Communications Systems, Inc. Reiterates Value of Pineapple Merger Transaction Prior to March 23, 2022 Special Meeting
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– CSI shareholders will receive value from both legacy CSI businesses AND future pineapple businesses
– Very tight vote and every share is essential for approval
– CSI urges shareholders to vote
MINNETONKA, Minn.–(BUSINESS WIRE)–Communications Systems, Inc. (Nasdaq: JCS) (“CSI” or the “Company”) today reiterates the value to CSI shareholders of the merger transaction with Pineapple Energy LLC (“Pineapple”) and urges CSI shareholders to vote “FOR” Proposal No. 1, the proposal to approve the merger transaction with Pineapple, at the special meeting of shareholders to be held on Wednesday, 23 March 2022 at 1:00 p.m. Central Time.
Nearly 64% of CSI’s total outstanding shares have already voted in favor of Proposal #1. To be approved, Proposal No. 1 requires the affirmative vote of at least two-thirds (66.67%) of the total outstanding shares of CSI.
Roger Lacey, Executive Chairman and Interim CEO of CSI, said, “Many CSI shareholders have already voted ‘FOR’ Proposal #1 because they understand the Pineapple merger transaction is an opportunity for CSI shareholders to receive value from both CSI’s legacy business and of the future Pineapple company. The “both/and” nature of this transaction is one of the reasons CSI’s Board of Directors unanimously approved the Pineapple Merger Transaction rather than an alternative “either/or” transaction. that is, a transaction in which CSI shareholders would receive value. That is from the former CSI company Where a future business, but not both. In particular, CSI’s Board of Directors believes that the Pineapple merger transaction is a better strategic alternative for CSI shareholders than a liquidation, which is an “either/or” transaction that would bring value to shareholders of CSI only from legacy CSI activity. ”
“With less than two business days before the special meeting, Proposal No. 1 is about to be approved and every vote will make a difference, no matter how many shares you own. To CSI shareholders who have not yet voted, we urge you to stand with your fellow CSI shareholders and protect your investment in CSI common stock by voting “FOR” Proposal #1. Please take a moment to vote your shares now,” Mr. Lacey concluded.
The CSI Board of Directors unanimously recommends that CSI shareholders vote “FOR” Proposal #1.
The adjourned special meeting will continue to be held online at www.virtualshareholdermeeting.com/JCS2022SM. In addition, the record date for determining CSI shareholders eligible to vote at the special meeting will remain the close of business on January 27, 2022.
How to vote
Please use the voting control number that accompanied your proxy materials and vote your shares today. To have your shares represented at the special meeting as soon as possible, please use one of the following methods:
Vote online: www.proxyvote.com
Vote by phone: 1 (800) 690-6903
Call 833-782-7141 to vote directly
For additional questions or if you need assistance voting, please call our attorney Proxy Advisory Group, LLC at: (833) 782-7141.
About Communications Systems, Inc.
Communications Systems, Inc. (Nasdaq: JCS), operated as an IoT intelligent edge products and services company. For more information about CSI, please visit www.commsystems.com.
Additional information and where to find it; Participants in the solicitation
In connection with the proposed merger with Pineapple, Communications Systems, Inc. (“CSI”) has filed a registration statement on Form S-4 (File No. 333-260999) with the Securities and Exchange Commission (SEC) on November 12, 2021 (as amended, the “Registration Statement”). The registration statement includes a proxy statement/prospectus and was declared effective by the SEC on February 3, 2022. As of February 4, 2022, a copy of the proxy statement/prospectus dated February 3, 2022 has been sent to CSI shareholders effective at the close of business on January 27, 2022, the record date established for the special meeting.
CSI URGES INVESTORS, SHAREHOLDERS AND OTHER INTERESTED PERSONS TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, TOGETHER WITH ANY AMENDMENTS OR ADDITIONS, AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN RELATION TO THE MERGER BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
The registration statement, preliminary and final proxy statement/prospectus, all other relevant documents, and all other documents and reports that CSI has filed or provided to the SEC are (or, when filed, will be) available free of charge at “Financial Reports” section. ” of the Investor Relations section of our website at www.commsystems.com or by directing a request to: Communications Systems, Inc., 10900 Red Circle Drive, Minnetonka, MN 55343. The contents of the website of CSI is not deemed to be incorporated by reference in this press release, the registration statement or the proxy statement/prospectus. The documents and reports that CSI files or provides to the SEC are (or, when filed , will) be available free of charge at the website operated by the SEC at http://www.sec.gov.
CSI and its directors and officers may be considered participants in the solicitation of proxies by CSI in connection with the approval of the proposed merger and other proposals to be presented at the special meeting. Information regarding the names of such persons and their respective interests in the transaction, by security holding or otherwise, are set forth in the management information circular/prospectus dated February 3, 2022. To the extent that the directors and officers of the Company or their interests in the Company’s securities have changed from the amounts disclosed in this filing, to the best of the Company’s knowledge, such changes have been reflected in the change of ownership statements on Form 4 filed with the DRY. You can obtain these documents (when they become available, if any) free of charge from the sources indicated above.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Communications Systems’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. There can be no assurance that the proposed transactions described in this press release will be completed, or that they will be completed as currently offered, or at any particular time. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive or regulatory factors, and other risks and uncertainties affecting the operation of Communications Systems’ business.
These risks, uncertainties and contingencies are discussed in the company’s annual report on Form 10-K and, from time to time, in the company’s other filings with the Securities and Exchange Commission. The information presented here should be read with these risks in mind. In addition, investors should keep in mind that the financial results of the Company during a given period may not be indicative of future results. Communications Systems is under no obligation and expressly disclaims any obligation to update or change its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. In addition to these factors, there are several additional factors, including:
– the closing conditions of the CSI-Pineapple merger operation may not be fulfilled;
– the occurrence of any other risk to the completion of the CSI-Pineapple Merger Transaction, including the risk that the CSI-Pineapple Merger Transaction will not be completed as scheduled or any event, change or other circumstance which may result in the termination of the CSI-Pineapple merger operation;
– the CSI-Pineapple merger transaction has resulted in greater than expected costs and delays and may in the future result in unforeseen costs, liabilities or delays;
– the ability of the Company to sell its other historical businesses and its real estate assets at attractive values;
– there is no guarantee that CSI will receive any of the $7.0 million maximum earnout related to the August 2, 2021 sale of CSI’s Electronics and Software segment;
– the combined company will have the right to retain ten percent of the net proceeds of assets inherited from CSI that are sold pursuant to agreements entered into after the effective date of the merger;
– the risks that the merger will disrupt CSI’s current plans and operations or that CSI’s business or stock price may suffer due to uncertainty surrounding the CSI-Pineapple merger transaction;
– the outcome of any legal proceedings related to the CSI-Pineapple merger transaction;
– the fact that CSI cannot yet determine the exact amount and timing of any additional cash dividends prior to the CSI-Pineapple merger, if any, or the ultimate value of any contingent value rights that CSI intends to distribute to its shareholders immediately prior to the closing of the CSI-Pineapple Merger Transaction; and
– the expected benefits of the proposed merger transaction with Pineapple may not materialize within the expected timeframe, if at all.
For Communications Systems, Inc.
Roger HD Lacey
Executive Chairman and Interim CEO
+1 (952) 996-1674
Mark D. Fandrich
+1 (952) 582-6416
Equity Group Inc.
Senior Vice President
+1 (212) 836-9611
Source: Communication Systems, Inc.