Exelon continues to ask NRG shareholders to elect new directors

By Lisa Kerner

Charlotte, N.C., July 6 - Exelon Corp. reached out to NRG Energy, Inc. shareholders once again seeking their support ahead of Exelon's annual meeting on July 21.

Exelon wants NRG shareholders to vote the blue proxy card to:

• Elect four independent candidates to run in opposition to the "entrenched incumbent directors" up for re-election to the NRG board;

• Expand the NRG board 19 directors; and

• Elect five independent candidates nominated to join the expanded board.

Last week, Exelon increased its offer for NRG by 12.4% to 0.545 of a share of Exelon common stock for each NRG share from 0.485 of a share.

The total value of the revised offer to NRG shareholders is $3 billion, Exelon said.

While Exelon's candidates will not constitute a majority of the NRG board if elected, they would "sufficiently change the dynamic of the board and bring an unbiased approach and fresh thinking to the Exelon offer," Exelon said.

"Failing to elect all nine independent candidates will significantly reduce the likelihood that you will see a value enhancing transaction," Exelon said in a letter to NRG shareholders on Monday.

Combined, Exelon and NRG would form the largest U.S. power company with a market capitalization of approximately $40 billion and a strong presence in five major competitive markets, according to Exelon.

As previously reported, Exelon filed an investor presentation with the Securities and Exchange Commission that will be used as part of the company's proxy solicitation.

Included in the presentation are details about Exelon's financing plan to maintain its investment-grade credit ratings while "optimizing long-term shareholder value."

Exelon believes it will be able to meet all financing needs associated with the transaction, including the refinancing of $4.7 billion of NRG's senior notes and other NRG debt, while maintaining investment-grade credit ratings.

Exelon's exchange offer

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.

The exchange offer was extended to June 26 from Feb. 25 and then to Aug. 21.

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