Comverge to be Acquired by Affiliate of H.I.G. Capital

Comverge, Inc. has entered into an agreement to be acquired by an affiliate of H.I.G. Capital, LLC, a global private investment firm, for approximately $49 million in equity value.

Affiliates of H.I.G. Capital will provide debt financing to Comverge in the amount of $12.0 million, which is not contingent on the closing of the acquisition by H.I.G. Capital.

"We are pleased to have found a solution to the Company's immediate need for capital to fund ongoing operations that not only preserves value for stockholders but also provides immediate cash value to stockholders. The transaction addresses the risks associated with the Company's liquidity position, provides for our financial viability going forward and allows Comverge to continue to execute on its business plan with the financial backing of H.I.G. Capital," said Alec Dreyer, Comverge's Chairman of the Board of Directors

Pursuant to the definitive agreement, Comverge is permitted to solicit alternative proposals from third parties during a go-shop period of 30 days following the date of the definitive agreement, with the potential for a 10 day extension.

Absent the H.I.G. Capital transaction, Comverge believes it would be unable to raise the necessary capital to fund continuing operations.

On March 15, 2012, Comverge filed its Form 10-K, which included an opinion from its independent auditor that due to the combination of the amount of cash flow that is expected from operations, debt that is due in 2012, and the Company's inability to comply with restrictive debt covenants, there is substantial doubt about Comverge's ability to continue as a going concern. In addition, Comverge's primary and secondary lienholders have issued amortization and default notices, which has significantly accelerated the need for capital and also made it extremely challenging for the company to raise capital by either issuing equity or securing additional debt. Certain contractual rights of the lienholders also have adversely affected Comverge's ability to raise capital from third parties.

The offer price of $1.75 per share represents a premium of approximately 18 percent over Comverge's average closing price of $1.48 over the last 30 days.