Exelon targets NRG shareholders, files lawsuit

11 November 2008 – Exelon Corp. said it would launch an exchange offer for all outstanding shares of NRG Energy common stock at a fixed exchange ratio of 0.485 Exelon shares for each NRG share.

Exelon CEO John W. Rowe said his company would have preferred to negotiate directly with NRG’s board and management, but said NRG’s decision to reject their earlier $6.2 billion bid left Exelon with no choice but to bring the offer directly to NRG’s shareholders.

Exelon also filed a lawsuit in the Delaware Chancery Court against NRG and its directors alleging a breach of fiduciary duty by NRG’s directors for various reasons, including the failure of the NRG directors to consider or take action on the proposal announced by Exelon on Oct. 19.

Exelon and NRG combined would have a generating capacity of 47,000 MW.

The N.J.-based NRG said Exelon was trying to capitalize on NRG’s weakened stock price that has fallen as a result of the economic downturn.

NRG has ownership interests in 44 power generating facilities, mostly in the U.S., capable of generating 24,000 MW.

Exelon’s 10 nuclear stations, with 17 reactors, represent about 20 percent of the U.S. nuclear industry’s power capacity, and about 3 percent of all U.S. power generation.

Stories of interest:

NRG rejects $6 billion Exelon bid as ‘risky’

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