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Published on 12/8/2008 in the Prospect News Special Situations Daily.

Constellation Energy to discuss EDF's proposal; MidAmerican Energy merger vote set for Dec. 23

By Lisa Kerner

Charlotte, N.C., Dec. 8 - Constellation Energy Group Inc. said it will immediately begin discussions with Électricité de France SA regarding EDF's Dec. 2 unsolicited proposal.

However, Constellation Energy's board of directors continues to recommend that the company's shareholders vote in favor of the merger with MidAmerican Energy Holdings Co. on Dec. 23.

It was previously reported that EDF, a Paris-based integrated energy company, wants to buy a 50% ownership interest in Constellation Energy's nuclear generation and operation business, excluding Constellation Energy's existing interest in the UniStar joint venture, for $4.5 billion.

EDF would make an immediate $1 billion cash investment in Constellation Energy in the form of nonconvertible cumulative preferred stock, to be credited against the $4.5 billion purchase price, a prior news release said.

In September, the boards of directors of MidAmerican and Constellation Energy, a Baltimore energy products provider, approved a definitive merger agreement in which MidAmerican will acquire Constellation Energy for approximately $4.7 billion, or $26.50 per share.

MidAmerican is a Des Moines energy services provider.


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