8-KOther Events

AMEREN CORP 8-K Report (Aug 30, 2002)

Filed August 30, 2002For Securities:AEE

Summary

Ameren Corporation (AEE) filed an 8-K on August 30, 2002, to disclose that both Ameren and The AES Corporation have received a "Second Request" from the U.S. Department of Justice (DOJ) concerning the pending acquisition of CILCORP Inc. by Ameren. This Second Request is a routine part of the Hart-Scott-Rodino Antitrust Improvements Act review process for transactions of this nature. The issuance of this request extends the waiting period for the transaction's approval. Ameren and AES intend to fully cooperate with the DOJ and provide prompt responses. The acquisition remains subject to several regulatory approvals, including those from the Illinois Commerce Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission. Ameren anticipates closing the CILCORP acquisition in the first quarter of 2003.

Key Highlights

  • 1Ameren Corp (AEE) and The AES Corp received a Request for Additional Information (Second Request) from the U.S. Department of Justice (DOJ) regarding the pending sale of CILCORP Inc. to Ameren.
  • 2The Second Request was issued under the Hart-Scott-Rodino Antitrust Improvements Act.
  • 3This action extends the regulatory waiting period for the CILCORP acquisition.
  • 4Ameren and AES intend to cooperate fully and respond promptly to the DOJ's request.
  • 5The transaction is still subject to approvals from multiple regulatory bodies: Illinois Commerce Commission, Federal Energy Regulatory Commission, and the Securities and Exchange Commission.
  • 6Ameren expects the CILCORP sale to close in the first quarter of 2003.
  • 7Issuance of a Second Request is described as not unusual for transactions of this size.

Frequently Asked Questions

A "Second Request" is an additional inquiry by the U.S. Department of Justice (DOJ) or Federal Trade Commission (FTC) during their antitrust review of a merger or acquisition. It signifies a deeper dive into the transaction's potential competitive impacts and is a normal part of the process for significant deals. The Hart-Scott-Rodino Act requires companies to notify the DOJ and FTC of certain proposed mergers and acquisitions, and imposes a waiting period before the transaction can close.

The Second Request extends the waiting period for the CILCORP acquisition. The Hart-Scott-Rodino waiting period will expire 30 days after substantial compliance with the Second Request, unless terminated earlier by the DOJ. Ameren currently expects the sale to close in the first quarter of 2003, but this delay indicates potential for a revised timeline.

Yes, the filing indicates that Ameren and AES intend to cooperate fully and respond promptly to the DOJ's request, suggesting a commitment to moving the deal forward. The Second Request is described as "not unusual for transactions of this size." The acquisition remains contingent on various regulatory approvals, including those from state and federal commissions, and the expiration of the Hart-Scott-Rodino waiting period.

In addition to the Hart-Scott-Rodino Act review by the DOJ, the transaction is subject to regulatory approvals from the Illinois Commerce Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission.