Exelon Corp. offers $6.2 billion to buy NRG Energy, Inc.

Exelon Corporation announced its proposal to acquire Princeton, N.J.-based NRG Energy Inc.

20 October 2008 — Exelon has offered to acquire all of the outstanding NRG common stock in an all-stock transaction with a fixed exchange ratio with a value of $26.43 for each NRG common share, representing a total equity value of approximately $6.2 billion for NRG based on Exelon’s closing price on October 17.

In a letter delivered to NRG President and CEO David Crane and Chairman Howard Cosgrove, Exelon proposed to acquire all of NRG’s outstanding common stock in an all-stock transaction. The offer represents a 37 percent premium to the October 17 closing price for NRG shares.

In the all-stock transaction, which is intended to be tax-free, NRG common shareholders would exchange their stock for Exelon stock, which would provide NRG shareholders the opportunity to participate in the future growth of the largest and most diversified power company in the nation with a substantially improved credit profile.

John W. Rowe, CEO of Exelon, said an Exelon-NRG combination would result in a total enterprise value of approximately $60 billion with a generating capacity of around 47,000 MW – including about 18,000 MW of nuclear generation.

NRG made an unsolicited bid to buy Calpine for about $11 billion in stock on May 14. The bid was rejected by Calpine.