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$JCS Announces Agreement to Merge with Pineapple Energy, LLCCommunications Systems, Inc. Announces Agreement to Merge with Pineapple Energy, LLC $JCS ("CSI" or the "Company"), an IoT intelligent edge products and services company, today announced that it entered into a definitive merger agreement with privately held Pineapple Energy, LLC ("Pineapple"), a growing U.S. operator and consolidator of residential solar, battery storage, and grid services solutions. Pineapple recently signed definitive agreements to acquire Hawaii Energy Connection ("HEC") and E-GEAR, both Hawaii-based sustainable energy solution providers. This transaction will pave the way for the combined company to effectively raise capital and use stock as a currency to acquire other leading regional solar, storage and energy services companies." CSI expects the sale proceeds from any pre-merger divestitures to be distributed in the form of a cash dividend to existing CSI shareholders prior to the effective date of the merger. In addition to any proceeds from pre-merger divestitures, CSI expects to distribute to the pre-merger shareholders a cash dividend of at least $1.00 per share prior to the closing of the merger. The Company also intends to make additional cash dividends from cash, cash equivalents, and investments and proceeds from the sale of legacy CSI assets and businesses sold after the merger through the CVRs. Each CSI shareholder as of the merger record date, will receive Contingent Value Rights ("CVRs") that reflect the right to receive that shareholder’s percentage of the net proceeds from the sale of legacy CSI businesses and assets, after the closing. Additionally, current CSI shareholders will retain shares in the combined company, initially holding approximately 37% of total shares outstanding. This ownership is expected to decrease over time due to earnouts to Pineapple shareholders and capital to be raised through potential future equity offerings. Other information about the Merger and Related Transaction The transaction is structured as a statutory reverse triangular merger under Delaware law under which a new CSI subsidiary will be merged with and into Pineapple. Pineapple will survive the merge r and become a wholly-owned subsidiary of CSI. The Members of Pineapple will receive base consideration of 15.6 million shares of CSI common stock. The base consideration will be increased for any outstanding convertible notes issued by Pineapple in a pre-closing financing, which will convert into additional shares of CSI common stock at a rate of $2.00 per share and be decreased for any outstanding indebtedness of Pineapple in excess of $22.5 million, which will reduce the base consideration at a rate of $2.00 per share; In addition to the base consideration, Members of Pineapple may receive additional shares pursuant to an earnout. Additional shares of common stock will be issued to Members of Pineapple upon the occurrence of the specific milestones. Financing Growth In conjunction with the merger, CSI and Pineapple Energy are exploring equity financing through a private placement that would close in connection with the closing of merger, with proceeds to be used by the combined company to finance additional acquisitions and working capital needs of the combined company.
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by AlenCiken
Why $SUNW skyrocketed in January?%SUNW stock popped on Wednesday as projected Democratic victories in Georgia runoff elections boosted investors' hopes for a more robust green energy agenda. Democrats Raphael Warnock and Jon Ossoff are set to win their races giving the party control of the Senate, according to projections from Decision Desk HQ and Insider. It seems Washington is set to go green with a Democrat-controlled Senate, plus Joe Biden's stated goal of a 100% clean grid at the core of his climate agenda. As the Washington Post reported green energy lobbyists are lining up for their shot to influence the Biden Administration. The rally comes on the back of multiple positive reports on the sector from the likes of Goldman Sachs and JP Morgan. JP Morgan analyst Paul Coster said in the company's December Alternative Energy Outlook that "the falling cost per watt of renewable energy…positions wind and solar as the lowest-cost source of energy in approximately 70% of the world. markets.businessinsider.com After nearly running out of cash last year, the company has a new lease on life after selling $20 million in stock in December and paying off a $2.7 million loan. Sunworks intends to use its improved balance sheet to drive growth. The biggest problem for Sunworks is that it isn't even close to making money. Revenue in the first nine months of 2020 was just $29.3 million and losses were $11.1 million, or $0.75 per share. Those trends look like they'll continue, and with bigger, more established solar stocks available, this isn't a gamble I would be taking today. www.fool.com
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by AlenCiken
Sun Power $SPWR to complete Head & Shoulders? LONGSun Power has had a rough go w/ the overall market struggling, but it should be close to reaching a strong support point with previous lows looming. The maroon-circled region represents an area of excellent entry, with the trace down further being somewhat dubious. Patience can be exercised here a little. The corrective wave is happening, but we cannot rule out a trace down to 31/s. That is fully possible. While there's little fault to be found with entering right now (circa 10:30 AM EST), there possibly may open up an even lower buy point. Regardless of whether it does or not, this stock should have no problem ascending back to its previous levels as the market normalizes. A target sell-point can be tenatively scheduled between 41 and 44 per share; with that maybe being a 1/2 exit. For this moment? We find that entry point! BEST OF IT ALL! -BDR
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by BDRTrigger33
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