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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.
Posted In: MINM
