NEW YORK and EDISON, N.J., June 24,
2020 /PRNewswire/ -- B. Riley Principal Merger Corp. II
(NYSE: BMRG, BMRG WS, BMRG.U) ("BRPM II"), a special purpose
acquisition company sponsored by an affiliate of B. Riley
Financial, Inc. (NASDAQ: RILY) ("B. Riley Financial"), and
privately held Eos Energy Storage LLC ("Eos") today announced they
have executed a letter of intent ("LOI") for a business combination
transaction ("transaction") which would result in Eos becoming a
publicly listed company.
Founded in 2008, Eos Energy Storage is an established provider
of long-duration energy storage focused on providing a domestic
solution to a global need: low-cost, safe, and environmentally
friendly energy storage. Eos has proven its technology over a
ten-year period of testing, development, deployment, and operation,
and is focused on accelerating the growth of clean energy in
the United States by deploying
large scale storage solutions that deliver reliable and
cost-competitive power in a safe and environmentally sustainable
way. The Eos Aurora® system is designed to meet the requirements of
the grid-scale energy storage market using Eos' patented aqueous,
zinc-powered battery technology to offer a safe, scalable, fully
recyclable and sustainable alternative to lithium-ion battery
power. Its patented Znyth® technology requires just five core
commodity materials – all of which are Earth-abundant, non-conflict
minerals, and are 100% recyclable. Eos' battery is non-flammable
and does not require any moving parts or pumps, which allows for
simple upkeep and market-leading low-cost operations.
The proposed transaction would provide Eos with access to new
capital to help fund the rapid growth of its corporate strategy,
which includes the expansion of its manufacturing capacity to meet
customer demand, investment in personnel to further drive research
and development (R&D) and commercialization, in addition to
general corporate purposes.
"We are pleased to work towards bringing our stockholders this
unique opportunity to participate in the rapid growth and expansion
of a leading domestic energy storage business," said Dan Shribman, CEO of BRPM II, and Chief
Investment Officer of B. Riley Financial. "We view the proposed
combination of BRPM II and Eos to be a compelling transaction that
would provide Eos with the necessary capital to support the
expansion of its capital-efficient and scalable solution. Having
followed Eos for several years, we believe now is the ideal time
for management to unlock the full potential of a truly disruptive
solution to address a clear need in the global energy storage
market."
Eos is led by a team of professionals with deep scientific,
regulatory and operating experience across the energy value chain.
Joe Mastrangelo, Eos' Chief
Executive Officer, is a 25-year General Electric ("GE") veteran who
has both traditional and renewable energy experience, and served as
president and CEO of Gas Power Systems for GE's Power division.
Russ Stidolph, Chairman of the Eos
Board of Directors, is founder and Managing Director of AltEnergy
LLC, a private equity firm focused on alternative energy
investing.
"Our Board of Directors is pleased to advance the process
towards combining with B. Riley Principal Merger Corp. II," said
Russ Stidolph, Chairman of the Eos
Board of Directors. "The global energy storage ecosystem is
expected to grow with a CAGR of 20% over the next 20 years. The
current market is primarily served by lithium ion batteries
manufactured in China and
South Korea – and with our
zinc-based system offering a safer, greener, and less expensive
solution, it is our strong belief that Eos is poised for
significant long-term growth and material cash flow
generation."
Eos has secured over $160 million
of invested capital to date from key strategic and financial
investors, including AltEnergy, Holtec International, Reservoir
Capital Group, Generation Capital, Ospraie Management, Ace &
Company, Fisher Brothers, and Prisma Energy Solutions, among
others.
"A transaction with BRPM II would be a natural next step in Eos'
growth from an R&D focused organization to one focused on mass
commercialization and scaled manufacturing," said Joe Mastrangelo, Chief Executive Officer of Eos.
"Bryant Riley, Dan Shribman, and the B. Riley team have a
proven track record in leading successful SPAC transactions, as
well as extensive experience in public markets, and we believe that
this proposed combination would enhance Eos' ability to provide
flexible solutions to our customers while creating value for our
current and future stakeholders and partners."
Eos maintains a significant pipeline of new customers focused on
large-scale grid-connected storage projects and smaller-scale
commercial and industrial deployments of its energy storage
systems. It has deployed its energy storage solutions on three
continents and has demonstrated an ability to satisfy multiple use
cases while performing in extreme temperature conditions without
the need for any supplemental air-conditioning. Eos has a
market-ready product today and an established manufacturing
platform in place that is ready to scale to meet market demand.
Transaction Overview
The transaction contemplates a
pre-money valuation for Eos of approximately $290 million. The proposed transaction with BRPM
II would provide Eos with approximately $225
million of additional new equity financing, including
$50 million of proceeds from a fully
backstopped PIPE by B. Riley Financial, assuming no public
shareholders of BRPM II exercise their redemption rights at
closing. The proposed transaction is expected to be completed in
the fourth quarter of 2020, subject to, among other things, the
negotiation and execution of a definitive agreement providing for
the transaction, the approval by BRPM II's shareholders,
satisfaction of the conditions stated in the LOI and other
customary closing conditions. Accordingly, there can be no
assurance that a definitive agreement will be entered into or that
the proposed transaction will be consummated.
Conference Call Information
B. Riley Principal Merger
Corp. II and Eos will host a joint investor conference call to
discuss the proposed transaction on Thursday, June 25, 2020 at 10:00 am ET.
To listen to the prepared remarks, participants can join the
online webcast by accessing this link or by dialing
(toll-free) +1-877-451-6152.
A replay will be available online and by phone
+1-844-512-2921, 13706023 (pin) through July
2, 2020.
About Eos Energy Storage LLC
At Eos, we are on a
mission to accelerate clean energy by deploying stationary storage
solutions that can help deliver the reliable and cost-competitive
power that the market expects in a safe and environmentally
sustainable way. Armed with a patent for a membrane-free zinc
battery technology, Eos has been pursuing this opportunity since
2008 when it was founded. Eos Energy Storage has 10+ years of
experience in battery storage testing, development, deployment, and
operation. The Eos Aurora® system integrates its aqueous, zinc
battery technology (Znyth®) to provide a safe, scalable, and
sustainable alternative to lithium ion. For more information, visit
https://eosenergystorage.com.
About B. Riley Principal Merger Corp. II
B. Riley
Principal Merger Corp. II (NYSE: BMRG, BMRG WS, BMRG.U) ("BRPM II")
is a blank check company incorporated for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar business combination with
one or more businesses, and is sponsored by an affiliate of B.
Riley Financial, Inc. (NASDAQ: RILY). BRPM II is focused on
pursuing a business combination with established businesses with an
aggregate enterprise value of approximately $400 million to $1
billion that would benefit from access to public markets and
the operational and strategic expertise of B. Riley's management
team and board of directors. For more information, visit
https://brileyfin.com/principalmergercorp.
Additional Information and Where to Find It
If a
legally binding definitive agreement is entered into, a full
description of the terms of the transaction will be provided in a
proxy statement for the stockholders of BRPM II (the "Transaction
Proxy Statement"), to be filed with the U.S. Securities and
Exchange Commission (the "SEC"). BRPM II urges investors,
stockholders and other interested persons to read, when available,
the preliminary Transaction Proxy Statement as well as other
documents filed with the SEC because these documents will contain
important information about BRPM II, the potential target company
and the transaction. The definitive Transaction Proxy Statement
will be mailed to stockholders of BRPM II as of a record date to be
established for voting on the proposed transaction.
Investors and security holders of BRPM II are advised to read,
when available, the preliminary Transaction Proxy Statement and the
definitive Transaction Proxy Statement, and any amendments thereto,
because these documents will contain important information about
BRPM II and the proposed Transaction. The definitive Transaction
Proxy Statement will be mailed to BRPM II's stockholders of record
as of a record date to be established for the special meeting of
stockholders relating to the proposed Transaction. Stockholders
will also be able to obtain copies of the Transaction Proxy
Statement, without charge, once available, at the SEC's website at
www.sec.gov or by directing a request to: B. Riley FBR, Inc., 299
Park Avenue, 21st Floor, New York, New
York 10171, by telephone at (800) 846-5050 or by email at
prospectuses@brileyfbr.com.
Forward Looking Statements
Certain statements made in
this release are "forward looking statements" within the meaning of
the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this
release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
BRPM II's control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include: the inability of BRPM II to enter into
a definitive agreement with respect to the proposed business
combination with Eos or to complete the contemplated transaction;
matters discovered by BRPM II or Eos as they complete their
respective due diligence investigation of the other; the risk that
the approval of the stockholders of BRPM II for the potential
transaction is not obtained; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the amount of funds
available in BRPM II's trust account following any redemptions by
BRPM II stockholders; the ability to meet NYSE's listing
requirements following the consummation of the transaction; costs
related to the proposed transaction; and those factors discussed in
BRPM II's registration statement for the initial public offering
filed with the SEC. BRPM II does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Participants in the Solicitation
BRPM II and its
directors and executive officers may be considered participants in
the solicitation of proxies with respect to the transaction
described herein under the rules of the SEC. Information about the
directors and executive officers of BRPM II and a description of
their interests in BRPM II will be contained in the Transaction
Proxy Statement when it is filed with the SEC. This document can be
obtained free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the transaction and
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of BRPM II, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a definitive document.
Contacts:
For B. Riley
Principal Merger Corp. II
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Investors
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Media
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Daniel
Shribman
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Jo Anne
McCusker
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dshribman@brileyfin.com
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press@brileyfin.com
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(212)
457-3300
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(646)
885-5425
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For Eos Energy
Storage
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Amy Gould
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ir@eosenergystorage.com
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(732)
852-5722
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SOURCE B. Riley Principal Merger Corp. II; Eos Energy Storage
LLC