WAKE FOREST, N.C., April 7, 2016 /PRNewswire/ -- PowerSecure
International, Inc. (NYSE: POWR) today announced that PowerSecure
will hold a special meeting of stockholders on May 5, 2016, in connection with PowerSecure's
proposed merger with a subsidiary of Southern Company (NYSE:
SO). The special meeting will take place at 9:00 AM Eastern Time at the offices of
PowerSecure located at 9400 Globe Center Drive, Suite 116,
Morrisville, North Carolina
27560.
At the special meeting, PowerSecure stockholders will vote on
whether to adopt the Agreement and Plan of Merger, dated as of
February 24, 2016, among PowerSecure,
Southern Company and a wholly owned subsidiary of Southern Company,
and approve, on a non-binding, advisory basis, the compensation
payable to PowerSecure's named executive officers in connection
with the merger. Stockholders of PowerSecure as of April 7, 2016, the record date for the special
meeting, will receive the proxy statement regarding the merger and
be entitled to vote at the special meeting.
About PowerSecure
PowerSecure International, Inc. is a leading provider of utility
and energy technologies to electric utilities, and their
industrial, institutional and commercial customers. PowerSecure
provides products and services in the areas of Interactive
Distributed Generation ® (IDG®), solar
energy, energy efficiency and utility infrastructure. The company
is a pioneer in developing IDG® power systems with
sophisticated smart grid capabilities, including the ability to 1)
forecast electricity demand and electronically deploy the systems
to deliver more efficient, and environmentally friendly, power at
peak power times, 2) provide utilities with dedicated electric
power generation capacity to utilize for demand response purposes
and 3) provide customers with the most dependable standby power in
the industry. Its proprietary distributed generation system designs
utilize a range of technologies to deliver power, including
renewables. The company's energy efficiency products and services
include energy efficient lighting solutions that utilize LED
technologies to improve lighting quality, and the design,
installation and maintenance of energy conservation measures which
the company offers, primarily as a subcontractor, to large energy
service company providers, called ESCOs, for the benefit of
commercial, industrial and institutional customers as end users and
directly to retailers. PowerSecure also provides electric utilities
with transmission and distribution infrastructure maintenance and
construction services, and engineering and regulatory consulting
services. Additional information is available at
www.powersecure.com.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains forward-looking statements within
the meaning of and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are all statements other than statements
of historical facts, including but not limited to statements
concerning the pending transaction. These forward-looking
statements are often characterized by the use of words such as
"expect," "anticipate," "intend," "estimate," "plan," "believe,"
"may," "project," "potential," "forecast," "target," "guidance,"
"outlook," "should," "will," "could," "continue" and the negative
or plural of these words and other comparable terminology.
Although PowerSecure believes that the expectations reflected in
such forward-looking statements are reasonable, such statements
involve risks and uncertainties and undue reliance should not be
placed on any forward-looking statements. Forward-looking
statements are not guarantees of future performance or events and
are subject to a number of known and unknown risks, uncertainties
and other factors that are difficult to predict and could cause
actual results to differ materially from those expressed, projected
or implied by such forward-looking statements. Important risks,
uncertainties and other factors include, but are not limited to,
the failure to receive, on a timely basis or otherwise, the
required approval by PowerSecure stockholders; the risk that a
condition to closing of the merger may not be satisfied; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the ability
to retain and hire key personnel and maintain relationships with
customers, suppliers or other business partners; the diversion of
management time on transaction-related issues; the on-going
uncertainty and inconsistency in the economy, financial markets and
business markets; the impact of legislative, regulatory and
competitive changes; and other risks, uncertainties and other
factors identified from time to time in PowerSecure's reports filed
with or furnished to the Securities and Exchange Commission
("SEC"), including its most recent Annual Report on Form 10-K, as
well as subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as amendments thereto, copies
of which may be obtained by visiting the investor relations page of
each company's website or the SEC's website at www.sec.gov. There
can be no assurance that the transaction will in fact be
consummated.
PowerSecure cautions that the foregoing list of important
factors that may affect future results is not exhaustive. When
relying on forward-looking statements to make decisions with
respect to PowerSecure, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. All subsequent written and oral forward-looking
statements concerning the transaction or other matters attributable
to PowerSecure or any other person acting on its behalf are
expressly qualified in their entirety by the cautionary statements
referenced above. The forward-looking statements contained herein
speak only as of the date of this release. PowerSecure undertakes
no duty or obligation to update or revise any forward-looking
statement for any reason, whether as the result of changes in
expectations, new information, future events, conditions or
circumstances or otherwise, except as may be required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the merger between Southern Company and
PowerSecure. In connection with the transaction, PowerSecure has
filed relevant materials with the SEC, including a proxy statement
in definitive form, and may file additional relevant material with
the SEC. INVESTORS OF POWERSECURE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT POWERSECURE, SOUTHERN COMPANY
AND THE MERGER. Investors may obtain a free copy of the
definitive proxy statement and other documents filed by PowerSecure
with the SEC at the SEC's website at www.sec.gov, at PowerSecure's
website at www.powersecure.com or by sending a written
request to PowerSecure International, Inc., 1609 Heritage Commerce
Court, Wake Forest, North Carolina 27587, attention:
Investor Relations. Security holders may also read and copy any
reports, statements and other information filed by PowerSecure with
the SEC, at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC's website for further information
on its public reference room.
Participants in the Solicitation
Southern Company, PowerSecure and certain of their respective
directors, executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Southern Company's directors and
executive officers is available in Southern Company's proxy
statement filed with the SEC on April 10, 2015 in
connection with its 2015 annual meeting of stockholders, and
information regarding PowerSecure's directors and executive
officers is available in PowerSecure's proxy statement filed with
the SEC on April 24, 2015 in connection with its 2015
annual meeting of stockholders. Other information regarding persons
who may be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become
available.
Contact:
John Bluth
PowerSecure International, Inc.
(919) 453-2103
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SOURCE PowerSecure International, Inc.