Cover-All Technologies Inc. (NYSEMKT:COVR) today announced that
it has been informed by Majesco that the NYSE MKT has cleared
Majesco to apply for listing on the NYSE MKT and that Majesco has
filed a listing application with the NYSE MKT.
This eligibility clearance is an important milestone in the
process of listing Majesco’s shares. Following the consummation of
the merger, Cover-All expects that the shares of the combined
company will be publicly-traded on the NYSE MKT under the symbol
“MJCO”, subject to receipt of the NYSE MKT’s approval and official
notice of issuance.
Cover-All anticipates its registration statement will become
effective by the end of April 2015 and the closing of the Merger by
June or July 2015, at which time Cover-All shareholders and equity
award holders will own 16.5% of Majesco.
FORWARD-LOOKING STATEMENTS
Certain statements in this communication regarding the proposed
merger of Cover-All with and into Majesco, including any statements
regarding the expected timetable for completing the transaction,
benefits and synergies of the transaction, future opportunities for
the combined company and products, and any other statements
regarding Majesco’s and Cover-All’s future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not historical facts are
forward-looking statements. These statements are often, but not
always, made through the use of words or phrases such as “may”,
“believe,” “anticipate,” “could”, “should,” “intend,” “plan,”
“will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),”
“project(s),” “forecast(s)”, “positioned,” “approximately,”
“potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar
expressions. All such forward-looking statements involve estimates
and assumptions that are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from
the results expressed or implied in this communication. These
statements are based on management’s current expectations and/or
beliefs and assumptions that management considers reasonable, which
assumptions may or may not prove correct.
Among the key factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements are the following: (i) the expected timeframe for
completing the merger described herein (the “Merger”) and the
transactions contemplated thereby; (ii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement described herein (the “Merger
Agreement”); (iii) the risk that one or more of the conditions to
closing of the Merger may not be satisfied, including, without
limitation, the effectiveness of the registration statement to be
filed with the SEC, the approval of the Merger by Cover-All’s
stockholders, the consummation of the reorganization of Majesco or
regulatory approvals necessary for such reorganization or the
listing of the combined company’s common stock on the NYSE MKT;
(iv) the risk of disruptions to current plans and operations,
increased operating costs and the potential difficulties in
maintaining customer, supplier, employee, operational and strategic
relationships as a result of the announcement and consummation of
the Merger or otherwise; (v) adverse results in any legal
proceedings that may be instituted against Cover-All, Majesco,
their respective affiliates or others following announcement of the
Merger Agreement and transactions contemplated thereby; (vi) the
risk that unexpected costs will be incurred in connection with the
Merger; (vii) the risk that the projected value creation and
efficiencies from the Merger will not be realized, or will not be
realized within the anticipated time period; (viii) Majesco’s
ability to promptly, efficiently and effectively integrate
Cover-All’s operations into those of the combined company; (ix) the
lack of a public market for shares of Majesco’s common stock and
the possibility that a market for such shares may not develop; (x)
working capital needs; (xi) continued compliance with government
regulations; (xii) labor practices; (xiii) the combined company’s
ability to achieve increased market acceptance for its product and
service offerings and penetrate new markets; and (xiv) the
possibility that Cover-All or Majesco may be adversely affected by
other economic, business and/or competitive factors, including
rapidly changing customer preferences and trends.
Additional information concerning these and other factors can be
found in Cover-All’s filings with the SEC, including Cover-All’s
most recent Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K and in the Registration
Statement on Form S-4 filed by Majesco in connection with the
proposed transaction. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. Majesco and Cover-All are under no obligation
to, and expressly disclaim any obligation to, update or alter any
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise, except as
required by applicable law.
A registration statement on Form S-4 related to the proposed
transaction has been filed with the SEC, but it has not yet become
effective. The securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. Investors are urged to read the registration statement
and other relevant documents filed with the SEC when they become
available.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
In connection with the proposed transaction between Cover-All
and Majesco, Cover-All and Majesco have filed and intend to
continue to file relevant materials with the SEC, including a
Registration Statement on Form S-4 that includes a preliminary
proxy statement of Cover-All and also constitutes a preliminary
prospectus of Majesco. A definitive proxy statement/prospectus will
be mailed to Cover-All’s stockholders when the registration
statement has become effective. Majesco and Cover-All will each
also file other documents regarding the proposed transaction with
the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT COVER-ALL, MAJESCO AND THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the registration statement and the proxy
statement/prospectus (when they become available) and other
documents filed with the SEC (when they become available) by
Majesco or Cover-All through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Cover-All will be available free of charge on Cover-All’s website
at http://www.cover-all.com/ or by contacting Ann Massey, Chief
Financial Officer, Cover-All Technologies Inc., at 412 Mt. Kemble
Avenue, Suite 110C, Morristown, New Jersey 07960 or by e-mail at
amassey@cover-all.com. Copies of documents filed with the SEC by
Majesco will also be available free of charge on Majesco’s website
at http://www.Majesco.com/ or by contacting Attn.: Lori Stanley,
General Counsel, Majesco, 5 Penn Plaza, 14th Floor, New York, NY
10001 or by e-mail at lori.stanley@majesco.com.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any
investor or security holder. However, Cover-All, Majesco, their
respective directors and certain of their respective executive
officers may be deemed participants in the solicitation of proxies
in connection with the proposed transaction under the rules of the
SEC. INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY
SOLICITATIONS, INCLUDING COVER-ALL’S AND MAJESCO’S DIRECTORS AND
EXECUTIVE OFFICERS, AND A MORE COMPLETE DESCRIPTION OF THEIR DIRECT
AND INDIRECT INTERESTS IN THE PROPOSED TRANSACTION, BY SECURITY
HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS FILED BY
COVER-ALL AND MAJESCO WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION. These documents can be obtained free of charge from
the respective sources indicated above.
NON-SOLICITATION
This communication does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities of Majesco or Cover-All, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the “Securities Act”), or as otherwise
permitted under the Securities Act or the rules promulgated
thereunder. This communication does not constitute the solicitation
of any vote or approval.
ABOUT COVER-ALL TECHNOLOGIES INC.
Cover-All provides property and casualty insurance professionals
a robust state-of-the-art, browser-based family of Policy, Business
Intelligence, and Claims solutions designed to deliver products to
market faster, enhance quality, ensure compliance, and reduce
costs. With offices in Morristown, NJ and Honolulu, HI, Cover-All
continues its tradition of developing technology solutions designed
to revolutionize the way property and casualty insurance business
is conducted.
Additional information is available online at
www.cover-all.com.
Cover-All Technologies Inc.Corporate Contact:Ann Massey,
973-461-5190Chief Financial
Officeramassey@cover-all.comorInvestor & Media
Contact:SM Berger & CoAndrew Berger,
216-464-6400andrew@smberger.com