NORCROSS, Ga., April 26, 2012 (GLOBE NEWSWIRE) -- 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
Source: Comverge, Inc.
News Provided by Acquire Media
distributed by
|