SAN DIEGO, Feb. 23, 2022 — Beam Global, (Nasdaq: BEEM, BEEMW), the leading provider of innovative sustainable technology for electric vehicle (EV) charging, outdoor media and energy security, today announced that it has entered into a definitive asset purchase agreement to acquire AllCell Technologies, a leader in energy storage solutions and technologies, in an all stock transaction. The transaction is expected to close on March 1st, subject to customary closing conditions. Beam will host an investor call to discuss the transaction on March 1, 2022 at 1:30pm PT / 4:30pm ET. A recorded video interview with Beam CEO, Desmond Wheatley, discussing the deal is currently live on the Beam blog.
Management expects the acquisition of AllCell to impact Beam Global by:
- Increasing and diversifying revenues and gross profits
- Significantly reducing cost of goods sold (COGS)
- Enhancing foundational intellectual property portfolio
- Securing Beam Global’s vital battery supply chain
- Accelerating product development cycles
- Combining customer facing roles and outreach
- Adding new customer segments
- Increasing barriers to entry for future competition
- Enhancing Beam’s position as a leader in the green economy
AllCell’s highly flexible battery platform architecture, used in Beam’s products for ten years, is ideally suited for applications where energy density, safety and bespoke enclosures require high power in small spaces. Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products are already benefiting from AllCell’s highly differentiated products. Beam’s patented EV Standard™ and UAV ARC™ will require battery pack formats which are optimized for each product’s unique attributes. The acquisition of AllCell will allow for these developments at an accelerated pace with significantly reduced costs. Energy storage is crucial to Beam Global’s value proposition and battery systems currently account for approximately 30% of Beam Global products’ bills of materials. The strategic acquisition of AllCell will significantly reduce COGS through margin recapture and value engineering. Management anticipates an approximate 7% reduction in material costs in the near term as a result of margin recapture followed by increasing reductions in COGS as the Beam Global and AllCell engineering teams together identify further opportunities for improvements.
“This acquisition deepens and widens the moat around our first-to-market leadership position in several rapidly growing and very large markets,” said Beam Global CEO Desmond Wheatley. “AllCell brings a team comprised of some of the energy storage industry’s finest scientists, engineers and operations and manufacturing leaders. Combining our companies will enable each of us to do what we do better while taking advantage of the tremendous growth opportunities through cross selling, increased market penetration and leveraged cost structures. On a personal note, I have tremendous respect for the entire team at AllCell as they have been one of our main suppliers and partners. We look forward very much to working with them as one team.”
“Sustainability, safety and high power are the cornerstones of the technology and IP portfolio we’ve developed at AllCell. Success to us is solving the complex challenge that joins longer battery life, more efficient materials use and higher energy density—all while improving safety,” said Said Al-Hallaj, Co-Founder and Chief Battery Scientist at AllCell Technologies. “We are thrilled to join the Beam Global mission. We see the leadership and powerful momentum they have built in the new electric age as a tremendous asset.”
As a result of the all-stock structure of the acquisition, Beam Global’s strong cash balance will continue to be utilized for further growth and strategic initiatives. In consideration for the sale of AllCell assets, the AllCell shareholders will receive 1,055,000 shares of Beam Global restricted common stock at closing. Beam Global’s existing shareholders will own 90.3% upon closing of the acquisition and Beam Global will retain operational and board control of the company. The AllCell shareholders may also receive additional restricted shares of common stock, through an earn-out, valued at two times any revenues and contracted backlog, generated from the AllCell assets, that are greater than $7.5M in 2022, and on any AllCell 2023 revenue over $13.5M or 135% of 2022 revenue, whichever is greater, and capped at $20M in revenues. Any revenue from AllCell products used in Beam Global’s core product portfolio are excluded from the earn-out calculation. Beam Global will issue AllCell shareholders restricted shares for both the closing consideration and any earn-out payments. In the event of the lifting of restrictions on the Beam Global common stock issued to AllCell, the purchase agreement provides that AllCell will limit any sale of such shares to no more than four percent (4%) of the average weekly volume during such trading week.
“As AllCell’s largest shareholder, we believe the strategic combination of Beam Global and AllCell creates a powerful organization at the beginning of this massive transportation and electrification shift,” said Townsend Capital Chairman, Dennis Townsend. “As a result of this powerful combination, we have decided to roll 100% of our equity into Beam Global. We are looking forward to putting our decades of experience to work and staying engaged to help grow a renewable energy and energy storage power-house.”
Beam Global’s commitment to developing products and solutions which will bring Clean Mobility to All is shared by AllCell. Both companies have been providing clean energy solutions to multiple modes of the electric transportation sector throughout their histories. Beam Global and AllCell have, separately, provided charging and high-powered energy storage solutions to micro-mobility, land based EVs, aviation, maritime and recreational customers as well as stationery and energy-security platforms, for both government and Fortune 100 companies. Management believes that the strategic business combination will create an unbeatable platform of energy generation and storage which will agnostically enable charging companies, vehicle manufacturers, energy security providers and the many other applications driven by the increasing push to an electrified and untethered world.
Beam Global’s corporate headquarters and factory will remain at its 53,000 square foot facility in San Diego, California. The AllCell team and manufacturing facility will remain in Broadview, Illinois. The Beam and AllCell teams intend to integrate rapidly and explore an expansion of battery manufacturing in California where there are significant government incentives to do so. Management will also consider an expansion of Beam Global’s product manufacturing in the Midwest. The AllCell team brings to Beam world-renowned Chief Battery Scientist Said Al-Hallaj as well as deep engineering and manufacturing experience from Argonne National Laboratory, Ford Motor Company, Stellantis, Johnson Controls, AVL Powertrain and the Illinois Institute of Technology.
Beam Global’s acquisition of AllCell combines two U.S.-based clean technology innovators and manufacturers into a stronger, more globally competitive company in clean technology innovation. Producing Made-In-America IP and products, creating clean technology jobs for Americans and focusing on a cleaner more sustainable future, the transaction contributes to progress as the U.S. rebuilds its manufacturing foundation and leadership in energy and transportation.
About Beam Global
Beam Global is a CleanTech leader that produces innovative, sustainable technology for electric vehicle (EV) charging, outdoor media, and energy security, without the construction, disruption, risks and costs of grid-tied solutions. Products include the patented EV ARC™ and Solar Tree® lines with BeamTrak™ patented solar tracking, and ARC Technology™ energy storage, along with EV charging, outdoor media and disaster preparedness packages.
The company develops, patents, designs, engineers and manufactures unique and advanced renewably energized products that save customers time and money, protect the environment, empower communities and keep people moving. Based in San Diego, the company produces Made in America products. Beam Global is listed on Nasdaq under the symbols BEEM and BEEMW (formerly Envision Solar, EVSI, EVSIW). For more information visit BeamForAll.com, LinkedIn, YouTube and Twitter.
About AllCell Technologies
AllCell Technologies is a leader in high performance energy storage solutions used in electric vehicles, micro mobility, aviation, robotics, stationary storage and maritime applications. AllCell’s proprietary and patented passive thermal management, modular platform architecture, and scalable battery management systems (BMS), enhance safety and performance while extending battery life and reducing lifetime stored energy costs. AllCell provides safe, scalable and high-powered energy storage solutions which have enabled electrified applications in many formats for Fortune 100 companies in the U.S and Internationally. AllCellTech.com
This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations, including, but not limited to the following statements: statements regarding the proposed acquisition, its expected benefits, the acquisition’s anticipated timing, and the anticipated future financial performance as a result of the acquisition. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. There can be no assurances that the proposed acquisition of AllCell will be completed. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.