NRG Energy open to 'reasonable' transaction with Exelon

By Lisa Kerner

Charlotte, N.C., Feb. 26 - NRG Energy, Inc. responded to stockholder feedback regarding Exelon Corp.'s extended exchange offer. The offer was extended to 5 p.m. ET on June 26 from Feb. 25.

"In this extraordinarily challenging market environment, we recognize that the majority of NRG stockholders, including those who tendered, and some who did not, wish to see the Exelon process continue. In that regard, NRG's management and board of directors remain open to considering a transaction with Exelon at a fair exchange rate and on reasonable terms. Unfortunately the current Exelon offer, which remains unchanged, has neither," the company said in a news release.

NRG believes that Exelon's unsolicited takeover attempt remains highly conditional. The offer requires the arrangement of debt financing as well as approval by federal and state agencies.

David Crane, NRG chief executive officer, previously urged shareholders not to tender their shares in Exelon's exchange offer.

According to Crane, NRG's quantitative analyses has 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.

NRG shareholders had tendered 125,403,103 shares in the offer as of 5 p.m. ET on Wednesday.

Exelon, a Chicago-based electric company, called the results a "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."

"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," Exelon chairman and CEO John Rowe said a statement.

"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 said it extended the tender offer to allow the company time to obtain regulatory approvals and to solicit proxies for the election of NRG directors.

The annual meeting of NRG, a Princeton, N.J.-based power generation company, is expected to be held within 13 months of NRG's last meeting, which was in May 2008.

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