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Integrated Electrical Services And MISCOR Group Announce Signing Of Merger Agreement

Stocks in this article: IESC MIGL

Michael Moore, Chief Executive Officer of MISCOR said, “Partnering with IES will position us for continued growth and enable us to maximize the favorable opportunities we see ahead. We believe this transaction is in the best interest of and creates significant value for our shareholders, our employees and our customers. Although MISCOR will operate as a stand-alone subsidiary of IES, we expect to operate from a position of even greater strength by taking advantage of IES’ financial resources, nationwide presence, operational infrastructure and, most importantly, IES’ long-term commitment and investment philosophy.”

Additional Information About the Merger

The definitive agreement provides that each share of MISCOR common stock will, at the election of the shareholder, be converted into the right to receive, subject to the adjustment described above, either (i) a cash payment currently estimated to be between $1.48 and $1.57 per share, subject to adjustment based upon MISCOR’s average daily debt balance over the 30-day period ending with the fifteenth complete trading date prior to the closing date, with a minimum share price of $1.415 or (ii) shares of IES common stock having an equivalent value, based upon the volume-weighted average of the sale prices per share of IES common stock for 60 consecutive trading days (the “VWAP”) ending with the fifteenth complete trading date prior to the closing date, subject to a collar 20% above and 20% below the 60-day VWAP ending with the second complete trading day prior to the date of the merger agreement. For illustrative purposes, assuming an average daily debt balance for MISCOR of $6.0 million, the midpoint of the anticipated total debt range of MISCOR, and an IES VWAP of $5.03, which is based on IES’ VWAP as of March 11, 2013, MISCOR shareholders electing to receive IES common stock will receive 0.303 shares of IES common stock for each share of MISCOR common stock they hold. IES expects to use cash on hand and proceeds from debt financing to fund the acquisition. The transaction is expected to be accretive to IES’ earnings per share in 2013, net of acquisition costs.

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