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Published on 1/7/2009 in the Prospect News Special Situations Daily.

Exelon encouraged by results, extends offer for NRG to Feb. 25

By Lisa Kerner

Charlotte, N.C., Jan. 7 - Exelon Corp. said it is extending its exchange offer for all of the outstanding shares of NRG Energy, Inc.'s common stock to 5 p.m. ET on Feb. 25.

In the offer, Exelon will exchange 0.485 shares of its common stock for each NRG share.

The offer was set to end at 5 p.m. ET on Jan. 6. As of that date, 106,338,942 shares, or about 45.6%, of NRG's common stock had been tendered in the offer, according to Exelon.

Previously, Exelon said it expected to extend its tender offer for NRG "several times" past the Jan. 6 expiration date because it will take months to obtain all regulatory approvals necessary in the proposed acquisition of NRG.

Exelon chairman and chief executive officer John W. Rowe said the initial results exceeded the company's expectations.

"We are encouraged by the initial support we've received from NRG shareholders, and the extension will provide further opportunity for us to review and discuss the merits of the proposed combination with relevant stakeholders," Rowe said in a company news release.

NRG, in a statement released on Wednesday, thanked its shareholders for their support of the board's position that Exelon's offer is "highly conditional and significantly undervalues NRG."

"As always, we remain open to being a buyer or a seller at an appropriate value that compensates for the value and risks of the transaction," NRG added.

NRG's board of directors rejected Exelon's offer twice before the company brought the offer directly to NRG shareholders.

Exelon, a Chicago-based electric company, said it also may propose nominees to join the NRG board in an attempt to bring the transaction to a close.

It was previously reported that Exelon or its subsidiary, Exelon Xchange Corp., planned to propose expanding the Princeton, N.J.-based power company's 11-member board to up to 15 members.


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