|
|
|
|
|
Retail Supplier Adjourns Special Meeting Of Shareholders Convened To Consider Merger Agreement To Allow More Time For Voting, Votes To Date Fail To Clear "Majority of the Minority" Requirement
The following story is brought free of charge to readers by VertexOne, the exclusive EDI provider of EnergyChoiceMatters.com
Via Renewables, Inc. ('Via Renewables' or the 'Company') announced today that it convened its Special Meeting of Shareholders on May 23, 2024, and a proposal to adjourn the meeting was approved in order to provide shareholders with additional time to vote on the previously reported Merger Proposal, under which all of Via Renewables’ Class A common stock, except for certain shares, will be acquired by Retailco, LLC ('Retailco')
See background on the merger here
The Special Meeting will be reconvened on June 7, 2024
The matters of business before the reconvened Special Meeting will be to approve the Merger Proposal and the Compensation Proposal.
Via said, "Shareholders have thus far strongly supported the Merger Proposal and the Compensation Proposal. While the votes FOR the Merger Proposal easily satisfied the majority of issued and outstanding shares of common stock standard of approval required by Delaware law, such votes did not satisfy the 'majority of the minority' vote requirement set forth in the merger agreement, which is a non-waivable condition requiring that the Merger Proposal be approved by a majority of the holders of the issued and outstanding shares of the Company’s Class A and Class B common stock at the close of business on March 25, 2024 (the 'Record Date'), other than shares (i) held (a) by the Company or any subsidiary of the Company, or (b) held or beneficially owned by William Keith Maxwell, III and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC (the 'Excluded Shares'); and (ii) any shares held by any (a) member of the Company’s Board of Directors, (b) any 'officer' of the Company (as defined by Rule 16a-1(f) under the Exchange Act), and (c) any immediate family members of the foregoing individuals' (the 'Insider Shares')."
Via said, "At the time the Special Meeting was convened on May 23, 2024, (i) over 81% of the issued and outstanding shares of the Company’s Class A and Class B common stock, at the close of business on the Record Date, voted FOR the Merger Proposal, (ii) over 44% of the issued and outstanding shares of the Company’s Class A and Class B common stock, other than Excluded Shares and Insider Shares, at the close of business on the Record Date, voted FOR the Merger Proposal, and (iii) over 78% of the votes cast by holders of shares of the Company’s Class A and Class B common stock, other than Excluded Shares and Insider Shares, at the close of business on the Record Date, voted FOR the Merger Proposal."
ADVERTISEMENT ADVERTISEMENT Copyright 2024 EnergyChoiceMatters.com. Unauthorized copying, retransmission, or republication
prohibited. You are not permitted to copy any work or text of EnergyChoiceMatters.com without the separate and express written consent of EnergyChoiceMatters.com
May 23, 2024
Email This Story
Copyright 2024 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com
NEW Jobs on RetailEnergyJobs.com:
• NEW! -- Energy Regulatory Specialist
• Sr. Market Risk Analyst -- Retail Supplier
|
|
|
|