Comverge, Inc. (Nasdaq:COMV) ("Comverge" or "the Company") today
issued a letter to its stockholders from the Comverge Board of
Directors. The full text of the letter is below:
May 1, 2012
Dear Fellow Stockholder,
We, the Board of Directors of Comverge, Inc., urge you to
approve the transaction with Peak Merger Corp. and Peak Holding
Corp, each of which is an affiliate of H.I.G. Capital, LLC, by
tendering your shares into the offer. The Board believes the
transaction with H.I.G. Capital's affiliates, which we refer to
herein as the "H.I.G. Capital transaction," continues to be in the
best interest of Comverge's stockholders.
THE H.I.G. CAPITAL TRANSACTION IS THE
CULMINATION OF AN EXTENSIVE REVIEW OF FINANCING AND STRATEGIC
ALTERNATIVES TO MAXIMIZE VALUE FOR COMVERGE STOCKHOLDERS. THE
H.I.G. CAPITAL TRANSACTION IS THE ONLY OFFER AVAILABLE TO COMVERGE
STOCKHOLDERS.
IF THE H.I.G. CAPITAL TRANSACTION IS NOT
SUCCESSFULLY COMPLETED, YOUR EXISTING INVESTMENT IN COMVERGE MAY BE
AT SERIOUS RISK AND, WHILE THE OUTCOME IS UNCERTAIN, YOU MAY END UP
RECEIVING NOTHING FOR YOUR SHARES.
Since the fall of 2010, Comverge has actively sought additional
capital financing necessary to support the execution of the
Company's business plan and has explored a variety of financing
alternatives and strategic alternatives. From the fall of 2010
through March 2012, the Company engaged J.P. Morgan Securities LLC
("J.P. Morgan"), Robert W. Baird and Co., and UBS Securities LLC as
financial advisors with the objective of raising additional capital
for the Company or pursuing other strategic alternatives including
a sale of the Company. J.P. Morgan and Robert W. Baird and Co
approached numerous sources of capital and potential acquirers
without success. For over 18 months, the Board has considered a
variety of alternatives, including continuing to operate as a
stand-alone company, financing the Company through the issuance of
additional equity or debt, selling various Company assets and
selling the Company as a whole. After considering the results
of the exploration of such alternatives and the Company's cash
needs and debt situation, the entire Comverge Board
(including three directors that were nominated by a major
Comverge stockholder and who joined the Board in
February), acting upon the unanimous
recommendation of the Strategy Committee of the Board that was
formed to explore financing and strategic alternatives and
comprised entirely of independent directors has approved the
definitive merger agreement with Peak Merger Corp. and Peak Holding
Corp. (the "Merger Agreement").
In addition to its extensive pre-signing solicitation and review
of financing and strategic alternatives from the fall of 2010
through March of 2012, Comverge solicited alternative proposals
from third parties during a 30 day go-shop period following the
date of the merger agreement with affiliates of H.I.G.
Capital. During the go-shop period, Comverge, through its
financial advisor, J.P Morgan contacted 50 strategic and financial
entities that were identified as potentially interested parties,
and engaged in detailed discussions with the 4 parties who executed
confidentiality agreements. These parties were provided 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 for such parties, and responded to
questions of participants. Despite the broad
solicitation process and access provided to Comverge's management
and legal advisors as well as to J.P. Morgan, each of the parties
with whom Comverge conducted discussions during the go-shop period
has indicated that it will not make an acquisition proposal that
would potentially lead to a Superior Proposal (as defined in the
Merger Agreement).
PRESERVE THE VALUE OF YOUR
INVESTMENT
DUE TO THE COMPANY'S INABILITY TO RAISE
SUFFICIENT DEBT OR EQUITY CAPITAL OVER THE PRIOR 18 MONTHS,
INCLUDING FROM CERTAIN LARGE STOCKHOLDERS IN RECENT MONTHS, THE
STRATEGY COMMITTEE OF THE BOARD BELIEVES THAT ABSENT AN H.I.G.
CAPITAL TRANSACTION IT WOULD BE HIGHLY UNLIKELY THAT VIABLE,
IMMEDIATE FINANCING FROM OTHER SOURCES WOULD BE AVAILABLE
.
The H.I.G. Capital transaction has provided Comverge with
immediate capital to fund ongoing operations while also providing
immediate liquidity to stockholders at an 18% premium to the 30 day
average closing price preceding the execution of the Merger
Agreement. If the transaction with H.I.G. Capital is not
consummated, Comverge believes it would be necessary to raise in
excess of $40 million of new capital to replace the current debt
structure and allow for sufficient liquidity to operate the
business in the normal course. Comverge does not believe that
it would be able to raise the necessary capital in time to fund
continuing operations, which would place existing stockholder
investment in the Company significantly at risk.
The Board believes the Company's current financial
position and the lack of viable, immediate financing alternatives
makes the H.I.G. Capital transaction the only prospect for
preserving and maintaining stockholder value. In
particular, when considering H.I.G. Capital's offer and making its
recommendation, the Strategy Committee of the Board, acting with
the advice and assistance of its legal advisors and Houlihan Lokey
Capital, Inc., considered, among other things:
- The Company's first quarter 2012 projections and the going
concern qualification by the Company's auditors, each of which
would have resulted in a triggering of defaults under the Grace Bay
and SVB debt covenants, would have allowed both lenders to attempt
to foreclose on the Company's indebtedness;
- The Company's failure to obtain relief from either Grace Bay or
SVB on or otherwise restructure its debt covenants and borrowing
base calculations;
- The Company's failure to achieve the minimum revenues set forth
in the Grace Bay loan agreement, which permitted Grace Bay to
amortize the amounts owed by the Company under the loan, which
would thereby further exacerbate the Company's tenuous cash
position;
- The Company's inability to obtain short-term debt or equity
financing necessary to repay the amounts due to Grace Bay and SVB
following the anticipated defaults under the Grace Bay and SVB debt
covenants; and
- The terms of the Grace Bay loan agreements that provided Grace
Bay with approval rights regarding any acquisition of the Company
and gave the Company no ability to repay the amounts outstanding
under the Grace Bay loan without the lender's consent.
THE $1.75 PER SHARE OFFER IS
IN THE BEST INTEREST OF COMVERGE'S STOCKHOLDERS
The Board believes that, in light of the complete lack of any
other offer to acquire the Company or provide the financing
necessary to fund the operations of the Company despite the
Company's extensive efforts and the Company's current financial
position, the H.I.G. Capital offer is in the best interest of the
Comverge stockholders. In reaching its determination, the
Board took into account the opinion of Houlihan Lokey as to the
fairness from a financial point of view, as of March 24, 2012, of
the consideration to be received pursuant to the Merger Agreement
by the Company's unaffiliated holders of its common stock. The
full text of the opinion, and a description of it, is included in
the Company's Solicitation/Recommendation Statement on Schedule
14D-9 dated April 12, 2012, as amended on April 26, 2012 and May 1,
2012.
THE COMVERGE BOARD URGES STOCKHOLDERS TO
TENDER THEIR SHARES INTO THE H.I.G. CAPITAL OFFER BEFORE THE MAY
8TH DEADLINE
We are pleased to have reached an agreement with H.I.G. Capital
that will best position Comverge for long-term success, while at
the same time providing a return to stockholders. The
Comverge Board urges you to protect your investment and tender your
shares into the H.I.G. Capital offer as soon as possible, to ensure
your shares are validly received in advance of the May 8th
deadline.
If you have any questions or need assistance tendering your
shares, please contact D.F. King & co., Inc., by calling:
(212) 269-5550 for bankers and brokers, and
(800) 967-7921 for all others.
Thank you for your support.
Sincerely,
The Comverge Board of Directors
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, Peak
Merger Corp., an affiliate of H.I.G. Capital, LLC, will complete a
second-step merger in which any remaining common shares of Comverge
(other than shares held by Comverge, Peak Merger Corp., Peak
Holding Corp. or any of their wholly-owned subsidiaries, and shares
held by stockholders who properly demand appraisal rights) will be
converted into the right to receive the same per share price paid
in the offer.
The tender offer will expire at 12:00 midnight, New York City
time, on 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 H.I.G. Capital 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 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: Jason Cigarran
Vice President, Marketing and Investor Relations
Comverge, Inc.
678-823-6784
jcigarran@comverge.com
Grafico Azioni Comverge, Inc. (MM) (NASDAQ:COMV)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Comverge, Inc. (MM) (NASDAQ:COMV)
Storico
Da Giu 2023 a Giu 2024