EnerNOC to buy World Energy Solution for $5.50 per share
Under the terms of the agreement, a subsidiary of EnerNOC will commence a tender offer to acquire all of the Company's shares of common stock for $5.50 per share in cash, representing an approximate 35% premium over the 20 trading-day average of the Company's shares and an approximate 33% premium to the closing price of the Company's shares on November 3, 2014.
EnerNOC's obligation to purchase the shares of the Company's common stock tendered in the tender offer is subject to certain conditions, including that holders of at least a majority of the shares are tendered during the tender offer period.
Following completion of the tender offer, the remaining shares will be acquired in a second step merger at the same cash price as paid in the tender offer.
Under the terms of the agreement, the Company may solicit superior proposals from third parties during a "go-shop" process, run by Canaccord Genuity, that extends for 55 days. It is not anticipated that any developments will be disclosed with regard to this process unless and until the Company's Board of Directors makes a decision to pursue a potential superior proposal. The agreement provides EnerNOC with a customary right to match any superior proposal.
A special committee of the Board of Directors, consisting solely of independent directors, and the Board of Directors, unanimously approved the transaction. The special committee also obtained and considered a fairness opinion from Duff & Phelps, an independent third-party financial advisor. ■