Sonim Technologies Signs Letter of Intent for Reverse Takeover with a Full Stack A.I. Factory Provider
Sonim Technologies (NASDAQ: SONM) has signed a non-binding Letter of Intent (LOI) for a reverse takeover (RTO) with a private US-based company specializing in Nvidia-based High-Performance Computing A.I. factories. The deal values Sonim stockholders' equity at $17.5 million while the Target company is valued at approximately $300 million.
The transaction follows Sonim's previously announced sale of its operating assets for $15 million (plus $5 million potential earn-out). The combined company will maintain Nasdaq listing under a new name and ticker. The Target company plans to activate thousands of GPUs in 2025, focusing on High-Performance Computing as a Service (HPCaaS) in the rapidly growing AI infrastructure market, which is projected to exceed $200 billion by 2028.
Sonim Technologies (NASDAQ: SONM) ha firmato una Lettera di Intenti non vincolante (LOI) per una fusione inversa (RTO) con una società privata statunitense specializzata in fabbriche di Intelligenza Artificiale ad Alte Prestazioni basate su Nvidia. L'accordo valuta il patrimonio netto degli azionisti Sonim a 17,5 milioni di dollari, mentre la società Target è valutata circa 300 milioni di dollari.
La transazione segue la precedente vendita degli asset operativi di Sonim per 15 milioni di dollari (più un potenziale earn-out di 5 milioni). La società risultante manterrà la quotazione Nasdaq con un nuovo nome e simbolo. La società Target prevede di attivare migliaia di GPU nel 2025, concentrandosi su High-Performance Computing as a Service (HPCaaS) nel mercato in rapida crescita dell'infrastruttura AI, che si stima supererà i 200 miliardi di dollari entro il 2028.
Sonim Technologies (NASDAQ: SONM) ha firmado una Carta de Intención (LOI) no vinculante para una adquisición inversa (RTO) con una empresa privada estadounidense especializada en fábricas de Inteligencia Artificial de Alto Rendimiento basadas en Nvidia. El acuerdo valora el patrimonio de los accionistas de Sonim en 17,5 millones de dólares, mientras que la empresa objetivo está valorada en aproximadamente 300 millones de dólares.
La transacción sigue a la venta previamente anunciada de los activos operativos de Sonim por 15 millones de dólares (más un posible earn-out de 5 millones). La compañía combinada mantendrá la cotización en Nasdaq bajo un nuevo nombre y símbolo. La empresa objetivo planea activar miles de GPUs en 2025, enfocándose en High-Performance Computing as a Service (HPCaaS) en el mercado de infraestructura de IA en rápido crecimiento, que se proyecta superará los 200 mil millones de dólares para 2028.
소님 테크놀로지스(NASDAQ: SONM)는 엔비디아 기반 고성능 컴퓨팅 AI 공장을 전문으로 하는 미국의 비상장 회사와 역합병(RTO)을 위한 비구속적 의향서(LOI)를 체결했습니다. 이번 거래는 소님 주주 지분 가치를 1,750만 달러로 평가하며, 대상 회사는 약 3억 달러로 평가받고 있습니다.
이번 거래는 소님이 이전에 발표한 운영 자산 매각(1,500만 달러 + 잠재적 추가 지급 500만 달러)에 이어 진행됩니다. 합병 후 회사는 새로운 이름과 티커로 나스닥 상장을 유지할 예정입니다. 대상 회사는 2025년에 수천 대의 GPU를 가동할 계획이며, 빠르게 성장하는 AI 인프라 시장에서 고성능 컴퓨팅 서비스(HPCaaS)에 집중할 예정이며, 이 시장은 2028년까지 2,000억 달러를 초과할 것으로 예상됩니다.
Sonim Technologies (NASDAQ : SONM) a signé une lettre d'intention (LOI) non contraignante pour une prise de contrôle inversée (RTO) avec une société privée américaine spécialisée dans les usines d'intelligence artificielle haute performance basées sur Nvidia. L'accord valorise les capitaux propres des actionnaires de Sonim à 17,5 millions de dollars, tandis que la société cible est estimée à environ 300 millions de dollars.
Cette transaction fait suite à la vente précédemment annoncée des actifs opérationnels de Sonim pour 15 millions de dollars (plus un earn-out potentiel de 5 millions). La société combinée conservera sa cotation au Nasdaq sous un nouveau nom et un nouveau symbole. La société cible prévoit d'activer des milliers de GPU en 2025, en se concentrant sur le High-Performance Computing as a Service (HPCaaS) dans le marché en pleine croissance des infrastructures d'IA, qui devrait dépasser 200 milliards de dollars d'ici 2028.
Sonim Technologies (NASDAQ: SONM) hat eine unverbindliche Absichtserklärung (LOI) für eine Rückübernahme (RTO) mit einem privaten US-Unternehmen unterzeichnet, das sich auf Nvidia-basierte Hochleistungs-Computing-AI-Fabriken spezialisiert hat. Die Transaktion bewertet das Eigenkapital der Sonim-Aktionäre auf 17,5 Millionen US-Dollar, während das Zielunternehmen mit etwa 300 Millionen US-Dollar bewertet wird.
Die Transaktion folgt auf den zuvor angekündigten Verkauf der operativen Vermögenswerte von Sonim für 15 Millionen US-Dollar (plus potenzielle Earn-Outs von 5 Millionen). Das kombinierte Unternehmen wird weiterhin an der Nasdaq unter neuem Namen und neuem Tickersymbol gelistet sein. Das Zielunternehmen plant, im Jahr 2025 Tausende von GPUs zu aktivieren und konzentriert sich auf High-Performance Computing as a Service (HPCaaS) im schnell wachsenden Markt für KI-Infrastruktur, der bis 2028 voraussichtlich über 200 Milliarden US-Dollar erreichen wird.
- None.
- LOI is non-binding and subject to multiple approvals including stockholder and regulatory consent
- Significant business model shift away from rugged mobile solutions to untested AI infrastructure
- Sonim shareholders will become minority owners in the combined company
- Execution risks in scaling thousands of GPUs in competitive AI infrastructure market
Insights
Sonim's RTO into AI infrastructure represents strategic pivot from declining hardware business to high-growth AI computing sector with 33% projected annual growth.
This non-binding LOI outlines a reverse takeover that would transform Sonim from a rugged mobile device maker into an AI infrastructure player. The transaction structure reveals significant value disparity - Sonim stockholders retain equity valued at just
The strategic rationale aligns with market trends, as Sonim is exiting its legacy hardware business through a separate
The target company's focus on High-Performance Computing as a Service (HPCaaS) with owned data centers and power generation represents a vertically integrated approach to AI infrastructure. This model potentially addresses two critical AI bottlenecks: GPU availability and power constraints. The press release cites compelling growth metrics, including
While the transaction structure dilutes current Sonim shareholders substantially, it provides exposure to the exponential growth of AI computing demand that would be otherwise inaccessible to a small hardware player. The non-binding nature and multiple closing conditions indicate significant execution risk remains before completion.
The Integrated Solution Supports the Explosion of AI Workloads with Owned and Operated Data Centers with Dedicated Power Generation
San Diego, California--(Newsfile Corp. - June 25, 2025) - Sonim Technologies, Inc. (NASDAQ: SONM), a leading provider of rugged mobile solutions, today announced the signing of a non-binding Letter of Intent (LOI) for a proposed reverse take-over (RTO) with a private US-based company (the "Target") building out Nvidia-based High-Performance Computing (HPC) A.I. factories to support the hyper growth of cloud-based artificial intelligence (AI) workloads.
Key terms of the proposed transaction include:
The LOI outlines the framework for a strategic business combination pursuant to which stockholders of the HPC A.I. factory Target would own a majority in the combined company.
Sonim stockholders would retain equity valued at
$17.5 million in the combined company.The HPC A.I. factory Target would be valued at approximately
$300 million , with the valuation expected to be supported by a fairness opinion from an independent third party.Following the closing, the combined company is expected to adopt a new corporate name and ticker symbol while maintaining its listing on Nasdaq.
Sonim believes that, when combined with the previously announced sale of substantially all of its operating assets for
The Target is poised for significant growth by focusing on High-Performance Computing as a Service (HPCaaS). By leveraging their owned data centers, they aim to accelerate expansion, lower operational risks, and tap into the high-margin, fast-growing AI factory market. With plans to activate thousands of GPUs in 2025, they're positioning themselves to meet surging demand for the utility of the future, "Intelligence as a Service."
The global demand for AI-ready high-performance computing factory capacity is projected to grow at an average annual rate of
"This transaction positions Sonim stockholders to benefit from the tremendous growth of the AI revolution and represents a transformational step for Sonim and its stockholders," said Mike Mulica, Chair of the Special Committee for Sonim. "The RTO structure allows us to align with a forward-thinking partner in the AI and digital transformation space, leveraging their expertise to create a market-leading, technology-driven enterprise. At the same time, the CVR ensures our stockholders benefit from the successful transition of our legacy business."
The LOI is non-binding, and the transaction is further subject to customary closing conditions, regulatory approval, approval by Sonim stockholders and the completion of the Sonim Legacy Business Sale. The parties intend to finalize the definitive agreement and proceed with securing necessary approvals in a timely manner.
Sources:
- Boston Consulting Group. "Breaking Barriers to Data Center Growth." (Jan 20, 2025).
McKinsey & Company. (n.d.). "AI power: Expanding data center capacity to meet growing demand."
Data Center World. (2025). "2025 State of the Data Center Industry Report."
- IDC. (2025). Press release. "Artificial Intelligence Infrastructure Spending to Surpass the
$200B n USD Mark in the Next 5 years, According to IDC." - IDC. (2024). Press release. "Worldwide Spending on Artificial Intelligence Forecast to Reach
$632 Billion in 2028, According to a New IDC Spending Guide." - Boston Consulting Group. "Breaking Barriers to Data Center Growth." (Jan 20, 2025).
- Congressional Research Service. "Artificial Intelligence and Data Centers: Policy Considerations." Published Feb 5, 2025.
About Sonim Technologies
Sonim Technologies is a leading U.S. provider of rugged mobile solutions, including phones, wireless internet data devices, accessories and software designed to provide extra protection for users that demand more durability in their work and everyday lives. Trusted by first responders, government, and Fortune 500 customers since 1999, we currently sell our ruggedized mobility solutions through tier one wireless carriers and distributors in North America, EMEA, and Australia/New Zealand. Sonim devices and accessories connect users with voice, data, workflow and lifestyle applications that enhance the user experience while providing an extra level of protection. For more information, visit www.sonimtech.com.
Important Information and Where to Find It
This press release may be considered to be a soliciting material in connection with the 2025 Annual Meeting of Stockholders. Sonim has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2025 Annual Meeting of Stockholders.
Sonim's stockholders are strongly encouraged to read Sonim's definitive proxy statement (including any amendments or supplements thereto) and any other documents to be filed with the SEC carefully and in their entirety when they become available because they will contain important information.
Stockholders may obtain a free copy of the definitive proxy statement, any amendments or supplements to the proxy statement, and other documents that Sonim files with the SEC at no charge from the SEC's website at www.sec.gov. Copies will also be available at no charge on Sonim's website at https://ir.sonimtech.com/sec-filings/all-sec-filings.
Additional Information and Where to Find It
This communication relates to the proposed transaction involving Sonim. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Sonim plans to file with the SEC a proxy statement (the "Proxy Statement") relating to a special meeting of its stockholders and may file other documents with the SEC relating to the proposed transaction, including a prospectus. This communication is not a substitute for the Proxy Statement or any other document that Sonim may file with the SEC or send to its stockholders in connection with the proposed transaction. Before making any voting decision, stockholders of Sonim are urged to read the Proxy Statement in its entirety when it becomes available and any other relevant documents filed or to be filed with the SEC and any amendments or supplements thereto and any documents incorporated by reference therein, because they will contain important information about the proposed transaction and the parties to the proposed Transaction. Any vote in respect of resolutions to be proposed at a stockholder meeting of Sonim to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Investors and security holders will be able to obtain the Proxy Statement and other documents Sonim files with the SEC (when available) free of charge at the SEC's website (http://www.sec.gov) or at Sonim's investor relations website (https://ir.sonimtech.com/) or by e-mailing Sonim to ir@sonimtech.com.
Participants in the Solicitation
Sonim and its respective directors, executive officers, and other members of their management and employees, including Peter Liu (Chief Executive Officer and a director), Clay Crolius (Chief Financial Officer), and Sonim's directors—James Cassano, Mike Mulica, Jack Steenstra, and Jeffrey Wang—under SEC rules, may be deemed to be participants in the solicitation of proxies of Sonim's stockholders in connection with the proposed Transaction.
Stockholders may obtain more detailed information regarding Sonim's directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, under the captions "Directors, Executive Officers, and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Party Transactions" of Sonim's definitive proxy statement for the 2025 Annual Meeting filed with the SEC on June 18, 2025.
Any subsequent updates following the date hereof to the information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the proposed Transaction, if and when they become available. These documents will be available free of charge as described above.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the anticipated effects of the proposed transaction and the strategy of Sonim in connection with strategic alternatives, the growth of the AI market, the anticipated terms of the proposed transaction, and potential benefits of the proposed transaction to Sonim's stockholders. These forward-looking statements are based on Sonim's current expectations, estimates and projections, and certain assumptions made by Sonim, all of which are subject to change. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "achieve," "aim," "ambitions," "anticipate," "believe," "committed," "continue," "could," "designed," "estimate," "expect," "forecast," "future," "goals," "grow," "guidance," "intend," "likely," "may," "milestone," "objective," "on track," "opportunity," "outlook," "pending," "plan," "poised," "position," "possible," "potential," "predict," "progress," "promises," "roadmap," "seek," "should," "strive," "targets," "to be," "upcoming," "will," "would," and variations of such words and similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, the following: the ability of Sonim to meet expectations regarding the timing and completion of the proposed transaction; the possibility that the LOI will not result in the definitive agreement; the possibility that the conditions to the closing of the proposed transaction are not satisfied, including the risk that the required approvals are not obtained, the Sonim Legacy Business Sale does not close, and that Sonim's stockholders do not approve the proposed transaction; the challenges of maintaining Nasdaq listing and the potential necessity to implement a reverse stock-split in order to remain listed on Nasdaq; the occurrence of any event, change or other circumstances that could result in the definitive agreement (if ever executed) being terminated or the proposed transaction not being completed on the terms reflected in the definitive agreement, or at all; potential litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have adverse effects on the market price of Sonim's common stock; the risk that the current board of directors of Sonim loses the proxy contest and the new directors' slate determines to terminate the proposed transaction (whether at the state of LOI or definitive agreement); the effect of the announcement of the proposed transaction on the ability of Sonim to retain key personnel and maintain relationships with customers and business partners; the risk of unexpected costs or expenses resulting from the proposed transaction and the LOI; and other risks and uncertainties, including those described under "Risk Factors" included in Sonim's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission (available at www.sec.gov). Sonim cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Sonim assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.
Media Contact
Anette Gaven
pr@sonimtech.com
619-993-3058
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256750
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