Filed by Public Service Enterprise Group Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Companies:
Public Service Enterprise Group Incorporated
(Commission File No. 001-09120)
[EXELON LOGO] [PSEG LOGO]
Merger Fact Sheet
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Companies Exelon
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Tickers NYSE: EXC
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Descriptions Exelon Corporation is one of the nation's largest electric
utility companies with more than $15 billion in annual
revenues.
The company has one of the industry's largest portfolios of
electric generation capacity, with a nationwide reach and
strong positions in the Midwest and Mid-Atlantic. Exelon
distributes electricity to approximately 5.1 million
customers in Illinois and Pennsylvania, and gas to 460,000
customers in the Philadelphia area. Exelon is headquarted in
Chicago, Illinois.
2003 Total Assets: $40 billion (approx.)
2003 Revenues: $15.8 billion
Employees: 17,500 (approx.)
Customers: 5.1 million electric, 460,000 natural gas
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Companies PSEG
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Tickers NYSE: PEG
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Descriptions PSEG is a major integrated energy and generation company
with more than $10 billion in annual revenues.
It serves about 2 million electric and 1.6 million gas
customers in New Jersey. The company operates a large fleet
of generating stations with diverse fuel and dispatch
characteristics, largely in the PJM interchange. PSEG is
headquartered in Newark, New Jersey and trades on the NYSE
under the ticker PEG.
2003 Total Assets: $28 billion (approx.)
2003 Revenues: $11.1 billion
Employees: 10,500 (approx.)
Customers: 2 million electric, 1.6 million gas
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New Company Company Name: Exelon Electric & Gas
Key Facts Headquarters: Chicago, IL
(pro forma) Total assets: $79 billion (approx.)
US Generation assets: 52,000 MW (approx.)
Revenues: $27 billion (approx)
Employees: 28,000 (approx.)
Customers: 7 million electric, 2 million natural gas
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Strategic o Improved nuclear performance
Rationale o Complementary operations
- Contiguous service territories
- Improved T& D efficiency
- Improved balance in energy portfolio (gas & electric)
o Common regulatory framework
o Improved financial performance driven by significant
synergies and enhanced base and scope
o Manageable regulatory approvals
o Bigger opportunities for employees
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Senior o President and Chief Executive Officer - John W. Rowe
Management o Non-executive Chairman of the Board - E. James Ferland
of the New
Company
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Board of The new Exelon Electric & Gas board will be comprised of 12
Directors members nominated by Exelon and 6 members nominated by PSEG.
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This document includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, for example, statements regarding benefits of the proposed
merger, integration plans, and expected synergies, anticipated future financial
and operating performance and results, including estimates for growth. There are
a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements made herein. A discussion of some
of these risks and uncertainties is contained or referred to in the Current
Reports on Form 8-K filed with the SEC on December 20, 2004 by Exelon and PSEG,
respectively. These risks, as well as other risks associated with the merger,
will be more fully discussed in the joint proxy statement/prospectus that will
be included in the Registration Statement on Form S-4 that Exelon will file with
the SEC in connection with the proposed merger. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this document. Neither Exelon nor PSEG undertakes any obligation to
publicly release any revision to its forward-looking statements to reflect
events or circumstances after the date of this document.
This communication is not a solicitation of a proxy from any security holder of
Exelon or PSEG. Exelon intends to file with the Securities and Exchange
Commission a registration statement that will include a joint proxy
statement/prospectus and other relevant documents to be mailed to security
holders in connection with the proposed merger of Exelon and PSEG. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION about Exelon, PSEG and the proposed merger.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of charge at the
SEC's website, www.sec.gov. In addition, a copy of the joint proxy
statement/prospectus (when it becomes available) may be obtained free of charge
from Exelon, Investor Relations, 10 South Dearborn Street, P.O. Box 805398,
Chicago, Illinois 60680-5398, or from PSEG, Investor Relations, 80 Park Plaza,
P.O. Box 1171, Newark, New Jersey 07101-1171.
The respective directors and executive officers of Exelon and PSEG and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Exelon's directors
and executive officers is available in its proxy statement filed with the SEC by
Exelon on March 12, 2004, and information regarding PSEG's directors and
executive officers is available in its proxy statement filed with the SEC by
PSEG on March 10, 2004. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.