French Utility to Acquire Part of U.S. Nuclear Giant.

The French national utility will acquire a 49.9 percent stake in a major American nuclear operator, in a new push into the American power industry, which is the source of much of the French nuclear technology.

The EDF Group, which includes Electricite de France, will buy the stake in the nuclear operations of Constellation Energy, the parent company of Baltimore Gas and Electric, for $4.5 billion. For Constellation, the deal replaces a proposed merger with MidAmerican Energy Holdings, run by the investor Warren E. Buffett, which would have taken Constellation Energy private.

EDF's offer for half the nuclear assets is almost as much as Mr. Buffett had offered for the whole company.

Constellation is already in a joint venture with EDF to build several nuclear reactors in the United States. Michael J. Wallace, the chairman of the joint venture, which is called UniStar, said that Constellation saw advantages to remaining a publicly traded company. He added that Constellation was aligning itself with the largest nuclear operator in the world, which has 58 reactors, all based on American designs.

''They have a phenomenal proprietary database on performance of individual pieces of equipment: pumps, motors and valves,'' Mr. Wallace said. With that data, he said, French operators can schedule their maintenance on a predictive basis, something that Constellation, with five plants, cannot.

And, Mr. Wallace said, ''as the largest nuclear operator in the world, they have immediate and full access to the global supply chain. As a fleet operator of five units, we don't get the same access.'' Access to equipment will become more difficult as construction begins on new reactors, Mr. Wallace said.

Mr. Wallace said the oversight of the joint nuclear operations venture would be the same as in the construction venture, with five directors named by each side, in addition to Mr. Wallace, an American, as chairman. He said his tie-breaking vote satisfies American requirements for security and control.

EDF will make an immediate $1 billion cash investment in Constellation, by buying newly issued Constellation preferred stock, the companies said. Constellation can sell up to $2 billion in nonnuclear generating assets to EDF as well, they said. And EDF will provide Constellation with a $600 million ''interim backstop liquidity facility,'' they said.

Constellation owns Calvert Cliffs 1 and 2 in Maryland, south of Washington, and three plants in upstate New York: Nine Mile Point 1 and 2, in Scriba, north of Syracuse; and Robert E. Ginna, in Ontario, near Rochester. It is seeking to build reactors at the Calvert Cliffs site and in Missouri, New York, Pennsylvania and Texas.

Companies in those states would take ownership shares, but UniStar would build and operate the reactors. One such reactor is already under construction in Finland, and another in France.

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