ISS and Glass Lewis Recommend Votes "FOR" The Merger And All Proposals At Upcoming Special Meeting of Shareholders; FERC Approval for Merger Obtained

HOUSTON, TX / ACCESSWIRE / May 14, 2024 / Via Renewables, Inc. ("Via Renewables" or the "Company") (NASDAQ:VIA; VIASP), an independent retail energy services company, announced today that leading independent proxy advisory firms Institutional Shareholder Services, Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") have both recommended that the Company's shareholders vote "FOR" each of: (1) the approval of the Agreement and Plan of Merger, dated as of December 29, 2023 (the "Merger Agreement"), by and among the Company, Retailco, LLC, a Texas limited liability company ("Parent"), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub") (the "Merger Proposal"), pursuant to which Merger Sub would merge with and into the Company with the Company surviving the merger, following which all of the issued and outstanding shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), would be acquired by Parent for $11.00 per share in cash (except for the shares of Class A Common Stock held or beneficially owned by (i) (a) the Company or any subsidiary of the Company, or (b) William Keith Maxwell, III and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC, and (ii) any holder of record of Class A Common Stock who did not vote in favor of the Merger Proposal and is entitled to demand and validly demands appraisal of such shares of Class A Common Stock pursuant to, and complies in all respects with, Section 262 of the General Corporation Law of the State of Delaware; and (2) the approval, on a non-binding, advisory basis, of the compensation that may become payable to the Company's named executive officers in connection with the Merger.

In its May 10, 2024 report, ISS noted[1]:

• "The merger consideration represents a premium of 17.0 percent over the price on the day prior to the announcement, and a premium of 51.3 percent over the stock price two months prior to the announcement. [. . . ] Investors reacted positively to the announcement, driving the VIA share price up by 14.1 percent to close at $10.73 per share, compared to a 0.8percent rise in the S&P 600 Electric Utilities Index on the same day. VIA shares have appreciated by 16.1 percent since the announcement through May 6, 2024, 11.6 percentage points above the S&P 600 Electric Utilities Index over the same period. The outperformance against the index indicates a potential downside risk of non-approval."
• "A vote FOR this transaction is warranted. The board appears to have taken reasonable steps to mitigate potential conflicts of interest and, although the sales process did not include either a formal auction or a market check process, the special committee negotiated a go-shop period following the transaction announcement during which it received no further bids. Further, the cash form of consideration provides liquidity and certainty of value and there is a potential downside risk to non-approval."
• "Support is warranted for the golden parachute proposal as cash severance is double trigger and no excise tax gross-ups are payable."

[1] Permission to use quotes neither sought nor obtained.