Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Pacific Energy Network (PEN) is a
Founded in 2016, PEN has quickly become one of the largest and most successful
home services companies in the nation with a footprint across multiple states.
With a focus on customer satisfaction and strategic business planning, PEN has
grown into a multi-product business that has increased revenue year over year
and expanded its reach into new markets across
The Merger Agreement provides that, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into HVCW (the "Merger"), with PEN continuing as the surviving limited liability company as a wholly owned subsidiary of HVCW, but with the management of PEN taking over voting control of HVCW.
The Merger is subject to (i) approval by the stockholders of HVCW and the members of PEN and (ii) certain other customary closing conditions.
HVCW and PEN have made customary representations, warranties, and covenants in the Merger Agreement, including covenants to use reasonable best efforts to (i) obtain all necessary approvals and (ii) consummate and make effective the transactions contemplated by the Merger Agreement as promptly as practicable. PEN has agreed to conduct its business in the ordinary course consistent with past practice, including not taking certain specified actions, prior to the consummation of the Merger.
PEN has also agreed to (i) cease all existing, and not to participate in any additional, discussions or negotiations with third parties regarding alternative proposals for the acquisition of PEN and (ii) not to solicit, initiate or knowingly encourage any inquiry, proposal or offer relating to an alternative proposal for the acquisition of PEN, subject to customary exceptions to allow PEN's board of directors to satisfy its fiduciary duties.
The Merger Agreement may be terminated by HVCW or PEN under certain customary circumstances.
The Merger Agreement has been adopted by the boards of directors of each of HVCW and PEN, and PEN's board of directors and managers has unanimously recommended that its members and stockholders adopt the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 1.1 hereto and is incorporated into this report by reference.
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The Merger Agreement governs the contractual rights between the parties in
relation to the Merger. The Merger Agreement has been filed as an exhibit to
this Current Report on Form 8-K to provide investors with information regarding
the terms of the Merger Agreement and is not intended to modify or supplement
any factual disclosures about any of HVCW's public reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
1 .1 Agreement and Plan of Merger dated as of July 15, 2022, among Harrison, Vickers & Waterman, Inc. (HVCW), PEN Merger Sub, Inc. and Pacific Energy Network LLC (PEN).
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