Latest Extension Yields More Than 51% of Shares Exchange Offer Extended to June 26, 2009 Given Focus on NRG Board Elections
– By Linton Levy –
Exelon Corporation has announced that as of 5:00 p.m. New York City time on February 25, 2009, NRG shareholders had tendered 125,403,103 shares of common stock of NRG Energy, Inc. (NYSE:NRG) in Exelon’s exchange offer, which represented over 51% of the outstanding shares of NRG common stock.
“Yesterday’s result delivers another clear and convincing message to NRG’s board and management that a majority of the company’s owners support Exelon’s offer to combine the two companies. Unfortunately, this is a message the current NRG board and management have apparently chosen to ignore,” said John Rowe, Exelon chairman and CEO. “We urge NRG to move this process forward constructively, allow us to perform due diligence without delay, and work with us to conclude a definitive agreement. However, if NRG still refuses to listen to its shareholders, we will have no choice but to press forward to seek election of an expanded NRG board with new independent directors who will act in the best interests of the NRG shareholders and consider the merits of an Exelon and NRG combination in comparison with any other strategic alternatives available to NRG.”
Exelon also announced today it has extended its offer until June 26 at 5:00 p.m. New York City time, unless further extended. The extended expiration date enables Exelon to focus on seeking regulatory approvals for the transaction and the solicitation of proxies for the election of NRG directors at the NRG annual meeting of shareholders. NRG’s annual meeting has not yet been scheduled but is expected to take place within 13 months after NRG’s last meeting held May 14, 2008. The exchange offer was previously scheduled to expire at 5 p.m. New York City time on February 25, 2009. All other terms and conditions of the exchange offer remain unchanged.
Exelon announced on October 19, 2008, its proposal to acquire all outstanding shares of NRG common stock at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each share of NRG common stock, which represented a 37% premium for NRG shareholders based on closing prices on the NYSE on October 17, 2008, the last trading day prior to the public disclosure of the Exelon offer. After NRG twice rejected the Exelon offer, Exelon brought its exchange offer directly to NRG shareholders on November 12, 2008.