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TXU urges shareholders to approve merger; CEO, vice chairman to step down
By Lisa Kerner
Charlotte, N.C., July 25 - TXU Corp.'s board of directors unanimously recommends its shareholders vote in favor of the merger agreement with Texas Energy Future Holdings LP, according to a proxy statement filed with the Securities and Exchange Commission.
Under the Feb. 26 merger agreement, TXU shareholders will receive $69.25 per share in a $45 billion deal to privatize TXU.
Shareholders of record as of July 19 will be asked to vote on the merger at the company's annual meeting on Sept. 7.
As previously reported, TXU investors led by Franklin Advisers, Inc. believe the per-share offer price is below the company's current actual value and will vote against the transaction. Franklin owns 5% of the Dallas-based energy company.
TXU also announced that chairman and chief executive officer John Wilder will resign from the company following completion of the merger. He agreed to stay on in the event the merger is not completed.
"I believe this merger maximizes the value of the company, and it will help position each business to succeed in a highly volatile and uncertain competitive environment," Wilder said in a company news release.
"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."
TXU vice chairman Tom Baker plans to retire at the close of the merger. Baker has been with the company for 38 years.
Texas Energy Future Holdings is a holding company that includes Kohlberg Kravis Roberts & Co. and TPG.
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