Beam Global, (Nasdaq: BEEM, BEEMW) (“Beam Global” or the
“Company”), a leading provider of innovative sustainable products
and technologies for electric vehicle (EV) charging, energy
storage, energy security and outdoor media, today announced the
execution of a binding Letter of Intent to acquire European based
Amiga DOO Kraljevo (“Amiga”), an established manufacturer of
specialized structures and equipment, producing street lights,
communications and energy infrastructure whose manufacturing,
engineering and sales teams serve municipalities, states and
commercial customers in 16 nations. The transaction is pending
completion of Beam Global’s due diligence, which will include
customary closing conditions, and is expected to be finalized in Q3
or Q4 2023.
Additionally, Beam Global today announced that it has commenced
an underwritten public offering of shares of its common stock. The
offering is subject to market conditions, and there can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering. The offering is not
conditioned on the completion of the potential acquisition of
Amiga. Maxim Group LLC and Freedom Capital Markets are acting as
joint book-runners of the proposed offering.
Q2 Update
Beam Global anticipates our revenue for the three months ended
June 30, 2023 to be in a range of $15.5 million to $17.0 million
which would be the highest quarterly revenue achieved in the
Company’s history. For the three months ended June 30, 2023, we
anticipate delivering approximately 195 to 205 ARC™ solar-powered
EV charging infrastructure systems as well as continuing to deliver
our energy storage solutions to our customers.
About Amiga
Amiga was founded in 1990, has approximately 210 employees and
currently has engineering, product development and manufacturing
capabilities which Beam Global believes are ideally suited to
manufacture and perfect the Company’s current products for the
European market. Amiga is one of Europe’s leading manufacturers of
streetlights and is strategically positioned to bring Beam Global’s
patented EV Standard™ to market both in the European Union (EU) and
U.S. We plan to integrate Amiga’s team of qualified engineers with
Beam Global’s current team which we expect will provide a valuable
enhancement and acceleration of product development cycles and
reduce the requirement for Beam Global to add engineering headcount
in the U.S. Pending the closing of the transaction, Amiga will be
rebranded Beam EU.
According to financial statements provided to Beam Global by
Amiga, Amiga generated over EUR 8.5M in revenue in 2022 and had
gross profit during that period. Beam Global expects the
acquisition to be accretive based on a revenue multiple with
expected additional operating synergies.
Since 1990 Amiga has been selling to municipalities, states and
commercial customers. Amiga’s customer profile is very similar to
Beam Global’s current customers and we intend to use Amiga’s
existing customer list as an initial prospecting list as we
introduce Beam Global’s products to the European market. We plan to
integrate Amiga’s sales and marketing team with Beam Global’s and
the Company intends to add EV charging infrastructure sales
expertise in Europe.
“We have spent over 30 years building credibility and solid
relationships with government and commercial customers in sixteen
nations internationally. Many of our customers are repeat
customers. Becoming part of Beam Global will allow us to market the
latest renewably energized EV charging infrastructure products to
our existing customers while opening up an entirely new set of
opportunities for us. We have the engineering and operational
capabilities to fabricate Beam products and a long list of
prospects to market them to,” said Ivan Tlacinac, Amiga CEO and
owner. “I am excited by the prospect of combining our engineering
team with their talent in San Diego and Chicago so that we can
rapidly introduced Beam’s existing and contemplated products like
the EV Standard™ to the European and surrounding regions. There is
a great deal of appetite for EV charging infrastructure, renewable
energy and energy security in Europe at the moment and Beam’s
products provide all three. I am thrilled that we will soon be
capitalizing on this opportunity as part of the growing Beam Global
family."
Strategic Rationale for the Acquisition of
Amiga
Beam Global believes that the acquisition of Amiga fast tracks
its growth into the European market. This market offers excellent
opportunities for our off-grid, zero construction or electrical
work products because:
- the EU has mandated a transition to zero emission vehicles by
2035;
- the EU is heavily focused on green and sustainable energy;
- the war in Ukraine has focused the EU on energy security and
home-grown renewable sources; and
- the historic aging of streets and infrastructure make it more
complicated to deploy grid tied EV charging solutions than is the
case in much of the United States
We believe that Beam Global’s suite of products are ideally
suited for deployments where the above bulleted conditions exist
because they require no construction or electrical work, are
renewably energized and do not rely on the utility grid for
electricity. We believe the acquisition will also increase barriers
to entry for future competition and advance Beam Global’s position
as a leader in the green economy.
“We have long believed that the European market offers
significant opportunities for Beam Global expansion. The automotive
market is larger than China or the U.S. and Europe’s commitment to
sustainability, electrification and renewable energy is active both
at the government and commercial levels,” said CEO of Beam Global
Desmond Wheatley. “We believe that Amiga is a perfect fit for us
because they have all of the skills, capabilities and factory
facilities required to make our products through the IP that we
control. Since 1990 Amiga has been selling to the same customer
profile we have successfully targeted in the U.S., which we believe
will give us immediate credibility and access to qualified
prospects in 16 countries internationally. Amiga’s engineering and
production teams are well suited to develop and produce our
patented EV Standard product which I believe may be our biggest
seller in both the U.S. and Europe. We have been working to find an
opportunity like this for a long time and I am thrilled at the
prospect of expanding our business into markets which could
arguably be larger than the U.S. where we are currently
experiencing dramatic organic growth. We are putting the “global”
in Beam Global.”
According to Whichcar.com, Europe has approximately 405 million
cars compared to approximately 290 million in the U.S. and 319
million in China according to CEIC data. In June of 2022, the
European Parliament backed the European Commission’s proposal of
zero emissions from new cars and vans by 2035. Beam Global views
expansion into the European market as a major opportunity for
growth.
Key Transaction Terms
Subject to completion of due diligence, including completion and
review of an audit of Amiga’s financial statements under U.S. GAAP,
Beam Global is expected to acquire Amiga for EUR 10M of initial
consideration splits as follows: (i) EUR 7M of cash of which EUR
4.5M will be paid at closing and an additional EUR 2.5M paid on
Dec. 31, 2023 and (ii) EUR 3M in Beam Global’s stock distributed in
the same proportions and timing as the cash payments.
The transaction also includes performance based earn-outs which
would be distributed to Amiga shareholders based as follows: (i)
2023 earn-out paid in Beam Global’s stock based on 2x the euro
value of revenue above EUR 10M and (ii) 2024 earn-out paid in Beam
Global’s stock based on 2x the euro value of revenue above the
greater of EUR 13.5M or 135% of 2023 revenue.
As part of the consideration paid for Amiga, Beam Global will be
receiving buildings and land independently valued at EUR 7M as well
as plant and equipment independently valued at EUR 6M of
replacement value.
About the Offering
The issuer has filed a registration statement (including a
prospectus) and a preliminary prospectus supplement with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering to
which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the preliminary
prospectus supplement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this
offering. This communication relates to the proposed public
offering of shares of common stock of Beam Global that are being
offered pursuant to an effective shelf registration statement on
Form S-3 (File No. 333-238701) previously filed with the U.S.
Securities and Exchange Commission (SEC) and declared effective on
June 4, 2020. The shares may be offered only by means of a
prospectus. A preliminary prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
public offering has been filed with the SEC, form a part of the
effective registration statement and are available on the SEC's
website at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying prospectus relating to the public
offering may also be obtained by contacting Maxim Group LLC, at 300
Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus
Department, or by telephone at (212) 895-3745 or by email at
syndicate@maximgrp.com or by contacting Freedom Capital Markets in
writing at 40 Wall Street, 58th Floor, New York, NY 10005, or via
email at EquitySyndicate@freedomcapmkts.com or via telephone at
(800) 786-1469.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Beam Global Beam Global is a clean
technology leader providing innovative, sustainable products and
technologies for electric vehicle (EV) charging, energy storage,
energy security and outdoor media. Core platforms include Beam EV
ARC™ and Solar Tree® sustainable EV charging systems, Beam AllCell™
high-performance energy storage solutions, energy resiliency and
disaster preparedness products and a deep patent library.
Beam EV ARC™ EV charging infrastructure systems support any
quality brand EV charging service equipment, and Beam AllCell™
battery solutions power micro-mobility, terrestrial EVs, aviation,
maritime and recreational vehicles as well as stationery and
energy-security platforms.
Beam develops, patents, designs, engineers and manufactures
unique and advanced clean mobility solutions that protect the
environment, save customers time and money, empower communities and
keep people moving. Based in San Diego and Chicago, the company
produces Made-in-America products with the mission to Lead the
World to Clean Mobility. Beam Global is listed on Nasdaq under the
symbols BEEM and BEEMW. For more information visit BeamForAll.com,
LinkedIn, YouTube and Twitter.Forward-Looking
Statements
This Beam Global Press Release contains forward-looking
statements including but not limited to statements about the
Company’s belief about its future profitability. 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. Forward-looking statements in this press release
include, but are not limited to, statements regarding the
anticipated closing of the offering, the closing of the potential
acquisition of Amiga, prospects for the Company’s growth and
profitability, and the expected uses of the proceeds from the
Offering. Completion of the offering and the closing of the
potential acquisition of Amiga are each subject to numerous
factors, many of which are beyond the Company’s control, including,
without limitation, market conditions, failure of customary closing
conditions, completion and satisfaction of the Company’s due
diligence of Amiga, including the completion of an audit of Amiga’s
last two fiscal years under U.S. GAAP, and the risk factors and
other matters set forth in the prospectus supplement and
accompanying prospectus included in the registration statement and
the documents incorporated by reference therein. You are cautioned
not to place undue reliance on any forward-looking statements made
by the Company, which are based only on information currently
available to it when, and speak only as of the date, such statement
is made. The Company does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by law. We have set out within this press release
certain preliminary estimated financial results for a portion of
the three months ending June 30, 2023. These estimated financial
results are, incomplete, preliminary and subject to normal end of
period closing procedures and, accordingly, are subject to change.
They are also subject to further internal review and the Company's
independent auditor who have not completed their review. As a
consequence, actual results may differ from the preliminary results
described herein. We also refer you to the risks described in
''Risk Factors'' in the Company's Annual Report on Form 10-K, in
Quarterly Reports filed on Form 10-Q, and in the other reports and
documents it files with the Securities and Exchange Commission.
Media Contact:Next PR+1
813-526-1195Press@BeamForAll.com
Investor Relations:Core IR+1
516-222-2560IR@BeamForAll.com
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