Mirant Corporation and RRI Energy, Inc. Receive Second Request From the U.S. Department of Justice Regarding Proposed Merger
July 16 2010 - 7:30AM
Marketwired
Mirant Corporation (NYSE: MIR) and RRI Energy (NYSE: RRI) today
announced that yesterday they each received a request for
additional information from the United States Department of Justice
(DOJ) regarding their proposed merger. This action, often referred
to as a second request, is a common part of the regulatory approval
process under the Hart-Scott-Rodino Antitrust Improvements Act.
On April 11, 2010, Mirant and RRI Energy announced their
intention to merge and create GenOn Energy, which will be one of
the largest independent power producers in the United States, with
approximately 24,700 megawatts (MW) of electric generating
capacity.
Mirant and RRI Energy are in the process of gathering
information to respond to the second request and are working
cooperatively with the DOJ as it reviews the merger. Both companies
expect the merger to close before the end of 2010.
About Mirant Corporation Mirant is a
competitive energy company that produces and sells electricity in
the United States. Mirant owns or leases more than 10,000 megawatts
of electric generating capacity. The company operates an asset
management and energy marketing organization from its headquarters
in Atlanta, Ga. For more information, please visit
www.mirant.com.
About RRI Energy, Inc. RRI Energy, Inc.,
based in Houston, provides electricity to wholesale customers in
the United States. The company is one of the largest independent
power producers in the nation with more than 14,000 megawatts of
power generation capacity across the United States. These
strategically located generating assets use natural gas, fuel oil
and coal. RRI routinely posts all important information on its
website at www.rrienergy.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by words
or phrases such as "will," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "target," "forecast," and
other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. RRI Energy
and Mirant caution readers that any forward-looking statement is
not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
statement. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed merger
involving RRI Energy and Mirant, including future financial and
operating results, RRI Energy's and Mirant's plans, objectives,
expectations and intentions, the expected timing of completion of
the transaction, and other statements that are not historical
facts. Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
are set forth in RRI Energy's and Mirant's filings with the
Securities and Exchange Commission (SEC). These include risks and
uncertainties relating to: the ability to obtain the requisite RRI
Energy and Mirant shareholder approvals; the ability to obtain the
requisite financing; the risk that Mirant or RRI Energy may be
unable to obtain governmental and regulatory approvals required for
the merger, or required governmental and regulatory approvals may
delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; the risk that a
condition to closing of the merger may not be satisfied; the
ability to resolve any litigation related to the merger; the timing
to consummate the proposed merger; the risk that the businesses
will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion
of management time on merger-related issues; general worldwide
economic conditions and related uncertainties; and the effect of
changes in governmental regulations; and other factors discussed or
referred to in the "Risk Factors" section of each of RRI Energy's
and Mirant's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q filed with the SEC. Each forward-looking
statement speaks only as of the date of the particular statement
and neither RRI Energy nor Mirant undertake any obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
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. In connection with
the proposed merger between RRI Energy and Mirant, on May 28, 2010,
RRI Energy filed with the SEC a registration statement on Form S-4
that includes a preliminary joint proxy statement of RRI Energy and
Mirant and that also constitutes a preliminary prospectus of RRI
Energy. On July 6, 2010, RRI Energy amended these materials. These
materials are not yet final and will be further amended. RRI Energy
and Mirant will distribute the final joint proxy
statement/prospectus to their respective shareholders. RRI Energy
and Mirant urge investors and shareholders to read the registration
statement, and any other relevant documents filed with the SEC,
including the preliminary joint proxy statement/prospectus that is
a part of the registration statement, and the definitive joint
proxy statement/prospectus, when available, because they contain or
will contain important information. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of
charge, at the SEC's website (www.sec.gov). You may also obtain
these documents, free of charge, from RRI Energy's website
(www.rrienergy.com) under the tab "Investor Relations" and then
under the heading "Company Filings." You may also obtain these
documents, free of charge, from Mirant's website (www.mirant.com)
under the tab "Investor Relations" and then under the heading "SEC
Filings."
Participants In The Merger Solicitation
RRI Energy, Mirant, and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from RRI Energy and Mirant shareholders in
favor of the merger and related matters. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of RRI Energy and Mirant shareholders in
connection with the proposed merger is contained the preliminary
joint proxy statement/prospectus and will be contained in the
definitive joint proxy statement/prospectus when it becomes
available. You can find information about RRI Energy's executive
officers and directors in its definitive proxy statement filed with
the SEC on April 1, 2010. You can find information about Mirant's
executive officers and directors in its definitive proxy statement
filed with the SEC on March 26, 2010 and supplemented on April 28,
2010. Additional information about RRI Energy's executive officers
and directors and Mirant's executive officers and directors can be
found in the above-referenced Registration Statement on Form S-4.
You can obtain free copies of these documents from RRI Energy and
Mirant as described above.
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