Sonim Technologies, Inc. (NASDAQ: SONM), a leading provider of rugged mobile solutions, today announced the signing of a Letter of Intent (LOI) with Social Mobile®, a leading provider of enterprise mobility solutions. 

• Pursuant to the LOI, Social Mobile and Sonim intend to enter into a definitive agreement for the potential acquisition by Social Mobile of substantially all of the assets of Sonim and its direct and indirect subsidiaries (the “Transaction”). The LOI contemplates a purchase price of up to $20 million, including up to $5 million in earn-out consideration contingent upon achieving the target revenue as set forth in the LOI.

• The LOI contemplates customary working capital and escrow terms.

• The LOI grants Social Mobile an exclusivity period to negotiate and consummate the Transaction and permits Sonim to continue evaluating potential reverse take-over transactions (RTO) opportunities.

The Special Committee of Sonim’s Board of Directors, in consultation with its financial adviser, concluded that the proposed Transaction, if consummated, represents a compelling strategic opportunity to maximize value to Sonim’s stockholders while supporting the continued advancement of the Company’s innovative technology offerings. 

Following an exhaustive review of strategic alternatives, the Special Committee determined that the proposed Transaction with Social Mobile best aligns with its goal of maximizing stockholder value. Key highlights of the LOI include:

• a clearly defined structure;

• secured financing without contingencies; and

• an opportunity for Sonim to engage in an RTO. 

The Transaction is subject to customary closing conditions and approvals. 

The Special Committee remains focused on leveraging Sonim’s public company status through a potential RTO to enhance stockholder value further.

“This agreement represents the culmination of a diligent and thoughtful evaluation process by our Special Committee, supported by expert financial and legal advisors,” said Mike Mulica, Chair of the Special Committee for Sonim. “We believe this path not only delivers value to our stockholders but also ensures ongoing opportunities for our investors. The value of the proceeds from Social Mobile’s acquisition is superior to all other offers we’ve received, solidifying this as the optimal path forward.  A reverse take-over transaction, if consummated, would provide additional future value for our current stockholders.”

The proposed Transaction is expected to strengthen the complementary capabilities of Sonim and Social Mobile, enhancing the combined organization’s ability to serve its clients effectively. Social Mobile’s CEO, Robert Morcos, added, “We see tremendous synergies with this acquisition. Sonim is a perfect addition to our enterprise portfolio, offering rugged and innovative mobile solutions that complement our mission. Together, we share a culture of innovation and aligned goals, which will allow us to better serve our global clients. We look forward to the exciting opportunities ahead as this Transaction progresses.”