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 June 4, 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 Virginia State Corporation 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 VIRGINIA STATE CORPORATION COMMISSION
AKRON, OHIO, AND GREENSBURG, PA FirstEnergy Corp. (NYSE: FE) and Allegheny Energy, Inc.
(NYSE: AYE) today filed an application with the Virginia State
Corporation Commission (SCC) for approval
of their proposed merger.
The
Companies are seeking SCC approval since
Allegheny Energy owns transmission assets in Virginia through Potomac Edison and the
Trans-Allegheny Interstate Line Company (TrAILCo). Earlier this month, the
SCC approved Allegheny Energys sale of Potomac
Edisons electric distribution service territory and facilities to Rappahannock Electric
Cooperative and Shenandoah Valley Electric Cooperative.
In their application, the companies said the proposed merger 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 amended Registration
Statement on Form S-4 that was filed with the Securities and Exchange Commission earlier today.
The merger is expected to create a combined company with a more diversified energy delivery
business and stronger generation portfolio, which would enhance customer service, reliability and
operational flexibility.
The companies previously filed applications with the Federal Energy Regulatory Commission, the
Pennsylvania Public Utility Commission, the Public Service Commission of West Virginia, and the
Maryland Public Service Commission. The companies also made filings with the Federal Trade
Commission and Department of Justice for clearance under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976.
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 preliminary joint proxy statement/prospectus that is included in the amended 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 an amended 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 amended 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 amended Registration Statement on Form S-4. You can
obtain free copies of these documents from FirstEnergy and Allegheny Energy using the website
information above.