MINNETONKA, Minn.–(BUSINESS WIRE)–Communications Systems, Inc. (Nasdaq: JCS) (“CSI” or the “Visitor”) today highlighted steps to enhance the composition of its board of directors post-obit the closing of the proposed merger with Pineapple Free energy LLC (“Pineapple”). Following the completion of the proposed merger with Pineapple, CSI will be renamed “Pineapple Holdings, Inc.” (“Pineapple Holdings”), will merchandise under the new Nasdaq ticker symbol “PEGY,” and will exist focused on the growing home solar industry, primarily operating through its Hawaii Free energy Connection and E-Gear subsidiary businesses.
The CSI post-merger board of directors will be comprised of seven members, four of whom will be independent directors. To heighten the post-merger board, Pineapple and CSI have agreed on the add-on of Marilyn Adler and Tom Holland to the board concurrently with the closing of the merger.
Roger Lacey, CSI’south Executive Chair and Interim CEO stated, “Ms. Adler and Mr. Holland bring more than sixty years of combined feel in finance and the residential solar industry. We are excited to exist calculation their talents to the postal service-closing board and we look forward to leveraging their deep business, management and manufacture experience. The identification of Ms. Adler and Mr. Kingdom of the netherlands for the post-closing board is just one of the steps CSI and Pineapple have taken to position the postal service-endmost company for success. The mail-closing board and direction team will implement Pineapple’s strategy to capitalize on the growing demand for consumer energy solutions by providing homeowners with an end-to-end portfolio of product offerings spanning energy secure solar, bombardment storage, electric vehicle connections, and managed filigree services via organic growth and strategic acquisitions.”
Kyle Udseth, Co-Founder and CEO of Pineapple noted, “Every bit we prepare to ‘hit the basis running’ subsequently the proposed merger closes, the highly experienced management squad and diverse board of directors post-closing will help us pursue our objective of transforming Pineapple Holdings into one of the largest rooftop solar and storage companies in the U.South.”
A special meeting of CSI shareholders has been scheduled for Wednesday, March 16, 2022, at x:00 a.m. Central Time to vote on the proposed Pineapple merger transaction, amidst other things. Start on Feb 4, 2022, the notice of the special coming together and a proxy statement/prospectus was sent to CSI shareholders as of the January 27, 2022 tape engagement.
Post-Closing Board of CSI (Pineapple Holdings)
Kyle Udseth, Co-Founder and Chief Executive Officer of Pineapple, who previously served in multiple executive roles at leading national residential solar companies SunRun and Sunnova.
Executive Chairman of the CSI board of directors, who also served as CSI’due south primary executive officer or acting chief executive officer from Feb 2015 through November 30, 2020 and from August 2, 2021 until the present. Mr. Lacey has served as a CSI director since 2008. Previously he served in executive positions at 3M Company, a multinational industrial and consumer products company.
Scott Honour, Managing Partner of Northern Pacific Group, a Wayzata, Minnesota based private equity house, where he has served since 2012. Northern Pacific is a pregnant investor in Pineapple Energy. Previously, he was a Senior Managing Manager of The Gores Group, a Los Angeles based individual disinterestedness firm, and before that was an investment banker at UBS Warburg and Donaldson, Lufkin & Jenrette.
Marilyn Adler (independent director), founder of Mizzen Uppercase, a individual credit fund, and has been a Managing Partner there since March 2019. Prior to launching Mizzen, Ms. Adler held senior direction roles with several Pocket-sized Business Investment Company funds. Prior to that, she worked in the fixed income group at Teachers Insurance and Annuity Association, a Fortune 100 fiscal services organization, and before that was an investment banker at Donaldson, Lufkin & Jenrette. Ms. Adler earned an MBA from The Wharton School of the University of Pennsylvania in 1991 and a BS with distinction from Cornell University in 1987.
Tom Kingdom of the netherlands
(independent director), Chief Operating Officer of Homebound Inc., a California-based housing company. Previously, he had two stints every bit a partner with management consultant Bain & Company, from 2018 to 2021 and 1989 to 2013. Holland also has significant operating experience: he was the CEO of Century Snacks, LLC, a California-based food manufacturing company, and was COO and subsequently President of SunRun Inc., an industry leading provider of residential solar panels and habitation batteries. Mr. Holland holds a B.S. in Civil Engineering science from the Academy of California, Berkeley and an M.B.A. from the Stanford Graduate School of Business concern.
Randall Sampson (independent managing director), CSI managing director since 1999 and lead independent director since December 2018. Since 1994, Mr. Sampson has been the president, chief executive officeholder, and a board member of Canterbury Park Holding Corporation (Nasdaq: CPHC), which owns and operates Canterbury Park Racetrack and Carte du jour Casino in Shakopee, Minnesota.
Michael Zapata (independent director), director of CSI since June 2020. Mr. Zapata has led Schmitt Industries, Inc. (Nasdaq: SMIT) since December 2018. Mr. Zapata is besides the founder and Managing Member of Sententia Majuscule Management, LLC, an investment management firm. Prior to Sententia, Mr. Zapata served most 10 years in the U.South. Navy.
Nearly Communications Systems, Inc.
Communications Systems, Inc. (Nasdaq: JCS), has operated as an IoT intelligent edge products and services visitor. For more information regarding CSI, please run across www.commsystems.com.
No Offer or Solicitation
This printing release is not intended to and shall not institute an offer to buy or sell or the solicitation of an offering to buy or sell any securities, or a solicitation of whatever vote or blessing, nor shall there be whatsoever sale of securities in whatsoever jurisdiction in which such offer, solicitation or sale would exist unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Department 10 of the U.Due south. Securities Human action of 1933, every bit amended.
Additional Information and Where to Find It; Participants in the Solicitation
In connection with the proposed merger transaction with Pineapple, CSI filed a registration argument on Form S-4 (File No. 333-260999) with the Securities and Exchange Commission (SEC) on November 12, 2021 (as amended, the “Registration Argument”). The Registration Statement includes a proxy statement/prospectus, and was declared effective by the SEC on Feb iii, 2022. Beginning February 4, 2022, a re-create of the proxy statement/prospectus dated February 3, 2022 was sent to CSI shareholders equally of the close of business concern on Jan 27, 2022, the record date established for the special meeting of CSI shareholders.
CSI URGES INVESTORS, SHAREHOLDERS AND OTHER INTERESTED PERSONS TO READ THE REGISTRATION Argument AND PROXY Statement/PROSPECTUS, AND Any AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS TO Exist FILED WITH THE SEC IN Connectedness WITH THE MERGER Because THEY Volition CONTAIN IMPORTANT Data.
The Registration Statement, preliminary and definitive proxy argument/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 complimentary of charge under the “Financial Reports” tab of the Investors Relations department of our website at www.commsystems.com or by directing a asking to: Communications Systems, Inc., 10900 Cherry-red Circle Drive, Minnetonka, MN 55343. The contents of the CSI website is not deemed to be incorporated by reference into this printing release, the Registration Statement or the proxy statement/prospectus. The documents reports that CSI files with or furnishes to the SEC are (or, when filed, volition be) bachelor costless of accuse 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 blessing 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 up 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 Visitor’southward securities have changed from the amounts disclosed in such filing, to the Company’s cognition, 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) gratuitous of charge through the sources indicated above.
Forwards Looking Statements
This printing release includes certain frontward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future fiscal performance, time to come growth and hereafter acquisitions. These statements are based on Communications Systems’ current expectations or behavior and are subject to doubtfulness and changes in circumstances. In that location can be no guarantee that the proposed transactions described in this document will exist completed, or that they volition be completed equally currently proposed, or at any particular time. Actual results may vary materially from those expressed or unsaid by the statements hither due to changes in economic, business, competitive or regulatory factors, and other risks and uncertainties affecting the functioning of Communications Systems’ business. These risks, uncertainties and contingencies are presented in the Company’s Annual Report on Class 10-One thousand and, from fourth dimension to time, in the Company’southward other filings with the Securities and Exchange Commission. The data set up along herein should be read considering such risks. Further, investors should go along in listen that the Company’south financial results in any catamenia 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, futurity events, changes in assumptions or otherwise. In add-on to these factors, in that location are several additional factors, including:
- conditions to the closing of CSI-Pineapple merger transaction may not be satisfied;
- the occurrence of whatsoever other risks to consummation of the CSI-Pineapple merger transaction, including the risk that the CSI-Pineapple merger transaction will not exist consummated within the expected time period or whatever event, change or other circumstances that could requite 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’southward ability to successfully sell its other legacy operating business assets and its real estate avails at a value shut to their current fair market value and distribute these gain to its existing shareholders;
- upwardly to $7.0 million of the buy price for the August 2, 2021 sale of CSI’s Electronics & Software Segment was structured in the course of an earnout based on revenues generated past Lantronix in the 360 days following closing, and at that place is no guaranty that sufficient revenues volition be recognized for the earnout to be paid to the Visitor;
- the fact that the standing CSI-Pineapple entity will be entitled to retain ten per centum of the net proceeds of CSI legacy assets that are sold pursuant to agreements entered into after the effective engagement of the CSI-Pineapple merger transaction;
- risks that the CSI-Pineapple merger transaction will disrupt electric current CSI plans and operations or that the concern 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 however determine the exact amount and timing of whatever boosted pre-CSI-Pineapple merger cash dividends, if whatever, 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.
For Communications Systems, Inc.
Roger H. D. Lacey
Executive Chair and Interim Master Executive Officeholder
+1 (952) 996-1674