ATLANTA, Dec. 29, 2020 /PRNewswire/ -- AMERI
Holdings, Inc. (NASDAQ: AMRH) ("Ameri", the "Company"), announced
the voting results of the Special Meeting of stockholders that was
held today.
Based on the report from the Inspector of Elections, Ameri
obtained sufficient votes for each proposal required to complete
the previously announced proposed tender offer (the "Offer"),
whereby Ameri will purchase all of the outstanding common shares of
Jay Pharma Inc. ("Jay Pharma") in exchange for shares of Ameri
common stock, or if applicable, shares of Ameri preferred stock, at
the exchange ratio set forth in the Tender Offer Support Agreement
and Termination of Amalgamation Agreement dated August 12, 2020, among Ameri, Jay Pharma and
certain other signatories thereto, as amended (the "Tender
Agreement"), wherein Jay Pharma will become a wholly-owned
subsidiary of Ameri, on the terms and conditions set forth in the
Tender Agreement. Additionally, the previously announced spin-off
of the IT services business of Ameri (the "Spin-Off") was approved
by the stockholders of Ameri. Ameri and Jay Pharma are targeting to
complete the Offer and Ameri is targeting to complete the Spin-Off
prior to the end of this calendar year, subject to Nasdaq approval
of the listing of the shares of the post-Offer entity and the
satisfaction or waiver of other closing conditions set forth in the
Tender Agreement and the agreements related to the Spin-Off.
Upon completion of the Spin-Off and the Offer, Ameri will change
its name to Enveric Biosciences, Inc. and change its trading symbol
on The NASDAQ Stock Market to "ENVB".
The proposals submitted to Ameri stockholders for approval at
the special meeting included adoption of an amended and restated
certificate of incorporation, among other things, giving effect to
the name change, and authorization to amend the certificate of
incorporation to effect a reverse stock split with a ratio between
1-for-2 and 1-for-25 with respect to the issued and outstanding
common stock of the post-Offer entity. The Ameri board of directors
currently expects to determine and announce the exact split ratio
and the effective date of the split prior to the closing of the
Offer in accordance with the Tender Agreement.
About Ameri100
Ameri is a specialized SAP® cloud, digital and enterprise
solutions company that provides SAP® services to customers
worldwide. Headquartered in Alpharetta,
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
About Jay Pharma
Jay Pharma is a patient-centric biotechnology company focused on
developing new-generation, naturally occurring chemical compounds,
such as cannabinoids, to provide supportive care for targeted,
unmet medical needs, both extending and enhancing patient quality
of life. As a focused support care company, Jay Pharma leverages
innovative clinical developments derived from cannabinoids and taps
into its global network of scientists and oncology physicians.
Additionally, Jay Pharma has licensed the exclusive global rights
to a robust dataset and proprietary treatment database of naturally
occurring cannabinoid derivatives as therapies for unmet medical
needs in supportive care. Jay Pharma has a number of shots on goal
in supportive care indications for cancer treatment side effects,
initially focused on radiodermatitis and chemotherapy-induced
peripheral neuropathy.
* * *
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
In connection with the proposed transaction, Ameri has filed
with the SEC a registration statement on Form S-4 that includes a
proxy statement of Ameri that also constitutes a prospectus of
Ameri. The registration statement was declared effective by the SEC
on November 12, 2020, and the proxy
statement of Ameri and prospectus was mailed to stockholders of
Ameri on or about November 20, 2020.
All proposals set forth in the proxy statement/prospectus of Ameri
have been approved by Ameri's stockholders. Ameri may also file
other relevant documents with the SEC regarding the proposed
transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the definitive proxy/prospectus and other relevant
documents filed by Ameri with the SEC at the SEC's website at
www.sec.gov. Copies of the documents filed by Ameri with the SEC
are available free of charge on Ameri's website at www.ameri100.com
or by contacting Ameri Investor Relations.
Ameri and its directors and executive officers may be deemed to
have been participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding the special
interests of these directors and executive officers in the proposed
transaction was included in the definitive proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of Ameri is included
in its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
April 2, 2020, as amended on
April 30, 2020 and August 12, 2020. Investors should read the
definitive proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from Ameri using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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 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 spin-off, Offer and other transactions
contemplated in the Tender Agreement. 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. Risks and
uncertainties related to the Offer that may cause actual results to
differ materially from those expressed or implied in any
forward-looking statement include, without limitation, risks
relating to the completion of the Offer, including the satisfaction
of closing conditions, including Nasdaq approval; the cash balances
of Ameri following the completion of the Offer; and the ability of
Ameri to remain listed on the Nasdaq Capital Market.
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