ATLANTA, July 1, 2020 /PRNewswire/ -- AMERI Holdings,
Inc. (NASDAQ: AMRH) ("Ameri" or the "Company"), announced that the
Company is continuing to work through the regulatory review process
towards finalizing the proposed amalgamation transaction with Jay
Pharma, Inc. ("Jay Pharma"), a Canadian company dedicated to
developing innovative, evidence-based cannabinoid products and
combination therapies to address unmet needs in cancer care (the
"Amalgamation"). In connection with the Amalgamation, Ameri will
spin-off its existing IT services business to a private entity
founded by Ameri management in partnership with Ameri's current
Series A Preferred Equity Holders (the "Spin-Off," and
collectively, with the Amalgamation, the "Transactions"). The
Transactions, which were originally expected to close in the first
half of 2020, remain subject to Ameri shareholder approval,
approval of the Nasdaq Stock Market, and other customary closing
conditions. Ameri filed a Registration Statement on Form S-4 and
preliminary Proxy Statement on May 27,
2020, with the Securities and Exchange Commission ("SEC") in
connection with Ameri's proposed amalgamation agreement with Jay
Pharma (the "transaction"). Once the required regulatory approvals
have been obtained, the Company intends to immediately set a date
for a special meeting for its shareholders to approve the proposals
associated with the Transactions, deliver the final Proxy Statement
to its shareholders, and then proceed to expeditiously close the
Transactions.
About Ameri100
Ameri is a specialized SAP® cloud, digital and enterprise
solutions company that provides SAP® services to customers
worldwide. Headquartered in Suwanee,
Georgia, Ameri has offices in the U.S. and Canada. The Company also has global delivery
centers in India. With its bespoke
engagement model, Ameri delivers transformational value to its
clients across industry verticals. For further information, visit
www.ameri100.com
Important Additional Information Filed with the SEC
In connection with the proposed transactions, Ameri has filed
with the SEC a registration statement on Form S-4 that includes a
preliminary joint proxy statement of Ameri and Jay Pharma that also
constitutes a prospectus of Ameri and the definitive joint proxy
statement statement/prospectus will be mailed to shareholders of
Ameri and Jay Pharma. Ameri and Jay Pharma also plan to file other
relevant documents with the SEC regarding the proposed
transaction AMERI URGES INVESTORS AND STOCKHOLDERS TO READ
THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
AMERI, THE PROPOSED TRANSACTIONS AND RELATED
MATTERS. Investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents
filed by the Company with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the proxy statement, prospectus and other documents filed
by Ameri with the SEC by contacting Investor Relations by mail at
4080 McGinnis Ferry Road, Suite 1306, Alpharetta, Georgia. Stockholders are urged to
read the proxy statement, prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transactions.
Participants in the Solicitation
Ameri and Jay Pharma, as well as each of their respective
directors and executive officers and certain of their other members
of management and employees, may be deemed to be participants in
the solicitation of proxies in connection with the proposed
transactions. Additional information regarding these persons and
their interests in the transaction will be included in the
definitive joint proxy statement/prospectus and other relevant
documents filed with the SEC if and when they become available.
Investors should read the definitive joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. These documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. These statements relate to future events or future
performance. All statements other than statements of historical
fact may be forward-looking statements or information. Generally,
forward-looking statements and information may be identified by the
use of forward-looking terminology such as "plans", " expects" or
"does not expect", "proposed", "is expected", "budgets",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might
occur or be achieved. More particularly and without limitation,
this news release contains forward-looking statements and
information concerning the Amalgamation. Forward-looking statements
consist of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the Amalgamation will be consummated or that the
parties other plans, intentions or expectations upon which they are
based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific that contribute to the
possibility that the predictions, estimates, forecasts, projections
and other forward-looking statements will not occur.
The forward-looking statements contained in this press release
are made as of the date of this press release. Except as required
by law, Ameri disclaims any intention and assumes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additionally, Ameri undertakes no obligation to comment on the
expectations of, or statements made by, third parties in respect of
the matters discussed above.
Corporate Contact:
Barry
Kostiner, Chief Financial Officer
IR@ameri100.com
Ameri Holdings Investor Relations Contact:
Sanjay M. Hurry
LHA Investor Relations
(212) 838-3777
IR@ameri100.com
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SOURCE Ameri100