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Duke Energy And Cinergy Announce Early Termination Of Hart-Scott-Rodino Waiting Period
CHARLOTTE and CINCINNATI, August 11, 2005 — Duke Energy and Cinergy
announced that the Federal Trade Commission and U.S. Department of Justice
today granted early termination of the waiting period imposed by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, related to the companies’ proposed
merger. Termination of the waiting period satisfies a closing condition of the
transaction.
The planned combination, announced May 9, 2005, remains subject to other
closing requirements, including approvals from various state and federal
regulatory agencies, and shareholders of both Duke Energy and Cinergy. The
companies anticipate receiving all necessary approvals by the first half of 2006.
Corporate Profiles
Cinergy has a balanced, integrated portfolio consisting of two core businesses:
regulated operations and commercial businesses. Cinergy’s integrated businesses
make it a Midwest leader in providing both low-cost generation and reliable electric
and gas service. More information about the company is available on the Internet
at: http://www.cinergy.com.
Duke Energy is a diversified energy company with a portfolio of natural gas and
electric businesses, both regulated and unregulated, and an affiliated real estate
company. Duke Energy supplies, delivers and processes energy for customers in
the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500
company traded on the New York Stock Exchange under the symbol DUK. More
information about the company is available on the Internet at: http://www.duke-
energy.com.
Forward-Looking Statements
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 transaction 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
Duke Energy Holding Corp. (Registration No. 333-126318), which includes a
preliminary prospectus and a preliminary joint proxy statement of Duke Energy
and Cinergy, and other materials have been filed with the SEC and are publicly
available. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT-PROSPECTUS WHEN IT BECOMES AVAILABLE AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT DUKE ENERGY, CINERGY, DUKE ENERGY HOLDING CORP., AND THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies of the
joint proxy statement-prospectus as well as other filed documents containing
information about Duke Energy and Cinergy at http://www.sec.gov, the
SEC’s website. Free
copies of Duke Energy’s SEC filings are also available on Duke Energy’s Web site
at http://www.duke-
energy.com/investors/, and free copies of Cinergy’s SEC filings are also
available on Cinergy’s Web site at http://www.cinergy.com.
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 the 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 the 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 the SEC in connection with the proposed
transaction.
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