EnerNOC, Inc. (Nasdaq: ENOC), a leading provider of energy intelligence software (EIS), today announced that it has closed the previously announced acquisition of World Energy Solutions, Inc. (Nasdaq: XWES), an energy management software and services firm that helps enterprises simplify the energy procurement process through a suite of Software-as-a-Service (SaaS) tools. To date, World Energy has transacted more than $45 billion in electricity, natural gas, and environmental commodities for its customers, making it one of the top energy procurement specialists in the U.S. by revenue and volume.
"We're excited to finalize the acquisition of World Energy Solutions, shift our focus to the integration of our product platforms and teams, and deliver additional value to our enterprise customers," said Tim Healy, Chairman and CEO of EnerNOC.
EnerNOC acquired World Energy for a purchase price of $5.50 per share, and the assumption of debt for a total transaction value of approximately $77 million in cash. The acquisition occurred through a merger under Section 251(h) of the General Corporation Law of the State of Delaware following the successful completion of EnerNOC's previously announced tender offer to purchase all outstanding shares of common stock of World Energy Solutions for $5.50 per share in cash. The tender offer expired at 11:59 pm EST on January 2, 2015. The acquisition is expected to provide EnerNOC with approximately $30 million in incremental Annual Recurring Revenue (ARR), giving the Company approximately $50 million of ARR from enterprise customers. The acquisition is expected to be accretive to EnerNOC earnings in 2016.
As of the expiration of the tender offer, approximately 11.3 million shares were validly tendered and not withdrawn in the tender offer, representing 89% of World Energy Solutions' outstanding shares, according to the depositary. The condition to the tender offer that a majority of World Energy Solutions' outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied. All shares that were validly tendered and not withdrawn have been accepted for payment. The depositary has also informed EnerNOC that Notices of Guaranteed Delivery have been delivered with respect to 135,999 additional shares, representing approximately 1% of World Energy Solutions' currently outstanding shares.
As a result of the merger, all remaining eligible World Energy Solutions shares were converted into the right to receive $5.50 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer, and World Energy Solutions shares will cease to be traded on the NASDAQ Global Market.