mlkrborn
12 years ago
Comverge and H.I.G. Capital announce satisfaction of the minimum condition in the tender offer for shares of Comverge (COMV) 1.72 : Co and H.I.G. Capital 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., 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advised that, as of the expiration time, 14,407,789 shares of Comverge common stock had been validly tendered and not withdrawn, including 744,898 shares that had been tendered pursuant to notices of guaranteed delivery, representing approximately 52.2% of the outstanding shares of the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. 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.
$tockfather
12 years ago
COMV- Affiliates of H.I.G. Capital Commence $1.75 Per Share Tender Offer for All Outstanding Shares of Comverge, Inc.
Comverge, Inc. (Nasdaq:COMV) ("Comverge" or the "Company") and H.I.G. Capital, LLC, a leading global private investment firm, today announced that Peak Merger Corp. and Peak Holding Corp., both affiliates of H.I.G. Capital, LLC, have commenced a tender offer to acquire all of the outstanding shares of the Company's common stock for $1.75 per share in cash in accordance with the previously announced Agreement and Plan of Merger, dated as of March 26, 2012, entered into by Peak Merger Corp., Peak Holding Corp. and Comverge. The aggregate equity value of the proposed transaction is approximately $48 million.
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. will complete a second-step merger in which any remaining common shares of Comverge will be converted into the right to receive the same per share price paid in the offer.
Today, Peak Merger Corp. and Peak Holding Corp. are filing with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, Comverge is filing today with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the stockholders of Comverge tender their shares into the tender offer.
Completion of the transaction is subject to customary conditions, including, but not limited to, a majority of the outstanding shares of common stock (determined on a fully-diluted basis with respect to all securities with an exercise or conversion price of less than $1.75 per share) having been validly tendered and not withdrawn prior to the expiration of the tender offer. The tender offer is not subject to any financing condition.
The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, at the end of the day on May 8, 2012, unless extended or earlier terminated.
Under the terms of the merger agreement, Comverge may solicit acquisition proposals from third parties until 11:59 p.m., New York City time, on April 25, 2012, with the potential for an extension of the deadline until 11:59 p.m., New York City time, on May 5, 2012. There can be no assurance that the solicitation of alternative proposals will result in Comverge receiving a superior proposal from a third party, or that if the Company does receive a superior proposal, that a transaction relating to the superior proposal will be completed. J.P. Morgan, which has acted as a financial advisor to the Company over the last 18 months regarding financing and strategic alternatives, will advise the Company during this period. Comverge does not currently intend to disclose the results of the solicitation process until the solicitation period has ended or the Company's Board of Directors has made an earlier decision with respect to a superior proposal it receives as a result of that process.
$tockfather
12 years ago
COMV- The City of Peoria, Arizona Selects Comverge Demand Response Services
Today : Monday 2 April 2012
Comverge, Inc. (Nasdaq:COMV), the leading provider of Intelligent Energy Management solutions for Residential and Commercial & Industrial (C&I) customers, today announced that it has assisted the City of Peoria's Jomax and Beardsley Water Reclamation Facilities (WRF) successfully participate in the 2010 and 2011 Arizona Public Service (APS) Peak Solutions programs. By leveraging Comverge's demand response expertise, the City was able to curtail its consumption at multiple facilities over the two-year period.
"Our water and wastewater sustainability initiatives represent a commitment we have made to our customers, our community and the environment," said Brian Biesemeyer, Deputy Public Works-Utilities Director, City of Peoria. "Working with Comverge to implement demand response has helped us maximize our participation in the APS Peak Solutions program, maintain our standing as a leader in environmentally sustainable operations and secure incremental revenue."
Launched in 2010, the APS Peak Solutions program helps C&I businesses earn additional revenues by reducing electricity load on peak event days. For the City of Peoria's Jomax and Beardsley facilities, Comverge engineers worked with members of the public works utilities department to design a demand response system tailored to their individual needs. This included shutting down agitation blowers and sanitizing UV lights during times of peak demand, both of which helped reduce energy consumption without dramatically affecting operations.
"Water is extremely valued in the desert and the City of Peoria has taken great strides in conserving this natural resource through these reclamation facilities," said George Hunt, senior vice president, C&I sales, Comverge. "While these conservation efforts are incredibly important, they can also be very energy intensive. By partnering with Comverge to implement an innovative demand response program, the City of Peoria has seamlessly incorporated energy management best practices into its facilities without impacting existing processes."
About the City of Peoria
On the leading edge of the Phoenix metropolitan area, Peoria is one of Arizona's fastest growing communities. This one-time farming community was originally settled in 1886 and incorporated in 1954. Located just 25 minutes from Sky Harbor International Airport, Peoria is a dynamic community of more than 150,000 people. Home to nearly 50 miles of trails, award-winning schools and parks, well-planned residential neighborhoods, Major League Baseball Spring Training home for the Seattle Mariners and San Diego Padres, and the area's second largest lake, this progressive yet grounded and well-balanced community is positioned to be a decisive component of Arizona's economic future.
mlkrborn
12 years ago
COMV SOLD! Another retailer screwing end. MFs!
Comverge to be acquired by HIG Capital for $1.75/share (COMV) 1.88 : Co announced that it has entered into an agreement to be acquired by Peak Merger for $1.75 per share in cash, or ~$49 mln in equity value. The offer price represents a premium of ~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 mln, which is not contingent on the closing of the acquisition by H.I.G. Capital. Acting upon the unanimous recommendation of the Strategy Committee of the Board, which is comprised entirely of independent directors, the Comverge Board of Directors has approved the definitive agreement. 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. In connection with entering into the definitive agreement, the Company also entered into forbearance agreements with its senior lender, Silicon Valley Bank, and its junior lenders, Grace Bay Holdings II, LLC and the purchasers of the $12 mln in indebtedness referenced above. These forbearance agreements provide Comverge with the ability to pursue the transactions contemplated by the definitive agreement, including the opportunity for Comverge to pursue a superior proposal during the go-shop period and as otherwise provided in the definitive agreement. (stock is halted)
$tockfather
12 years ago
COMV- New Hampshire Electric Co-op Selects Comverge's IntelliSOURCE Platform to Power Residential Time-Based Pricing
Comverge, Inc. (Nasdaq:COMV), the leading provider of Intelligent Energy Management solutions for Residential and Commercial + Industrial (C+I) customers, today announced that New Hampshire Electric Co-op (NHEC) has selected the Comverge IntelliSOURCE platform to support its Time-based Pricing Pilot program as part of a grant awarded to NHEC by the U.S. Department of Energy. Under the Smart Grid Investment Grant, NHEC will be conducting a voluntary two year time-based pricing pilot program utilizing Comverge's enterprise-class software platform to help manage peak demand by sending time-of-use pricing details to Comverge's IntelliFOCUS In-Home Display (IHD) that will give its members the ability to control energy consumption based on price.
"At NHEC, we are focused on providing solutions that help our members manage their energy consumption and lower their electric bills," said Fred Anderson, President/CEO of New Hampshire Electric Cooperative. "We are excited to work with Comverge to deploy our voluntary Time-based Pricing Pilot program as we continue to explore ways to better manage peak demand."
The IntelliSOURCE platform will integrate with both the Elster smart meter and the IntelliFOCUS IHD, enabling seamless communications across the devices. IntelliSOURCE will communicate the pricing information to an Elster smart meter, which then relays the information to IntelliFOCUS through a Zigbee network. The AMI integration also enables program participants to see on IntelliFOCUS in real-time how any change in energy consumption is impacting their electric bills.
"NHEC has a strong track record deploying programs that help members successfully control energy usage and we are pleased that it has selected Comverge to support the voluntary Time-based Pricing Pilot program," said R. Blake Young, Comverge president and chief executive officer. "The flexible and scalable architecture of IntelliSOURCE will enable rapid integration with both the Elster AMI and Comverge's IntelliFOCUS, which is a growing competitive advantage given the importance of device integration to a successful Intelligent Energy Management program."
The New Hampshire Electric Cooperative (NHEC) is a member-owned and controlled electric distributor serving approximately 80,000 members in 115 towns and cities. NHEC maintains over 5,500 miles of energized line that traverse nine of the 10 counties in New Hampshire.
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.
$tockfather
12 years ago
COMV- New Hampshire Electric Co-op Selects Comverge's IntelliSOURCE Platform to Power Residential Time-Based Pricing Pilot Program
Comverge, Inc. (Nasdaq:COMV), the leading provider of Intelligent Energy Management solutions for Residential and Commercial + Industrial (C+I) customers, today announced that New Hampshire Electric Co-op (NHEC) has selected the Comverge IntelliSOURCE platform to support its Time-based Pricing Pilot program as part of a grant awarded to NHEC by the U.S. Department of Energy. Under the Smart Grid Investment Grant, NHEC will be conducting a voluntary two year time-based pricing pilot program utilizing Comverge's enterprise-class software platform to help manage peak demand by sending time-of-use pricing details to Comverge's IntelliFOCUS In-Home Display (IHD) that will give its members the ability to control energy consumption based on price.
"At NHEC, we are focused on providing solutions that help our members manage their energy consumption and lower their electric bills," said Fred Anderson, President/CEO of New Hampshire Electric Cooperative. "We are excited to work with Comverge to deploy our voluntary Time-based Pricing Pilot program as we continue to explore ways to better manage peak demand."
The IntelliSOURCE platform will integrate with both the Elster smart meter and the IntelliFOCUS IHD, enabling seamless communications across the devices. IntelliSOURCE will communicate the pricing information to an Elster smart meter, which then relays the information to IntelliFOCUS through a Zigbee network. The AMI integration also enables program participants to see on IntelliFOCUS in real-time how any change in energy consumption is impacting their electric bills.
"NHEC has a strong track record deploying programs that help members successfully control energy usage and we are pleased that it has selected Comverge to support the voluntary Time-based Pricing Pilot program," said R. Blake Young, Comverge president and chief executive officer. "The flexible and scalable architecture of IntelliSOURCE will enable rapid integration with both the Elster AMI and Comverge's IntelliFOCUS, which is a growing competitive advantage given the importance of device integration to a successful Intelligent Energy Management program."
The New Hampshire Electric Cooperative (NHEC) is a member-owned and controlled electric distributor serving approximately 80,000 members in 115 towns and cities. NHEC maintains over 5,500 miles of energized line that traverse nine of the 10 counties in New Hampshire.
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.
$tockfather
12 years ago
COMV- Comverge to Report Fiscal Year and Fourth Quarter 2011 Results on March 15, 2012
Comverge, Inc. (Nasdaq:COMV), a leading provider of Intelligent Energy Management (IEM) solutions for Residential and Commercial + Industrial customers, announced today that it plans to release results for the year ended December 31, 2011 after 4:00 p.m. Eastern time (ET) on March 15, 2012.
The company will host a conference call to discuss the results at 9:00 a.m. ET on Friday, March 16, 2012. To participate in the call, please dial 877-334–1969 or 760-666-3589 for international participants.
Additionally, the results will be reported in the Investor Relations section on Comverge's website at http://ir.comverge.com. An audio replay of the call will be available beginning March 17, 2012 at 12:00 p.m. and available until March 24, 2012 at 12:00 a.m. ET (midnight) by dialing in (855) 859-2056 or (404) 537-3406 for international participants and using conference code number 58159607.
About Comverge
With more than 500 utility and 2,100 commercial customers, as well as five million deployed residential devices, 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.
CONTACT: Jason Cigarran
Vice President, Marketing and Investor Relations
Comverge, Inc.
678-823-6784
jcigarran@comverge.com
Fido
12 years ago
I had a big move this morning too. Anyway, I don't think that what we are seeing here is just for a typical move up. There is, IMO, something else going on here but we can only speculate with all the buying going on by the various Ardsley funds. I think that they are buying for a reason. What that reason is: buyout rumors seem to abound, management replacement, who knows.
Fido
12 years ago
Let's revisit the insider buy link posted by crookedneck. Big Insider Buys Last 2 Months!
http://www.insidercow.com/history/company.jsp?company=comv&B1=Search%21
and figure out who Phillip Hempleman is and what Ardsley Renewable Energy is. Why? Because according to the link each bought, on the exact same days in Dec and Jan, the same number of shares. Each totaled around 550,000 for the recent period. However, they had to file because each entity owns 3,350,000 for 8.53%. Combined they own just over 17%, a rather sizable sum of shares of COMV.
Going to this link http://www.equityhive.com/main/Individual/assetview.aspx?i=1485584
In the this for the above link we see the whole gamut of COMV officers and what they own but we also note seven entries for various Ardsley entities plus an entry for Philip Hempleman. Each entity owns 2,800,400 according to this site. I don't think that it includes the recent buys listed above but that's 22,403,200 shares total. Now, if you were an offshore hedge fund and one way or another own a boatload of COMV, what are you going to do now?