Retail Supplier Announces Merger Agreement, Go Shop Period

January 2, 2024

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Copyright 2010-23 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com

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Via Renewables, Inc. ('Via Renewables' or the 'Company') announced today that it has signed a merger agreement (the 'Agreement') whereby all of Via Renewables’ Class A common stock, except for certain shares described below, will be acquired by Retailco, LLC ('Retailco') for $11.00 per share.

The cash consideration represents a 17.0% premium to the closing share price of Via Renewables’ Class A common stock on December 29, 2023, the last trading day prior to today’s announcement and execution of the Agreement. The cash consideration also represents a 19.7% premium to the 30 trading-day volume-weighted average price as of December 29, 2023, and a 36.5% premium to the 60 trading-day volume-weighted average price as of December 29, 2023.

Retailco is an entity owned by TxEx Energy Investments, LLC, which is wholly owned by William Keith Maxwell, III ('Maxwell'). Maxwell is Via Renewables’ current Chief Executive Officer and Chairman of the Board and directly and indirectly owns approximately 65.7% of Via Renewables’ common stock.

"The Agreement was negotiated and entered into following Via Renewables’ receipt of proposals from Maxwell in which he expressed an interest in acquiring all shares of Via Renewables’ Class A common stock that he did not currently hold," Via said

The transaction will be effected by a merger of NuRetailco LLC, a Delaware limited liability company ('NuRetailco') and wholly owned subsidiary of Retailco, with and into Via Renewables, with Via Renewables surviving. Under the terms of the Agreement, all of Via Renewables’ Class A common stock, except for shares of Class A common stock for which appraisal rights have been properly and validly exercised under Delaware law and certain additional shares, including those held by Via Renewables or any of its subsidiaries (or held in Via Renewables’ treasury); Retailco or NuRetailco or any of their respective subsidiaries; or Maxwell, and any person or entity controlled by him, will be converted into the right to receive the cash consideration. The Class A common stock, currently traded under the symbol VIA, will cease to trade on NASDAQ upon consummation of the transaction. Via Renewables expects that its Series A Preferred Stock, currently traded under the symbol VIASP, will continue to trade on NASDAQ following the transaction. Accordingly, Via Renewables will remain subject to the reporting requirements of the Securities Exchange Act of 1934.

"The transaction was negotiated on behalf of Via Renewables by a Special Committee of its Board of Directors with the assistance of independent financial and legal advisors. The Special Committee is comprised of entirely disinterested and independent directors. Following the Special Committee’s unanimous recommendation in support of the merger, Via Renewables’ Board of Directors (other than Maxwell) approved the Agreement and recommended that the Via Renewables’ stockholders adopt and approve the Agreement and the merger," Via said

The Agreement provides for a 'go-shop' period of thirty days following execution of the Agreement during which the Special Committee will be permitted to initiate, solicit or knowingly encourage and facilitate discussion for any inquiry, offer or request that could reasonably be expected to lead to a competing transaction with a third party. Maxwell has not forfeited his right to participate in any subsequent meeting of the Via Renewables’ Board of Directors regarding a competing transaction or superior proposal. There can be no assurance that this 'go-shop' process will result in a competing transaction or superior proposal, Via said

According to an 8-K, "Except as explicitly provided for in the Agreement, each party shall pay its own expenses incident to preparing for, entering into and carrying out the Agreement and the consummation of Transactions, whether or not the Merger shall be consummated. If (i) Parent terminates the Agreement pursuant to a Change in Company Recommendation or (ii) the Company terminates the Agreement pursuant to a Superior Proposal or Intervening Event, then the Company shall pay Parent cash in amount equal to the reasonable and documented third party expenses of Parent and Merger Sub incurred in connection with this Agreement, not to exceed $300,000.00 (the 'Company Termination Fee'). If (i) Parent or Company terminates the Agreement pursuant to a failure to obtain stockholder approval, (ii) on or before the date of any such termination a Competing Transaction shall have been publicly disclosed and not withdrawn, and (iii) within twelve months after the date of such termination, the Company enters into a definitive agreement with respect to a Competing Transaction, then the Company shall pay Parent the Company Termination Fee."

The merger is subject to approval by a majority of holders of the issued and outstanding shares of Via Renewables’ Class A common stock and Class B common stock. In addition, the merger is subject to a non-waivable requirement of approval by the holders of at least a majority of the issued and outstanding Class A common stock and Class B common stock not owned by Maxwell and his affiliated entities or the directors, officers or their immediate family members. Maxwell and affiliated entities have entered into a support agreement to vote their shares in favor of the transaction and against any competing transaction.

The Agreement is not subject to a financing condition, but is subject to customary closing conditions. The transaction is expected to close in the second quarter of 2024, Via said

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