Peraso Technologies Inc. has signed a definitive agreement to acquire MoSys, Inc. (NasdaqCM: MOSY) in a reverse merger transaction for $ 75.8 million.
Peraso Technologies Inc. signed a definitive agreement to acquire MoSys, Inc. (NasdaqCM: MOSY) in a reverse merger transaction for $ 75.8 million on September 15, 2021. On a fully diluted basis, the shareholders De Peraso will receive consideration of approximately 14.2 million MoSys common shares or Exchangeable Shares on Closing, with approximately 1.8 million of such shares (the “Escrowed Shares”) to be deposited in escrow in accordance with terms of an Escrow Agreement (the “Escrow Agreement”), such Escrow Shares to be released to the shareholders of Peraso if, between 12 months and 36 months after closing, the common share of the combined company achieves a VWAP (volume weighted average price) of at least $ 8.57 per share for 20 trading days during a period of 30 consecutive trading dates subject to early release upon sale or ‘a business reorganization (the’ Con escrow release statements ”). Prior to Closing, all of Peraso’s indebtedness must be converted to common stock or repaid in full, or will be reflected in an adjustment to the stock exchange ratio. At the close of the business combination, the shareholders of Peraso are expected to own, on a fully diluted basis, a 61% interest in the combined company, with the remaining 39% to be retained by the shareholders of MoSys, assuming that escrow release conditions are met, or a 57.7% stake by Peraso shareholders and 42.3% stake by MoSys shareholders, assuming the escrow release conditions are not are not met, in each case, as described below. At Closing, MoSys will change its name to Peraso Inc. and expects the shares of its common stock to continue to trade on the Nasdaq Capital Market under the new ticker symbol PRSO. The Agreement subjects the parties to certain termination payment obligations. Peraso will pay Acquirer RTO a termination fee of $ 750,000 and Acquirer RTO will pay Peraso a termination fee of $ 750,000. If the agreement is terminated by either party as a result of obtaining a superior proposal from a third party, a violation of the non-solicitation clauses of the agreement, or because if either party’s board of directors does not unanimously recommend proceeding with the Arrangement or withdraw its recommendation, the offending party will be required to pay a termination fee of $ 3,500,000. Upon Effective Date, all members of the MoSys Board of Directors other than Daniel Lewis and Robert Newell will resign and the Board of Directors of the Combined Company (the “New Board?”) Will be comprised of five directors. , composed of Ronald Glibbery, Daniel Lewis, Robert Newell and two nominees for the position of director of Peraso who will be considered as independent directors under the Nasdaq Stock Market. In addition, at the Effective Time, the senior executives of the company resulting from the merger will be Ronald Glibbery as Chairman and CEO; Daniel Lewis as chairman; James Sullivan as CFO; Brad Lynch as Chief Operating Officer; and Alexander Tomkins as CTO. The transaction is subject to the approval of the shareholders of MoSys and Peraso, to the order of the Ontario Superior Court of Justice (Commercial List) granted under section 182 (5) of the corporations (Ontario); all regulatory approvals; the continued listing of common shares on the Nasdaq; letters of resignation and mutual discharges from such directors and officers of Peraso and Acquirer RTO, as mutually agreed upon by such parties, including as necessary to implement matters of the board of Acquirer RTO ; holders of not more than ten percent (10%) of the shares of Peraso will have exercised, and at the date of the meeting of Peraso, will not have withdrawn their rights to dissent; the escrow contract will have been duly executed by each of the parties and Peraso will have completed the information set out in Annex B thereof in force at the time of entry into force; the Purchaser’s RTO Shares to be issued under this Agreement will have been approved for listing and other customary closing conditions. The Arrangement Agreement and the Business Combination have been approved by the Boards of Directors of MoSys and Peraso. The business combination is expected to be finalized in the fourth quarter of 2021. Cassel Salpeter & Co. acted as financial advisor to MoSys, and Blake Baron of Mitchell, Silberberg and Knupp, LLP and Graeme Martindale of Borden Ladner Gervais LLP acted as legal counsel to MoSys. Evans and Evans acted as financial advisor to Peraso and provided fairness advice to the board of directors of Peraso, and Dee Rajpal of Stikeman Elliott LLP acted as legal advisor to Peraso.