NRG Energy seeks shareholder support for director nominees on July 21

By Lisa Kerner

Charlotte, N.C., June 24 - NRG Energy Inc. president and chief executive officer David Crane and chairman Howard Cosgrove urged stockholders to vote for the board's director nominees at the company's 2009 annual meeting on July 21.

The company nominated Cosgrove, John F. Chlebowski, William E. Hantke and Anne C. Schaumburg.

NRG's board and management have positioned the company "not only to survive, but to flourish in economic down cycles as well as in up cycles," the executives said in a letter to NRG shareholders on Wednesday.

By using the white proxy card, shareholders will let Exelon Corp. know that its exchange offer for NRG is inadequate, Crane and Cosgrove said.

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.

In Wednesday's letter, Crane and Cosgrove said only 12% of the company's shares had been tendered in Exelon's exchange offer as of June 16, compared with the 51% tendered as of Feb. 26.

"The inescapable conclusion derived from the hemorrhage of support for Exelon's offer, in our opinion, is that Exelon's exchange offer, as inadequate as it was when first proposed on October 19, 2008, is even more inadequate today because of NRG's dramatic value creation over the past eight months," the letter said.

Exelon is expected to make a decision on the offer at its board meeting on Tuesday, NRG said, adding that Exelon may decide to withdraw the offer or to increase the offer price.

As previously reported, Exelon extended its exchange offer for NRG to Aug. 21 due to NRG's delay in holding its annual meeting.

The exchange offer had been extended to 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, according to Exelon.

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