Exelon seeks support from NRG shareholders ahead of July 21 meeting

By Lisa Kerner

Charlotte, N.C., June 17 - Exelon Corp. said it filed definitive proxy materials with the Securities and Exchange Commission to solicit proxies from NRG Energy, Inc. stockholders at NRG's annual meeting on July 21.

NRG stockholders were urged by Exelon to vote the blue proxy card in favor of four proposals to expand the NRG board and elect nine new independent directors.

Exelon extended its exchange offer to Aug. 21 because of NRG's delay in holding its annual meeting, an Exelon news release said.

As previously reported, the exchange offer had been extended to 5 p.m. ET on June 26 from Feb. 25 to allow Exelon time to obtain regulatory approvals and to solicit proxies for the election of directors to NRG's board.

NRG shareholders will receive 0.485 of a share of Exelon common stock for each NRG share in the exchange offer.

Exelon said its exchange offer gives NRG stockholders the "opportunity to realize an immediate premium" for their NRG shares "as well as the opportunity to participate in the upside of an Exelon-NRG combination."

"We believe the current NRG management and board of directors have no intention of allowing you to realize the value of a combination with Exelon on any terms - despite the clear and substantial benefits we believe that a combination will provide to you," Exelon said in a letter to NRG shareholders.

According to Exelon, the letter "is the first in a series of communications" that the company will send to NRG shareholders as it seeks support for an Exelon-NRG combination.

Exelon denied it is seeking control of the NRG board of directors.

NRG opposes offer

NRG stockholders had tendered and not withdrawn 33,028,179 shares, or approximately 12%, of NRG common stock in the exchange offer as of 4:30 p.m. ET on Tuesday the Exelon news release said.

NRG said the results "show a marked deterioration in overall support for the Exelon exchange offer by NRG stockholders and Exelon's decision to extend its exchange offer ahead of its scheduled expiration is recognition of this."

The board of NRG is recommending the company's shareholders vote the white proxy card to re-elect its four independent directors, according to an NRG news release.

In October 2008, Exelon, a Chicago-based electric company, proposed acquiring NRG at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each share of NRG common stock.

Exelon said it brought the offer directly to NRG shareholders on Nov. 12, 2008 after the Princeton, N.J.-based power generation company twice rejected the offer.

Mentioned in this article

Exelon Corp. NYSE: EXC

NRG Energy, Inc. NYSE: NRG

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