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U.S. District Court Upholds Exelon’s Exchange Offer to Acquire NRG

Court ruling that NRG allegations are without merit considered a major step in proposed acquisition


CHICAGO (June 22, 2009) - The U.S. District Court for the Southern District of New York today ruled that the remaining allegations raised in a suit filed by NRG Energy, Inc. (NYSE:NRG) on March 17 are without merit.  The court had earlier dismissed other allegations in NRG's lawsuit.  By order dated June 19, the judge rejected NRG's remaining claim that Exelon Corporation (NYSE:EXC) does not intend to complete the exchange offer according to its terms and entered judgment in favor of Exelon.

"Despite NRG's many attempts to obstruct Exelon's offer, Exelon remains committed to a combination with NRG that delivers value for shareholders of both companies," said William A. Von Hoene, Jr., Exelon executive vice president, finance and legal.  "We are now focused on the election of nine new, independent and experienced NRG directors who will act in the best interests of NRG shareholders at NRG's annual meeting of stockholders scheduled for July 21, 2009."

Exelon announced on October 19, 2008, its proposal to acquire all outstanding shares of NRG common stock at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each share of NRG common stock, which represented a 37% premium for NRG stockholders based on closing prices on the NYSE on October 17, 2008, the last trading day prior to the public disclosure of the Exelon offer.  After NRG twice rejected the Exelon offer, Exelon brought its exchange offer directly to NRG shareholders on November 12, 2008.