425
Filed by NRG Energy, Inc. pursuant to
Rule 425 of the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: NRG Energy, Inc.
Commission File No.: 001-15891
On February 23, 2009, NRG Energy, Inc. (NRG) issued the following open letter to all NRG
stockholders.
NRG Energy, Inc. Issues Open Letter to NRG Stockholders Regarding
Latest Low and No-Carbon
Technology Investment
PRINCETON, NJ; February 23, 2009NRG Energy, Inc. (NYSE: NRG) today issued the following open
letter to NRG stockholders regarding the Companys latest investment in no and low-carbon
technology:
February 23, 2009
Dear NRG Stockholders:
Today we announced that NRG signed an agreement to acquire the development rights
for approximately 500 megawatts (MW) of contracted solar projects which are in
various stages of development and utilize eSolars leading and low cost solar
thermal technology.
While this acquisition does not represent a substantial upfront commitment of NRG
capitalless than $10 millionit nonetheless signifies a meaningful step forward
in NRGs efforts to be a leader in solar development in the United States. These
scale projects will be located in parts of the country with bountiful solar
resources and will incorporate a technology that can be built at a cost that makes
the projects profitable and, ultimately, value-enhancing to our shareholders. As the
Administration moves forward with its plan to restart the economy, we believe the
development projects we are acquiring are precisely the kind of zero-carbon, shovel
ready, economy stimulating infrastructure projects that the Government is seeking
to incent with its financial support.
For NRG, this initiative represents the biggest step forward by the Low Carbon
Technology development group, which we created in June 2008. This group positions
NRG to take advantage of the extraordinary opportunities which we believe are
embedded within the two great long-term dynamics underway in our industrythe trend
towards sustainability and the effort to combat climate change. Finally, the
initiative with eSolar
complements the considerable progress and success we have experienced over the past
several months in advancing our nuclear development program.
This transaction with eSolar represents one of a number of attractive opportunities
that we are seeing in our sector and which we believe NRG can act upon in a manner,
and at a price, which will create substantial value for our shareholders. Indeed,
the absolute size of our liquidity, combined with our lean organization, allows us
to respond faster and more effectively than virtually any other power generator, or
utility, to these growing opportunitiesand to translate them into real value.
This is how NRG is creating value for our shareholders now and in the months and
years to come.
|
|
|
|
|
|
Sincerely,
|
|
|
/s/ David Crane
|
|
|
|
David Crane |
|
|
President and Chief Executive Officer |
|
|
Important Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of proxy of any stockholder of NRG Energy, Inc. (NRG). NRG plans to
file with the Securities and Exchange Commission (the SEC) and furnish to its stockholders a
proxy statement and white proxy card in connection with its 2009 Annual Meeting of Stockholders
(the 2009 Annual Meeting). INVESTORS AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY
STATEMENT FOR THE 2009 ANNUAL MEETING IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
In response to the exchange offer proposed by Exelon Corporation referred to in this news release,
NRG has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. STOCKHOLDERS
OF NRG ARE ADVISED TO READ NRGS SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS
ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and stockholders will be able to obtain free copies of NRGs proxy statement (when it
becomes available), the Solicitation/Recommendation Statement on Schedule 14D-9, any other
documents filed by NRG in connection with the exchange offer by Exelon Corporation, and other
documents filed with the SEC by NRG at the SECs website at www.sec.gov. Free copies of any such
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. Information regarding NRGs directors and
executive officers is available in its Annual Report on Form 10-K for the year ended December 31,
2008, which was filed with the SEC on February 12, 2009, and its proxy statement for its 2008
Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2008.
Detailed information regarding the names, affiliations and interests of individuals who will
participate in the solicitation of proxies of NRGs stockholders will also be available in NRGs
proxy statement for the 2009 Annual Meeting.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRGs or its managements
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 NRGs 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 NRGs future results
included in NRGs 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.
Contacts:
|
|
|
|
|
Media:
|
|
Investors:
|
Meredith Moore
|
|
Nahla Azmy
|
609.524.4522
|
|
609.524.4526 |
|
|
|
|
|
|
Lori Neuman
|
|
Dave Klein
|
609.524.4525
|
|
609.524.4527 |
|
|
|
|
|
|
Dave Knox
|
|
Erin Gilli
|
713.795.6106 (Texas and Louisiana)
|
|
609.524.4528 |
|