Southern Company (NYSE: SO) and PowerSecure International, Inc. (NYSE: POWR) today announced that the boards of directors of both companies have approved a definitive merger agreement through which Southern Company will acquire PowerSecure, with PowerSecure becoming a wholly owned subsidiary of Southern Company.
Southern Company believes that the advancement of distributed infrastructure technologies - the very technologies in which PowerSecure specializes through its unique business model - helps meet customers' future energy needs as part of the full portfolio of energy resources. These technologies typically receive highest demand largely in markets outside of the Southeast, where distributed infrastructure investments tend to provide greater customer value. Through this natural evolution of the companies' current business models, the combined company would be particularly suited to address reliability concerns and promote technology advances with a focus on the future.
As Southern Company and PowerSecure prepare for tomorrow, 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.
"As energy technologies and customer expectations continue to evolve, the electric utility business model is increasingly expanding beyond the meter," said Southern Company Chairman, President and CEO Thomas A. Fanning. "Today there is demand for distributed infrastructure solutions that best meet each customer's unique energy needs. With the addition of PowerSecure to Southern Company, we're extending our commitment to create America's energy future by tapping into industry-leading expertise to deliver cutting-edge solutions to energy consumers nationwide."
By acquiring 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.
"Southern Company has earned a reputation as one of America's premier utilities by deploying its technical expertise and financial strength to best serve customers," said Sidney Hinton, chief executive officer of PowerSecure. "These attributes, combined with Southern Company's nationally recognized customer service, make Southern Company the ideal partner for PowerSecure to deliver even greater value to our customers. We are incredibly excited about the potential to accelerate and expand our business as part of Southern Company as we continue to serve our data center, hospital, utility and other customers."
Under the terms of the agreement, PowerSecure's stockholders will be entitled to receive $18.75 in cash for each share of PowerSecure common stock in a transaction with a purchase price of approximately $431 million.
After closing, the companies anticipate that PowerSecure's operations, including its management team and corporate headquarters, will continue to be based in Wake Forest, N.C.
Completion of the transaction is conditioned upon, among other things, the approval of PowerSecure stockholders. The transaction is also subject to the notification and clearance and reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The companies expect to complete the transaction by the end of the second quarter of 2016.
Jones Day, Gibson Dunn & Crutcher LLP and Troutman Sanders LLP are serving as legal counsel to Southern Company. J.P. Morgan Securities LLC is serving as the exclusive financial advisor to PowerSecure and Wachtell, Lipton, Rosen & Katz and Kegler Brown Hill + Ritter are serving as legal counsel to PowerSecure.
PowerSecure Conference Call
PowerSecure management will webcast a conference call at 5:30 p.m. ET on Wednesday, Feb. 24, 2016. To access the live webcast, please log on to the investor section of the company's website at http://www.powersecure.com.
The call can also be accessed by dialing 888-339-2688 (or 617-847-3007 if dialing internationally) and providing pass code 89811649. If you are unable to participate during the live webcast, a replay of the conference call will be available approximately two hours after the completion of the call through midnight on March 9, 2016. To listen to the replay, dial 888-286-8010 (or 617-801-6888 if dialing internationally), and enter passcode 86873735. In addition, the webcast will be archived on the company's website at www.powersecure.com.