Duke Energy Canada Exchangeco Inc.
TSX : DX

December 11, 2006 14:51 ET

Exchangeable Shareholders of Duke Energy Canada Exchangeco Inc. Approve Reorganization

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 11, 2006) - Duke Energy Canada Exchangeco Inc. (TSX:DX) (the Company) announced today that the proposed share capital reorganization of the Company was approved by its holders of exchangeable shares. The reorganization is occurring in connection with the planned separation by Duke Energy Corporation (Duke Energy) of its natural gas business from its electric business. The name of the new natural gas company will be Spectra Energy Corp. (Spectra Energy).

At the special meeting, the reorganization was approved by more than 98 percent of the shares voted.

The reorganization is also subject to approval by the Supreme Court of British Columbia. An application for final court approval is scheduled to be heard on December 15, 2006. If court approval is obtained, under the reorganization, which will become effective when the separation is complete, exchangeable shares held by holders of record as of December 18, 2006 will be exchanged for (a) a new class of shares of Exchangeco that are exchangeable on a one-for-one basis for Duke Energy common shares; and (b) a separate new class of shares of Exchangeco that are exchangeable on a one-for-one basis for Spectra Energy common shares. For each existing exchangeable share, holders will receive one new share exchangeable for Duke Energy common shares and 0.5 of a new share exchangeable for Spectra Energy common shares.

The separation is targeted for completion on January 1, 2007. The distribution by Duke Energy to its shareholders of Spectra Energy shares will take place on January 2, 2007 prior to the opening of the market.

Forward-Looking Statements

This document includes statements that do not directly or exclusively relate to historical facts. Such statements may be considered "forward-looking statements" within the meaning of applicable securities legislation. You can typically identify forward-looking statements by the use of forward-looking words, such as "may", "will", "could", "project", "believe", "anticipate", "expect", "estimate", "continue", "potential", "plan", "forecast" and other similar words. The forward-looking statements reflect management's intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from the forward-looking statements included in this document. Neither Exchangeco nor Duke Energy can provide any assurances that the separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The transaction is subject to certain conditions precedent, including final approval by the Duke Energy board of directors.

These risks and uncertainties include, among other things, risks inherent in the contemplated separation and related transactions and borrowings and costs related to the proposed transactions; distraction of Duke Energy and its management as a result of the proposed transactions; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed at and degree to which competition enters the electric and natural gas industries; the outcomes of litigation and regulatory investigations, proceedings or inquiries; the weather and other natural phenomena; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities or other hostilities; changes in environmental and other laws and regulations to which Duke Energy and its subsidiaries are subject or other external factors over which Duke Energy has no control; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; the amount of collateral required to be posted from time to time in Duke Energy's transactions; competition and regulatory limitations affecting the success of Duke Energy's divestiture plans, including the prices at which Duke Energy is able to sell its assets; the performance of electric generation, pipeline and natural gas processing facilities; the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding natural gas and electric markets; conditions of the capital markets and equity markets during the periods covered by the forward-looking statements; and opportunities for Duke Energy's business units, including the timing and success of efforts to develop domestic and international power, pipeline, gathering, liquefied natural gas, processing and other infrastructure projects. Additional factors that may affect the future results are set forth in the Exchangeco filings with the Canadian Securities Administrators, which are available at www.sedar.com, and the Duke Energy, Duke Power Company LLC and Cinergy Corp. filings with the Securities and Exchange Commission, which are available at www.duke-energy.com/investors/. Neither Exchangeco nor Duke Energy undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Duke Energy Gas Transmission

Duke Energy Gas Transmission (DEGT) is a North American leader in the long-haul transportation and storage of natural gas. For close to a century, DEGT and its predecessor companies have developed the critically important pipelines and related energy infrastructure that connects natural gas supply sources to premium markets. Based in Houston, Texas, the company's assets include about 17,500 miles of transmission pipeline and 250 billion cubic feet of storage capacity in the U.S. and Canada. DEGT also has natural gas gathering, processing and distribution assets and natural gas liquids operations that are among the largest in Canada. In June, Duke Energy announced a plan to separate its electric and gas businesses. DEGT, along with Duke Energy's 50 percent ownership in Duke Energy Field Services, expects to become a stand-alone, publicly traded company known as Spectra Energy Corp. Spectra Energy is expected to begin trading on the New York Stock Exchange as an independent company on Jan. 2, 2007. More information can be found at: http://www.degt.duke-energy.com.

Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.


Contact Information

  • Duke Energy Canada Exchangeco Inc.
    Sue Malcolm
    (403) 699-1506 or 24-Hour: (704) 382-8333