ATLANTA and WAKE FOREST, N.C., March 31, 2016 /PRNewswire/ -- Southern
Company (NYSE: SO) and PowerSecure International, Inc. (NYSE: POWR)
today announced that the U.S. Federal Trade Commission has granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act ("HSR Act") with regard to the
companies' proposed merger, fulfilling one of the conditions to
complete the transaction.
Completion of the merger is also conditioned upon, among other
things, the approval of PowerSecure stockholders. The companies
expect to complete the transaction by the end of the second quarter
of 2016.
The combination of one of America's leading energy companies
with a successful, customer-focused provider of differentiated
energy solutions and innovative energy infrastructure is designed
to expand Southern Company's opportunities to provide customized
energy products to customers. By acquiring PowerSecure – a premier
provider of distributed generation, energy efficiency and utility
infrastructure solutions – Southern Company will be positioned to
accelerate the ongoing expansion of energy product offerings that
are intended to provide customers greater control of their energy
use and will add complementary technical depth in customer-located
reliability and efficiency technologies.
About Southern Company
With more than 4.5 million customers and approximately 44,000
megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is
the premier energy company serving the Southeast through its
subsidiaries. A leading U.S. producer of clean, safe, reliable and
affordable electricity, Southern Company owns electric utilities in
four states and a growing competitive generation company, as well
as fiber optics and wireless communications. Southern Company
brands are known for excellent customer service, high reliability
and affordable prices that are below the national average. Through
an industry-leading commitment to innovation, Southern Company and
its subsidiaries are inventing America's energy future by
developing the full portfolio of energy resources, including
nuclear, 21st century coal, natural gas, renewables and energy
efficiency, and creating new products and services for the benefit
of customers. Southern Company has been named by the U.S.
Department of Defense and G.I. Jobs
magazine as a top military employer, listed by Black Enterprise
magazine as one of the 40 Best Companies for Diversity and
designated a 2014 Top Employer for Hispanics by Hispanic Network.
The company earned the 2014 National Award of Nuclear Science and
History from the National Atomic Museum Foundation for its
leadership and commitment to nuclear development, and is
consistently ranked among the top utilities in Fortune's annual
World's Most Admired Electric and Gas Utility rankings. Visit our
website at www.southerncompany.com.
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 expected benefits of the transaction and the
expected timing of the completion of the 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 Southern Company and PowerSecure believe 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 risk that the businesses
will not be integrated successfully; the possibility that the
anticipated benefits from the transaction cannot be fully
realized or may take longer to realize than expected; the
possibility that costs related to the integration of Southern
Company and PowerSecure will be greater than expected; 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 in each of Southern
Company's and PowerSecure's reports filed with or furnished to the
Securities and Exchange Commission ("SEC"), including their most
recent Annual Report on Form 10-K, as well as subsequently filed
Quarterly Reports Form 10-Q and Current Reports on Form 8-K, 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.
Southern Company and PowerSecure caution 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 Southern Company and 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 Southern Company
or PowerSecure or any other person acting on their 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. Neither Southern Company
nor PowerSecure undertakes any 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
intends to file relevant materials with the SEC, including a proxy
statement in definitive form. 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 these materials (when they are available)
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 Southern Company
and 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.
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SOURCE Southern Company
