Cash-strapped Comverge agrees acquisition by HIG Capital for US$49m

Comverge Comverge

Norcross, Georgia, USA – Comverge, Inc. (Nasdaq:COMV), a provider of Intelligent Energy Management systems for residential, commercial and industrial customers, has agreed to be acquired by Peak Merger Corp., an affiliate of H.I.G. Capital, LLC.

HIG Capital is a global private investment firm. The deal is worth US$1.75 per share in cash, or approximately $49 million in equity value.

The company’s chairman says it has been in “immediate need” of capital to fund ongoing operations, and has been considering various investment options. This transaction now concludes what Comverge describes as an “extensive review of financing and strategic alternatives” and addresses its pressing need for a capital injection.

With more than 500 utility and 2,100 commercial customers, as well as five million residential deployments, Comverge describes itself as bringing industry knowledge and experience to offer reliable, easy-to-use, and cost-effective intelligent energy management programmes. Comverge aims to deliver the insight and control that enable energy providers and consumers to optimise their power usage through the industry’s only proven, comprehensive set of technology, services and information management solutions.

Acting on 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.

“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. Our Board of Directors is pleased with the outcome of this review process and believes that the transaction with H.I.G. Capital is in the best interests of our stockholders.”

The offer price of $1.75 per share represents a premium of approximately 18% over Comverge’s average closing price of $1.48 over the last 30 days. The H.I.G. Capital offer is not subject to a financing condition. Affiliates of H.I.G. Capital will provide debt financing to Comverge totalling $12.0 million, which is not contingent on the closing of the acquisition by H.I.G. Capital. HIG is a global private equity investment firm with more than $8.5 billion of equity capital under management.

“We are excited to have reached this agreement that will best position Comverge for long-term success, while at the same time providing a return to shareholders and an immediate cash infusion to the company,” said Brian Schwartz, executive managing director, H.I.G. Capital. “We have been impressed with the level of innovation, solutions, customer base, and the market outlook for demand response. Under H.I.G. Capital’s ownership, Comverge will have the necessary capital to focus its efforts on enhancing and broadening its solutions portfolio, which will ultimately enhance the company’s long-term growth prospects. We look forward to finalising this transaction and working closely with the company over the coming months to promote Comverge’s continued success.”

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. specialises in providing capital to small and medium-sized companies with attractive growth potential. H.I.G. invests in management-led buyouts and recapitalisations 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.

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