Itron Poised to Drive New Grid and Customer Experience Solutions with Comverge Acquisition

LIBERTY LAKE, Wash. — May 8, 2017 — Itron, Inc. (NASDAQ: ITRI), a world-leading technology and services company dedicated to the resourceful use of energy and water, announced today that it has signed a definitive agreement to acquire privately held Comverge by purchasing its parent company, Peak Holding Corp., in a cash transaction valued at approximately $100 million. The acquisition combines a world-leader in gas, water, electricity and smart cities solutions with a longtime leader of demand response, which expands the scope of smart grid offerings for the industry.

“The acquisition of Comverge enables Itron to offer a unique solution set that brings Comverge’s demand management solutions to the edge of the network using OpenWay Riva’s edge intelligence and processing capabilities. This will enable utilities to better integrate distributed energy resources and optimize grid performance and reliability. With this acquisition, we are delivering even more value for our customers on top of industry-leading AMI and smart grid solutions enabling a robust, active grid,” said Philip Mezey, Itron’s president and chief executive officer.

Comverge is an industry-leading provider of integrated cloud-based demand response, energy efficiency and customer engagement solutions that enable electric utilities to ensure grid reliability, lower energy costs, meet regulatory demands and enhance the customer experience. Through its combination of software, hardware and services, Comverge helps utilities optimize every aspect of a demand management program, from participant recruitment and device installation to call center support, control events, and measurement and verification. Comverge has enrolled and deployed nearly 3 million energy management devices into mass market demand management programs. In 2016, the company generated $60 million in revenue.

“There are tremendous opportunities that exist, between our technologies, operations and customer relationships. The combination of Comverge and Itron is beneficial for both companies, and most importantly, to our employees and customers,” said Gregory Dukat, Comverge’s chairman, president and chief executive officer. “We’ve spent the last several years successfully pivoting from a hardware-oriented demand response company to a software and services company focused on delivering increased value to our customers. By integrating with Itron’s platform, we create a more compelling offer that leverages data and analytics to optimize the management of distributed energy resources, delivering even greater customer value.”

Excluding acquisition and integration-related costs, amortization of acquired intangible assets and purchase accounting adjustments, the company anticipates the acquisition will be neutral to non-GAAP earnings per share in 2017 and accretive beginning in 2018. The transaction is expected to close in the second quarter of 2017, subject to customary closing conditions.

Company Webcast
Itron will host a webcast on May 8, 2017 at 12:00 p.m. EDT to discuss this transaction. The call will be webcast in a listen-only mode. The webcast and presentation materials will be made available 10 minutes before the start of the call and will be accessible on Itron’s website at http://investors.itron.com/events.cfm. A replay of the audio webcast will be made available at http://investors.itron.com/events.cfm. A telephone replay of the conference call will be available through May 13, 2017. To access the telephone replay, dial (888) 203-1112 (Domestic) or (719) 457-0820 (International) and enter passcode 2028923.