August 4, 2014 – Globe Newswire – Pike Corporation (NYSE:PIKE), one of the nation’s largest specialty construction and engineering firms serving the electric power industry, announced today that it has signed a definitive merger agreement under which investment firm Court Square Capital Partners in partnership with J. Eric Pike, the Company’s Chairman and Chief Executive Officer, will acquire the Company in a transaction in which each of the Company’s shareholders will receive $12.00 in cash, without interest and less any applicable withholding taxes, for each share of the Company’s common stock they hold. The price represents a premium of approximately 50.8 percent over the Company’s closing price on August 1, 2014, and a premium of approximately 39.6 percent over the 30‑day volume-weighted average closing prices leading up to that date.
The Board of Directors of the Company, acting on the unanimous recommendation of a Special Committee comprised entirely of independent and disinterested directors, adopted the merger agreement and resolved to submit it to the Company’s shareholders for their approval. The transaction is expected to be completed in the second quarter of the Company’s 2015 fiscal year, or the fourth quarter of calendar year 2014, subject to receipt of approval from the Company’s shareholders and regulatory approvals, and satisfaction of other customary closing conditions.
The merger agreement provides for a 30-day “go-shop” period, during which the Special Committee – with the assistance of its independent financial advisor BofA Merrill Lynch – will actively solicit, and to the extent received, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire the Company.
James L. Turner, Chairman of the Special Committee and lead independent director of the Company’s Board of Directors, said: “The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best outcome for shareholders. We are very pleased with this transaction and believe that it maximizes shareholder value.”
Mr. Pike said: “I believe this transaction will open an exciting new chapter for the Company, our employees and customers. We can deliver immediate value to shareholders, while we continue the integration of our acquired companies and our national service line expansion.
“The Company has made solid progress executing our diversified service strategy, but I recognize that it will still take more time, investment and patience. For these reasons, I believe our efforts will be better supported by partnering with Court Square and operating in a private environment. I am committed to this journey and plan to make a significant investment in this transaction with Court Square, an experienced and well respected investor with an outstanding reputation. We are committed to delivering an unmatched customer experience and excited to pursue the path ahead.”
Mr. Pike will continue to lead the Company as Chairman and Chief Executive Officer and will maintain a significant equity investment in the Company by contributing most of his equity in the Company to the new company in connection with the transaction. The Company will continue to be headquartered in Mount Airy, North Carolina.
The transaction will be financed through cash funded by an investment fund affiliated with Court Square, equity contributed by Mr. Pike and his affiliates, debt financing that has been committed by J.P. Morgan Securities LLC, KeyBank National Association and SunTrust Bank, and cash on hand. There is no financing condition to the closing of the merger.
For further information regarding all terms and conditions contained in the definitive merger agreement, please see the Company’s Current Report on Form 8-K, which will be filed in connection with this transaction.
BofA Merrill Lynch is acting as exclusive financial advisor to the Special Committee of the Board of Directors of Pike Corporation. McGuireWoods LLP is acting as independent legal advisor to the Special Committee. Moore & Van Allen PLLC is acting as legal advisor to Pike Corporation and its Board of Directors. Stephens, Inc. is acting as financial advisor to Court Square, and Dechert LLP is acting as legal advisor to Court Square. Mr. Pike is advised by separate counsel.
Pike Corporation, formerly known as Pike Electric Corporation, is one of the nation’s largest specialty construction and engineering firms serving over 300 investor-owned, municipal and cooperative utilities in the United States. Our comprehensive services include facilities planning and siting, permitting, engineering, design, installation, maintenance and repair of electric and communication infrastructure. Our common stock is traded on the New York Stock Exchange under the symbol PIKE. For more information, visit us online at www.pike.com.
About Court Square
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments, including several landmark transactions, and has developed numerous businesses into leaders in their respective markets. Based in New York, NY, Court Square invests in companies that have compelling growth potential. The firm manages over $6 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrial, healthcare and technology/telecommunications. For more information on Court Square, please visit www.courtsquare.com.
Source: Pike Corporation