http://www.crainscleveland.com/article/20100211/FREE/100219947
FirstEnergy agrees to buy Allegheny Energy in $8.5B stock deal
By SCOTT SUTTELL
8:49 am, February 11, 2010
FirstEnergy Corp. (NYSE: FE) said it has agreed to buy Allegheny Energy Inc. (NYSE: AYE) of Greensburg, Pa., in a stock-for-stock transaction valued at about $8.5 billion that would create one of the largest electric companies in the country.
Under terms of the agreement, Allegheny shareholders would receive 0.667 shares of FirstEnergy common stock in exchange for each share of Allegheny they own. Based on the closing stock prices for both companies on Feb. 10, Allegheny shareholders would receive a value of $27.65 per share — a 32% premium — or $4.7 billion total. Akron-based FirstEnergy will also assume about $3.8 billion in Allegheny net debt.
When the deal is complete, FirstEnergy shareholders would own about 73% of the combined company and Allegheny shareholders would own about 27%.
The deal is expected to close in 12 to 14 months. FirstEnergy said it expects the deal to add to its earnings in the first year after closing.
The combined company would retain the FirstEnergy name and would be headquartered in Akron. It would have 10 operating utilities in seven states serving more than 6 million customers.
FirstEnergy president and CEO Anthony J. Alexander would continue to serve in those positions at the combined company. Paul J. Evanson, currently chairman, president and CEO of Allegheny, would become executive vice chairman of the combined company, reporting to Mr. Alexander.
The FirstEnergy board would be expanded to 13 people from 11, with two additional directors from Allegheny.
In a statement, Mr. Alexander said the combination of the companies “is a natural fit that will accelerate our efforts to strengthen the operating performance of our generating fleet while building on our long-standing dedication to customers, shareholders and employees.”
He said the transaction “will provide outstanding value to both companies’ shareholders, offering enhanced earnings growth potential and a more competitive cost structure.”
For instance, Mr. Alexander said FirstEnergy would be able to produce 70% more electricity while improving its overall environmental performance.
The combined company would have about $16 billion in annual revenue and $1.4 billion in annual net income, based on figures from FirstEnergy and Allegheny as of Dec. 31, 2009.
The deal “supports our strategy of being a leading regional energy provider, focused on both regulated utility operations and our competitive generation business,” Mr. Alexander said. “Simply put, it provides a far better platform for growth than either company would have been capable of achieving on a stand-alone basis.”