2nd UPDATE: Exelon Boosts Hostile Takeover Bid For NRG By 12%
July 02 2009 - 11:54AM
Dow Jones News
Exelon Corp. (EXC) boosted its hostile offer to acquire NRG
Energy Inc. (NRG) by 12% on Thursday in an attempt to rebuild
support for its bid to create the largest U.S. power generator by
output.
The increased offer values NRG at $7.73 billion and is a
reversal for Chicago-based Exelon, which had stood fast on the
offer since launching its bid last fall. NRG Energy's board has
staunchly opposed the deal, saying it undervalues the Princeton,
N.J., power plant operator.
Exelon executives said they increased the offer after finding an
additional $1.5 billion in cost savings and other synergies,
including a 30% cut in operation and maintenance costs at NRG
Energy and benefits from NRG's acquisition of Reliant Energy Inc.'s
retail business in Texas.
"This is all about the long-term value that can be created by
consolidation," Exelon Chairman and Chief Executive John Rowe said
in a conference call Thursday.
In recent months, Exelon has come under increasing pressure to
raise its offer as recent stock prices provided little if any
premium for NRG Energy shareholders. Support by NRG Energy
shareholders has waned, while analysts pointed to several factors,
including the acquisition of the Reliant business and advancements
in NRG's plans to build new nuclear reactors, requiring a higher
offer.
In a statement Thursday, NRG Energy said it will review Exelon's
proposal, telling shareholders not to take any action.
The new offer has risen to 0.545 of an Exelon share for each NRG
share, up from 0.485 of a share. That represents a 7.9% premium to
NRG Energy's closing share price of $26.05 Wednesday, while the old
offer held no premium. The original exchange offer represented a
37% premium for NRG Energy shareholders when first announced in
October.
To finance the new offer, Exelon estimates it would issue $1.1
billion in new equity, while selling a total of $1.6 billion in
assets. Exelon already had planned to sell several power plants as
part of the deal but added NRG Energy's Louisiana and international
assets to its divestiture list.
Exelon said it is confident it could maintain its
investment-grade ratings while meeting the financing needs of the
transaction, including the refinancing of $4.7 billion of NRG's
senior notes and other debt, if necessary.
The next key event in Exelon's hostile bid comes later this
month. At NRG Energy's annual meeting July 21, Exelon is proposing
expanding NRG's board and adding its own members as it tries to
complete the deal. Rowe said during the conference call Exelon's
new offer is its best and final.
Analysts said Exelon's increased offer may prove to be too
little, too late, and shares of both companies dropped in morning
trading. Exelon shares recently traded 2.3% lower at $50.36, while
NRG Energy traded down 2.7% to $25.35.
"Ultimately, we are not sure if this offer is appealing enough
for the NRG shareholders and have assumed that the deal does not go
through," Shelby Tucker, an analyst at Oppenheimer & Co., wrote
in a note to clients Thursday.
In Thursday's conference call Exelon also reaffirmed its
second-quarter and full-year earnings estimates, while saying it
would only issue new equity if the NRG Energy deal closes.
-By Mark Peters, Dow Jones Newswires; 212-416-2457;
mark.peters@dowjones.com
(Kerry Grace Benn contributed to this report.)