e425
Filed by RRI Energy, Inc.
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
RRI Energy, Inc. (File No.: 1-16455)
Subject Company: Mirant Corporation (File No: 1-16107)
Joint CEO Video Script
[shot with both CEOs seated in chairs, side-by-side]
Ed Muller:
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Hello, everyone, and thank you for watching today. I am Ed Muller, Chairman and Chief
Executive of Mirant. |
Mark Jacobs:
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And I am Mark Jacobs, President and Chief Executive of RRI Energy. |
Ed Muller:
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We both wanted you to hear directly from us about the exciting news we announced today. |
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Mirant and RRI Energy have entered into a merger agreement that will result in the
combination of our two companies. The new entity will be called GenOn Energy. We will be one
of the largest independent power producers in the United States with over 24,700 megawatts of
capacity. |
Mark Jacobs:
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We are very excited about this transformational opportunity and couldnt be more optimistic
about our future together. |
[pan to solo shot of Ed Muller]
Ed Muller:
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Let me give you a few reasons why we think this combination is compelling. |
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This is a true merger of equals that brings together two highly complementary
companies. |
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Mark and I agree that were a good fit both culturally and operationally. We share a
common strategic vision as well as a focus on operational excellence. |
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We are of similar size and financial strength and our fleets have little overlap. |
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The new company will be a larger, stronger, and more diversified organization. |
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We expect the combination to be able to realize substantial savings. |
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Well have a more diversified generation fleet and increased scale, with a stronger
position in key geographic markets. GenOn will be strategically well positioned with
significant operations across the Mid-Atlantic, the Northeast, California, the Southeast and
the Midwest. |
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Well also benefit from a stronger balance sheet, including a solid cash position and ample
liquidity. The merged company will have the financial strength and flexibility to navigate
successfully through industry cycles. |
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These resources will allow us to take advantage of new opportunities in the market as
fundamentals improve. |
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I want to emphasize that this is not a change in direction, but rather a faster way to get
to where we were already going, together. |
[pan to solo shot of Mark Jacobs]
Mark Jacobs:
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Together, Ed and I are committed to ensuring that we leverage the best of both companies.
We feel strongly that the core values of the two companies are closely aligned. Our goal in
the integration is to harness the best from both organizations. |
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The leadership will include individuals from both Mirant and RRI Energy. |
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GenOns Board of Directors will have equal representation from both companies. |
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Ed will be GenOns chairman and CEO and I will be the president and COO and am to succeed
Ed as CEO in 2013 when he plans to retire. |
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Bill Holden from Mirant will be chief financial officer and Mike Jines from RRI Energy will
be general counsel. |
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Dave Freysinger from RRI Energy will manage plant operations while Robert Gaudette from
Mirant will oversee commercial operations. |
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And Anne Cleary from Mirant will be responsible for asset management. |
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The remainder of the leadership and further decisions about GenOns structure will be among
the first things we work through as we plan the integration. |
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In many ways, this process has already begun. An Integration Steering Committee will be
co-chaired by Bill Holden and me. |
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We will be working hard throughout this next period to get ready for closing, which we
expect to happen before the end of this year. |
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So, Im sure youre wondering what happens next. Until the merger is completed, it is
important that we continue to operate as two independent companies. For the vast majority of
you, little will change in your day-to-day work. |
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In the meantime, we will keep you updated about new developments. |
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Both Ed and I agree the most effective thing for all of you to do is proceed with business
as usual and continue to give your best. All of our existing commitments, plans and goals
remain in place. |
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We understand that you surely will have questions. RRI Energy and Mirant will both be
holding meetings at our respective headquarters this week to talk more about the merger. You
can find details of those meetings through your usual communications channels, and we look
forward to speaking with you there. |
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Let me finish by saying that I look forward to the exciting opportunities ahead as we join
forces to create a truly great company. |
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Ed... |
[pan to both CEOs]
Ed Muller:
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Thank you for your time today, and for your commitment over the years. It is your
dedication and hard work that have brought us to the position where this transaction was
possible. |
# # #
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or
phrases such as will, anticipate, estimate, expect, project, intend, plan, believe,
target, forecast, and other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. RRI Energy and Mirant caution readers that
any forward-looking statement is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking statement. Such
forward-looking statements include, but are not limited to, statements about the benefits of the
proposed merger involving RRI Energy and Mirant, including future financial and operating results,
RRI Energys and Mirants plans, objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are set forth in RRI Energys and Mirants filings with the Securities
and Exchange Commission. These include risks and uncertainties relating to: the ability to obtain
the requisite RRI Energy and Mirant shareholder approvals; the risk that Mirant or RRI Energy may
be unable to obtain governmental and regulatory approvals required for the merger, or required
governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; the risk that a condition to closing
of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time on merger-related issues;
general worldwide economic conditions and related uncertainties; and the effect of changes in
governmental regulations; and other factors discussed or referred to in the Risk Factors section
of each of RRI Energys and Mirants most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Each forward-looking statement speaks only as of the date of
the particular statement and neither RRI Energy nor Mirant undertake any obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or
otherwise.
Additional Information And Where To Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. In
connection with the proposed merger between RRI Energy and Mirant, RRI Energy will file with the
SEC a Registration Statement on Form S-4 that will include a joint proxy statement of RRI Energy
and Mirant that also constitutes a prospectus of RRI Energy. RRI Energy and Mirant will distribute
the joint proxy statement/prospectus to their respective shareholders. RRI Energy and Mirant urge
investors and shareholders to read the joint proxy statement/prospectus regarding the proposed
merger when it becomes available, as well as other documents filed with the SEC, because they will
contain important information. You may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SECs website (www.sec.gov). You may also obtain these
documents, free of charge, from RRI Energys website (www.rrienergy.com) under the tab Investor
Relations and then under the heading Company Filings. You may also obtain these documents, free
of charge, from Mirants website (www.mirant.com) under the tab Investor Relations and then under
the heading SEC Filings.