Parabellum Acquisition Corp. *
LIQUIDATION – 5/1/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be April 30, 2023.
- The per-share redemption price was not mentioned
The below-announced combination was terminated on 5/1/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: EnOcean GmbH
ENTERPRISE VALUE: $166.9 million
ANTICIPATED SYMBOL: SIOT
Parabellum Acquisition Corp. proposes to combine with EnOcean GmbH, a company producing energy harvesting Internet-of-Things (“IoT”) devices and sensor-to-cloud solutions.
- Headquartered in Oberhaching, near Munich, with its subsidiary in Salt Lake City, UT, the company delivers valuable data for the Internet of Things (IoT) with its resource-saving technology.
- For more than 20 years, EnOcean has been producing maintenance-free wireless switches and sensors, which gain their energy from the surroundings – from movement, light or temperature.
- The combination of miniaturized energy converters, ultra-low power electronics and robust radio technology based on open standards (EnOcean, Zigbee and Bluetooth®) forms the foundation for digitized buildings, services and production processes in the IoT.
- The self-powered solutions are used in building automation, smart homes, LED lighting control and industrial applications.
SUBSEQUENT EVENT – 1/10/23 – LINK
- Stockholders elected to redeem 11,942,026 shares of the Company’s Class A Common Stock, which represents approximately 83% of the shares that were part of the units that were sold in the Company’s initial public offering instead of the original 12,142,026 (84.466%)
EXTENSION – 12/20/22 – LINK
- The SPAC approved the extension of the date by which the Company must consummate a business combination transaction from March 30, 2023 on a monthly basis up to September 30, 2023
- 12,142,026 (84.466%) shares were redeemed.
TRANSACTION
- The business combination values EnOcean at an equity value of $120 million.
- The combined company will receive approximately $146.5 million USD in gross proceeds from Parabellum’s trust account, assuming no redemptions by Parabellum’s public stockholders, and up to $40 million in additional financing to be raised prior to the closing of the business combination.
- Following the closing, the combined company will continue to operate the business of EnOcean from its offices in Oberhaching, Germany.
- The transaction has been approved by the shareholders’ committee of EnOcean and the board of directors of Parabellum and is currently expected to close in the first half of 2023, subject to regulatory and stockholder approvals, and other customary closing conditions.
PIPE
- There is currently no PIPE for this Transaction.
- Holdco may enter into agreements with investors for the subscription for Holdco Ordinary Shares, convertible promissory notes or other securities or any combination thereof with the PIPE Investors or additional investors reasonably acceptable to EnOcean on terms mutually agreeable to EnOcean and Parabellum (each acting reasonably and in good faith).
- Unless otherwise agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $40,000,000, provided that, such PIPE Investment Amount will be increased to account for any fees paid by EnOcean, Holdco or Parabellum in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount.
- In connection with Holdco seeking a PIPE Investment, Parabellum, Holdco and EnOcean will cooperate with each other in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur.
LOCK-UP
Company & Sponsor:
- Each of the Holders will not Transfer, except for in the case of certain customary exceptions, 83.0% of the Holdco Ordinary Shares and any other equity securities convertible into or exercisable or exchange for the Holdco Ordinary Shares (“Lock-Up Shares”) (other than shares obtained through an earn-out contemplated by the Transaction or the public market) until the earlier of:
- (i) December 15, 2023,
- (ii) 180 days after the date of the Closing, or
- (iii) the date on which, subsequent to the Business Combination, the reported closing price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Closing) for any twenty trading days within any thirty trading day period commencing at least 150 days after the Closing.
EARNOUT
- After the Closing, the pre-closing Company Shareholders, including holders of any Company Option which will be converted into Holdco Options, (the “Shareholder Earnout Group”), will have the contingent right to receive additional Holdco Ordinary Shares within five business days after the occurrence of a Share Price Trigger.
- Holdco will issue or caused to be issued an aggregate number of Holdco Ordinary Shares equal to 15% of the total number of Holdco Ordinary Shares outstanding immediately after the Merger Effective Time to the Shareholder Earnout Group with respect to each trigger event, as such Holdco Ordinary Shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Earnout Shares”).
- The Earnout Shares will be released and delivered to the Shareholder Earnout Group on or prior to the fifth anniversary of the Closing as follows:
- (i) 30% of the Earnout Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro-rata basis if the VWAP of the Holdco Ordinary Shares equals or exceeds $12.50 per share for twenty of any thirty consecutive trading days commencing after the Closing (the “First Share Price Trigger”).
- (ii) 30% of the Earnout Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro-rata basis if the VWAP of shares of Holdco Ordinary Shares equals or exceeds $15.00 per share for twenty of any thirty consecutive trading days commencing after the Closing (the “Second Share Price Trigger”).
- (iii) 40% of the Earnout Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro-rata basis if the VWAP of shares of Holdco Ordinary Shares equals or exceeds $17.50 per share for twenty of any thirty consecutive trading days commencing after the Closing (the “Third Share Price Trigger”).
- (iv) If the conditions set forth in (i), (ii), or (iii) above have not been satisfied following the fifth anniversary of the Closing, any Earnout Shares remaining will be automatically canceled and the members of the Shareholder Earnout Group not to have any right to receive such Earnout Shares or any benefit therefrom.
NOTABLE CONDITIONS TO CLOSING
- The obligations of Holdco, EnOcean, Parabellum and Merger Sub to consummate the Business Combination are subject to the aggregate cash proceeds received by Parabellum or any of its affiliates from the Trust Account in connection with the Business Combination (after for the avoidance of doubt, giving effect to the Parabellum Share Redemption) and the transactions contemplated in the PIPE Subscription Agreements will be equal to or greater $30,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement allows the parties to terminate the agreement if the Merger Effective Time has not occurred by August 13, 2023, the date which is nine months after the date of the Business Combination Agreement (the “Outside Date”).
- EnOcean is allowed to terminate the Business Combination Agreement if on or prior to February 28, 2023, Parabellum fails to deliver PIPE Subscription Agreements for an aggregate amount of at least $30,000,000.
- Or if a governmental authority will have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, decree, or executive order which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination
ADVISORS
- Acuity Advisors is serving as Financial Advisor to EnOcean.
- Dentons is serving as legal counsel to EnOcean.
- B. Riley Securities is serving as Financial and Capital Markets Advisor and sole placement agent to Parabellum.
- DLA Piper, LLP (US) and Ashurst LLP are acting as legal counsel to Parabellum.
- Kirkland & Ellis LLP is acting as placement agent counsel.
MANAGEMENT & BOARD
Executive Officers
Narbeh Derhacobian, 58
Chairman of the Board, Chief Executive Officer and Director
Mr. Derhacobian has over 25 years of experience in leading-edge technology companies. From 2007 to 2020, he was the President and Chief Executive Officer of Adesto Technologies (Nasdaq: IOTS), a provider of innovative semiconductor solutions for code and data storage applications (“Adesto”), leading the company from its founding and early financing rounds to IPO and its recent merger with Dialog Semiconductor PLC (XETRA:DLG) in 2020. Prior to its merger with Dialog Semiconductor PLC, Adesto had over 200 employees across the US, Europe, and Asia and served over 2,000 customers in industrial, consumer, communication, and medical segments. Under Mr. Derhacobian’s leadership, Adesto was selected as a Red Herring Top 100 North America winner for 2014 and was recognized as the Top Emerging Growth Company of 2019 by the Association of Corporate Growth in Silicon Valley. Mr. Derhacobian has extensive mergers and acquisitions experience with both public and private companies. Additionally, he has significant operational experience in complex organizations serving Fortune 100 customers. Mr. Derhacobian currently is a consultant and advisor to three private companies including Deep Vision Inc (2021 to present), Gyrfalcon Technologies Corporation (2020 to present) and InSemi Technology Corporation (2021 to present). Mr. Derhacobian’s prior experience also includes senior management roles at Advanced Micro Devices, Inc.(Nasdaq: AMD), a multinational semiconductor company, from 1995 to 2000, where he served as engineering manager, Virage Logic Corporation (Nasdaq: VIRL), a provider of semiconductor intellectual property, from 2000 to 2004 where he served as director of engineering, Cswitch from 2004 to 2006 where he served as director of technology development, and Silicon Storage Technology, Inc.(Nasdaq:SSTI) from 1994 to 1995 where he served as senior engineer. He has over 50 issued patents in the area of semiconductor devices. Mr. Derhacobian holds a Ph.D. in physics from UCLA (1992) and an MBA from the San Jose State University (1999).
Ron Shelton, 60
Chief Financial Officer and Director
Mr. Shelton’s experience ranges from emerging growth companies at Series A funding level to public companies with revenue over $1 billion. Most recently, Mr. Shelton served as the Chief Financial Officer of Adesto (Nasdaq: IOTS) from 2011 to 2020, leading it through the IPO, subsequent equity and debt financings, multiple strategic acquisitions, and eventually its sale to Dialog Semiconductor PLC (XETRA:DLG) in 2020. Mr. Shelton also has a significant transactional experience and has been involved in various transactions with an aggregate value of over $2 billion, including mergers and acquisitions, IPOs, debt and equity financings, joint ventures, strategic investments, and technology licensing. Mr. Shelton is currently a consultant for Hayden AI (2020 to present). Mr. Shelton’s prior experience includes Chief Financial Officer positions at GigOptix Inc.(NYSE MKT: GIG) (subsequently, GigPeak, Inc. (NYSE MKT: GGOX)) from 2009 to 2011, a consultant for various companies from 2007 to 2009 and Chief Financial Officer positions at Alien Technology, LLC from 2005 to 2007, Alliance Semiconductor (Nasdaq: ALSCE) from 2002 to 2005; EmpowerTel Networks and Lara Networks simultaneously from 1999 to 2002 and Cirrus Logic, Inc.(Nasdaq: CRUS) from 1996 to 1999. Mr. Shelton has a Bachelor in Economics from Stanford University (1983).
Board of Directors
Kevin Palatnik, 63
Director Nominee
Mr. Palatnik has served as Coherent, Inc. (Nasdaq: COHR)’s Executive Vice President and Chief Financial Officer since February 2016. Prior to that from August 2011 until its acquisition by Knowles Corporation (NYSE: KN) in July 2015, Mr. Palatnik served as the Chief Financial Officer of Audience, Inc., a provider of intelligent voice and audio solutions for mobile devices. Prior to that from April 2006 to November 2010, Mr. Palatnik held various roles at Cadence Design Systems, Inc.(Nasdaq: CDNS), an electronic design automation software company, including as its senior vice president and chief financial officer. Mr. Palatnik also served as a member of the board of directors and chair of the audit committee of Adesto (Nasdaq: IOTS) from September 2015 to July 2020. Mr. Palatnik received a B.S. in Industrial Engineering and Operations Research (1979) and a M.B.A. (1980) from Syracuse University.
Hervé P. Fages, 51
Director Nominee
Mr. Fages has more than 25 years of industrial market experience. In March 2019, he joined Evoqua Water Technologies (NYSE: AQUA), a provider of water and wastewater treatment solutions, as the Executive Vice President, Applied Product Technologies Segment President. From 2019 to 2020, Mr. Fages served as a member of the board of directors of Adesto (Nasdaq: IOTS). From July 2017 to March 2019, Mr. Fages was the President, Connected Building and Building Management Systems, at Honeywell International, Inc. (NYSE: HON). From May 2004 to July 2017, Mr. Fages served in various managerial and business development roles at Schneider Electric S. E. (PAR: SU.PA), including as CEO of its Pelco business unit, a security and surveillance technologies provider. At Schneider Electric, Mr. Fages led M/A transactions valued over $2 billion. Mr. Fages holds a B.S. in Marketing and Business Administration (1989) from University of Montpellier, France. Mr. Fages also attended the Executive Program in Strategic Marketing at Oxford University (2004), the Executive Program in Business Transformation at Harvard Business School (2011) and the Executive Program in Finance for Executives at Sandford University (2013). Mr. Fages currently serves on the board for Mission 500, a nonprofit that works closely with the security industry to serve the needs of children living in severe poverty across the United States.
Zac Hirzel, 43
Director Nominee
Mr. Hirzel has nearly 20 years of experience as an analyst, portfolio manager and advisor to corporations. He has managed several funds as President and Portfolio Manager of Hirzel Capital LLC since 2019. From 2008 to 2019 he managed several funds as President and Portfolio Manager of Hirzel Capital Management LLC. Mr. Hirzel previously worked at Precept Capital Management from 2004 to 2008 and Sanford C. Bernstein & Co. from 2000 to 2002. He served on the Board of Directors of Hawaiian Holdings (NYSE: HA) and Hawaiian Airlines from 2014 to 2016 as well as several non-profit organizations including YPO Dallas, Great Investors’ Best Ideas Foundation, and the Alternative Asset Management Center at SMU. Mr. Hirzel holds a BBA from the Price College of Business at the University of Oklahoma (1999). He also holds an MBA from the Cox School of Business at SMU (2004), where he was a Cox Distinguished Scholar and the SMU Outstanding Young Alumnus in 2014.
Daniel B. Wolfe, 44
Director Nominee
Mr. Wolfe has served as President of 180 Degree Capital Corp. (Nasdaq: TURN) since January 2009, as Chief Financial Officer and Chief Compliance Officer since July 2016, and as Portfolio Manager and a member of 180 Degree Capital Corp.’s Board since March 2017. He served in varying other positions within 180 Degree Capita’s predecessor company, Harris & Harris Group, Inc., since 2004. Mr. Wolfe led efforts to build an alternative investment platform within Harris & Harris Group, including PIPEs, publicly traded securities and debt. He has served as a member of the Board of Directors of multiple privately held and publicly traded companies. Prior to joining Harris & Harris Group, he served as a consultant to Nanosys, Inc., CW Group and to Bioscale, Inc. while completing his graduate studies at Harvard University. He graduated from Rice University (B.A.), where his honors included the Zevi and Bertha Salsburg Memorial Award in Chemistry and the Presidential Honor Roll, and from Harvard University (A.M., Ph.D., Chemistry), where he was a NSF Predoctoral Fellow.
Ajit Medhekar, 63
Director Nominee
Mr. Medhekar’s career spans over 25 years of experience as an investor, advisor, board member, executive and entrepreneur in several leading-edge technology sectors. He currently serves on the boards of Analog Inference (2018?–?present), PayActiv (2012?–?present), Excelfore (2012?–?present) and ReoLab (2014 to present). From 2007-2011 he was a Venture Partner at ARCH Venture Partners and served on the boards of Artificial Muscle (2008?–?2010, acquired by Bayer Material Science), MobileVerbs and (2009?–?2010, acquired by iLoop Mobile). He also served as a board observer and advisor to Adesto Technologies (Nasdaq: IOTS) (2007?–?2015). Prior to joining ARCH, he was the President and CEO of Silicon Bandwidth (2003?–?2005). He founded Lara Technology in 1997 and was its Chairman and CEO, leading its two divisions, Lara Networks and emPowerTel Networks to acquisitions by Cypress Semiconductor (Nasdaq:CY) (2000) and IPUnity (2001) respectively. Prior to that he was the Vice President of Memory Products at Alliance Semiconductor (Nasdaq: ALSC) from 1989 to 1995. Mr. Medhekar has been an active angel investor since 1995, including with the Band of Angels (2006?–?2014) and Sand Hill Angels (2006?–?2010). Mr. Medhekar is currently an advisor to HealthJump (2016?–?present) and ProdermIQ (2019?–?present). Mr. Medhekar earned his Master’s and Bachelor’s degrees in Electrical Engineering from the MIT in 1980 and has been granted 13 patents in the field of semiconductors and integrated circuit design.