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September 22, 2008

EDF: Constellation ignored our $35/share offer

The newest development. Filed at the SEC a few minutes ago: EDF says it had a $35 a share on the table last Wednesday, which Constellation Energy Group apparently rejected in favor of MidAmerican Energy's $26.50. Constellation's response will be interesting. Constellation is up to $28 as I write.

The terms of the Proposal Request submitted to the board of directors of Constellation included an immediate investment by Monday, September 22, 2008 of $1 billion through the purchase of non-voting preferred stock convertible into (i) 10.4% of Constellation voting equity and 5.6% of non-voting equity convertible into voting equity, and (ii) $750 million aggregate principal amount of 10% senior notes. The other terms and conditions of the Proposal Request were either the same as or in the aggregate more favorable to Constellation than the terms and conditions of the preferred stock investment proposed by MidAmerican and announced by MidAmerican and Constellation on the morning of Thursday, September 18, 2008. In addition, the Proposal Request offered the immediate commencement of negotiations of a merger agreement to acquire all of the outstanding capital stock of Constellation at a price of $35.00 per share and that such negotiations would be completed to permit execution of a definitive merger agreement by October 9, 2008. The Constellation board of directors has not responded to the Proposal Request. EDFI as a shareholder believes that the MidAmerican transaction does not provide adequate value to shareholders. EDFI remains committed to pursuing opportunities in the US nuclear industry and is reviewing all of its options with respect to increasing the value of its investment in Constellation for itself and Constellation's other shareholders.
Posted by Jay Hancock at 11:51 AM | | Comments (1)
        

Comments

One wonders about the status of the Calvert Cliffs proposal if EDF goes to war with Mid-American/Constellation.

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About Jay Hancock
Jay Hancock has been a financial columnist for The Baltimore Sun since 2001. He has also been The Baltimore Sun's diplomatic correspondent in Washington and its chief economics writer. Before moving to Baltimore in 1994 he worked for The Virginian-Pilot of Norfolk and The Daily Press of Newport News.

His columns appear Tuesdays and Sundays.
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