Commerce Energy Consents to Foreclosure and Declares Dividend
12 Dezember 2008 - 12:00AM
Business Wire
Commerce Energy Group, Inc. (AMEX:EGR) announced today that the
company accepted a foreclosure by its secured lenders under a
procedure under the Uniform Commercial Code on all shares of
Commerce Energy, Inc. (Commerce), our wholly-owned subsidiary, and
certain other securities held by the company, in satisfaction of
the company�s liabilities and obligations with respect to the
company�s secured debt. In connection therewith, the company
declared a cash dividend of $0.084 per share on shares of the
company�s common stock to all stockholders of record on December
11, 2008. The company also announced today that the company
redeemed all of the rights outstanding under the company�s
shareholder rights agreement at a price of $0.001 per right. AP
Finance, LLC (�AP Finance�) and Commerce Gas and Electric Corp., a
wholly-owned subsidiary of Universal Energy Group Ltd.
(�CG&E�), the holders of the company�s secured debt, notified
the company today that a default existed under certain agreements
relating to the company�s secured debt. AP Finance and CG&E,
also proposed today, under Section 9-620 of the Uniform Commercial
Code, as in effect in the State of New York, to accept all of the
company�s stock in Commerce and certain other securities held by
the company in satisfaction of the company�s liabilities and
obligations with respect its secured debt pursuant to the terms and
conditions of an acceptance agreement among the company, AP Finance
and CG&E (the �Consensual Foreclosure�). The company had a
right not to consent to, and thereby delay, the Consensual
Foreclosure. However, the company recognized that a delay would
likely not prevent a foreclosure and instead chose to accept
certain inducements offered by AP Finance and CG&E by
consenting to the Consensual Foreclosure and executing and
delivering an acceptance agreement today. Pursuant to the terms of
the acceptance agreement, AP Finance and CG&E agreed to allow
Commerce to pay a dividend to the company in the aggregate amount
of $3.1 million. As a result of the Consensual Foreclosure and the
dividend to be paid by Commerce to the company, the company�s board
of directors determined that the company would be able to make a
distribution to its shareholders in the aggregate amount of
$2,614,780, comprised of a dividend in the amount of $0.084 per
share on shares of the company�s common stock and a redemption of
all of the rights outstanding under the company�s shareholder
rights agreement at a price of $0.001 per right. The dividend will
be payable to shareholders of record as of the close of business on
December 11, 2008 and will be paid as soon as practical. As a
result of the Consensual Foreclosure, the company ceased all
operations but Commerce will continue to market gas and electricity
in its current markets as a subsidiary of CG&E, a wholly-owned
subsidiary of Toronto Stock Exchange listed Universal Energy Group
Ltd. The company will commence proceedings to wind-up and dissolve
as soon as practicable. Effective on December 11, 2008, in
connection with the Consensual Foreclosure, the company determined
to initiate the withdrawal of the company�s shares from the NYSE
Alternext US, previously known as the American Stock Exchange (the
�Exchange�). The company is in the process of submitting a letter
to the Exchange requesting the withdrawal of its shares of common
stock from the Exchange. About Commerce Energy Group Commerce
Energy Group was a leading independent U.S. electricity and natural
gas marketing company. Its formerly-owned, principal operating
subsidiary, Commerce Energy, Inc., is licensed by the Federal
Energy Regulatory Commission and by state regulatory agencies as an
unregulated retail marketer of natural gas and electricity and
serves homeowners, commercial and industrial consumers and
institutional customers. For more information, visit
www.CommerceEnergy.com. Forward-Looking Statements This press
release contains forward-looking statements that are made pursuant
to the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995, particularly those statements regarding the
effects of the proposed transaction and those preceded by, followed
by or that otherwise include the words �believes,� �expects,�
�anticipates,� �intends,� �estimates,� or similar expressions.
Forward-looking statements relating to expectations about future
results or events are based upon information available to Commerce
as of today�s date, and Commerce does not assume any obligations to
update any of these statements. The forward-looking statements are
not guarantees of the future performance of Commerce and actual
results may vary materially from the results and expectations
discussed.
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