Exelon Corporation · NASDAQ:EXC
Exelon — NRG Energy — Merger or Acquisition (October 2008)
10 slides from Exelon's merger presentation, Oct 21, 2008
Slide 1: Filed by Exelon Corporation Pursuant to Rule 425 - Safe Harbor Statement
Filed by Exelon Corporation (Commission File No. 1-16169) Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NRG Energy, Inc. (Commission File No. 1-15891) Safe Harbor Statement This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities
Slide 2: Forward-looking statements and conference call information
Statements and Supplementary Data: Note 19; (2) Exelon’s Second Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; (3) Exelon’s Third Quarter 2008 Quarterly Report on Form 1
Slide 3: NRG: A Compelling Opportunity for Value Creation
NRG: A Compelling Opportunity for Value Creation John W. Rowe Chairman and CEO, Exelon Corporation October 20, 2008
Slide 4: Forward-Looking Statements
Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected syn
Slide 5: Offer Highlights
Offer Highlights 0.485 share of Exelon per NRG share th Offer Details Represents a 37% premium to the October 17 NRG closing price Enhanced scope and scale Increased generation efficiency Unparalleled fuel and geographic diversification Strategic Benefits Financial strength Stock appreciation potent
Slide 6: Value of Transaction for Exelon Shareholders
Value of Transaction for Exelon Shareholders Increased scale and scope • Increases generating capacity to ~47,000MWs (1) Fuel and regional diversification Earnings and cash flow accretive • Potential to increase Exelon’s cash flows (2) by ~20% annually • Estimated to be accretive to Exelon operating
Slide 7: Scope, Scale and Financial Strength
Scope, Scale and Financial Strength $70 $60 Pro Forma Quick Stats $50 ($s in millions) Combined assets (1) $73,500 $40 LTM EBITDA (2) $8,000 $30 Market cap (3) $40,500 $20 Enterprise value (3) $63,000 Generating capacity (4) ~47,000MWs $10 $- Pro Forma Southern Dominion Duke FPL First Entergy Exelon
Slide 8: Increased Scale and Fuel Diversification in Generation
Increased Scale and Fuel Diversification in Generation Exelon Pro Forma Exelon 4% 7% 38% 19% 38% 6% 68% 20% ~24,000 MWs ~47,000 MWs (1) Nuclear Coal Gas/Oil Hydro/Other The combined fleet would have significant positions in four major US power markets (1) After giving effect to planned divestitures
Slide 9: Value of Transaction for NRG Shareholders
Value of Transaction for NRG Shareholders Upfront premium of 37% (1) Financial strength • Exelon brings strong credit metrics and investment grade balance sheet Operating excellence • Industry-leading Exelon Nuclear Management Model Well-positioned for carbon-constrained world • Exelon’s low-emissio
Slide 10: Proven Record of Delivering Value
Proven Record of Delivering Value Total Shareholder Return 110% 98% 90% 70% 55% 50% S&P 500 30% UTY 16% EXC 10% (2%) (1%) -10% (16%) -30% (29%) (28%) (38%) -50% 1-Year 3-Year 5-Year Exelon has a proven record of delivering value to shareholders 8