Comverge, Inc. Provides Update on Transaction With H.I.G. Capital
May 08 2012 - 12:05PM
Delaware Court Denies Plaintiffs' Attempt
to Enjoin Transaction
Board of Directors Urges Comverge
Stockholders to Tender Their Shares Into H.I.G. Capital
Offer—Tender Offer Expires Tonight at Midnight
Comverge, Inc. (Nasdaq:COMV) ("Comverge") today announced that the
Delaware Court of Chancery has ruled in favor of Comverge, its
Board of Directors and H.I.G. Capital, L.L.C. at a preliminary
injunction hearing in a class action suit challenging the pending
transaction between Comverge and H.I.G. Capital. The Court denied
Plaintiffs' Motion for Preliminary Injunction in its entirety after
determining that Plaintiffs failed to demonstrate a reasonable
likelihood of succeeding on the merits of their claim that the
Comverge directors breached their fiduciary duties and that H.I.G.
aided and abetted any breach of fiduciary duties.
"We're pleased that the Court has rejected Plaintiffs' arguments
regarding the process the Board has undertaken throughout our
liquidity challenge in determining to not enjoin the H.I.G.
transaction. In turn, we will continue on the path towards
closing the transaction with H.I.G.," said Alec Dreyer, Comverge's
Chairman of the Board of Directors. "The H.I.G. Capital
transaction is the culmination of an extensive review of financing
and strategic alternatives to maximize value for Comverge
stockholders. If the H.I.G. Capital transaction is not
successfully completed, stockholders' existing investment in
Comverge may be at serious risk and, while the outcome is
uncertain, there is a growing probability as time passes that they
may end up receiving nothing for their shares. Our Board of
Directors believes that the transaction with H.I.G. Capital is in
the best interests of our stockholders and strongly recommends that
the stockholders tender their shares into the offer immediately, as
the tender offer is scheduled to close tonight at midnight."
Upon the successful closing of the tender offer, stockholders of
Comverge will receive $1.75 in cash for each share of the common
stock of the Company tendered in the offer, without interest and
less any applicable withholding taxes. Following completion
of the tender offer, pursuant to the terms of the merger agreement,
H.I.G. Capital expects to complete a second-step merger in which
any remaining common shares of Comverge will be converted into the
right to receive the same per share price paid in the offer.
Completion of the transaction is subject to customary
conditions, including, but not limited to, a majority of the
outstanding shares of common stock having been validly tendered and
not withdrawn prior to the expiration of the tender offer. The
tender offer is not subject to any financing condition.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time, at the end of the day on May 8,
2012, unless extended or earlier terminated.
About Comverge
With more than 500 utility and 2,100 commercial customers, as
well as five million residential deployments, Comverge brings
unparalleled industry knowledge and experience to offer the most
reliable, easy-to-use, and cost-effective intelligent energy
management programs. We deliver the insight and control that
enables energy providers and consumers to optimize their power
usage through the industry's only proven, comprehensive set of
technology, services and information management solutions.
For more information, visit www.comverge.com.
Additional Information and Where to Find It
This communication is neither an offer to purchase nor a
solicitation of an offer to sell securities. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND
THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender
offer statement on Schedule TO, as amended, has been filed by Peak
Merger Corp. and Peak Holding Corp. with the SEC, and the
solicitation/recommendation statement on Schedule 14D-9, as
amended, has been filed by Comverge with the SEC. The tender
offer statement (including an offer to purchase, forms of letter of
transmittal and other offer documents) and the
solicitation/recommendation statement were mailed to the Company
stockholders. Investors and stockholders may also obtain a
free copy of these statements and other documents filed by Peak
Merger Corp. and Peak Holding Corp. or by Comverge with the SEC at
the website maintained by the SEC at www.sec.gov. The tender offer
statement and related materials, solicitation/recommendation
statement, and such other documents may be obtained free of charge
by directing such requests to D. F. King & Co., Inc., the
information agent for the tender offer, at (212) 269-5550 for banks
and brokers or (800) 967-7921 for stockholders and all others, or
to Comverge at Comverge, Inc. Attention: Matthew H. Smith, Senior
Vice President and General Counsel, 5390 Triangle Parkway, Suite
300, Norcross, Georgia 30092; or by calling Matthew H. Smith,
Senior Vice President and General Counsel, at (678) 392-4954.
Forward Looking Statements
This communication contains forward-looking statements. The
forward-looking statements in this communication are not and do not
constitute historical facts, do not constitute guarantees of future
performance and are based on numerous assumptions which, while
believed to be reasonable, may not prove to be accurate. Those
statements include statements regarding the intent, belief or
current expectations of Comverge and members of its management
team, as well as the assumptions on which such statements are
based, and generally are identified by the use of words such as
"may," "will," "seeks," "anticipates," "believes," "estimates,"
"expects," "plans," "intends," "should" or similar expressions.
Forward-looking statements are not guarantees of future events and
involve risks and uncertainties that actual events may differ
materially from those contemplated by such forward-looking
statements. Many of these factors are beyond the ability of
Comverge to control or predict. Such factors include, but are not
limited to, uncertainties as to the Company's current and future
financial condition and liquidity. Other factors that may cause
actual results to differ materially include those set forth in the
reports that Comverge files from time to time with the SEC,
including its annual report on Form 10-K for the year ended
December 31, 2011 and quarterly and current reports on Form 10-Q
and Form 8-K, as well as the tender offer documents being filed by
Peak Merger Corp. and Peak Holding Corp. and the
solicitation/recommendation statement being filed by Comverge.
These forward-looking statements reflect the expectations of
Comverge as of the date hereof. Comverge does not undertake any
obligation to update the information provided herein.
CONTACT: For Additional Information
Jason Cigarran
Vice President, Marketing and Investor Relations
Comverge, Inc.
678-823-6784
jcigarran@comverge.com
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