MONTEREY CAPITAL ACQUISITION CORPORATION Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On
Treatment of
ConnectM Stock. At the Effective Time (as defined in the Merger Agreement), each
share of ConnectM common stock, par value
Stock Options. At the Effective Time, each outstanding option to purchase shares of ConnectM Common Stock will be converted into an option to purchase shares of MCAC Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Warrants. At the Effective Time, each outstanding warrant to purchase shares of ConnectM Common Stock will be converted into a warrant to purchase shares of MCAC Common Stock equal to the number of shares subject to such warrant prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) financial statements and internal controls, (f) absence of certain changes and undisclosed liabilities, (g) litigation, (h) labor and employee matters, (i) environmental matters, (j) tax matters, (k) real and personal property, (l) intellectual property, (m) insurance, (n) material contracts, (o) brokers and finders, (p) trade compliance and (q) transactions with affiliates.
Covenants
The Merger Agreement includes customary covenants of the parties with respect to
operation of their respective businesses prior to consummation of the Merger and
efforts to satisfy conditions to consummation of the Merger. The Merger
Agreement also contains additional covenants of the parties, including, among
others, covenants providing for MCAC and ConnectM to use reasonable best efforts
to cooperate in the preparation of the Registration Statement and Proxy
Statement (as each such term is defined in the Merger Agreement) required to be
filed in connection with the Merger and to obtain all requisite approvals of
their respective stockholders including, in the case of MCAC, approvals of the
Merger Agreement and the Merger, the restated certificate of incorporation, the
share issuance under the rules of the
Non-Solicitation Restrictions
Each of MCAC and ConnectM has agreed that from the date of the Merger Agreement to the date of the closing (the "Closing" or "Closing Date") or, if earlier, the termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to a Parent Acquisition Proposal, in the case of MCAC, or a Company Acquisition Proposal, in the case of the Company (as such terms are defined in the Merger Agreement), or enter into any agreement relating to such a proposal. Each of MCAC and ConnectM has also agreed to use its reasonable best efforts to prevent any of its representatives from doing the same.
Conditions to Closing
The consummation of the Merger is conditioned upon, among other things, (i)
receipt of the MCAC stockholder approval and ConnectM stockholder approval, (ii)
the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (iii) the absence of any
governmental order, statute, rule or regulation enjoining or prohibiting the
consummation of the transactions, (iv) the effectiveness of the Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act"),
(v) MCAC having at least
Termination
The Merger Agreement may be terminated at any time prior to the Effective Time as follows:
(i) by mutual written consent of MCAC and ConnectM;
(ii) by either MCAC or ConnectM if the Merger is not consummated on or before
November 13, 2023 (the "Outside Date"), provided that the failure to consummate the Merger by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;
(iii) by either MCAC or ConnectM if the other party has breached any of its
covenants or representations and warranties such that closing conditions
would not be satisfied at the Closing (subject to a 30-day cure period
for breaches that are curable), provided that such right to terminate
will not be available to either party if it has breached in any material
respect its obligations set forth in the Merger Agreement in any manner
that will have proximately contributed to the occurrence of the failure
of a condition to the consummation of the Merger;
(iv) by either MCAC or ConnectM if a governmental entity shall have issued a
law or final, non-appealable governmental order, rule or regulation
permanently restraining, enjoining or prohibiting the consummation of the
Merger, provided that, the party seeking to terminate cannot have breached
its obligations under the Merger Agreement in a manner that has
proximately contributed to the governmental action;
(v) by either MCAC or ConnectM if MCAC stockholder approval shall not have
been obtained by reason of the failure to obtain the required vote upon a
vote held at the special meeting or any adjournment thereof;
(vi) by written notice from MCAC to ConnectM if the Company Stockholders do not . . .
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between MCAC and ConnectM. All statements other than statements of
historical facts contained in this report, including statements regarding MCAC
or ConnectM's future results of operations and financial position, the amount of
cash expected to be available to ConnectM after the Closing and giving effect to
any redemptions by MCAC stockholders, ConnectM's business strategy, prospective
products, product approvals, research and development costs, timing and
likelihood of success, plans and objectives of management for future operations,
future results of current and anticipated products and expected use of proceeds,
are forward-looking statements. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of MCAC securities; the failure to satisfy the
conditions to closing the transaction, including the approval by the
stockholders of MCAC and the receipt of certain governmental and regulatory
approvals; the risk that some or all of MCAC's stockholders may redeem their
shares at the Closing Date; the effect of the announcement or pendency of the
transaction on the ConnectM's business relationships and business generally; the
outcome of any legal proceedings that may be instituted related to the
transaction; the ability to realize the anticipated benefits of the transaction;
and ConnectM may use its capital resources sooner than it expects. Moreover,
ConnectM operates in a very competitive and rapidly changing environment.
Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified and some of which
are beyond MCAC's and ConnectM's control, you should not rely on these
forward-looking statements as predictions of future events. The foregoing list
of factors is not exclusive, and you should carefully consider the foregoing
factors and the other risks and uncertainties described in the registration
statement on Form S-4 discussed below and other documents filed by MCAC's from
time to time with the
Important Information for Investors and Stockholders
This document relates to a proposed transaction between MCAC and ConnectM. This
document does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. MCAC intends to file a registration statement on Form S-4
with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Participants in the Solicitation
MCAC and ConnectM and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MCAC's stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of MCAC and information regarding their interests in the Merger will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Agreement and Plan of Merger dated as ofDecember 31, 2022 , by and amongMonterey Capital Acquisition Corporation ,Chronos Merger Sub, Inc. andConnectM Technology Solutions, Inc. 10.1 Sponsor Support Agreement dated as ofDecember 31, 2022 , by and amongMonterey Capital Acquisition Corporation ,Monterrey Acquisition Sponsor, LLC andConnectM Technology Solutions, Inc. 10.2 Company Stockholder Support Agreement dated as ofDecember 31, 2022 , by and amongMonterey Capital Acquisition Corporation ,ConnectM Technology Solutions, Inc. and the Company Stockholders. 10.3 Form of Lock-up Agreement. 10.4 Form ofConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan. 10.5 Form of Amended and Restated Registration Rights Agreement. 10.6 Forward Purchase Agreement dated as ofDecember 31, 2022 , by and amongMeteora Special Opportunity Fund ,Monterey Capital Acquisition Corporation andConnectM Technology Solutions, Inc. 99.1 Press Release issued byMonterey Capital Acquisition Corporation andConnectM Technology Solutions, Inc. onJanuary 3, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2).
agrees to furnish supplementally a copy of all omitted exhibits and schedules
to the
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