M&A - AJP Holding Company, LLC

Form Type: DFAN14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025062266

Filing Summary: AJP Holding Company, LLC and Orbic North America, LLC have submitted an open letter to shareholders of Sonim Technologies, Inc., urging them to support their nominated slate of directors at the upcoming Annual Meeting scheduled for July 18, 2025. The letter criticizes the current board for declining a superior acquisition offer that would provide a significant premium to shareholders, while suggesting that the board is acting to protect its own interests. The proposed acquisition would represent a 66.7% premium over a competing proposal by Social Mobile. The letter raises concerns about Sonim's management, citing a 74.94% decline in stock price over the preceding three months and highlights issues with stockholder communication and the urgency for leadership change. AJP and Orbic assert that their nominees will better serve stockholder interests and are prepared to engage in negotiations for the acquisition of Sonim’s assets. They emphasize the critical importance of stockholders' votes for achieving a transformative shift in governance and unlocking value for shareholders.

Form Type: DFAN14A

Filing Date: 2025-07-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025062105

Filing Summary: AJP Holding Company, LLC, along with Orbic North America, LLC, has submitted a definitive proxy statement regarding their acquisition bid for Sonim Technologies, Inc. The document outlines Orbic's concerns about Sonim's Special Committee's engagement with Orbic on a revised offer made to acquire substantially all of Sonim’s assets. Orbic claims their offer includes a significant premium over the current terms offered by Social Mobile. Despite multiple attempts to initiate dialogue, Sonim's board has allegedly mischaracterized Orbic's offer and refrained from negotiations, citing exclusivity with Social Mobile. The revised offer from Orbic suggests a 66.7% premium compared to Social Mobile's initial closing amount. Concerns were raised by Orbic regarding Sonim's lack of transparent information about the potential value created for shareholders through the proposed transactions with Social Mobile. Additional stock offerings by Sonim have reportedly resulted in stockholder value decline, alongside a stock price drop of approximately 38%. The document notes AJP and Orbic’s intention to file further communication to reinforce their position regarding the acquisition.

Form Type: DFAN14A

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025058306

Filing Summary: On June 26, 2025, Orbic North America, LLC proposed an asset purchase to acquire substantially all assets of Sonim Technologies, Inc. for $25 million, translating to a price per share of $2.418. The proposal is non-binding and is supported by a $50 million financing commitment. Orbic, alongside AJP Holding Company, LLC, owns approximately 19% of Sonim's common stock. The proposal allows Sonim to continue with a previously announced Reverse Take-Over transaction. This press release is part of the solicitation material for the 2025 Annual Meeting of Stockholders, wherein AJP Holding Company, LLC and Orbic North America, LLC are participants in the proxy solicitation process. Interested stockholders are advised to read the definitive proxy statement filed with the SEC.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025058383

Filing Summary: AJP Holding Company, LLC, along with Jeffrey Wang, Orbic North America, LLC, Ashima Narula, and Parveen Narula, filed Amendment No. 12 to their Schedule 13D on June 26, 2025, concerning their ownership of common stock in Sonim Technologies Inc. The amendment reports a non-binding proposal to acquire substantially all of Sonim Technologies' assets for $25 million. This acquisition proposal is subject to the terms and conditions mentioned in the attached financing commitment letter from Capstone Project Finance, LLC. Additionally, AJP and Orbic issued a letter to Sonim stockholders encouraging them to support their independent nominees for the upcoming Annual Meeting on July 18, 2025. The amendment corrects previous reports concerning share ownership and reflects beneficial ownership calculations based on the company's proxy statement filed on June 18, 2025.

Form Type: DEFN14A

Filing Date: 2025-06-24

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025057305

Filing Summary: AJP Holding Company, LLC has filed a definitive proxy statement in anticipation of the 2025 Annual Meeting of Stockholders for Sonim Technologies, Inc., scheduled for July 18, 2025. The AJP/Orbic Parties are nominating five director candidates to the Board of Directors, citing the need for change and better strategic direction at Sonim. Despite substantial financial losses and declining stock value, Sonim's management has been slow to act for stockholder benefit. The AJP/Orbic Parties have made offers to acquire outstanding common stock but claim that Sonim is not engaging effectively. Concerns are raised regarding a proposed asset sale to Social Mobile and an unnamed reverse merger candidate, which the AJP/Orbic Parties believe undervalues Sonim and lacks transparency. Their ultimate goal is to protect stockholder interests and enhance shareholder value through new board members who will negotiate effectively with potential acquirers like Orbic.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025045072

Filing Summary: AJP Holding Company, LLC, along with other reporting persons, has filed this Amendment No. 9 to Schedule 13D, reflecting updates regarding their beneficial ownership of common stock in Sonim Technologies, Inc. The filing outlines that Orbic North America, LLC has submitted a revised non-binding proposal to acquire Sonim Technologies for a cash price of $1.81 per share. This proposal is to be funded using cash on hand and financing from Capstone Project Finance, LLC. The filing notes that beneficial ownership computations are updated based on the latest information from Sonim's reports. Detailed information on ownership percentages and beneficial interest of shares leading to potential multiple reporting under SEC rules is provided, explaining involvement of key individuals such as Jeffrey Wang and Parveen Narula.

Form Type: PRRN14A

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025037151

Filing Summary: On January 10, 2025, Orbic North America, LLC entered into a preliminary agreement with AJP Holding Company, LLC to purchase 973,173 shares of Sonim Technologies, Inc. These shares were initially acquired by AJP in 2022. The agreement aims to facilitate discussions for a strategic business combination with Sonim, focusing on operational synergies. A special committee was formed by Sonim to explore strategic alternatives. AJP and Orbic expressed concerns over Sonim's lack of engagement, leading to a formal proposal on March 31, 2025, for a cash purchase of Sonim shares at $4.00 each. After Sonim rejected their nominations for board seats on April 7, AJP and Orbic contested this decision. They subsequently filed a complaint against Sonim in Delaware Court seeking to enforce their rights to nominate directors and alleging breaches of fiduciary duties by Sonim's Board. The document highlights the participants' intent to transform Sonim's leadership to enhance stockholder value and address financial underperformance.

Form Type: PREC14A

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025032622

Filing Summary: AJP Holding Company, LLC, along with Orbic North America, LLC and several nominees, is soliciting proxies for the upcoming 2025 Annual Meeting of stockholders of Sonim Technologies, Inc. The solicitation stems from a perceived lack of engagement from Sonim’s current Board regarding a potential strategic business combination and dissatisfaction with the company’s direction and financial performance. AJP and Orbic have proposed to acquire Sonim in a business combination, offering a cash purchase price of $4.00 per share for stockholders. The proposal includes nominating five individuals with strong qualifications to Sonim’s Board of Directors, which the AJP/Orbic Parties believe is essential for the company’s turnaround. Despite a submission of nominees, Sonim's Board rejected the nominations, claiming they were deficient. AJP and Orbic view the rejection and the ongoing situation as requiring legal action to ensure stockholder rights are upheld and to challenge the current Board’s entrenchment tactics. The AJP/Orbic parties are committed to ensuring stockholders have a choice and voice in the company's leadership, emphasizing the necessity of change for enhancing stockholder value and addressing the company’s recent poor financial performance, including a significant net loss reported in 2024.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026465

Filing Summary: On March 31, 2025, AJP Holding Company, LLC and its associated parties, including Jeffrey Wang, Orbic North America, LLC, Ashima Narula, and Parveen Narula, filed Amendment No. 5 to Schedule 13D concerning their ownership of common stock of Sonim Technologies Inc. This amendment details a non-binding proposal submitted by Orbic to acquire Sonim Technologies Inc., with an offer for a cash purchase price of $4.00 per share. Additionally, a Books and Records Demand was submitted by Orbic to Sonim's Board of Directors, which is intended to review the company's records connected to shareholder interests, particularly in relation to the upcoming annual stockholder meeting.