ATLANTA and WAKE FOREST, N.C., Feb.
24, 2016 /PRNewswire/ -- Southern Company (NYSE: SO)
and PowerSecure International, Inc. (NYSE: POWR) today announced
that the boards of directors of both companies have approved a
definitive merger agreement through which Southern Company will
acquire PowerSecure, with PowerSecure becoming a wholly owned
subsidiary of Southern Company.
Southern Company believes that the advancement of distributed
infrastructure technologies – the very technologies in which
PowerSecure specializes through its unique business model –
helps meet customers' future energy needs as part of the full
portfolio of energy resources. These technologies typically receive
highest demand largely in markets outside of the Southeast, where
distributed infrastructure investments tend to provide greater
customer value. Through this natural evolution of the companies'
current business models, the combined company would be particularly
suited to address reliability concerns and promote technology
advances with a focus on the future.
As Southern Company and PowerSecure prepare for tomorrow, the
combination of one of America's leading energy companies with a
successful, customer-focused provider of differentiated energy
solutions and innovative energy infrastructure is designed to
expand Southern Company's opportunities to provide customized
energy products to customers.
"As energy technologies and customer expectations continue to
evolve, the electric utility business model is increasingly
expanding beyond the meter," said Southern Company Chairman,
President and CEO Thomas A. Fanning.
"Today there is demand for distributed infrastructure solutions
that best meet each customer's unique energy needs. With the
addition of PowerSecure to Southern Company, we're extending our
commitment to create America's energy future by tapping into
industry-leading expertise to deliver cutting-edge solutions to
energy consumers nationwide."
By acquiring a premier provider of distributed generation,
energy efficiency and utility infrastructure solutions, Southern
Company will be positioned to accelerate the ongoing expansion of
energy product offerings that are intended to provide customers
greater control of their energy use and will add complementary
technical depth in customer-located reliability and efficiency
technologies.
"Southern Company has earned a reputation as one of America's
premier utilities by deploying its technical expertise and
financial strength to best serve customers," said Sidney Hinton, chief executive officer of
PowerSecure. "These attributes, combined with Southern Company's
nationally recognized customer service, make Southern Company the
ideal partner for PowerSecure to deliver even greater value to our
customers. We are incredibly excited about the potential to
accelerate and expand our business as part of Southern Company as
we continue to serve our data center, hospital, utility and other
customers."
Under the terms of the agreement, PowerSecure's stockholders
will be entitled to receive $18.75 in
cash for each share of PowerSecure common stock in a transaction
with a purchase price of approximately $431
million.
After closing, the companies anticipate that PowerSecure's
operations, including its management team and corporate
headquarters, will continue to be based in Wake Forest, N.C.
Completion of the transaction is conditioned upon, among other
things, the approval of PowerSecure stockholders. The transaction
is also subject to the notification and clearance and reporting
requirements under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The companies expect to complete the transaction by the
end of the second quarter of 2016.
Jones Day, Gibson Dunn &
Crutcher LLP and Troutman Sanders LLP are serving as legal counsel
to Southern Company. J.P. Morgan Securities LLC is serving as the
exclusive financial advisor to PowerSecure and Wachtell, Lipton,
Rosen & Katz and Kegler Brown
Hill + Ritter are serving as legal counsel to
PowerSecure.
PowerSecure Conference Call
PowerSecure management will webcast a conference call at
5:30 p.m. ET on Wednesday, Feb. 24, 2016. To access the live
webcast, please log on to the investor section of the company's
website at http://www.powersecure.com.
The call can also be accessed by dialing 888-339-2688 (or
617-847-3007 if dialing internationally) and providing pass code
89811649. If you are unable to participate during the live webcast,
a replay of the conference call will be available approximately two
hours after the completion of the call through midnight on
March 9, 2016. To listen to the
replay, dial 888-286-8010 (or 617-801-6888 if dialing
internationally), and enter passcode 86873735. In addition, the
webcast will be archived on the company's website at
www.powersecure.com.
About Southern Company
With more than 4.5 million customers and approximately 46,000
megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is
the premier energy company serving the Southeast through its
subsidiaries. A leading U.S. producer of clean, safe, reliable and
affordable electricity, Southern Company owns electric utilities in
four states and a growing competitive generation company, as well
as fiber optics and wireless communications. Southern Company
brands are known for excellent customer service, high reliability
and affordable prices that are below the national average. Through
an industry-leading commitment to innovation, Southern Company and
its subsidiaries are inventing America's energy future by
developing the full portfolio of energy resources, including
nuclear, 21st century coal, natural gas, renewables and energy
efficiency, and creating new products and services for the benefit
of customers. Southern Company has been named by the U.S.
Department of Defense and G.I. Jobs
magazine as a top military employer, listed by Black Enterprise
magazine as one of the 40 Best Companies for Diversity and
designated a 2014 Top Employer for Hispanics by Hispanic Network.
The company earned the 2014 National Award of Nuclear Science and
History from the National Atomic Museum Foundation for its
leadership and commitment to nuclear development, and is
continually ranked among the top utilities in Fortune's annual
World's Most Admired Electric and Gas Utility rankings. Visit
www.southerncompany.com.
About PowerSecure
PowerSecure International, Inc. is a leading provider of utility
and energy technologies to electric utilities, and their
industrial, institutional and commercial customers. PowerSecure
provides products and services in the areas of Interactive
Distributed Generation ® (IDG®), solar
energy, energy efficiency and utility infrastructure. The company
is a pioneer in developing IDG® power systems with
sophisticated smart grid capabilities, including the ability to 1)
forecast electricity demand and electronically deploy the systems
to deliver more efficient, and environmentally friendly, power at
peak power times, 2) provide utilities with dedicated electric
power generation capacity to utilize for demand response purposes
and 3) provide customers with the most dependable standby power in
the industry. Its proprietary distributed generation system designs
utilize a range of technologies to deliver power, including
renewables. The company's energy efficiency products and services
include energy efficient lighting solutions that utilize LED
technologies to improve lighting quality, and the design,
installation and maintenance of energy conservation measures which
the company offers, primarily as a subcontractor, to large energy
service company providers, called ESCOs, for the benefit of
commercial, industrial and institutional customers as end users and
directly to retailers. PowerSecure also provides electric utilities
with transmission and distribution infrastructure maintenance and
construction services, and engineering and regulatory consulting
services. Additional information is available at
www.powersecure.com.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains forward-looking statements within
the meaning of and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are all statements other than statements
of historical facts, including but not limited to statements
concerning the expected benefits of the transaction, the expected
timing of the completion of the transaction, anticipated future
financial and operating results, and Southern Company's and
PowerSecure's future plans, objectives, expectations and
intentions. These forward-looking statements are often
characterized by the use of words such as "expect," "anticipate,"
"intend," "estimate," "plan," "believe," "may," "project,"
"potential," "forecast," "target," "guidance," "outlook," "should,"
"will," "could," "continue" and the negative or plural of these
words and other comparable terminology.
Although Southern Company and PowerSecure believe that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties and
undue reliance should not be placed on any forward-looking
statements. Forward-looking statements are not guarantees of
future performance or events and are subject to a number of known
and unknown risks, uncertainties and other factors that are
difficult to predict and could cause actual results to differ
materially from those expressed, projected or implied by such
forward-looking statements. Important risks, uncertainties and
other factors include, but are not limited to, the failure to
receive, on a timely basis or otherwise, the required approvals by
PowerSecure stockholders and government or regulatory agencies
(including the terms of such approvals); the risk that a condition
to closing of the merger may not be satisfied; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; the risk that the businesses
will not be integrated successfully; the possibility that the
anticipated benefits from the transaction cannot be fully
realized or may take longer to realize than expected; the
possibility that costs related to the integration of Southern
Company and PowerSecure will be greater than expected; the ability
to retain and hire key personnel and maintain relationships with
customers, suppliers or other business partners; the diversion of
management time on transaction-related issues; the on-going
uncertainty and inconsistency in the economy, financial markets and
business markets; the impact of legislative, regulatory and
competitive changes; and other risks, uncertainties and other
factors identified from time to time in in each of Southern
Company's and PowerSecure's reports filed with or furnished to the
Securities and Exchange Commission, including their most recent
Annual Report on Form 10-K, as well as subsequently filed Quarterly
Reports Form 10-Q and Current Reports on Form 8-K, copies of which
may be obtained by visiting the investor relations page of each
company's website or the SEC's website at www.sec.gov. There can be
no assurance that the transaction will in fact be
consummated.
Southern Company and PowerSecure caution that the foregoing list
of important factors that may affect future results is not
exhaustive. When relying on forward-looking statements to make
decisions with respect to Southern Company and PowerSecure,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. All
subsequent written and oral forward-looking statements concerning
the transaction or other matters attributable to Southern Company
or PowerSecure or any other person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
referenced above. The forward-looking statements contained herein
speak only as of the date of this release. Neither Southern Company
nor PowerSecure undertakes any duty or obligation to update or
revise any forward-looking statement for any reason, whether as the
result of changes in expectations, new information, future events,
conditions or circumstances or otherwise, except as may be required
by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the merger between Southern Company and
PowerSecure. In connection with the transaction, PowerSecure
intends to file relevant materials with the SEC, including a proxy
statement in preliminary and definitive form. INVESTORS OF
POWERSECURE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT POWERSECURE, SOUTHERN COMPANY AND THE MERGER.
Investors may obtain a free copy of these materials (when they are
available) and other documents filed by PowerSecure with the SEC at
the SEC's website at www.sec.gov, at PowerSecure's website at
www.powersecure.com or by sending a written request to PowerSecure
International, Inc., 1609 Heritage Commerce Court, Wake Forest, North Carolina 27587, attention:
Investor Relations. Security holders may also read and copy any
reports, statements and other information filed by Southern Company
and PowerSecure with the SEC, at the SEC public reference room at
100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference
room.
Participants in the Solicitation
Southern Company, PowerSecure and certain of their respective
directors, executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Southern Company's directors and
executive officers is available in Southern Company's proxy
statement filed with the SEC on April 10,
2015 in connection with its 2015 annual meeting of
stockholders, and information regarding PowerSecure's directors and
executive officers is available in PowerSecure's proxy statement
filed with the SEC on April 24, 2015
in connection with its 2015 annual meeting of stockholders. Other
information regarding persons who may be deemed participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
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SOURCE Southern Company
