SCOTTSDALE, Ariz. & LAS VEGAS - Gresham Worldwide, Inc. (OTCQB: GIGA), a defense and healthcare technology provider, and Ault Disruptive Technologies Corporation (NYSE American: ADRT), a special purpose acquisition company, today announced a definitive merger agreement. The agreement, subject to customary closing conditions and stockholder approval, is set to close in the fourth quarter of 2024, with the combined company to remain listed on NYSE American.
The merger values the combined entity at an estimated pro forma enterprise value of approximately $83 million, with Gresham stockholders retaining 100% of their equity. Post-merger, they will own around 66% of the combined company, assuming no redemptions by Ault Disruptive's public stockholders.
Jonathan Read and Lutz P. Henckels of Gresham will lead the combined company, which is expected to capitalize on Gresham’s growth in the defense and healthcare sectors. The company has reported over 20% annual revenue growth over the past three years, with a substantial backlog of orders exceeding $40 million. The merger is anticipated to accelerate Gresham's growth through increased defense projects, new healthcare products, and potential acquisitions.
William Horne, CEO of Ault Disruptive, expressed enthusiasm for the merger, citing the increasing global demand for defense-related technologies and the value Gresham offers in this sector.
The transaction is considered a related party transaction, as Ault Alliance, Inc. owns a majority of both issuers’ common stocks. Ault Disruptive will be rebranded as Gresham Worldwide, Inc., and plans to redomicile from California to Delaware before the merger closes.
Ault Disruptive and Gresham will provide additional information about the merger in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (SEC), available on the SEC's website.
A.G.P./Alliance Global Partners (NYSE:GLP) is acting as the financial advisor to Ault Disruptive, with Olshan Frome Wolosky LLP and Nason, Yeager, Gerson, Harris & Fumero, P.A. serving as legal advisors to Ault Disruptive and Gresham, respectively.
This announcement is based on a press release statement.
In other recent news, Ault Disruptive Technologies Corporation has made a statement regarding the unexpected surge in its stock price and trading volume. The company, listed on the NYSE American, clarified that it is unaware of any undisclosed corporate developments that could be causing the unusual market activity.
The NYSE American had reached out to Ault Disruptive Technologies following the unusual movement in the company’s shares, as per standard exchange procedures.
Ault Disruptive Technologies reiterated that it has made no recent announcements or released material information that would justify the heightened interest in its stock since its last public communication. The company also emphasized its policy of not commenting on market rumors or speculative trading and its commitment to meeting the disclosure requirements as mandated by the NYSE American Company Guide.
InvestingPro Insights
With the merger of Gresham Worldwide, Inc. and Ault Disruptive Technologies Corporation set to shape the future landscape of defense and healthcare technology, investors are closely monitoring ADRT's market performance. Recent data from InvestingPro reveals a market capitalization of $48.78 million for ADRT, highlighting the scale of the company ahead of the anticipated merger. Despite the absence of a P/E ratio due to the lack of profitability in the last twelve months, ADRT has experienced a significant price uptick with a 49.37% return over the last six months, as of Q1 2024, demonstrating a strong market confidence in the company's prospects.
InvestingPro Tips suggest that ADRT's stock has been characterized by high price volatility, which is an important consideration for investors looking for stability. Moreover, the company's short-term obligations currently exceed its liquid assets, indicating potential liquidity risks that could be pertinent in the context of the merger and future expansion plans. On the brighter side, ADRT has not only shown a strong return over the last month and three months but also an impressive 51.0% return over the last year, signaling robust investor enthusiasm.
For those interested in delving deeper into ADRT's financials and future outlook, InvestingPro offers additional insights and tips that could prove invaluable. There are 9 more InvestingPro Tips available for ADRT, which can be found at https://www.investing.com/pro/ADRT. To enhance your investment strategy with these expert insights, use the coupon code PRONEWS24 to get an additional 10% off a yearly or biyearly Pro and Pro+ subscription.
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