Attached files
| file | filename |
|---|---|
| 8-K - FORM 8K - PECO II INC | peco8k.htm |
| EX-2.1 - MERGER AGREEMENT - PECO II INC | peco_21.htm |
| EX-10.1 - VOTING AGREEMENT - PECO II INC | peco_101.htm |
EXHIBIT 99.1
News Release
For
Immediate Release
For more
information, contact:
John G.
Heindel
Chairman,
President and Chief Executive Officer
Tel:
419-468-7600
Michelle
Barry
BridgeView
Marketing
603.570.7533
michelle@bridgeviewmarketing.com
PECO
II, INC. TO BE ACQUIRED BY LINEAGE POWER HOLDINGS, INC.
GALION,
Ohio, February 18, 2010 – PECO II, Inc. (Nasdaq:PIII) today announced the
signing of a definitive agreement with Lineage Power Holdings, Inc. (Lineage), a
Gores Group company and a provider of intelligent power conversion
solutions. Under the terms of the agreement, Lineage will acquire all
of the outstanding shares of PECO II for $5.86 per share in cash. The
offer price represents a 51 percent premium over the closing price of PECO II
shares on February 17, 2010.
The
Boards of Directors of both PECO II and Lineage have unanimously approved the
proposed transaction. Certain of PECO II’s principal shareholders
that collectively own approximately 17 percent of the outstanding shares of PECO
II’s common stock, including Matthew P. Smith and trusts controlled by James L.
Green, two members of PECO II’s Board of Directors, have agreed to vote their
shares in favor of the transaction.
John G.
Heindel, Chairman, President, and Chief Executive Officer of PECO II said, “Our
Board of Directors firmly believes that this transaction, which represents a
significant premium, is in the best interests of shareholders and of PECO
II.
“The
Lineage Power Total Efficiency technology leads the industry by helping service
providers lower energy costs with a broad, end-to-end
offering. Together, our products and nationwide support
infrastructure will create one of the largest and most capable professional
services organizations for telecom power in North America.”
Craig A.
Witsoe, Chief Executive Officer of Lineage said, “PECO II is well respected for
its high standard of customer service, responsiveness and easy-to-use systems
design. The combined company can better serve the installed base and
help customers expand for future growth with comprehensive, US-based
engineering, product qualification, and support services.”
The
transaction is subject to the approval of PECO II stockholders. The
companies anticipate that the transaction will be completed in the second
calendar quarter of 2010.
Western
Reserve Partners LLC is serving as PECO II’s financial advisor and has provided
the fairness opinion in connection with the proposed
transaction. PECO II is represented by its general counsel, the law
firm of Porter, Wright, Morris & Arthur, LLP.
About Lineage
Power
Lineage
Power Corporation, a Gores Group company, traces its 95+ year heritage of
patented innovation to AT&T, Bell Labs, Lucent Technologies and Western
Electric. The first name in power, Lineage delivers reliable and
intelligent power conversion solutions with energy-efficient AC-DC power
supplies, DC-DC board-mounted power modules, telecom energy systems, and custom
power products backed by local field expertise in 25+ locations worldwide.
Designed for decades of non-stop operation, the high-availability DC power
conversion solutions enable voice, video and data communications while assuring
investment protection, total system efficiency, and significantly reduced total
cost of ownership. More information about Lineage hardware, software,
services and training is available at www.lineagepower.com.
About The Gores Group,
LLC
Founded
in 1987 by Alec E. Gores, The Gores Group, LLC is a private equity firm focused
on acquiring controlling interests in mature and growing businesses which can
benefit from the firm's operating experience and flexible capital base. The firm
combines the operational expertise and detailed due diligence capabilities of a
strategic buyer with the seasoned M&A team of a traditional financial buyer.
The Gores Group, LLC has become a leading investor having demonstrated over time
a reliable track record of creating substantial value in its portfolio companies
alongside management. The firm's current private equity fund has committed
equity capital of $1.7 billion. Headquartered in Los Angeles, California, The
Gores Group, LLC maintains offices in Boulder, Colorado and London. For more
information, please visit www.gores.com.
About PECO II,
Inc.
PECO II,
headquartered in Galion, Ohio, provides engineering and on-site installation
services and designs, manufactures, and markets communications power systems and
power distribution equipment. As the largest independent full-service
provider of telecommunications power systems, PECO II provides total power
quality and reliability solutions, and supports the power infrastructure needs
of communications service providers in the local exchange, long-distance,
wireless, broadband and Internet markets. Additional information
about PECO II can be found at www.peco2.com.
Forward-Looking
Statements
Statements
in this release that are not historical fact are forward-looking statements,
which involve risks and uncertainties that may cause actual results or events to
differ materially from those expressed or implied in such
statements. For example, although PECO II and Lineage have signed an
agreement for a subsidiary of Lineage to merge into PECO II, there is no
assurance that they will complete the proposed merger. The proposed
merger may not occur at all if the companies do not receive necessary approval
from PECO II’s shareholders, or if it is blocked by a governmental agency, or if
either PECO II or Lineage fail to satisfy other conditions to
closing. Other risks and uncertainties to which PECO II is subject
are discussed in its reports filed with the SEC under the caption “Risk Factors”
and elsewhere, including, without limitation, its Annual Report on Form 10-K for
the year ended December 31, 2008 (filed March 31, 2009); and its Quarterly
Reports on Forms 10-Q for the fiscal quarter ended March 31, 2009 (filed May 15,
2009); for the fiscal quarter ended June 30, 2009 (filed August 14, 2009); and
for the fiscal quarter ended September 30, 2009 (filed November 13,
2009). This release contains time-sensitive information that reflects
management’s best analysis only as of the date of this release. PECO
II does not undertake any obligation to publicly update or revise any
forward-looking statements to reflect future events, information, or
circumstances that arise after the date of this release.
Additional Information and
Where to Find It
In
connection with the proposed acquisition of PECO II by Lineage, PECO II intends
to file relevant materials with the SEC, including its proxy statement on
Schedule 14A. Shareholders and investors are advised to read all relevant
documents filed with the SEC, including the proxy statement, because they will
contain important information about the proposed
transaction. Shareholders and investors may obtain a
free copy of the proxy statement (when available) and other documents filed by
PECO II with the SEC at the SEC’s website at www.sec.gov. Free copies
of the proxy statement (once available) and PECO II’s other filings with the
SEC, may be obtained by directing a written request to PECO II, Inc., Attention:
Jocelyn Koozer, 1376 State Route 598, Galion, Ohio 44833.
Participants in the
Solicitation
PECO II
and its directors, executive officers and other members of its management may be
deemed to be soliciting proxies from PECO II’s shareholders in favor of the
proposed transaction. Investors and shareholders may obtain more
detailed information regarding the direct and indirect interests in the proposed
transaction of persons who may, under the rules of the SEC, be considered
participants in the solicitation of PECO II’s shareholders in connection with
the proposed transaction by reading the preliminary and definitive proxy
statements regarding the proposed transaction, which will be filed with the
SEC.
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