Dynegy Inc. (NYSE: DYN) today noted that the analyses of numerous
independent sell-side financial analysts, who have a deep understanding
of Dynegy’s financial condition and the power generation industry,
consistently appear to support the Dynegy Board’s conclusion that the
Blackstone transaction is the best alternative available for Dynegy’s
stockholders.
Below are excerpts from a number of reports recently issued by those
analysts (emphasis added):1
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"We expect that the agreement will be approved, given
the combination of 1) the absence of a single alternative offer, 2)
the lengthy period of time during which Dynegy’s board and financial
advisors have sought alternative proposals, 3) despite voluminous
proxy materials from its largest shareholder urging other shareholders
to vote against the merger, the absence of a bid, strategy or tangible
plan by that dissident shareholder,
4) the substantial
liquidity needs of Dynegy on a standalone basis over the next four
years, which have increased recently due to 5) the further
deterioration of commodity prices since the transaction was announced
in mid-August.”
– Peter D. Quinn, Bank of America – Merrill
Lynch, November 10, 2010
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"We believe that on risk-adjusted basis, it is better for
investors to take $4.50/share from Blackstone and buy RRI/MIR, CPN or
NRG. Argument, in our opinion, isn’t whether DYN has upside
value from here or not, but whether DYN shareholders have option to do
something else with the money and whether this alternative is better
than holding on. We believe that the trade into another IPP is
-lower-risk option for investors that have strong return potential.”
–
Lasan Johong, RBC Capital Markets, November 8, 2010
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"We believe the [Blackstone] deal will be consummated at the
announced bid price since: 1) no better bid came during go
shop period, and no parties made bid despite having contacted 40+
firms; 2) Blackstone is hard pressed to improve takeout price given
precedent, and; 3) DYN is substantially more distressed than
when deal was announced (had a 60% premium to share price at takeout).”
–
Julien Dumoulin-Smith, UBS, October 25, 2010
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"We believe some of the assumptions [in Seneca’s slide
presentation] to be optimistic. In our view the presentation
is very interesting but requires a significant amount of
risk-taking from shareholders on the power market and is based on
assumptions that may not come true.”
– Gregg Orrill,
Barclays Capital, November 8, 2010
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"We believe Dynegy is fairly valued at current levels
based on a definitive merger agreement to be acquired by an affiliate
of The Blackstone Group for $4.50 per share in cash and the assumption
of existing debt.”
– Paul B. Fremont, Jefferies & Co.,
November 9, 2010
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"EBITDA miss ignored ($159mm vs. TPH/street $173/182mm) as DYN’s fate
all about upcoming November 17th BX $4.50/sh takeout shareholder vote…
Stock saw some support from activist shareholder Seneca’s Friday night
filing against deal but not enough to push above $4.50 offer. No
reason to get involved with material downside risk if deal voted down.”
–
Brandon Blossman, Tudor Pickering Holt, November 9, 2010
In addition to the supportive analyses of numerous sell-side analysts
in favor of the Blackstone transaction, Institutional Shareholder
Services ("ISS”), the leading independent proxy advisory firm, recently
recommended that Dynegy stockholders vote FOR
the approval of the Blackstone transaction. The recommendations of
ISS are relied upon by hundreds of major institutional investment firms,
mutual funds and other fiduciaries throughout the country.
ISS recognizes that Dynegy continues to face challenges, many of
which are beyond its control, including low and declining commodity
prices and continued economic weakness. Dynegy urges
stockholders to follow the recommendation of ISS and take into
consideration the analyses of numerous sell-side analysts and to vote FOR
the adoption of the merger agreement in order to capture the premium and
certainty of value represented by the Blackstone transaction.
Dynegy’s Board of Directors recommends stockholders vote FOR
the proposal to adopt the merger agreement today – by telephone, by
Internet or by signing, dating and returning the Company’s WHITE
proxy card. A failure to vote will have the same effect as a vote
AGAINST the proposal to adopt the merger agreement.
For more information, stockholders are encouraged to read Dynegy’s
definitive proxy statement, which was filed with the SEC on October 4,
2010; an Investor Presentation that was filed with the SEC on October 5,
2010 and updates to that Investor Presentation that were filed with the
SEC on October 19, 2010, and October 27, 2010, respectively; and letters
to stockholders that were filed with the SEC and issued as press
releases on October 6, 2010, October 19, 2010, October 26, 2010,
November 2, 2010, and November 8, 2010, respectively.
Dynegy’s Special Meeting of Stockholders is scheduled for November 17,
2010. Dynegy stockholders of record as of the close of business on
October 1, 2010 are entitled to notice of, and to vote at, the Special
Meeting.
Stockholders who have any questions or need assistance voting their
shares should contact MacKenzie Partners, Inc., Dynegy’s proxy
solicitor, by calling toll-free at (800) 322-2885 or (212) 929-5500
(call collect) or by e-mailing dynegy@mackenziepartners.com.
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If you have any questions, require assistance in voting your
shares, or need
additional copies of Dynegy’s proxy materials, please call
MacKenzie Partners at
the phone numbers listed below.
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105 Madison Avenue
New York, NY 10016
dynegy@mackenziepartners.com
(212) 929-5500 (call collect)
Or
TOLL-FREE (800) 322-2885
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About Dynegy Inc.
Through its subsidiaries, Dynegy Inc. produces and sells electric energy
capacity and ancillary services in key U.S. markets. The power
generation portfolio consists of approximately 12,200 megawatts of
baseload, intermediate and peaking power plants fueled by a mix of
natural gas, coal and fuel oil. For more information, please visit www.dynegy.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains statements reflecting assumptions, expectations,
projections, intentions or beliefs about future events that are intended
as "forward-looking statements". All statements included or incorporated
by reference in this release, other than statements of historical fact,
that address activities, events or developments that we or our
management expect, believe or anticipate will or may occur in the future
are forward-looking statements. These statements represent our
reasonable judgment on the future based on various factors and using
numerous assumptions and are subject to known and unknown risks,
uncertainties and other factors that could cause our actual results and
financial position to differ materially from those contemplated by the
statements. You can identify these statements by the fact that they do
not relate strictly to historical or current facts. They use words such
as "anticipate", "estimate", "project", "forecast", "plan", "may",
"will", "should", "expect" and other words of similar meaning. In
particular, these include, but are not limited to, statements relating
to the following: (i) the timing and anticipated benefits to be achieved
through our 2010-2013 company-wide cost savings program; (ii) beliefs
and assumptions relating to liquidity, available borrowing capacity and
capital resources generally; (iii) expectations regarding environmental
matters, including costs of compliance, availability and adequacy of
emission credits, and the impact of ongoing proceedings and potential
regulations or changes to current regulations, including those relating
to climate change, air emissions, cooling water intake structures, coal
combustion byproducts, and other laws and regulations to which we are,
or could become, subject; (iv) beliefs about commodity pricing and
generation volumes; (v) anticipated liquidity in the regional power and
fuel markets in which we transact, including the extent to which such
liquidity could be affected by poor economic and financial market
conditions or new regulations and any resulting impacts on financial
institutions and other current and potential counterparties; (vi)
sufficiency of, access to and costs associated with coal, fuel oil and
natural gas inventories and transportation thereof; (vii) beliefs and
assumptions about market competition, generation capacity and regional
supply and demand characteristics of the wholesale power generation
market, including the potential for a market recovery over the longer
term; (viii) the effectiveness of our strategies to capture
opportunities presented by changes in commodity prices and to manage our
exposure to energy price volatility; (ix) beliefs and assumptions about
weather and general economic conditions; (x) beliefs regarding the U.S.
economy, its trajectory and its impacts, as well as Dynegy’s stock
price; (xi) projected operating or financial results, including
anticipated cash flows from operations, revenues and profitability;
(xii) beliefs and expectations regarding the Plum Point Project; (xiii)
expectations regarding our revolver capacity, credit facility
compliance, collateral demands, capital expenditures, interest expense
and other payments; (xiv) our focus on safety and our ability to
efficiently operate our assets so as to maximize our revenue generating
opportunities and operating margins; (xv) beliefs about the outcome of
legal, regulatory, administrative and legislative matters; (xvi)
expectations and estimates regarding capital and maintenance
expenditures, including the Midwest Consent Decree and its associated
costs; and (xvii) uncertainties associated with the proposed merger of
Dynegy and an affiliate of Blackstone (the "Merger”), including
uncertainties relating to the anticipated timing of filings and
approvals relating to the Merger and the sale by an affiliate of
Blackstone of certain assets to NRG Energy, Inc. (the "NRG Sale"), the
outcome of legal proceedings that have been or may be instituted against
Dynegy and/or others relating to the Merger and/or the NRG Sale, the
expected timing of completion of the Merger and the NRG Sale, the
satisfaction of the conditions to the consummation of the Merger and the
NRG Sale and the ability to complete the Merger and the NRG Sale.
Any or all of our forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions or by known or unknown
risks, uncertainties and other factors, many of which are beyond our
control.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger, Dynegy filed a definitive proxy statement
with the SEC on October 4, 2010, and commenced mailing the definitive
proxy statement and form of proxy to the stockholders of Dynegy. BEFORE
MAKING ANY VOTING DECISION, DYNEGY'S STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS
ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Dynegy’s stockholders are able to obtain, without charge, a copy
of the definitive proxy statement and other relevant documents filed
with the SEC from the SEC’s website at http://www.sec.gov.
Dynegy’s stockholders are also able to obtain, without charge, a copy of
the definitive proxy statement and other relevant documents by directing
a request by mail or telephone to Dynegy Inc., Attn: Corporate
Secretary, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002,
telephone: (713) 507-6400, or from Dynegy’s website, http://www.dynegy.com.
PARTICIPANTS IN THE SOLICITATION
Dynegy and its directors and officers may be deemed to be participants
in the solicitation of proxies from Dynegy’s stockholders with respect
to the Merger. Information about Dynegy’s directors and executive
officers and their ownership of Dynegy’s common stock is set forth in
the proxy statement for Dynegy’s 2010 Annual Meeting of Stockholders,
which was filed with the SEC on April 2, 2010. Stockholders may obtain
additional information regarding the interests of Dynegy and its
directors and executive officers in the Merger, which may be different
than those of Dynegy’s stockholders generally, by reading the definitive
proxy statement filed with the SEC on October 4, 2010 and other relevant
documents regarding the Merger when filed with the SEC.
_____________________________________
1 The research
analyst materials in this letter were taken from published research
analyst reports. The research analysts and their respective
organizations have not consented to the inclusion of materials from
their research reports in these materials, and the use of materials from
these research reports does not represent any recommendation by the
analysts or their respective organizations as to how to vote in respect
of the Merger.
