- CSI Shareholders Will Receive Value from BOTH
Legacy CSI Business AND Future Pineapple Business
- Very Close Vote and Every Share is Critical
to Approval
- CSI Urges Shareholders to Vote
Communications Systems, Inc. (Nasdaq: JCS) (“CSI” or the
“Company”) today reiterates the value to CSI shareholders from the
merger transaction with Pineapple Energy LLC (“Pineapple”) and
urges CSI shareholders to vote “FOR” Proposal #1, the proposal to
approve the merger transaction with Pineapple, at the special
meeting of shareholders that will be held on Wednesday, March 23,
2022 at 1:00 p.m. Central Time.
Almost 64% of the CSI total outstanding shares have already
voted in favor of Proposal #1. To be approved, Proposal #1 requires
the affirmative vote of at least two-thirds (66.67%) of CSI total
outstanding shares.
Roger Lacey, Executive Chair and Interim Chief Executive Officer
of CSI, commented, “Many CSI shareholders have already voted ‘FOR’
Proposal #1 because they understand the Pineapple merger
transaction is an opportunity for the CSI shareholders to receive
value from both the legacy CSI
business and from the future Pineapple
business. The ‘both/and’ nature of this transaction is one of the
reasons the CSI board of directors unanimously approved the
Pineapple merger transaction over an alternative ‘either/or’
transaction – that is, a transaction in which CSI shareholders
would receive value either from the
legacy CSI business or a future
business, but not both. In particular, the CSI 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 deliver value to the
CSI shareholders only from the legacy CSI business.”
“With less than two business days before the special meeting,
Proposal #1 is very close to being approved and every vote will
make a difference no matter how many shares you own. To the CSI
shareholders that have not voted yet, we urge you to stand with
your fellow CSI shareholders and safeguard your investment in the
CSI common stock by voting ‘FOR’ Proposal #1. Please take a moment
to vote your shares now,” concluded Mr. Lacey.
The CSI board of directors unanimously recommends that CSI
shareholders vote “FOR” the Proposal #1.
The adjourned special meeting will continue to be held online at
www.virtualshareholdermeeting.com/JCS2022SM. Also, 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
utilize one of the following methods below:
- Vote by Internet: www.proxyvote.com
- Vote by phone: 1 (800) 690-6903
- Call 833-782-7141 to take the vote directly
For additional questions or if you need assistance with voting,
please call our solicitor Proxy Advisory Group, LLC at: (833)
782-7141.
About Communications Systems, Inc.
Communications Systems, Inc. (Nasdaq: JCS), has operated as an
IoT intelligent edge products and services company. For more
information regarding CSI, please see 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”) 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. Beginning February 4, 2022, a copy of the
proxy statement/prospectus dated February 3, 2022 was sent to CSI
shareholders as of 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 PROXY STATEMENT/PROSPECTUS,
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
The Registration Statement, preliminary and definitive proxy
statement/prospectus, any other relevant documents, and all other
documents and reports CSI filed with or furnishes to the SEC are
(or, when filed, will be) available free of charge under the
"Financial Reports" tab of the Investors 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 CSI website is not deemed to be
incorporated by reference into this press release, the Registration
Statement, or the proxy statement/prospectus. The documents and
reports that CSI files with or furnishes to the SEC are (or, when
filed, will be) available free of charge through the website
maintained by the SEC at http://www.sec.gov.
CSI and its directors and executive officers may be considered
participants in the solicitation of proxies by CSI in connection
with approval of the proposed merger and other proposals to be
presented at the special meeting. Information regarding the names
of these persons and their respective interests in the transaction,
by securities holdings or otherwise, are set forth in the proxy
statement/prospectus dated February 3, 2022. To the extent the
Company's directors and executive officers or their holdings of the
Company's securities have changed from the amounts disclosed in
such filing, to the Company's knowledge, these changes have been
reflected on statements of change in ownership on Form 4 on file
with the SEC. You may obtain these documents (when they become
available, as applicable) free of charge through the sources
indicated above.
Forward Looking Statements
This press release includes 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 guarantee that the proposed
transactions described in this press release will be completed, or
that they will be completed as currently proposed, or at any
particular time. Actual results may vary materially from those
expressed or implied by the statements here 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 presented 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 set forth herein should be read
considering such risks. Further, investors should keep in mind that
the Company’s financial results in any period may not be indicative
of future results. Communications Systems is under no obligation
to, and expressly disclaims any obligation to, update or alter its
forward-looking statements, whether because of new information,
future events, changes in assumptions or otherwise. In addition to
these factors, there are several additional factors, including:
- the conditions to the closing of
CSI-Pineapple merger transaction may not be satisfied; - the
occurrence of any other risks to consummation of the CSI-Pineapple
merger transaction, including the risk that the CSI-Pineapple
merger transaction will not be consummated within the expected time
period or any event, change or other circumstances that could give
rise to the termination of the CSI-Pineapple merger transaction; -
the CSI-Pineapple merger transaction has involved greater than
expected costs and delays and may in the future involve unexpected
costs, liabilities or delays; - the Company’s ability to sell its
other legacy operating business assets and its real estate assets
at attractive values; - there is no assurance that CSI will receive
any of the maximum $7.0 million earnout relating to the August 2,
2021 sale of CSI’s Electronics & Software Segment; - the
combined company will be entitled to retain ten percent of the net
proceeds of CSI legacy assets that are sold pursuant to agreements
entered into after the effective date of the merger; - risks that
the merger will disrupt current CSI plans and operations or that
the business or stock price of CSI may suffer as a result of
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 pre-CSI-Pineapple merger
cash dividends, if any, or the ultimate value of the Contingent
Value Rights that CSI intends to distribute to its shareholders
immediately prior to the closing of the CSI-Pineapple merger
transaction; and - the anticipated benefits of the proposed merger
transaction with Pineapple may not be realized in the expected
timeframe, or at all.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220320005028/en/
For Communications Systems, Inc.
Roger H. D. Lacey Executive Chair and Interim Chief Executive
Officer +1 (952) 996-1674
Mark D. Fandrich Chief Financial Officer +1 (952) 582-6416
mark.fandrich@commsysinc.com
The Equity Group Inc. Lena Cati Senior Vice President +1 (212)
836-9611 lcati@equityny.com
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