UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
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o | | Preliminary Proxy Statement |
o | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | | Definitive Proxy Statement |
o | | Definitive Additional Materials |
þ | | Soliciting Material Pursuant to §240.14a-12 |
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TXU Corp. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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News Release | | ![(TXU LOGO)](https://capedge.com/proxy/DEFA14A/0000950134-07-015112/d48189d4818900.gif) |
FOR IMMEDIATE RELEASE
TXU Corp. Schedules Annual Meeting of Shareholders,
Vote on Proposed Merger
Dallas – July 12, 2007– TXU Corp.(NYSE: TXU)announced today that its 2007 Annual Meeting of Shareholders will be held at 9:30 a.m. Central time on Friday, September 7, 2007, at the Adam’s Mark Hotel, 400 North Olive Street, Dallas, Texas 75201. Shareholders of record as of the close of business on the record date of July 19, 2007 will be entitled to vote at the meeting and any adjournment thereof.
The meeting will include the shareholder vote on the proposed merger agreement that was announced on February 26, under which Texas Energy Future Holdings Limited Partnership — the holding company formed by Kohlberg Kravis Roberts & Co., TPG (formerly Texas Pacific Group) and other investors — would acquire TXU Corp. The closing of the merger is conditioned upon the receipt of required regulatory approvals and the approval of TXU Corp. shareholders. The meeting will also include the election of directors, the approval of the company’s independent auditor, and the consideration of two shareholder proposals.
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About TXU
TXU Corp., a Dallas-based energy holding company, has a portfolio of competitive and regulated energy subsidiaries, primarily in Texas, including TXU Energy, Luminant and Oncor. TXU Energy is a competitive retailer that provides electricity and related services to more than 2.1 million electricity customers in Texas. Luminant is a competitive power generation business, including mining, wholesale marketing and trading, construction and development operations. Luminant has over 18,300 MW of generation in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-fueled generation capacity. Luminant is also the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. Oncor is a regulated electric distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. Oncor operates the largest distribution and transmission system in Texas, providing power to three million electric delivery points over more than 101,000 miles of distribution and 14,000 miles of transmission lines. Visitwww.txucorp.com for more information about TXU Corp.
Additional Information and Where to Find It
In connection with the proposed merger of TXU Corp. (the “Company”) with Texas Energy Future Merger Sub Corp., a wholly-owned subsidiary of Texas Energy Future Holdings Limited Partnership (the “Merger”), the Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website athttp://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Corporate Secretary, TXU Corp., Energy Plaza, 1601 Bryan, Dallas, Texas 75201, telephone: (214) 812-4600, or from the Company’s website,http:www.txucorp.com.
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Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the preliminary proxy statement for the Company’s 2007 Annual Meeting of Shareholders, which was filed with the SEC on June 14, 2007. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the merger, which may be different than those of the Company’s shareholders generally, by reading the preliminary proxy statement filed with the SEC and other relevant documents regarding the Merger.
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Investor Relations: | | | | | | Corporate Communications: |
Tim Hogan 214.812.4641 | | Bill Huber 214.812.2480 | | Steve Oakley 214.812.2220 | | Lisa Singleton 214.812.5049 |
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