|[September 13, 2013]
Integrated Electrical Services, Inc. Completes Acquisition of MISCOR Group, Ltd.
HOUSTON --(Business Wire)--
Integrated Electrical Services, Inc. (NASDAQ:IESC) ("IES") today
announced that it has completed its acquisition of MISCOR Group, Ltd.
("MISCOR"), a provider of electrical and mechanical solutions to
customers both in the United States and abroad. The acquisition of
MISCOR is part of IES' strategic plan to invest in companies that meet
our strategic and financial criteria and allow us to accelerate the
utilization of our net operating loss carryforwards.
At special meetings held on September 12, 2013, 80.4% of MISCOR's
shareholders voted to approve the merger of MISCOR with and into IES
Subsidiary Holdings, Inc., a wholly-owned subsidiary of IES, and 82.7%
of IES' stockholders voted to issue shares of IES common stock to MISCOR
shareholders in connection with the merger.
Pursuant to the merger agreement, at the effective time of the merger,
each issued and outstanding share of MISCOR common stock was converted
into the right to receive, at the election of the holder, either stock
consideration of 0.3118 shares of IES common stock or cash consideration
of $1.48. IES issued approximately 2.8 million shares of common stock
and paid approximately $4.1 million in cash to MISCOR shareholders in
connection with the merger. The shares of IES common stock issued to
MISCOR shareholders in connection with the merger represent
approximately 15.6% of the shares of IES common stock issued and
outstanding immediately after effectiveness of the merger.
Information set forth herein contains "forward-looking statements" (as
defined in Section 21E o the Securities Exchange Act of 1934, as
amended), within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, which reflect IES' expectations regarding
future events. The forward-looking statements involve substantial risks
and uncertainties that could significantly affect expected results, and
actual future results and IES stockholder value could differ materially
from those described in these statements. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the merger, including future financial and operating
results, accretion to IES' earnings per share arising from the
transaction, the expected amount and timing of cost savings and
operating synergies, the new combined company's business strategy,
plans, market and other expectations, objectives, intentions and other
statements that are not historical facts.
The following additional factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the inability to achieve, or difficulties and delays in
achieving, synergies and cost savings relating to the merger; the
ability of IES to enter into, and the terms of, future contracts; the
impact of governmental laws and regulations; the adequacy of sources of
liquidity; the ability of IES to retain certain employees key to the
ongoing success of the combined company and the availability of other
skilled personnel; the effect of litigation, claims and contingencies;
the inability to carry out plans and strategies as expected; future
capital expenditures and refurbishment, repair and upgrade costs; delays
in refurbishment and upgrade projects; the sufficiency of funds for
required capital expenditures, working capital and debt service;
liabilities under laws and regulations protecting the environment; and
the impact of acquisition accounting. Additional factors that may affect
future results are contained in IES' and MISCOR's filings with the SEC (News - Alert),
which are available at the SEC's web site http://www.sec.gov.
IES disclaims any duty to update and revise statements contained in
these materials based on new information or otherwise.
About Integrated Electrical Services, Inc.
Integrated Electrical Services, Inc. is a holding company that owns and
manages multiple operating subsidiaries, currently comprised of
providers of industrial products and infrastructure services to a
variety of end markets. Our 3,000 employees serve clients in the United
States and abroad. For more information about IES, please visit www.ies-corporate.com.
[ Back To Technology News's Homepage ]