Filed by Duke Energy Corporation
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 Company: Duke Energy Holding Corp.
Commission File No. 333-126318
Cinergy Merger: May 27 Q&A for Duke Energy Employees
Why are we calling this a merger? Isn't it an acquisition?
A merger reflects a combining of companies. It can be accomplished a number of
ways, including an acquisition. This transaction offers the combined company
many benefits, including strengthening the scale and scope of unregulated
operations and enhancing overall portfolio flexibility. Both companies share
similar values and, once the transaction is completed, Cinergy's CEO will
become Duke Energy's CEO. Technically, either term could be used. The word
merger speaks to the spirit of this transaction.
News reports have indicated that we're acquiring Cinergy for $9 billion in
stock. What does that number represent?
$9 billion represents the market value of Cinergy's outstanding shares (as of
the close of market on Friday, May 6) plus the 13.4 percent premium we will
pay.
We say the transaction is valued at approximately $13 billion. What does that
mean?
That is a broader measure of the value of Cinergy. The $13 billion represents
the market value of Cinergy's outstanding shares, plus the premium paid by
Duke, added to the amount of net debt held by Cinergy. When combined, all
three of these components yield an approximate value of Cinergy's long-term
assets.
The approval process requires approval from the Nuclear Regulatory Commission.
Since Cinergy has no nuclear facilities, why is the NRC part of the approval
process?
Though Cinergy does not have nuclear facilities, the merged company would
through Duke Power. The NRC will want to be assured of continuing financial
qualifications and operational standards of the merged company. After the
merger, the strength of Duke's nuclear operations will not change. We would
hope for timely approval by the NRC.
Assuming that PUHCA* is not repealed, how will the new company meet the
requirements of the act?
The Public Utility Holding Company Act (PUHCA) prohibits ownership of certain
non-energy related businesses, so if that act is not repealed, we would likely
be required to divest Crescent Resources, our affiliated real estate business.
If that occurs, we expect the divestiture to be accomplished in an orderly
process over three to five years. Given the possibility that PUHCA could be
changed or repealed during that period, we have no firm conclusion about the
disposition of Crescent.
Even under current PUHCA requirements, we expect to be able to retain all of
the other non-utility businesses, including our international operations.
*Aug. 8 editor's note: The U.S. Energy Policy Act of 2005, signed into law by
President Bush on Aug. 8, repeals PUHCA. The repeal will be effective Feb. 8,
2006.
When we say that Cinergy owns 7000 megawatts of regulated generation and 5000
megawatts of unregulated generation, is that fossil generation only?
Cinergy's generation makeup is as follows:
Regulated generation:
Coal 5,488 MW
Gas 1,263 MW
Oil 259 MW
Hydro 45 MW
Unregulated generation:
Coal 4,186 MW
Gas 736 MW
Oil 324 MW
One of the areas mentioned for workforce reductions is utility back-office
operations. What exactly does that mean?
That typically refers to functions that support the company's processes of
marketing and selling utility products and services. Examples include billing,
collections and customer services. Please keep in mind that no decisions have
been made about specific areas to be consolidated or employees who will be
impacted by workforce reductions. Those decisions will be made during the
transition period over the next several months.
What are next steps?
The near-term priority is the regulatory filings. During the months of June
and July, filings will be made with the PUCs of five states, FERC, the SEC and
other agencies. These filings will start the approval process that will
ultimately determine the timing of the merger. Over the next few months,
executives from both companies will solicit input on the integration process,
which would begin in September. Additional details on the process, including
timeline, will be communicated in August.
The merger is expected to close in mid-2006, at the earliest. So for the next
year, it will be business as usual for most employees.
* * *
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 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 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 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 joint proxy statement of Duke 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, 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 and Cinergy at http://www.sec.gov, the SEC's website. Free copies
of Duke's SEC filings are also available on Duke's website at
www.duke-energy.com/investors, and free copies of Cinergy's SEC filings are
also available on Cinergy's website at www.cinergy.com/investors.
Participants in the Solicitation
Duke, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke 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.