Priority's $8.05 Buyout Waits as Polar Rejects Solidion

Two take-out attempts moved this week, and they show that leverage follows the votes. Polar Power's board on Monday, Oct. 5, rejected Solidion Technology's all-cash proposal for the company's assets. Solidion replied on Tuesday, Oct. 6, that it sees no basis to raise. Neither side has published a price.

Priority Technology Holdings is the opposite case. Its board signed a merger agreement with an investor group led by Chairman and CEO Thomas Priore at $8.05 a share in cash, according to a Form 8-K filed on Sept. 21. Director filings from Monday add a $7.80 tax-withholding value, not a trading price.

Solidion's Bid for Polar Assets Has No Public Price

Polar said in a GlobeNewswire release issued at 4:05 p.m. ET on Oct. 5 that it received the offer the previous week and that the proposal "materially and substantially undervalues" its assets, intellectual property and growth prospects. Chief Executive Arthur Sams said the bid "does not come close to reflecting the value of those assets." Polar said it remains open to mergers, joint ventures and strategic investments.

Solidion answered in a PR Newswire release at 6:00 a.m. ET on Oct. 6. Chairman and CEO Jaymes Winters said, "we will not overpay to simply complete a transaction." The release says the bid covers "substantially all" of Polar's assets and is non-binding, subject to due diligence, financing considerations and a definitive agreement. With no price in either release, no premium can be measured. TradeFlock reported Solidion's statement earlier on Tuesday.

Polar's 10-Q Is the Core of Solidion's Case

Solidion leaned on Polar's own quarterly report for the period ended June 30, whose cash burn, July equity facility and August convertible notes were covered in TradeFlock's earlier report. The same filing shows what an asset buyer would be pricing: inventory of $9.2 million made up most of the company's $10.2 million in total assets. Stockholders' equity was $857,000, up from $144,000 at the end of 2025.

The bidder is not flush either. Solidion's June quarter 10-Q shows $27.7 million in cash after a June 9 private placement that raised about $35.0 million gross, but also a six-month net loss of $4.3 million, a little more than twice Polar's $2.0 million.

Sams Holds 18.7% as Polar's Board Blocks the Path

Polar is incorporated in Delaware, where Section 271 of the General Corporation Law provides that a sale of all or substantially all of a company's assets is made on terms the board approves and a majority of the outstanding stock authorizes. Neither company's filings address the statute, but as general context it means an asset offer, unlike a bid for shares, cannot be taken to stockholders over the board's head. Polar's proxy statement lists Sams with 806,229 shares, or 18.7% of the 4,309,319 shares outstanding on Sept. 9, while five outside investors each appear at a capped 9.99%. A Form 8-K filed on Sept. 28 shows Sams swapped $614,700 of notes for 683 preferred shares and a warrant for 382,276 shares at $1.34.

Priority's Controller Group Holds 61.4% Through Support Pacts

Priority's Sept. 21 Form 8-K sets out the terms. Holders of about 61.4% of the stock signed support agreements, but the deal also needs a majority of votes cast by disinterested stockholders under Section 144 of Delaware law. Funding comes from up to $160 million of equity from Searchlight Capital Partners funds, a draw on Priority's Truist revolver and company cash, with no financing condition. Priority would owe a $15.75 million break fee and the buyer a $35.25 million reverse fee. The outside date is Dec. 18, 2027.

The Sept. 21 deal press release, filed as an exhibit to that 8-K, puts the enterprise value at approximately $1.6 billion and says closing is expected in the first half of 2027. Priore told the special committee he does not intend to sell his stake to any third party, which leaves little room for a rival bid. By contrast, the founders bidding for 111 Inc. still face a special committee weighing a non-binding offer.

Priority Director Filings Show a $7.80 Withholding Value

The fresh data sits in five director Form 4s filed on Monday, Oct. 5. Each director had 4,296 restricted units vest on Thursday, Oct. 1. Three of them, special committee chair Michael Passilla, Christina Favilla and Marietta Davis, had shares withheld to cover taxes on the vesting. Each Form 4 values the withheld shares at $7.80 apiece. That is the per-share value used for the tax withholding, reported as a disposition to the company, not a price at which anyone bought or sold stock in the market. The deal terms are unchanged at $8.05 a share in cash.

Polar's Oct. 14 Vote and Oct. 28 Nasdaq Deadline

Polar holds its annual meeting on Wednesday, Oct. 14, according to the same proxy. Stockholders will vote on issuing more than 19.99% of its stock at prices that may sit below Nasdaq's minimum price, and on a reverse split of 1-for-3 to 1-for-20. Solidion's release says Polar must show Nasdaq it meets the stockholders' equity rule by Wednesday, Oct. 28. If both measures pass, Polar gets room to keep raising money and keep saying no. If they fail, Solidion's undisclosed price gets harder for the board to wave off. For Priority, the next filing to watch is the proxy and Schedule 13E-3 its 8-K promises.