Jensyn Acquisition Corp. (NASDAQ:JSYN) (“Jensyn” or the
“Company”), a company formed for the purpose of entering
into a merger, share exchange, asset acquisition or other similar
business combination with one or more businesses or entities, today
announced that it has signed a definitive agreement to enter into a
business combination with Peck Electric Co., the largest commercial
solar EPC (engineering - procurement - contracting) company in the
Northeast and ranked 60th in the USA by Solar Power World.
At the closing of the business combination, the
stockholders of Peck Electric Co. will exchange their shares in
Peck Electric Co. for 3,234,501 shares of Jensyn common stock
representing approximately 59% of Jensyn’s outstanding shares after
giving effect to the business combination. In addition, the
stockholders of Peck Electric Co. will be entitled to an additional
898,473 shares of Jensyn common stock if Jensyn’s adjusted EBITDA
is $5,000,000 or more for the twelve-month period following the
closing of the business combination or the closing price of
Jensyn’s common stock is $12.00 or more at any time during such
twelve-month period.
Upon the closing of the business combination,
Peck Electric Co. will become a wholly-owned subsidiary of the
Company that will be named “The Peck Company, Inc.” (“Peck”) whose
common stock is expected to be listed on The Nasdaq Capital Market
under the symbol "PECK.”
Jeffrey Peck is the CEO and second-generation
owner of the family business founded by his father Harvey Peck and
business partner Bernie Taylor in 1972. Diane (Peck) Cone and Neil
Cone owned and managed the business from 1982 until Jeffrey Peck
joined the business in the early 1990s. Jeffrey Peck said, “Our
47-year legacy began as an electrical contracting company serving
the needs of the Vermont community as the largest electrical
contractor in the State. Solar construction was a natural extension
of our capabilities and of our core values, but we strategically
entered the solar market only after solar arrays became a
profitable investment. Now that Wall Street is investing capital to
construct and own solar arrays as an asset class, it is the perfect
time for Peck to continue its journey as a public company in order
to serve the growing needs for renewable energy in other states
across the country.”
Fredrick (Kip) Myrick has been working at Peck
for over 30 years. He is the VP of Solar and responsible for
constructing the largest solar arrays in the State of Vermont. “Our
teams employ industry-leading construction methods and continue to
innovate and to increase efficiency. Our immediate and scalable
access to skilled, Union workforce in other States at competitive
rates is a unique advantage for our growth trajectory that allows
us to control our operating costs.”
Peck is on target for record-breaking results
this year with a pipeline of commercial solar projects across the
Northeast. The growth strategy will also include M&A to expand
capabilities, geographic reach, and cash-flow. “We are excited
about new opportunities for growth as well as new relationships
with investors as we now open our profitable family company to
public shareholders that want to be a part of our journey.” said
Jeffrey Peck.
The closing of the business combination is
subject to a number of conditions, including the approval of
Jensyn’s Board of Directors and stockholders, and Jensyn’s
reasonable satisfaction with the results of its due diligence
investigation of Peck.
The senior management of Peck will replace
Jensyn’s existing management team following the closing of the
business combination.
Exit Strategy Partners, LLC has acted as an
advisor to Jensyn in connection with the proposed business
combination and introduced Peck Electric Co. to Jensyn.
About Peck Electric Co.
Peck Electric Co. (South Burlington, Vermont) is a
2nd-generation family business founded in 1972 and rooted in values
that align people, purpose, and profitability. Ranked by Solar
Power World as the largest commercial solar contractor in the
Northeast and one of the largest in USA, Peck Electric Co.
provides engineering, procurement and contracting (EPC) services to
solar energy customers for projects ranging in size from several
kilowatts for residential loads to multi-megawatt systems for large
commercial and public works projects. Peck Electric Co. has
installed over 100MW of solar systems since inception and is
focused on profitable growth opportunities. Please visit
www.peckelectric.com for additional information.
About Jensyn Acquisition
Corp.
Jensyn Acquisition Corp. is a blank check
company formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United Stated Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical facts, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
“expects”, “believes”, “anticipates”, “intends”, “estimates”,
“seeks” and variations and similar words and expressions are
intended to identify such forward-looking statements. Such
forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Jensyn, Peck Electric Co. and the combined company
after completion of the proposed business combination, are based on
current expectations that are subject to risks and uncertainties. A
number of factors could cause actual events, performance or results
to differ materially from the events, performance and results
discussed in the forward-looking statements. These factors include,
but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
business combination agreement relating to the proposed business
combination; (2) the outcome of any legal proceedings that may be
instituted against Jensyn, Peck Electric Co. or others following
announcement of the business combination agreement and transactions
contemplated therein; (3) the inability to complete the
transactions contemplated by the business combination agreement due
to the failure to obtain approval of the stockholders of Jensyn or
other conditions to closing in the business combination agreement;
(4) delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete the transactions
contemplated by the business combination agreement; (5) the risk
that the proposed transaction disrupts current plans and operations
as a result of the announcement and consummation of the
transactions described herein; (6) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the combined company to grow and manage growth profitably, maintain
relationships with suppliers and obtain adequate supply of products
and retain its key employees; (7) costs related to the proposed
business combination; (8) changes in applicable laws or
regulations; (9) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive
factors and not achieve projected results; and (10) other risks and
uncertainties indicated from time to time in the proxy statements
relating to the proposed business combination, including those
under “Risk Factors” therein, and other filings with the United
States Securities and Exchange Commission (“SEC”) by Jensyn.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made,
and Jensyn and Peck Electric Co. undertake no obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Additional Information about the
Business Combination and Where to Find It
In connection with the proposed business
combination, Jensyn intends to file with the SEC a preliminary
proxy statement. When completed, Jensyn will mail a definitive
proxy statement and other relevant documents to its stockholders in
connection with its solicitation of proxies for the special meeting
of stockholders to be held to approve the proposed business
combination and related transactions. This press release does not
contain all the information that should be considered concerning
the proposed business combination. It is not intended to provide
the basis for any investment decision or any other decision in
respect to the proposed business combination. Jensyn stockholders
and other interested persons are advised to read, when available,
the preliminary proxy statement, the amendments thereto, and the
definitive proxy statement in connection with Jensyn’s solicitation
of proxies for the special meeting to be held to approve the
proposed business combination, as these materials will contain
important information about Peck Electric Co., Jensyn and the
proposed business combination. The definitive proxy statement will
be mailed to stockholders of Jensyn as of a record date to be
established for voting on the business combination agreement and
related transactions. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC’s Internet site at http://www.sec.gov, or by directing a
request to: Jensyn Acquisition Corp., 800 West Main Street, Suite
204, Freehold, New Jersey 07728, attention: Jeffrey J. Raymond,
1-888-536-7965.
Jensyn and its directors and executive officers
and Peck Electric Co. and its stockholders and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Jensyn in connection with the proposed
business combination. Information regarding the special interests
of these directors, members and executive officers in the business
combination will be included in the proxy statement referred to
above. Additional information regarding the directors and executive
officers of Jensyn is also included in the Annual Report on Form
10-K for the year ended December 31, 2017, which is available
free of charge at the SEC web site (www.sec.gov) and at the address
described above and will also be contained in the definitive proxy
statement for the proposed business combination) when
available.
Contact:
Jeffrey RaymondPresident and Chief Executive
OfficerJensyn Acquisition Corp.+1 (888)
536-7965jeff.raymond@jensyn.comwww.jensyn.com
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