Sonim Technologies, Inc. Special Committee Confirms Receipt of Unsolicited Proposal for $4.00 per Share in Cash
Sonim Technologies (NASDAQ: SONM) has received an unsolicited non-binding proposal from Orbic North America to acquire all outstanding shares for $4.00 per share in cash. A Special Committee of independent directors is reviewing the proposal with legal and financial advisors.
The committee, chaired by Mike Mulica, is conducting a thorough assessment of the proposal and exploring all strategic alternatives to ensure shareholders' best interests. The company emphasizes there is no guarantee the evaluation process will result in any transaction and will refrain from further comments unless deemed necessary by the Special Committee.
Sonim Technologies (NASDAQ: SONM) ha ricevuto una proposta non vincolante non richiesta da Orbic North America per acquisire tutte le azioni in circolazione a $4,00 per azione in contante. Un Comitato Speciale di amministratori indipendenti sta esaminando la proposta con l'assistenza di consulenti legali e finanziari.
Il comitato, presieduto da Mike Mulica, sta conducendo una valutazione approfondita della proposta ed esplorando tutte le alternative strategiche per garantire i migliori interessi degli azionisti. L'azienda sottolinea che non c'è alcuna garanzia che il processo di valutazione porti a una transazione e si asterrà da ulteriori commenti a meno che non sia ritenuto necessario dal Comitato Speciale.
Sonim Technologies (NASDAQ: SONM) ha recibido una propuesta no solicitada y no vinculante de Orbic North America para adquirir todas las acciones en circulación por $4.00 por acción en efectivo. Un Comité Especial de directores independientes está revisando la propuesta con asesores legales y financieros.
El comité, presidido por Mike Mulica, está realizando una evaluación exhaustiva de la propuesta y explorando todas las alternativas estratégicas para asegurar los mejores intereses de los accionistas. La empresa enfatiza que no hay garantía de que el proceso de evaluación resulte en alguna transacción y se abstendrá de hacer más comentarios a menos que el Comité Especial lo considere necesario.
Sonim Technologies (NASDAQ: SONM)는 Orbic North America로부터 비공식적인 비구속 제안을 받아 모든 발행 주식을 주당 $4.00 현금으로 인수하겠다는 내용을 포함하고 있습니다. 독립 이사들로 구성된 특별 위원회가 법률 및 재정 자문과 함께 제안을 검토하고 있습니다.
위원회는 Mike Mulica가 의장을 맡고 있으며, 제안에 대한 철저한 평가를 진행하고 주주들의 최선의 이익을 보장하기 위해 모든 전략적 대안을 탐색하고 있습니다. 회사는 평가 과정이 어떤 거래로 이어질 것이라는 보장이 없으며, 특별 위원회가 필요하다고 판단하지 않는 한 추가적인 언급을 자제할 것이라고 강조했습니다.
Sonim Technologies (NASDAQ: SONM) a reçu une proposition non sollicitée et non contraignante d'Orbic North America pour acquérir toutes les actions en circulation au prix de 4,00 $ par action en espèces. Un Comité Spécial d'administrateurs indépendants examine la proposition avec des conseillers juridiques et financiers.
Le comité, présidé par Mike Mulica, effectue une évaluation approfondie de la proposition et explore toutes les alternatives stratégiques pour garantir les meilleurs intérêts des actionnaires. L'entreprise souligne qu'il n'y a aucune garantie que le processus d'évaluation aboutisse à une transaction et s'abstiendra de tout commentaire supplémentaire sauf si le Comité Spécial le juge nécessaire.
Sonim Technologies (NASDAQ: SONM) hat ein unverbindliches, unaufgefordertes Angebot von Orbic North America erhalten, um alle ausstehenden Aktien zu einem Preis von 4,00 $ pro Aktie in bar zu erwerben. Ein Sonderausschuss unabhängiger Direktoren prüft das Angebot zusammen mit rechtlichen und finanziellen Beratern.
Der Ausschuss, der von Mike Mulica geleitet wird, führt eine gründliche Bewertung des Angebots durch und untersucht alle strategischen Alternativen, um die besten Interessen der Aktionäre sicherzustellen. Das Unternehmen betont, dass es keine Garantie dafür gibt, dass der Bewertungsprozess zu einer Transaktion führen wird, und wird sich von weiteren Kommentaren zurückhalten, es sei denn, der Sonderausschuss hält dies für notwendig.
- Potential acquisition offer at $4.00 per share in cash provides immediate liquidity opportunity for shareholders
- Non-binding nature of the proposal creates uncertainty about deal completion
- No guarantee that evaluation process will result in any transaction
San Diego, California--(Newsfile Corp. - April 3, 2025) - Sonim Technologies, Inc. (NASDAQ: SONM) today confirmed that it has received an unsolicited non-binding proposal from Orbic North America, LLC ("Orbic") to acquire all outstanding shares of Sonim Technologies for
Sonim, through a previously established Special Committee of the Board composed of independent directors, is carefully reviewing and evaluating the proposal in consultation with its legal and financial advisors. The Special Committee is committed to conducting a thorough and deliberate assessment of the proposal, as well as exploring all available strategic alternatives, to ensure that any action taken is in the best interests of Sonim's shareholders.
"The Sonim Board and management team remain fully committed to delivering long-term value for our shareholders," said Mike Mulica, Chair of the Special Committee. "We appreciate Orbic's offer and continued interest in Sonim, and we will carefully evaluate the unsolicited proposal in light of all feasible options, working diligently to ensure the best outcome for our investors."
The Company emphasized that there is no assurance the evaluation process will result in any transaction. Sonim does not intend to comment further on the matter unless the Special Committee determines that additional disclosure is in the best interest of shareholders.
About Sonim Technologies
Sonim Technologies is a leading U.S. provider of rugged mobile solutions, including phones, wireless internet data devices, accessories and software designed to provide extra protection for users that demand more durability in their work and everyday lives. Trusted by first responders, government, and Fortune 500 customers since 1999, we currently sell our ruggedized mobility solutions through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand. Sonim devices and accessories connect users with voice, data, workflow and lifestyle applications that enhance the user experience while providing an extra level of protection. For more information, visit www.sonimtech.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the outcome of negotiations with Orbic and the search for strategic alternatives by the Special Committee. These forward-looking statements are based on Sonim's current expectations, estimates and projections about its business and industry, management's beliefs and certain assumptions made by Sonim, all of which are subject to change. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "achieve," "aim," "ambitions," "anticipate," "believe," "committed," "continue," "could," "designed," "estimate," "expect," "forecast," "future," "goals," "grow," "guidance," "intend," "likely," "may," "milestone," "objective," "on track," "opportunity," "outlook," "pending," "plan," "poised," "position," "possible," "potential," "predict," "progress," "promises," "roadmap," "seek," "should," "strive," "targets," "to be," "upcoming," "will," "would," and variations of such words and similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, the following: the availability of cash on hand; potential material delays in realizing projected timelines for Sonim's products; the current interest and potential attempt of a hostile takeover from a third party may divert the management attention from Sonim's business and may require significant expenses; Sonim's susceptibility to supply chain disruptions; a potential strain on Sonim's resources as a result of rapid customer ramp-up and significant increases in demand; Sonim's material dependence on its relationship with a small number of customers who account for a significant portion of Sonim's revenue; risks related to Sonim's ability to comply with the continued listing standards of the Nasdaq Stock Market and the potential delisting of Sonim's common stock; Sonim's ability to continue to develop solutions to address user needs effectively, including its next-generation products; Sonim's reliance on third-party contract manufacturers and partners; Sonim's ability to stay ahead of the competition; Sonim's ongoing transformation of its business; the variation of Sonim's quarterly results; the lengthy customization and certification processes for Sonim's wireless carries customers; various economic, political, environmental, social, and market events beyond Sonim's control, as well as the other risk factors described under "Risk Factors" included in Sonim's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission (available at www.sec.gov). Sonim cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Sonim assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.
Important Information and Where to Find It
Sonim intends to file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with the solicitation of proxies from Sonim's stockholders for the 2025 Annual Meeting. SONIM'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SONIM'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements to the proxy statement, and other documents that Sonim files with the SEC at no charge from the SEC's website at www.sec.gov. Copies will also be available at no charge on Sonim's website at https://ir.sonimtech.com/sec-filings/all-sec-filings.
Participants in Solicitation
Sonim and its respective directors, executive officers, and other members of their management and employees, including Peter Liu (Chief Executive Officer and a director), Clay Crolius (Chief Financial Officer), and Sonim's directors - James Cassano, Mike Mulica, Jack Steenstra, and Jeffrey Wang - under SEC rules, may be deemed to be participants in the solicitation of proxies of Sonim's stockholders in connection with the election of directors at Sonim's 2025 Annual Meeting and related proposals to Sonim's stockholders. Stockholders may obtain more detailed information regarding Sonim's directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, under the captions "Directors, Executive Officers, and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Party Transactions" of Sonim's proxy statement for the 2024 annual meeting filed with the SEC on June 5, 2024 (the "2024 Proxy Statement"). To the extent that Sonim's directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable "as of" date disclosed in the 2024 Proxy Statement, such transactions have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which, as of the date of this current report are comprised of:
| (i) | Form 4 filed with the SEC by Jack Steenstra on April 2, 2025 |
| (ii) | Form 4 filed with the SEC by Mike Mulica on April 2, 2025 |
| (iii) | Form 4 filed with the SEC by James Cassano on April 2, 2025 |
| (iv) | Form 4 filed with the SEC by Jeffrey Wang on June 20, 2024 |
| (v) | Form 4 filed with the SEC by Jeffrey Wang on July 19, 2024 |
| (vi) | Form 4 filed with the SEC by James Cassano on July 19, 2024 |
| (vii) | Form 4 filed with the SEC by Jack Steenstra on July 19, 2024 |
| (viii) | Form 4 filed with the SEC by Mike Mulica on November 12, 2024 |
| (ix) | Form 4 filed with the SEC by Clay Crolius on February 6, 2025 |
| (x) | Form 4 filed with the SEC by Peter Liu on February 6, 2025 |
| (xi) | Form 4 filed with the SEC by Charles Becher on February 6, 2025 |
Any subsequent updates following the date hereof to the information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in Sonim's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2025 annual meeting, if and when they become available. These documents will be available free of charge as described above.
Corporate Communications Contact
Anette Gaven
press@sonimtech.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247200
FAQ
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