WALTHAM, Mass., April 13, 2017 /PRNewswire/ -- American DG
Energy Inc. (NYSE MKT: ADGE) today announced that the registration
statement on SEC Form S-4 (the "Registration Statement") filed
with Securities and Exchange Commission (the "SEC") in connection
with its merger with Tecogen, Inc. ("Tecogen"), was declared
effective by the SEC on April 12,
2017. The Registration Statement includes a definitive proxy
statement of ADGE, a definitive proxy statement of Tecogen and a
prospectus of Tecogen (when available). Notice of the Special
Meeting and a definitive proxy statement/prospectus is expected to
be mailed on or about May 4, 2017, to
stockholders of the Company as of April 24,
2017. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S
STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING, WHEN AVAILABLE, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. Stockholders will be able to obtain,
without charge, a copy of the definitive proxy statement/prospectus
(when available) and other documents that the Company and ADGE file
with the SEC from the SEC's website at www.sec.gov. The definitive
proxy statement/prospectus (when available) and other relevant
documents will also be available, without charge, by directing a
request by mail or telephone to (781) 522-6000, or from the
Company's website, www.americandg.com.
This Press Release may be deemed to be a solicitation with
respect to the proposed stockholder vote approving the Merger.
The Company, ADGE, their respective directors and executive
officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the Special Meeting at which the
Company's stockholders will have the opportunity to vote on the
proposed Merger. Additional information regarding the interests of
such potential participants will be included or incorporated by
reference in the definitive proxy statement/prospectus (when
available).
Special Meeting Information
ADGE established a record date of April
24, 2017 for its special meeting of stockholders (the
"Special Meeting") to be held to consider and vote upon
(1) to adopt the Agreement and Plan of Merger dated as
of November 1, 2016, as amended on
March 23, 2017 by Amendment No. 1 to
the Agreement and Plan of Merger (the "Merger Agreement"), by and
among ADGE, Tecogen, and Tecogen.ADGE Acquisition Corp. (the
"Merger Sub"), pursuant to which Merger Sub will merge with and
into ADGE, (the "Merger"), with ADGE continuing as the surviving
entity, and approve the Merger., and (2) a proposal to approve
the adjournment or postponement of the Special Meeting, if
necessary or appropriate, to solicit additional proxies.
The Special Meeting will be held at the Company's principal
executive offices at 45 First Avenue, Waltham, Massachusetts 02451, on Thursday, May 18, 2017, at 1 p.m., Eastern Time.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
This press release (the "Press Release"), contains forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. The
forward looking statements are subject to various known and unknown
risks, uncertainties and other factors. When the Company uses words
such as "believes," "expects," "anticipates," "estimates," "plans"
or similar expressions, the Company is making forward looking
statements. Although the Company believes that its forward-looking
statements are based on reasonable assumptions, its expected
results may not be achieved, and actual results may differ
materially from its expectations. For example, this Current Report
states the date that the Company expects to mail the proxy
statement to its stockholders and the date of the Special Meeting.
These dates could change and the mailing and/or the date of the
Special Meeting could be delayed.
You should not rely upon forward-looking statements except as
statements of the Company's present intentions and of the Company's
present expectations, which may or may not occur. You should read
these cautionary statements as being applicable to all
forward-looking statements wherever they appear. Except as required
by law, the Company undertakes no obligation to release publicly
the result of any revision to these forward-looking statements that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various
disclosures the Company has made in this document as well as the
Company's other filings with the SEC, including the sections
captioned "Risk Factors" and "Cautionary Note Regarding Forward
Looking Statements" in the Company's Annual Report on Form 10-K for
the year ended December 31, 2016
filed with the SEC on March 23,
2017.
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SOURCE American DG Energy Inc.