EX-99.2 3 dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

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News Release

 

Contact:   Jamie Firth   
  Exelon Communications    FOR IMMEDIATE RELEASE
  312-394-7417   

Exelon Launches Exchange Offer for NRG Energy, Inc.

CHICAGO (Nov. 12, 2008) — Exelon Corporation (NYSE:EXC) announced today that it has launched an exchange offer for all of the outstanding shares of NRG Energy, Inc. common stock at a fixed exchange ratio of 0.485 Exelon shares for each NRG share and that the company has filed a prospectus/offer to exchange on Form S-4 with the U.S. Securities and Exchange Commission.

Exelon said its exchange offer ensures that NRG investors have the opportunity to consider for themselves the merits of Exelon’s proposal. Exelon remains hopeful that NRG will ultimately recognize the value of working with Exelon in a direct and constructive fashion to complete this strategic transaction in a way that is tax-efficient, minimizes regulatory hurdles, and produces the greatest value for shareholders of both companies.

The exchange offer will be subject to customary conditions, including the tender of a majority of NRG shares, calculated on a fully diluted basis. The exchange offer was launched today by publication of the offer in the financial press. NRG shareholders will be receiving a copy of the complete exchange offer document shortly following receipt of a shareholder list from NRG. The exchange offer document will fully detail the conditions and required regulatory approvals needed to complete the transaction. The exchange offer will expire at 5:00 p.m. eastern time on January 6, 2009.

Shareholder questions regarding the exchange offer or requests for offering materials should be directed to Exelon’s Information Agent for the exchange offer, Innisfree M&A Incorporated, toll-free at 877-750-9501. Offering materials are also available on the Securities and Exchange Commission’s Web site at www.sec.gov. NRG shareholders are urged to read the offering materials filed by Exelon, which contain important information about the exchange offer.

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Safe Harbor Statement

This filing includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The factors that could cause actual results to differ materially from these forward-looking statements include Exelon’s ability to achieve the synergies contemplated by the proposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of


NRG and Exelon, and the timing to consummate the proposed transaction and obtain required regulatory approvals as well as those discussed in (1) Exelon’s 2007 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 19; (2) Exelon’s Third Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; (3) Exelon’s preliminary prospectus/offer to exchange that is contained in the Registration Statement on Form S-4 that Exelon has filed with the SEC in connection with the offer and (4) other factors discussed in Exelon’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this filing. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this filing.

All information in this filing concerning NRG, including its business, operations, and financial results, was obtained from public sources. While Exelon has no knowledge that any such information is inaccurate or incomplete, Exelon has not had the opportunity to verify any of that information.

Important Additional Information

This communication relates, in part, to the offer (the “Offer”) by Exelon Corporation (“Exelon”) through its direct wholly-owned subsidiary, Exelon Xchange Corporation (“Xchange”), to exchange each issued and outstanding share of common stock (the “NRG shares”) of NRG Energy, Inc. (“NRG”).

This communication is not a substitute for the Tender Offer Statement on Schedule TO or the Registration Statement on Form S-4 filed by Exelon with the Securities and Exchange Commission (the “SEC”). Investors and security holders are urged to read these documents and other relevant materials when they become available, because they will contain important information. Investors and security holders are urged to read these documents and other relevant materials when they become available, because they will contain important information.

Investors and security holders can obtain copies of these materials (and all other related documents filed with the SEC) when available, at no charge on the SEC’s website: www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to Innisfree M&A, Inc., 501 Madison Avenue, 20th Floor, New York, New York 10022, toll free at 1-877- 750-9501. Investors and security holders may also read and copy any reports, statements and other information filed by Exelon, Xchange or NRG with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

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Exelon Corporation is one of the nation’s largest electric utilities with nearly $19 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and Pennsylvania and natural gas to 480,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.