Filed by Duke Energy Corporation
Commission File No. 1-4928
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: Deer Holding Corp.
Commission File No. 132-02302
Cinergy Merger: Additional Information
For the External Relations Integration Team
On May 9, we announced the merger of Cinergy with Duke Energy. A Q&A for
employees was available on the Portal on May 9.
The following provides more detail on transaction and regulatory issues that
ERIT members can use in addressing questions from internal and external
stakeholders.
Another good resource for you is the May 9 presentation to analysts.
Overall Transaction
Why is this transaction in the best interest of Duke shareholders?
There are many benefits of this transaction. The near-term benefit will be to
strengthen the scale and scope of Duke Energy North America (DENA). Longer
term, the transaction will enhance the flexibility of our overall portfolio.
The transaction will add value to Duke Energy with higher earnings after the
first full year of operation. The benefits will increase further in future
years thanks to savings achieved through cost efficiencies, estimated to reach
$400 million a year (before costs to achieve) by the third year. Over time,
savings from the regulated businesses will be shared with customers.
The Duke board intends to increase the dividend by 12.7 percent, for an annual
dividend of $1.24, pending approval at its June meeting. In addition to seeing
an acquisition premium through this dividend action, Cinergy shareholders will
be kept whole with respect to their dividend.
What makes the transaction accretive?
An accretive transaction is one that is expected to increase earnings per
share. The price we paid for Cinergy's shares, its earnings relative to share
price and the strength of the DUK currency contributed to this transaction
being accretive. During the first year of operation, we project an accretion of
$0.10 - $0.15 after accounting for expenditures necessary to realize cost
savings. This is based on 2006/2007 consensus Wall Street estimates.
How will the increased dividend be funded?
Increases to the dividend will be funded from a combination of existing cash on
hand and cash from operations.
Will you issue shares to do the exchange? If so, how many shares will you
issue?
Approximately 310 million shares will be issued.
Will Duke shareholders exchange their shares for shares of stock in a new
company?
Yes, on a one-for-one basis into the new Duke Energy holding company.
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May 25, 2005
Cinergy Merger: Additional Information
For the External Relations Integration Team
Why a stock transaction?
Because of the strength of DUK currency.
What will happen with Duke's already announced share repurchases?
Through our agent, we will continue to purchase shares in the open market to
fulfill the company's accelerated repurchase program commitments of 30 million
shares. As of May 6, 6.6 million shares had been repurchased through that
program.
All repurchases beyond these current commitments, including 20 million of
additional share repurchases authorized by management, have been suspended. Of
the 20 million shares, 2.6 million shares had been repurchased, as of May 9
when we announced the suspension.
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.
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% premium we will pay.
The transaction is valued at approximately $13 billion. What does that number
represent? That is a broader measure of the value of Cinergy. $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.
Are we planning to separate/spin off the combined companies' electric and gas
businesses? We continue to explore restructuring options that will increase
shareholder value. This is one of many issues that will be examined over the
next year as part of the transition.
Merchant Generation
How does this deal improve DENA's and Cinergy's merchant generation?
DENA and Cinergy each have merchant generating assets in the Midwest. An
important component of the merger is the combination of these merchant
generating operations into a single organization.
By combining the power and gas trading and marketing groups, as well as the
generating assets of both companies, we expect to remove $95 million in costs
from unregulated operations during the first full year of operation, increasing
to $125 million in each year after that.
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May 25, 2005
Cinergy Merger: Additional Information
For the External Relations Integration Team
The consolidated operating group will have a diversified fuel mix that better
positions it to compete in the large, organized markets in that region: PJM and
MISO (Midwest Independent System Operator).
Is Duke still looking for a joint venture partner for DENA? What about the
trading book?
Duke will continue to evaluate opportunities to optimize the portions of DENA
not immediately impacted by the merger with Cinergy. This includes looking at a
number of alternatives for enhancing the value of DENA's western and Northeast
assets, as well as mitigating the risk associated with DENA's trading book.
Are any of the DENA plants going to be put into a rate base?
No. The applications to the Ohio, Indiana and Kentucky regulatory authorities
will not propose any change in Cinergy's existing rates.
In Ohio, the Cinergy CG&E merchant generating plants are in the first year of a
four-year Rate Stabilization Plan (RSP) approved by the Public Utilities
Commission of Ohio (PUCO) to provide energy to the state's retail customers at
market-based rates. The RSP, which runs through 2008, does not include cost
recovery for any of the DENA merchant plants, nor will it once DENA's Midwest
assets are combined with Cinergy's unregulated operations.
Once the merchant operations are consolidated, the Cinergy/CG&E merchant plants
will continue to be dedicated to meet the requirements of the Ohio RSP and
associated retail native load obligations. The former DENA plants will continue
to dispatch and contract power through competitive bids.
The consolidation will have immediate operational benefits and cost savings,
and enable the consolidated merchant power group to be well-positioned to
compete for business in this region as the market more fully opens after 2008.
Regulatory Approvals
Will this merger have any impact on the regulation of electricity in the states
where the companies operate?
No significant changes are expected. In addition to Duke Power's regulated
retail electric operations in North Carolina and South Carolina, Cinergy is
active in the jurisdictions of Indiana, Ohio and Kentucky. We would anticipate
the need to account very clearly and very separately for each of these
jurisdictions, just as Duke Power does today with respect to North and South
Carolina.
Do we anticipate problems with FERC approving this transaction?
We believe that an absence of market power issues will permit FERC to approve
the transaction without a hearing. If that is the case, FERC approval is
estimated to take nine to 10 months.
FERC increasingly has been open to different approaches to improving access to
the grid for wholesale customers - approaches that vary from region to region
and from control area to control area.
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May 25, 2005
Cinergy Merger: Additional Information
For the External Relations Integration Team
Moreover, the North Carolina and South Carolina commissions have been receptive
to modifications in Duke Power's current Open Access Transmission Tariff
(OATT), so long as such modifications protect the interests of retail
customers.
Duke Power is considering proposing amendments to its OATT to address the key
concerns we've heard expressed by FERC and our state commissions. The proposal
is similar to the Independent Transmission Coordinator structure submitted by
Entergy and approved by FERC.
In April, Duke Power held a meeting with customers and state regulators to
discuss changes to the operation of its transmission system. A second meeting
is scheduled in mid-June where Duke Power will roll out more details of its
plan.
The Cinergy utility companies already operate within the organized markets of
MISO.
We believe there is common ground for providing a more effective transmission
system for wholesale users in a way that satisfies the interests of both FERC
and our state regulators.
As Cinergy doesn't have nuclear plants, why does the transaction require
Nuclear Regulatory Commission (NRC) approval?
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. That said, the
strength of Duke's nuclear operations will not change. We would hope for timely
approval by the NRC.
Public Utility Holding Company Act
Do we anticipate any problems with forming a holding company?
The transition to a registered holding company should not present any
significant problems. There are now many such companies - including AEP,
Southern Company, Exelon, Entergy, SCANA, Dominion and Progress Energy. The
last three of these share North Carolina and South Carolina retail
jurisdictions with Duke Power.
Organizing as a holding company should provide better transparency and
separation of regulated and unregulated businesses. It will also bring
additional reporting requirements and approvals for investments and financings.
The SEC monitors the utility and non-utility businesses of companies registered
under the Holding Company Act, and restrictions in the act ultimately may
require divestiture of Crescent Resources.
What's different about the structure of a utility holding company?
There is nothing inherently different about the structure of a company that
holds utility subsidiaries vs. a company that holds non-utility subsidiaries. A
utility holding company is unique, however, in the level of scrutiny and
oversight it receives from the Securities and Exchange Commission.
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May 25, 2005
Cinergy Merger: Additional Information
For the External Relations Integration Team
This spring, an administrative law judge reversed an earlier SEC
decision and denied approval of the AEP/CSW merger. Does this impact the
Duke/Cinergy plans to organize as a PUHCA registered holding company?
We have carefully examined the Holding Company Act and the litigation
surrounding the AEP order, and believe our facts are very different. The SEC
will assess our application on the specific facts of our situation.
The new AEP serves electric customers in 11 states; the Duke/Cinergy
combination would serve five. The Duke/Cinergy expanse would be about the same
as some long-standing holding companies, including AEP before its merger with
CSW.
Duke's and Cinergy's electric utilities are not far apart relative to the
utilities owned by other holding companies, including Exelon, Progress Energy,
XCEL, Scottish Power and even the old CSW component of AEP.
And, there are several physical pathways which connect Cinergy's and Duke
Power's service territories - including the TVA, PJM and MISO interconnections.
The Cinergy merger did not assume Congressional action to repeal or reform
PUHCA.
If Crescent has to be divested, when would that occur?
If it's determined that Crescent must be divested to meet PUHCA requirements,
the SEC will not require a hasty divestiture that would adversely affect the
value of that business. Typically, companies are given 3-5 years to divest of
non-utility assets.
$400 Million in Synergies
How will cost savings be split between shareholders and customers?
We expect to share with retail jurisdictions a portion of cost-saving synergies
associated with utility operations and corporate support functions.
Cost-savings splits will be determined through the regulatory approval process.
Electric Generation
The majority of Cinergy's generation is coal fired. In light of the regulatory
constraints and public concern regarding emissions from coal-fired plants, is
it in the best interest of Duke shareholders to accept the additional risks
associated with these plants?
Coal remains an important source of fuel for electric generation in this
country. Cinergy has taken the initiative to implement a plan that puts
additional emission controls on their coal-fired plants that will meet the
emission levels outlined in the EPA's Clean Air Interstate Rule.
Furthermore, Duke and Cinergy are both taking leadership positions in the U.S.
on climate change. Our positions are compatible: Action is needed now and the
issue should be addressed at the federal level through economy-wide approaches.
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May 25, 2005
Cinergy Merger: Additional Information
For the External Relations Integration Team
This transaction will significantly shift Duke's generation capacity to
coal-fired generation. What is the impact of this shift; how large will the
coal fleet of the combined company be? Duke's coal fleet is approximately 7,750
MW - all regulated. Cinergy's is approximately 9,675 MW, of which 4,200 MW is
deregulated. This combination will allow the combined companies to capture
synergies associated with operating a single fleet. It will also add
significant diversity to the combined company's unregulated fleet.
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 at both companies.
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May 25, 2005
* * *
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 mergers and the restructuring transactions 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 Deer Holding Corp., which will include a joint proxy statement of Duke and
Cinergy, and other materials will be filed with the SEC. WE URGE INVESTORS TO
READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT DUKE, CINERGY, DEER HOLDING CORP., AND THE PROPOSED
TRANSACTION. Investors will be able to obtain free copies of the registration
statement and proxy statement (when available) 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.