ATLANTA and WAKE FOREST, N.C., May
9, 2016 /PRNewswire/ -- Southern Company (NYSE: SO) and
PowerSecure International, Inc. (NYSE: POWR) today completed their
merger, with PowerSecure becoming a wholly owned subsidiary of
Southern Company.
Southern Company's existing business model provides an
opportunity to leverage PowerSecure's unique expertise to help meet
customers' energy needs using advanced technologies. Southern
Company has acquired a premier provider of distributed
infrastructure, offering primarily commercial and industrial
customers innovative solutions to meet their individual
reliability, energy efficiency or green objectives. Recognizing
that these technologies typically receive highest demand in areas
outside of the Southeast – where there is greater opportunity to
improve electric reliability, price and customer service – this
acquisition positions Southern Company to advance distributed
infrastructure development across the U.S.
"For more than a century, the Southern Company system has
provided quality service by generating and delivering affordable,
reliable electricity to the customer's meter," said Southern
Company Chairman, President and CEO Thomas
A. Fanning. "Today we are thrilled to draw on PowerSecure's
nationally recognized expertise to deliver even greater customer
value by developing innovative technologies on the other side of
the meter."
Under the terms of the agreement, PowerSecure's stockholders
received $18.75 in cash in exchange
for each share of PowerSecure common stock on May 9, for a total purchase price of
approximately $425 million.
PowerSecure's common stock ceased trading on the New York Stock
Exchange immediately prior to market open on May 9.
PowerSecure's operations, including its management team and
corporate headquarters, will continue to be based in Wake Forest, N.C.
Jones Day, Gibson Dunn &
Crutcher LLP and Troutman Sanders LLP served as legal counsel to
Southern Company. J.P. Morgan Securities LLC served as the
exclusive financial advisor to PowerSecure and Wachtell, Lipton,
Rosen & Katz and Kegler Brown
Hill + Ritter served as legal counsel to PowerSecure.
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, a competitive generation company serving wholesale
customers across America and a nationally recognized provider of
customized energy solutions, 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 carbon-free 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, recognized among the Top 50
Companies for Diversity by DiversityInc, listed by Black Enterprise
magazine as one of the 40 Best Companies for Diversity and
designated a Top Employer for Hispanics by Hispanic Network. The
company has earned a National Award of Nuclear Science and History
from the National Atomic Museum Foundation for its leadership and
commitment to nuclear development and is continually 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. 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 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 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, as well as any
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.
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.
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SOURCE Southern Company
