OBERHACHING, Germany and DALLAS, Nov. 14, 2022 (GLOBE NEWSWIRE) -- EnOcean GmbH (“EnOcean”), the pioneer of vigor harvesting Internet-of-Things (“IoT”) devices and sensor-to-cloud solutions, and Parabellum Acquisition Corp. (NYSE:PRBM), a publically traded peculiar intent acquisition institution (“Parabellum”), announced contiguous that they person entered into a definitive concern operation statement that volition effect successful EnOcean becoming a publically listed institution taxable to the closing. Upon closing of the transaction, the combined institution volition beryllium named EnOcean Holdings, N.V. and beryllium listed connected the NYSE and commercialized nether the caller ticker awesome “SIOT”, oregon Sustainable IoT.
EnOcean has pioneered and is simply a person successful vigor harvesting based IoT devices, devoted to commercialized buildings and astute spaces. EnOcean has extended OEM partnerships with implicit 300 customers and is simply a founding subordinate of EnOcean Alliance, a non-profit planetary relation of companies that enables and promotes interoperable eco-systems for astute homes, astute buildings and astute spaces with implicit 300 members. Further, EnOcean has, done its precocious announced concern with Aruba Networks, besides developed an innovative unreality solution called IoTC, which represents EnOcean devices connected the unreality by utilizing existing infrastructure of Aruba’s entree points. EnOcean’s IoTC thereby enables the rollout of maintenance-free IoT devices for offices without the request of creating immoderate caller infrastructure, including further gateways oregon entree points. The concern operation is expected to supply EnOcean with maturation superior to grow deployment of its innovative exertion and supply superior for strategical acquisitions.
Management Commentary
“The accelerating thrust towards much sustainable buildings by some existent property owners arsenic good arsenic tenants, compounded by sharply rising outgo of energy, are creating a marketplace for sustainable IoT solutions that thrust down the usage of energy. We judge EnOcean is powerfully positioned to capitalize connected these semipermanent trends and are seeking ways to accelerate its maturation beyond integrated developments. For that reason, EnOcean acquired the smart-server concern from Renesas Electronics Corporation connected October 1, 2022, and is pursuing a strategy for further acquisitions. We judge getting entree to nationalist markets done the concern operation with Parabellum is simply a cleanable way guardant for EnOcean. This way creates a steadfast equilibrium expanse for EnOcean and continued entree to nationalist markets for strategical initiatives,” said Raoul Wijgergangs, CEO of EnOcean.
“When we started our travel astatine Parabellum, we indicated to our investors that our perfect people institution would beryllium 1 that is focused connected the accelerated gait of IoT translation crossed respective cardinal verticals, has proprietary technologies, has an fantabulous absorption team, has a defensible concern model, and, much importantly, a proven way grounds successful enabling smart, IoT-enabled spaces,” said Narbeh Derhacobian, CEO of Parabellum Acquisition Corporation. “We judge EnOcean meets each the criteria that we acceptable retired backmost successful September of 2021. Over the past respective quarters, we person travel to recognize and admit the imaginativeness of the translation that Raoul and his absorption squad person acceptable forth. We judge EnOcean is acceptable to payment from a stronger equilibrium expanse and execute connected their imaginativeness of maturation arsenic a nationalist company. The squad astatine Parabellum is present to enactment this breathtaking travel for EnOcean.”
Transaction Overview
The concern operation values EnOcean astatine an equity worth of $120 million. The combined institution volition person astir $146.5 cardinal USD successful gross proceeds from Parabellum’s spot account, assuming nary redemptions by Parabellum’s nationalist stockholders, and up to $40 cardinal successful further financing to beryllium raised anterior to the closing of the concern combination. Following the closing, the combined institution volition proceed to run the concern of EnOcean from its offices successful Oberhaching, Germany.
The transaction has been approved by the shareholders’ committee of EnOcean and the committee of directors of Parabellum and is presently expected to adjacent successful the archetypal fractional of 2023, taxable to regulatory and stockholder approvals, and different customary closing conditions.
Additional accusation astir the projected transaction, including a transcript of the concern operation statement and capitalist presentation, volition beryllium provided successful a Current Report connected Form 8-K to beryllium filed by Parabellum with the Securities and Exchange Commission (“SEC”) and volition beryllium disposable connected Parabellum’s website astatine www.parabellumac.com, EnOcean’s website astatine www.enocean.com, and astatine the SEC’s website astatine www.sec.gov.
Advisors
Acuity Advisors is serving arsenic Financial Advisor to EnOcean. Dentons is serving arsenic ineligible counsel to EnOcean.
B. Riley Securities is serving arsenic Financial and Capital Markets Advisor and sole placement cause to Parabellum. DLA Piper, LLP (US) and Ashurst LLP are acting arsenic ineligible counsel to Parabellum. Kirkland & Ellis LLP is acting arsenic placement cause counsel.
About EnOcean
EnOcean GmbH is the pioneer of vigor harvesting. Headquartered successful Oberhaching, adjacent Munich, with its subsidiary successful Salt Lake City, UT, the institution delivers invaluable information for the Internet of Things (IoT) with its resource-saving technology. For much than 20 years, EnOcean has been producing maintenance-free wireless switches and sensors, which summation their vigor from the surroundings – from movement, airy oregon temperature. The operation of miniaturized vigor converters, ultra-low powerfulness electronics and robust vigor exertion based connected unfastened standards (EnOcean, Zigbee and Bluetooth®) forms the instauration for digitized buildings, services and accumulation processes successful the IoT. The self-powered solutions are utilized successful gathering automation, astute homes, LED lighting power and concern applications. As an innovation driver, EnOcean is simply a beardown spouse for much than 350 starring merchandise manufacturers and has already completed much than a cardinal buildings worldwide with vigor harvesting solutions. For much information, delight sojourn www.enocean.com/edge.
About Parabellum Acquisition Corp.
Parabellum is simply a blank-check institution formed for the intent of effecting a merger, superior banal exchange, plus acquisition, banal purchase, reorganization oregon akin concern operation with 1 oregon much businesses. The Company absorption is connected businesses that person unsocial proprietary technologies and concern models and are actively engaged successful the Internet of Things (“IoT”) translation successful a assortment of segments specified arsenic consumer, industrial, automotive, aesculapian and others. Visit www.parabellumac.com for much information.
Additional Information
This connection is being made successful respect of the projected transaction involving EnOcean GmbH, a backstage constricted institution incorporated nether the Laws of Germany (“EnOcean”), EnOcean Holdings B.V., a backstage institution with constricted liability incorporated nether the Laws of the Netherlands (“Holdco”), Artemis Merger Sub Inc., a Delaware corp and wholly owned subsidiary of Holdco, and Parabellum Acquisition Corp., a Delaware corp (“Parabellum”). This connection does not represent an connection to merchantability oregon the solicitation of an connection to bargain immoderate securities oregon a solicitation of immoderate ballot oregon approval, nor shall determination beryllium immoderate merchantability of securities successful immoderate jurisdiction successful which specified offer, solicitation oregon merchantability would beryllium unlawful anterior to registration oregon qualification nether the securities laws of specified jurisdiction. In transportation with the projected transaction, EnOcean Holdings B.V. volition record with the Securities and Exchange Commission (“SEC”) a registration connection connected Form F-4 that volition see a proxy connection of Parabellum successful transportation with Parabellum’s solicitation of proxies for the ballot by Parabellum’s shareholders with respect to the projected transaction and different matters arsenic whitethorn beryllium described successful the registration statement. EnOcean and Parabellum besides program to record different documents with the SEC regarding the projected transaction and a proxy statement/prospectus volition beryllium mailed to holders of shares of Parabellum’s Class A Common Stock. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, arsenic good arsenic different filings containing accusation astir EnOcean and Parabellum volition beryllium disposable without complaint astatine the SEC’s Internet tract (http://www.sec.gov). Copies of the proxy statement/prospectus tin besides beryllium obtained, erstwhile available, without charge, from EnOcean’s website at www.enocean.com. Copies of the proxy statement/prospectus tin beryllium obtained, erstwhile available, without charge, from Parabellum’s website at www.parabellumac.com.
Participants successful the Solicitations
EnOcean, EnOcean Holdings B.V., Parabellum and definite of their respective directors, enforcement officers and different members of absorption and employees may, nether SEC rules, beryllium deemed to beryllium participants successful the solicitation of proxies from Parabellum’s stockholders successful transportation with the projected transaction. You tin find much accusation astir Parabellum’s directors and enforcement officers successful Parabellum’s last prospectus dated September 27, 2021 and filed with the SEC connected September 29, 2021. Additional accusation regarding the participants successful the proxy solicitation and a statement of their nonstop and indirect interests volition beryllium included successful the proxy statement/prospectus erstwhile it becomes available. Shareholders, imaginable investors and different funny persons should work the proxy statement/prospectus cautiously erstwhile it becomes disposable earlier making immoderate voting oregon concern decisions. You whitethorn get escaped copies of these documents from the sources indicated above.
No Offer oregon Solicitation
This connection does not represent an connection to merchantability oregon the solicitation of an connection to bargain immoderate securities, oregon a solicitation of immoderate ballot oregon approval, nor shall determination beryllium immoderate merchantability of securities successful immoderate jurisdiction successful which specified offer, solicitation oregon merchantability would beryllium unlawful anterior to registration oregon qualification nether the securities laws of immoderate specified jurisdiction. No offering of securities shall beryllium made but by means of a prospectus gathering the requirements of conception 10 of the Securities Act, oregon an exemption therefrom.
Forward-Looking Statements
Certain statements included successful this connection that are not humanities facts are forward-looking statements. Forward-looking statements mostly are accompanied by words specified arsenic “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect, “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and akin expressions that foretell oregon bespeak aboriginal events oregon trends oregon that are not statements of humanities matters. These forward-looking statements include, but are not constricted to, definite plans, expectations, goals, projections, and statements astir the benefits of the projected transaction, the plans, objections, expectations, and intentions of EnOcean and Parabellum, the expected timing of completion of the transaction, and different statements that are not humanities facts. These statements are based connected accusation disposable to EnOcean and Parabellum arsenic of the day hereof and neither EnOcean nor Parabellum is nether immoderate work to update immoderate of the forward-looking statements aft the day of this Presentation to conform these statements to existent results. These statements are based connected assorted assumptions, whether oregon not identified successful this communication, and connected the existent expectations of the respective absorption of EnOcean and Parabellum arsenic of the day hereof and are not predictions of existent performance. These forward-looking statements are provided for illustrative purposes lone and are not intended to service arsenic and should not beryllium relied connected by an capitalist oregon others as, a guarantee, an assurance, a prediction, oregon a definitive connection of information oregon probability. Actual events and circumstances are hard oregon intolerable to foretell and volition disagree from assumptions. Many existent events and circumstances are beyond the power of EnOcean and Parabellum. These forward-looking statements are taxable to a fig of risks and uncertainties, including, but not constricted to, changes successful home and overseas business, market, financial, political, and ineligible conditions; the inability of the parties to successfully oregon timely consummate the projected transaction, including the hazard that immoderate regulatory approvals oregon the SEC’s declaration of the effectiveness of our prospectus/proxy connection are not obtained, are delayed oregon are taxable to unanticipated conditions that could adversely impact the combined institution oregon the expected benefits of the projected transaction oregon that the support of the requisite equity holders of Parabellum is not obtained; nonaccomplishment to recognize the anticipated benefits of the projected transaction; risks relating to the uncertainty of the projected fiscal accusation with respect to EnOcean; risks related to the rollout of EnOcean’s concern and the timing of expected concern milestones; the effects of contention connected EnOcean’s business; the magnitude of redemption requests made by Parabellum’s stockholders; the quality of Parabellum oregon EnOcean to contented equity oregon equity-linked securities oregon get indebtedness financing successful transportation with the projected transaction oregon successful the future; and those factors discussed successful Parabellum’s last prospectus dated September 29, 2021, nether the heading “Risk Factors,” and different documents Parabellum has filed, oregon volition file, with the SEC. If immoderate of these risks materialize oregon our assumptions beryllium incorrect, existent results could disagree materially from the results implied by these forward-looking statements. There whitethorn beryllium further risks that neither Parabellum nor EnOcean presently know, oregon that Parabellum oregon EnOcean presently judge are immaterial, that could besides origin existent results to disagree from those contained successful the forward-looking statements. In addition, the forward-looking statements bespeak Parabellum’s and EnOcean’s expectations, plans, oregon forecasts of aboriginal events and views arsenic of the day of this communication. Parabellum and EnOcean expect that consequent events and developments volition origin Parabellum’s and EnOcean’s assessments to change. However, portion Parabellum and EnOcean whitethorn elite to update these forward-looking statements astatine immoderate constituent successful the future, Parabellum and EnOcean specifically disclaim immoderate work to bash so. These forward-looking statements should not beryllium relied upon arsenic a practice of Parabellum’s and EnOcean’s assessments arsenic of immoderate day consequent to the day of this communication. Accordingly, undue reliance should not beryllium placed upon the forward-looking statements.
Press Contacts
Janina Mueller
EnOcean GmbH
T +49.89.67 34 689-57
M +49.160.97 82 85 61
janina.mueller@enocean.com
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