EnOcean announce agreement with Parabellum Acquisition
EnOcean GmbH (“EnOcean”), the pioneer of energy harvesting Internet-of-Things (“IoT”) devices and sensor-to-cloud solutions, and Parabellum Acquisition Corp, a publicly traded special purpose acquisition company (“Parabellum”), announced that they have entered into a definitive business combination agreement that will result in EnOcean becoming a publicly listed company subject to the closing. Upon closing of the transaction, the combined company will be named EnOcean Holdings, N.V. and be listed on the NYSE and trade under the new ticker symbol “SIOT”, or Sustainable IoT.
EnOcean has pioneered and is a leader in energy harvesting based IoT devices, devoted to commercial buildings and smart spaces. EnOcean has extensive OEM partnerships with over 300 customers and is a founding member of EnOcean Alliance, a non-profit international association of companies that enables and promotes interoperable eco-systems for smart homes, smart buildings and smart spaces with over 300 members. Further, EnOcean has, through its recently announced partnership with Aruba Networks, also developed an innovative cloud solution called IoTC, which represents EnOcean devices on the cloud by utilizing existing infrastructure of Aruba’s access points. EnOcean’s IoTC thereby enables the rollout of maintenance-free IoT devices for offices without the need of creating any new infrastructure, including additional gateways or access points. The business combination is expected to provide EnOcean with growth capital to expand deployment of its innovative technology and provide capital for strategic acquisitions.
Management Commentary
“The accelerating drive towards more sustainable buildings by both real estate owners as well as tenants, compounded by sharply rising cost of energy, are creating a market for sustainable IoT solutions that drive down the usage of energy. We believe EnOcean is strongly positioned to capitalize on these long-term trends and are seeking ways to accelerate its growth beyond organic developments. For that reason, EnOcean acquired the smart-server business from Renesas Electronics Corporation on October 1, 2022, and is pursuing a strategy for additional acquisitions. We believe getting access to public markets through the business combination with Parabellum is a perfect path forward for EnOcean. This path creates a healthy balance sheet for EnOcean and continued access to public markets for strategic initiatives,” said Raoul Wijgergangs, CEO of EnOcean.
“When we started our journey at Parabellum, we indicated to our investors that our ideal target company would be one that is focused on the accelerated pace of IoT transformation across several key verticals, has proprietary technologies, has an excellent management team, has a defensible business model, and, more importantly, a proven track record in enabling smart, IoT-enabled spaces,” said Narbeh Derhacobian, CEO of Parabellum Acquisition Corporation. “We believe EnOcean meets all the criteria that we set out back in September of 2021. Over the last several quarters, we have come to understand and appreciate the vision of the transformation that Raoul and his management team have set forth. We believe EnOcean is ready to benefit from a stronger balance sheet and execute on their vision of growth as a public company. The team at Parabellum is here to support this exciting journey for EnOcean.”
Transaction Overview
The business combination values EnOcean at an equity value of $120 million. The combined company will receive approximately $146.5 million USD in gross proceeds from Parabellum’s trust account, assuming no redemptions by Parabellum’s public stockholders, and up to $40 million in additional financing to be raised prior to the closing of the business combination. Following the closing, the combined company will continue to operate the business of EnOcean from its offices in Oberhaching, Germany.
The transaction has been approved by the shareholders’ committee of EnOcean and the board of directors of Parabellum and is currently expected to close in the first half of 2023, subject to regulatory and stockholder approvals, and other customary closing conditions.
Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Parabellum with the Securities and Exchange Commission (“SEC”) and will be available on Parabellum’s website at www.parabellumac.com, EnOcean’s website at www.enocean.com, and at the SEC’s website at www.sec.gov.
Advisors
Acuity Advisors is serving as Financial Advisor to EnOcean. Dentons is serving as legal counsel to EnOcean.
B. Riley Securities is serving as Financial and Capital Markets Advisor and sole placement agent to Parabellum. DLA Piper, LLP (US) and Ashurst LLP are acting as legal counsel to Parabellum. Kirkland & Ellis LLP is acting as placement agent counsel.
