EnergySolutions Announces Stockholder Approval of Merger

EnergySolutions Announces Stockholder Approval of Merger 
SALT LAKE CITY, UT -- (Marketwired) -- 04/26/13 --  EnergySolutions,
Inc. (NYSE: ES), a leader in nuclear commercial services, today
announced that stockholders approved the previously announced merger
agreement with affiliates of Energy Capital Partners II, LLC ("Energy
Capital Partners" or "ECP"). Upon the closing of the merger,
stockholders of EnergySolutions will be entitled to receive $4.15 per
share in cash. 
"We are extremely pleased to have stockholder support for the merger
with ECP," stated David Lockwood, CEO and President of
EnergySolutions. "We expect to receive regulatory approval from the
Nuclear Regulatory Commission later this quarter."  
ECP's acquisition of EnergySolutions is subject to remaining closing
conditions, including approval by the Nuclear Regulatory Commission.  
EnergySolutions offers customers a full range of integrated services
and solutions, including nuclear operations, characterization,
decommissioning, decontamination, site closure, transportation,
nuclear materials management, processing, recycling, and disposition
of nuclear waste, and research and engineering services across the
nuclear fuel cycle. 
Energy Capital Partners is a private equity firm with offices in
Short Hills, New Jersey and San Diego, California. Energy Capital
Partners has over $8 billion of capital commitments under management
and is focused on investing in the power generation, electric
transmission, midstream gas, renewable energy, oil field services and
environmental services sectors of North America's energy
infrastructure. The fund's management has substantial experience
leading successful energy companies and energy infrastructure
investments. For more information, visit www.ecpartners.com.  
Forward-Looking Statements  
This communication, and all statements made regarding the subject
matter of this communication, contain statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are based on the current expectations and
beliefs of EnergySolutions and are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially from those described in the forward-looking
statements. Any statements that are not statements of historical fact
(such as statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions) should
be considered forward-looking statements. Among others, the following
risks, uncertainties and other factors could cause actual results to
differ from those set forth in the forward-looking statements: (i)
the risk that the merger of Rockwell Acquisition Corp. with and into
EnergySolutions, with EnergySolutions as the surviving entity and
subsidiary of Rockwell Holdco, Inc. (the "Merger") may not be
consummated in a timely manner, if at all; (ii) the risk that the
Agreement and Plan of Merger, dated January 7, 2013, as amended on
April 5, 2013, by and among EnergySolutions, Rockwell Holdco, Inc.
and Rockwell Acquisition Corp. (the "Merger Agreement") may be
terminated in circumstances that require EnergySolutions to pay
Energy Capital Partners Management II, LP or its designee a
termination fee of up to $13,600,000, including the inability to
complete the Merger due to the failure to satisfy certain conditions
for completion of the Merger; (iii) risks related to the diversion of
management's attention from EnergySolutions' ongoing business
operations; (iv) risks regarding the failure of Energy Capital
Partners to obtain the necessary financing to complete the Merger;
(v) the effect of the announcement of the acquisition on
EnergySolutions' business relationships (including, without
limitation, partners and customers), operating results and business
generally as well as the potential difficulties in employee retention
as a result of the Merger; (vi) risks related to obtaining the
requisite consents to the acquisition, including, without limitation,
the timing (including possible delays) and receipt of regulatory
approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental entities may deny
approval; (vii) risks related to the outcome of any legal proceedings
that have been, or will be, instituted against EnergySolutions
related to the Merger Agreement; and (viii) risks related to the
effects of local and national economic, credit and capital market
conditions on the economy in general. Additional risk factors that
may affect future results are contained in EnergySolutions' filings
with the Securities and Exchange Commission (the "SEC"), which are
available at the SEC's website http://www.sec.gov. Because
forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events
currently expected by EnergySolutions. EnergySolutions and Energy
Capital Partners expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to
reflect any change of expectations with regard thereto or to reflect
any change in events, conditions or circumstances.  
Contact Information 
Richard Putnam 
Investor Relations 
801-303-0185  
Mark Walker
Media Relations
801-649-2194 
 
 
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