Authentidate Holding Corp. (NASDAQ:ADAT) and
Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories
today announced that they have entered into a definitive merger
agreement under which privately-held AEON will merge with a
wholly-owned subsidiary of Authentidate in exchange for shares of a
newly created class of Series E Preferred Stock of Authentidate.
The merger will create a company focused on delivering innovative
technology solutions that achieve the best practices in medicine.
“Following an extensive and thorough review of strategic
alternatives, we believe the proposed merger with AEON provides the
opportunity for substantial returns for Authentidate shareholders,”
said Ian Bonnet, Authentidate’s Chief Executive Officer and
President. “By combining our technological platform with the
complimentary product set and financial strength of AEON, we will
be able to provide our collective customers with an expanded
product set to support their patients’ healthcare management needs
and enable the self-funding of future growth for the combined
company. The AEON combination represents a significant opportunity
for us to reach a broader base of customers with a more robust
product offering that can make a marked impact on the delivery of
healthcare services to a significant number of patients. We look
forward to bringing this transaction to a close and we are excited
about the future prospects for the combined company.”
“We believe that the combined capabilities of Aeon and
Authentidate create the opportunity to make personalized medicine a
reality,” said Richard Hersperger. “Our solutions provide
critical information to physicians which enables them to
personalize medication management therapy and deliver excellence in
the standard of care. We believe that this combination will
benefit our customers, our shareholders, our vendors and
patients.”
Details of the Proposed Transaction
Pursuant to the terms of the merger agreement, AEON will become
a wholly-owned subsidiary of Authentidate and be operated as a
separate entity. The members of AEON prior to the effective
time of the merger will become the holders of shares of newly
created class of Series E Preferred Stock of Authentidate, issuable
in tranches. At the closing, the AEON members will be issued
such number of shares of Series E Preferred Stock as shall be
convertible into a total of 19.9% of the issued and outstanding
shares of Authentidate’s common stock as of the date of the
closing. Thereafter, if Authentidate obtains approval of its
stockholders for the issuance of additional shares of its common
stock in excess of 19.9%, it will issue to the AEON members
additional shares of Series E Preferred Stock, which shall be
convertible into an additional 5.0% of the issued and outstanding
shares of Authentidate common stock as of the date of the
closing.
Further, if AEON achieves at least $16,000,000 in EBITDA for the
calendar year ending December 31, 2015, then Authentidate will
issue the AEON members shares of the Series E Preferred Stock which
shall be convertible into an additional 24% of Authentidate’s
issued and outstanding shares of common stock as of the date of the
closing. Finally, in the event AEON achieves at least $65,900,000
in EBITDA, in the aggregate, for the three calendar years ending
December 31, 2016, 2017 and 2018, then Authentidate will issue the
AEON members additional shares of the Series E Preferred Stock
which shall be convertible into an additional 36.1% of the issued
and outstanding shares of Authentidate’s common stock, subject,
however, to the limit that the total number of shares of
Authentidate’s common stock issuable upon conversion of all the
shares of Series E Preferred Stock issued to the AEON members shall
equal 85% of the issued and outstanding shares of Authentidate’s
common stock on a fully-diluted basis. Additionally, the AEON
members would be entitled to receive additional shares of Series E
Preferred Stock in the event AEON achieves at least $100,000,000 in
EBITDA, in the aggregate, for the four calendar years ending
December 31, 2019, which additional shares will be convertible into
an additional 5% of the issued and outstanding shares of
Authentidate’s common stock on a fully diluted basis. For purposes
of the transaction, “fully diluted basis” means the aggregate of
all issued and outstanding shares of Authentidate’s common stock,
plus the shares of common stock issuable upon exercise or
conversion of any derivative security outstanding with a conversion
or exercise price of $.75 or less; in each case on the close of
business on the business day immediately prior to the date of the
closing.
The transaction has been approved by the board of directors of
both companies and the merger is expected to close by the end of
the 2015 calendar year. Completion of the transaction is
subject to usual and customary closing conditions for transactions
of this nature. In addition, the obligations of the parties to
complete the transaction are subject to additional conditions,
including the receipt by Authentidate of the audited financial
statements of AEON as of December 31, 2013 and as of December 31,
2014, and the related statements of operations, changes in
stockholders’ equity, and cash flows for the three years ended
December 31, 2014 and unaudited financial statements for the three
and nine month periods ended September 30, 2015 and the receipt by
the Authentidate board of directors of a fairness opinion in form
and substance satisfactory to it that the terms of the transaction
are fair to Authentidate’s stockholders.
Management and Organization
The merger agreement provides that upon completion of the merger
Sonny Roshan, the current Chairman of AEON, will be appointed the
Chairman of the Board of the Company and Richard Hersperger, the
current Chief Executive Officer of AEON, will be appointed Chief
Executive Officer of the Company. Additionally, the merger
agreement contemplates that the board of directors of the Company
will consist of nine members and will include two representatives
of the holders of Series E Preferred Stock.
Conference Call
Management will schedule a conference call after the closing of
the transaction with AEON Clinical Laboratories. Details regarding
the conference call will be provided at that time.
About AEON Clinical Laboratories
AEON Clinical Laboratories is a growing comprehensive and
efficient clinical laboratory using state of the art testing
equipment. Housed in a 28,000 square foot campus, in Gainesville,
Georgia, AEON emphasizes Technology Innovation. AEON has developed
proprietary methodologies that provide some of the fastest and most
reliable urine and oral fluid (saliva) test results in the nation.
AEON provides health care professionals with four primary tests:
Medical Toxicology, Pharmacogenomics, Cancer Genetic Testing, and
Molecular Biology.
About Authentidate Holding Corp.
Authentidate Holding Corp. is a provider of secure web-based
revenue cycle management applications and telehealth products and
services that enable healthcare organizations to coordinate care
for patients and enhance related administrative and clinical
workflows. Authentidate’s products and services enable healthcare
organizations to increase revenues, reduce costs and enhance
patient care by eliminating paper and manual work steps from
clinical and administrative processes. Authentidate’s telehealth
solutions combine patient vital signs monitoring with a web
application that streamlines patient care management. Delivered as
Software as a Service (SaaS), customers only require an Internet
connection and web browser to access our web-based applications
thereby utilizing previous investments in systems and technology.
The company’s healthcare customers and users include leading
homecare companies, health systems, physician groups and
governmental entities. These organizations utilize the company’s
products and services to coordinate care for patients outside of
acute-care.
Authentidate, Inscrybe and InscrybeMD are registered trademarks
of Authentidate Holding Corp. All other trade names are the
property of their respective owners.
For more information, visit the company’s website
at www.authentidate.com
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
merger and other contemplated transactions (including statements
relating to satisfaction of the conditions to and consummation of
the proposed merger and the expected ownership of the combined
company) constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act and are usually identified by the use
of words such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,”
and variations of such words or similar expressions. We intend
these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act and are making this statement for purposes
of complying with those safe harbor provisions. These
forward-looking statements reflect our current views about our
plans, intentions, expectations, strategies and prospects, which
are based on the information currently available to us and on
assumptions we have made. Although we believe that our plans,
intentions, expectations, strategies and prospects as reflected in
or suggested by those forward-looking statements are reasonable, we
can give no assurance that the plans, intentions, expectations or
strategies will be attained or achieved. Furthermore, actual
results may differ materially from those described in the
forward-looking statements and will be affected by a variety of
risks and factors that are beyond our control. Risks and
uncertainties for Authentidate, AEON and of the combined company
include, but are not limited to: inability to complete the
proposed merger and other contemplated transactions; liquidity and
trading market for shares prior to and following the consummation
of the proposed merger; costs associated with the proposed merger;
failure or delay in obtaining required approvals by the SEC or any
other governmental or quasi-governmental entity necessary to
consummate the proposed merger, including our ability to file an
effective proxy statements in connection with the proposed merger
and other contemplated transactions; failure to obtain the
necessary stockholder approvals or to satisfy other conditions to
the closing of the proposed merger and the other contemplated
transactions; a superior proposal being submitted to either party;
uncertainties of cash flows and inability to meet working capital
needs; and risks associated with the possible failure to realize
certain benefits of the proposed merger, including future
financial, tax, accounting treatment, and operating results.
Many of these factors that will determine actual results are beyond
Authentidate’s or AEON’s ability to control or predict.
Other risks and uncertainties are more fully described in our
Annual Report on Form 10-K for the year ended June 30, 2015
filed with the SEC, and in other filings that Authentidate makes
and will make with the SEC in connection with the proposed
transactions, including the proxy statement described below under
“Important Information and Where to Find It.” Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The statements made in this press release speak only
as of the date stated herein, and subsequent events and
developments may cause our expectations and beliefs to change.
Unless otherwise required by applicable securities laws, we do not
intend, nor do we undertake any obligation, to update or revise any
forward-looking statements contained in this news release to
reflect subsequent information, events, results or circumstances or
otherwise. While we may elect to update these forward-looking
statements publicly at some point in the future, we specifically
disclaim any obligation to do so, whether as a result of new
information, future events or otherwise, except as required by law.
These forward-looking statements should not be relied upon as
representing our views as of any date after the date stated
herein.
Additional Information and Where to Find It
The issuance of the initial tranche of the Series E Preferred
Stock at the closing of the merger does not require any action of
stockholders of Authentidate. In order to obtain compliance with
the minimum bid price requirement of Nasdaq Listing Rule
5550(a)(2), Authentidate expects to file a proxy statement to seek
stockholder approval to amend its certificate of incorporation to
implement a reserve stock split of its common stock prior to
January 25, 2016. Thereafter, under the terms of the merger
agreement, Authentidate shall file an additional proxy statement
and related material to obtain stockholder approval of the
potential conversion of all of the Series E Preferred Stock issued
or issuable to the AEON members.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTOR AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A
free copy of the proxy statement and other filings containing
information about the Company and AEON may be obtained at the SEC’s
Internet site (http://www.sec.gov). You will also be able to obtain
these documents, free of charge, from the Company at
www.authentidate.com under the heading “Investors / SEC Filings” or
by writing to the Secretary, Authentidate Holding Corp., at 300
Connell Drive, Berkeley Heights, NJ 07922.
Authentidate and AEON and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in
connection with the Merger. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the Merger may be obtained by reading the proxy
statement regarding the Merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph. Additional information regarding
Authentidate’s directors’ and executive officers’ respective
interests in Authentidate by security holdings or otherwise is set
forth in Authentidate’s proxy statement relating to the 2015 annual
meeting of stockholders filed with the SEC on April 17, 2015. This
press release shall not constitute an offer to sell or the
solicitation of 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 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.
Authentidate Contacts:
James Carbonara, Hayden IR,
james@haydenir.com or (646) 755-7412
Brett Maas, Hayden IR,
Brett@haydenir.com or (646) 536-7331
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