Filed by NRG Energy, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company: NRG Energy, Inc.
Related Registration Statement File No. 333-84264
XCEL ENERGY LOGO U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402-2023
April 4, 2002
XCEL ENERGY INCREASES EXCHANGE RATIO IN OFFER FOR NRG ENERGY, INC., AND
EXTENDS OFFER DEADLINE TO APRIL 17;
NRG BOARD RECOMMENDS IN FAVOR OF THE REVISED OFFER
MINNEAPOLIS -- Xcel Energy Inc. (NYSE: XEL) and NRG Energy, Inc. (NYSE:
NRG) today announced that Xcel Energy has revised its exchange offer for all of
the publicly held shares of NRG and that the NRG Board of Directors, on the
recommendation of its Special Committee, is recommending that NRG's stockholders
tender their shares in the offer. Xcel Energy also announced that it has reached
an agreement to settle stockholder class action suits related to the offer.
In the revised offer, NRG's public stockholders would receive 0.50 of a
share of Xcel Energy common stock in a tax-free exchange for each outstanding
share of NRG common stock they hold. Based on the April 3, 2002, closing price
of Xcel Energy shares, the exchange ratio represents a value of $12.86 per NRG
share, which represents the following premiums:
- a 28.6 percent premium to NRG's closing price on Feb. 14, 2002, the day
prior to the announcement of the exchange offer;
- a 29.4 percent premium to NRG's average closing price over the 10
trading-day period ending Feb. 14;
- a 71.2 percent premium to NRG's recent 52-week low of $7.51 on Feb. 6,
2002; and
- a 5.3 percent premium to NRG's closing price on April 3, 2002.
"We believe the revised exchange offer will help bring closure to the issue
in a way that ensures shareholder value," said Wayne H. Brunetti, chairman,
president and CEO of Xcel Energy.
Xcel Energy also has extended the expiration of the exchange offer to
midnight EDT on Wednesday, April 17, 2002. The other terms and conditions of the
exchange offer remain unchanged.
Completion of the offer remains conditioned on NRG's public stockholders
tendering enough shares so that, when taken together with the shares of common
stock that Xcel Energy would hold upon conversion of its Class A shares, Xcel
Energy would own at least 90 percent of NRG's common stock. To satisfy this
condition, which will not be waived, NRG stockholders must tender approximately
61 percent of the publicly held NRG shares currently outstanding. In order to
complete the offer, Xcel Energy must also receive approval of the Securities and
Exchange Commission under the Public Utility Holding Company Act.
Upon successful completion of the offer, Xcel Energy will complete a "short
form" merger of NRG with a subsidiary of Xcel Energy. In the merger, each
remaining share of NRG common stock held by NRG's public stockholders will be
exchanged (subject to the exercise of appraisal rights) for the same number of
shares of Xcel Energy common stock as is exchanged in the exchange offer.
Lehman Brothers is acting as Xcel Energy's financial advisor for the
transaction.
Xcel Energy is a major U.S. electricity and natural gas company with
operations in 12 Western and Midwestern states. Formed by the merger of
Denver-based New Century Energies and Minneapolis-based Northern States Power
Co., Xcel Energy provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7 million natural gas
customers through its regulated operating companies. In terms of customers, it
is the fourth-largest combination natural gas and electricity company in the
nation. Company headquarters are located in Minneapolis. More information is
available at www.xcelenergy.com.
NRG is a leading global energy company engaged primarily in the
development, construction, acquisition, ownership and operation of power
generation facilities. NRG's operations use such diverse fuel sources as natural
gas, oil, coal and coal seam methane, biomass, landfill gas and hydro, as well
as refuse-derived fuel. NRG's headquarters are located in Minneapolis. More
information is available at www.nrgenergy.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
EXCHANGE OFFER DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
In connection with the proposed exchange offer for NRG shares, Xcel Energy
has filed a prospectus and related materials with the SEC. Investors and
security holders may obtain a free copy of the exchange offer prospectus and
other documents filed by Xcel Energy with the SEC at the commission's Web site
at http://www.sec.gov. Free copies of the exchange offer prospectus, as well as
Xcel Energy's related filings with the commission, also may be obtained from
Xcel Energy by directing a request to Xcel Energy's information agent for this
offer, Georgeson Shareholder Communications, Inc., 111 Commerce Road, Carlstadt,
NJ 07072 or call toll-free at (866) 800-0230.
Also in connection with the proposed exchange offer, NRG has filed a
solicitation/recommendation statement with the SEC. Investors and security
holders may obtain a free copy of the solicitation/ recommendation statement,
the amendment thereto and other documents filed by NRG with the SEC at the
commission's Web site at http://www.sec.gov.
ADDITIONAL INFORMATION FOR NRG STOCKHOLDERS
All tendering NRG stockholders, including all stockholders who have
previously tendered, will be entitled to receive the increased consideration if
the offer is consummated. NRG stockholders who have already tendered their NRG
shares pursuant to the offer and who have not withdrawn such shares do not need
to take any further action to receive the additional Xcel Energy shares provided
by the increase in the exchange ratio if their shares are accepted for exchange
pursuant to the offer. Stockholders who wish to tender but have not done so
should follow the instructions included in the original prospectus and letter of
transmittal previously mailed to them. That letter of transmittal remains
effective for the offer at the increased exchange ratio.
FORWARD-LOOKING INFORMATION
The terms "intends," "plans" and similar terms identify forward-looking
information. Although Xcel Energy believes its expectations are based on
reasonable assumptions, it can give no assurance that its goals will be
achieved. Important factors that could cause actual results to differ materially
from those contained in the forward-looking statements include the satisfaction
of all conditions to the exchange offer that cannot be waived and the
satisfaction or waiver of conditions to the exchange offer that may be waived.
Some of the conditions to the exchange offer include the receipt of all required
regulatory approvals, the tender by the public stockholders of a minimum number
of their shares and the absence of an injunction or litigation concerning the
exchange offer. In light of these uncertainties, there can be no assurances that
the exchange offer will be completed.
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FOR MORE INFORMATION, CONTACT:
XCEL ENERGY INC.:
E J McIntyre, Vice President & Chief Financial Officer (612) 215-4515
R J Kolkmann, Managing Director, Investor Relations (612) 215-4559
P A Johnson, Director, Investor Relations (612) 215-4535
News media inquiries only:
Please call Xcel Energy media relations: (612) 215-5300
NRG ENERGY, INC.:
Len Bluhm, Vice President & CFO (612) 373-8871
NRG Investor Relations: (612) 313-8900
Media Relations: (612) 373-6992