MoSys, a provider of semiconductor solutions that enable fast, intelligent data access for cloud, networking, security, and communications systems, and Peraso Technologies ("Peraso"), a global leader in the development of 5G mmWave silicon devices, have announced the signing of a definitive agreement (the "Arrangement Agreement") for a business combination by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the "Business Combination").
Upon the closing of the Business Combination (the "Closing"), the stockholders of Peraso are expected to hold, on a fully-diluted basis, a 61% equity interest in the combined company, with the remaining 39% equity interest to be retained by the stockholders of MoSys, assuming the Escrow Release Conditions (as defined below) are satisfied, or a 57.7% equity interest by the stockholders of Peraso and a 42.3% equity interest by the stockholders of MoSys, assuming the Escrow Release Conditions are not satisfied, in each case, as described further below. On Closing, MoSys will change its name to Peraso Inc. and expects shares of its common stock to continue to trade on the Nasdaq Capital Market under the new ticker symbol PRSO. The Arrangement Agreement and the Business Combination have been approved by MoSys' and Peraso's boards of directors and are subject to approval by MoSys' and Peraso's stockholders. The Business Combination is expected to close in the fourth quarter of 2021.
Management Commentary
"We are pleased to sign the Arrangement Agreement with Peraso, as we believe the Business Combination will provide substantial opportunities for our business across expanded high-growth markets," stated Dan Lewis, MoSys' Chief Executive Officer. "The combination will broaden our product lines, add operating scale, and unlock potential selling synergies across common customers. Together, the company is uniquely positioned to target high-growth opportunities in 5G, as well as telecom and data networks. The deployment of 5G faces two key bottlenecks: the sub-6Ghz spectrum is exhausted and software-only solutions have become a limiting factor in effectively accelerating network hardware. Peraso's market-leading mmWave technology, combined with MoSys' accelerator engine ICs and virtual accelerator engine IP, directly addresses these bottlenecks and the significant spectrum needs of future 5G networks. With a combined IP portfolio of 130 patents, our technologies and solutions provide more bandwidth, better latency, and faster throughput to meet the increased requirements of the more than 70 billion connected devices forecasted by 2030, as well as significantly expanded growth prospects beyond what MoSys can achieve as a standalone company."
"It has been our goal at Peraso to develop market-leading technologies addressing the needs of the 5G market," stated Ronald Glibbery, Chief Executive Officer of Peraso. "By joining with MoSys, we believe we can deliver a broader set of solutions to our combined customer base, using complementary technologies to address the networking and communication needs of our customers from the edge to the core and into the cloud. As a Nasdaq-listed company, Peraso will gain increased visibility and recognition, along with broader access to the global capital markets, which will support our long-term growth initiatives given the forecasted ramp in mmWave and 5G networks in the coming years. We believe the Business Combination provides meaningful benefits to both companies, their stockholders, and other stakeholders. I am excited to become CEO of the combined company and look forward to working closely with Dan and all of the other members of the MoSys and Peraso teams, as we move forward."
Management and Organization
The combined company will be led by Ronald Glibbery, Peraso's CEO, with Dan Lewis, MoSys' President, and CEO, continuing to serve as President. The board of directors is expected to initially comprise five members, including three appointed by Peraso and two by MoSys.
Webcast Presentation
MoSys and Peraso invite all interested parties to view a webcast presentation by Ron Glibbery, Dan Lewis, and Jim Sullivan for an overview of the combined company. The recorded presentation is available for viewing on the Investor Relations section of MoSys' website or by clicking here.
