Comverge Enters Into Definitive Agreement to Be Acquired by H.I.G. Capital Immediate Cash Value of $1.75 Per Share Preserves Stockholder Value Transaction Concludes Extensive Review of Financing and Strategic Alternatives and Addresses Immediate Need for Capital Comverge to Solicit Alternative Acquisition Proposals From Third Parties for a Period of 30 Days (March 26th, 2012)
NORCROSS, Ga., March 26, 2012 Comverge, Inc. (Nasdaq:COMV) (the Company), the leading provider of Intelligent Energy Management solutions for Residential and Commercial & Industrial (C&I) customers, today announced that it has entered into an agreement to be acquired by Peak Merger Corp., an affiliate of H.I.G. Capital, LLC, a leading global private investment firm, for $1.75 per share in cash, or approximately $49 million in equity value.
Limited Guarantee (December 14th, 2010)
LIMITED GUARANTEE, dated as of December 14, 2010 (this Limited Guarantee), is made by H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership (the Guarantor), in favor of Matrixx Initiatives, Inc., a Delaware corporation (the Guaranteed Party). Reference is hereby made to that certain Agreement and Plan of Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement) by and among Wonder Holdings Acquisition Corp. (Parent), a Delaware corporation, Wonder Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the Offer) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the Merger), with the Guaranteed Party surviving the Merger as a