Via Renewables' shares jumped more than 13% in early Tuesday trade after the retail energy services company announced plans for its acquisition by Retailco, LLC, in a merger agreement set at $11 per share. The cash offer represents a 17% premium to Via Renewables' closing share price on December 29, 2023.
Retailco is a Texas limited liability company owned by TxEx Energy Investments, which is wholly owned by Via Renewables' CEO and chairman William Keith Maxwell. It will acquire Via Renewables' Class A common stock, excluding specific shares. Maxwell, who owns roughly 65.7% of Via Renewables' common stock, expressed interest in acquiring the remaining shares, leading to the agreement, the company said in a statement.
The transaction will occur through the merger of NuRetailco LLC, a subsidiary of Retailco, and Via Renewables. Following the completion, Via Renewables' Class A common stock will no longer trade on NASDAQ, while the Series A Preferred Stock will continue to trade under the 'VIASP' symbol.
The company said the acquisition was negotiated by a special committee of its board of directors to ensure an independent decision-making process. The committee, comprising entirely disinterested and independent directors, unanimously recommended the merger. Via Renewables' board of directors, excluding Maxwell, supported and recommended the agreement to stockholders.
Moreover, a 30-day "go-shop" period has been granted to the special committee to explore potential competing transactions. Although Maxwell retains the right to participate in discussions regarding superior proposals, the outcome of this period remains uncertain.
For the merger to proceed, it needs the approval of the majority of Via Renewables' Class A and Class B common stockholders. Importantly, a majority of the outstanding Class A and B common stock not held by Maxwell or related entities, directors, officers, or their immediate families must also approve the merger.
The agreement remains subject to customary closing conditions and is slated for completion in the second quarter of 2024.
The company's shares were up 12.3% at $10.64 by 10am in New York.