Comverge, Inc. (Nasdaq:COMV) ("Comverge") today announced that it
did not exercise its option to extend the "go shop" period during
which Comverge had been permitted to solicit alternative
acquisition proposals from third parties (the "Go Shop Period").
The Go-Shop Period accordingly expired on April 25, 2012 at 11:59
p.m., New York City time.
On April 11, 2012, Peak Holding Corp. ("Parent"), through its
wholly-owned subsidiary, Peak Merger Corp. ("Purchaser"), initiated
a cash tender offer to purchase all outstanding shares of common
stock of Comverge for $1.75 per share without interest and less any
applicable withholding and transfer taxes. The tender offer is
being made pursuant to an offer to purchase and related letter of
transmittal, each dated April 11, 2012, and a merger agreement
dated March 26, 2012 among Comverge, Parent and Purchaser (the
"Merger Agreement"). Pursuant to the Merger Agreement, after
completion of the tender offer and the satisfaction and waiver of
all conditions, Purchaser will merge with and into Comverge, with
Comverge continuing as the surviving corporation and a wholly-owned
subsidiary of Parent.
As previously disclosed in Comverge's
solicitation/recommendation statement on Schedule 14D-9, Comverge
has discussed the possibility of selling all or a part of itself
with potential parties on multiple occasions since the fall of
2010. Under the terms of the Merger Agreement, Comverge was
permitted to continue to engage in solicitation activities for up
to 30 calendar days after March 26, 2012. During the Go-Shop
Period, Comverge, through its financial advisor J.P Morgan
Securities LLC ("J.P. Morgan"), contacted separate and multiple
strategic and financial entities that were identified as
potentially interested parties, entered into confidentiality
agreements with certain parties, and engaged in discussion with the
parties that executed confidentiality agreements regarding the
Company and its business in order to solicit from those parties
proposals to acquire Comverge. Comverge provided the parties that
entered into confidentiality agreements with access to non-public
financial and other information regarding Comverge, including
access to an on-line data room. Comverge's management and legal
advisors also conducted multiple presentations on its business and
prospects, during which times they responded to questions of
participants. Two interested parties conducted substantial due
diligence.
Despite the broad solicitation and access to and interactions
with Comverge's management and its legal and financial advisors,
all of the parties with whom Comverge conducted discussions have
indicated that they will not make an acquisition proposal that
would potentially lead to a Superior Proposal (as defined in the
Merger Agreement) Accordingly, Comverge chose not to extend
the Go-Shop Period, which ended at 11:59 p.m., New York City time,
on April 25, 2012. Comverge has no further opportunity to
extend the Go-Shop Period.
Currently, the tender offer will expire at 12:00 midnight, New
York City time, on the end of May 8, 2012, unless extended in
accordance with the Merger Agreement. The closing of the tender
offer remains subject to certain conditions described in the tender
offer statement on Schedule TO filed with the Securities and
Exchange Commission on April 11, 2012 and as subsequently amended.
The Comverge Board of Directors strongly recommends that the
holders of shares of Comverge's common stock tender their shares in
the offer, as it believes the transaction with Parent and Purchaser
continues to be in the best interest of Comverge stockholders.
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 how many of Comverge's stockholders
will tender their stock in the tender offer, the possibility that
competing offers will be made, unexpected costs or liabilities, and
the possibility that various closing conditions for the transaction
may not be satisfied or waived. 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: Jason Cigarran
Vice President, Marketing and Investor Relations
Comverge, Inc.
678-823-6784
jcigarran@comverge.com
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