Acorn Factor Affiliate, Comverge, To Acquire Enerwise Global Technologies to Create Largest Demand Response Company.* Over 1400 megawatts of clean capacity under management * Significant expansion of commercial and industrial offerings * Over 1000 megawatts of renewables registration management * Accretive to earnings per share in 2008 * Cash, subordinated notes and stock transaction scheduled to close July 2007 MAHWAH, N.J. -- Acorn Factor, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ACFN ACFN American Council for Fitness and Nutrition ) announced that its affiliate Comverge, Inc. (Nasdaq:COMV COMV Comverge, Inc (stock symbol) COMV Commissie Onderzoek Minerale Voeding ), the leading provider of clean energy solutions through demand response, announced today it has entered into a definitive agreement to acquire Enerwise Global Technologies creating the largest Demand Response provider in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. with over 1400 megawatts (MWs) of managed capacity. With the addition of Enerwise, Comverge will provide a comprehensive suite of demand response and energy management solutions for all utility customer classes including residential, small to large commercial, institutional, and industrial customers. The acquisition further solidifies Comverge's position at the convergence of the clean energy marketplace through the management and registration of an additional 1049 MWs of renewable energy Renewable energy utilizes natural resources such as sunlight, wind, tides and geothermal heat, which are naturally replenished. Renewable energy technologies range from solar power, wind power, and hydroelectricity to biomass and biofuels for transportation. in several states that have adopted Renewable Portfolio Standards The southern end of the San Francisco Bay lies near the western edge of the city. , East Hanover, New Jersey East Hanover Township is a township in Morris County, New Jersey, United States. As of the United States 2000 Census, the township population was 11,393. Incorporated in 1928, it is a largely middle to upper-income suburban community situated roughly 25 miles west of New York City. and Kennett Square, Pennsylvania Kennett Square is a borough in Chester County, Pennsylvania, United States. It is known as the Mushroom Capital of the World[1] because the borough produces over a million pounds of mushrooms a year. to operate its national network of programs. "The Clean Energy marketplace is evolving rapidly and Comverge is positioned to meet the challenges of our clients by providing demand response and energy management solutions to all customer classes. This acquisition speaks of our commitment to the growing Demand Response industry and our ability to provide significant value to our many existing as well as new clients in North America," said Robert M. Chiste, Chairman, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Comverge. Enerwise Global Technologies has been providing managed energy services to commercial and industrial customers for over 10 years. Recognized as the leading aggregator of Demand Response for PJM PJM Pacific Journal of Mathematics PJM Project Manager PJM Puerto Jimenez, Costa Rica (Airport code) PJM Pennsylvania New Jersey Maryland Interconnection LLC (Mid-Atlantic region power pool) Interconnection, the Regional Transmission Organization Please help recruit one or [ improve this article] yourself. See the talk page for details. covering 13 states in the Mid-Atlantic and North Central regions, Enerwise has a philosophy centered around providing added value Added value in financial analysis of shares is to be distinguished from value added. Used as a measure of shareholder value, calculated using the formula:
Through this acquisition, Comverge will form the Enerwise Group which will function as a division of Comverge and operate collaboratively with the Smart Grid Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . Solutions Group and the Alternative Energy Resources Group. As a combined company, Comverge will directly own or operate 948 MWs of demand response capacity, provide tools for the operation of 453 MWs of energy, and manage the registration of 1049 MWs of renewable energy in addition to having delivered over 4.5 million demand response devices to our utility customer base for the equivalent of 6000 MWs of capacity. Mr. Chiste continued, "When you add it all up, Comverge provides the technology that delivers, controls, operates or manages over 8400 megawatts of capacity in North America -- equivalent to eighty-four 100 megawatt meg·a·watt n. Abbr. MW One million watts. meg a·watt gas-fired peaking power plants Peaking power plants, also known as peaker plants, are power plants that generally run only when there is a high demand, known as peak demand, for electricity.In the United States, this often occurs in the afternoon, especially during the summer months when the air but without the harmful production of greenhouse gases greenhouse gas n. Any of the atmospheric gases that contribute to the greenhouse effect. greenhouse gas . Our philosophy of providing the electric system clean capacity through our core competencies A core competency is something that a firm can do well and that meets the following three conditions specified by Hamel and Prahalad (1990):
The Enerwise Group will continue to be led by President and COO, Dean Musser and operate from its offices in suburban Philadelphia. Mr. Musser stated, "The cultural fit and business philosophies of Comverge and Enerwise are identical. The entire Enerwise team is very excited to be part of the clear leader in the demand response clean energy business. Bob Chiste's vision and leadership has set the course for Comverge to continue its strong growth, industry leadership and delivery of outstanding value for its shareholders. Our entire organization looks forward to being an integral part of Comverge's future by providing continued operational excellence and value-add services for our current and future commercial, industrial, institutional, and utility customers." A chart of the megawatts owned, managed and provided by each Group of Comverge is set forth below: [TABLE OMITTED] About the Enerwise Acquisition The acquisition has been approved by the Board of Directors of Comverge and Enerwise and requisite Enerwise shareholders have irrevocably consented to the transaction, which is scheduled to close in July 2007. Under the terms of the transaction, Comverge will acquire 100% of Enerwise's capital stock for $75.7 million, consisting of $25.15 million in cash, $17.0 million in subordinated convertible notes due in April 2009, and the issuance of 1,279,545 shares of Comverge common stock which had a market value of $33.6 million as of June 26, 2007. After closing, former Enerwise shareholders will own approximately 7% of the combined company. The shares to be issued in the transaction are subject to the same lockup period lockup period The time during which employees and other early investors are prohibited from selling stock in a newly listed company. Investment banks that bring the securities to market establish lockup periods to protect investors in a new issue from large that Comverge management and venture capital investors agreed to as part of Comverge's initial public offering. In addition, $6.0 million of Comverge common stock is contingently issuable if Enerwise exceeds 2008 operating performance of $36.0 million in revenue and $11.0 million in gross profit. 2006 revenues were approximately $11 million and 2007 revenues are expected to be approximately $18 million. Comverge will begin recognizing revenues of Enerwise from the closing date forward. For the remaining two quarters of 2007, Enerwise revenues included in Comverge operating results are expected to total approximately $9 million. The transaction is expected to be slightly dilutive in 2007 and accretive in 2008 to Comverge's earnings per share. NASDAQ Marketplace regulations require that the issuance of Comverge securities in the Enerwise acquisition be approved by the holders of a majority of Comverge's common stock, and this approval is a condition to the closing of the transaction. Accordingly, Comverge will hold a shareholder meeting in July 2007 to approve the issuance of the securities in the Enerwise acquisition. As required by the Securities and Exchange Commission, we intend to file a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the SEC with respect to the planned shareholder meeting. RBC Capital Markets RBC Capital Markets is the corporate and investment banking division of Royal Bank of Canada ("RBC"). Broker dealers Depending on the jurisdiction, the division uses different broker dealer subsidiaries of RBC:
A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to Comverge in connection with the transaction. Fish & Richardson P.C. acted as legal counsel to Comverge. Harris Williams & Co. acted as financial advisor and Morgan, Lewis & Bockius LLP LLP - Lower Layer Protocol acted as legal counsel to Enerwise. Conference Call and Webcast Information Comverge will discuss the details of the announcement in a conference call scheduled for Thursday, June 28th at 11:00 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT . To participate in the conference call, please dial (800) 310-7032 or (719) 457-2694. The public is invited to listen to a live webcast of the call and view the presentation on the Investor Relations Investor relations The process by which the corporation communicates with its investors. section of the company's website at http://ir.comverge.com. The webcast replay will begin approximately two hours after the conclusion of the live call and will be available at http://ir.comverge.com for one week concluding on July 5th, 2007 at 11:59 p.m. EDT. A telephone replay will also be made available approximately two hours after the conclusion of the call until Thursday July 5th, 2007 at 11:59 p.m. EDT and can be accessed by dialing (888) 203-1112 or (719) 457-0820 and entering passcode 6499367. About Comverge Comverge is a leading provider of clean energy solutions that improve grid reliability and enable utilities to increase available electric capacity through reduced energy consumption during periods of peak energy demand on a more cost-effective basis than conventional alternatives. For more information, visit www.comverge.com. "Virtual Peaking Capacity" and "VPC (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. " are trademarks of Comverge, Inc. About Enerwise Enerwise Global Technologies, a leader in demand response and energy infrastructure management services for commercial, institutional, and industrial customers, enables customers to reduce energy costs, comply with increasingly demanding environmental regulations, take advantage of alternative power initiatives, increase operational security and improve reliability. The company delivers innovative solutions directly to its customers and through a strong Channel Partner network, providing custom branded web sites and solutions to meet the specific objectives of Investor Owned Utilities, Energy Service Providers, Market Participants, Municipals and Cooperatives. From its headquarters in suburban Philadelphia, Enerwise provides energy intelligence and managed energy services to domestic and international Commercial and Industrial customers, including more than 100 of the Fortune 500 companies. For more information, visit www.enerwise.com. "Enerwise" is a trademark of Enerwise Global Technologies, Inc. About Acorn Factor Acorn Factor, Inc. is a holding company which currently owns 2,786,021 shares of Comverge, Inc. common stock. Acorn Factor also owns an interest in Paketeria GmbH and a controlling position in dsIT. Additional information about Acorn Factor and its subsidiary and affiliates is available at www.acornfactor.com, www.dsit.co.il, www.comverge.com and www.paketeria.de. Caution Regarding Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The information in this press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and reflect the our judgment and understanding of the involved risks and uncertainties as of the date hereof. Those statements include those related to the transactions contemplated by the Enerwise acquisition, including the pending merger and involve a number of factors that could cause actual results to differ materially, including risks associated with the company's business involving the company 's products, their development and distribution, economic and competitive factors, the company's key strategic relationships, the affirmative vote of Comverge shareholders to issue shares of common stock in connection with the Enerwise acquisition, the ability of Enerwise to achieve revenue and gross profit targets and the ability to integrate the Enerwise acquisition into Comverge's business. Actual events or results may differ from our current expectations, judgments and beliefs. For example, there can be no assurance that the merger will close as contemplated. Additional information concerning these or other risk factors affecting the our business can be found in our Registration Statement on Form S-1, filed with the SEC on April 12, 2007, as amended, and our other filings with the SEC, available via the investor relations area of our web site at www.comverge.com. We disclaim any intent or obligation to update these forward-looking statements beyond the date of this report, except as required by law. |
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