Dallas, TX, July 25, 2007 — TXU Corp. (TXU) announced that it has filed a definitive proxy statement with the Securities and Exchange Commission (SEC) for its annual meeting of shareholders at which shareholders are being asked to vote on the previously announced merger agreement with Texas Energy Future Holdings Ltd. Partnership, an acquisition vehicle formed by a group of investors led by Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group (TPG).
Based on the unanimous recommendation of the strategic transactions committee of the TXU board of directors, after an updated review of the transaction in light of changes since the time the merger agreement was signed, and a number of other factors described in the proxy statement, the TXU board of directors unanimously recommended that shareholders vote for the approval of the merger agreement.
The annual meeting of shareholders is scheduled to be held on September 7, 2007. Under the terms of the merger agreement TXU Corp. shareholders will receive $69.25 in cash per share after closing.
TXU Corp. chairman and CEO John Wilder has informed the TXU board that he will resign from the company upon the completion of the transaction. Wilder expressed support for the merger and said he would step down as chairman and CEO because, “The five year turnaround plan that I presented to the TXU board on my arrival is essentially complete: our performance is up sharply; our businesses are well positioned to win; and TXU has several individuals that are highly qualified to lead our three independent businesses under private ownership.”
Lead independent director Jack E. Little said Wilder “was exactly the leader [TXU] needed to take the company where it is today.” Little also said Wilder led efforts that resulted in “outstanding” shareholder returns.
In the event the merger does not close, Wilder agreed to remain as chairman and CEO of the company to ensure the continuity of the corporate management team that the company would need as it works to refocus its business strategies and to oversee TXU’s business and the implementation of an alternative strategy to the merger.
TXU vice chairman Tom Baker also announced his intent to retire at the close of the merger. Baker has been with the company for 36 years. Wilder hailed Baker as an “industry leader” who “helped TXU grow to new levels of excellence.” While he will remain through the close of the transaction, the company will miss his leadership, advice and counsel after his departure,” said Wilder.
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