Comverge and H.I.G. Capital Announce Satisfaction of the Minimum Condition in the Tender Offer for Shares of Comverge, Inc., ...
May 10 2012 - 8:35AM
Comverge, Inc. (Nasdaq:COMV) ("Comverge" or the "Company") and
H.I.G. Capital, LLC ("H.I.G."), a leading global private equity
investment firm, today announced the satisfaction of the minimum
condition of the tender offer for all of the outstanding shares of
common stock of Comverge by Peak Merger Corp. ("Peak") and Peak
Holding Corp. ("Holding"), both affiliates of H.I.G., for $1.75 per
share in cash, without interest and less any applicable withholding
taxes. The offering period expired at 5:00 p.m., New York City
time, on Wednesday, May 9, 2012.
The depositary for the tender offer has advised that, as of the
expiration time, 14,407,789 shares of Comverge common stock had
been validly tendered and not withdrawn, including 744,898 shares
that had been tendered pursuant to notices of guaranteed delivery,
representing approximately 52.2% of the outstanding shares of the
Company. All such shares have been accepted for payment in
accordance with the terms of the tender offer, including the shares
that were tendered pursuant to notices of guaranteed delivery.
H.I.G. also announced today that Peak has commenced a subsequent
offering period to acquire all of the remaining untendered shares,
commencing immediately and expiring at 11:59 p.m., New York City
time, on Monday, May 14, 2012. During the subsequent offering
period, Comverge stockholders who did not previously tender their
shares of common stock in the offer may do so and Peak will accept
for payment and promptly pay for such shares as they are tendered.
Stockholders who tender shares during such period will receive the
same $1.75 per share price, without interest and subject to
applicable withholding taxes, that was paid in the tender offer.
Procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period with two
exceptions: (1) shares cannot be delivered by the guaranteed
delivery procedure and (2) in accordance with SEC rules, shares
tendered during the subsequent offering period may not be
withdrawn.
Peak intends to exercise its "top-up option" provided in the
Agreement and Plan of Merger, dated as of March 26, 2012, among
Comverge, Peak and Holding to purchase additional shares from
Comverge, which will allow Peak to complete and close the merger
and acquisition of Comverge without prior notice to, or any action
by, any other Comverge stockholder. Peak currently expects to pay
for the shares accepted for payment pursuant to the tender offer on
May 15, 2012 and to complete the merger immediately thereafter. All
outstanding shares of common stock of Comverge, other than shares
held by Peak, Holding or by Comverge stockholders who are entitled
to and properly exercise appraisal rights under Delaware law, will
be cancelled and converted into the right to receive cash equal to
the $1.75 offer price per share.
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. Comverge delivers 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.
About H.I.G.
H.I.G. is a leading global private equity investment firm with
more than $8.5 billion of equity capital under management. Based in
Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New
York, and San Francisco in the U.S., as well as international
affiliate offices in London, Hamburg, Madrid, Paris, and Rio de
Janeiro, H.I.G. specializes in providing capital to small and
medium-sized companies with attractive growth potential. H.I.G.
invests in management-led buyouts and recapitalizations of
profitable and well managed manufacturing or service businesses.
H.I.G. also has extensive experience with financial restructurings
and operational turnarounds. Since its founding in 1993, H.I.G. has
invested in and managed more than 200 companies worldwide. The
firm's current portfolio includes more than 50 companies. For more
information, please refer to the H.I.G. website at
www.higcapital.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 the Company 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 the
Company or H.I.G. to control or predict. These forward-looking
statements reflect the expectations of the Company and H.I.G. as of
the date hereof. Neither the Company nor H.I.G. 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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