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<Unicom Logo> <PECO Energy Logo>
NEWS RELEASE
From: Unicom Corporation and PECO Energy FOR IMMEDIATE RELEASE
Corporate Communications October 19, 2000
P.O. Box 767
Chicago, IL 60690-0767
Contact: Don Kirchoffner
312.394.3001
UNICOM AND PECO ENERGY MERGER RECEIVES FINAL APPROVAL FROM SEC;
THE TWO COMPANIES EXPECT TO COMPLETE MERGER ON OCTOBER 20; NEWLY
MERGED EXELON CORPORATION EXPECTED TO BEGIN PUBLIC TRADING ON
OCTOBER 23
- The combined strengths of Unicom and PECO Energy will make
Exelon one of the nation's largest electric utilities, with 5
million customers and one of the industry's largest portfolios of
electricity generation capacity -
Chicago and Philadelphia (October 19, 2000) Unicom Corporation
(NYSE: UCM) and PECO Energy Company (NYSE: PE) today announced
that they have received approval from the Securities and Exchange
Commission to complete their merger to form Exelon Corporation.
The two companies expect to complete their merger on October 20.
They expect to begin trading as Exelon Corporation (NYSE: EXC)
the morning of October 23 on the New York Stock Exchange (NYSE)
under the ticker symbol EXC. Exelon will also be listed on the
Chicago and Philadelphia stock exchanges. The merger of Unicom
and PECO Energy will create Exelon, one of the nation's largest
electric utilities, with approximately five million customers and
more than $12 billion in annual revenues. Exelon will be
headquartered in Chicago, with energy delivery operations in
Illinois and Pennsylvania, and expanding generation capabilities
with strong positions in the Midwest and Mid-Atlantic.
The total market capitalization for Exelon is expected to be
approximately $19 billion. Unicom shareholders will receive
0.875 shares of Exelon common stock and $3.00 in cash for each of
their shares of Unicom common stock. PECO Energy shareholders
will receive one share of Exelon common stock for each share they
own of PECO Energy common stock. Exelon will have approximately
318 million shares of common stock outstanding.
"The new Exelon will create value for customers, employees and
shareholders," said Corbin A. McNeill, Jr., who will become
Exelon's chairman and co-chief executive officer. "Customers
will gain the benefits of our combined resources and best
practices, employees will have greater opportunities for career
growth, and shareholders will be invested in an industry leader
with uncommon upside opportunities. Our new management team has
a proven track record in maximizing the value of opportunities,
and we have already begun to cultivate the value of Exelon's five
million customer base, its substantial portfolio of electric
generation capacity, low-cost distribution and rapid growth in
businesses. Exelon's potential is compelling and our success in
the integration process has been very encouraging."
(more)
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John W. Rowe, who will become Exelon's co-chief executive officer
and president, noted, "Exelon will be well-positioned to grow
earnings. We have three business segments, with aggressive
leaders who will set new benchmarks in their respective markets.
Exelon Generation will be Exelon's primary growth driver,
building growth through a nationwide network and strong positions
in the Midwest and Mid-Atlantic, which are experiencing robust
demand for power. Exelon Energy Delivery will provide a strong
foundation of earnings and cash flow through its electric and gas
distribution, and Exelon Enterprises has the potential to
contribute substantial growth in the future as it continues to
build its energy, infrastructure services, energy services and
telecommunications businesses."
Rowe commented on Exelon's progress in bringing the two companies
together. "The integration planning process has been completed
and we are progressing according to plan. During the year-long
integration process, utilization of nuclear capacity increased to
more than 90%, the Chicago delivery system was significantly
upgraded, $1.5 billion in common stock was repurchased, and the
regulatory approval process was completed. In addition, there
were several key acquisitions, including three nuclear plants,
ten infrastructure companies, three mechanical contractors and
entering an agreement to acquire an interest in Sithe's power
generation assets. It takes a lot of teamwork to make all that
happen in such a short time, especially during a merger
integration. The Exelon company being created is much stronger
than the two predecessor companies were a year ago. The assets
are stronger, the operations are more productive and the people
are exceeding our expectations. We're already delivering value
to the shareholders."
McNeill addressed Exelon's position in the new era of
deregulation. "We believe Exelon will be the start of something
special, a new breed of utility services company, tailor-made for
today's competitive power environment. Deregulation is creating
unprecedented opportunities for power generators. The winners in
this new landscape will be merchants that best meet the needs of
the customer, and after years of building our generation
capabilities at both PECO Energy and Unicom, we believe Exelon
will be extraordinarily well-positioned to become a merchant of
choice.
"We will have one of the largest portfolios of electric
generation capacity and the ability to market power in customized
packages that meet the specific needs of our customers, wherever
and whenever they need it, and with unbeatable reliability.
Moreover, Exelon Generation will be an asset-backed generation
business, and increasingly, we find that customers recognize the
importance of the ability to actually deliver the power to their
door. We will bring the best of both worlds to our customers -
the marketing and the power - we're a perfect fit to be a winner
in this new environment."
Three Business Segments
The two leaders pointed to significant competitive strengths in
each of Exelon's business segments:
-- Exelon Generation
- One of the industry's largest portfolios of electricity
generation capacity
- The nation's largest low-cost nuclear fleet, which reduces
Exelon's energy generation costs
- Among the industry's lowest-cost energy producers, with plans
to reduce costs further
- An expanding footprint with strong positions in the Midwest
and Mid-Atlantic
- Nationwide asset-based power marketing, enabling Exelon to
maximize its portfolio value
(more)
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--Exelon Energy Delivery
- One of the industry's largest customer bases with 5 million
customers
- Operations in Illinois and Pennsylvania, both of which have
been through deregulation
- Serves two of the nation's largest metropolitan areas
--Exelon Enterprises
- Capitalizes on Exelon's core competencies in energy and
infrastructure services nationwide
- Exelon Infrastructure Services has grown to $700 million in
annualized revenues in one year
- Substantial holdings in telecommunications with fiber and
wireless networks in Philadelphia
Financial
Exelon is expected to realize annual cost savings from the merger
of approximately $100 million in 2001, increasing to
approximately $180 million by 2003. Management expects the
merger to be immediately accretive to earnings in 2001, the first
full year of operation.
Exelon is expected to pay an initial annual dividend of $1.69 per
share.
Exelon will begin its operations with a strong balance sheet.
During the past year, Unicom and PECO Energy have repurchased a
total of $1.5 billion in common stock in advance of the merger.
The Management Team
Exelon's management team will be led by Corbin McNeill and John
Rowe, who will continue to work together as co-chief executive
officers of Exelon for a transition period through December 31,
2003. During the first half of the transition period, McNeill
will be chairman; Rowe will become chairman in the second half.
At the end of the transition period, Rowe will become chairman
and sole CEO of Exelon, and McNeill will remain on the Board of
Directors. The following details the responsibilities of the
senior management team:
-Corbin A. McNeill, Jr. - Chairman and co-CEO, Exelon
Corporation: will oversee Exelon Generation
-John W. Rowe - Co-CEO and President, Exelon Corporation: will
oversee Exelon Energy Delivery and Exelon Enterprises
-Michael J. Egan - Executive VP, Exelon Corporation; President,
Exelon Enterprises
-Oliver D. Kingsley, Jr. - Executive VP, Exelon Corporation;
President & Chief Nuclear Officer, Exelon Nuclear
-Pamela B. Strobel - Executive VP, Exelon Corporation; President,
Exelon Energy Delivery; Vice Chair, ComEd Distribution
-Carl J. Croskey - Senior VP, Exelon Corporation; President,
ComEd Distribution
-Ruth Ann M. Gillis - Senior VP and Chief Financial Officer,
Exelon Corporation
-Kenneth G. Lawrence - Senior VP, Exelon Corporation; President,
PECO Distribution
-Ian P. McLean - Senior VP, Exelon Corporation; President, Power
Team
-Elizabeth Ann Moler - Senior VP Governmental Affairs & Policy,
Exelon Corporation
-Honorio J. Padron - Senior VP, Exelon Corporation; President,
Exelon Business Services
-S. Gary Snodgrass - Senior VP & Chief Human Resources Officer,
Exelon Corporation
(more)
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The Board of Directors
Exelon's Board of Directors will include:
-Edward A. Brennan - Retired Chairman and CEO of Sears, Roebuck
and Co.
-Carlos H. Cantu - Retired President and CEO of The ServiceMaster
Company
-Daniel L. Cooper - Retired Admiral, former Vice President and
General Manager, Nuclear Services Division of
Gilbert/Commonwealth, Inc.
-M. Walter D'Alessio - Chairman, President and CEO of Legg Mason
Real Estate Services
-G. Fred DiBona, Jr. - President and CEO of Independence Blue
Cross
-Bruce DeMars - Retired Admiral, Vice President and Secretary of
DeMars, Inc.; Partner, Trident Merchant Group
-Sue L. Gin - Chairman and CEO of Flying Food Group, Inc.
-Richard H. Glanton - Partner, law firm of Reed Smith Shaw &
McClay, LLP
-Rosemarie B. Greco - Principal of GRECO Ventures, former President
of CoreStates Financial Corporation
-Edgar D. Jannotta - Senior Director of William Blair & Company,
LLC
-Corbin A. McNeill, Jr. - Chairman and co-CEO of Exelon
Corporation
-John H. Palms, Ph.D. - President of the University of South
Carolina, Professor of Physics
-John W. Rogers, Jr. - President of Ariel Capital Management, Inc.
-John W. Rowe - Co-CEO and President of Exelon Corporation
-Ronald Rubin - CEO of The Pennsylvania Real Estate Investment
Trust
-Richard L. Thomas - Retired Chairman of First Chicago NBD
Corporation
Exelon Corporation will be one of the nation's largest electric
utilities with business segments in energy generation, energy
delivery and unregulated enterprises. The company will have one
of the industry's largest portfolios of electricity generation
capacity, with a nationwide reach and strong positions in the
Midwest and Mid-Atlantic. Exelon will distribute electricity and
gas to approximately five million customers in Illinois and
Pennsylvania. The company also will have holdings in such
competitive businesses as energy, infrastructure services, energy
services and telecommunications. Exelon will be headquartered in
Chicago and will trade on the NYSE under the ticker EXC. Exelon
will also be listed on the Chicago and Philadelphia stock
exchanges.
###
This press release contains certain forward-looking statements
within the meaning of the safe-harbor provisions of the
Securities Exchange Act of 1934; these forward-looking statements
are subject to various risks and uncertainties. The factors that
could cause actual results to differ materially from the
projections, forecasts, estimates and expectations discussed
herein may include factors that are beyond the companies' ability
to control or estimate precisely, such as estimates of future
market conditions, the behavior of other market participants and
the actions of the Federal and State regulators. Other factors
include, but are not limited to, actions in the financial
markets, weather conditions, economic conditions in the
companies' service territories, fluctuations in energy-related
commodity prices, conversion activity, other marketing efforts
and other uncertainties. Other risk factors are detailed from
time to time in the companies' SEC reports. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. The
companies do not undertake any obligation to publicly release any
revisions to these forward-looking statements to reflect events
or circumstances after the date of this press release.
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IR Contacts:
Eunice Collins, 312.394.8354
Susan Coan, 215.841.5747
