SALT LAKE CITY
Feb. 7, 2013
/PRNewswire/ -- Energy
, Inc. (NYSE - ES) ("Energy
" or the "Company"), a leader in nuclear services, today announced the expiration of the "go shop" period under the previously announced Agreement and Plan of Merger, dated as of
January 7, 2013
(the "Merger Agreement"), which provides for the acquisition of the Company by an affiliate of Energy Capital Partners, a private equity firm focused on investing in
's energy infrastructure.
Under the Merger Agreement, the Company was permitted to solicit alternative acquisition proposals from third parties during the 30-day period ending at
New York City
February 6, 2013
(the "'go shop' period"). During the "go shop" period, 2 parties contacted representatives of the Company's financial advisor, Goldman, Sachs & Co. ("Goldman Sachs") and, at the direction of the Company's board of directors, Goldman Sachs contacted 22 parties. Of the 24 parties who were contacted by or who contacted representatives of Goldman Sachs during the "go shop" period, 15 were strategic buyers and 9 were private equity groups. During the "go shop" period, one party entered into a non-disclosure agreement in connection with its evaluation of a possible strategic transaction with the Company. Each party contacted, including the party that entered into a non-disclosure agreement with the Company, notified the Company that it would not be interested in pursuing a strategic transaction with the Company. Despite conducting an active and extensive solicitation process, the Company did not receive an alternative acquisition proposal from any potential buyer during the "go shop" period.
Starting at12:00 a.m.
New York City
February 7, 2013
, the Company became subject to customary "no shop" provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to a "fiduciary out" provision that allows the Company to provide information and participate in discussions with respect to certain unsolicited written proposals and to terminate the Merger Agreement and enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement.
In addition, the Company announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was granted and became effective on
February 1, 2013
The Company also announced that the United Kingdom Nuclear Decommissioning Authority gave its written consent to the change in control of Energy
EU Limited pursuant to the Merger Agreement.
The closing of the Merger Agreement remains subject to certain other conditions, including approval by the Company's stockholders and the consent of the Nuclear Regulatory Commission (the "NRC") and any State from whom the Company or its subsidiaries holds a radiological license or permit issued pursuant thereto, which States have entered into an agreement with the NRC pursuant to Section 274 of the Atomic Energy Act, to the indirect transfer of control of the Company's NRC and State radiological licenses and permits.