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NRG Energy asks shareholders to reject Exelon's exchange offer
By Lisa Kerner
Charlotte, N.C., Dec. 30 - NRG Energy, Inc. urged its shareholders not to tender their shares in Exelon Corp.'s unsolicited offer, which NRG's board of directors called "inadequate" and "dilutive."
Exelon, a Chicago-based electric company, is offering 0.485 shares of Exelon common stock for each NRG share in the unsolicited offer.
NRG outlined reasons for its opposition to the offer in a Dec. 30 letter to stockholders. According to NRG:
• Exelon's offer is too low;
• Exelon's offer has failed to state a compelling value proposition from the combining of the companies;
• Exelon seeks to secure for itself the value of NRG's embedded growth potential before the market recognizes it; and
• Exelon's offer seeks to secure all "optionality" associated with the transaction for itself and its shareholders.
At odds over regulatory filings
NRG reiterated its view that Exelon's attempts to secure regulatory approvals are premature and "represent a squandering of resources of all concerned."
According to NRG, the California Public Utility Commission rejected Exelon's filing of an application for approval to acquire control of NRG's thermal utility subsidiary.
It was previously reported that Exelon expects to extend its tender offer for NRG "several times" past the Jan. 6 expiration date due to the time it will take to obtain all necessary regulatory approvals.
Exelon said it filed an application with the Federal Energy Regulatory Commission seeking its approval and notified the U.S. Department of Justice and the Federal Trade Commission of its intention to acquire the Princeton, N.J.-based power company.
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