SAN DIEGO, Feb. 23 10, 2022 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM, BEEMW), the leading provider of innovative sustainable technologies 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 1:30 p.m. PT / 4:30 p.m. ET. A recorded video interview with Beam CEO Desmond Wheatley discussing the deal is currently live on Beam’s blog.
Management expects the acquisition of AllCell to impact Beam Global by:
- Increase and diversify gross income and profits
- Significant reduction in cost of goods sold (COGS)
- Improve core IP portfolio
- Securing Beam Global’s Vital Battery Supply Chain
- Accelerate product development cycles
- Combine customer-facing and outreach roles
- Added new customer segments
- Raise barriers to entry for future competition
- Strengthen 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 custom enclosures require high power in reduced spaces. Drones, submersibles, recreational products and a host of micromobility and electric vehicle products are already benefiting from AllCell’s highly differentiated products. Beam’s patented EV Standard™ and UAV ARC™ technologies will require battery formats optimized for each product’s unique attributes. The acquisition of AllCell will enable these developments at an accelerated pace with significantly reduced costs. Energy storage is critical to Beam Global’s value proposition and battery systems currently represent approximately 30% of Beam Global’s product BOMs. The strategic acquisition of AllCell will significantly reduce COGS through margin recovery and value engineering. Management expects an approximately 7% reduction in material costs in the near term due to margin recovery followed by increasing COGS reductions as Beam Global and AllCell engineering teams jointly identify new development opportunities. ‘improvement.
“This acquisition deepens and widens the gaps around our market leadership position in several very important, fast-growing markets,” said Desmond Wheatley, CEO of Beam Global. “AllCell brings a team of some of the energy storage industry’s top scientists, engineers, and operations and manufacturing managers. Combining our companies will allow each of us to do better what we do while taking advantage of tremendous growth opportunities through cross-selling, increased market penetration and optimized cost structures. On a personal note, I have immense respect for the entire AllCell team as they have been one of our key vendors and partners. We look forward to working with them as one team.
“Durability, security and high power are the cornerstones of the technology and IP portfolio we have developed at AllCell. Our success is in solving the complex challenge that combines longer battery life, more efficient use of materials and higher energy density, 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 view the leadership and powerful momentum they have built in the new electric era as a tremendous asset. »
Due to the acquisition’s all-stock structure, Beam Global’s strong cash balance will continue to be used for future growth and strategic initiatives. In consideration for the sale of AllCell’s assets, AllCell stockholders will receive 1,055,000 restricted shares of Beam Global common stock at closing. Existing shareholders of Beam Global will own 90.3% upon closing of the acquisition and Beam Global will retain operational and board control of the company. AllCell stockholders may also receive additional restricted common stock, through an earn-out, valued at twice the contractual revenue and backlog, generated by AllCell’s assets, which exceeds 7 $.5 million in 2022, and on any 2023 AllCell revenue. more than $13.5 million or 135% of 2022 revenue, whichever is greater, and capped at $20 million in revenue. Any income from AllCell products used in Beam Global’s commodity portfolio is excluded from the earn-out calculation. Beam Global will issue restricted stock to AllCell stockholders for the closing consideration and any additional payment. In the event of the lifting of the restrictions on the shares of Beam Global common stock issued to AllCell, the purchase agreement provides that AllCell will limit any sale of such shares to a maximum of four percent (4%) of the average weekly volume during this week of trading. .
“As the largest shareholder of AllCell, we believe the strategic combination of Beam Global and AllCell creates a powerful organization at the start of this massive shift in transportation and electrification,” said Townsend Capital Chairman Dennis Townsend. “With this powerful combination, we have decided to transfer 100% of our equity into Beam Global. We look forward to putting our decades of experience to good use and remaining committed to helping develop a renewable energy powerhouse and energy storage.
Beam Global’s commitment to developing products and solutions that will bring clean mobility to all is shared by AllCell. Both companies have provided clean energy solutions to multiple modes in the electric transportation industry throughout their history. Beam Global and AllCell have, separately, provided high power charging and energy storage solutions to micro-mobility, electric land vehicle, aviation, marine and leisure customers as well as stationery platforms and energy security, for both government and Fortune 100 companies. Management believes the strategic business combination will create an unbeatable energy generation and storage platform that will agnostically enable companies to charging, automakers, energy security providers and the many other applications driven by the growing push towards an electrified, tetherless world.
Beam Global’s headquarters and factory will remain at its 53,000 square foot facility in San Diego, California. AllCell’s team and manufacturing facility will remain in Broadview, Illinois. The Beam and AllCell teams intend to quickly integrate and explore an expansion of battery manufacturing in California where there are significant government incentives to do so. Management will also consider expanding manufacturing of Beam Global products into the Midwest. The AllCell team brings world-renowned Chief Battery Scientist Said Al-Hallaj to Beam, as well as extensive 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 US-based cleantech innovators and manufacturers into a stronger, more globally competitive cleantech innovation company. Producing Made-in-America intellectual property and products, creating clean technology jobs for Americans, and focusing on a cleaner, more sustainable future, the transaction helps drive progress as the United States rebuilds its manufacturing base and their leadership in the fields of energy and transport.
About Beam Global
Beam Global is a cleantech leader producing innovative and sustainable technology for electric vehicle (EV) charging, outdoor media and energy security, without the construction, disruption, risk and cost of grid-connected solutions. . Products include patented EV ARC™ system and Solar Tree® lines with patented BeamTrak™ solar tracking and ARC Technology™ energy storage, as well as electric vehicle charging, outdoor media and disaster preparedness packages.
The company develops, patents, engineers, designs and manufactures unique and advanced renewable energy products that save customers time and money, protect the environment, empower communities and move people. Based in San Diego, the company manufactures 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 marine applications. AllCell’s proprietary and patented passive thermal management, modular platform architecture, and scalable Battery Management Systems (BMS) improve safety and performance while extending battery life and reducing downtime. lifetime stored energy costs. AllCell provides secure, scalable, and powerful energy storage solutions that have enabled electrified applications in many formats for Fortune 100 companies in the United States 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 words or phrases such as “estimate”, “project”, “predict”, “believe”, “expect”, “anticipate”, “target”, “plan”, ” intend to”, “seek”, “aim”, “will”, “should”, “may”, or other similar words and expressions that convey 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 expected timing of the acquisition and expected future financial performance following 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 differ materially from these forward-looking statements. There can be no assurance that the proposed acquisition of AllCell will be completed. Except to the extent required by law, Beam Global expressly disclaims any obligation to update forward-looking statements.
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