WALTHAM, Mass., April 28, 2017 /PRNewswire/ -- Tecogen, Inc.
(Nasdaq: TGEN) and American DG Energy Inc. (NYSE: ADGE) today
announced that on April 17, 2017 each
of them has commenced the mailing of their respective Notice of
Special Meeting and definitive proxy statement/prospectus in
connection with the merger of TGEN and ADGE.
As previously disclosed, stockholders of record of TGEN and ADGE
at the close of business on April 24,
2017, will be entitled to vote by proxy or in person at the
special meeting of TGEN and ADGE, respectively. The TGEN special
meeting will be held at TGEN's principal executive offices at 45
First Avenue, Waltham,
Massachusetts 02451, on Thursday, May
18, 2017, at 11:00 a.m. The
ADGE special meeting will be held at ADGE's principal executive
offices at 45 First Avenue, Waltham,
Massachusetts 02451, on Thursday, May
18, 2017, at 1:00 p.m.
Completion of the merger is subject to certain conditions,
including approval by the stockholders of TGEN and ADGE, and other
customary closing conditions.
Cautionary Statements Regarding Forward Looking
Information
This 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. Words such as "believes," "expects," "anticipates,"
"estimates," "plans" or similar expressions, or words of similar
meaning, or future or conditional verbs, such as "will," "should,"
"would," "could," "may" or variations of such words and similar
expressions are intended to identify such forward looking
statements, which are not statements of historical fact or
guarantees or be assurances of future performance. However, the
absence of these words or similar expressions does not mean that a
statement is not forward looking. Although the TGEN and ADGE
believe that the forward looking statements are based on reasonable
assumptions, the expected results may not be achieved, and actual
results may differ materially from expectations. For example, this
press release states the date that each of TGEN and ADGE expect to
hold its special meeting. These dates could change or be
delayed.
You should not rely upon forward looking statements except as
statements of TGEN's and ADGE's present intentions and 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
neither TGEN nor ADGE undertakes any 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 TGEN and ADGE have made in their filings with the
Securities and Exchange Commission (the "SEC"), including the
sections captioned "Risk Factors" and "Cautionary Note Regarding
Forward Looking Statements" in the TGEN's Annual Report on Form
10-K for the year ended December 31,
2016 filed with the SEC on March 23,
2017 and ADGE's Annual Report on Form 10-K for the year
ended December 31, 2016 filed with
the SEC on March 21, 2017.
No Offer or Solicitation
This press release is neither an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Additional Information
This press release is being made in respect of the proposed
merger transaction involving TGEN, ADGE and Tecogen. ADGE
Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of TGEN. In connection
with the proposed merger transaction, TGEN filed a registration
statement on Form S-4 with the SEC (Registration Statement No.
333-215231) which was declared effective by the SEC on April 12, 2017. TGEN and ADGE have filed a joint
proxy statement/prospectus and will file other relevant documents
concerning the proposed merger with the SEC. TGEN and ADGE began
mailing the definitive joint proxy statement/prospectus to their
respective security holders on April 27,
2017. The definitive joint proxy statement/prospectus, dated
as of April 27, 2017, contains
important information about TGEN, ADGE, the proposed merger and
related matters. BEFORE MAKING ANY VOTING DECISION, THE TGEN'S
STOCKHOLDERS AND ADGE'S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE, 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 TGEN and ADGE file with the SEC
from the SEC's website at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents are also
available, without charge, by directing a request by mail or
telephone to (781) 466-6400 for TGEN or (781) 522-6000 for ADGE, or
from each of their websites, www.tecogen.com or
www.americandg.com, respectively.
Tecogen and American DE Energy Investor Relations & Media
Contact Information:
John N. Hatsopoulos
P: (781) 622-1120
E: John.Hatsopoulos@tecogen.com
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SOURCE Tecogen, Inc.; American DG Energy Inc.