Wednesday, June 19, 2019 5:27:27 PM
Jensyn Acquisition Corp. Stockholders Approve Business Combination with Peck Electric Co.
GlobeNewswire•June 19, 2019
Freehold, New Jersey, June 19, 2019 (GLOBE NEWSWIRE) -- Jensyn Acquisition Corp. (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.
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