SBE, Inc. (Nasdaq:SBEI) and Neonode, Inc., a privately-held, Swedish mobile handset developer, announced the execution of a definitive merger agreement. Although the exact number of shares to be issued in the merger will be determined at closing according to a formula contained in the merger agreement, it is currently estimated that SBE will issue approximately 57 million shares of its common stock in exchange for outstanding shares of Neonode common stock and will assume options and warrants exercisable for approximately 17 million additional shares of SBE common stock. It is expected that the current board of directors of Neonode will become the board of directors of SBE upon the closing.
SBE expects to complete the transaction in its second fiscal quarter, subject to satisfaction of closing conditions set forth in the merger agreement. In addition to customary closing conditions, the transaction is subject to the approval of the SBE and Neonode stockholders and a reverse split of SBE’s outstanding common stock. The number of shares referenced above is presented on a pre-split basis. After the merger is completed, the combined company’s headquarters will be in Stockholm, Sweden, where Neonode’s corporate headquarters and research and development activities are located. The combined company’s stock is expected to continue to trade on the Nasdaq Capital Market.
The securities offered in the merger will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neonode is a Swedish based developer and manufacturer of multimedia mobile handsets. With over five years of research and development Neonode is today a leader and trendsetter in buttonless touch screen mobile phones and gesture based user interfaces. Neonode mobile phones are based on patented technologies. With Neonode’s open Microsoft based platform consumers can themselves upgrade and customize their handsets similar to a PC. In close collaboration with leading electronic manufacturers Neonode strives to create a leading alternative brand within the premium mobile device market. Neonode was founded in 2001 and has its main office in Stockholm, Sweden.
SBE designs and provides IP-based storage networking solutions for an extensive range of business critical applications, including back-up and disaster recovery. SBE delivers a portfolio of scalable, standards-based hardware and software products designed to enable optimal performance and rapid deployment across a wide range of next-generation storage systems. Based in San Ramon, California, SBE is a publicly-traded company (NASDAQ:SBEI) with products sold worldwide through direct sales, OEMs and system integration partners.
SBE and the SBE logo are registered trademarks of SBE, Inc.