Comverge, Inc. (COMV) said it agreed 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. 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 an alternative proposal that is a superior proposal, that a transaction relating to the superior proposal will be completed.
by RTT Staff Writer
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