- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 26 2010 - 6:02AM
Edgar (US Regulatory)
Filed by RRI Energy, Inc.
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended
RRI Energy, Inc. (File No.: 1-16455)
Subject Company: Mirant Corporation (File No: 333-167192)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2010
RRI ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-16455
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76-0655566
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1000 Main Street
Houston, Texas
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(832) 357-3000
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Special Meeting of Stockholders of RRI Energy, Inc. (the Company) was held on October 25,
2010, in Houston, Texas. The following matters were submitted to a vote of the Companys
stockholders:
(1) Votes regarding the issuance of the Companys common stock, par value $0.001 per share,
pursuant to the Agreement and Plan of Merger, dated as of April 11, 2010, by and among the Company,
RRI Energy Holdings, Inc. and Mirant Corporation were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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289,535,861
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3,487,894
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782,182
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(2) Votes regarding the amendments to the Companys restated certificate of incorporation that
would effect a reverse stock split of the Companys common stock were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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224,433,123
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68,606,336
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766,477
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(3) Votes regarding the amendments to the Companys restated certificate of incorporation to change
the corporate name of the Company from RRI Energy, Inc. to GenOn Energy, Inc. were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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289,788,645
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3,282,339
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734,951
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(4) Votes regarding the GenOn Energy, Inc. 2010 Omnibus Incentive Plan were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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229,431,914
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14,422,079
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49,951,943
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(5) Votes regarding adjourning the Special Meeting, if necessary, to solicit additional proxies
were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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278,437,608
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13,823,018
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1,545,301
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Item 7.01 Regulation FD Disclosure.
On October 25, 2010, the Company and Mirant issued a joint press release announcing the results of
the proposals considered at each companys special meeting. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) We furnish the following exhibit:
99.1 Joint Press Release of RRI Energy and Mirant Corporation, issued October 25, 2010
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Forward-Looking Statements
This report 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 cautions 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
Energys and Mirants plans, objectives, expectations and intentions, the expected timing of
completion of the merger, 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 Energys filings with the SEC. These include risks and
uncertainties relating to: 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 related financing or 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 the joint proxy statement/prospectus that is included in the
Registration Statement on Form S-4 (Registration No. 333-167192) that was filed by RRI Energy with
the SEC in connection with the merger, and of RRI Energys 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 RRI Energy 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
In connection with the proposed merger between RRI Energy and Mirant, RRI Energy filed with the SEC
a registration statement on Form S-4 that includes a joint proxy statement of RRI Energy and Mirant
and that also constitutes a prospectus of RRI Energy. The registration statement was declared
effective by the SEC on September 13, 2010. RRI Energy and Mirant urge investors and shareholders
to read the registration statement, and any other relevant documents filed with the SEC, including
the joint proxy statement/prospectus that is a part of the registration statement, because they
contain important information. You may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these
documents, free of charge, from RRI Energys website (www.rrienergy.com) under the tab Investor
Relations and then under the heading Company Filings, and from Mirants website (www.mirant.com)
under the tab Investor Relations and then under the heading SEC Filings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RRI ENERGY, INC.
(Registrant)
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Date: October 25, 2010
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By:
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/s/ Thomas C. Livengood
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Thomas C. Livengood
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Senior Vice President and Controller
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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99.1
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Joint Press Release of RRI Energy and Mirant Corporation, issued October 25, 2010
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MIRANT AND RRI ENERGY STOCKHOLDERS APPROVE MERGER PROPOSALS
ATLANTA, GA and HOUSTON, TX October 25, 2010
Mirant Corporation (NYSE: MIR) and RRI Energy, Inc. (NYSE: RRI)
announced today that stockholders of both companies have approved the proposals related to their proposed merger to
form GenOn Energy, Inc. All proposals considered at each companys special meeting of stockholders passed by
substantial margins.
The merger remains subject to customary closing conditions, including the completion of review and clearance by the
U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Mirant and RRI Energy expect to complete 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 Energy
routinely posts all important information on its Web site at http://www.rrienergy.com.
1
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 Energys and Mirants 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 Energys and Mirants filings with the Securities and Exchange Commission (SEC). These include risks and
uncertainties relating to: 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 financing or 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 the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 (Registration No.
333-167192) that was filed by RRI Energy with the SEC in connection with the merger, and of each of RRI Energys and
Mirants 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
In connection with the proposed merger between RRI Energy and Mirant, RRI Energy filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of RRI Energy and Mirant and that also constitutes a
prospectus of RRI Energy. The registration statement was declared effective by the SEC on September 13, 2010. RRI
Energy and Mirant urge investors and shareholders to read the registration statement, and any other relevant documents
filed with the SEC, including the joint proxy statement/prospectus that is a part of the registration statement,
because they contain important information. You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these documents, free of charge,
from RRI Energys website (www.rrienergy.com) under the tab Investor Relations and then under the heading Company
Filings, and from Mirants website (www.mirant.com) under the tab Investor Relations and then under the heading SEC
Filings.
# # #
CONTACTS
Media Inquiries:
Brandy Bergman/David Reno/Robin Weinberg
Sard Verbinnen & Co
tel: 212-687-8080
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Mirant Investor Inquiries:
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RRI Energy Investor Inquiries:
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Steve Himes
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Dennis Barber
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Mirant Corporation
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RRI Energy, Inc.
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tel: 678-579-3655
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tel: 832-357-3042
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e-mail: steve.himes@mirant.com
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e-mail: dbarber@rrienergy.com
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