Illinova Offering to purchase outstanding shares of cumulative preferred stock of Illinois Power

HOUSTON, Texas, Feb. 26, 2002 — Illinova Corp., a wholly owned subsidiary of Dynegy Inc., has commenced an offer to purchase for cash any and all outstanding shares of cumulative preferred stock of Illinois Power Company, Dynegy’s transmission and distribution subsidiary.

Illinova is offering to purchase all series of preferred shares listed below, with a total par value of approximately $46 million for the applicable cash Purchase Price per share, plus an amount equal to any accrued, but unpaid, dividends up to, but not including, the settlement date.

Concurrently, IPC’s board of directors is soliciting the written consents in exchange for a Special Cash Payment of $1.00 per share to holders of shares of preferred stock as of Feb. 20, 2002, the record date, in connection with a proposal to amend IPC’s articles of incorporation.

Shareholders of record on Feb. 20, 2002 may provide the written consent in exchange for the Special Cash Payment without tendering their shares. The tender and consent should provide IPC with greater financing flexibility and is another step toward improving its corporate financial structure.

The tender offer and consent solicitation commenced on Monday, Feb. 25, 2002, and are scheduled to expire at midnight, New York time on Friday, March 22, 2002, unless extended.

Both are conditioned upon, among other things, the approval of the proposed amendment by holders of at least two-thirds of all outstanding shares of all series of preferred stock, voting together as one class. Depending on the number of shares tendered in the tender offer, IPC’s preferred stock may be delisted from the NYSE in a going private transaction.

Investors should read Illinova’s tender offer statement on Schedule TO and Schedule 14A filed with the SEC in connection with the tender offer.

The Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation is Merrill Lynch & Co., 888/654-8637. The Depositary and Information Agent is Mellon Investor Services LLC, 800/982-7650.


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