Revolution Lighting Technologies Transaction Committee Retains Financial Advisor
20 Dezembro 2018 - 9:51PM
Revolution Lighting Technologies, Inc. (NASDAQ: RVLT) (“Revolution
Lighting” or the “Company”), a global provider of advanced LED
lighting solutions, previously announced that RVL 1 LLC, an
affiliate of the Company’s Chairman and CEO, Robert V. LaPenta, has
proposed to acquire all of the Company’s outstanding common stock
and take the Company private. In response, the Board of
Directors of the Company (the “Board of Directors”) formed a
Transaction Committee, consisting of each of the Company’s
independent directors. The Transaction Committee has been
empowered to review, evaluate and negotiate the terms of any
transaction with Mr. LaPenta and/or his affiliates, or any other
strategic alternative for the Company, and if the Transaction
Committee deems it appropriate, to approve or disapprove (or make a
recommendation to the Board of Directors to approve or disapprove)
any such transaction or strategic alternative.
The Transaction Committee plans to conduct a
thorough process to evaluate the Company’s strategic
alternatives. The Transaction Committee has retained H.C.
Wainwright & Co. to act as its financial advisor (contact: H.C.
Wainwright & Co., LLC e-mail: rvlt@hcwco.com) and Richards,
Layton & Finger, PA to serve as its legal counsel.
Schulte Roth & Zabel LLP serves as counsel to Mr. LaPenta and
his affiliates in connection with the take-private proposal by RVL
1 LLC.
As disclosed in the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 11, 2018, the Company’s consolidated financial statements
as of and for each of the fiscal years ended 2015, 2016 and 2017,
and each fiscal quarter therein, and the fiscal quarters ended
March 31, 2018 and June 30, 2018 should no longer be relied upon.
The Audit Committee is conducting a review to assess the accuracy
of the Company’s previously filed financial statements, the current
focus of which is to review the extent to which the Company
incorrectly recognized revenue with respect to bill and hold
transactions from 2014 until the second quarter of fiscal 2018, and
whether the Company’s accounting for those transactions led to
material errors in its financial statements. If this ongoing review
results in a conclusion that the Company made material errors in
its financial statements, the Company will restate the affected
financial statements to the extent required. As previously
reported, the Company estimates that if it had recorded revenue
based on shipment to customers and had corrected all known errors
unrelated to bill and hold revenue accounting, the impact on its
financial statements for prior periods would be to decrease revenue
by a total of approximately $5 million, $6 million and $7 million
in each of the 2014, 2015 and 2016 fiscal years, respectively, and
to increase revenue by approximately $12 million and $3 million in
fiscal 2017 and the first half of 2018 (ending June 30, 2018),
respectively. The completion of the Audit Committee review
and availability of audited financial statements may impact the
timing or viability of any potential transaction that may be
recommended by the Transaction Committee.
The Transaction Committee cautions the
stockholders of the Company and others considering trading in its
securities that the Transaction Committee has not made any decision
or determination with respect to the Company’s response to RVL 1
LLC’s proposal or any other alternative transaction. There
can be no assurance that the Company will enter into any definitive
agreement with respect to RVL 1 LLC’s proposed take-private
transaction or any alternative transaction, or that any such
transaction or alternative transaction will be approved or
consummated, or the timing thereof. The Company does not
undertake any obligation to provide any updates with respect to RVL
1 LLC’s proposal or any alternative transaction, except as required
under applicable law.
About Revolution Lighting Technologies
Inc.
Revolution Lighting Technologies, Inc. is a
leader in the design, manufacture, marketing, and sale of LED
lighting solutions focusing on the industrial, commercial and
government markets in the United States, Canada, and
internationally. Through advanced LED technologies, Revolution
Lighting has created an innovative lighting company that offers a
comprehensive advanced product platform of high-quality interior
and exterior LED lamps and fixtures, including signage and control
systems. Revolution Lighting is uniquely positioned to act as an
expert partner, offering full service lighting solutions through
our operating divisions including Energy Source, Multi-Family and
Tri-State LED to transform lighting into a source of superior
energy savings, quality light and well-being. Revolution Lighting
Technologies markets and distributes its products through a network
of regional and national independent sales representatives and
distributors, as well as through energy savings companies and
national accounts. Revolution Lighting Technologies trades on the
NASDAQ under the ticker RVLT. For more information, please visit
rvlti.com and connect with the Company on Twitter, LinkedIn and
Facebook.
Forward-looking statements
Except for statements of historical fact, the
matters discussed herein are “forward-looking statements” within
the meaning of the applicable securities laws and regulations. The
words “estimates”, “expects,” “believes” and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements, including statements regarding a
potential transaction, the extent of accounting errors and their
possible impact on the Company’s previously filed financial
statements, involve risks and uncertainties that may cause actual
results to differ materially from those stated here. Factors that
could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
Transaction Committee’s ability to successfully evaluate and
negotiate a transaction or strategic alternative for the Company,
the time, effort and expense required to complete the Audit
Committee’s review, the extent of any adjustments required to be
made in any revised financial statements, and the other risks
described more fully in the Company’s filings with the SEC.
Forward-looking statements in this press release speak only as of
the date hereof. The Company does not undertake to revise these
statements to reflect subsequent developments.
Revolution Lighting Technologies Investor Relations
Contact:
Amato and Partners, LLC
Investor
Relations
Counsel
admin@amatoandpartners.com
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