Duke, Progress shareholders approve merger

Source: Duke Energy

Duke Energy (NYSE:DUK) shareholders today overwhelmingly approved the proposed merger with Progress Energy (NYSE: PGN). More than 90 percent of the Duke Energy shares voted supported the proposal.

Duke Energy shareholders specifically approved a 1-for-3 reverse stock split as well as the issuance of Duke Energy common stock to Progress Energy shareholders upon closing of the merger transaction. The reverse stock split is designed to reduce the number of outstanding Duke Energy shares. 

Progress Energy shareholders also approved the merger this morning during a separate meeting in Raleigh. 

"Our shareholders have voiced their strong support for the merger between these two companies," said Jim Rogers, chairman, president and chief executive officer of Duke Energy. "The merger will increase our ability to more economically modernize our generation fleet and grid while providing significant savings to customers through improved fuel purchasing power and greater plant dispatch efficiency. 

"At its core," Rogers continued, "the merger enhances both companies' abilities to ensure strong shareholder value, provide exceptional customer service and deliver affordable and reliable electricity in the face of current high levels of economic, regulatory, and industry uncertainty." 

The merger is on track to close by the end of the year. The combined company will be the country's largest utility, with: 

• Approximately $65 billion in enterprise value and $37 billion in market capitalization (as of Dec. 31, 2010)

• The country's largest regulated customer base, providing service to approximately 7.1 million electric customers in six regulated service territories -- North Carolina, South Carolina, Florida, Indiana, Kentucky and Ohio

• Approximately 57 gigawatts of domestic generating capacity from a diversified mix of coal, nuclear, natural gas, oil and renewable resources

• The largest regulated nuclear fleet in the country

Bill Johnson, Progress Energy's current chairman, president, and chief executive officer, will take the helm of the new company as the president and chief executive officer upon completion of the merger. 

Rogers will serve as executive chairman for two years post merger. He will advise Johnson and the board on strategic matters, play an active role in government relations and technology development, and serve as the company's lead spokesperson on energy policy. 

Integration planning is under way, with leaders from both companies assuming key management roles in the new organization. 

The companies have made all appropriate regulatory filings and have received approval from some state and federal agencies, with others pending: 

• The companies have satisfied Federal Trade Commission and U.S. Department of Justice review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

• The Kentucky Public Service Commission approved, subject to conditions, the merger application this month.

• The Federal Communications Commission has approved the transfer of the Progress Energy licenses to Duke Energy.

• Merger-related hearings are scheduled for Sept. 20 by the N.C. Utilities Commission.

• A procedural schedule for the Public Service Commission of South Carolina Commission is expected shortly.

• The Federal Energy Regulatory Commission and the Nuclear Regulatory Commission are expected to issue rulings this fall. 

 

 




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