CHICAGO--(BUSINESS WIRE)--
Exelon Corporation (NYSE:EXC) announced today it has proposed a slate of
independent nominees for election to the Board of Directors of NRG
Energy, Inc. (NYSE:NRG) at the NRG 2009 annual meeting of shareholders,
together with a proposal to increase the number of NRG directors from 12
to 19. Exelon said it would nominate nine highly qualified, independent
candidates for election at NRG’s next annual meeting of shareholders.
The slate includes sitting and former CEOs, and corporate governance
experts.
“We believe NRG shareholders deserve a board that will act in the best
interests of NRG and its shareholders,” said John W. Rowe, Exelon
chairman and CEO. “We are looking forward to election of nominees who
will exercise their fiduciary duty and act in the best interests of NRG
and its shareholders and who will take seriously the value creation
opportunity represented by the proposed combination with Exelon in
comparison with any other strategic choices NRG may have. NRG
shareholders have shown their support through their participation in
Exelon’s exchange offer.”
Four nominees are proposed to replace the NRG Class III directors who
are up for election at the 2009 annual shareholder meeting. The nominees
are: Betsy S. Atkins, Ralph E. Faison, Coleman Peterson and Thomas C.
Wajnert. Exelon is also proposing five nominees to fill vacancies
created from the proposed expansion of the NRG board to 19 directors.
Those nominees are: John M. Albertine, Marjorie L. Bowen, Donald
DeFosset, Jr., Richard H. Koppes and Ralph G. Wellington.
If the NRG board is expanded and the entire slate of directors nominated
by Exelon is elected, it will represent slightly less than a majority of
NRG’s board of directors. The two remaining seats on the expanded board
would remain open to NRG’s own director nominees. Exelon said that its
decision to leave two seats open was designed to avoid a change in
control of NRG that could trigger a requirement for NRG to pay a
significant amount of its debt.
“Exelon is confident that with an expanded and reconstituted NRG board,
a majority of NRG directors will exercise their fiduciary duty and vote
for the clear path to shareholder value,” said Rowe. “Despite the
substantial premium our proposal represents to NRG’s stock price as of
October 17, 2008, and the large number of shares of common stock
tendered into Exelon’s exchange offer, NRG’s current board and
management have continued their refusal to allow due diligence – an
essential step for a company that takes its fiduciary obligations to
shareholders seriously and wants to create shareholder value. We
strongly encourage NRG shareholders to support the slate of director
nominees, and to tender their shares into Exelon’s exchange offer to
further drive this point home.”
Biographical information on each of the nominees follows:
Betsy S. Atkins
Betsy S. Atkins, 55, is Chief Executive Officer and President of B.S.A.
Baja Corp., an early stage venture capital company investing in
technology, life sciences, and renewable energy. She previously served
as CEO and Chairman of NCI Inc., a nutraceutical/functional food
manufacturer.
Ms. Atkins currently serves on the boards of Chico’s FAS, Inc., Polycom,
Inc., Reynolds American Inc. and SunPower Corporation. She received a
bachelor’s degree from the University of Massachusetts.
Ralph E. Faison
Ralph E. Faison, 50, recently served as President, Chief Executive
Officer and a director of Andrew Corporation, a wireless communications
equipment manufacturer that was acquired by CommScope in 2007. He also
served as President, Chief Executive Officer and a director of Celiant
Corporation before its acquisition by Andrew Corporation in 2002.
Earlier in his career, Mr. Faison served in various roles for AT&T
Corporation, including Vice President and General Manager of AT&T’s
Wireless Business unit and Manufacturing Vice President for its Consumer
Products unit in Bangkok, Thailand. From 1995 to 2001, he worked with
Lucent Technologies as Vice President for Advertising and Brand
Management and Vice President of the New Ventures Group.
Mr. Faison currently serves on the board of NETGEAR, Inc. He received a
bachelor’s degree from Georgia State University and an M.S. degree in
management from Stanford University.
Coleman Peterson
Coleman Peterson, 60, is the Founder, President, and Chief Executive
Officer of Hollis Enterprises, LLC, a human resources consulting firm
based in Bentonville, Arkansas. From 1994 to 2000, he served as Senior
Vice President, and from 2000-2004 he served as Executive Vice
President, of the People Division of Wal-Mart Stores, Inc. Mr. Peterson
also held a number of human resource positions at Venture Stores and
Osco Drug, Inc.
Currently, Mr. Peterson serves on the boards of Build-A-Bear Workshop,
Inc. and J.B. Hunt Transport Services, Inc. He received both a
bachelor’s degree and an M.S. in industrial relations degree from Loyola
University of Chicago.
Thomas C. Wajnert
Thomas C. Wajnert, 65, has been self-employed since July 2006, providing
advisory services with respect to the financial services industry. He
has been Co-Founder and Owner of TNT Vineyards, LLC, a company that
produces high-quality cabernet sauvignon grapes and estate bottled
wines, since 2002, and served as Founder, Principal and Senior Managing
Director of FairView Advisors, LLC from 2002 to 2006.
From 1999 to 2001, Mr. Wajnert served as Chairman and Chief Executive
Officer of SEISMIQ, Inc., and he was Chairman and Chief Executive
Officer of EPIX Holdings, Inc. in 1998 and 1999. From 1984 through 1997,
he served in various roles for AT&T Capital Corporation, including:
Founder and Chief Executive Officer (AT&T Credit Corporation); Chief
Executive Officer; President, Chief Executive Officer and Vice Chairman;
and Chairman.
Mr. Wajnert currently serves on the boards of Reynolds American Inc.,
NYFIX Inc., and UDR Inc. He received a bachelor’s degree in business
from the Illinois Institute of Technology, and an M.B.A. from Southern
Methodist University.
John M. “Jack” Albertine
Jack Albertine, 64, is Chairman and Chief Executive Officer of Albertine
Enterprises, Inc., a consulting, merchant banking and lobbying firm.
From 1986 to 1992, he served as a director for Fruit of the Loom, and
served as Vice Chairman of Fruit of the Loom from 1986 to 1990. Prior to
that, he served as President of American Business Conference from 1981
to 1986. He has also served as Executive Director for the Congressional
Joint Economic Committee and served as an instructor, assistant
professor and associate professor at Mary Washington College.
Mr. Albertine has been a director of 14 publicly traded companies and
currently serves on the board of three: Integral Systems, Inc.,
Intersections Inc. and Kadant Inc. He received his bachelor’s degree in
Economics from King’s College and his Ph.D. in Economics from University
of Virginia.
Marjorie L. Bowen
Marjorie L. Bowen, 43, retired as Managing Director with Houlihan Lokey
Howard & Zukin, an international investment-banking firm headquartered
in Los Angeles where she was employed from 1989 to 2008 and most
recently served as National Director of the Fairness Opinion Practice.
Ms. Bowen currently serves on the boards of two companies: Vertis, Inc.,
and Global Aero Logistics Inc. She received a B.A. from Colgate
University and an M.B.A. in finance from the University of Chicago.
Donald DeFosset, Jr.
Donald DeFosset, Jr., 60, retired in November 2005 as Chairman,
President and Chief Executive Officer of Walter Industries, Inc., a
diversified company with principal operating businesses in homebuilding
and home financing, water infrastructure and energy products.
Mr. DeFosset serves on the boards of four public companies: Terex
Corporation, Regions Financial Corporation, Enpro Industries, Inc. and
National Retail Properties, Inc. He received a bachelor’s degree in
industrial engineering from Purdue University and an M.B.A. from Harvard
University.
Richard H. Koppes
Richard H. Koppes, 62, is Of Counsel at Jones Day and Corporate
Governance Fellow in the Executive Education Programs at Stanford Law
School. He has served as the Administrative Officer of the National
Association of Public Pension Attorneys since August 1996 and formerly
served as Deputy Executive Officer and General Counsel of the California
Public Employees’ Retirement System (CalPERS).
Mr. Koppes currently serves on the board of Valeant Pharmaceuticals
International. He received a bachelor’s degree from Loyola Marymount
University and a J.D. from the University of California, Los Angeles.
Ralph G. Wellington
Ralph G. Wellington, 62, is Chairman of Schnader Harrison Segal & Lewis
LLP, a Philadelphia-based law firm, where he has been a partner since
1978. He has extensive experience representing major corporations in
significant litigation and business matters throughout the United States
and is an active appellate advocate, having argued before the United
States Supreme Court, as well as numerous federal and state appellate
courts.
Mr. Wellington has served on several non-profit boards and professional
committees. He received a bachelor’s degree from Kalamazoo College and a
J.D. from the University of Michigan Law School.
Important Information
This news release relates 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”) for 0.485 of a share of Exelon common stock. This news release
is for informational purposes only and does not constitute an offer to
exchange, or a solicitation of an offer to exchange, NRG shares, nor is
it a substitute for the Tender Offer Statement on Schedule TO or the
Prospectus/Offer to Exchange included in the Registration Statement on
Form S-4 (Reg. No. 333-155278) (including the Letter of Transmittal and
related documents and as amended from time to time, the “Exchange Offer
Documents”) previously filed by Exelon and Xchange with the Securities
and Exchange Commission (the “SEC”). The Offer is made only through the
Exchange Offer Documents. Investors and security holders are urged to
read these documents and other relevant materials as they become
available, because they will contain important information.
Exelon expects to file a proxy statement on Schedule 14A and other
relevant documents with the SEC in connection with the solicitation of
proxies (the “NRG Meeting Proxy Statement”) for the 2009 annual meeting
of NRG stockholders (the “NRG Meeting”). Exelon will also file a proxy
statement on Schedule 14A and other relevant documents with the SEC in
connection with its solicitation of proxies for a meeting of Exelon
shareholders (the “Exelon Meeting”) to be called in order to approve the
issuance of shares of Exelon common stock pursuant to the Offer (the
“Exelon Meeting Proxy Statement”). Investors and security holders are
urged to read the NRG Meeting Proxy Statement and the Exelon Meeting
Proxy Statement and other relevant materials as they become available,
because they will contain important information.
Investors and security holders can obtain copies of the materials
described above (and all other related documents filed with the SEC) 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 Incorporated, 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.
Exelon, Xchange and the individuals to be nominated by Exelon for
election to NRG’s Board of Directors will be participants in the
solicitation of proxies from NRG stockholders for the NRG Meeting or any
adjournment or postponement thereof. Exelon and Xchange will be
participants in the solicitation of proxies from Exelon shareholders for
the Exelon Meeting or any adjournment or postponement thereof. In
addition, certain directors and executive officers of Exelon and Xchange
may solicit proxies for the Exelon Meeting and the NRG Meeting.
Information about Exelon and Exelon’s directors and executive officers
is available in Exelon’s proxy statement, dated March 20, 2008, filed
with the SEC in connection with Exelon’s 2008 annual meeting of
shareholders. Information about Xchange and Xchange’s directors and
executive officers is available in Schedule II to the Prospectus/Offer
to Exchange. Information about any other participants will be included
in the NRG Meeting Proxy Statement or the Exelon Meeting Proxy
Statement, as applicable.
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.
Source: Exelon Corporation
Exelon Communications
Paul Elsberg, 312-394-7417
