09.07.07

TXU Shareholders Approve Merger
DALLAS, TX -

TXU Corp. (NYSE: TXU) today announced that its shareholders have approved the merger agreement with Texas Energy Future Holdings Limited Partnership (TEF). TEF was formed by a group of investors led by Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group (TPG) to facilitate the merger.

More than 340 million shares, or over 74 percent of the 461 million total outstanding shares of TXU Corp. common stock, were voted in favor of the adoption of the merger agreement. Approval required a vote of two-thirds of the outstanding shares. Of the shares voted, over 95 percent voted in favor of the merger.

Under the terms of the merger agreement, upon close of the merger, TXU shareholders will be entitled to $69.25 in cash for each share of TXU common stock held. The merger, which requires approval by the Nuclear Regulatory Commission and completion of other customary closing conditions, is expected to close in the fourth quarter of 2007.

“We are pleased that the shareholders have demonstrated with their votes that they agree with the board’s recommendation that the merger is in their best interests,” said TXU Corp. chairman and CEO C. John Wilder. “We will remain diligent in our efforts to obtain the additional regulatory approval and to close the transaction as soon as possible.”

Additionally, at today’s Annual Meeting, it was announced that TXU shareholders elected the following directors: Leldon E. Echols, Kerney Laday, Jack E. Little, Gerardo I. Lopez, J.E. Oesterreicher, Michael W. Ranger, Leonard H. Roberts, Glenn F. Tilton, and C. John Wilder.

Shareholders also approved the selection of Deloitte & Touche LLP as TXU Corp.’s independent auditor for the year 2007 and rejected two shareholder proposals - one related to TXU Corp.’s adoption of quantitative goals for emissions at its existing and proposed generating plants, and another requesting a report on TXU’s political contributions and expenditures.

* * *

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 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. Visit http://www.txucorp.com/ for more information about TXU Corp.

Forward Looking Statements

This release contains forward-looking statements, which are subject to various risks and uncertainties. Discussion of risks and uncertainties that could cause actual results to differ materially from management's current projections, forecasts, estimates and expectations is contained in TXU Corp.’s filings with the Securities and Exchange Commission (SEC). Specifically, TXU makes reference to the section entitled “Risk Factors” in its annual and quarterly reports. In addition to the risks and uncertainties set forth in the TXU SEC reports or periodic reports, the proposed transactions described in this release could be affected by, among other things, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that have been or may be instituted against TXU and others related to the merger agreement; and failure to satisfy other conditions required to complete the transactions contemplated by the merger agreement, including required regulatory approvals.

Media
Lisa Singleton
214-812-5049


Investor Relations
Tim Hogan
214-812-4641

Bill Huber
214-812-2480


Back to the News Releases Index

TXU Energy (REP Certificate No. 10004) and Luminant are not the same company as Oncor Electric Delivery and are not regulated by the Public Utility Commission of Texas, and you do not have to buy TXU Energy's or Luminant's products to continue to receive quality regulated services from Oncor Electric Delivery.