e425
Filed by FirstEnergy Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 333-165640
The
following is a press release relating to the proposed merger with Allegheny
Energy, Inc. issued by FirstEnergy Corp. on
September 2, 2010 and subsequently posted on the merger-related
website maintained jointly by Allegheny Energy, Inc. and FirstEnergy
Corp.
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FirstEnergy Corp.
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For Release: September 2, 2010 |
76 South Main Street |
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Akron, Ohio 44308 |
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www.firstenergycorp.com |
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News Media Contact:
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Investor Relations Contact: |
Ellen Raines
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Ron Seeholzer |
(330) 384-5808
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(330) 384-5415 |
FirstEnergy receives support for merger
from proxy advisory firms
Akron, Ohio FirstEnergy Corp. (NYSE: FE) announced today that its proposed merger with
Allegheny Energy (NYSE: AYE) received support from four proxy advisory firms. The firms ISS
Proxy Advisory Services; Glass, Lewis & Co.; PROXY Governance, Inc.; and Egan-Jones Proxy Services
have recommended that FirstEnergy shareholders vote for each of the proposals related to the
proposed merger.
We are pleased to have received recommendations in favor of our proposed merger from these
independent advisors, said Anthony J. Alexander, president and chief executive officer of
FirstEnergy. Their support of the merger underscores our belief that the combination of
FirstEnergy and Allegheny Energy will help us continue to build shareholder value.
FirstEnergys special meeting of shareholders will be held Tuesday, September 14, 2010, at
9:30 a.m. Eastern time, at the John S. Knight Center in Akron, Ohio.
On February 11, 2010, FirstEnergy and Allegheny Energy announced plans to combine their
companies in a stock-for-stock transaction. The merger, which received unanimous support from
the boards of directors of both companies, requires certain approvals of the majority of
outstanding shares of both companies.
The combination of FirstEnergy and Allegheny Energy is expected to provide enhanced
earnings growth and shareholder return potential, and opportunities to create
value through increased scale, scope and diversification. The transaction, which would create a
company with approximately $16 billion in annual revenues and $1.4 billion in annual net income
based on combined figures as of December 31, 2009, is expected to be accretive to earnings in the
first full year following completion of the merger. The merger is expected to be completed in the
first half of 2011, subject to customary closing conditions, including shareholder and regulatory
approvals, as outlined in the joint proxy statement/prospectus.
FirstEnergy is a diversified energy company headquartered in Akron, Ohio. Its subsidiaries
and affiliates are involved in the generation, transmission and distribution of electricity, as
well as energy management and other energy-related services. Its seven electric utility operating
companies comprise the nations fifth largest investor-owned electric system, based on 4.5 million
customers served within a 36,100-square-mile area of Ohio, Pennsylvania and New Jersey; and its
generation subsidiaries control more than 14,000 megawatts of capacity.
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 joint proxy statement/prospectus that is included in the 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 a Registration Statement on Form
S-4 (Registration No. 333-165640) with the SEC that includes a joint proxy statement of
FirstEnergy and Allegheny Energy and that also constitutes a prospectus of FirstEnergy.
FirstEnergy and Allegheny
Energy urge investors and shareholders to read the joint proxy statement/prospectus regarding the
proposed merger, as well as other documents filed with the SEC, because they 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.
(090210)