UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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B. RILEY PRINCIPAL MERGER CORP. II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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On June 24, 2020, B. Riley Principal Merger Corp. II (“B.
Riley”) issued the following press release announcing it executed a letter of intent with Eos Energy Storage LLC (“EOS”)
for a business combination transaction which would result in EOS becoming a publicly listed company.
B. Riley Principal Merger Corp. II and Eos
Energy Storage Announce Letter of Intent for Business Combination
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Proposed transaction to result in Eos becoming a publicly listed company
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BRPM II-Eos combination would accelerate growth of Eos’ scalable, low-cost, clean battery
technology as a disruptive solution to address domestic and international energy storage market needs
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Investor call scheduled on Thursday, June 25, 2020 at 10:00 am ET
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NEW YORK and EDISON, NJ, June 24, 2020 /PRNewswire/
-- B. Riley Principal Merger Corp. II (NYSE:BMRG, BMRG WS, BMRG.U) (“BRPM II”), a special purpose acquisition company
sponsored by an affiliate of B. Riley Financial, Inc. (NASDAQ:RILY) (“B. Riley Financial”), and privately held Eos
Energy Storage LLC (“Eos”) today announced they have executed a letter of intent (“LOI”) for a business
combination transaction (“transaction”) which would result in Eos becoming a publicly listed company.
Founded in 2008, Eos Energy Storage is an established
provider of long-duration energy storage focused on providing a domestic solution to a global need: low-cost, safe, and environmentally
friendly energy storage. Eos has proven its technology over a ten-year period of testing, development, deployment, and operation,
and is focused on accelerating the growth of clean energy in the United States by deploying large scale storage solutions that
deliver reliable and cost-competitive power in a safe and environmentally sustainable way. The Eos Aurora® system is designed
to meet the requirements of the grid-scale energy storage market using Eos’ patented aqueous, zinc-powered battery technology
to offer a safe, scalable, fully recyclable and sustainable alternative to lithium-ion battery power. Its patented Znyth® technology
requires just five core commodity materials – all of which are Earth-abundant, non-conflict minerals, and are 100% recyclable.
Eos’ battery is non-flammable and does not require any moving parts or pumps, which allows for simple upkeep and market-leading
low-cost operations.
The proposed transaction would provide Eos
with access to new capital to help fund the rapid growth of its corporate strategy, which includes the expansion of its manufacturing
capacity to meet customer demand, investment in personnel to further drive research and development (R&D) and commercialization,
in addition to general corporate purposes.
“We are pleased to work towards bringing
our stockholders this unique opportunity to participate in the rapid growth and expansion of a leading domestic energy storage
business,” said Dan Shribman, CEO of BRPM II, and Chief Investment Officer of B. Riley Financial. “We view the proposed
combination of BRPM II and Eos to be a compelling transaction that would provide Eos with the necessary capital to support the
expansion of its capital-efficient and scalable solution. Having followed Eos for several years, we believe now is the ideal time
for management to unlock the full potential of a truly disruptive solution to address a clear need in the global energy storage
market.”
Eos is led by a team of professionals with
deep scientific, regulatory and operating experience across the energy value chain. Joe Mastrangelo, Eos’ Chief Executive
Officer, is a 25-year General Electric (“GE”) veteran who has both traditional and renewable energy experience, and
served as president and CEO of Gas Power Systems for GE’s Power division. Russ Stidolph, Chairman of the Eos Board of Directors,
is founder and Managing Director of AltEnergy LLC, a private equity firm focused on alternative energy investing.
“Our Board of Directors is pleased to
advance the process towards combining with B. Riley Principal Merger Corp. II,” said Russ Stidolph, Chairman of the Eos Board
of Directors. “The global energy storage ecosystem is expected to grow with a CAGR of 20% over the next 20 years. The current
market is primarily served by lithium ion batteries manufactured in China and South Korea – and with our zinc-based system
offering a safer, greener, and less expensive solution, it is our strong belief that Eos is poised for significant long-term growth
and material cash flow generation.”
Eos has secured over $160 million of invested
capital to date from key strategic and financial investors, including AltEnergy, Holtec International, Reservoir Capital Group,
Generation Capital, Ospraie Management, Ace & Company, Fisher Brothers, and Prisma Energy Solutions, among others.
“A transaction with BRPM II would be
a natural next step in Eos’ growth from an R&D focused organization to one focused on mass commercialization and scaled
manufacturing,” said Joe Mastrangelo, Chief Executive Officer of Eos. “Bryant Riley, Dan Shribman, and the B. Riley
team have a proven track record in leading successful SPAC transactions, as well as extensive experience in public markets, and
we believe that this proposed combination would enhance Eos’ ability to provide flexible solutions to our customers while
creating value for our current and future stakeholders and partners.”
Eos maintains a significant pipeline of new
customers focused on large-scale grid-connected storage projects and smaller-scale commercial and industrial deployments of its
energy storage systems. It has deployed its energy storage solutions on three continents and has demonstrated an ability to satisfy
multiple use cases while performing in extreme temperature conditions without the need for any supplemental air-conditioning. Eos
has a market-ready product today and an established manufacturing platform in place that is ready to scale to meet market demand.
Transaction Overview
The transaction contemplates a pre-money valuation
for Eos of approximately $290 million. The proposed transaction with BRPM II would provide Eos with approximately $225 million
of additional new equity financing, including $50 million of proceeds from a fully backstopped PIPE by B. Riley Financial, assuming
no public shareholders of BRPM II exercise their redemption rights at closing. The proposed transaction is expected to be completed
in the fourth quarter of 2020, subject to, among other things, the negotiation and execution of a definitive agreement providing
for the transaction, the approval by BRPM II’s shareholders, satisfaction of the conditions stated in the LOI and other customary
closing conditions. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed
transaction will be consummated.
Conference Call Information
B. Riley Principal Merger Corp. II and Eos
will host a joint investor conference call to discuss the proposed transaction on Thursday, June 25, 2020 at 10:00 am ET.
To listen to the prepared remarks, participants
can join the online webcast by accessing this link or by dialing (toll-free) +1-877-451-6152.
A replay will be available online and
by phone +1-844-512-2921, 13706023 (pin) through July 2, 2020.
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 Energy Storage has 10+ years of experience in battery storage
testing, development, deployment, and operation. The Eos Aurora® system integrates its aqueous, zinc battery technology (Znyth®)
to provide a safe, scalable, and sustainable alternative to lithium ion. For more information, visit https://eosenergystorage.com.
About B. Riley Principal Merger Corp. II
B. Riley Principal Merger Corp. II (NYSE: BMRG,
BMRG WS, BMRG.U) (“BRPM II”) 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). BRPM II 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’s management team and board of directors.
For more information, visit https://brileyfin.com/principalmergercorp.
Additional Information and Where to Find
It
If a legally binding definitive agreement is
entered into, a full description of the terms of the transaction will be provided in a proxy statement for the stockholders of
BRPM II (the “Transaction Proxy Statement”), to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
BRPM II urges investors, stockholders and other interested persons to read, when available, the preliminary Transaction Proxy Statement
as well as other documents filed with the SEC because these documents will contain important information about BRPM II, the potential
target company and the transaction. The definitive Transaction Proxy Statement will be mailed to stockholders of BRPM II as of
a record date to be established for voting on the proposed transaction.
Investors and security holders of BRPM II are
advised to read, when available, the preliminary Transaction Proxy Statement and the definitive Transaction Proxy Statement, and
any amendments thereto, because these documents will contain important information about BRPM II and the proposed Transaction.
The definitive Transaction Proxy Statement will be mailed to BRPM II’s stockholders of record as of a record date to be established
for the special meeting of stockholders relating to the proposed Transaction. Stockholders will also be able to obtain copies of
the Transaction Proxy Statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request
to: B. Riley FBR, Inc., 299 Park Avenue, 21st Floor, New York, New York 10171, by telephone at (800) 846-5050 or by email at prospectuses@brileyfbr.com.
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
BRPM II’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 BRPM II to enter
into a definitive agreement with respect to the proposed business combination with Eos or to complete the contemplated transaction;
matters discovered by BRPM II or Eos as they complete their respective due diligence investigation of the other; the risk that
the approval of the stockholders of BRPM II for the potential transaction 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 BRPM
II’s trust account following any redemptions by BRPM II stockholders; the ability to meet NYSE’s listing requirements
following the consummation of the transaction; costs related to the proposed transaction; and those factors discussed in BRPM II’s
registration statement for the initial public offering filed with the SEC. BRPM II 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
BRPM II and its directors and executive officers
may be considered participants in the solicitation of proxies with respect to the transaction described herein under the rules
of the SEC. Information about the directors and executive officers of BRPM II and a description of their interests in BRPM II will
be contained in the Transaction 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 transaction and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of BRPM II, 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 definitive document.
Contacts:
For B. Riley Principal Merger Corp. II
Investors
Daniel Shribman
dshribman@brileyfin.com
(212) 457-3300
Media
Jo Anne McCusker
press@brileyfin.com
(646) 885-5425
For Eos Energy Storage
Amy Gould
ir@eosenergystorage.com
(732) 852-5722
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