MCN Energy Group Inc. Friday called for a special meeting ofcommon stock shareholders to be held May 15, 2001, at 2 p.m.eastern time at MCN’s headquarters to approve the long-delayedmerger with DTE Energy Co.

The shareholders of record as of the close of business on April10, 2001, will be asked to approve an amended agreement that knocks$400 million off the price DTE will pay for MCN. Under the revisedterms announced in early March, DTE will acquire the outstandingshares of MCN for $24/share, or 0.715 shares of DTE stock, insteadof $28.50, or 0.775 shares of DTE. The value of the revisedtransaction was over $2 billion, with another $2 billion of debtDTE will assume. Shareholders representing a majority of MCN’scommon stock outstanding must approve the merger.

MCN, whose largest subsidiary is Michigan Consolidated Gas, andDTE, parent of Detroit Edison, first filed with the Federal TradeCommission for a merger in the fall of 1999. The transaction wasdelayed due to anti-trust concerns. The companies subsequentlyentered into a consent decree with the FTC, under which MichConwill transfer a property interest in its pipeline capacity to aunit of Exelon Corp. within five days after the merger iscompleted. The contract allows Exelon to use natural gastransportation capacity on MichCon’s system within a distributionarea where MichCon and Detroit Edison overlap.

The companies said the long delay in the regulatory approvalprocess and the likelihood the deal could remain uncompletedthrough the April 15 deadline were the major factors in theirdecision to revise the terms of the transaction. They also notedthey did not anticipate the unprecedented increases in gas pricessince the deal was announced in October 1999 or the FTC requiringMCN’s sale of a portion of its pipeline capacity.

MCN is an integrated energy company with approximately $5billion of assets and $2.5 billion of annual revenues. The companyprimarily is involved in natural gas production, gathering,processing, transmission, storage, distribution and marketing inthe Midwest-to-Northeast corridor. Subsidiary MichCon, a naturalgas utility serves 1.2 million customers in more than 500communities throughout Michigan.

DTE is a Detroit-based diversified energy company involved inthe development and management of energy-related businesses andservices nationwide. Its principal operating subsidiary is DetroitEdison, an electric utility serving 2.1 million customers inSoutheastern Michigan.

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