Merger Transaction

Catalytica Energy Systems and the Renewable Energy Divisions of NZ Legacy are now ...

RENEGY HOLDINGS, INC. (NASDAQ: RNGY)

— The Future of Clean, Renewable and Sustainable Energy Production —

At a Special Meeting held on September 27, 2007, stockholders of Catalytica Energy Systems, Inc. (formerly NASDAQ: CESI) approved the business combination of Catalytica Energy Systems with the renewable energy divisions of NZ Legacy, LLC (an Arizona land, mineral and energy development company), which include Snowflake White Mountain Power, LLC, Renegy, LLC, and Renegy Trucking, LLC, businesses engaged in creating and operating renewable energy power projects and harvesting biomass fuel.

The transaction closed on October 1, 2007 and the combined companies now operate under the name Renegy Holdings, Inc. 

Under the terms of the Contribution and Merger Agreement, outstanding shares of Catalytica Energy Systems common stock at 12:01 a.m. Eastern Time on October 1, 2007 have been converted into the right to receive new shares of Renegy common stock at the exchange ratio of one share of Renegy common stock for every seven shares of Catalytica Energy Systems common stock held at the effective time of the merger. In light of the exchange ratio and the issuance of new shares of Renegy common stock to the Robert M. Worsley and Christi M. Worsley Revocable Trust, Renegy commenced trading on October 1, 2007 with approximately 6.4 million shares of common stock outstanding.

Shares of Renegy common stock issued to stockholders of Catalytica Energy Systems at the effective time of the merger were freely transferable upon initiation of trading. Shares of Catalytica Energy Systems common stock held by beneficial owners at the effective time of the merger are being electronically converted by the Depository Trust Company to reflect the new ownership of Renegy common stock. Registered holders of Catalytica Energy Systems common stock will receive written instructions from the Company’s transfer agent Mellon Investor Services LLC for the surrender of their stock certificates in exchange for new stock certificates associated with the common stock of Renegy Holdings, Inc.

Upon the closing of the merger, Bob Worsley, chairman and CEO of Renegy, stated “We are pleased with the strong stockholder support we received for the merger transaction with approximately 74% of the total votes cast, and the overwhelming majority of stockholders, in favor of the business combination. The closing of this transaction paves the way for us to execute a rapid growth strategy towards our goal of becoming the leading biomass energy provider in North America and a premiere provider of cost-effective emissions compliance solutions for the coal-fired power industry. I am delighted to have the opportunity to take the helm of a vibrant new company that is poised to capitalize on the large and growing clean energy market, and look forward to a successful integration of our businesses over the coming months.”

To access additional information relating to the transaction, including an electronic copy of the proxy materials, please click on the links provided to the left of this page.

The information and documents included on this page contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created therein. These statements include, but are not limited to, those regarding the completion of construction and commissioning of the SWMP biomass power plant and its ability to begin producing electrical power in the first half of 2008; the financial effects of the merger, including accretion to earnings and cash flows and the combined company’s financial stability, the ability of the combined company to execute future power projects, demand for renewable energy and fuel sources for the biomass plant. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include, among others, delays in the completion and commissioning of the SWMP plant; diversion of management’s attention away from other business concerns; the assumption of any undisclosed or other liabilities in connection with the transaction; the risks associated with the development, generally, of the combined company’s overall strategic objectives; the ability of the combined company to build additional value in its business; the existence of unanticipated technical, commercial or other setbacks related to the combined company’s products and services, including construction delays and the ability of the combined company to secure adequate fuel for the biomass plant; changes in the environmental requirements relating to certain emissions; and the other risks set forth in the Company’s Registration Statement on Form S-4 relating to the Transaction, filed with the Securities and Exchange Commission. Further, we expect to incur substantial transaction and merger related costs associated with completing the merger and combining the operations of the two companies. Expected benefits of the merger may not be achieved in the near term, or at all. The combined company will have a significant amount of debt as a result of the merger. This debt will require us to use cash flow to repay indebtedness, may have a material adverse effect on our financial health, and may limit our future operations and ability to borrow additional funds, including funds for new projects. In addition, a trust controlled by Bob Worsley will own a controlling interest in the Company and will be able to exert significant influence over the business of the Company. The Company undertakes no obligation to update any forward-looking statements to reflect new information, events, or circumstances occurring after the date of these documents.