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Jensyn Acquisition to Merge with US Energy Marketing Firm BAE.

M2 EQUITYBITES-November 13, 2017-Jensyn Acquisition to Merge with US Energy Marketing Firm BAE


13 November 2017 - New Jersey, US-based blank check company Jensyn Acquisition Corp. (NASDAQ: JSYN) has agreed to enter a business combination with New York, US-based energy, marketing, finance and services firm BAE Energy Management, LLC, the company said.

Based on current projections and BAE's receipt of the minimum cash contribution from Jensyn, BAE and Jensyn expect that Jensyn common and common equivalent holders will receive not less than USD 1.00 per share in dividends in the first 12 months post-closing paid pro rata on a monthly basis.

At close, Jensyn will own approximately 45% of BAE's outstanding membership units (3,621,317 units), and the current owners of BAE will own approximately 55% of the outstanding units (4.4m units), subject to adjustment based upon BAE's net working capital and indebtedness at closing, the amount of transaction expenses incurred by BAE and its owners, and the amount of cash contributed by Jensyn to BAE.

In no event will the amount of Jensyn's contribution to BAE be less than USD 15m. The trust account holds funds of approximately USD 40.798m.

The current owners of BAE will be issued an additional 300,000 units in BAE at closing if the average volume weighted average price (VWAP) of the Jensyn common stock is between USD12 and USD13 per share during the ten trading days before the closing, and 600,000 units if the average VWAP of the Jensyn common stock during such ten trading day period is USD 13 or more per share.

The closing of the business combination is subject to the approval of Jensyn's board of directors and stockholders and the finalisation of certain ancillary agreements contemplated by the definitive business combination agreement, including an agreement which will require BAE to make certain periodic distributions to its members and Jensyn to make certain periodic dividend payments to its stockholders after the closing.

BAE will be renamed Vantage Energy Fund in the transaction.

BAE is the parent company of Big Apple Energy and Vantage Commodities Financial Services. Big Apple Energy is an energy marketing aggregator and service provider within the retail energy sector.

Vantage Commodities Financial Services is a financing provider to small and medium energy service companies. BAE integrates key ESCO business functions on one platform, including financing, purchasing, managing regulatory compliance, CRM, pricing and hedging operations.

Big Apple said the combination with Jensyn provides it with the public visibility to continue to grow and expand its customer base.

Jensyn said Big Apple is in a fragmented sector. The company said it plans to leverage its SPAC and building consulting and service platforms.

BAE Energy Management, LLC is comprised of two major subsidiaries, Big Apple Energy and Vantage Commodities Financial Services. Big Apple Energy is a market aggregator supplying small to medium size ESCOs that typically lack the buying power and expertise to effectively compete in the deregulated natural gas and power markets.

Jensyn Acquisition Corp. a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities.

Chardan is acting as Jensyn's sole M and A advisor on the transaction.

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Publication:M2 EquityBites (EQB)
Date:Nov 13, 2017
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