UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §
240.14a-12 |
B. RILEY PRINCIPAL MERGER CORP. II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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On
June 24, 2020, B. Riley Principal Merger Corp. II (“B. Riley”)
issued the following press release announcing it executed a letter
of intent with Eos Energy Storage LLC (“EOS”) for a business
combination transaction which would result in EOS becoming a
publicly listed company.
B. Riley Principal Merger Corp. II and Eos Energy Storage
Announce Letter of Intent for Business Combination
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Proposed transaction to result in
Eos becoming a publicly listed company |
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BRPM II-Eos combination would
accelerate growth of Eos’ scalable, low-cost, clean battery
technology as a disruptive solution to address domestic and
international energy storage market needs |
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Investor call scheduled on
Thursday, June 25, 2020 at 10:00 am ET |
NEW YORK and EDISON, NJ, 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
Investors
Daniel Shribman
dshribman@brileyfin.com
(212) 457-3300
Media
Jo Anne McCusker
press@brileyfin.com
(646) 885-5425
For Eos Energy Storage
Amy Gould
ir@eosenergystorage.com
(732) 852-5722
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