Gresham Worldwide Merges with Ault Disruptive to Expand Defense and Healthcare Tech

Gresham Worldwide, Inc. (OTCQB:GIGA) ("Gresham" or the "Company"), a provider of high-performance purpose-built electronic solutions for mission critical applications in defense, health care, telecommunications, and transportation industries, and Ault Disruptive Technologies Corporation (NYSE:ADRT) ("Ault Disruptive"), a special purpose acquisition company, today announced they have entered into a definitive agreement and plan of merger (the "Merger Agreement"). Under the terms of the Merger Agreement, a wholly owned subsidiary of Ault Disruptive will merge with and into Gresham and the holders of the outstanding Gresham shares will receive equity in Ault Disruptive in connection with the business combination (the "Transaction").

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The Boards of Directors of both Gresham and Ault Disruptive have unanimously approved the proposed Transaction, which is subject to customary closing conditions, including receipt of all regulatory approvals, as well as the approval of the proposed Transaction by Gresham's and Ault Disruptive's stockholders. The closing of the transaction is anticipated to occur in the fourth quarter 2024, with Gresham to redomicile from California to Delaware prior to the closing. Ault Disruptive will be rebranded and operate as Gresham Worldwide, Inc. and is expected to remain listed on the NYSE American under the ticker symbol "GWWI."

While each of Ault Disruptive and Gresham is a public traded corporation, Ault Alliance, Inc. beneficially owns a majority of each issuer's shares of common stock. As such, the Transaction is a related party transaction.

Following the closing of the Transaction, the combined company will be led by Jonathan Read, Gresham's Chief Executive Officer and Lutz P. Henckels, Gresham's Chief Financial Officer.

Gresham is a defense contractor, manufacturer of sophisticated medical testing equipment and distributor of electronic components with material operations in Israel, the United Kingdom, Connecticut and California.

Jonathan Read, Chief Executive Officer of Gresham, said, "The merger with Ault Disruptive marks a significant step for Gresham. It will allow us to expand the full potential of our investments in defense and healthcare technology. Listing on the NYSE American stock exchange should provide us with access to the necessary resources and visibility to enhance our engineering, production, and sourcing capabilities. Gresham has achieved over 20% revenue growth annually for the past three years and expects that growth to significantly accelerate with our global defense requirements and our new products for the healthcare industry. We are executing on our substantial $40+ million backlog of orders, while securing new orders from existing and prospective customers. Out support of the Israel defense requirements is vital to our global market position. Our expansion into providing NATO members defense products is also resulting in increased projects and products. We also believe that being on a national exchange will give us access to the resources to continue executing acquisitions of smaller defense contractors and accelerate our growth both organically and through M&A."

Willliam Horne, Chief Executive Officer of Ault Disruptive said, "We are excited to partner with Gresham, a leader in high-performance electronic solutions for mission-critical applications across various industries. The increasing global demand for defense-related technologies, driven by ongoing conflicts and tensions, underscores the value of Gresham's offerings. This merger will not only bolster Gresham's growth but also deliver significant value to our stockholders. We look forward to working closely with Jonathan and his team as Gresham continues its impressive growth journey."

Transaction Overview

Under the terms of the Merger Agreement, the Transaction is valued at an estimated pro forma enterprise value of approximately $83 million. At the closing, Gresham expects up to approximately $1 million of gross cash proceeds, assuming no redemptions by Ault Disruptive's public stockholders, and intends to use net proceeds to fund continuing growth and expansion of its business. Upon completion of the Transaction, and assuming the issuance of common stock upon the conversion of outstanding convertible notes, Gresham stockholders will retain 100% of their equity and own 66% of the combined company at closing, assuming no redemptions by Ault Disruptive's public stockholders.