James Peterson , former Chairman, CEO and President of Microsemi Corporation, to serve as Executive Chairman of the Board of the combined company,Mobix Labs, Inc. (“Mobix Labs”); leading a team experienced in growing technology companies organically and accelerating growth with M&A
Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company
- Transaction values combined company at an implied pro forma enterprise value of approximately
$276 million and an implied pro forma equity value of approximately$295 million
- Transaction includes
$30 million fully committed common stock PIPE at$10.00 per share
- In addition,
Mobix Labs has signed a non-binding term sheet withB. Riley Principal Capital II, LLC for a$100 million equity line of credit to further support its growth strategy
Mobix Labs believes that the transaction financing, combined with the equity line of credit and other financing thatMobix Labs and Chavant have agreed to cooperate to raise, will satisfy the minimum cash condition required to close and will provide the Company with resources to execute on its growth strategy
- Proceeds expected to be used for ongoing chipset development to capitalize on the large and rapidly expanding global demand for improved communication systems performance and for working capital
- M&A strategy strengthened as a public company, enabling
Mobix Labs to further accelerate growth through acquisition of cash flow-generating companies with complementary products, customer mix and industry verticals
- Mobix Labs’ universal CMOS-based chipset is designed to enable full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution, and its full suite of connectivity solutions offer high performance at longer distances in smaller form factors
- Post-close combined company will be named
Mobix Labs, Inc. , incorporated inDelaware , with common stock and warrants expected to be listed on Nasdaq
Leading Wireless Solutions Providing “True” 5G
Management Comments
Dr.
Transaction Overview
The transaction values
The transaction includes a
The board of directors of
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in Current Reports on Form 8-K to be filed by Chavant with the
Advisors
B.
About
Based in
Learn more at Mobixlabs.com.
About Chavant
Chavant is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar transaction or business combination with one or more businesses. Chavant is focused on businesses that are positioned to be market leaders with compelling growth opportunities and where innovation can transform fundamental technologies to create value. Chavant is led by Dr.
Important Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the
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
The documents filed by Chavant with the
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 Statements
This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by
- the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities;
- the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant;
- the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of
Chavant and Mobix Labs , the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; - the lack of a third party valuation in determining whether or not to pursue the proposed transaction;
- 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 Mobix Labs’ business relationships, performance, and business generally;
- risks that the proposed transaction disrupts current plans of
Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; - the outcome of any legal proceedings that may be instituted against
Mobix Labs or against Chavant 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 Chavant’s securities (or the securities of the post-combination company) on Nasdaq;
- the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain,
U.S. /China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ 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
Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; - the risk that
Mobix Labs may never achieve or sustain profitability; - the risk that
Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; - the risk that the post-combination company experiences difficulties in managing its growth and expanding operations;
- the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners;
- the risk that
Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; - the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and
Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; - inability to complete the PIPE investment in connection with the proposed transaction;
- the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and
- other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the
SEC onMarch 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods endedMarch 31, 2022 andJune 30, 2022 , as such factors may be updated from time to time in Chavant’s filings with theSEC , 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 Chavant nor
Participants in the Solicitation
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.
Contacts:
Media Contact and Investor Relations Contact
mobix@blueshirtgroup.com
Source:
2022 GlobeNewswire, Inc., source