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EX-10.1 - AGREEMENT AND PLAN OF MERGER - MINIM, INC. | zmtp_ex10-1.htm |
8-K - CURRENT REPORT - MINIM, INC. | zmtp_8k.htm |
Exhibit 99.1
ZOOM TELEPHONICS AND MINIM TO MERGE, COMBINING CONNECTIVITY
HARDWARE WITH AI-DRIVEN CLOUD SOFTWARE
Combination leverages Zoom’s cable modem and WiFi hardware
leadership, operated under a Motorola brand license, with
Minim’s innovative software, bringing intelligent
connectivity to businesses and consumers as part of the $355.1
billion global broadband services market
BOSTON,
MASS., November 12, 2020 – Zoom Telephonics, Inc.
(“Zoom”) (OTCQB: ZMTP), a leading creator of cable
modems and other Internet access products under the Motorola brand,
today announced the signing of a definitive merger agreement
pursuant to which Zoom will acquire Minim Inc.
(“Minim”), a leading AI-driven WiFi management and IoT
security platform for homes, SMBs, and broadband service
providers.
Under
the terms of the agreement, the two companies will merge in a
non-cash, stock transaction valuing Minim at $30 million. The
percentage of Zoom shares issued to Minim stockholders will be
based on a reference to a weighted average price of Zoom stock as
of November 10, 2020 and as negotiated by the parties.
The
Minim® platform offers a turn-key WiFi management solution for
ISPs to reduce support costs and increase revenue with
digitally-transformed support and value-added services. Its usable
web and mobile apps, built on proprietary IoT fingerprinting
technology, also empower distributed businesses to secure and
manage the new corporate edge (the remote employee home). Already
integrated with 5G-enabled hardware and offering a full API suite,
the Minim platform has been designed for ultra-extensibility as
wireless technology advances.
The
combined company will benefit from a management team with
experience in scaling technology companies, led by Jeremy
Hitchcock, Zoom’s Executive Chairperson and largest
stockholder and Chairman and largest stockholder of Minim, and
Minim CEO Gray Chynoweth, who together drove the global expansion
of Dyn through to its successful acquisition by
Oracle.
“The
consumer networking space has a profound need for security and
network management, especially given the rise of remote working and
smart home devices,” said Jeremy Hitchcock. “By
integrating our collective IP and product development roadmap, we
are offering greater performance, innovation, and price with a
globally-recognized technology brand. We’re very excited
about the opportunities this business combination makes possible
for us in addressing a multi-billion dollar global
market.”
The
merger combines Minim’s B2B sales channels with Zoom’s
retail channels. Minim’s sales channels include more than 120
ISPs and their 2.35M+ subscribers and business technology
resellers. Zoom’s D2C channels include leading retailers such
as Amazon, Best Buy, Target and Walmart. The combined company will
also leverage Minim’s established partner relations with the
Microsoft Airband Initiative, a program designed to close the
digital divide; Irdeto, the globally-leading security provider to
operators; and Telarus, the largest privately-held IT product
distributor in the U.S.
“The
combined company’s end-to-end product expertise, industry
relationships, and subscription service model is expected to
dramatically accelerate our ability to drive value for our
customers and return for our shareholders,” said Minim CEO
Gray Chynoweth. “This is a proven team with a clear strategy
to address a large and rapidly-growing market and the ability to
execute at a time when secure home connectivity has never been more
important.”
The
merger agreement and the merger were unanimously approved by a
special committee of independent members of Zoom’s board of
directors that oversaw, reviewed and evaluated the transaction, and
thereafter unanimously approved by Zoom’s board of directors.
Minim’s board of directors also approved the merger agreement
and the merger. The transaction is expected to close by the end of
2020 and is subject to customary closing conditions.
B.
Riley Securities, Inc. served as financial advisor, and Richards,
Layton & Finger PA served as legal counsel, to the special
committee of independent directors of Zoom, while Nixon Peabody LLP
served as legal counsel to Zoom on the transaction. Goodwin Procter
LLP acted as legal counsel to Minim.
Investors
are directed to Zoom’s filings with the Securities and
Exchange Commission at http://www.sec.gov for additional information
concerning the merger agreement and the merger.
About Zoom
Zoom
Telephonics, Inc. (OTCQB: ZMTP) is the creator of innovative
Internet access products that dependably connect people to the
information they need and the people they love. Founded in 1977 in
Boston, MA, the company now delivers cable modems, routers, and
other communications products under the globally recognized
Motorola brand. For more information about Zoom and its products,
please visit www.zoom.net and www.motorolanetwork.com.
MOTOROLA
and the Stylized M Logo are trademarks or registered trademarks of
Motorola Trademark Holdings, LLC and are used under
license.
About Minim
Minim®
is a cloud WiFi management platform that enables and secures a
better-connected home.
The
company’s award-winning subscription services provide usable
and intuitive applications integrated with best-in-class hardware.
Minim customers benefit from a personalized and secure WiFi
experience, leading to happy and productive homes where things just
work. The company’s self-learning platform employs
proprietary fingerprinting and behavioral models to detect threats
and performance issues without compromising privacy. Minim is now
partnering with ISPs, managed service providers, and distributed
businesses who want to help make home connectivity as safe and
reliable as drinking water. To learn more, visit https://www.minim.co.
Forward Looking Statements
This
release contains forward-looking information relating to
Zoom’s plans, expectations, and intentions, including statements about the
expected timing, completion and effects of the merger with Minim
(the “Minim Acquisition”). Actual results may be
materially different from expectations as a result of known and
unknown risks, including: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement for the Minim Acquisition, risks associated
with Zoom’s potential inability to realize intended benefits
of the Minim Acquisition, the potential increase in tariffs on the
company's imports; potential difficulties and supply interruptions
from moving the manufacturing of most of the company’s
products to Vietnam; potential changes in NAFTA; the potential need
for additional funding which Zoom may be unable to obtain;
declining demand for certain of Zoom’s products; delays,
unanticipated costs, interruptions or other uncertainties
associated with Zoom’s production and shipping; Zoom’s
reliance on several key outsourcing partners; uncertainty of key
customers’ plans and orders; risks relating to product
certifications; Zoom’s dependence on key employees;
uncertainty of new product development, including certification and
overall project delays, budget overruns, and the risk that newly
introduced products may contain undetected errors or defects or
otherwise not perform as anticipated; costs and senior management
distractions due to patent related matters; and other risks set
forth in Zoom’s filings with the Securities and Exchange
Commission. Zoom cautions readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the
date made. Zoom expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any such statements
to reflect any change in Zoom’s expectations or any change in
events, conditions or circumstance on which any such statement is
based.
Investor Relations Contact:
Jacquelyn
Barry Hamilton, CFO Zoom Telephonics, Inc.
Phone:
617-753-0040
Email:
Investor@zoom.net