Transaction Will Enable Combined Company to
Expand its AI Platform Revolutionizing Property Management
Oblong, Inc. (Nasdaq: OBLG) (“Oblong”), the award-winning maker
of multi-stream collaboration solutions, announced today that it
has signed a non-binding letter of intent (the “Letter of Intent”)
with Dwellwell Analytics (“Dwellwell”), to acquire 100% of the
outstanding equity interests of Dwellwell (the “Merger”). Pursuant
to the terms of the Letter of Intent, Dwellwell securityholders
would, after giving effect to the proposed Merger, own 67% of the
equity of the combined company and equity holders of Oblong would
own 33% of the equity of the combined company, on a fully diluted
basis.
The contemplated business combination would give Oblong
investors a unique opportunity to be part of Dwellwell’s journey.
The Dwellwell solution combines patented and patent-pending,
multi-sensing technology and artificial intelligence to take the
guesswork out of maintenance for both institutional and individual
owners of residential property. Dwellwell’s unique approach uses
remote sensing to monitor an entire residential building instead of
individual systems or appliances.
Ambient Inference™, a unique form of artificial intelligence
allows Dwellwell’s SaaS platform to identify maintenance issues as
soon as they arise, and ultimately predict issues before they
occur. Dwellwell enables customers, including owners of
multi-family buildings, single-family homes, and short-term
rentals, to address repairs proactively, significantly reducing
costs across multiple operational areas.
“After undertaking a comprehensive process to explore and
evaluate a range of strategic options, our Board and Management
team believe this transaction with Dwellwell is the best strategic
alternative for Oblong and represents an opportunity to create
substantial value for our shareholders,” said Pete Holst, Oblong
CEO. “This business combination, if completed, will result in
Oblong investors having an equity stake in a company that is
focused on developing and commercializing AI-centered technology
and solutions that could transform how real estate is monitored and
maintained under the leadership of a world-class team with decades
of domain expertise spanning machine learning/AI, software systems,
applied physics, advanced sensors, user-centered design, and
building maintenance.”
“Dwellwell has created disruptive patented IoT technologies to
address a critical need, the deployment of comprehensive, smarter
maintenance solutions for residential real estate, an asset class
worth over $40T in the U.S. alone,” says Dan Simpkins, CEO,
Dwellwell Analytics. “Combining with Oblong’s team will enable us
to scale our company and more rapidly meet the needs of the real
estate community. This merger will provide resources that Dwellwell
needs to achieve its long-term objective, to be the leading
provider of smart maintenance products.”
Both parties are currently completing their respective due
diligence reviews and are continuing to negotiate the terms of a
Definitive Merger Agreement. Accordingly, Oblong cannot provide any
assurance that it and Dwellwell will successfully negotiate and
enter into a Definitive Merger Agreement or that it will effect the
Merger with Dwellwell or, even if it is able to consummate such a
Merger, that the terms of any such Merger will be on the terms set
forth in the Letter of Intent. The Merger would be subject to board
and shareholder approval, regulatory approval, each party
satisfying a net cash closing condition and other customary closing
conditions.
Important Information About the Proposed Transaction and
Where to Find It
This press release relates to a proposed transaction between
Oblong, Inc., a Delaware corporation (“Oblong”), and Dwellwell
Analytics, Inc., a Delaware corporation (“Dwellwell”) (the
“proposed transaction”). If the parties enter into a definitive
merger agreement, Oblong intends to file a registration statement
on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange
Commission (“SEC”), which will include a preliminary prospectus and
proxy statement of Oblong in connection with the proposed
transaction, referred to as a proxy statement/prospectus. When and
if available, a proxy statement/prospectus will be sent to all
Oblong stockholders as of a record date to be established for
voting on the transaction and to the stockholders of Dwellwell.
Oblong also will file other documents regarding the proposed
transaction with the SEC.
Before making any voting decision, investors and security
holders are urged to read the registration statement, the proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with Oblong’s solicitation
of proxies for its stockholders’ meeting to be held to approve the
transaction, and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as
and if they become available because they will contain important
information about Oblong, Dwellwell and the proposed
transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Oblong through the website maintained by the SEC at
www.sec.gov.
The documents filed by Oblong with the SEC may also be obtained
free of charge at Oblong’s website at www.oblong.com or upon
written request to: Oblong, 110 16th Street, Suite 1400-1024,
Denver, CO 80202.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward looking and cautionary statements
This press release contains forward-looking statements as
defined under Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, that address activities
that Oblong assumes, plans, expects, believes, intends, projects,
estimates or anticipates (and other similar expressions) will,
should or may occur in the future are forward-looking statements.
Oblong’s actual results may differ materially from its
expectations, estimates and projections, and consequently you
should not rely on these forward-looking statements as predictions
of future events. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release include
statements regarding the terms of the proposed transaction, the
entry into a definitive merger agreement, the filing of a
registration statement in connection with the proposed transaction,
the benefits of the proposed transaction, the products under
development by Dwellwell and the markets in which it plans to
operate, the advantages of Dwellwell’s technology, Dwellwell’s
competitive positioning, and Dwellwell’s growth plans and
strategies. The forward-looking statements are based on
management’s current belief, based on currently available
information, as to the outcome and timing of future events, and
involve factors, risks, and uncertainties that may cause actual
results in future periods to differ materially from such
statements, which include, but are not limited to:
- the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
Oblong’s securities;
- the failure to satisfy the conditions to the consummation of
the proposed transaction, including the adoption of the merger
agreement by the shareholders of Oblong;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement;
- the effect of the announcement or pendency of the proposed
transaction on Oblong’s and Dwellwell’s business relationships,
performance, and business generally;
- risks that the proposed transaction disrupts current plans of
Oblong and Dwellwell and potential difficulties in Oblong’s and
Dwellwell’s employee retention as a result of the proposed
transaction;
- the outcome of any legal proceedings that may be instituted
against Dwellwell or against Oblong related to the merger agreement
or the proposed transaction;
- failure to realize the anticipated benefits of the proposed
transaction;
- the inability to meet and maintain the listing of Oblong’s
securities (or the securities of the post-combination company) on
Nasdaq;
- the risk that the price of Oblong’s securities (or the
securities of the post-combination company) may be volatile due to
a variety of factors, including changes in the competitive
industries in which Oblong and Dwellwell operate, variations in
performance across competitors, changes in laws, regulations,
technologies that may impose additional costs and compliance
burdens on Oblong and Dwellwell’s operations, global supply chain
disruptions and shortages, national security tensions, and
macro-economic and social environments affecting Oblong and
Dwellwell’s business and changes in the combined capital
structure;
- the inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities;
- the risk that Dwellwell has a limited operating history;
- the risk that the post-combination company may never achieve or
sustain profitability;
- the risk that Dwellwell, Oblong and the post-combination
company may be unable to raise additional capital on acceptable
terms to finance its operations and remain a going concern;
- the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations;
- the risk that competitors develop competitive ambient sensing
technology that adversely affect Dwellwell’s market position;
- the risk that Dwellwell’s future patent applications may not be
approved or may take longer than expected, and Dwellwell may incur
substantial costs in enforcing and protecting its intellectual
property;
- the risk that Dwellwell’s estimates of market demand may be
inaccurate; and
- other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” in Oblong’s Annual Report on Form 10-K
for the year ended December, 31, 2023 (the “2023 Form 10-K”) and
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2024, as such factors may be updated from time to time in
Oblong’s filings with the SEC, the registration statement on Form
S-4 and the proxy statement/prospectus contained therein. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Oblong nor
Dwellwell gives any assurance that either Oblong or Dwellwell or
the post-combination company will achieve its expected results.
Neither Oblong nor Dwellwell undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
Oblong and Dwellwell and their respective directors and officers
and other members of management may, under SEC rules, be deemed to
be participants in the solicitation of proxies from Oblong’s
stockholders with the proposed transaction and the other matters
set forth in the registration statement. Information about Oblong’s
directors and executive officers is set forth in Oblong’s filings,
including Oblong’s 2023 Form 10-K. Additional information regarding
the direct and indirect interests, by security holdings or
otherwise, of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents as described above under “Important Information About the
Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to buy, sell or solicit any securities or any proxy, vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
About Oblong, Inc.
Oblong (Nasdaq: OBLG) provides innovative and patented
technologies that change the way people work, create, and
communicate. Oblong’s flagship product Mezzanine™ is a meeting
technology platform that offers simultaneous content sharing to
optimize audience engagement and situational awareness. For more
information, visit www.oblong.com and Oblong’s Twitter and Facebook
pages.
About Dwellwell Analytics
Dwellwell is the only comprehensive Check Engine Light for
Homes™. The powerful technology diagnoses and alerts residential
property owners and managers to irregularities in the performance
of an entire residential building, including HVAC, electrical,
plumbing, and even environmental concerns. The SaaS platform
provides early detection of issues before they lead to system
failure or a catastrophic event. With its simple plug-and-play
installation capability, Dwellwell proactively diagnoses issues
across an entire building, helping multifamily and short-term
rental owners streamline maintenance, generate cost savings,
improve NOI, and ensure resident/guest comfort. For more
information, visit www.dwellwell.ai.
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version on businesswire.com: https://www.businesswire.com/news/home/20240604867764/en/
Investor Relations: David Clark investors@oblong.com
(213) 683-8863 ext. 5
Oblong (NASDAQ:OBLG)
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