Exelon urges NRG stockholders to replace board

Exelon Corp., the nation's largest nuclear power generator, said Wednesday that it has sent a letter to NRG Energy Inc. stockholders urging them to support Exelon's takeover bid.

Chicago-based Exelon, in a Securities and Exchange Commission filing, said it is urging NRG stockholders to vote at their Aug. 21 annual meeting in favor of proposals to replace NRG's board of directors with nine new members.

Exelon is attempting to take over Princeton, N.J.-based NRG Energy in a $5 billion deal that would create the nation's largest power generator. NRG has resisted Exelon's overtures, saying the offer undervalues the company.

NRG, in a statement issued Wednesday, said that 12 percent of NRG shares tendered into the Exelon offer as of June 16, compared with 51 percent on February 26.

"NRG believes the low number of shares tendered reflects the understanding of NRG stockholders that the value NRG has created over the past eight months greatly outweighs the value of Exelon's proposal," the company said.

John W. Rowe, Exelon's chairman and chief executive, said in the letter that a combined Exelon and NRG represents compelling and substantial value for NRG stockholders.

"We also believe that the quickest and clearest path for NRG stockholders to realize the benefits of a transaction with Exelon _ or any other strategic transaction _ is to elect directors to the NRG board who are not entrenched in their opposition to a transaction," Rowe wrote.

Exelon shares fell 54 cents, or 1.1 percent, to $48.39 in afternoon trading, while NRG dropped 37 cents, or 1.6 percent, to $22.53.