Cincinnati, OH, Mar. 13, 2006 — Cinergy Corp. announced that its shareholders approved the planned merger with Duke Energy at a special meeting of shareholders held on Monday (March 13) morning.
Approximately 73 percent of the Cinergy outstanding common shares were voted with 95.5 percent of the shares voted in favor of the merger. Duke Energy shareholders also approved the merger at a separate meeting in Charlotte, NC.
Under the merger agreement, each Cinergy share will be converted to 1.56 shares of the new Duke Energy at the close of the merger.
“We are very pleased that our shareholders have expressed their support of this transaction, which will create one of the largest energy companies in the United States,” said James E. Rogers, chairman and CEO of Cinergy.
During the special meeting of shareholders, Rogers announced that upon closing of the merger, the existing franchised electric and gas utilities — Cincinnati Gas & Electric in Ohio; Union Light, Heat and Power in Kentucky; PSI Energy in Indiana and Duke Power in North Carolina and South Carolina — will all be re-branded as Duke Energy.
“We believe using one name signifies one company, one stock and one team and supports the growth of our business and a commitment to consistent performance for our customers, employees and shareholders,” Rogers noted.
Cinergy also announced that its board of directors declared a partial dividend of $0.1564 per share on the outstanding shares of Cinergy common stock, payable on March 27, 2006, to shareholders of record at the close of business on March 20, 2006. Only Cinergy shareholders who hold their Cinergy shares on March 20, 2006 will be entitled to receive the partial dividend on such shares.
Cinergy declared the partial dividend in order to align Cinergy’s dividend payment schedule with that of Duke Energy in anticipation of the closing of the merger. If the merger is not completed prior to Cinergy’s next regularly scheduled quarterly dividend, Cinergy shareholders will receive another partial dividend equal to the remaining balance of Cinergy’s regular quarterly dividend. Following completion of the merger, Cinergy shares will be converted into Duke Energy shares and will participate in all of Duke’s future regular quarterly dividends.
After the merger is complete, Paul M. Anderson, currently chairman and CEO of Duke Energy, will become chairman of the board of the new Duke Energy. Rogers, currently chairman and CEO of Cinergy, will be president and CEO. Ann Maynard Gray, currently lead director of the Duke Energy board, is expected to continue to serve in that capacity on the new board.
The merger, announced May 9, 2005, has been approved by state regulators in Ohio, Kentucky and South Carolina; by the Federal Energy Regulatory Commission and the Nuclear Regulatory Commission; and, the companies have satisfied Federal Trade Commission and U.S. Department of Justice review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Regulators in North Carolina and Indiana are currently considering settlement agreements reached between the companies and certain interested parties in each state. The companies anticipate closing the merger as early as April.