All Four Leading Proxy Advisory Firms Support NRG and Recommend NRG Stockholders Vote "FOR" All Four NRG Director Nominees on the White Proxy Card

Mon Jul 13, 2009 4:43pm EDT
 
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Stockholders Recommended to Vote "Against" Exelon`s Board Expansion Proposal
PRINCETON, N.J.--(Business Wire)--
NRG Energy, Inc. (NYSE: NRG) today announced that RiskMetrics Group (formerly
Institutional Shareholder Services), PROXY Governance, Inc., Glass Lewis & Co.,
and Egan-Jones Proxy Services, the nation`s four leading proxy advisory firms,
recommend that their clients vote "FOR" the election of NRG`s highly qualified
and independent director nominees at NRG`s 2009 Annual Meeting of Stockholders
to be held on July 21. All of the proxy advisory firms also recommend that NRG
stockholders vote "AGAINST" Exelon`s Board expansion proposal. 

"We are pleased that RiskMetrics, PROXY Governance, Glass Lewis, and Egan-Jones
all support the election of all four of NRG`s director nominees and are
unanimously opposed to expanding the NRG Board. While we appreciate the support
we`ve received from the proxy advisors, we very much appreciate that our
shareholders will be making their own decisions based on a variety of issues and
opinions," said David Crane, President and Chief Executive Officer of NRG.
"NRG`s current directors have overseen a five-year period of growth and value
creation and have contributed to what we believe is an unmatched record of
financial, operational and transactional execution during that time. Regardless
of the outcome with Exelon, our Board and management will remain committed, as
we always have been, to driving value for our stockholders and remaining open to
offers at the right price and on the right terms." 

In its July 13, 2009, report, RiskMetrics (RMG) noted*:

* "Given RMG`s conclusion that Exelon`s current bid is not compelling enough to
support splitting the board with nine dissident nominees, RMG recommends that
shareholders vote on the Management Proxy (White Card), and support the
re-election of all the incumbent nominees." (emphasis added) 
* "On balance, we conclude that Exelon`s current bid is not compelling enough
tosupport splitting the boardwith nine dissident nominees. Virtually all of the
NRG shareholders to whom we spoke expressed a belief that Exelon should sweeten
its offer." (emphasis added) 
* "The downside to supporting Exelon at the annual meeting may be to embolden
Exelon and to undercut NRG`s negotiating leverage, with the net result a failure
to maximize value..." (emphasis added) 
* "The nearly unanimous opinion of shareholders with whom we spoke was that the
NRG management team had done an exemplary job over recent years in creating
value." (emphasis added)

PROXY Governance in its July 9, 2009 report noted*:

* "As the incumbent board has demonstrated its commitment to shareholder value
not only through its willingness to engage Exelon in September 2008, but through
its ongoing initiatives to improve operating efficiencies, its willingness to
act on significant but short-fuse opportunities such as Reliant Retail, and its
long-term strategy to strengthen the company`s competitive stance in a
carbon-constrained economy, we believe shareholders will be best served by
re-electing the incumbent nominees." (emphasis added) 
* "In September 2008, before the public tender offer and the proxy contest, NRG
voluntarily met with Exelon to begin exploring strategic options. By its own
account, NRG expected to continue those discussions at industry events in
November, in the hope financial markets would have begun to calm by then. The
clear implication is that, far from being entrenched, the company`s management
and board are open to strategic discussions which might maximize shareholder
value - and that the issue remains what it was last September, the question of
whether Exelon will pay full value for the company`s existing operations and
future potential." (emphasis added) 
* "In NRG`s strategies over the past five years one sees an acute awareness of
opportunity, and a deep understanding of how and where to hedge various risks.
The opportunistic purchase of Reliant Retail - at 1.5x average adjusted EBITDA,
significantly below market valuations of 4.0x to 6.0x for similar assets -… is
the most recent case in point." (emphasis added)

Glass Lewis, in its July 9, 2009, report, stated the following*:

* "…We find no reason to recommend for the election of the Dissident [Exelon]
nominees to the NRG board of directors. In our opinion, the board and its
advisors have given Exelon`s proposals and Offer reasonable consideration."
(emphasis added) 
* "… We note that the board has not closed itself off from future discussions
regarding a potential transaction with Exelon nor has it prohibited NRG
shareholders from tendering their shares to Exelon under the revised Offer.
Further, we note that the reelection of the incumbent director nominees does not
block Exelon`s revised Offer." 
* "We also believe that the election of the Dissident [Exelon] nominees could
give Exelon an unnecessary advantage in a strategic transaction involving NRG.
In our opinion, the election of the incumbent nominees will help ensure that the
NRG board remains open to any, and all, potentially interested parties and
proposals." (emphasis added) 
* "Given that we do not believe it is in the best interests of shareholders to
support Exelon`s nominees, we do not believe shareholders should support this
expansion in the Company`s board." (emphasis added)

Egan-Jones in its July 9, 2009 report stated*:

* "We believe, as reportedly so do several significant shareholders of the
Company, that Exelon`s revised offer of July 2 continues to undervalue the
Company, thereby making furtherance of its proxy contest undesirable at this
time." 
* "We are of the view that the election of the Exelon nominees would not
contribute meaningfully to the quality of the Company`s board of directors." 
* …"We believe that election of the slate of director nominees presented by the
management is in the best interest of Company and its shareholders." 
* "We believe that approval of this proposal is not in the best interests of the
Company and its stockholders."

Crane concluded, "We strongly urge all NRG stockholders to vote "FOR" our
director nominees, in accordance with the recommendations of RiskMetrics, PROXY
Governance, Glass Lewis and Egan-Jones, on the WHITE proxy card, and "AGAINST"
Exelon`s proposal to expand the Company`s Board." 

NRG stockholders are reminded that their vote is important, no matter how many
shares they own. Whether or not they attend the Annual Meeting, NRG stockholders
are encouraged to submit a WHITE proxy by Internet, telephone or by signing and
dating the WHITE proxy card itself and returning it as soon as possible. Even if
you have already voted by using the blue card, you can still change your vote by
using the WHITE proxy card. 

NRG stockholders may obtain copies of the exchange offer documents or proxy
solicitation materials which have been filed with the SEC at www.sec.gov. Any
NRG stockholders who have questions or require assistance voting their shares
should contact MacKenzie Partners, Inc., which is assisting NRG in this matter,
at 800.322.2885. 

* Permission to use quotations was neither sought nor obtained. 

About NRG

NRG Energy, Inc., a Fortune 500 company, owns and operates one of the country`s
largest and most diverse power generation portfolios. Headquartered in
Princeton, NJ, the Company's power plants provide more than 24,000 megawatts of
generation capacity-enough to supply more than 20 million homes. NRG`s retail
business, Reliant Energy, serves more than 1.7 million residential, business,
commercial and industrial customers in Texas. A past recipient of the energy
industry`s highest honors-Platts Industry Leadership and Energy Company of the
Year awards. NRG is a member of the U.S. Climate Action Partnership (USCAP), a
group of business and environmental organizations calling for mandatory
legislation to reduce greenhouse gas emissions. More information is available at
www.nrgenergy.com. 

Important Information

In connection with its 2009 Annual Meeting of Stockholders (the "2009 Annual
Meeting"), NRG Energy, Inc. ("NRG") has filed a definitive proxy statement on
Schedule 14A with the Securities and Exchange Commission (the "SEC"). INVESTORS
AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY STATEMENT FOR THE 2009
ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. In
response to the exchange offer proposed by Exelon Corporation referred to in
this communication, NRG has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. STOCKHOLDERS OF NRG ARE ADVISED TO READ NRG`S
SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS ENTIRETY BECAUSE
IT CONTAINS IMPORTANT INFORMATION. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities of NRG. 

Investors and stockholders will be able to obtain free copies of NRG`s
definitive proxy statement, the Solicitation/Recommendation Statement on
Schedule 14D-9, any amendments or supplements to the proxy statement and/or the
Schedule 14D-9, any other documents filed by NRG in connection with the 2009
Annual Meeting and/or the exchange offer by Exelon Corporation, and other
documents filed with the SEC by NRG at the SEC`s website at www.sec.gov. Free
copies of the definitive proxy statement, the Solicitation/ Recommendation
Statement on Schedule 14D-9, and any amendments and supplements to these
documents can also be obtained by directing a request to Investor Relations
Department, NRG Energy, Inc., 211 Carnegie Center, Princeton, New Jersey 08540. 

NRG and its directors and executive officers will be deemed to be participants
in the solicitation of proxies in connection with its 2009 Annual Meeting.
Detailed information regarding the names, affiliations and interests of NRG`s
directors and executive officers is available in the definitive proxy statement
for the 2009 Annual Meeting, which was filed with the SEC on June 16, 2009. 

Forward-Looking Statements

This communication contains forward-looking statements that may state NRG`s or
its management`s intentions, hopes, beliefs, expectations or predictions for the
future. Such forward-looking statements are subject to certain risks,
uncertainties and assumptions, and typically can be identified by the use of
words such as "will," "expect," "estimate," "anticipate," "forecast," "plan,"
"believe" and similar terms. Although NRG believes that its expectations are
reasonable, it can give no assurance that these expectations will prove to have
been correct, and actual results may vary materially. Factors that could cause
actual results to differ materially from those contemplated above include, among
others, risks and uncertainties related to the capital markets generally. 

The foregoing review of factors that could cause NRG`s actual results to differ
materially from those contemplated in the forward-looking statements included
herein should be considered in connection with information regarding risks and
uncertainties that may affect NRG`s future results included in NRG`s filings
with the SEC at www.sec.gov. Statements made in connection with the exchange
offer are not subject to the safe harbor protections provided to forward-looking
statements under the Private Securities Litigation Reform Act of 1995. 



Your vote is important, no matter how many or how few shares you own!

If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the NRG proxy materials, please contact:

MACKENZIE PARTNERS, INC. 

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect) or TOLL-FREE (800) 322-2885 

To vote your shares, please sign, date and return the enclosed WHITE proxy card
by mailing it in the enclosed preaddressed, stamped envelope. Or you may vote
the WHITE proxy card via phone or Internet by following the instructions on the
card. 

We encourage you to disregard and not return any blue proxy cards that you
receive from Exelon. 





NRG Energy, Inc.
Investors:
Nahla Azmy, 609-524-4526
David Klein, 609-524-4527
Erin Gilli, 609-524-4528
or
Media:
Meredith Moore, 609-524-4522
Lori Neuman, 609-524-4525
David Knox, 713-795-6106 



Copyright Business Wire 2009

 

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