e425
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 is a joint press release issued on September 10, 2010
by FirstEnergy Corp. and Allegheny Energy, Inc.
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Contacts for FirstEnergy:
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Contacts for Allegheny: |
For Investors:
Ronald Seeholzer
(330) 384-5415
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For Investors:
Max Kuniansky
(724) 838-6895 |
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For Media:
Ellen Raines
(330) 384-5808
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For Media:
David Neurohr
(724) 838-6020 |
FIRSTENERGY-ALLEGHENY ENERGY MERGER APPLICATION
RECEIVES APPROVAL FROM VIRGINIA REGULATORS
AKRON, OHIO, AND GREENSBURG, PA, September 10, 2010 FirstEnergy Corp. (NYSE: FE) and
Allegheny Energy, Inc. (NYSE: AYE) today announced that they have received approval from the
Virginia State Corporation Commission (SCC) for their proposed merger.
We are pleased to have the support of the SCC and view this as an important step in the
completion of our merger, said Anthony J. Alexander, President and Chief Executive Officer of
FirstEnergy.
We appreciate the Commissions prompt approval. This merger will result in a stronger
company that will better serve our many stakeholders, including those in Virginia, said Paul J.
Evanson, Chairman, President and Chief Executive Officer of Allegheny Energy.
The companies filed a petition with the SCC for approval of their merger on June 4, 2010.
Allegheny Energy owns transmission assets in Virginia through Potomac Edison and the
Trans-Allegheny Interstate Line Company (TrAILCo.). The SCC previously approved Allegheny Energys
sale of Potomac Edisons electric distribution service territory and facilities to Rappahannock
Electric Cooperative and Shenandoah
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Valley Electric Cooperative. In the merger petition, the
companies said the transaction would not negatively impact the service provided by Potomac Edison
and TrAILCo.
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 mailed to shareholders.
The combination of FirstEnergy and Allegheny Energy is expected to provide enhanced earnings
growth and shareholder return potential, and opportunities to create value through increased scale,
scope and diversification.
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
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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.
(091010)