Servidyne Agrees to Be Acquired by Scientific Conservation, Inc.
27 Junho 2011 - 11:05AM
Business Wire
SERVIDYNE, INC. (NASDAQ: SERV), an energy efficiency and
demand response company, today announced that it has entered into
an agreement to be acquired by Scientific Conservation Inc. (SCI)
for $3.50 per share in an all-cash transaction.
The acquisition is subject to Servidyne, Inc. shareholder
approvals and other customary closing conditions, and is currently
expected to be completed in Servidyne’s second fiscal quarter
ending October 31, 2011. Following the sale, Servidyne will no
longer be a publicly-traded company, and its shares will cease to
be traded on the NASDAQ Global Market.
“We are pleased that this agreement recognizes the value of
Servidyne's expertise, relationships, technologies and solutions,
while providing our stockholders with an attractive cash premium
for their investment,” said Alan R. Abrams, Chairman and CEO of
Servidyne.
Servidyne and SCI have industry-leading engineering and
technology expertise in energy efficiency, demand response,
building maintenance management and building controls. The
acquisition is expected to strengthen and enhance customer
value.
Servidyne’s financial advisor is Ladenburg Thalmann & Co.
Inc. and its legal advisor is Kilpatrick Townsend & Stockton
LLP. SCI’s financial advisor is Roth Capital Partners, LLC and its
legal advisor is Cooley LLP.
About Servidyne
Servidyne, Inc. is headquartered in Atlanta, Georgia, and
operates globally through its wholly–owned subsidiaries. The
Company provides comprehensive energy efficiency and demand
response solutions, sustainability programs, and other products and
services that significantly enhance the operating and financial
performance of existing buildings. Servidyne enables its customers
to cut energy consumption and realize immediate cost savings across
their portfolios, while reducing greenhouse gas emissions and
improving the comfort and satisfaction of their buildings'
occupants. The Company serves a broad range of markets in the
United States and internationally, including owners and operators
of corporate, commercial office, hospitality, gaming, retail, light
industrial, distribution, healthcare, government, multi-family and
education facilities, as well as energy services companies and
public and investor-owned utilities. For more information, please
visit www.servidyne.com or call 770-933-4200.
About Scientific Conservation Inc.
Scientific Conservation Inc., (SCI) a leading provider of energy
efficiency solutions via predictive diagnostics and analytics for
the $5 billion commercial building market. The company’s suite of
energy management solutions uses the industry’s first
software-as-a-service (SaaS) platform to help reduce annual energy
spending by comparing predicted energy and system efficiencies
against real-time operation. The company’s headquarters are in San
Francisco, CA, with its technology center in Atlanta, GA. For more
information, visit www.scientificconservation.com.
ADDITIONAL INFORMATION ON THE MERGER AND
WHERE TO FIND IT
This press release does not constitute a solicitation of any
vote or approval. In connection with the proposed merger,
Servidyne, Inc. will file a proxy statement with the SEC, and
deliver the definitive proxy statement to its shareholders.
Servidyne shareholders are urged to read the proxy statement
when it becomes available, as well as other documents filed with
the SEC, because they will contain important information about the
merger. The proxy statement and other documents Servidyne files
with the SEC will be available free of charge at the SEC’s web site
(www.sec.gov) or from Servidyne’s website (www.servidyne.com) under
the tab “Investor Relations” and then under the heading “All SEC
Filings”. Free copies of Servidyne’s filings also may be obtained
by directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Servidyne’s shareholders with respect to the proposed
transaction. Information about the directors and executive officers
of Servidyne is included in its definitive proxy statement for its
2010 annual meeting of shareholders filed with the SEC on July 28,
2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities
holdings or otherwise, will be set forth in the proxy statement and
other documents to be filed with the SEC in connection with the
proposed merger.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING
STATEMENTS
Certain statements contained or incorporated by reference in
this press release, including without limitation, statements
containing the words “believe,” “anticipate,” “estimate,” “expect,”
“plan,” “project,” “forecast,” “should,” and words of similar
import, are forward-looking statements within the meaning of the
federal securities laws. Forward-looking statements included in
this press release include, without limitation, statements
regarding the expected closing of the proposed transaction, which
projections are subject to the risk of nonsatisfaction of closing
conditions, among other risks. Forward-looking statements involve
known and unknown risks, uncertainties, and other matters which may
cause the actual results, performance, or achievements of Servidyne
to be materially different from any future results, performance, or
uncertainties expressed or implied by such forward-looking
statements. Factors affecting forward-looking statements in this
release include, without limitation, the factors identified under
the caption “Risk Factors” in the Company’s Current Report on Form
8-K filed with the SEC on June 2, 2011, as such factors may be
updated from time to time by subsequent Servidyne SEC reports.
Servidyne does not undertake to update these forward-looking
statements.
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