NRG Energy CEO strongly advises shareholders to reject Exelon's exchange offer

By Jennifer Lanning Drey

Portland, Ore., Feb. 12 - NRG Energy, Inc.'s chief executive officer strongly and in no uncertain terms urged the company's shareholders on Thursday not to tender their shares in Exelon Corp.'s exchange offer.

"Whichever way you went on Jan. 6, this time reject Exelon's exchange offer. Demand a fair allocation of the combined company, send a message to Exelon by not tendering that you want - that you insist - on a better offer," David Crane said, making reference to the original deadline of the exchange offer, which was extended to Feb. 25. The comment was made during NRG's fourth-quarter earnings conference call.

"The more investors who call back their shares, the more leverage we will have in any further talks, talks which we are perfectly willing to have with Exelon or any other potential acquirer," he said.

Crane said quantitative analyses performed by NRG have repeatedly shown Exelon is able to offer a better price than its current offer to exchange 0.485 shares of its common stock for each NRG share.

"That is what this is about - the price. Everything else is noise, and that is indeed what Exelon's strategy is now and will continue to be," he said.

The CEO accused Exelon of trying to distract NRG shareholders with claims of being denied due diligence, "exotic board package schemes" and accusations that the NRG board is not independent.

Crane also said NRG has growth opportunities that are unique to NRG and that Exelon does not have the capability to realize on its own.

"The Exelon offer is a low-ball, uncertain and unstable offer for a fiscally sound, well-run power generation company that has an extremely bright future with exciting growth opportunities that we have the financial strength to act upon," he said.

NRG reported fourth-quarter income from continuing operations of $273 million, compared with income of $100 million for the fourth quarter of 2007. The company said the 2008 increase was driven by an after-tax benefit of $200 million in unrealized mark-to-market gains as a result of falling commodity prices.

NRG is a Princeton, N.J.-based power generation company.

Exelon is a Chicago-based electric company.

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