Jensyn Acquisition Corp. (NASDAQ: JSYN) (“Jensyn”), a Special
Purpose Acquisition Company (SPAC) and Peck Electric Co., a leading
commercial solar engineering, procurement and construction (EPC)
company, today announced that the business combination was
overwhelmingly approved by Jensyn’s stockholders. The transaction
is expected to close on June 20, 2019 subject to the satisfaction
of customary closing conditions.
At the Special Meeting, more than 87% of the
issued and outstanding shares which voted were in favor of the
business combination.
Upon 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.
Consistent with the terms of the business
combination, at the closing, Peck Electric Co. will become a
wholly-owned subsidiary of Jensyn that will be named “The Peck
Company Holdings, Inc.” (“Peck”) whose common stock is expected to
be listed on The Nasdaq Capital Market under the symbol "PECK.”
Commenting on the vote from Peck Electric Co.,
Jeffrey Peck, Chief Executive Officer stated: “Today marks an
exciting and important milestone for Peck Electric, as stockholders
of Jensyn approved the business combination. We believe this
approval reflects their recognition and understanding of our
history of profitable growth and that we are uniquely positioned to
bring more clean, renewable energy online and capitalize on the
significant growth opportunities across the Northeast and other key
solar installation markets. We look forward to executing on
our growth strategy as a publicly traded company and delivering
profitable growth to our stockholders.”
Remarking from Jensyn, Jeffrey J. Raymond,
President, CEO and Director, stated: “We are very pleased to
announce stockholders’ approval of our business combination with
Peck Electric Co. – the leading solar EPC in the Northeast and one
of the largest in the U.S. Peck Electric has installed some
of the largest commercial and utility-scale solar arrays in the
state of Vermont and is poised to scale its profitable business
through rapid expansion to other states throughout the
Northeast. We look forward to partnering with Peck Electric
as a publicly traded company and helping them achieve their
business objectives and deliver shareholder value.”
The senior management of Peck will replace
Jensyn’s existing management team following the closing of the
business combination. Jeff Peck will serve as the Company’s
CEO.
About Peck Electric Co.
Headquartered in South Burlington, VT, Peck
Electric Co. 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 U.S., Peck
Electric Co. provides engineering, procurement and construction
(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 satisfy 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 filed with the SEC and mailed to stockholders a
definitive proxy statement and other relevant documents in
connection with its solicitation of proxies for the special meeting
of stockholders that was 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 the definitive
proxy statement as these materials contain important information
about Peck Electric Co., Jensyn and the proposed business
combination. Stockholders may obtain copies of the proxy
statement, without charge, 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.
Media Contact:Cory
ZiskindICRcory.ziskind@icrinc.com646-277-1232
Investor Contact:Michael
CallahanICRmichael.callahan@icrinc.com203-682-8311
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