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Published on 7/24/2007 in the Prospect News Special Situations Daily.

Franklin Advisers-led investors build stake in TXU, will vote against buyout

By Lisa Kerner

Charlotte, N.C., July 24 - TXU Corp. investors led by Franklin Advisers, Inc. purchased 1,314,466 shares of the company's stock between May 23 and July 20, priced from $66.50 to $67.85 per share.

The reporting persons beneficially own 22,972,200 shares, or 5%, of the Dallas-based energy company, according to a schedule 13D filing with the Securities and Exchange Commission.

TXU will hold its 2007 annual meeting of shareholders on Sept. 7. Shareholders of record as of July 19 will be asked to vote on the proposed $69.25-per-share acquisition of the company by Texas Energy Future Holdings LP, a holding company that includes Kohlberg Kravis Roberts & Co. and TPG.

Franklin and its affiliates believe the offer price of $69.25 is "significantly below TXU's current actual value," the filing stated. As such, the investors intend to vote "no" on the offer.

As previously reported, under the Feb. 26 merger agreement the investor group will acquire TXU for some $45 billion in a deal to take the Dallas-based energy company private. A $375 million termination fee is included in the agreement.


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