TXU Corp, the Dallas-based energy company, announced yesterday that the ‘go-shop’ process conducted on its behalf by Lazard Freres & Co LLC (Lazard), the independent financial advisor to the TXU B
TXU Corp, the Dallas-based energy company, announced yesterday that the ‘go-shop’ process conducted on its behalf by Lazard Freres & Co LLC (Lazard), the independent financial advisor to the TXU Board of Directors and its Strategic Transactions Committee, has ended.
During the process, no proposal was received that could reasonably be expected to result in a proposal superior to the definitive merger agreement announced February 26, 2007 with an investor group led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group (the Merger). Under the terms of the merger agreement, shareholders will be paid USD69.25 per share following closing. The Merger is subject to receipt of shareholder approval and required regulatory approvals, as well as satisfaction of other customary closing conditions. There is no financing condition to the Merger.
Under the terms of the merger agreement, TXU had the right to solicit other proposals through 12:01 a.m. on April 16, 2007. The TXU Board, acting through the Strategic Transactions Committee, with the assistance of Lazard, solicited interest from over 70 potential purchasers, including U.S. utility companies, non-U.S. utility companies, other energy companies and financial sponsors and infrastructure investors. TXU entered into confidentiality agreements with ten of these entities and provided them confidential information regarding TXU and its subsidiaries.
TXU and the investor group are continuing their efforts to complete the Merger. TXU subsidiaries and the investor group expect to file a request for approval with the Nuclear Regulatory Commission and a Section 14.101 filing with the Public Utility Commission of Texas this month. TXU subsidiaries and the investor group also expect to submit filings with the Federal Energy Regulatory Commission, the Federal Communications Commission and the U.S. Department of Justice (under the Hart-Scott-Rodino Act) within the next few months; these are not expected to impact the timing of closing the Merger. TXU currently expects to hold its annual meeting and shareholder vote on the Merger in the summer on a date to be determined after Securities and Exchange Commission review of the preliminary proxy statement related to the Merger.
TXU Corp, a Dallas-based energy company, manages a portfolio of competitive and regulated energy businesses primarily in Texas. In the competitive TXU Energy Holdings segment (electricity generation, wholesale marketing and retailing), TXU Energy provides electricity and related services to more than 2.1 million competitive electricity customers in Texas. TXU Power has over 18,100 MW of generation in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-fueled generation capacity. TXU Wholesale optimizes the purchases and sales of energy for TXU Energy and TXU Power and provides related services to other market participants. TXU Wholesale is the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. TXU Corp.s regulated segment, TXU Electric Delivery, is an electric distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. TXU Electric Delivery operates the largest distribution and transmission system in Texas, providing power to three million electric delivery points over more than 101,000 miles of distribution and 14,300 miles of transmission lines.
