Menomonee Falls-based ZBB Energy Corp. plans to change its name to EnSync Inc., according to a proxy statement recently filed with the U.S. Securities and Exchange Commission.
Shareholders are scheduled to vote on the name change on June 29, the same day they will be asked to approve a transaction with Solar Power Inc. that could potentially lead to majority ownership for the China-based company.
First, ZBB said the name change is intended to better reflect the business.
“Our Board recommends we change our name to demarcate our current business plan from our former plan and because the Board believes the suggested name is more reflective of our business, which is no longer singularly focused on zinc bromide battery development and production but rather the development of solutions for our customers that synchronize energy storage equipment with microgrids and electric utility providers,” the company wrote in the filing.
According to the filing, the name change will not affect the validity or transferability of stock certificates outstanding, the capital structure of the company or the trading of the company’s common stock on the NYSE MKT. There will also be no changes to the rights of shareholders.
If the name change proposal is passed, shareholders will not have to surrender or exchange their existing stock certificates. Uncertificated shares held in direct registration accounts and any new stock certificates that are issued after the name change becomes effective will bear the name EnSync Inc.
As for the proposed Solar Power Inc. transaction, it is expected to result in revenue between $80 million and $120 million.
Discussions with SPI began about a year ago when ZBB decided that SPI’s market vision combining renewables and storage was aligned with its own vision.
If the deal is approved, ZBB anticipates it will need to expand its manufacturing capability for all of its products. SPI and ZBB subsequently agreed on a two-step financing package where SPI will provide ZBB initially with $33.4 million in new equity financing and, as a second step, may later provide an additional $36.7 million upon exercise of a warrant.
This two-step financing package, under certain circumstances, could provide a potential path to majority ownership for SPI, ZBB said in the filing.
“The Board of Directors has thought long and hard about this transaction,” the company said. “When SPI presented a deal that not only gives ZBB a business transforming purchase commitment but also capital to provide the financial wherewithal, the decision became a much easier one to make. We believe that this deal offers an exciting opportunity for the growth of ZBB’s business. For these reasons, we are unanimously recommending approval of this deal.”