JUNO BEACH, Fla. and HOUSTON, Tex. – FPL Group, Inc. (NYSE:FPL) and GEXA Corp. (Nasdaq:GEXA) announced today that FPL Group, Inc. for the benefit of its wholly-owned subsidiary, FPL Energy, LLC, has entered into a definitive agreement for the acquisition of GEXA Corp., one of the fastest growing retail electricity providers in Texas, serving approximately 800 megawatts of load associated with over 100,000 small commercial and residential customers throughout the state.
Under terms of the agreement, which values GEXA at approximately $80.6 million, each of GEXA’s outstanding shares (on a fully-diluted basis) will be exchanged for $6.88 per share payable in FPL Group, Inc. common stock. The acquisition, which will be accounted for as a purchase, is expected to be accretive to FPL Group’s 2005 earnings and is expected to close by early third quarter 2005.
The transaction is subject to customary conditions, including GEXA shareholder approval, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and a minimum level of working capital at GEXA prior to closing. Certain directors and officers of GEXA, holding approximately 36 percent of GEXA’s outstanding common stock, including its chairman and chief executive officer, have agreed to vote their shares in favor of the transaction. Neil Leibman will continue as president of the business subsequent to the closing.
“GEXA is a fast growing, profitable company that will provide us with an entry into the Texas retail market,” said Jim Robo, president of FPL Energy. “This transaction will enhance our commercial capabilities, aid in hedging a portion of our generation in Texas and expand our reach across the energy value chain in the state.”
Neil Leibman, chairman and chief executive officer of GEXA said, “This transaction provides GEXA the opportunity to continue its rapid growth and we look forward to becoming a part of the FPL Group team.”
FPL Energy currently owns and operates nearly 3,500 megawatts of generating capacity in Texas including two natural gas-fired generating assets in North Texas near the fast growing Dallas market and more than 750 net megawatts of wind generation in West Texas.
“This transaction expands our ability to provide additional offerings in Texas and will enable us to further leverage our Texas generation assets,” said Mark Maisto, president of FPL Energy’s Power Marketing, Inc.
FPL Energy is a leading wholesale generator utilizing clean fuels such as natural gas, wind, solar, hydroelectric and nuclear to generate electricity. It is the nation's leader in wind energy, with 44 wind facilities in operation in 15 states. It is a subsidiary of FPL Group, one of the nation's largest providers of electricity-related services. FPL Group's principal subsidiary is Florida Power & Light Company, one of the nation's largest electric utilities, serving more than 4.2 million customer accounts in Florida. Additional information is available on the Internet at www.FPLEnergy.com, www.FPLGroup.com and www.FPL.com.
GEXA Energy is a retail electricity provider currently serving residential and commercial customers in Texas and it has begun serving commercial customers in Massachusetts. The company offers customers in restructured retail energy markets competitive prices, pricing choices and customer friendly service.
ADDITIONAL INFORMATION ON TRANSACTION
FPL Group will be filing a registration statement on Form S-4, including GEXA’s proxy statement and FPL Group’s prospectus and other relevant documents with the Securities and Exchange Commission concerning the proposed transaction. You are urged to read the registration statement containing the proxy statement/prospectus and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information about FPL Group, GEXA and the transaction.
Once filed, you may obtain the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC's web site, www.sec.gov. In addition, once they have been filed with the SEC, the proxy statement/prospectus and these other documents may also be obtained for free from FPL Group by directing a request to FPL Group, Inc. 700 Universe Blvd., Juno Beach, Florida, 33408, Attention: Investor Relations and from GEXA by directing a request to GEXA Corp., 20 Greenway Plaza, Suite 600, Houston, Texas, 77046, Attention: Dave Holman.
FPL Group, GEXA and their respective directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of GEXA in connection with the transaction. Information about the directors and executive officers of FPL Group is set forth in its proxy statement for its 2004 annual meeting of shareholders and its annual report on Form 10-K for the fiscal year ended 2004 and information about the directors and executive officers of GEXA and their ownership of GEXA stock is set forth in the report on Form 8-K of GEXA filed March 28, 2005 and the ownership reports of such persons on Schedule 13D and Forms 3 and 4 filed with the SEC. Investors may obtain additional information regarding the interests of such potential participants by reading the proxy statement/prospectus when it becomes available.
FPL GROUP CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) are hereby filing cautionary statements identifying important factors that could cause FPL Group's or FPL's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of FPL Group and FPL in this press release, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, believe, could, estimated, may, plan, potential, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause FPL Group's or FPL's actual results to differ materially from those contained in forward-looking statements made by or on behalf of FPL Group and FPL.
Any forward-looking statement speaks only as of the date on which such statement is made, and FPL Group and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements:
The issues and associated risks and uncertainties described above are not the only ones FPL Group and FPL may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair FPL Group's and FPL's businesses in the future.
GEXA CAUTIONARY STATEMENT
This press release includes “forward-looking statements” regarding GEXA within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are subject to certain risks, trends, and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are GEXA’s estimate of the sufficiency of existing capital sources, GEXA’s ability to raise additional capital to fund future operations, GEXA’s assumptions regarding the competitive restructuring and deregulation of the electricity market, GEXA’s competition from utility companies, GEXA’s dependence on the services of certain key personnel and GEXA’s ability to manage its growth successfully. In particular, careful consideration should be given to cautionary statements made in the various reports GEXA Corp. files with the Securities and Exchange Commission. GEXA undertakes no duty to update or revise these forward-looking statements.
Journalists can reach a NextEra Energy spokesperson 24 hours a day, 7 days a week.
561-694-4442
Sign up to receive press release email alerts.