- Transaction advances Eos’s mission to accelerate the growth of
a low carbon, more resilient and sustainable energy future
- Proceeds to be used to drive commercialization of and expand
manufacturing capacity to meet growing customer demand for Eos’s
patented aqueous zinc-powered battery technology
- Pro forma implied enterprise value of the combined company is
approximately $550 million
Eos Energy Storage LLC (“Eos”), a leading manufacturer of safe,
sustainable, low-cost, and long-duration zinc hybrid cathode
(“Znyth™”) battery energy storage systems, and B. Riley Principal
Merger Corp. II (NYSE: BMRG, BMRG WS, BMRG.U) (“BMRG”), a special
purpose acquisition company sponsored by an affiliate of B. Riley
Financial, Inc. (Nasdaq: RILY) (“B. Riley Financial”), today
announced a definitive merger agreement for a business combination
that would result in Eos becoming a publicly listed company. Upon
closing of the transaction, the combined company will be renamed
Eos Energy Enterprises, Inc. (“Eos Energy”) and intends to list its
shares of common stock on Nasdaq under the ticker symbol
“EOSE”.
Founded in 2008, Eos is focused on accelerating the growth of
clean energy in the United States by deploying large scale
stationary energy storage solutions that deliver reliable and
cost-competitive power in a safe and environmentally sustainable
way. Eos’s flagship product, the Eos Znyth® DC battery system, is
designed to meet the requirements of the grid-scale energy storage
market, is commercially available and scalable, and is manufactured
in the United States. Znyth® technology requires just five core
commodity materials that are derived from non-rare earth and
non-conflict minerals, in addition to being fully recyclable. Eos’s
battery is non-flammable and does not require any moving parts or
pumps, which allows for simple upkeep and market-leading low-cost
operations.
Joe Mastrangelo, Chief Executive Officer of Eos, said, “Today
marks an important milestone of advancing Eos’s mission to drive a
low carbon, more resilient and sustainable energy future with our
energy storage solution. We are excited to partner with the B.
Riley Financial team, who share our vision of a safer and cleaner
energy future powered by Eos.”
Dan Shribman, Chief Executive Officer of BMRG and Chief
Investment Officer of B. Riley Financial, commented, “We are
excited and honored to partner with Eos in a unique opportunity to
invest in a truly disruptive solution to address a clear need in
the rapidly growing energy storage market. The capital from this
transaction will allow Eos to deliver significant long-term growth
and shareholder value creation. The recent technological and
commercial momentum from Eos has been great to see and we look
forward to capitalizing on this in all facets of the business.”
Transaction Overview
The business combination values Eos at an implied $550 million
pro forma enterprise value which represents ~2.0x 2022E revenue and
~0.5x 2024E revenue. The boards of directors of both Eos and BMRG
have approved the proposed transaction, which is expected to be
completed in the fourth quarter of 2020. The net proceeds from this
transaction will be used to fund the rapid growth of Eos’s
corporate strategy, which includes the expansion of its
manufacturing capacity to meet customer demand, investment in
personnel to further drive research, development and
commercialization, in addition to general corporate purposes.
Following completion of the transaction, Eos will retain its
experienced management team. Joe Mastrangelo will continue to serve
as Chief Executive Officer and Sagar Kurada will continue to serve
as Chief Financial Officer. Daniel Shribman will join the Eos board
of directors upon closing of the transaction.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by BMRG with
the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
Advisors
B. Riley FBR is acting as capital markets advisor to BMRG. White
& Case LLP is acting as legal advisor to BMRG.
Guggenheim Securities, LLC and Evercore are acting as financial
advisors to Eos. Morrison Cohen LLP is acting as legal advisor to
Eos. KPMG is acting as financial, accounting and tax advisor to
Eos. Deloitte LLP is engaged as the independent auditor to Eos.
About Eos Energy Storage LLC
At Eos, we are on a mission to accelerate clean energy by
deploying stationary storage solutions that can help deliver the
reliable and cost-competitive power that the market expects in a
safe and environmentally sustainable way. Armed with a patent for a
membrane-free zinc battery technology, Eos has been pursuing this
opportunity since 2008 when it was founded. Eos has 10+ years of
experience in battery storage testing, development, deployment and
operation. The Eos Aurora® system integrates Eos’s aqueous Znyth®
to provide a safe, scalable, and sustainable alternative to
lithium-ion.
To learn more about Eos, please visit:
https://eosenergystorage.com.
About B. Riley Principal Merger Corp. II
B. Riley Principal Merger Corp. II (NYSE: BMRG, BMRG WS, BMRG.U)
(“BMRG”) is a blank check company incorporated for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business
combination with one or more businesses, and is sponsored by an
affiliate of B. Riley Financial, Inc. (Nasdaq: RILY). BMRG is
focused on pursuing a business combination with established
businesses with an aggregate enterprise value of approximately $400
million to $1 billion that would benefit from access to public
markets and the operational and strategic expertise of B. Riley
Financials’ management team and board of directors. For more
information, visit https://brileyfin.com/principalmergercorp.
Additional Information and Where to Find It
In connection with the proposed business combination, BMRG
intends to file preliminary and definitive proxy statements with
the SEC. The preliminary and definitive proxy statements and other
relevant documents will be sent or given to the stockholders of
BMRG as of the record date established for voting on the proposed
business combination and will contain important information about
the proposed business combination and related matters. BMRG
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement and any amendments
thereto and, once available, the definitive proxy statement, in
connection with BMRG’s solicitation of proxies for the meeting of
stockholders to be held to approve, among other things, the
proposed business combination, because the proxy statement will
contain important information about BMRG, Eos and the proposed
business combination. When available, the definitive proxy
statement will be mailed to BMRG stockholders as of a record date
to be established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by BMRG
when and if available, can be obtained free of charge by directing
a written request to B. Riley Principal Merger Corp. II, 299 Park
Avenue, 21st Floor, New York, New York 10171 or by telephone at
(212) 457-3300.
Forward Looking Statements
Certain statements made in this release are “forward looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside BMRG’s control, that could cause actual results
or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include: the inability of
BMRG and Eos to consummate the contemplated business combination;
the risk that the approval of the stockholders of BMRG for the
potential business combination or any other closing condition is
not obtained; the inability to recognize the anticipated benefits
of the proposed business combination, which may be affected by,
among other things, the amount of funds available in BMRG’s trust
account following any redemptions by BMRG stockholders,
competition, and the ability of the combined company to grow,
manage growth profitably and retain its key employees; the ability
to meet Nasdaq’s listing requirements following the consummation of
the business combination; costs related to the proposed business
combination; the risk that the potential business combination
disrupts current plans and operations; and those factors discussed
in BMRG’s registration statement for the initial public offering
filed with the SEC. BMRG does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Participants in the Solicitation
BMRG and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
business combination described herein under the rules of the SEC.
Information about the directors and executive officers of BMRG and
a description of their interests in BMRG will be contained in the
proxy statement when it is filed with the SEC. This document can be
obtained free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the business combination and shall not constitute
an offer to sell or a solicitation of an offer to buy the
securities of BMRG, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200908005573/en/
For B. Riley Principal Merger Corp. II
Investors Daniel Shribman dshribman@brileyfin.com (212)
457-3300
Media Scott Cianciulli press@brileyfin.com (646) 885-5425
For Eos Energy Storage LLC
Investors Ed Yuen ir@eosenergystorage.com
Media Balki G. Iyer media@eosenergystorage.com
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