Energy management/demand response business Comverge is to be acquired by Peak Merger Corp., an affiliate of H.I.G. Capital, LLC, a global private investment firm, for $1.75 per share in cash, or around $49 million in equity value.
The offer price represents a premium of approximately 18 percent over Comverge’s average closing price of $1.48 over the last 30 days. Affiliates of H.I.G. Capital will provide debt financing to Comverge in the amount of $12.0 million, which is not contingent on the closing of the acquisition by H.I.G. Capital.
“Today’s announcement is the culmination of an extensive review of financing and strategic alternatives available to Comverge,” said Alec Dreyer, Comverge’s Chairman of the Board of Directors.
“We are pleased to have found a solution to the Company’s immediate need for capital to fund ongoing operations that not only preserves value for stockholders but also provides immediate cash value to stockholders. The transaction addresses the risks associated with the Company’s liquidity position, provides for our financial viability going forward and allows Comverge to continue to execute on its business plan with the financial backing of H.I.G. Capital.”
Further, pursuant to the definitive agreement, Comverge is permitted to solicit alternative proposals from third parties during a go-shop period of 30 days following the date of the definitive agreement, with the potential for a 10 day extension.
UPDATE: At least two legal firms have announced that they have commenced investigations into possible breaches of fiduciary duty to current shareholders of Comverge and other violations of state law by the board of directors of Comverge relating to the proposed buyout of the company by Peak Merger.
USA, Norcross, GA
Fusion Corporate Partners 