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Akron, Ohio-based electric utility FirstEnergy Corp. said Oct. 29 the U.S. Securities and Exchange Commission approved its acquisition of Morristown, N.J., utility GPU Inc. for $11.8 billion. FirstEnergy said it would begin combined operations of both companies Nov. 7. “We are pleased to have completed the complex approval process and now look forward to providing the many benefits of our merger to customers, shareholders and employees,” FirstEnergy Chairman and CEO W. Peter Burg said in a statement. The deal creates the fourth-largest investor-owned electric system in the U.S., with 4.3 million customers, stretching from Toledo, Ohio, to the Jersey Shore. FirstEnergy and GPU announced the deal Aug. 8, 2000, for $4.4 billion in cash and stock and the assumption of $7.4 billion in GPU debt and preferred stock. The two utilities initially hoped to complete the transaction in a year. But gaining the nine necessary regulatory approvals bogged the process down, and on Sept. 28, GPU and FirstEnergy extended their merger termination date to Dec. 31. In addition to the SEC, FirstEnergy received approvals from the Federal Energy Regulatory Commission and Nuclear Regulatory Commission in March, the New York State Public Service Commission in April, the Pennsylvania Public Utility Commission in June and the New Jersey Board of Public Utilities in September. New Jersey regulators cleared the deal Sept. 26 after two painstaking months of working up a settlement, which was submitted Aug. 24 and approved by an administrative law judge Aug. 31. The settlement prevents GPU from passing along to customers $300 million in deferred energy costs and $60 million in merger costs. Pennsylvania regulators approved the deal after reaching a settlement that maintains retail rate caps while allowing GPU to defer financial losses resulting from its provider-of-last-resort responsibility. In November 2000, both companies’ shareholders overwhelmingly approved the merger. Under the terms of the deal, GPU shareholders may elect to receive either $36.50 per share in cash or 1.2318 shares of FirstEnergy common stock for each share of GPU common stock they own. The elections by GPU shareholders are subject to proration if the total elections result in more than half of GPU’s common stock being exchanged for either cash or FirstEnergy shares. As a result, GPU shareholders may receive a combination of cash or shares of FirstEnergy common stock different from their election. FirstEnergy said election forms must be received by exchange agent Mellon Investor Services by Nov. 6. If shareholders fail to submit their election forms by the deadline, they lose their right to make an election and the type of merger consideration they will receive — either cash or FirstEnergy shares or both — will be determined under the provisions of the agreement. Copyright (c)2001 TDD, LLC. All rights reserved.

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