Beam Global, (Nasdaq: BEEM, BEEMW), the leading provider of
innovative sustainable technology for electric vehicle (EV)
charging, outdoor media and energy security, today announced that
it has entered into a definitive asset purchase agreement to
acquire AllCell Technologies, a leader in energy storage solutions
and technologies, in an all stock transaction. The transaction is
expected to close on March 1st, subject to customary closing
conditions. Beam will host an investor call to discuss the
transaction on March 1, 2022 at 1:30pm PT / 4:30pm ET. A recorded
video interview with Beam CEO, Desmond Wheatley, discussing the
deal is currently live on the Beam blog.
Management expects the acquisition of AllCell to impact Beam
Global by:
- Increasing and diversifying revenues and gross profits
- Significantly reducing cost of goods sold (COGS)
- Enhancing foundational intellectual property portfolio
- Securing Beam Global’s vital battery supply chain
- Accelerating product development cycles
- Combining customer facing roles and outreach
- Adding new customer segments
- Increasing barriers to entry for future competition
- Enhancing Beam’s position as a leader in the green economy
AllCell’s highly flexible battery platform architecture, used in
Beam’s products for ten years, is ideally suited for applications
where energy density, safety and bespoke enclosures require high
power in small spaces. Drones, submersibles, recreational products
and a host of micro mobility and electric vehicle products are
already benefiting from AllCell’s highly differentiated products.
Beam’s patented EV Standard™ and UAV ARC™ will require battery pack
formats which are optimized for each product’s unique attributes.
The acquisition of AllCell will allow for these developments at an
accelerated pace with significantly reduced costs. Energy storage
is crucial to Beam Global’s value proposition and battery systems
currently account for approximately 30% of Beam Global products’
bills of materials. The strategic acquisition of AllCell will
significantly reduce COGS through margin recapture and value
engineering. Management anticipates an approximate 7% reduction in
material costs in the near term as a result of margin recapture
followed by increasing reductions in COGS as the Beam Global and
AllCell engineering teams together identify further opportunities
for improvements.
“This acquisition deepens and widens the moat around our
first-to-market leadership position in several rapidly growing and
very large markets,” said Beam Global CEO Desmond Wheatley.
“AllCell brings a team comprised of some of the energy storage
industry’s finest scientists, engineers and operations and
manufacturing leaders. Combining our companies will enable each of
us to do what we do better while taking advantage of the tremendous
growth opportunities through cross selling, increased market
penetration and leveraged cost structures. On a personal note, I
have tremendous respect for the entire team at AllCell as they have
been one of our main suppliers and partners. We look forward very
much to working with them as one team.”
“Sustainability, safety and high power are the cornerstones of
the technology and IP portfolio we’ve developed at AllCell. Success
to us is solving the complex challenge that joins longer battery
life, more efficient materials use and higher energy density—all
while improving safety,” said Said Al-Hallaj, Co-Founder and Chief
Battery Scientist at AllCell Technologies. “We are thrilled to join
the Beam Global mission. We see the leadership and powerful
momentum they have built in the new electric age as a tremendous
asset.”
As a result of the all-stock structure of the acquisition, Beam
Global’s strong cash balance will continue to be utilized for
further growth and strategic initiatives. In consideration for the
sale of AllCell assets, the AllCell shareholders will receive
1,055,000 shares of Beam Global restricted common stock at closing.
Beam Global’s existing shareholders will own 90.3% upon closing of
the acquisition and Beam Global will retain operational and board
control of the company. The AllCell shareholders may also receive
additional restricted shares of common stock, through an earn-out,
valued at two times any revenues and contracted backlog, generated
from the AllCell assets, that are greater than $7.5M in 2022, and
on any AllCell 2023 revenue over $13.5M or 135% of 2022 revenue,
whichever is greater, and capped at $20M in revenues. Any revenue
from AllCell products used in Beam Global’s core product portfolio
are excluded from the earn-out calculation. Beam Global will issue
AllCell shareholders restricted shares for both the closing
consideration and any earn-out payments. In the event of the
lifting of restrictions on the Beam Global common stock issued to
AllCell, the purchase agreement provides that AllCell will limit
any sale of such shares to no more than four percent (4%) of the
average weekly volume during such trading week.
“As AllCell’s largest shareholder, we believe the strategic
combination of Beam Global and AllCell creates a powerful
organization at the beginning of this massive transportation and
electrification shift,” said Townsend Capital Chairman, Dennis
Townsend. “As a result of this powerful combination, we have
decided to roll 100% of our equity into Beam Global. We are looking
forward to putting our decades of experience to work and staying
engaged to help grow a renewable energy and energy storage
power-house.”
Beam Global’s commitment to developing products and solutions
which will bring Clean Mobility to All is shared by AllCell. Both
companies have been providing clean energy solutions to multiple
modes of the electric transportation sector throughout their
histories. Beam Global and AllCell have, separately, provided
charging and high-powered energy storage solutions to
micro-mobility, land based EVs, aviation, maritime and recreational
customers as well as stationery and energy-security platforms, for
both government and Fortune 100 companies. Management believes that
the strategic business combination will create an unbeatable
platform of energy generation and storage which will agnostically
enable charging companies, vehicle manufacturers, energy security
providers and the many other applications driven by the increasing
push to an electrified and untethered world.
Beam Global’s corporate headquarters and factory will remain at
its 53,000 square foot facility in San Diego, California. The
AllCell team and manufacturing facility will remain in Broadview,
Illinois. The Beam and AllCell teams intend to integrate rapidly
and explore an expansion of battery manufacturing in California
where there are significant government incentives to do so.
Management will also consider an expansion of Beam Global’s product
manufacturing in the Midwest. The AllCell team brings to Beam
world-renowned Chief Battery Scientist Said Al-Hallaj as well as
deep engineering and manufacturing experience from Argonne National
Laboratory, Ford Motor Company, Stellantis, Johnson Controls, AVL
Powertrain and the Illinois Institute of Technology.
Beam Global’s acquisition of AllCell combines two U.S.-based
clean technology innovators and manufacturers into a stronger, more
globally competitive company in clean technology innovation.
Producing Made-In-America IP and products, creating clean
technology jobs for Americans and focusing on a cleaner more
sustainable future, the transaction contributes to progress as the
U.S. rebuilds its manufacturing foundation and leadership in energy
and transportation.About Beam Global Beam Global
is a CleanTech leader that produces innovative, sustainable
technology for electric vehicle (EV) charging, outdoor media, and
energy security, without the construction, disruption, risks and
costs of grid-tied solutions. Products include the patented EV ARC™
and Solar Tree® lines with BeamTrak™ patented solar tracking, and
ARC Technology™ energy storage, along with EV charging, outdoor
media and disaster preparedness packages.The company develops,
patents, designs, engineers and manufactures unique and advanced
renewably energized products that save customers time and money,
protect the environment, empower communities and keep people
moving. Based in San Diego, the company produces Made in America
products. Beam Global is listed on Nasdaq under the symbols BEEM
and BEEMW (formerly Envision Solar, EVSI, EVSIW). For more
information visit BeamForAll.com, LinkedIn, YouTube and Twitter.
About AllCell Technologies AllCell Technologies is
a leader in high performance energy storage solutions used in
electric vehicles, micro mobility, aviation, robotics, stationary
storage and maritime applications. AllCell's proprietary and
patented passive thermal management, modular platform architecture,
and scalable battery management systems (BMS), enhance safety and
performance while extending battery life and reducing lifetime
stored energy costs. AllCell provides safe, scalable and
high-powered energy storage solutions which have enabled
electrified applications in many formats for Fortune 100 companies
in the U.S and Internationally. AllCellTech.com
Forward-Looking Statements This Beam Global
Press Release may contain forward-looking statements. All
statements in this Press Release other than statements of
historical facts are forward-looking statements. Forward-looking
statements are generally accompanied by terms or phrases such as
“estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,”
“should,” “may,” or other words and similar expressions that convey
the uncertainty of future events or results. These statements
relate to future events or future results of operations, including,
but not limited to the following statements: statements regarding
the proposed acquisition, its expected benefits, the acquisition’s
anticipated timing, and the anticipated future financial
performance as a result of the acquisition. These statements
are only predictions and involve known and unknown risks,
uncertainties and other factors, which may cause Beam Global's
actual results to be materially different from these
forward-looking statements. There can be no assurances that the
proposed acquisition of AllCell will be completed. Except
to the extent required by law, Beam Global expressly disclaims any
obligation to update any forward-looking statements.
Media Contact:Next PR+1
813-526-1195Press@BeamForAll.com
Investor Relations:Kathy
McDermottIR@BeamForAll.com+1 858-295-7661
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