JUNO BEACH, Fla. & HOUSTON, March 28, 2005 (BUSINESS WIRE) — FPL Group, Inc. and GEXA Corp. announced that FPL Group, Inc., for the benefit of its wholly-owned subsidiary, FPL Energy, LLC, has entered into a definitive agreement for the acquisition of GEXA Corp., one of the fastest growing retail electricity providers in Texas, serving approximately 800 megawatts of load associated with over 100,000 small commercial and residential customers throughout the state.
Under terms of the agreement, which values GEXA at approximately $80.6 million, each of GEXA’s outstanding shares (on a fully-diluted basis) will be exchanged for $6.88 per share payable in FPL Group, Inc. common stock. The acquisition, which will be accounted for as a purchase, is expected to be accretive to FPL Group’s 2005 earnings and is expected to close by early third quarter 2005.
The transaction is subject to customary conditions, including GEXA shareholder approval, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and a minimum level of working capital at GEXA prior to closing. Certain directors and officers of GEXA, holding approximately 36 percent of GEXA’s outstanding common stock, including its chairman and chief executive officer, have agreed to vote their shares in favor of the transaction. Neil Leibman will continue as president of the business subsequent to the closing.
“GEXA is a fast growing, profitable company that will provide us with an entry into the Texas retail market,” said Jim Robo, president of FPL Energy. “This transaction will enhance our commercial capabilities, aid in hedging a portion of our generation in Texas and expand our reach across the energy value chain in the state.”
Neil Leibman, chairman and chief executive officer of GEXA said, “This transaction provides GEXA the opportunity to continue its rapid growth and we look forward to becoming a part of the FPL Group team.”
FPL Energy currently owns and operates nearly 3,500 megawatts of generating capacity in Texas including two natural gas-fired generating assets in North Texas near the fast growing Dallas market and more than 750 net megawatts of wind generation in West Texas.
“This transaction expands our ability to provide additional offerings in Texas and will enable us to further leverage our Texas generation assets,” said Mark Maisto, president of FPL Energy’s Power Marketing, Inc.
FPL Energy is a leading wholesale generator utilizing clean fuels such as natural gas, wind, solar, hydroelectric and nuclear to generate electricity. It is the nation’s leader in wind energy, with 44 wind facilities in operation in 15 states. It is a subsidiary of FPL Group, one of the nation’s largest providers of electricity-related services. FPL Group’s principal subsidiary is Florida Power & Light Company, one of the nation’s largest electric utilities, serving more than 4.2 million customer accounts in Florida.
About GEXA Energy
GEXA Energy is a retail electricity provider currently serving residential and commercial customers in Texas and it has begun serving commercial customers in Massachusetts. The company offers customers in restructured retail energy markets competitive prices, pricing choices and customer friendly service.
Additional Information on Transaction
FPL Group will be filing a registration statement on Form S-4, including GEXA’s proxy statement and FPL Group’s prospectus and other relevant documents with the Securities and Exchange Commission concerning the proposed transaction. You are urged to read the registration statement containing the proxy statement/prospectus and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information about FPL Group, GEXA and the transaction.
Once filed, you may obtain the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, www.sec.gov. In addition, once they have been filed with the SEC, the proxy statement/prospectus and these other documents may also be obtained for free from FPL Group by directing a request to FPL Group, Inc. 700 Universe Blvd., Juno Beach, Florida, 33408, Attention: Investor Relations and from GEXA by directing a request to GEXA Corp., 20 Greenway Plaza, Suite 600, Houston, Texas, 77046, Attention: Dave Holman.
FPL Group, GEXA and their respective directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of GEXA in connection with the transaction. Information about the directors and executive officers of FPL Group is set forth in its proxy statement for its 2004 annual meeting of shareholders and its annual report on Form 10-K for the fiscal year ended 2004 and information about the directors and executive officers of GEXA and their ownership of GEXA stock is set forth in the report on Form 8-K of GEXA filed March 28, 2005 and the ownership reports of such persons on Schedule 13D and Forms 3 and 4 filed with the SEC. Investors may obtain additional information regarding the interests of such potential participants by reading the proxy statement/prospectus when it becomes available.