e425
Filed by FirstEnergy Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 333-165640
On May 11, 2010, FirstEnergy Corp. and Allegheny Energy, Inc. issued the attached joint press
release announcing the filing by FirstEnergy Corp. and Allegheny Energy Inc. of an application with
the Federal Energy Regulatory Commission for approval of their previously announced proposed
merger.
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Contacts for FirstEnergy:
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Contacts for Allegheny: |
For Investors:
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For Investors: |
Ronald Seeholzer
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Max Kuniansky |
(330) 384-5415
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(724) 838-6895 |
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For Media:
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For Media: |
Ellen Raines
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David Neurohr |
(330) 384-5808
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(724) 838-6020 |
FIRSTENERGY AND ALLEGHENY ENERGY FILE MERGER APPLICATION
WITH FEDERAL ENERGY REGULATORY COMMISSION
AKRON, OH AND GREENSBURG, PA FirstEnergy Corp. (NYSE: FE) and Allegheny Energy, Inc. (NYSE:
AYE) today filed an application with the Federal Energy Regulatory Commission (FERC) for approval
of their proposed merger. The application provides additional detail and analysis related to
competition in wholesale electric power markets, FERC jurisdictional rates, and state and federal
regulation of both companies and their subsidiaries. Under the Federal Power Act, the FERC has 180
days to rule on a merger application.
The
companies plan to make filings for state regulatory approval in Pennsylvania, West Virginia and Maryland this
month, and in Virginia later in the second quarter.
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 preliminary S-4 Registration
Statement, which was filed in March.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
In addition to historical information, this document 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 preliminary 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 preliminary joint proxy statement of
FirstEnergy and Allegheny Energy and that also constitutes a preliminary prospectus of FirstEnergy.
FirstEnergy and Allegheny Energy will mail the definitive joint proxy
statement/prospectus to their respective shareholders. FirstEnergy and Allegheny Energy urge
investors and shareholders to read the definitive joint proxy statement/prospectus regarding the
proposed merger when it becomes available, as well as other documents filed with the SEC, because
they will 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.
PARTICIPANTS IN THE MERGER SOLICITATION
FirstEnergy, Allegheny Energy and their respective directors, executive officers and certain other members
of management and employees may be soliciting proxies from FirstEnergy and Allegheny Energy
shareholders in favor of the merger and related matters. Information
regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of FirstEnergy and Allegheny Energy shareholders in connection with the proposed
merger is set forth in the preliminary joint proxy statement/prospectus contained in the
above-referenced Registration Statement on Form S-4. You can find information about FirstEnergys
executive officers and directors in its definitive proxy statement filed with the SEC on April 1,
2010 and Annual Report on Form 10-K filed with the SEC on February 19, 2010. You can find
information about Allegheny Energys executive officers and directors in its definitive proxy
statement filed with the SEC on March 19, 2010 and Annual Report on Form 10-K filed with the SEC on
March 1, 2010. Additional information about FirstEnergys executive officers and directors and
Allegheny Energys executive officers and directors can be found in the above-referenced
Registration Statement on Form S-4. You can obtain free copies of these documents from FirstEnergy
and Allegheny Energy using the website information above.
(051110)