Filed by NRG Energy, Inc. pursuant to
Rule 425 of the Securities Act of 1933
Subject Company: NRG Energy, Inc.
Commission File No.: 001-15891
On July 8, 2009, NRG Energy, Inc. (NRG) issued the following letter to certain business
partners and associates of NRG:
[NRG ENERGY, INC. LETTERHEAD]
July 8, 2009
Dear Friends of NRG:
Since my last letter, as expected, there have been several noteworthy developments in Exelons
attempt at a hostile takeover of NRG during the run up to NRGs annual shareholder meeting on July
21st. I wanted to give you a quick summary.
On July 2nd, after eight months of sticking to its 0.485 fixed exchange ratio offer,
Exelon increased its offer by 12.4% representing a 7.4% premium to NRG shareholders based on the
respective share prices of the Company at the close of business on July 1st. The
increase in Exelons offer was almost exclusively predicated on additional cost synergies
identified by a phalanx of management consultants retained by Exelon for this purpose. On July
6th, after giving Exelons revised offer thorough and careful consideration, the NRG
Board unanimously rejected Exelons revised offer. A full copy of the letter sent to Exelon is
attached.
The next step in this long running process between Exelon and NRG is unknown to us as it is up to
Exelon to decide. However, Exelons increased offer does make two things clear that are directly
relevant to our relationships with you our actual or prospective partners, off-takers and
suppliers and that is the following:
Exelons claims, after the second exchange offer in February, that their original
Offer was a Done Deal are patently false. For all of you that told us that Exelon
has told you that their acquisition of NRG was a done deal, their decision to
increase their offer and postpone the expiration of their third exchange offer with
only 12% of NRG shares tendered suggests that their attempt to buy NRG on the
cheap is by no means a foregone conclusion; and
NRGs Growth Initiatives create Shareholder Value. While Exelons increased offer,
and the investor presentation which accompany it, do their best to downplay value
creation at NRG over the past eight months, they are forced to concede that our
various growth initiatives, particularly the acquisition of the retail business of
Reliant, have added shareholder value absolutely and relative to their own actions
over that time period.
It is for these reasons that, no matter what the next step is with Exelon, we look forward to
working with you and your company on the many exciting initiatives which we have underway at NRG to
lead the way into the low carbon, high efficiency future.
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Sincerely,
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David Crane |
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President & Chief Executive Officer |
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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 NRGS 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 NRGs 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 SECs 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 NRGs 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 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.