Comverge, Inc. (COMV)

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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all securities with an exercise or conversion price of less than $1.75 per share) having been validly tendered and not withdrawn prior to the expiration of the tender offer.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.