Filed by FirstEnergy Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 333-165640
The following letter was mailed on August 18, 2010 to certain FirstEnergy Corp. shareholders that
have not yet voted.
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76 South Main Street
Akron, Ohio 44308 |
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Rhonda S. Ferguson |
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Vice President & Corporate Secretary |
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August 18, 2010
Dear Fellow Shareholder:
We have previously sent to you proxy material for the important special meeting of the shareholders
of FirstEnergy Corp. to be held on September 14, 2010. Your Board of Directors unanimously
recommends that shareholders vote FOR the proposals relating to the proposed merger with
Allegheny Energy, Inc.
Since Proposals 1 and 2 require approval by holders of at least a majority of the outstanding
shares, your vote is important, no matter how many or how few shares you may own. Failing to vote
will have the same effect as a vote against the merger. If you have not already done so, please
vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy
card in the postage-paid envelope provided.
Sincerely,
REMEMBER:
You can vote your shares by telephone, via the Internet, or by mail.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-877-687-1866.
Continued on reverse side.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
In addition to historical information, this letter 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 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 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.