FERC Approves Mirant - RRI Energy Merger
August 04 2010 - 8:00AM
Marketwired
Mirant Corporation (NYSE: MIR) and RRI Energy, Inc. (NYSE: RRI)
announced today that the Federal Energy Regulatory Commission
(FERC) approved their merger on August 2, 2010.
The FERC approval marks a significant milestone in the merger
consummation process. In July, Mirant and RRI Energy received the
necessary clearance from the New York State Public Service
Commission. In addition to acceptable debt financing, the merger
now requires completion of review by the U.S. Department of Justice
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
approval from both Mirant and RRI Energy stockholders. The
companies expect to close the merger by the end of the year.
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. For more information, please visit
http://www.mirant.com.
About RRI Energy, Inc.
RRI Energy, 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
Web site at http://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 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; 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 undertakes 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," and 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's and Mirant's 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's and Mirant's
shareholders in connection with the proposed merger is contained in
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 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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