CAMPBELL, Calif. & NEWPORT BEACH, Calif.–(BUSINESS WIRE)–Tigo Vitality, Inc. (“Tigo”), a number one supplier of clever photo voltaic and power storage options, and Roth CH Acquisition IV Co. (NASDAQ: ROCG) (“Roth CH IV” or “ROCG”), a publicly-traded particular function acquisition firm with $117 million held in belief, as we speak introduced the signing of a definitive settlement for a enterprise mixture that’s anticipated to end in Tigo changing into a public firm. Upon closing of the transaction, topic to approval by ROCG’s stockholders and different customary necessities, the mixed firm will probably be named “Tigo Vitality, Inc.” (the “Firm”) and is predicted to record on NASDAQ beneath the ticker image “TYGO.” Present Tigo CEO and Chairman, Zvi Alon, will proceed to steer the Firm together with the present administration group, and current Tigo stockholders will roll 100% of their fairness into the Firm. The transaction is predicted to shut within the second quarter of 2023.
Tigo has served the photo voltaic power trade with superior energy electronics since 2007; thus far, it has secured a portfolio of 115 patents and shipped greater than 10 million MLPE (Module Degree Energy Electronics) units worldwide. With installations in over 100 nations on all seven continents, Tigo techniques generate greater than 1 GWh of photo voltaic manufacturing each day. The Firm’s merchandise energy all the things from single-digit kilowatt residential techniques to business, industrial, and utility techniques, scaling to lots of of megawatts on rooftop, ground-mounted, and floating purposes.
For the business, industrial, and utility photo voltaic market segments, Tigo combines its Flex MLPE and photo voltaic optimizer know-how with its cloud-based Vitality Intelligence platform for superior power monitoring and management. Tigo MLPE merchandise maximize efficiency, allow real-time power monitoring, present code-required speedy shutdown on the module stage, and are UL-certified globally, and UL-system licensed with lots of of inverters from greater than fifteen producers. This open-platform strategy offers Tigo clients considerably extra freedom to right-size photo voltaic techniques with the options and inverters they need.
For the residential photo voltaic and solar-plus storage market segments, Tigo develops and manufactures MLPE units, inverters, battery storage techniques, and associated power administration {hardware} beneath the EI residential model. The Tigo EI residential product portfolio is designed for ease-of-installation, extra environment friendly system upkeep and administration, and elevated flexibility for installers. Together with the Tigo EI cellular app and a browser-based program, the Tigo EI platform supplies system analysis, over-the-air software program upgrades, and power manufacturing monitoring which serves each owners and installers.
Tigo Funding Highlights
- Substantial long-term demand prospects for photo voltaic and power storage options throughout international residential, business, and utility markets
- Differentiated {hardware} and software program merchandise improve security, enhance power yield, and decrease working prices of photo voltaic techniques, permitting for vital ROI to clients
- Capital-light enterprise mannequin with demonstrated working leverage
- Continued energy in bookings progress with sturdy backlog into 2023
- Confirmed management group with public firm expertise
Transaction Overview
Pursuant to the enterprise mixture settlement, ROCG will purchase Tigo for a pre-money fairness worth of $600 million. In reference to the transaction, ROCG will difficulty 60 million newly issued shares to present stockholders of Tigo (topic to any adjustment for capital elevating transactions by Tigo previous to the closing).
Current Tigo stockholders won’t obtain any money proceeds as a part of this transaction and can roll 100% of their fairness into the Firm. Assuming no ROCG stockholders train their redemption rights, gross proceeds of roughly $117 million will probably be launched to the Firm from the belief account in reference to the transaction.
The boards of administrators of Tigo and ROCG have unanimously permitted the transaction. The transaction would require the approval of the stockholders of ROCG and is topic to different customary closing circumstances. The transaction can even require the approval of the stockholders of Tigo by written consent or at a gathering of the stockholders of Tigo. The transaction is predicted to shut within the second quarter of 2023.
Upon closing of the transaction, Tigo’s senior administration will proceed to serve of their present roles. Present Tigo stockholders will retain roughly 82% of the possession at shut of the Firm, assuming no ROCG stockholders train their redemption rights.
Further data relating to the proposed mixture, together with a replica of the enterprise mixture settlement and different related supplies, will probably be supplied by ROCG on a Present Report on Kind 8-Ok filed with the U.S. Securities and Trade Fee (the “SEC”).
Advisors
White & Case LLP is appearing as authorized advisor to Tigo and each DLA Piper LLP and Loeb & Loeb LLP are appearing as authorized advisors to Roth CH IV.
About Tigo Vitality, Inc.
Based in 2007, Tigo is a worldwide chief within the improvement and manufacture of sensible {hardware} and software program options that improve security, enhance power yield, and decrease working prices of residential, business, and utility-scale photo voltaic techniques. Tigo combines its Flex MLPE (Module Degree Energy Electronics) and photo voltaic optimizer know-how with clever, cloud-based software program capabilities for superior power monitoring and management. Tigo MLPE merchandise maximize efficiency, allow real-time power monitoring, and supply code-required speedy shutdown on the module stage. The corporate additionally develops and manufactures merchandise equivalent to inverters and battery storage techniques for the residential solar-plus-storage market. For extra data, please go to https://www.tigoenergy.com/
About Roth CH Acquisition IV Co.
Roth CH Acquisition IV Co. is a clean verify firm integrated for the aim of effecting a merger, share trade, asset acquisition, share buy, reorganization or related enterprise mixture with a number of companies. Roth CH is collectively managed by associates of Roth Capital Companions and Craig-Hallum Capital Group. Its preliminary public providing occurred on August 5, 2021 elevating roughly $115 million. For extra data, go to https://www.rothch.com/.
Further Info and The place to Discover It
This press launch is supplied for data functions solely and comprises data with respect to a proposed enterprise mixture (the “Proposed Enterprise Mixture”) amongst Tigo, Roth CH IV and Roth IV Merger Sub Inc., a wholly-owned subsidiary of Roth CH IV, in reference to the transactions contemplated within the enterprise mixture settlement. In reference to the Proposed Enterprise Mixture, Roth CH IV intends to file a registration on Kind S-4, which is able to embody a proxy assertion to be despatched to Roth CH IV stockholders and a prospectus for the registration of Roth CH IV securities in reference to the Proposed Enterprise Mixture (as amended occasionally, the “Registration Assertion”). A full description of the phrases of the Proposed Enterprise Mixture is predicted to be supplied within the Registration filed by Roth CH IV with the SEC. Roth CH IV urges traders, stockholders and different individuals to learn, when obtainable, the Registration Assertion in addition to different paperwork filed with the SEC as a result of these paperwork will include necessary details about Roth CH IV, Tigo and Proposed Enterprise Mixture. If and when the Registration Assertion is asserted efficient by the SEC, the definitive proxy assertion/prospectus and different related paperwork will probably be mailed to stockholders of Roth CH IV as of a file date to be established for voting on the Proposed Enterprise Mixture. Stockholders and different individuals can even have the ability to get hold of a replica of the proxy assertion, with out cost, by directing a request to: Roth CH Acquisition IV Co., 888 San Clemente Drive, Suite 400, Newport Seashore, CA 92660. The preliminary and definitive proxy assertion, as soon as obtainable, can be obtained, with out cost, on the SEC’s web site (www.sec.gov). The data contained on, or that could be accessed via, the web sites referenced on this press launch just isn’t integrated by reference into, and isn’t part of, this press launch.
Ahead Trying Statements
This communication comprises forward-looking statements inside the that means of the Personal Securities Litigation Reform Act of 1995 together with, however not restricted to, Roth CH IV’s and Tigo’s expectations or predictions of future monetary or enterprise efficiency or circumstances. Ahead-looking statements are inherently topic to dangers, uncertainties and assumptions. Typically, statements that aren’t historic details, together with statements regarding our doable or assumed future actions, enterprise methods, occasions or outcomes of operations, are forward-looking statements. These statements could also be preceded by, adopted by or embody the phrases “believes,” “estimates,” “expects,” “tasks,” “forecasts,” “could,” “will,” “ought to,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or related expressions. Such forward-looking statements contain dangers and uncertainties which will trigger precise occasions, outcomes or efficiency to vary materially from these indicated by such statements. Sure of those dangers are recognized and mentioned in Roth CH IV’s last prospectus for its preliminary public providing filed with the SEC on August 6, 2021 beneath the heading “Danger Components.” These threat elements will probably be necessary to contemplate in figuring out future outcomes and ought to be reviewed of their entirety. These forward-looking statements are expressed in good religion, and Roth CH IV and Tigo imagine there’s a cheap foundation for them. Nevertheless, there will be no assurance that the occasions, outcomes or tendencies recognized in these forward-looking statements will happen or be achieved. Ahead-looking statements communicate solely as of the date they’re made, and neither Roth CH IV nor Tigo is beneath any obligation, and expressly disclaim any obligation, to replace, alter or in any other case revise any forward-looking assertion, whether or not because of new data, future occasions or in any other case, besides as required by regulation.
Along with elements beforehand disclosed in Roth CH IV’s reviews filed with the SEC and people recognized elsewhere on this communication, the next elements, amongst others, may trigger precise outcomes to vary materially from forward-looking statements or historic efficiency: (i) expectations relating to Tigo’s methods and future monetary efficiency, together with its future enterprise plans or targets, potential efficiency and alternatives and opponents, revenues, services and products, pricing, working bills, market tendencies, liquidity, money flows and makes use of of money, capital expenditures, and Tigo’s means to spend money on progress initiatives and pursue acquisition alternatives; (ii) the incidence of any occasion, change or different circumstances that would give rise to the termination of the enterprise mixture settlement; (iii) the result of any authorized proceedings that could be instituted towards Roth CH IV or Tigo following announcement of the Proposed Enterprise Mixture and the transactions contemplated thereby; (iv) the shortcoming to finish the proposed Merger as a result of, amongst different issues, the failure to acquire Roth CH IV stockholder approval on the anticipated phrases and schedule and the chance that regulatory approvals required for the merger should not obtained or are obtained topic to circumstances that aren’t anticipated; (v) the chance that the proposed enterprise mixture or different enterprise mixture might not be accomplished by Roth CH IV’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline (vi) the chance that the announcement and consummation of the proposed Merger disrupts Tigo’s present operations and future plans; (vii) the power to acknowledge the anticipated advantages of the proposed Merger; (viii) sudden prices associated to the proposed Merger; (ix) the quantity of any redemptions by current holders of the Roth CH IV Widespread Inventory being larger than anticipated; (x) restricted liquidity and buying and selling of Roth CH IV’s securities; (xi) geopolitical threat and adjustments in relevant legal guidelines or rules; (xii) the chance that Roth CH IV and/or Tigo could also be adversely affected by different financial, enterprise, and/or aggressive elements; (xiii) operational threat; (xiv) threat that the COVID-19 pandemic, and native, state, and federal responses to addressing the pandemic could have an adversarial impact on our enterprise operations, in addition to our monetary situation and outcomes of operations; and (xv) the dangers that the consummation of the proposed Merger is considerably delayed or doesn’t happen.
Any monetary projections on this communication are forward-looking statements which are primarily based on assumptions which are inherently topic to vital uncertainties and contingencies, lots of that are past Roth CH IV’s and Tigo’s management. Whereas all projections are essentially speculative, Roth CH IV and Tigo imagine that the preparation of potential monetary data entails more and more increased ranges of uncertainty the additional out the projection extends from the date of preparation. The assumptions and estimates underlying the projected outcomes are inherently unsure and are topic to all kinds of serious enterprise, financial and aggressive dangers and uncertainties that would trigger precise outcomes to vary materially from these contained within the projections. The inclusion of projections on this communication shouldn’t be thought to be a sign that Roth CH IV and Tigo, or their representatives, thought of or take into account the projections to be a dependable prediction of future occasions.
Annualized, professional forma, projected and estimated numbers are used for illustrative function solely, should not forecasts and will not replicate precise outcomes.
The foregoing record of things just isn’t meant to be all-inclusive or to include all the data that an individual could need in contemplating an funding in Roth CH IV and isn’t meant to type the premise of an funding resolution in Roth CH IV. Readers ought to rigorously overview the foregoing elements and different dangers and uncertainties described within the “Danger Components” part of the Registration Assertion and the opposite reviews, which Roth CH IV has filed or will file occasionally with the SEC. There could also be further dangers that neither Roth CH IV nor Tigo presently know, or that Roth CH IV and Tigo presently imagine are immaterial, that would trigger precise outcomes to vary from these contained in ahead trying statements. For these causes, amongst others, traders and different individuals are cautioned to not place undue reliance upon any forward-looking statements on this press launch. All subsequent written and oral forward-looking statements regarding Roth CH IV and Tigo, the Proposed Enterprise Mixture or different issues and attributable to Roth CH IV and Tigo or any particular person appearing on their behalf are expressly certified of their entirety by the cautionary statements above.
Contributors within the Solicitation
ROCG, Tigo and their respective administrators and govt officers could also be thought of members within the solicitation of proxies with respect to the Proposed Enterprise Mixture described herein beneath the principles of the SEC. Details about such individuals and an outline of their pursuits will probably be contained within the Registration Assertion when it’s filed with the SEC. These paperwork will be obtained freed from cost from the sources indicated above.
No Provide or Solicitation
This communication doesn’t represent a proxy assertion or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Proposed Enterprise Mixture and shall not represent a proposal to promote or trade, or a solicitation of a proposal to purchase or trade any securities, nor shall there be any sale, issuance or switch of any such securities in any state or jurisdiction wherein such provide, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No provide of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
