Shareholders approve Constellation, Exelon merger

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Shareholders for Baltimore-based Constellation Energy Group Inc. and Chicago-based Exelon Corp. have approved the merger of the two energy companies.

The confirmation Thursday of the proposed $7.9 billion deal by shareholders was widely expected by analysts, but the merger has its critics. Federal and state regulatory reviews are still required for the deal, which the companies' officials say is on track to close in the first quarter of next year.

More than three-quarters of Constellation's shareholders submitted votes on the deal at a special shareholders' meeting in New York. Constellation said 87 percent of the votes were in favor of the merger.

Ninety-seven percent of the Exelon shareholders who voted were in favor of the combination, officials said. Exelon's shareholder meeting took place in Chicago.

Constellation's second-largest shareholder and nuclear partner, French utility EDF, said it would vote against the proposed merger. EDF has a 7.2 percent stake in Constellation.

EDF is also opposing the transaction during regulatory review before the Maryland Public Service Commission. The PSC is expected to make its decision on the deal on Jan. 5.

Some state lawmakers have proposed that Constellation's regulated utility, Baltimore Gas and Electric Co., be excluded from the merger and remain an independent entity. But Exelon officials have said they would continue with the deal only if BGE is included.

The merger also has to pass review by the Federal Energy Regulatory Commission, which said earlier this week it would delay its decision, possibly until April.

The merger would lead to the elimination of about 600 positions across both companies, but the job reductions would be felt most in Baltimore, affecting Constellation's legal, information technology, financial and other corporate departments, according to Exelon officials.

Baltimore resident Monica Jones — a Constellation shareholder and an activist for Good Jobs, Better Baltimore — attended the meeting in New York. In a telephone interview, she said that Constellation officials had rushed through the public comment period for shareholders.

By the time she walked into the meeting room at 9 a.m., when the session was scheduled to start, the comment period was closed, Jones said.

"I was totally in shock over that," she said.

The meeting agenda given to shareholders did not indicate when the comment period would take place.

Lawrence McDonnell, a Constellation spokesman, said that Jones entered the room while the comment period was still open. Shareholders were invited to comment within the first few minutes of the meeting, he said.

"No one spoke or asked to speak," McDonnell said.