공시 • Mar 18
Envirotech Drive Systems, Inc. ('EVT') completed the acquisition of ADOMANI, Inc. (OTCPK:ADOM) in a reverse merger transaction.
Envirotech Drive Systems, Inc. ('EVT') entered into a non-binding letter of intent to acquire ADOMANI, Inc. (OTCPK:ADOM) in a reverse merger transaction on December 21, 2020. Envirotech Drive Systems, Inc. ('EVT') executed a merger agreement to acquire ADOMANI, Inc. (OTCPK:ADOM) in a reverse merger transaction on February 16, 2021. ADOMANI will be exchanged for shares of common stock of EVT, which exchange shall be affected through a reverse triangular merger transaction involving a newly formed subsidiary of ADOMANI that will merge with and into EVT. Following the completion of the proposed transaction, it is contemplated that the holders of the common stock and all other outstanding securities that are convertible into or exercisable for shares of common stock of EVT will hold shares of common stock of ADOMANI representing 58% of the total outstanding shares of common stock of ADOMANI as of the date of letter of intent, subject to certain adjustments, which percentage ownership may be reduced to take into account any stock issuances made by ADOMANI after the signing of letter of intent and before the closing of the proposed transaction. As of February 17, 2021, upon completion of the merger transaction, the stockholders of EVT will hold approximately 56% of the total outstanding shares of common stock of ADOMANI. Pursuant to the letter of intent, EVT is prohibited from directly or indirectly soliciting or participating in any discussions regarding a sale of its business until February 16, 2021, unless otherwise agreed by both parties. EVT will be surviving the merger as a wholly owned subsidiary of ADOMANI. ADOMANI intends to change the name to Envirotech Vehicles, Inc. The name change is expected to be approved at the company's annual stockholders meeting tentatively expected to be held in early May 2021. In the interim, ADOMANI intends to conduct business as Envirotech Vehicles.
It is expected that the management of ADOMANI will continue to operate the business after the closing of the proposed transaction. Following the closing of the proposed transaction the Board of Directors of ADOMANI shall be comprised of 7 members (a) four of whom shall be recommended by EVT, and (b) three of whom shall be recommended by ADOMANI.
The proposed transaction remains subject to completion of a due diligence review by each party, EVT's total assets will include at least $5 million of cash and negotiation of definitive agreements and the structure may change due to tax or other transaction considerations. If a definitive agreement is enterednto, it is expected that the closing of a transaction will include customary closing conditions, including approval by the board of directors of each party, the stockholders of EVT and the sole stockholder of ADOMANI's acquisition subsidiary, in addition to the closing conditions described above. The board of Directors of ADOMANI has unanimously approved the transaction. The transaction is expected to close in the first quarter of 2021. Larry A. Cerutti of Troutman Pepper Hamilton Sanders LLP acted as legal advisor for Envirotech. Michael A. Hedge of K&L Gates LLP acted as legal advisor for ADOMANI.
Envirotech Drive Systems, Inc. ('EVT') completed the acquisition of ADOMANI, Inc. (OTCPK:ADOM) in a reverse merger transaction on March 17, 2021. Phillip Oldridge will continue to serve as Chief Executive Officer.
The Board of Directors has been reconfigured, with three existing members resigning effective as of the closing, and Phillip Oldridge becoming a Director and Chairman. Michael Menerey, Chief Finance Officer, will remain a Director, and five new Directors have been appointed, four of whom were designated by EVT, satisfying the merger requirement that the new Board increase from five to seven directors.