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Mobix Labs, Inc. (NASDAQ:MOBX) ("Mobix Labs") today announced that has filed a Form 425 with the U.S. Securities and Exchange Commission formally announcing its intention to commence a hostile exchange offer to acquire all outstanding shares of Peraso, Inc. (NASDAQ:PRSO) ("Peraso"). The proposed offer is expected to consist of a mix of cash and Mobix Labs common stock, which Mobix Labs believes will provide Peraso shareholders both immediate value and ongoing participation in the upside of the combined company.
Peraso Attempts to Silence Shareholders
Following exploratory discussions, Peraso's board of directors conditioned further engagement on Mobix Labs agreeing not to communicate directly with Peraso shareholders — a demand that, in Mobix Labs' view, deprives investors of transparency and a fair assessment of their options.
"Peraso shareholders deserve transparency and a clear path to value," said Keyvan Samini, President and Chief Financial Officer of Mobix Labs. "Instead, Peraso's board has attempted to restrict outside voices while taking actions that, in our opinion, harm its own investors. Mobix Labs believes it offers a better alternative: immediate cash, stock in a stronger combined company, and a proven management team committed to growth. We remain open to a negotiated agreement, but we will not be prevented from speaking directly to Peraso shareholders."
Peraso Dilutes Investors in Middle of Sale Process
Mobix Labs believes Peraso's most recent financing agreement is highly dilutive and raises serious governance concerns as it is undertaken in the middle of a sale process. Last week Peraso reduced the exercise price of certain existing warrants resulting in the issuance of 952,380 new shares, while simultaneously issuing new warrants for 100% of the exercised shares, with a term of five and a half years.
In Mobix Labs' view, this transaction effectively doubled dilution for existing stockholders while handing out cheap, long-dated equity. Peraso also agreed to register the resale of these new warrant shares within 30 days, increasing near-term selling pressure. After 20 days Peraso can once again pursue dilutive financing in the middle of this sales process.
"In our opinion, this dilutive financing made the company less attractive to buyers, and entrenches management at the direct expense of stockholders," said Samini. "Rather than protecting investors during a sale process, Peraso chose to issue discounted stock and long-dated warrants — a move that undermines shareholder value exactly when it should be preserved."
A Stronger, More Diversified Competitor
In Mobix Labs' view, the proposed combination would unite Peraso's 60 GHz millimeter wave product line with Mobix Labs' fast-growing aerospace, defense, and wireless businesses, creating a more diversified competitor with greater scale, technology breadth, and customer reach.
Mobix Labs' Access to Financing to Close Transaction
Mobix Labs has access to an equity line of credit with a headline capacity of up to $100 million. The actual amount available under this facility depends on share availability and prevailing market prices, which may limit the company's ability to draw the full amount at any given time. Nevertheless, Mobix Labs believes that this facility, together with other available sources of financing, will provide sufficient resources to fund the proposed tender offer. The company expects to be in a position to close the transaction within approximately 75 days of commencement if Peraso does not actively interfere with the transaction.
The exchange offer will be launched following the filing of a Registration Statement on Form S-4 with the SEC. Closing of the contemplated transaction would be subject to satisfaction of closing conditions, including receipt of required stockholder approval, receipt of financing, Peraso's removal of anti-takeover devices, the effectiveness of the Registration Statement on Form S-4, and any regulatory approvals.
