Ecoark Spin-off Strategy Designed to Maximize Generation of Shareholder Value
SAN ANTONIO, Aug. 12, 2022 (GLOBE NEWSWIRE) — Ecoark Holdings, Inc. (“Ecoark” or the “Company”) (NASDAQ: ZEST) today announced executive management’s communication to its shareholders of the Company’s strategy to spin off its non-core subsidiaries to maximize the generation of shareholder value. As of the market close on August 11, 2022, Ecoark had a closing share price of $1.97 per share and market cap of approximately $52.14 million dollars.
On July 25, 2022, Ecoark executed a definitive agreement to sell its exploration and production business, White River Holdings Corp (“White River”), to Fortium Holdings Corp (“Fortium”) (OTC: FRTM) in an all-stock transaction for $30,000,000 of convertible preferred stock. On August 11, 2022, Ecoark executed a definitive agreement to sell its cryptocurrency mining business, Agora Digital Holdings, Inc. (“Agora Digital”), to HUMBL, Inc. (“HUMBL”) (OTC: HMBL) in an all-stock transaction for $60,000,000 of convertible preferred stock; the transaction is subject to various closing conditions which Ecoark believes will close in August 2022. Furthermore, on August 11, 2022, Ecoark entered into a non-binding letter of intent to divest its oilfield services business, Banner Midstream Corp (“Banner Midstream”), in an all-stock transaction to a confidential public company also engaged in oilfield services; further details will be disclosed to shareholders at the time of the execution of the reverse merger agreement which Ecoark expects to occur in August 2022. Upon the successful closing of all transactions, Ecoark plans to move forward with the acquiring companies to have registration statements filed to register the underlying shares of common stock for each series of common or preferred stock and then execute a stock dividend to distribute 100% of the fully converted shares of common stock to all Ecoark shareholders of record as of a future to be determined record date.
“As a diversified holding company, Ecoark’s executive team and Board of Directors are constantly monitoring the Company’s market cap versus our own estimated value of our underlying subsidiaries to assess whether the Company is fairly valued or not as a publicly traded company,” stated Randy May, Chairman and CEO of Ecoark. “Our belief, based on our current market cap, is that the market as a whole is valuing Ecoark almost entirely based on the prospects of our core subsidiary, Zest Labs, Inc. We feel, however, that the recently announced transactions of the divestitures of White River, Agora Digital, and Banner Midstream which are expected to generate approximately $100,000,000 in closing value prior to stock dividends are the most efficient manner for the Company to generate long-term shareholder value. We believe that the holding company model is no longer viable when the sum of all subsidiaries is significantly greater than the Company’s current market cap.”
“Ecoark will continue to provide updates to shareholders on these divestitures on an ongoing basis going forward through press releases and our upcoming 10-Q filing and annual shareholder meeting scheduled for September 9, 2022, at 1pm ET,” stated Jay Puchir, CFO of Ecoark. “In the last 60 days, we have been very active on executing transactions and will continually monitor for additional opportunities to continue to generate shareholder value.”
About Ecoark Holdings, Inc.
Founded in 2011, Ecoark is a diversified holding company. The company has three wholly-owned principal subsidiaries: Zest Labs, Inc. (“Zest Labs”), Banner Midstream Corp (“Banner Midstream”) and Agora Digital Holdings Inc. (“Agora”). Zest Labs, offers the Zest Fresh™ solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year. Banner Midstream is engaged in transportation and logistics services and procures and finances equipment to oilfield transportation services contractors. Agora is engaged in the cryptocurrency mining industry through its subsidiary, Bitstream Mining LLC.
ZEST FRESH™ and Zest Labs™ are trademarks of Zest Labs, Inc.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to our belief of the timing and success of the closings of the various transactions, plans to file registration statements, execution of stock dividends, our belief of the value of our company and continuing to create shareholder value. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors, such as market and other conditions, many of which are outside management’s control. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Among the risks that may affect these forward-looking statements are unanticipated issues in closing any or all of the transactions, delays in registration of stock dividends, failure to meet Nasdaq continued listing requirements, and undisclosed liabilities or other issues with the public company which we intend to merge Banner Midstream with the confidential public company, drop in value of stock prices prior to distribution to our shareholders and receipt of necessary shareholder approval. Additional risks and uncertainties are identified and discussed in Ecoark’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Marc Silverberg, ICR
Brian McBride, Ecoark