Icahn Remains Opposed to Proposed Blackstone Acquisition of Dynegy at $5.00 Per Share

NEW YORK, Nov. 16, 2010 /PRNewswire/ -- Carl Icahn today released this statement, indicating that he will be voting against the proposed acquisition of Dynegy by Blackstone for the following reasons:

• I believe that, even at $5.00 per share, the proposed Blackstone acquisition undervalues Dynegy.  Today's $.50 per share increase, coming only one day after Blackstone stated that the $4.50 price is "a full and fair valuation" reassures my belief that the Dynegy/Blackstone transaction leaves too much shareholder value on the table for Blackstone.  I have also considered that in a November 15, 2010 report JP Morgan stated that it is "introducing a December 2011 price target of $7, up from our prior December price target of $5.00."

• Under the merger agreement between Dynegy and Blackstone, Blackstone was granted the right to match a superior offer, and to enter into an exclusive arrangement with NRG, who before that time had been directly negotiating a potential transaction with Dynegy. Blackstone was also given expenses and breakup fees worth over 11% of the shareholder consideration.  In my opinion, all of these features of the proposed Dynegy/Blackstone transactions acted to discourage other potential bidders, reduce the value to be received by shareholders and strengthen my resolve to vote "no".  I believe that if the transaction is voted down, then in a new, open process, many bids would emerge for Dynegy assets, and I may myself be a bidder -- something I would not have done in the restrictive context of the Dynegy/Blackstone transaction, with its unprecedented breakup fee.

• I am not concerned about supposed "liquidity" issues at Dynegy and continue to stand by my previously announced proposal to make financing available to Dynegy.

For the above reasons, I plan to vote against this deal and go back to the drawing board at Dynegy.  I would then seek to press Dynegy to begin a new, open process to sell its assets, free of the elements that, in my opinion, have led to the undervalued proposal now before shareholders.

SOURCE Carl Icahn

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