Board of Directors Urges Comverge Stockholders to Tender Their Shares Into H.I.G. Capital Offer
NORCROSS, Ga., May 1, 2012 (GLOBE NEWSWIRE) -- Comverge, Inc. (Nasdaq:COMV) ("Comverge" or "the Company") today issued a letter to its stockholders from the Comverge Board of Directors. The full text of the letter is below:
May 1, 2012
Dear Fellow Stockholder,
We, the Board of Directors of Comverge, Inc., urge you to approve the transaction with Peak Merger Corp. and Peak Holding Corp, each of which is an affiliate of H.I.G. Capital, LLC, by tendering your shares into the offer. The Board believes the transaction with H.I.G. Capital's affiliates, which we refer to herein as the "H.I.G. Capital transaction," continues to be in the best interest of Comverge's stockholders.
THE H.I.G. CAPITAL TRANSACTION IS THE CULMINATION OF AN EXTENSIVE REVIEW OF FINANCING AND STRATEGIC ALTERNATIVES TO MAXIMIZE VALUE FOR COMVERGE STOCKHOLDERS. THE H.I.G. CAPITAL TRANSACTION IS THE ONLY OFFER AVAILABLE TO COMVERGE STOCKHOLDERS.
IF THE H.I.G. CAPITAL TRANSACTION IS NOT SUCCESSFULLY COMPLETED, YOUR EXISTING INVESTMENT IN COMVERGE MAY BE AT SERIOUS RISK AND, WHILE THE OUTCOME IS UNCERTAIN, YOU MAY END UP RECEIVING NOTHING FOR YOUR SHARES.
Since the fall of 2010, Comverge has actively sought additional capital financing necessary to support the execution of the Company's business plan and has explored a variety of financing alternatives and strategic alternatives. From the fall of 2010 through March 2012, the Company engaged J.P. Morgan Securities LLC ("J.P. Morgan"), Robert W. Baird and Co., and UBS Securities LLC as financial advisors with the objective of raising additional capital for the Company or pursuing other strategic alternatives including a sale of the Company. J.P. Morgan and Robert W. Baird and Co approached numerous sources of capital and potential acquirers without success. For over 18 months, the Board has considered a variety of alternatives, including continuing to operate as a stand-alone company, financing the Company through the issuance of additional equity or debt, selling various Company assets and selling the Company as a whole. After considering the results of the exploration of such alternatives and the Company's cash needs and debt situation, the entire Comverge Board (including three directors that were nominated by a major Comverge stockholder and who joined the Board in February), acting upon the unanimous recommendation of the Strategy Committee of the Board that was formed to explore financing and strategic alternatives and comprised entirely of independent directors has approved the definitive merger agreement with Peak Merger Corp. and Peak Holding Corp. (the "Merger Agreement").
In addition to its extensive pre-signing solicitation and review of financing and strategic alternatives from the fall of 2010 through March of 2012, Comverge solicited alternative proposals from third parties during a 30 day go-shop period following the date of the merger agreement with affiliates of H.I.G. Capital. During the go-shop period, Comverge, through its financial advisor, J.P Morgan contacted 50 strategic and financial entities that were identified as potentially interested parties, and engaged in detailed discussions with the 4 parties who executed confidentiality agreements. These parties were provided 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 for such parties, and responded to questions of participants. Despite the broad solicitation process and access provided to Comverge's management and legal advisors as well as to J.P. Morgan, each of the parties with whom Comverge conducted discussions during the go-shop period has indicated that it will not make an acquisition proposal that would potentially lead to a Superior Proposal (as defined in the Merger Agreement).
PRESERVE THE VALUE OF YOUR INVESTMENT
DUE TO THE COMPANY'S INABILITY TO RAISE SUFFICIENT DEBT OR EQUITY CAPITAL OVER THE PRIOR 18 MONTHS, INCLUDING FROM CERTAIN LARGE STOCKHOLDERS IN RECENT MONTHS, THE STRATEGY COMMITTEE OF THE BOARD BELIEVES THAT ABSENT AN H.I.G. CAPITAL TRANSACTION IT WOULD BE HIGHLY UNLIKELY THAT VIABLE, IMMEDIATE FINANCING FROM OTHER SOURCES WOULD BE AVAILABLE .
The H.I.G.