Entering Larger Semi-Rugged and Industrial 5G
Growth Markets
Peter Liu to
Become Chief Executive Officer
AUSTIN,
Texas, April 14, 2022 /PRNewswire/ -- Sonim
Technologies, Inc. (Nasdaq: SONM) ("Sonim" or the
"Company"), a leading U.S. provider of ultra-rugged mobile
devices, accessories and solutions designed specifically for task
workers physically engaged in their work environments, today
announced that it has entered into a subscription agreement with
U.S.-based AJP Holding Company, LLC ("AJP") whereby, subject to the
terms thereof, AJP will purchase a total of 20.8 million shares at
a price of $0.84 per share and an
aggregate purchase price of $17.5
million. Upon completion of the transaction, which is
subject to stockholder approval and other customary closing
conditions, AJP will own approximately 52% of Sonim's
post-transaction outstanding capital stock based on an estimated
19.3 million shares outstanding prior to the transaction.
The agreement with AJP will also include a transition of the
management team as Sonim embarks on a strategy to expand from its
core market in ultra-rugged mobile devices into the larger and
faster growing semi-rugged and industrial 5G markets. This enhanced
strategy proposed by AJP is expected to drive revenue growth,
increase operating efficiency, accelerate ODM-based product
development at lower cost and broaden Sonim's addressable market
opportunities.
Peter Liu, who has served as
Executive Vice President for Global Operations and Engineering
since 2010, has been appointed Chief Executive Officer, effective
April 14, 2022. Liu is part of the
investment group at AJP and leading the strategic development of
Sonim's expanded market focus.
"Sonim's deep relationships with all of the Tier One mobile
carriers in North America provide
an excellent launching point on which to bring a wider array of 5G
semi-rugged and industrial devices to market," said Liu. "We
believe Sonim can become the top middle market rugged and
industrial device provider in North
America, offering a wider range of 5G smartphones, feature
phones, mobile hot spots and other industrial communications
equipment that incorporate our rugged heritage. Our expanded ODM
relationships will at the same time help us accelerate new
products, reduce development and manufacturing cost and maximize
the value of Sonim's highly regarded brand."
"We remain on track to launch our new feature phone this summer
and new 5G smartphone this fall, which will complete the update of
Sonim's existing rugged product line. We then plan to rapidly
develop an expanded lineup of 5G products that will position Sonim
in larger, faster growing semi-rugged and industrial markets where
the carriers need additional product solutions for their
customers," added Liu.
"I am very excited about this expanded strategy for Sonim as the
company enters the growing semi-rugged space and leverages low-cost
product development and manufacturing capabilities to accelerate
new product introductions," said Bob
Tirva, President and Chief Operating Officer. "I have worked
closely with Peter over the past two and a half years, and am
confident that Sonim's future is in good hands as the company
transitions into broader markets ahead."
Board Changes and Special Meeting
of Stockholders
The board of directors of Sonim has approved the transaction,
which will involve two closings. The first closing, including
the purchase of approximately 14.9 million shares of Common Stock
for an aggregate purchase price of $12.5
million, is subject to customary closing conditions,
including stockholder approval of the transaction at a special
meeting of the Company's stockholders. The second closing, for
approximately 5.9 million shares of Common Stock for an aggregate
purchase price of $5.0 million, is
expected to occur on or around August 1,
2022, subject to the occurrence of the first closing. The
Company intends to file a Form 8-K with additional details of the
transaction.
Advisors
B. Riley Securities, Inc. is serving as financial advisor to
Sonim Technologies in the transaction and O'Melveny & Myers LLP
is serving as legal counsel to the Company. Venable LLP acted as
counsel to AJP.
About Peter Liu, Chief Executive Officer
Peter Liu was appointed Chief Executive Officer of
Sonim, effective April 14, 2022. Liu
has served as Sonim's Executive Vice President for Global
Operations and Engineering since September 2010. From 2007 to
2010, Mr. Liu served as Global Quality Director for
LOM/Perlos, an international vertically integrated supplier of
mobile phones. From 2005 to 2007, Mr. Liu was the Head of
Quality for the Strategic Growth Engine business at Motorola
Solutions, Inc. Mr. Liu received a M.B.A. from
Lawrence Technological University and a
Bachelor's in Engineering from Tianjin University.
About Sonim Technologies,
Inc.
Sonim Technologies is a leading U.S. provider of ultra-rugged
mobile phones and accessories designed specifically for task
workers physically engaged in their work environments, often in
mission-critical roles. We currently sell our ruggedized mobility
solutions to several of the largest wireless carriers in the United
States— including AT&T, T-Mobile and Verizon—as well as the
three largest wireless carriers in Canada—Bell, Rogers and Telus
Mobility. Our phones and accessories connect workers with voice,
data and workflow applications in two end markets: industrial
enterprise and public sector. Our ruggedized phones and accessories
are sold through distributors in North
America, South America and
Europe. For more information,
visit www.sonimtech.com.
Participants in the Solicitation
of Proxies
This communication is not a solicitation of a proxy from any
investor or securityholder. Sonim, and its directors, executive
officers and other members of their management and employees may,
under SEC rules, be deemed to be participants in the solicitation
of proxies of Sonim's stockholders in connection with the
transaction. Investors and securityholders may obtain more detailed
information regarding the names, affiliations and interests of
Sonim's directors and executive officers in Sonim's Annual Report
on Form 10-K filed with the SEC on March 21,
2022, as amended, and other reports filed with the SEC.
Additional information regarding the participants will also be
included in the proxy statement, when it becomes available. When
available, these documents can be obtained free of charge from the
sources indicated above.
Additional information about the proposed transaction, including
a copy of the membership interest purchase agreement, will be
provided in a Current Report on Form 8-K to be filed by the with
the Securities and Exchange Commission and available at www.sec.gov
as well as online at: www.sonimtech.com.
Important Cautions Regarding
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended. These statements relate to, among other things, the
expected timing of the launch of Sonim's next generation of
products, Sonim's review of strategic alternatives, the timing and
market acceptance of new products, and expectations regarding
Sonim's at-the-market-equity program. These forward-looking
statements are based on Sonim's current expectations, estimates and
projections about its business and industry, management's beliefs
and certain assumptions made by Sonim, all of which are subject to
change. Forward-looking statements generally can be identified by
the use of forward-looking terminology such as, "future",
"believe," "expect," "may," "will," "intend," "estimate,"
"continue," or similar expressions or the negative of those terms
or expressions. Such statements involve risks and uncertainties,
which could cause actual results to vary materially from those
expressed in or indicated by the forward-looking statements.
Factors that may cause actual results to differ materially include,
but are not limited to, the following: Sonim's ability to continue
as a going concern and improve its liquidity and financial
position; Sonim's exploration of strategic or financial
alternatives may not result in any transaction or alternative that
enhances value; risks related to Sonim's ability to comply with the
continued listing standards of the Nasdaq Stock Market and the
potential delisting of Sonim's common stock; Sonim's ability to
continue to develop solutions to address user needs effectively,
including its next generation products; anticipated sales levels of
both new and legacy products; Sonim's reliance on its channel
partners to generate a substantial majority of its revenues; the
limited operating history in Sonim's markets; Sonim's ongoing
restructuring and transformation of its business; the variation of
Sonim's quarterly results; the lengthy customization and
certification processes for Sonim's wireless carries customers; the
impact of the COVID-19 pandemic; and the ongoing Securities and
Exchange Commission investigation on Sonim's business, as well as
the other risk factors described under "Risk Factors" included in
Sonim's Annual Report on Form 10-K for the year ended December 31, 2020, and any risk factors
contained in subsequent quarterly and annual reports it files with
the Securities and Exchange Commission (available at
www.sec.gov). Sonim cautions you not to place undue
reliance on forward-looking statements, which speak only as of the
date hereof. Sonim assumes no obligation to update any
forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release, except
as required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/sonim-announces-equity-transaction-to-drive-growth-and-expand-addressable-market-301525747.html
SOURCE Sonim Technologies, Inc.