“`html
09/13/2025 – 09:11 PM
IRVINE, Calif. – Signaling a bold move in the semiconductor space, Mobix Labs, Inc. (NASDAQ: MOBX) has officially declared its intent to launch a hostile exchange offer for all outstanding shares of Peraso, Inc. (NASDAQ: PRSO). The company filed a Form 425 with the U.S. Securities and Exchange Commission confirming its proposal. The offer, as currently structured, will involve a combination of cash and Mobix Labs common stock, a move Mobix Labs believes will deliver immediate value to Peraso shareholders while allowing them to participate in the combined entity’s future success.
Peraso’s Stance Sparks Controversy
The unfolding drama intensified after exploratory talks when Peraso’s board allegedly demanded Mobix Labs refrain from direct communication with Peraso shareholders as a condition for continued negotiation. Mobix Labs views this restriction as an attempt to shield investors from information critical to assessing the offer’s merits and a fair evaluation of their options.
“Transparency is paramount for Peraso shareholders,” asserted Keyvan Samini, President and CFO of Mobix Labs. “The board’s attempt to silence external voices, while simultaneously pursuing actions that, in our view, are detrimental to its investors, is concerning. We offer a compelling alternative: immediate cash, equity in a stronger, integrated company, and a management team with a proven track record. While we remain open to a negotiated agreement, we will not be barred from communicating directly with those who bear the ultimate risk – the shareholders.”
Dilution Concerns Raised Amidst Acquisition Attempt
Mobix Labs is heavily criticizing Peraso’s recent financing agreement, labeling it as highly dilutive, particularly during an ongoing sale process. The company points specifically to Peraso’s decision last week to reduce the exercise price of existing warrants, leading to the issuance of 952,380 new shares, while simultaneously issuing new warrants equivalent to 100% of the exercised shares, with an extended term of five and a half years.
Analysts suggest this maneuver could significantly devalue existing shareholder equity, effectively doubling dilution while granting long-term equity stakes at reduced prices. Furthermore, Peraso’s commitment to register the resale of these newly issued warrant shares within 30 days could further escalate near-term selling pressure. The specter of potentially dilutive financing reappearing after a mere 20 days hangs over the process, adding to the unease.
“This financing decision, in our assessment, diminishes the company’s attractiveness to potential acquirers and rewards management at the shareholders’ expense,” Samini added. “Instead of safeguarding investor interests during a prospective sale, Peraso opted to issue discounted stock and warrants with extended durations, potentially undermining shareholder value at a critical juncture.”
The Strategic Rationale: Diversification and Scale
Mobix Labs believes a merger would be mutually beneficial, integrating Peraso’s 60 GHz millimeter wave technology with Mobix Labs’ rapidly expanding presence in the aerospace, defense, and wireless sectors. The resulting synergy would create a larger, more diversified player, offering enhanced economies of scale, a broader technological portfolio, and expanded customer access. Analysts note that this diversification could provide resilience against sector-specific downturns and create cross-selling opportunities.
Financing Secured for Potential Acquisition
Mobix Labs states it has access to an equity line of credit with a total capacity of up to $100 million. While the accessibility of the full amount is contingent on share availability and prevailing market conditions, Mobix Labs is confident that this facility, coupled with other funding sources, will provide ample resources to finance the tender offer. The company anticipates completing the transaction within approximately 75 days, assuming Peraso does not actively obstruct the process. Industry observers note that the 75-day timeframe is ambitious, given the potential for regulatory hurdles and shareholder resistance.
The formal exchange offer will commence upon filing a Registration Statement on Form S-4 with the SEC. Completion of the transaction is contingent upon meeting various closing conditions, including shareholder approval, securing financing, Peraso’s removal of anti-takeover measures, SEC effectiveness of the S-4, and obtaining required regulatory approvals.
Additional Information
This announcement is for informational purposes only and does not constitute an offer to buy or solicit an offer to sell any securities. Any offering of securities will be made only through a prospectus. Mobix Labs and Peraso investors are strongly advised to read any proxy statements, registration statements, tender offer documents, or other documents filed with the SEC when they become available, as these documents will contain critical information.
About Mobix Labs
Mobix Labs, Inc. (Nasdaq: MOBX) is a technology provider specializing in advanced connectivity and defense solutions for mission-critical applications. The company’s products are deployed in leading defense platforms and advanced communication systems around the globe.
Forward-Looking Statements
This press release contains “forward-looking statements” subject to risks, uncertainties, and assumptions. These statements involve expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning non-historical matters. Factors that could cause actual results to differ materially include the ability to reach a definitive agreement with Peraso, Peraso’s willingness to engage in negotiations, the outcome of any tender offer, exchange offer, or solicitation, satisfaction of closing conditions, stockholder and regulatory approvals, and potential delays in consummating the transaction. Investors are cautioned not to place undue reliance on these statements, which speak only as of the date of this release. Mobix Labs undertakes no obligation to update or revise forward-looking statements, except as required by law.
“`
Original article, Author: Jam. If you wish to reprint this article, please indicate the source:https://aicnbc.com/9287.html
