Revolution Lighting Technologies To Acquire Seesmart Technologies, Inc.

   Revolution Lighting Technologies To Acquire Seesmart Technologies, Inc.

Complements and Strengthens Our Position as a Leader in the LED Lighting
Industry

PR Newswire

CHARLOTTE, N.C., Dec. 3, 2012

CHARLOTTE, N.C., Dec. 3, 2012 /PRNewswire/ --

  oProvides Revolution with an exclusive network of over 50 focused
    distributors and 300 sales representatives covering the entire United
    States and selected international locations.
  oEstablishes a Comprehensive Portfolio of Leading Products and Solutions
    and Significantly Enhances our Business development Capabilities.
  oAdds A Significant Pipeline of Qualified Opportunities.

Revolution Lighting Technologies, Inc. (NASDAQ: RVLT), a leader in advanced
LED lighting technology today announced that it has entered into a definitive
agreement to acquire Seesmart Technologies, Inc. in a stock and cash
transaction valued at approximately $20 million. The transaction has been
approved by both Board of Directors and is expected to close by December 31,
2012.

Seesmart based in Simi Valley, California is a leading LED solutions provider
with a broad range of solutions serving the commercial, industrial and
institutional lighting markets. Seesmart's strong leadership combined with
its exclusive network of experienced lighting distributors and sales
representatives provides Seesmart with a customer and solution focused
advantage. Seesmart has a group of over 50 exclusive distributors and 300
sales representatives covering virtually all of the United States and selected
international locations. In addition, it has developed centers of excellence
in key US locations which are used to provide distributor training and to
demonstrate lighting solutions in realistic product environments. Seesmart
has a complete end-to-end product line for both indoor and outdoor
applications and is highly complementary to the existing Revolution Array
product line.

"The acquisition of Seesmart is a significant step in the strategic
transformation of Revolution Lighting Technologies becoming a leading quality
provider of LED lighting solutions. The LED market is entering a period of
dramatic growth. We believe a company with a broad state of the art product
portfolio, a network of qualified distributors, and a reputation for superior
service will be well positioned for dramatic growth in this space. Seesmart
significantly strengthens our position in all of these key areas, and we
expect them to grow rapidly and be profitable in 2013 and beyond," said Robert
V. LaPenta, Chairman of Revolution.

"Our combination with Revolution Lighting and Robert LaPenta's Aston Capital
will enable us to shape the future of LED lighting through continued
innovation, increased scale, and focus on developing new opportunities and top
flight customer service," said Ken Ames, Chief Executive Officer of Seesmart.

Under the terms of the agreement, Seesmart will receive approximately 50
percent of the purchase price consideration in shares of Revolution stock and
50 percent in cash. The $10 million of stock consideration will be based on
the volume weighted average price of the stock over up to 20 consecutive days
ending with the second trading day preceding closing, and to the extent the
number of shares would exceed 9.1 million shares, Revolution at its discretion
may elect to pay the difference in cash. The $10 million of cash
consideration contemplated will be derived from the sale of a new convertible
preferred stock to RVL Holdings, an entity managed by Aston Capital, LLC and
controlled by Robert V. LaPenta. The Company will provide a more detailed
description of the terms and conditions of the transaction in a Current Report
on Form 8-K to be filed with the SEC.

"Seesmart has done an excellent job of penetrating the LED lighting market
through its distribution/dealer network and developing a full line of products
including interior and exterior lighting fixtures," stated Mike Bauer,
President and CEO of Revolution Lighting Technologies. "The combined
companies provide a significant platform in terms of both talent and
technology, and we are very excited about the potential for dynamic growth
this merger creates," added Mr. Bauer.

For more information, please visit the Revolution Lighting Technologies, Inc.
web site at www.rvlti.com.

Certain of the above statements contained in this press release are
forward-looking statements that involve a number of risks and uncertainties,
including the satisfaction of closing conditions prior to the consummation of
the acquisition of Seesmart and the anticipated benefits of such acquisition.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Reference is made to Revolution Lighting's filings under the
Securities Exchange Act for additional factors that could cause actual results
to differ materially. Revolution Lighting Technologies, Inc. undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those indicated in the forward-looking
statements as a result of various factors. Readers are cautioned not to place
undue reliance on these forward-looking statements.

SOURCE Revolution Lighting Technologies, Inc.

Website: http://www.rvlti.com
Contact: Gary Langford, Chief Financial Officer, Revolution Lighting
Technologies, Inc., +1-704-405-0416, Fax +1-704-405-0422, glangford@rvlti.com
 
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