PharmaJanes.com (OTCBB: AEGY) and SK3 Group (OTC Pink: SKTO) Announce Agreement to Merge
March 04 2014 - 12:13PM
Marketwired
LOS ANGELES, CA-(Marketwired - Mar 4, 2014) - Alternative Energy
Partners, Inc. (OTCBB: AEGY) (OTCQB: AEGY), doing business as
PharmaJanes™, and SK3 Group (OTC Pink: SKTO), doing business as
Medical Greens™, announce that their respective Boards of Directors
have agreed in principle to merge the two companies for better
market efficiencies and to create a single medical marijuana market
support company which can qualify for a higher (AMEX, NASDAQ)
market listing. "This merger will allow us to recognize scale
economies and to coordinate our operations much better," said SKTO
President Artemus Mayor. According to AEGY President Mario Barrera:
"This merger should also clear up other issues including the
pending dividend, name change, and CUSIP change."
Final terms of the merger are still being worked out and a
merger agreement is expected to be signed within the next 30 days,
but the basic terms of the agreed merger call for SKTO and AEGY to
merge into a newly formed holding company which will integrate the
separate operations of both companies. Shareholders of each
constituent party to the merger will receive shares of the new
holding company, which will succeed to the SEC reporting obligation
of AEGY and which will apply for a new trading symbol, a new CUSIP
number, and continued electronic trading status with the Depository
Trust Company. The final exchange rate for the common shares
of AEGY and SKTO will be based on the volume weighted average
market value of each company on the record date, which has not yet
been determined.
The previously announced dividend of the 30 million shares of
AEGY held by SKTO will be accounted for in the merger by treating
those shares as held proportionately by the SKTO shareholders as of
the record date. Closing of the proposed merger will require
the new holding company to register the shares to be issued in the
merger to the shareholders of both AEGY and SKTO, and SKTO has
retained an independent accounting firm to conduct an audit of its
books as the first required step in the registration
process. The audit is expected to take approximately thirty
days from start to finish, after which the registration statement
will be filed for review by the SEC.
The merger agreement also is expected to be completed and signed
in the next thirty days at which time more details of the terms and
the timing of the merger can be disclosed. As a result of the
merger, the Boards of Directors of the two companies will be
restructured and combined into a new Board of Directors in the
surviving holding company.
"I am thrilled we are consolidating operations for both of these
companies under one roof, and I am looking forward to working
closely with the SKTO team," said AEGY Chief Technology Officer
Frank Gomez. According to SKTO's Dave Hoye: "This could not be
a better arrangement for what we have been doing at Berkeley
Bio. This will allow us to more effectively deliver our
cutting edge products to our patient customers."
About PharmaJanes™ PharmaJanes'™ online ordering platform allows
authorized medical marijuana patients to order, process and pay for
their needs, in a simple, safe and secure ordering and payment
interface. Simple Prepay™, a separate division of AEGY, is a
merchant payment solution developed to offer a convenient payment
solution to medical cannabis dispensaries, collectives, and
delivery services. Upon completion of verification, patients have
access to all medical cannabis products available on the
PharmaJanes™ menu. PharmaJanes™ features products produced by
master growers, and products licensed by SKTO to its wholesale
managed collectives. PharmaJanes™ is the exclusive online
marketing platform for Medical Greens™, a subsidiary of SKTO.
About SKTO
SK3 is a healthcare logistics and fulfillment consultancy doing
business as Medical Greens™ and focused on the delivery of
alternative care and medicine. With seasoned management,
breakthrough technology and best practices, SK3 brings
standardization and transparency to this rapidly growing segment of
the alternative care field.
FDA Statement
The statements in this document have not been evaluated or
approved by the FDA. The products and statements referenced in this
document are not intended to diagnose, treat, cure, or prevent any
disease.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are based on the current plans and
expectations of management and are subject to a number of
uncertainties and risks that could significantly affect the
company's current plans and expectations, as well as future results
of operations and financial condition. A more extensive listing of
risks and factors that may affect the company's business prospects
and cause actual results to differ materially from those described
in the forward-looking statements can be found in the reports and
other documents filed by the company with the Securities and
Exchange Commission. The company undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
A.
Mayorinvestors@medicalgreens.com Investor Relations
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