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EX-2.1 - EX-2.1 - SERVIDYNE, INC. | g27614exv2w1.htm |
EX-99.2 - EX-99.2 - SERVIDYNE, INC. | g27614exv99w2.htm |
EX-99.1 - EX-99.1 - SERVIDYNE, INC. | g27614exv99w1.htm |
8-K - FORM 8-K - SERVIDYNE, INC. | g27614e8vk.htm |
Exhibit
99.3
FOR IMMEDIATE RELEASE
CONTACT: | Christine Pietryla, Pietryla Enterprises/Public Relations | |||
(312) 612-0283 | E-mail: cpietryla@pietryla.com |
SERVIDYNE AGREES TO BE ACQUIRED BY SCIENTIFIC
CONSERVATION, INC.
CONSERVATION, INC.
ATLANTA June 27, 2011 SERVIDYNE, INC. (NASDAQ: SERV), an energy efficiency and demand
response company, today announced that it has entered into an agreement to be acquired by
Scientific Conservation Inc. (SCI) for $3.50 per share in an all-cash transaction.
The acquisition is subject to Servidyne, Inc. shareholder approvals and other customary closing
conditions, and is currently expected to be completed in Servidynes second fiscal quarter ending
October 31, 2011. Following the sale, Servidyne will no longer be a publicly-traded company, and
its shares will cease to be traded on the NASDAQ Global Market.
We are pleased that this agreement recognizes the value of Servidynes expertise, relationships,
technologies and solutions, while providing our stockholders with an attractive cash premium for
their investment, said Alan R. Abrams, Chairman and CEO of Servidyne.
Servidyne and SCI have industry-leading engineering and technology expertise in energy efficiency,
demand response, building maintenance management and building controls. The acquisition is expected
to strengthen and enhance customer value.
Servidynes financial advisor is Ladenburg Thalmann & Co. Inc. and its legal advisor is Kilpatrick
Townsend & Stockton LLP. SCIs financial advisor is Roth Capital Partners, LLC and its legal
advisor is Cooley LLP.
About Servidyne
Servidyne, Inc. is headquartered in Atlanta, Georgia, and operates globally through its
whollyowned subsidiaries. The Company provides comprehensive energy efficiency and demand
response solutions, sustainability programs, and other products and services that significantly
enhance the operating and financial performance of existing buildings. Servidyne enables its
customers to cut energy consumption and realize immediate cost savings across their portfolios,
while reducing greenhouse gas emissions and improving the comfort and satisfaction of their
buildings occupants. The Company serves a broad range of markets in the United States and
internationally, including owners and operators of corporate, commercial office, hospitality,
gaming, retail, light industrial, distribution, healthcare, government, multi-family and education
facilities, as well as energy services companies and public and investor-owned utilities. For more
information, please visit www.servidyne.com or call 770-933-4200.
About Scientific Conservation Inc.
Scientific Conservation Inc., (SCI) a leading provider of energy efficiency solutions via
predictive diagnostics and analytics for the $5 billion commercial building market. The companys
suite of energy management solutions uses the industrys first software-as-a-service (SaaS)
platform to help reduce annual energy spending by comparing predicted energy and system
efficiencies against real-time operation. The companys headquarters are in San Francisco, CA,
with its technology center in Atlanta, GA. For more information, visit
www.scientificconservation.com.
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This press release does not constitute a solicitation of any vote or approval. In connection
with the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this press release, including
without limitation, statements containing the words believe, anticipate, estimate, expect,
plan, project, forecast, should, and words of similar import, are forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements included
in this press release include, without limitation, statements regarding the expected closing of the
proposed transaction, which projections are subject to the risk of nonsatisfaction of closing
conditions, among other risks. Forward-looking statements involve known and unknown risks,
uncertainties, and other matters which may cause the actual results, performance, or achievements
of Servidyne to be materially different from any future results, performance, or uncertainties
expressed or implied by such forward-looking statements. Factors affecting forward-looking
statements in this release include, without limitation, the factors identified under the caption
Risk Factors in the Companys Current Report on Form 8-K filed with the SEC on June 2, 2011, as
such factors may be updated from time to time by subsequent Servidyne SEC reports. Servidyne does
not undertake to update these forward-looking statements.
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