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PSI Files Merger-Related Petition In Indiana
PLAINFIELD, Ind., June 15, 2005 — PSI Energy Inc., the Indiana public utility
subsidiary of Cinergy Corp. (NYSE:CIN), today filed a petition with the Indiana
Utility Regulatory Commission supporting the proposed merger of Cinergy and
Duke Energy (NYSE:DUK).
In the petition, PSI emphasized the transaction will create a financially stronger
organization that will continue PSI’s long record of reliable electric service to its
customers at reasonable rates. The combined company will maintain a strong local
presence in Indiana with continuing support of economic development and
philanthropic activities in its Indiana service area.
“With this merger, we are becoming part of a company that, along with Cinergy, is
known for excellence in customer service,” said PSI President Kay Pashos. “We
share similar values and operating philosophies, and our longstanding commitment
to community giving and involvement will be enhanced by the combination of two
civic-minded companies backed by a financially stronger organization.”
PSI will remain a separate and distinct Indiana utility company after the merger.
The merger will have no effect on the regulation of electric utility service by the
Indiana Utility Regulatory Commission, and PSI’s customer rates will continue to be
set by the state commission. PSI Energy’s corporate headquarters will remain in
Plainfield, Ind., with staffing, experience and resources in Indiana necessary to
maintain high-quality customer service and reliable delivery of electricity.
“In the years after the transaction is completed, the efficiencies and economies of
scale from the larger company will provide significant long-term benefits to both
customers and shareholders,” Pashos said. In its petition PSI commits to share a
portion of the merger savings that are allocable to PSI’s electric operations with its
Indiana customers.
This is among several regulatory filings regarding the merger that will be made in
the next several weeks and months at the state and federal level.
PSI Energy is Indiana’s largest electric supplier, serving more than 700,000
customers in portions of 69 of the state’s 92 counties.
Forward-Looking Statement
This document includes statements that do not directly or exclusively relate to
historical facts. Such statements are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements include
statements regarding benefits of the proposed mergers and Restructuring
Transactions, integration plans and expected synergies, anticipated future
financial operating performance and results, including estimates of growth. These
statements are based on the current expectations of management of Duke Energy
and Cinergy. There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements included in
this document. For example, (1) the companies may be unable to obtain
shareholder approvals required for the transaction; (2) the companies may be
unable to obtain regulatory approvals required for the transaction, or required
regulatory approvals may delay the transaction or result in the imposition of
conditions that could have a material adverse effect on the combined company or
cause the companies to abandon the transaction; (3) conditions to the closing of
the mergers and the restructuring transactions may not be satisfied; (4) problems
may arise in successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and efficiently as
expected; (5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; (6) the
transaction may involve unexpected costs or unexpected liabilities, or the effects
of purchase accounting may be different from the companies’ expectations; (7)
the credit ratings of the combined company or its subsidiaries may be different
from what the companies expect; (8) the businesses of the companies may suffer
as a result of uncertainty surrounding the transaction; (9) the industry may be
subject to future regulatory or legislative actions that could adversely affect the
companies; and (10) the companies may be adversely affected by other economic,
business, and/or competitive factors. Additional factors that may affect the future
results of Duke Energy and Cinergy are set forth in their respective filings with the
Securities and Exchange Commission ("SEC"), which are available at www.duke-
energy.com/investors and www.cinergy.com/investors,
respectively. Duke
Energy and Cinergy undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional Information and Where to Find It In connection with the
proposed transaction, a registration statement of Deer
Holding Corp., which will include a joint proxy statement of Duke Energy and
Cinergy, and other materials, will be filed with SEC. WE URGE INVESTORS TO
READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT DUKE ENERGY, CINERGY,
DEER HOLDING CORP., AND THE PROPOSED TRANSACTION. Investors will
be able to obtain free copies of the registration statement and proxy statement
(when available) as well as other filed documents containing information about
Duke Energy and Cinergy at
http://www.sec.gov, SEC's Web site. Free copies of
Duke Energy’s SEC filings are also available on Duke Energy’s Web site at
www.duke-energy.com/investors and free copies of Cinergy’s SEC filings are
also available on Cinergy’s Web site at www.cinergy.com/investors.
Participants in the Solicitation
Duke Energy, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
Duke Energy’s or Cinergy’s stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Duke Energy is included in its
definitive proxy statement for its 2005 annual meeting filed with SEC on March 31,
2005. Information regarding the officers and directors of Cinergy is included in its
definitive proxy statement for its 2005 annual meeting filed with SEC on March 28,
2005. More detailed information regarding the identity of potential participants,
and their direct or indirect interests, by securities, holdings or otherwise, will be
set forth in the registration statement and proxy statement and other materials to
be filed with SEC in connection with the proposed transaction.
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