Freehold, NJ (GLOBE NEWSWIRE) - Jensyn Acquisition Corp. (NASDAQ:JSYN) (“Jensyn” or the “Company”), a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities, today announced that it has signed a definitive agreement to enter into a business combination with Peck Electric Co., the largest commercial solar EPC (engineering - procurement - contracting) company in the Northeast and ranked 60thin the USA by Solar Power World.
At 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.
Upon the closing of the business combination, Peck Electric Co. will become a wholly-owned subsidiary of the Company that will be named “The Peck Company, Inc.” (“Peck”) whose common stock is expected to be listed on The Nasdaq Capital Market under the symbol "PECK.”
Jeffrey Peck is the CEO and second-generation owner of the family business founded by his father Harvey Peck and business partner Bernie Taylor in 1972. Diane (Peck) Cone and Neil Cone owned and managed the business from 1982 until Jeffrey Peck joined the business in the early 1990s. Jeffrey Peck said, “Our 47-year legacy began as an electrical contracting company serving the needs of the Vermont community as the largest electrical contractor in the State. Solar construction was a natural extension of our capabilities and of our core values, but we strategically entered the solar market only after solar arrays became a profitable investment. Now that Wall Street is investing capital to construct and own solar arrays as an asset class, it is the perfect time for Peck to continue its journey as a public company in order to serve the growing needs for renewable energy in other states across the country.”
Fredrick (Kip) Myrick has been working at Peck for over 30 years. He is the VP of Solar and responsible for constructing the largest solar arrays in the State of Vermont. “Our teams employ industry-leading construction methods and continue to innovate and to increase efficiency. Our immediate and scalable access to skilled, Union workforce in other States at competitive rates is a unique advantage for our growth trajectory that allows us to control our operating costs.”
Peck is on target for record-breaking results this year with a pipeline of commercial solar projects across the Northeast. The growth strategy will also include M&A to expand capabilities, geographic reach, and cash-flow. “We are excited about new opportunities for growth as well as new relationships with investors as we now open our profitable family company to public shareholders that want to be a part of our journey.” said Jeffrey Peck.
The closing of the business combination is subject to a number of conditions, including the approval of Jensyn’s Board of Directors and stockholders, and Jensyn’s reasonable satisfaction with the results of its due diligence investigation of Peck.
The senior management of Peck will replace Jensyn’s existing management team following the closing of the business combination.
Exit Strategy Partners, LLC has acted as an advisor to Jensyn in connection with the proposed business combination and introduced Peck Electric Co. to Jensyn.
About Peck Electric Co.
Peck Electric Co. (South Burlington, Vermont) 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 USA, Peck Electric Co. provides engineering, procurement and contracting (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.
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 obtain approval of the stockholders of Jensyn or other 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.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Jensyn intends to file with the SEC a preliminary proxy statement. When completed, Jensyn will mail a definitive proxy statement and other relevant documents to its stockholders in connection with its solicitation of proxies for the special meeting of stockholders to be held to approve the proposed business combination and related transactions. This press release does not contain all the information that should be considered concerning the proposed business combination. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed business combination. Jensyn stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with Jensyn’s solicitation of proxies for the special meeting to be held to approve the proposed business combination, as these materials will contain important information about Peck Electric Co., Jensyn and the proposed business combination. The definitive proxy statement will be mailed to stockholders of Jensyn as of a record date to be established for voting on the business combination agreement and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov, or by directing a request to: Jensyn Acquisition Corp., 800 West Main Street, Suite 204, Freehold, New Jersey 07728, attention: Jeffrey J. Raymond, 1-888-536-7965.
Jensyn and its directors and executive officers and Peck Electric Co. and its stockholders and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Jensyn in connection with the proposed business combination. Information regarding the special interests of these directors, members and executive officers in the business combination will be included in the proxy statement referred to above. Additional information regarding the directors and executive officers of Jensyn is also included in the Annual Report on Form 10-K for the year ended December 31, 2017, which is available free of charge at the SEC web site (www.sec.gov) and at the address described above and will also be contained in the definitive proxy statement for the proposed business combination) when available.
© 2019 GlobeNewswire, Inc. All Rights Reserved.
SOURCE: Jensyn Acquisition Corp.