EX-99.1
2
v184713_ex99-1.htm
Exhibit
99.1
Press
Release Dated May 12, 2010
Acorn
Energy Completes Acquisition of Outstanding Shares of GridSense
Montchanin, DE, May 12, 2010
-
Acorn Energy, Inc.
(Nasdaq: ACFN), an energy technology holding company, today announced that it
has completed the acquisition of GridSense Pty. Ltd., increasing its ownership
to 100%. The terms include cash and Acorn stock.
"
Acorn
believes the most serious and present danger to the developed world's electric
grid is the aging distribution system. Gridsense has worked with utilities
for the past thirty years to become a leader in the emerging field of smart grid
distribution automation that enables utilities to predict and prevent
outages. Gridsense CEO Lindon Shiao has assembled a unique product line
that utilities can quickly and cost effectively deploy on the existing grid to
improve reliability. We believe one recent project sponsored by the
California Energy Commission that used the Gridsense LineTracker is the largest
US distribution automation project in the United States to date. The electric
industry is about to unleash record expenditures for updating the grid backed by
$3.4 Billion in government matching stimulus. We believe that this
transaction will be an important driver of Acorn shareholder value as the
stimulus money is released and Gridsense is able to capitalize on its
relationships with over 200 utilities", said John Moore, CEO of Acorn
Energy.
"
Acorn
has always exhibited a strong track record of identifying companies that address
meaningful problems in the energy sector and providing the requisite combination
of financial and strategic resources to help them become relevant in the
industry. GridSense's association with Acorn over the last couple of years
has helped the company accelerate key development activities as well expand the
company's sales and marketing reach in the global utility market. With the
completion of this transaction, GridSense will have access to additional
resources which will be necessary for large scale customer deployments and other
growth activities", said Lindon Shiao, CEO of Gridsense.
Under
terms of the transaction, Acorn acquired the outstanding GridSense shares not
owned by the company in consideration for 206,995 shares of Acorn common
stock. Under the purchase agreement these shares were valued at $5.91
per share, which was the volume weighted average price of Acorn common stock for
the twenty days preceding October 12, 2009.
In
addition, Acorn acquired $1,128,339 principal amount of promissory notes of
GridSense at a price equal to the principal amount and accrued
interest. Under the purchase agreement, 50% of the purchase price of
the notes was paid in cash and 50% was paid in Acorn stock, valued at $5.91 per
share, resulting in the issuance of 149,201 shares of Acorn common
stock. Acorn also provided GridSense approximately $594,000 at the closing
to pay a shareholder loan.
Exhibit
99.1
Press
Release Dated May 12, 2010
Under the
purchase agreement, Acorn also agreed to pay an earn-out to the shareholders of
GridSense as part of consideration for their shares. The earn-out is based
on GridSense revenue for the 12-month period ending March 31, 2011 and is capped
at $1,701,370. The earn-out can be paid either in cash or Acorn shares or a
combination of both.
The
shares of Acorn common stock which were issued in consideration for acquiring
GridSense's shares, including any shares issued in payment of the earn-out, are
subject to an escrow for possible indemnity claims and restrictive legend, with
50% of the shares released after six months and the balance one year after April
28, 2010. The Acorn shares issued in consideration for acquiring the
promissory notes are subject to restrictive legend, with 50% of the shares being
tradable after six months and the balance being tradable after one
year.
About
GridSense Pty. Ltd.
GridSense
Pty. Ltd. is an industry leader that provides remote monitoring and control
systems to electric utilities and industrial facilities worldwide. These
solutions which include outage management, power quality monitoring, trouble
shooting, capacity planning and demand response, provide network operators with
the intelligence to improve efficiencies of grid
operations. GridSense has a range of commercially proven offerings and a
growing base of utility customers worldwide. For more information
visit www.gridsense.com.
About
Acorn Energy, Inc.
Acorn Energy, Inc. is a publicly-traded
holding company with equity interests in CoaLogix, Coreworx, DSIT, GridSense and
US Sensor Systems, Inc. These companies leverage advanced technologies to
transform and upgrade the energy infrastructure around the world. Acorn
companies are focused on three problems in the energy sector: improving the
efficiency of the energy grid, reducing the risk for owners of large energy
assets, and reducing the environmental impact of the energy sector. Acorn's
strategy is to take primarily controlling positions in companies led by great
entrepreneurs. For more information visit http://www.acornenergy.com
.
Safe
Harbor Statement
This
press release includes forward-looking statements, which are subject to risks
and uncertainties. These risks and uncertainties include demand and
competition in the market for devices and equipment similar to those
manufactured by GridSense, possible uncertainty about GridSense's orders from
customers resulting from grants by the US Department of Energy and successful
integration of GridSense into the Acorn Energy family of subsidiary
companies. For disclosure of additional risks and uncertainties which may
affect GridSense's business and prospects and Acorn Energy, Inc.'s business
generally, see the information under "Risk Factors" in Acorn Energy's most
recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K as filed
with the Securities and Exchange Commission.
2
Exhibit
99.1
Press
Release Dated May 12, 2010
Investor
Contact:
Paul G.
Henning
Cameron
Associates
(212)
554-5462
Paul@cameronassoc.com
Company
Contact:
John A.
Moore
(302)
656-1707
jmoore@acornenergy.com
3

EX - 99 . 1 2 v184713 _ ex99 - 1 . htm Exhibit 99 . 1 Press Release Dated May 12 , 2010 Acorn Energy Completes Acquisition of Outstanding Shares of GridSense Montchanin , DE , May 12 , 2010 - Acorn Energy , Inc . ( Nasdaq : ACFN ) , an energy technology holding company , today announced that it has completed the acquisition of GridSense Pty . Ltd . , increasing its ownership to 100 % . The terms include cash and Acorn stock . " Acorn believes the most serious and present danger to the developed world ' s electric grid is the aging distribution system . Gridsense has worked with utilities for the past thirty years to become a leader in the emerging field of smart grid distribution automation that enables utilities to predict and prevent outages . Gridsense CEO Lindon Shiao has assembled a unique product line that utilities can quickly and cost effectively deploy on the existing grid to improve reliability . We believe one recent project sponsored by the California Energy Commission that used the Gridsense LineTracker is the largest US distribution automation project in the United States to date . The electric industry is about to unleash record expenditures for updating the grid backed by $ 3.4 Billion in government matching stimulus . We believe that this transaction will be an important driver of Acorn shareholder value as the stimulus money is released and Gridsense is able to capitalize on its relationships with over 200 utilities " , said John Moore , CEO of Acorn Energy . " Acorn has always exhibited a strong track record of identifying companies that address meaningful problems in the energy sector and providing the requisite combination of financial and strategic resources to help them become relevant in the industry . GridSense 's association with Acorn over the last couple of years has helped the company accelerate key development activities as well expand the company 's sales and marketing reach in the global utility market . With the completion of this transaction , GridSense will have access to additional resources which will be necessary for large scale customer deployments and other growth activities " , said Lindon Shiao , CEO of Gridsense . Under terms of the transaction , Acorn acquired the outstanding GridSense shares not owned by the company in consideration for 206,995 shares of Acorn common stock . Under the purchase agreement these shares were valued at $ 5.91 per share , which was the volume weighted average price of Acorn common stock for the twenty days preceding October 12 , 2009 . In addition , Acorn acquired $ 1,128,339 principal amount of promissory notes of GridSense at a price equal to the principal amount and accrued interest . Under the purchase agreement , 50 % of the purchase price of the notes was paid in cash and 50 % was paid in Acorn stock , valued at $ 5.91 per share , resulting in the issuance of 149,201 shares of Acorn common stock . Acorn also provided GridSense approximately $ 594,000 at the closing to pay a shareholder loan . Exhibit 99 . 1 Press Release Dated May 12 , 2010 Under the purchase agreement , Acorn also agreed to pay an earn - out to the shareholders of GridSense as part of consideration for their shares . The earn - out is based on GridSense revenue for the 12 - month period ending March 31 , 2011 and is capped at $ 1,701,370 . The earn - out can be paid either in cash or Acorn shares or a combination of both . The shares of Acorn common stock which were issued in consideration for acquiring GridSense 's shares , including any shares issued in payment of the earn - out , are subject to an escrow for possible indemnity claims and restrictive legend , with 50 % of the shares released after six months and the balance one year after April 28 , 2010 . The Acorn shares issued in consideration for acquiring the promissory notes are subject to restrictive legend , with 50 % of the shares being tradable after six months and the balance being tradable after one year . About GridSense Pty . Ltd . GridSense Pty . Ltd . is an industry leader that provides remote monitoring and control systems to electric utilities and industrial facilities worldwide . These solutions which include outage management , power quality monitoring , trouble shooting , capacity planning and demand response , provide network operators with the intelligence to improve efficiencies of grid operations . GridSense has a range of commercially proven offerings and a growing base of utility customers worldwide . For more information visit www.gridsense.com . About Acorn Energy , Inc . Acorn Energy , Inc . is a publicly - traded holding company with equity interests in CoaLogix , Coreworx , DSIT , GridSense and US Sensor Systems , Inc . These companies leverage advanced technologies to transform and upgrade the energy infrastructure around the world . Acorn companies are focused on three problems in the energy sector : improving the efficiency of the energy grid , reducing the risk for owners of large energy assets , and reducing the environmental impact of the energy sector . Acorn 's strategy is to take primarily controlling positions in companies led by great entrepreneurs . For more information visit http://www.acornenergy.com . Safe Harbor Statement This press release includes forward - looking statements , which are subject to risks and uncertainties . These risks and uncertainties include demand and competition in the market for devices and equipment similar to those manufactured by GridSense , possible uncertainty about GridSense 's orders from customers resulting from grants by the US Department of Energy and successful integration of GridSense into the Acorn Energy family of subsidiary companies . For disclosure of additional risks and uncertainties which may affect GridSense 's business and prospects and Acorn Energy , Inc . 's business generally , see the information under " Risk Factors " in Acorn Energy 's most recent Quarterly Report on Form 10 - Q and Annual Report on Form 10 - K as filed with the Securities and Exchange Commission . 2 Exhibit 99 . 1 Press Release Dated May 12 , 2010 Investor Contact : Paul G . Henning Cameron Associates ( 212 ) 554 - 5462 Paul@cameronassoc.com Company Contact : John A . Moore ( 302 ) 656 - 1707 jmoore@acornenergy.com 3