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Thursday, 02/07/2013 11:07:35 AM

Thursday, February 07, 2013 11:07:35 AM

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EnergySolutions 30-Day "Go Shop" Period Concludes

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 Agreement.

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 shortly.

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.

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