WALTHAM, Mass., May 18, 2017 /PRNewswire/ -- Tecogen Inc.
(Nasdaq: TGEN), ("Tecogen"), a leading manufacturer of clean
energy products, and American DG Energy Inc., (NYSE MKT: ADGE),
("ADGE") an On-Site Utility, offering clean electricity, heat, hot
water and cooling solutions to hospitality, healthcare, housing and
fitness facilities, announced today that their respective
stockholders have voted to approve the adoption of the amended
merger agreement (the " Merger Agreement"), dated November 1, 2016, as subsequently amended, among
Tecogen, ADGE and Tecogen.ADGE Acquisition Corp., a wholly-owned
subsidiary of the Company ("Merger Sub"). Pursuant to the Merger
Agreement, the Merger Sub will merge with and into ADGE, with ADGE
as the surviving entity, and therefore ADGE will become a
wholly-owned subsidiary of Tecogen (the "Merger").
Approximately 98.95% of the Tecogen shares present at Tecogen's
Special Meeting of Stockholders voted in favor of the adoption of
the Merger Agreement, which represented approximately 54.94% of
Tecogen's total outstanding shares of common stock as of
April 24, 2017, the record date.
For ADGE, approximately 98.76% of the ADGE shares present at
ADGE's Special Meeting of Stockholders voted in favor of the
adoption of the Merger Agreement. The shares present represented
approximately 70.92% of ADGE's total outstanding shares of common
stock as of April 24, 2017, the
record date.
The Merger became effective today, May
18, 2017, approximately 4:00 P.M.
EST. ADGE shareholders will receive notices from Continental
Stock Transfer, Tecogen's exchange agent, regarding the process of
exchanging their ADGE stock for shares of Tecogen common stock.
About Tecogen
Tecogen® Inc. designs, manufactures, markets,
and maintains high efficiency, ultra-clean cogeneration products
including natural gas engine-driven combined heat and power, air
conditioning systems, and water heaters for residential,
commercial, recreational and industrial use. Tecogen is known for
cost efficient, environmentally friendly and reliable products for
distributed power generation that, through patented technology,
nearly eliminate criteria pollutants and significantly reduce a
customer's carbon footprint. Tecogen's natural gas powered
cogeneration systems (also known as combined heat and power or
"CHP") are efficient because they drive electric generators or
compressors, which reduce the amount of electricity purchased from
the utility while recovering the engine's waste heat for water
heating, space heating, and/or air conditioning at the customer's
building. Tecogen manufactures three types of CHP products:
Cogeneration units that supply electricity and hot water including
the InVerde® 100, InVerde e+®, CM-75 and
CM-60; Chillers that provide air-conditioning and hot water
marketed under the TECOCHILL® brand name; and
Ilios® branded high-efficiency water heaters.
Tecogen's CHP products are sold directly to customers by our
in-house marketing team, and by established sales agents and
representatives, including ADGE.
About American DG Energy
ADGE installs, owns, operates and maintains complete distributed
generation, or DG systems or energy systems, and other
complementary systems at customer sites and sell electricity, hot
water, heat and cooling energy under long-term contracts at prices
guaranteed to the customer to be below conventional utility rates.
As of December 31, 2016, ADGE had 92 installed energy systems,
representing an aggregate of approximately 5,445 kilowatts, or kW,
41.6 million British thermal units, or MMBtu's, of heat and hot
water and 4,500 tons of cooling. kW is a measure of electricity
generated, MMBtu is a measure of heat generated and a ton is a
measure of cooling generated.
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SOURCE American DG Energy Inc.; Tecogen