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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
SERVIDYNE, INC.
(Name of Registrant as Specified in its Charter)
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Proposed maximum aggregate value of transaction: |
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The
following documents related to the proposed acquisition of Servidyne,
Inc. by Scientific Conversation Inc. by way of a merger are attached:
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Press release of Servidyne, Inc. dated June 27, 2011 |
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Customer Talking Points |
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Email to Servidyne Employees |
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Frequently Asked Questions |
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Letter to Customers |
FOR IMMEDIATE RELEASE
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CONTACT: |
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Christine Pietryla, Pietryla Enterprises/Public Relations |
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(312) 612-0283
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E-mail:
cpietryla@pietryla.com |
SERVIDYNE AGREES TO BE ACQUIRED BY SCIENTIFIC
CONSERVATION, INC.
ATLANTA June 27, 2011 SERVIDYNE, INC. (NASDAQ: SERV), an energy efficiency and demand
response company, today announced that it has entered into an agreement to be acquired by
Scientific Conservation Inc. (SCI) for $3.50 per share in an all-cash transaction.
The acquisition is subject to Servidyne, Inc. shareholder approvals and other customary closing
conditions, and is currently expected to be completed in Servidynes second fiscal quarter ending
October 31, 2011. Following the sale, Servidyne will no longer be a publicly-traded company, and
its shares will cease to be traded on the NASDAQ Global Market.
We are pleased that this agreement recognizes the value of Servidynes expertise, relationships,
technologies and solutions, while providing our stockholders with an attractive cash premium for
their investment, said Alan R. Abrams, Chairman and CEO of Servidyne.
Servidyne and SCI have industry-leading engineering and technology expertise in energy efficiency,
demand response, building maintenance management and building controls. The acquisition is expected
to strengthen and enhance customer value.
Servidynes financial advisor is Ladenburg Thalmann & Co. Inc. and its legal advisor is Kilpatrick
Townsend & Stockton LLP. SCIs financial advisor is Roth Capital Partners, LLC and its legal
advisor is Cooley LLP.
About Servidyne
Servidyne, Inc. is headquartered in Atlanta, Georgia, and operates globally through its
whollyowned subsidiaries. The Company provides comprehensive energy efficiency and demand
response solutions, sustainability programs, and other products and services that significantly
enhance the operating and financial performance of existing buildings. Servidyne enables its
customers to cut energy consumption and realize immediate cost savings across their portfolios,
while reducing greenhouse gas emissions and improving the comfort and satisfaction of their
buildings occupants. The Company serves a broad range of markets in the United States and
internationally, including owners and operators of corporate, commercial office, hospitality,
gaming, retail, light industrial, distribution, healthcare, government, multi-family and education
facilities, as well as energy services companies and public and investor-owned utilities. For more
information, please visit www.servidyne.com or call 770-933-4200.
About Scientific Conservation Inc.
Scientific Conservation Inc., (SCI) a leading provider of energy efficiency solutions via
predictive diagnostics and analytics for the $5 billion commercial building market. The companys
suite of energy management solutions uses the industrys first software-as-a-service (SaaS)
platform to help reduce annual energy spending by comparing predicted energy and system
efficiencies against real-time operation. The companys headquarters are in San Francisco, CA,
with its technology center in Atlanta, GA. For more information, visit
www.scientificconservation.com.
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This press release does not constitute a solicitation of any vote or approval. In connection
with the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this press release, including
without limitation, statements containing the words believe, anticipate, estimate, expect,
plan, project, forecast, should, and words of similar import, are forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements included
in this press release include, without limitation, statements regarding the expected closing of the
proposed transaction, which projections are subject to the risk of nonsatisfaction of closing
conditions, among other risks. Forward-looking statements involve known and unknown risks,
uncertainties, and other matters which may cause the actual results, performance, or achievements
of Servidyne to be materially different from any future results, performance, or uncertainties
expressed or implied by such forward-looking statements. Factors affecting forward-looking
statements in this release include, without limitation, the factors identified under the caption
Risk Factors in the Companys Current Report on Form 8-K filed with the SEC on June 2, 2011, as
such factors may be updated from time to time by subsequent Servidyne SEC reports. Servidyne does
not undertake to update these forward-looking statements.
###
Acquisition Talking Points
Customer Communication
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Scientific Conservation Inc. (SCI) and Servidyne, Inc. (NASDAQ: SERV) announced
that they have signed a definitive agreement for SCIs acquisition of Servidyne. Upon
close, the combined company will take on the name SCIenergy Inc. (SCIenergy). |
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Although we cannot predict the exact timing, we anticipate the transaction will close
in the third or fourth quarter of this year. It is subject to Servidyne shareholder
approval. |
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For some time, we have been looking to expand our technology offerings in the areas of
predictive maintenance, diagnostics and analytics, fault detection, and continuous
commissioning of buildings. SCI is the clear industry leader in all of these areas. |
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We believe the solution offerings from both companies are highly complementary. |
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Our expectation is that, over time, this acquisition will serve to further improve and
expand our already strong set of energy efficiency and demand response offerings. |
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SCI is based in San Francisco, and their Technology Center is located in Atlanta near
the Servidyne corporate office. |
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You can learn more about SCI at www.scientificconservation.com. |
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This document does not constitute a solicitation of any vote or approval. In connection with
the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.
[EMAIL TO SERVIDYNE EMPLOYEES]
Dear Fellow Employee:
I am very excited about todays announcement of the agreement for Servidyne to be acquired by
Scientific Conservation Inc. (SCI). SCIs proprietary technologies have helped establish it as a
leading provider of energy efficiency solutions for buildings, with its technology center based
right here in Atlanta. SCI has recognized the value of Servidynes expertise, relationships,
technologies, customer solutions, and in particular that our employees are key assets of our
company. Following the closing of the acquisition, your efforts can play an important role in
determining what the future of the combined company holds.
As you know, Servidyne has been looking to expand our technology offerings in the areas of
predictive maintenance, diagnostics and analytics, fault detection, and continuous commissioning of
buildings. SCI is a clear industry leader in all of these areas. The customer solutions offered
by both companies are highly complementary, and we share a mutual vision of using the combination
of applied engineering expertise and technology to achieve energy and operating cost improvements,
reduced environmental impacts, and increased occupant satisfaction in existing buildings. It has
been extremely important to me that we find the right fit for our company not just
strategically, but culturally and professionally as well and I am pleased and highly confident
that we have more than achieved that objective.
We anticipate that we can complete the transaction during Servidynes fiscal second quarter ending
October 31, 2011. The completion of the transaction will require the affirmative vote of our
shareholders and is subject to other customary closing conditions.
The path forward will surely be an exciting one. In the meantime, as you have questions, please
take advantage of our open door policy by speaking to your supervisor or any of us on the
management team. We will continue to keep you posted with updated information.
With warmest personal regards,
Alan R. Abrams
Chairman of the Board
Chief Executive Officer
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This letter does not constitute a solicitation of any vote or approval. In connection with
the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.
Acquisition FAQs
Internal Communications
What are you announcing today?
Servidyne, Inc. is pleased to announce that we have entered into an agreement to be acquired by
Scientific Conservation Inc (SCI). The transaction is expected to be completed on or before
Servidynes second fiscal quarter ending October 31, 2011. The combined company will take on the
name SCIenergy.
Who is Scientific Conservation? What do they do?
Scientific Conservation Inc. is a leading provider of energy efficiency solutions via
predictive diagnostics and analytics for the $5 billion commercial building market. The companys
suite of energy management solutions uses the industrys first software-as-a-service (SaaS)
platform to help reduce annual energy spending by comparing predicted energy and system
efficiencies against real-time operation. Investors in SCI include: Draper Fisher Jurvetson (DFJ),
The Westly Group, DFJ Growth Fund, GE Energy Financial Services, Intel Capital, and Triangle Peak
Partners. The companys headquarters are in San Francisco, California, with its technology center
in Atlanta, Georgia.
Why is Scientific Conservation acquiring Servidyne, Inc.?
For some time, Servidyne has been looking to expand its technology offerings in the areas of
predictive maintenance, diagnostics and analytics, fault detection, and continuous commissioning of
buildings. SCI is the clear industry leader in all of these areas. The solution offerings from
both companies are highly complementary. Furthermore, we share a core set of values built on
customer focus and great service. Our culture and vision fit perfectly with the goals of Scientific
Conservation and the strategy for the newly formed SCIenergy.
How can I learn more about Scientific Conservation ?
We encourage you to learn about SCI. For more information, visit their website at
www.scientificconservation.com. In addition, we are providing employees with an SCI brochure.
Is there anything in my employment that changes today?
This announcement does not affect your current salary and benefits including the 2011 merit
increase program; nor does it impact your reporting relationships or work assignments. We will
continue to focus on initiatives that best serve our customers and create maximum shareholder
value. Our employees are critical in that endeavor.
Who should I talk to if I have questions?
Servidyne has an open door policy. Please talk with your managers as questions arise.
What should I tell our customers?
We are providing you with information that you may use if questions arise when speaking with
customers. Also, we will be sending out letters to our largest customers announcing the
acquisition.
What do I say if the media contacts me?
Please do not speak to the media as our public relations consultant will be taking media
requests. Communications during the acquisition of publicly traded
companies are closely regulated. If you are contacted by someone in the media, please forward them to Pam Hoddinott and
she will coordinate with our public relations consultant.
What communications should I expect over the next 60 days?
This is an exciting time for team Servidyne, and we look forward to rapidly expanding
opportunities. Again, it is important to remember that the acquisition process for public companies
is highly regulated in order to protect public shareholders. The leadership of Servidyne, Inc.
will be communicating to you regularly as we work through this process. You will begin to meet
people from SCI during the next few days. During the acquisition process, we will be conducting
business as usual and that means doing our best to deliver quality solutions to our customers.
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This communication does not constitute a solicitation of any vote or approval. In connection
with the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.
[Email To Servidyne Customers]
Dear Servidyne Customer:
Scientific Conservation Inc. (SCI) and Servidyne, Inc. (NASDAQ: SERV) today announced that they
have signed a definitive agreement for SCIs acquisition of Servidyne. Upon close, the combined
company will take on the name SCIenergy Inc. (SCIenergy). The acquisition remains subject to
Servidyne shareholder approval and customary closing conditions. Although we cannot predict the
exact timing, we anticipate the transaction will close in the third or fourth quarter of this year.
Servidyne is a recognized market leader in energy efficiency and demand response services including
retro-commissioning; Energy Star and LEED certification; preventive maintenance and rapid request
services; manual and automated demand response; energy auditing; and the design, development,
implementation, measurement and verification of capital projects that reduce energy consumption and
generate attractive returns on investment. For some time, we have been looking to expand our
technology offerings in the areas of predictive maintenance, diagnostics and analytics, fault
detection, and continuous commissioning of buildings. SCI is the clear industry leader in all of
these areas. We believe the solutions offered by both companies are highly complementary. In
addition, we share a mutual vision of using the combination of applied engineering expertise and
technology to achieve energy and operating cost improvements, environmental impact reductions, and
increased occupant satisfaction in existing buildings.
We look forward to continuing the services we currently provide to you and accelerating the
development and introduction of new solution offerings around energy efficiency, demand response,
building diagnostics and analytics, and smart grid optimization in existing buildings.
We appreciate your business and will continue to earn it in the months and years ahead. We are
confident that over time, this acquisition will serve to further improve and expand our already
strong set of energy efficiency and demand response offerings, and will enable new ways for us to
serve you by driving energy consumption and costs out of your buildings.
If you have any questions, please feel free to contact me directly at 770-953-0304, or email me at
todd.jarvis@servidyne.com.
Sincerely,
M. Todd Jarvis
President and CEO
Servidyne Systems, LLC
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This letter does not constitute a solicitation of any vote or approval. In connection with
the proposed merger, Servidyne, Inc. will file a proxy statement with the SEC, and deliver the
definitive proxy statement to its shareholders. Servidyne shareholders are urged to read the proxy
statement when it becomes available, as well as other documents filed with the SEC, because they
will contain important information about the merger. The proxy statement and other documents
Servidyne files with the SEC will be available free of charge at the SECs web site (www.sec.gov)
or from Servidynes website (www.servidyne.com) under the tab Investor Relations and then under
the heading All SEC Filings. Free copies of Servidynes filings also may be obtained by
directing a request to investorrelations@servidyne.com.
Servidyne and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Servidynes shareholders with respect to the
proposed transaction. Information about the directors and executive officers of Servidyne is
included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with
the SEC on July 28, 2010. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings or otherwise, will be
set forth in the proxy statement and other documents to be filed with the SEC in connection with
the proposed merger.