Real Goods Solar Reports Results of 2013 Annual Meeting
LOUISVILLE, Colo., Dec. 18, 2013 (GLOBE NEWSWIRE) -- Real Goods Solar, Inc.
(Nasdaq:RSOL), a nationwide leader of turnkey solar energy solutions for
residential, commercial, and utility customers, reported the voting results
from its annual meeting of its stockholders held this morning:
*Approved the reelection of company directors, as well as election of
Richard D. White and Ian Bowles as directors
*Approved the compensation of named executive officers on an advisory basis
*Approved a proposal to hold future advisory votes on named executive
officer compensation every three years
"Our shareholders proposals passed by wide margins," said Real Goods Solar CEO
Kam Mofid. "Our board and management believe the election of Richard White and
Ian Bowles as directors further strengthens our board and our overall
corporate governance. Our company will significantly benefit from Richard's
experience as a director and chairman of Mercury's board and especially his
business acumen and insights as managing director and head of the private
equity and special investment department at Oppenheimer. The company and the
board will also very much benefit from Ian's extensive experience and
knowledge in energy and environmental regulations and related policies."
Bowles served as secretary of Energy and Environmental Affairs of
Massachusetts, as well as on the White House staff for President Bill Clinton.
He previously held the posts of senior director of global environmental
affairs at the National Security Council and associate director of the White
House Council on Environmental Quality.
"We thank shareholders for approving our 2013 annual meeting proposals, as
well as remind shareholders to vote for the important shareholder proposals at
our upcoming special meeting next month, especially voting for our merger with
Mercury," continued Kam. "Our board of directors has approved the transaction
and recommends a 'yes' vote. Our management and our board of directors believe
that the merger with Mercury will position us as one of the largest U.S. solar
installers, increase our financial resources and stability, and provide us
with superior access to efficient growth capital. We believe that the expected
synergies arising from the merger, including expanded market presence in the
important Northeast region as well as anticipated cost savings, will position
us for further growth and success in 2014 and beyond."
Real Goods Solar encourages shareholders to vote in person or via proxy at its
upcoming special meeting to be held January 14, 2014 at 10:00 a.m. Mountain
time, at the offices of Real Goods Solar, 833 West South Boulder Road,
About Real Goods Solar, Inc.
Real Goods Solar, Inc. (Nasdaq:RSOL) is one of the nation's pioneering solar
energy companies serving commercial, residential, and utility customers.
Beginning with one of the very first photovoltaic panels sold to the public in
the U.S. in 1978, the company has installed more than 16,000 solar power
systems representing well over 120 megawatts of 100% clean renewable energy.
Real Goods Solar makes it very convenient for customers to save on their
energy bill by providing a comprehensive solar solution, from design,
financing, permitting and installation to ongoing monitoring, maintenance and
support. As one of the nation's largest and most experienced solar power
players, the company has 17 offices across the West and the Northeast. It
services the commercial and utility markets through its RGS Energy division.
For more information, visit RealGoodsSolar.com or RGSEnergy.com, on Facebook
at www.facebook.com/realgoodssolar and on Twitter at
Additional Information About the Merger
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. The
merger described herein will be submitted to the shareholders of each of Real
Goods Solar and Mercury Energy, Inc. ("Mercury") for approval. Real Goods
Solar has filed with the Securities and Exchange Commission a registration
statement on Form S-4 containing a joint proxy statement/prospectus of Real
Goods Solar and Mercury as well as other relevant documents in connection with
the transaction. The Securities and Exchange Commission declared the Form S-4
effective on November 27, 2013. Real Goods Solar filed with the Securities and
Exchange Commission the final joint proxy statement/prospectus on December 3,
2013 and Real Goods Solar and Mercury mailed the final joint proxy
statement/prospectus to their respective shareholders on or about December 9,
2013. SHAREHOLDERS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT REAL GOODS SOLAR, MERCURY AND THE PROPOSED MERGER.
A free copy of the registration statement and joint proxy
statement/prospectus, as well as other filings containing information about
Real Goods Solar, may be obtained at the Securities and Exchange Commission's
website (www.sec.gov). These documents may also be obtained, free of charge,
from the investor relations section of Real Goods Solar's website
(www.RealGoodsSolar.com) or by directing a request to 833 W. South Boulder
Road, Louisville, Colorado 80027, Attention: Secretary, Real Goods Solar,
Inc., firstname.lastname@example.org or (303) 222-8430.
Real Goods Solar and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Real
Goods Solar in connection with the merger. Information about Real Goods
Solar's directors and executive officers is set forth in Real Goods Solar's
definitive proxy statement filed with the Securities and Exchange Commission
on October 18, 2013. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the merger
may be obtained by reading the joint proxy statement/prospectus regarding the
merger. Free copies of these documents may be obtained as described above.
This document shall not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Additional Information Regarding the Election of Richard D. White as Director
As previously disclosed, on August 8, 2013, Real Goods Solar and Mercury
entered into a merger agreement. One of the closing conditions under the
merger agreement is that Richard White was nominated to Real Goods Solar's
board of directors as a director for election at the 2013 annual meeting of
shareholders. Since Real Goods Solar's 2013 annual meeting of shareholders
occurred prior to the closing of the merger, Mr. White has executed a
conditional resignation from Real Goods Solar's board of directors that
becomes effective automatically without any further action in the event that
following Mr. White's election to the board of directors, the merger agreement
is terminated prior to a closing of the merger.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements relating to matters
that are not historical facts. Forward-looking statements may be identified by
the use of words such as "expect," "intend," "believe," "will," "should" or
comparable terminology or by discussions of strategy. While Real Goods Solar
believes its assumptions and expectations underlying forward-looking
statements are reasonable, there can be no assurance that actual results will
not be materially different. Risks and uncertainties that could cause
materially different results include, among others, receiving shareholder
approval for the merger described herein, successfully closing the merger
described herein, realizing synergies and other benefits from the merger
described herein, introduction of new products and services, completion and
integration of acquisitions, possibility of negative economic conditions and
other risks and uncertainties included in Real Goods Solar's filings with the
Securities and Exchange Commission. Real Goods Solar assumes no duty to update
any forward-looking statements.
CONTACT: Media and Investor Relations Contact
Liolios Group, Inc.
Real Goods Solar, Inc. Logo
Press spacebar to pause and continue. Press esc to stop.