EnergySolutions 30-Day "Go Shop" Period Concludes

Thu Feb 7, 2013 6:45am EST

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SALT LAKE CITY,  Feb. 7, 2013  /PRNewswire/ -- EnergySolutions, Inc. (NYSE - ES)
("EnergySolutions" or the "Company"), a leader in nuclear services, today
announced the expiration of the "go shop" period under the previously announced
Agreement and Plan of Merger, dated as of  January 7, 2013  (the "Merger
Agreement"), which provides for the acquisition of the Company by an affiliate
of Energy Capital Partners, a private equity firm focused on investing in  North
America's energy infrastructure.


Under the Merger Agreement, the Company was permitted to solicit alternative
acquisition proposals from third parties during the 30-day period ending at 
11:59 p.m.New York City  time on  February 6, 2013  (the "'go shop' period").
During the "go shop" period, 2 parties contacted representatives of the
Company's financial advisor, Goldman, Sachs & Co. ("Goldman Sachs") and, at the
direction of the Company's board of directors, Goldman Sachs contacted 22
parties.  Of the 24 parties who were contacted by or who contacted
representatives of Goldman Sachs during the "go shop" period, 15 were strategic
buyers and 9 were private equity groups.  During the "go shop" period, one party
entered into a non-disclosure agreement in connection with its evaluation of a
possible strategic transaction with the Company.  Each party contacted,
including the party that entered into a non-disclosure agreement with the
Company, notified the Company that it would not be interested in pursuing a
strategic transaction with the Company.  Despite conducting an active and
extensive solicitation process, the Company did not receive an alternative
acquisition proposal from any potential buyer during the "go shop" period.

Starting at12:00 a.m.  New York City  time on  February 7, 2013, the Company
became subject to customary "no shop" provisions that limit its ability to
solicit alternative acquisition proposals from third parties or to provide
confidential information to third parties, subject to a "fiduciary out"
provision that allows the Company to provide information and participate in
discussions with respect to certain unsolicited written proposals and to
terminate the Merger Agreement and enter into an acquisition agreement with
respect to a superior proposal in compliance with the terms of the Merger

In addition, the Company announced that early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was
granted and became effective on  February 1, 2013.

The Company also announced that the United Kingdom Nuclear Decommissioning
Authority gave its written consent to the change in control of EnergySolutions 
EU Limited pursuant to the Merger Agreement.

The closing of the Merger Agreement remains subject to certain other conditions,
including approval by the Company's stockholders and the consent of the Nuclear
Regulatory Commission (the "NRC") and any State from whom the Company or its
subsidiaries holds a radiological license or permit issued pursuant thereto,
which States have entered into an agreement with the NRC pursuant to Section 274
of the Atomic Energy Act, to the indirect transfer of control of the Company's
NRC and State radiological licenses and  permits.

The Company expects to file its preliminary proxy statement with the Securities
and Exchange Commission (the "SEC") in connection with the Merger Agreement

The Company expects to close the merger as soon as practicable following
satisfaction of all closing conditions, which the Company expects to occur in
the second or third quarter of 2013. Following completion of the transaction,
the Company will become a privately held company and its stock will no longer
trade on the New York Stock Exchange.

About EnergySolutions
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.

About Energy Capital Partners
Energy Capital Partners is a private equity firm with offices in  Short Hills,
New Jersey  and  San Diego, California. Energy Capital Partners has over  $7.5
billion  of capital commitments under management and is focused on investing in 
North America's energy infrastructure. The fund's management has substantial
experience leading successful energy companies and energy infrastructure
investments. For more information, visit

Notice to Investors
In connection with the proposed acquisition of the Company by an affiliate of
Energy Capital Partners II, LP ("Energy Capital Partners"), pursuant to the
Merger Agreement, EnergySolutions  intends to file relevant materials with the
SEC, including a proxy statement.  Investors and security holders of
EnergySolutions  are urged to read these documents (if and when they become
available) and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information about EnergySolutions, the proposed merger and the parties
to the proposed transaction.  Investors and security holders may obtain these
documents (and any other documents filed by EnergySolutions  and Energy Capital
Partners with the SEC) free of charge at the SEC's website at In addition, the documents filed with the SEC by
EnergySolutions  may be obtained free of charge by directing such request to:
EnergySolutions  Investor Relations at 1-801-649-2000 or from the investor
relations website portion of EnergySolutions' website at Investors and security holders are urged to
read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed merger.

EnergySolutions, Energy Capital Partners and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from EnergySolutions' stockholders in respect of the proposed
acquisition. Information regarding EnergySolutions' directors and executive
officers is contained in EnergySolutions' Annual Report on Form 10-K for the
year ended  December 31, 2011, its proxy statement for its 2012 Annual Meeting
of Stockholders, dated  May 23, 2012, and subsequent filings which
EnergySolutions  has made with the SEC. Stockholders may obtain additional
information about the directors and executive officers of EnergySolutions  and
their respective interests with respect to the proposed acquisition by security
holdings or otherwise, which may be different than those of EnergySolutions'
stockholders generally, by reading the definitive proxy statement and other
relevant documents regarding the proposed acquisition, when filed with the SEC.
Each of these documents is, or will be, available as described above.

Statement on Cautionary Factors
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 may not be consummated in a timely manner, if at all; (ii) the risk
that the Merger Agreement may be terminated in circumstances that require
EnergySolutions  to pay Energy Capital Partners a termination fee of up to 
$13,600,000, including the inability to complete the merger due to the failure
to obtain stockholder approval for the merger or the failure to satisfy other
conditions to 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 SEC, which are available at the SEC's website 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

Mark Walker
Media Relations

SOURCE  EnergySolutions

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