospectus that is being mailed to shareholders.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
In addition to historical information, this news 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 joint proxy statement/prospectus that is included in the Registration Statement on Form S-4
(Registration No. 333-165640) that was filed by FirstEnergy 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 website at www.sec.gov.
Forward-looking statements included in this document speak only as of the date of this document.
Neither FirstEnergy nor Allegheny Energy undertakes any obligation to update its forward-looking
statements to reflect events or circumstances after the date of this document.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, FirstEnergy filed a Registration Statement on Form S-4
(Registration No. 333-165640) with the SEC that includes a joint proxy statement of FirstEnergy and
Allegheny Energy and that also constitutes a prospectus of FirstEnergy. FirstEnergy and Allegheny
Energy are mailing the definitive joint proxy statement/prospectus to their respective
shareholders on or about July 23, 2010. FirstEnergy and Allegheny Energy urge investors and shareholders to read the joint
proxy statement/prospectus regarding the proposed merger, 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 website
(www.sec.gov). You may also obtain these documents, free of charge, from FirstEnergys website
(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 website (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 joint proxy
statement/prospectus contained in the above-referenced Registration Statement on Form S-4. You can
find information about FirstEnergys executive officers and directors in its definitive proxy
statement filed with the SEC on April 1, 2010 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 website information above.