- The combined company, which will be named Gresham Worldwide,
Inc., will have an implied pro-forma enterprise value of
approximately $83 million with up to approximately $1 million in
additional cash, assuming no redemptions by Ault
Disruptive’s public stockholders
- Merger anticipated to close in fourth quarter 2024; combined
company anticipated to remain listed on NYSE American
- Gresham stockholders will retain 100% of their equity and
will continue to own approximately 66% of the combined company,
assuming no redemptions by Ault Disruptive’s public
stockholders
Gresham Worldwide, Inc. (OTCQB: GIGA) (“Gresham” or the
“Company”), a provider of high-performance purpose-built
electronic solutions for mission critical applications in defense,
health care, telecommunications, and transportation industries, and
Ault Disruptive Technologies Corporation (NYSE American: ADRT)
(“Ault Disruptive”), a special purpose acquisition company,
today announced they have entered into a definitive agreement and
plan of merger (the “Merger Agreement”). Under the terms of
the Merger Agreement, a wholly owned subsidiary of Ault Disruptive
will merge with and into Gresham and the holders of the outstanding
Gresham shares will receive equity in Ault Disruptive in connection
with the business combination (the “Transaction”).
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The Boards of Directors of both Gresham and Ault Disruptive have
unanimously approved the proposed Transaction, which is subject to
customary closing conditions, including receipt of all regulatory
approvals, as well as the approval of the proposed Transaction by
Gresham’s and Ault Disruptive’s stockholders. The closing of the
transaction is anticipated to occur in the fourth quarter 2024,
with Gresham to redomicile from California to Delaware prior to the
closing. Ault Disruptive will be rebranded and operate as Gresham
Worldwide, Inc. and is expected to remain listed on the NYSE
American under the ticker symbol “GWWI.”
While each of Ault Disruptive and Gresham is a public traded
corporation, Ault Alliance, Inc. beneficially owns a majority of
each issuer’s shares of common stock. As such, the Transaction is a
related party transaction.
Following the closing of the Transaction, the combined company
will be led by Jonathan Read, Gresham’s Chief Executive Officer and
Lutz P. Henckels, Gresham’s Chief Financial Officer.
Gresham is a defense contractor, manufacturer of sophisticated
medical testing equipment and distributor of electronic components
with material operations in Israel, the United Kingdom, Connecticut
and California.
Jonathan Read, Chief Executive Officer of Gresham, said, “The
merger with Ault Disruptive marks a significant step for Gresham.
It will allow us to expand the full potential of our investments in
defense and healthcare technology. Listing on the NYSE American
stock exchange should provide us with access to the necessary
resources and visibility to enhance our engineering, production,
and sourcing capabilities. Gresham has achieved over 20% revenue
growth annually for the past three years and expects that growth to
significantly accelerate with our global defense requirements and
our new products for the healthcare industry. We are executing on
our substantial $40+ million backlog of orders, while securing new
orders from existing and prospective customers. Out support of the
Israel defense requirements is vital to our global market position.
Our expansion into providing NATO members defense products is also
resulting in increased projects and products. We also believe that
being on a national exchange will give us access to the resources
to continue executing acquisitions of smaller defense contractors
and accelerate our growth both organically and through
M&A.”
Willliam Horne, Chief Executive Officer of Ault Disruptive said,
“We are excited to partner with Gresham, a leader in
high-performance electronic solutions for mission-critical
applications across various industries. The increasing global
demand for defense-related technologies, driven by ongoing
conflicts and tensions, underscores the value of Gresham’s
offerings. This merger will not only bolster Gresham’s growth but
also deliver significant value to our stockholders. We look forward
to working closely with Jonathan and his team as Gresham continues
its impressive growth journey.”
Transaction Overview
Under the terms of the Merger Agreement, the Transaction is
valued at an estimated pro forma enterprise value of approximately
$83 million. At the closing, Gresham expects up to approximately $1
million of gross cash proceeds, assuming no redemptions by Ault
Disruptive’s public stockholders, and intends to use net proceeds
to fund continuing growth and expansion of its business. Upon
completion of the Transaction, and assuming the issuance of common
stock upon the conversion of outstanding convertible notes, Gresham
stockholders will retain 100% of their equity and own 66% of the
combined company at closing, assuming no redemptions by Ault
Disruptive’s public stockholders.
Additional information about the Transaction will be provided in
a Current Report on Form 8-K to be filed by Gresham and Ault
Disruptive with the Securities and Exchange Commission
(“SEC”) and will be available at the SEC’s website,
www.sec.gov.
Advisors
A.G.P./Alliance Global Partners is serving as financial advisor
to Ault Disruptive. Olshan Frome Wolosky LLP is serving as legal
advisor to Ault Disruptive, and Nason, Yeager, Gerson, Harris &
Fumero, P.A. is serving as legal advisor to Gresham.
About Gresham
Gresham works through operating companies in the United States,
Israel and the United Kingdom to deliver purpose-built technology
solutions that save, protect, and enhance life. The Company focuses
on providing turnkey electronic solutions for defense, test and
training applications, power electronics and displays, and radio
frequency, microwave and millimeter wave systems and components.
The Company primarily supports the defense and aerospace industry
as well mission-critical applications in medical technology,
transportation and telecommunications market sectors.
About Ault Disruptive
Ault Disruptive Technologies Corporation, a Delaware
corporation, is a blank check company incorporated in February 2021
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, which we
refer to as our initial business combination.
Additional Information and Where to Find It
In connection with the proposed Transaction, Ault Disruptive
intends to file a Registration Statement on Form S-4 (the “Form
S-4”) with the SEC, which will include a preliminary prospectus
with respect to its securities to be issued by Ault Disruptive in
connection with the Transaction and a preliminary proxy statement
with respect to Ault Disruptive’s stockholder meeting at which Ault
Disruptive’s stockholders will be asked to vote on the proposed
Transaction. Gresham will separately file its own proxy statement
with respect to Gresham’s stockholder meeting at which Gresham’s
stockholders will be asked to vote on the proposed Transaction.
Ault Disruptive’s and Gresham’s stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the Transaction, as these
materials will contain important information about Ault Disruptive,
Gresham, the Merger Agreement and the Transaction. When available,
the definitive proxy statement/prospectus and other relevant
materials for the Transaction will be mailed to stockholders of
Ault Disruptive and Gresham as of a record date to be established
for voting on the Transaction. Stockholders of Ault Disruptive and
Gresham will also be able to obtain copies of the Form S-4, the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC’s web site at www.sec.gov.
Participants in the Solicitation
Ault Disruptive, Gresham and their respective directors,
executive officers, other members of management and employees may
be deemed participants in the solicitation of proxies from Ault
Disruptive’s and Gresham’s stockholders with respect to the
proposed Transaction. Investors and securityholders may obtain more
detailed information regarding the names and interests in the
business combination of the directors and officers of each of Ault
Disruptive and Gresham such companies’ respective filings with the
SEC, including the Form S-4.
No Offer or Solicitation
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, or the solicitation of any vote or
approval in any jurisdiction in connection with the proposed
Transaction or any related transactions, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction where,
or to any person to whom, such offer, solicitation or sale may be
unlawful. Any offering of securities or solicitation of votes
regarding the proposed transaction will be made only by means of a
proxy statement/prospectus that complies with applicable rules and
regulations promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or pursuant to
an exemption from the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Statements regarding Ault Disruptive and
Gresham’s expectations with respect to anticipated financial
impacts of the proposed Transaction, the timing of the completion
of the proposed Transaction, Gresham’s projected financial and
operational performance, new product offerings that Gresham may
introduce, and related matters, as well as all other statements
other than statements of historical fact included in this press
release, are forward-looking statements. When used in this press
release, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to Ault Disruptive or
Gresham’s management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information
currently available to, Ault Disruptive’s and Gresham’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in Ault Disruptive’s and Gresham’s filings with the SEC.
Most of these factors are outside the control of Ault Disruptive
and Gresham and are difficult to predict. In addition to factors
disclosed in Ault Disruptive and Gresham’s filings with the SEC,
the following factors, among others, could cause actual results and
the timing of events to differ materially from the anticipated
results or other expectations expressed in the forward-looking
statements: the risk that the Transaction may not be completed in a
timely manner or at all, which may adversely affect the price of
the securities of Ault Disruptive and Gresham; the risk that the
Transaction may not be completed by Ault Disruptive’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Ault
Disruptive; inability to meet the closing conditions to the
Transaction, including the occurrence of any event, change, legal
proceedings instituted against Gresham or against Ault Disruptive
related to the Merger Agreement or the management team, or other
circumstances that could give rise to the termination of the Merger
Agreement; the inability to complete the Transaction contemplated
by the Merger Agreement due to the failure to obtain approval of
the stockholders of Ault Disruptive or Gresham and the receipt of
certain governmental and regulatory approvals including the Israeli
Ministry of Defense; changes in Ault Disruptive’s capital
structure; redemptions exceeding a maximum threshold; the failure
to maintain the listing of Ault Disruptive’s securities or failure
of Gresham to meet the NYSE American’s initial listing standards in
connection with the consummation of the contemplated Transaction;
costs related to the Transaction contemplated by Merger Agreement;
Gresham’s ability to successfully resolve certain pending
litigation; and the failure to realize anticipated benefits of the
Transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions; a delay or failure to realize the expected
benefits from the proposed Transaction. The forward-looking
statements are based upon management’s beliefs and assumptions; and
other risks and uncertainties to be identified in the Form S-4
(when available) relating to the Transaction, including those under
“Risk Factors” therein, and in other filings with the SEC made by
Ault Disruptive. Each of Ault Disruptive and Gresham undertake no
obligation to update these statements for revisions or changes
after the date of this press release except as required by law.
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Gresham Worldwide, Inc.
info@greshamworldwide.com (833) 457-6667
Ault Disruptive Technologies
Corporation ir@aultdisruptive.com
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