World Energy Solutions and Ardsley Partners Announce Settlement and Standstill Agreement [Global Data Point]
(Global Data Point Via Acquire Media NewsEdge) Peter A. Londa joins the Board as a Class III director with his term expiring at the 2015 annual meeting of the stockholders. Sean S. Sweeney joins the Board as a Class II director and will be nominated by the Board for election at the 2014 annual meeting.
Under the agreement one of the two new independent directors will be appointed to the Board's Corporate Governance and Nominating Committee. The Company has also agreed to form a Strategic Alternatives Committee to work with the Company's management and professional advisors to identify and review financial and strategic alternatives to enhance the Company's revenue and value. One of the two new independent directors will be appointed to the Strategic Alternatives Committee.
Ardsley has agreed to certain customary "standstill provisions" with respect to its Company's common stock.
The Company and Ardsley have agreed that, in addition to Sean S. Sweeney, a second new independent director will be nominated for election at the 2014 annual meeting. To effect an orderly transition and recomposition of the Board consistent with the objectives of the agreement, John Wellard, who is a current Class II director, has volunteered that he will not stand for re-election at the 2014 Annual Meeting and accordingly has tendered his resignation effective at such meeting. Mr. Wellard will continue to serve on the Board until the 2014 annual meeting. Mr. Wellard's successor will be selected and recommended to the full Board by the Nominating and Governance Committee with Ardsley's input and the input of other stockholders who notify the Company that they wish to participate in the selection process.
Mr. Edward Libbey, the Chairman of the Board, noted that "It was in the best interests of the Company and all of its stockholders to reach an agreement with Ardsley prior to the nomination deadline for the 2014 annual meeting. The Company's directors are committed to strengthening the Board to add the most highly qualified directors available. Just as we added Ralph Sheridan to our Board in 2013, today's expansion of the Board to add Messrs. Sweeney and Londa, plus the Company's selection of an additional outside director over the coming weeks is entirely consistent with these objectives."
Benjamin I. Block, General Partner of Ardsley, stated, "We are pleased to have reached an agreement with the Company. Peter and Sean are well-respected, proven business leaders with decades of experience in sales, marketing, and business development. We believe that their addition to the Board will better position the Company to achieve long-term, profitable growth."
About the new World Energy Solutions Directors:
Peter A. Londa was most recently the CEO of BPL Global, a leading smart grid technology company. BPL Global was acquired by Danaher Corp. in 2013. Prior to serving as CEO of BPL Global, Mr. Londa was the Company's CFO and Executive Vice President of Corporate Development. Mr. Londa joined BPL Global in 2007 after a career in investment banking with The Chart Group, L.P., where he served as Director of Investment Banking from May 2004 through December 2007. Mr. Londa is a seasoned sales and business development executive and has successfully evaluated, negotiated and developed numerous investments and partnerships with major energy consumers globally. Mr. Londa received his B.A., J.D. and M.B.A. from Emory University. Mr. Londa's deal making skills and deep understanding of utility and energy markets make him a unique and valuable asset to the Board.
Sean S. Sweeney is currently an international marketing consultant for Tokio Marine Management %7E Insurance Companies. Prior to this role, Mr. Sweeney served as President and CEO of Philadelphia Insurance Companies, a global, publicly-traded insurance business which traded on the NASDAQ from 1993 until 2008, when it was acquired by Tokio Marine Holdings. Prior to serving as President and CEO of Philadelphia Insurance Companies, Mr. Sweeney held several positions of increasing responsibility including Chief Marketing Officer and President of the company's brokerage division. In addition, during his tenure at Philadelphia Insurance Companies, Mr. Sweeney successfully opened and integrated twenty-one sales offices, which increased the company's revenues from $96 million to $2.2 billion. Mr. Sweeney currently serves on the Board of Directors of Fortegra Financial Corporations, a publicly traded company, and previously served on the Board of Directors of each of Tokio Marine North America and Philadelphia Insurance Companies. Mr. Sweeney received his B.S. from University of Mount Union and his M.B.A. from St. Joseph University. Mr. Sweeney's extensive executive and public board experience make him a valuable asset to the Board.
The complete agreement between World Energy Solutions and Ardsley will be included as an exhibit to the Company's Current Report on Form 8-K which will be filed with the Securities and Exchange Commission ("SEC"). Further details regarding the 2014 Annual Meeting will be included in the Company's definitive proxy materials, which will be filed with the SEC.
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