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: 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Assuming that PUHCA is not repealed, how will the new company meet the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non-energy related businesses, so if that act is not repealed, we would likely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.
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 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.