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NRG Energy and GenOn Energy Announce Early Termination of the Hart-Scott-Rodino Waiting Period
The merger remains subject to the satisfaction or waiver of other
closing conditions, including approval by the shareholders of both
companies, regulatory approvals by the
The merger is expected to close by the first quarter of 2013.
About NRG
NRG is at the forefront of changing how people think about and use
energy. A Fortune 500 company, NRG is a pioneer in developing cleaner
and smarter energy choices for our customers: whether as one of the
largest solar power developers in the country, or by building the first
privately funded electric vehicle charging infrastructure or by giving
customers the latest smart energy solutions to better manage their
energy use. Our diverse power generating facilities can support more
than 20 million homes and our retail electricity providers – Reliant,
About GenOn
GenOn is one of the largest competitive generators of wholesale
electricity in
Forward Looking Statements
In addition to historical information, the information presented in this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “will,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the proposed transaction between NRG and GenOn, each party’s and the combined company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, each party’s views of economic and market conditions, and the expected timing of the completion of the proposed transaction.
Forward-looking statements are not a guarantee of future performance and actual events or results may differ materially from any forward-looking statement as result of various risks and uncertainties, including, but not limited to, those relating to: the ability to satisfy the conditions to the proposed transaction between NRG and GenOn, the ability to successfully complete the proposed transaction (including any financing arrangements in connection therewith) in accordance with its terms and in accordance with expected schedule, the ability to obtain stockholder, antitrust, regulatory or other approvals for the proposed transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule, diversion of management attention on transaction-related issues, impact of the transaction on relationships with customers, suppliers and employees, the ability to finance the combined business post-closing and the terms on which such financing may be available, the financial performance of the combined company following completion of the proposed transaction, the ability to successfully integrate the businesses of NRG and GenOn, the ability to realize anticipated benefits of the proposed transaction (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, legislative, regulatory and/or market developments, the outcome of pending or threatened lawsuits, regulatory or tax proceedings or investigations, the effects of competition or regulatory intervention, financial and economic market conditions, access to capital, the timing and extent of changes in law and regulation (including environmental), commodity prices, prevailing demand and market prices for electricity, capacity, fuel and emissions allowances, weather conditions, operational constraints or outages, fuel supply or transmission issues, hedging ineffectiveness.
Additional information concerning other risk factors is contained in
NRG's and GenOn's most recently filed Annual Reports on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, recent Current Reports on
Form 8-K, and other
Many of these risks, uncertainties and assumptions are beyond NRG's or GenOn's ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made, and neither NRG nor GenOn undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning NRG, GenOn, the proposed transaction, the combined company or other matters and attributable to NRG or GenOn or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. The proposed business combination transaction between
NRG and GenOn will be submitted to the respective stockholders of NRG
and GenOn for their consideration. On
Participants in the Merger Solicitation
NRG, GenOn, and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of GenOn and NRG in connection with the proposed
transaction. Information about the directors and executive officers of
NRG is set forth in its proxy statement for its 2012 annual meeting of
stockholders, which was filed with the
Source:
NRG
Media:
Lori Neuman, 609-524-4525
Dave
Knox (TX), 713-537-2130
or
Investors:
Chad
Plotkin, 609-524-4526
Stefan Kimball, 609-524-4527
or
GenOn
Media:
Laurie
Fickman, 832-357-7720
or
Investors:
Dennis Barber,
832-357-3042
Monica Schafer, 832-357-7278