M&A - SONIM TECHNOLOGIES INC

Form Type: DEFA14A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000164117225018308

Filing Summary: Sonim Technologies, Inc. has filed a definitive additional materials proxy statement in relation to its upcoming Annual Meeting of Stockholders, set to discuss a proposed merger. The filing details the solicitation of proxies and provides essential information for stockholders on voting procedures, including a reminder for those who purchased shares through external agencies to contact the Sodali team for assistance with voting. Voting for the proxy closes on July 17, 2025. Due diligence is encouraged, with stockholders advised to thoroughly read the definitive proxy statement to inform their voting decisions regarding the proposed transaction, including possible risks and uncertainties associated with the merger, maintenance of stock exchange listing, and more. Forward-looking statements regarding strategic alternatives and anticipated transaction outcomes are also presented, highlighting the importance of understanding potential risks and factors influencing the deal's success.

Form Type: DEFA14A

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225017615

Filing Summary: On July 2, 2025, Sonim Technologies, Inc. announced that its Special Committee determined that an unsolicited proposal from Orbic North America, LLC was inferior to a previously announced Letter of Intent (LOI) with Social Mobile for the sale of substantially all of Sonim’s operating assets. The Special Committee, advised by financial experts, highlighted several reasons for their assessment: the Social Mobile deal promises greater transaction value without requiring third-party financing, hence more certainty of completion, whereas Orbic's proposal was identified as highly conditional and uncertain. Concerns regarding Orbic included their inadequate financial backing, high execution risks, a concerning legal history, and credibility issues stemming from a proxy-driven strategy. The Special Committee concluded that the Social Mobile LOI represents a superior alternative that maximizes stockholder value, urging stockholders to support this path forward.

Form Type: DEFA14A

Filing Date: 2025-06-27

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016901

Filing Summary: On June 27, 2025, Sonim Technologies, Inc. confirmed receipt of an unsolicited, non-binding proposal from Orbic North America, LLC to acquire substantially all of Sonim’s operating assets for $25 million. The proposal, dated June 26, 2025, stated that this offer would not prevent Sonim from proceeding with a currently planned Reverse Take Over (RTO) transaction with a US-based company focusing on Nvidia-based High-Performance Computing. The Board's Special Committee will assess the proposal with the assistance of legal and financial advisors, providing updates as more information becomes available. The communication serves as a proxy solicitation related to the 2025 Annual Meeting of Stockholders, encouraging stockholders to review Sonim's definitive proxy statement carefully for crucial information regarding the proposed transaction and voting decisions. The press release highlights potential benefits and necessary steps for approval, indicating that stockholder action is not required at this time.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016375

Filing Summary: On June 25, 2025, Sonim Technologies, Inc. announced via a press release that it has entered into a non-binding letter of intent with a privately held company regarding a potential business combination. This Target specializes in high-performance computing and data processing infrastructure for artificial intelligence. Any definitive agreement will depend on customary conditions, including approval from both companies' boards and stockholders, as well as other closing conditions. Sonim is also pursuing a strategy to either finalize this business combination or sell substantially all of its operating assets, though there is no guarantee that either transaction will be successfully negotiated or completed. The communication was identified as possibly soliciting material in connection with the upcoming 2025 Annual Meeting of Stockholders, and stockholders are encouraged to read the definitive proxy statement when available, which will contain crucial information regarding the proposed transaction.

Form Type: DEFA14A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000164117225016376

Filing Summary: On June 25, 2025, Sonim Technologies, Inc. announced the signing of a non-binding Letter of Intent (LOI) for a proposed reverse takeover (RTO) with a privately held company specializing in high-performance computing (HPC) and artificial intelligence (AI). The transaction aims to strategically combine businesses, giving stockholders of the Target a majority stake in the new entity, while Sonim stockholders would retain equity valued at $17.5 million. The Target is anticipated to be valued at approximately $300 million, pending a fairness opinion from an independent third party. Following the merger, it is expected that the new company will adopt a new corporate name and ticker symbol while maintaining its Nasdaq listing. Both this RTO and the sale of substantially all of Sonim's operating assets for $15 million (plus an additional $5 million earn-out) are aimed at maximizing stockholder value. The agreement is subject to customary conditions, including regulatory approval and a successful vote by Sonim stockholders.

Form Type: DEFA14A

Filing Date: 2025-06-18

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225015641

Filing Summary: On June 18, 2025, Sonim Technologies, Inc. provided an update regarding its strategic alternatives in response to an unsolicited acquisition proposal from Orbic North America, LLC. The Sonim Board formed a Special Committee to explore strategic options aimed at maximizing stockholder value. Significant developments include a signed Letter of Intent with Social Mobile for the sale of substantially all of Sonim’s operating assets for up to $20 million, with an additional potential earn-out of $5 million. Sonim is also pursuing a reverse takeover transaction, estimated to value the company at $15 million, which, in combination with the Social Mobile acquisition, may exceed the proposed value from Orbic. The document criticizes Orbic's approach, highlighting its financial instability and lack of substantive engagement, suggesting that Orbic's proposals are designed to derail Sonim's strategic process rather than fulfill a genuine acquisition intention. The Sonim Board urges stockholders to support its nominated directors at the upcoming Annual Meeting on July 18, 2025, using the WHITE proxy card to ensure the company continues on its path to enhance shareholder value.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225015247

Filing Summary: On June 16, 2025, Sonim Technologies, Inc. confirmed receipt of a non-binding unsolicited indication of interest from DOOGEE to acquire all outstanding shares of Sonim for $3.60 per share in cash. The Special Committee, which oversees the strategic alternatives process, stated it currently lacks sufficient details from DOOGEE regarding financing, strategic rationale, and execution capabilities. The Committee emphasized the need for more information to evaluate the proposal while also being focused on advancing their existing exclusive letter of intent for a reverse takeover. Mike Mulica, Chair of the Special Committee, highlighted the unsolicited interest as recognition of Sonim's underlying value but stressed the need for a disciplined evaluation process. Additional details on potential directors and participants in the proxy solicitation were also provided, along with forward-looking statements cautioning against reliance on these projections due to inherent risks and uncertainties in pursuing the proposed transaction.

Form Type: DEFA14A

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225013241

Filing Summary: On June 2, 2025, Sonim Technologies, Inc. announced the signing of a Letter of Intent (LOI) with Social Mobile for the potential acquisition of substantially all its assets. The proposed acquisition price is up to $20 million, which includes an earn-out of up to $5 million based on revenue targets. The LOI grants exclusivity to Social Mobile during negotiations and allows Sonim to explore reverse take-over (RTO) opportunities. The Special Committee of Sonim's Board emphasized that the acquisition represents a strategic opportunity to maximize shareholder value while advancing the company's technology offerings. The transaction is subject to customary closing conditions and approvals, and key highlights include defined structure, secured financing, and continued evaluation of RTO options. Both companies believe this acquisition will create synergies and enhance their ability to serve clients effectively.

Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225002578

Filing Summary: On April 3, 2025, Sonim Technologies, Inc. confirmed receiving an unsolicited non-binding proposal from Orbic North America, LLC to acquire all outstanding shares of Sonim for $4.00 per share in cash. The proposal is currently under review by a Special Committee of the Board established to evaluate such offers. The committee, consisting of independent directors, is consulting with legal and financial advisors to assess the proposal while considering all available strategic alternatives. Sonim's management emphasizes its commitment to maximizing shareholder value and states there is no guarantee that this evaluation will lead to a transaction. The company has also stated it will refrain from additional comments unless deemed necessary for shareholder interests.