Minim, Inc. (“Minim”) (NASDAQ: MINM) today announced that it has
entered into a definitive merger agreement with privately held
e2Companies, LLC (“e2Companies”), to combine the companies in an
all-stock transaction. The combined company will focus on
continuing to drive proprietary solutions for grid modernization.
Upon closing, which is currently anticipated in the second quarter
of 2024, the combined company is expected to operate under the name
e2Companies, Inc., and trade on the Nasdaq Capital Market.
“This agreement comes at a pivotal time for
e2Companies as we advance the commercialization of our technology
platform,” said James Richmond, CEO and President of e2Companies.
“The aging infrastructure of our country’s grid and the increased
need for demand-side innovation is critical. Our merger with Minim
should allow us to accelerate AI data-driven networking solutions
for the people that need it most, our customers.”
David Lazar, Co-CEO of Minim, commented, “After
running a very thorough merger process, we are extremely excited to
announce this transaction. We believe that e2Companies could
disrupt the energy sector by providing Grid 3.0 energy
solutions.”
About the Proposed Transaction, Management and
Organization
Under the terms of the Agreement and Plan of
Merger, e2Companies will merge with and into a wholly owned
subsidiary of Minim, and as the surviving entity, e2Companies will
become a wholly owned subsidiary of Minim. At the effective time of
the merger, each common unit of e2Companies issued and outstanding
will be converted into common stock of Minim based on a fixed
exchange ratio, with any resulting fractional shares to be rounded
to the nearest whole share. Interest holders of e2Companies will
own approximately 97% of the combined company and securityholders
of Minim will own approximately 3% of the combined company, on a
fully diluted basis.
Following the merger, Minim, Inc. will be
renamed “e2Companies, Inc.” and the corporate headquarters will be
located at 8901 Quality Rd, Bonita Springs FL 34135. The combined
company’s Board of Directors after the Merger will consist of seven
members, two of whom will be designated by Minim.
The combined company will be led by James
Richmond, CEO of e2Companies and creator of the world’s first
Virtual Utility®. James brings a wealth of leadership experience
across a wide range of industries, including 30 years of developing
new engineering capabilities and innovative solutions for his
customers in the energy industry.
“We are thrilled that James has agreed to lead
the combined company,” said David Lazar, Co-CEO of Minim Inc.
The transaction has been approved by the Board
of Directors of Minim and the managers of e2Companies and is
expected to close in the second quarter of 2024, subject to
customary closing conditions, including the effectiveness of the
registration statement on Form S-4 to be filed by Minim and the
approval by Minim stockholders.
ABZ Law Office is serving as legal counsel to
Minim. Haynes and Boone, LLP is serving as legal counsel to
e2Companies.
About Minim
Minim, Inc. (NASDAQ: MINM) is the creator of
intelligent networking products that dependably connect people to
the information they need and the people they love. Headquartered
in Manchester, NH, the company delivered smart software-driven
communications products under the globally recognized Motorola
brand and Minim® trademark. Minim end users benefit from a
personalized and secure Wi-Fi experience, leading to happy and safe
homes where things just work.
To learn more about Minim, visit
https://www.minim.com
About e2Companies
e2Companies is the first vertically integrated
Virtual Utility® for power generation, distribution, and energy
economics in the marketplace. e2Companies’ patented technology, the
R3Di® System, provides a synthetic utility BUS with inertia for
continuous on-site power and seamless resiliency, independent of
grid conditions. The R3Di® System is continuously
monitored by the Grove365 to optimize resources, track ESG targets,
and unlock new revenue opportunities for customers. This automated
platform is self-sustaining and designed to adapt to future grid
advancements including renewables, hydrogen, geothermal, biofuel,
and autonomous grid operations.
To learn more about e2Companies visit www.e2companies.com
e2Companies8901 Quality RoadBonita Springs, FL 34135Ph: (833)
682-7273
Forward-Looking Statements
This press release contains “forward-looking
statements”, within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to Minim’s plans, expectations,
and intentions. Actual results may be materially different from
expectations as a result of known and unknown risks, including:
risk that the conditions to the closing of the proposed transaction
are not satisfied, including the failure to obtain stockholder
approval for the transaction; uncertainties as to the timing of the
consummation of the proposed transaction and the ability of each of
Minim and e2Companies to consummate the proposed transaction; risks
related to Minim’s and e2Companies ability to correctly estimate
their respective operating expenses and expenses associated with
the proposed transaction, as well as uncertainties regarding the
impact any delay in the closing would have on the anticipated cash
resources of the combined company upon closing and other events and
unanticipated spending and costs that could reduce the combined
company’s cash resources; the occurrence of any event, change or
other circumstance or condition that could give rise to the
termination of the merger agreement; the effect of the announcement
or pendency of the merger on Minim’s or e2 Companies’ business
relationships, operating results and business generally; costs
related to the merger; the outcome of any legal proceedings that
may be instituted against Minim, e2Companies or any of their
respective directors or officers related to the merger agreement or
the proposed transactions contemplated thereby; competitive
responses to the proposed transaction; unexpected costs, charges or
expenses resulting from the proposed transaction; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; the
potential increase in tariffs on the company’s imports; potential
supply interruptions from manufacturing the company’s products in
Vietnam; risks relating to global semiconductor shortages;
potential changes in NAFTA; the potential need for additional
funding which Minim may be unable to obtain; declining demand for
certain of Minim’s products; delays, unanticipated costs,
interruptions or other uncertainties associated with Minim’s
production and shipping; Minim’s reliance on several key
outsourcing partners; uncertainty of key customers’ plans and
orders; risks relating to product certifications; Minim’s
dependence on key employees; uncertainty of new product
development, including certification and overall project delays,
budget overruns; the risk that newly introduced products may
contain undetected errors or defects or otherwise not perform as
anticipated; costs and senior management distractions due to patent
related matters; risks from a material weakness in our internal
control over financial reporting; and other risks set forth in
Minim’s filings with the Securities and Exchange Commission
(“SEC”). Minim cautions readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the
date made. Minim expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any such statements
to reflect any change in Minim’s expectations or any change in
events, conditions, or circumstance on which any such statement is
based.
No Offer or Solicitation
This press release is not intended to and does
not constitute a proxy statement or an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.
Important Additional Information Will be Filed with the
SEC
In connection with the proposed transaction
between Minim and e2Companies, Minim intends to file relevant
materials with the SEC, including a registration statement on Form
S-4 that will include a consent solicitation or proxy statement, as
applicable, pertaining to Minim and e2Companies. MINIM URGES
INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MINIM, e2COMPANIES, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the consent solicitation statement or
proxy statement, as applicable. and other documents filed by Minim
with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders should note that Minim communicates with investors and
the public using its website (https://www.minim.com), where anyone
will be able to obtain free copies of the consent solicitation
statement or proxy statement and other documents filed by Minim
with the SEC and stockholders are urged to read the consent
solicitation statement or proxy statement, as applicable, and the
other relevant materials when they become available before making
any voting or investment decision with respect to the proposed
transaction.
Participants in the Solicitation
Minim and its directors and executive officers
may be deemed to be participants in the solicitation of consents in
connection with the proposed transaction. Information about Minim’s
directors and executive officers is included in Minim’s most recent
Annual Report on Form 10-K, including any information incorporated
therein by reference, as filed with the SEC. Additional information
regarding these persons and their interests in the proposed
transaction will be included in the consent solicitation statement
or proxy statement, as applicable, relating to the proposed
transaction when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
Contacts:
For inquiries regarding Minim: investorrelations@minim.comFor
inquiries regarding e2Companies:
investorrelations@e2companies.com
Minim (NASDAQ:MINM)
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