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Retail Supplier's Shareholders Vote to Approve Merger and Related Matters at Special Meeting
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Via Renewables, Inc. ("Via Renewables" or the "Company") announced today that at its special meeting of shareholders held earlier today, the Company’s shareholders voted, among other things, in favor of the proposals to: (i) approve the Agreement and Plan of Merger, dated as of December 29, 2023 (the 'Merger Agreement'), by and among the Company, Retailco, LLC, a Texas limited liability company ('Parent'), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ('Merger Sub') (the 'Merger Proposal'); and (ii) approve, by non-binding, advisory vote, compensation that may become payable to the Company’s name executive officers in connection with the Merger (the 'Compensation Proposal').
The Merger Proposal was approved by (1) approximately 83.3% 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') and (2) approximately 51.0% of the holders of the issued and outstanding shares of the Company’s Class A and Class B common stock on 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 (as defined below) and NuDevco Retail, LLC; and (ii) 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.
A proposal to adjourn the Special Meeting to solicit additional proxies was not needed because there were sufficient votes to obtain the shareholder votes required by the Merger Agreement.
"The parties expect to consummate the Transactions, including the Merger, as promptly as practicable and prior to the end of the second quarter of this year," Via said
If completed, the proposed merger would result in the Class A common stock being de-listed on NASDAQ. Each share of the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, that was issued and outstanding prior to the effective time of the Merger will be unaffected by the Merger, will remain outstanding and will continue to be listed on NASDAQ following completion of the Merger.
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June 7, 2024
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Copyright 2024 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com
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