Authentidate Common Stock to Commence
Trading on the OTCQB Market Under the Ticker
Symbol “ADAT” on January 29, 2016
Authentidate Holding Corp. (NASDAQ:ADAT) and
Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories,
today announced that they have completed their merger transaction
whereby privately-held AEON has merged with a wholly-owned
subsidiary of Authentidate. The merger creates a company focused on
delivering innovative solutions that achieve technology best
practices in medicine and raise the standard of healthcare.
The transaction was structured as a tax-free exchange, with the
former AEON members receiving shares of Common Stock of
Authentidate at the closing, and potential further issuances tied
to the earnings of AEON during the five calendar years ending
December 2019. The AEON members received an aggregate of
19.9% (approximately 958,030 shares of Common Stock on a
post-reverse stock split basis) of Common Stock of Authentidate in
the initial tranche effective at closing and can earn additional
shares equaling up to 90% of the outstanding stock of Authentidate
based upon meeting the benchmark targets, including delivering
$16,000,000 in EBITDA for the calendar year ended 2015 and
$100,000,000 in aggregate EBITDA for the calendar years 2016
through 2019. In connection with the completion of the merger,
Sonny Roshan, founder of AEON, will become Chairman of Authentidate
and Richard Hersperger, the CEO of AEON, will become CEO of the
combined companies. Both men will also serve on the Board of
Directors of Authentidate.
In addition, Authentidate also announced today that on January
27, 2016, it received notification from The Nasdaq Stock Market LLC
(“NASDAQ”) that trading in the Company’s Common Stock will be
suspended on NASDAQ effective with the open of business on Friday,
January 29, 2016, as the Company was unable to complete its
business combination with AEON Clinical Laboratories and otherwise
satisfy the terms of the decision by the NASDAQ Listing
Qualifications Hearing Panel on or before January 25, 2016. The
Company understands that its Common Stock will be formally delisted
from NASDAQ via NASDAQ’s filing of a Form 25 “Notification of
Delisting” with the Securities and Exchange Commission after all
applicable appeal periods have lapsed.
Authentidate’s Common Stock is expected to be available for
trading on the OTCQB Market beginning January 29, 2016 under the
ticker symbol “ADAT.” This transition to the OTCQB Market does not
affect the Company’s business operations. The Company will continue
to file periodic and certain other reports with the Securities and
Exchange Commission under applicable federal securities laws.
Investors will be able to view real-time best bid and ask quotes
for “ADAT” at http://www.otcmarkets.com. The Company further
announced that it intends to seek relisting of its Common Stock on
The NASDAQ Stock Market as soon as practicable. No assurances,
however, can be given that the Company’s application for relisting
will be accepted.
Charles Lucas, the former Chairman of the Board of Authentidate
and a continuing board member, stated, “We are very excited to
announce the completion of our business combination with AEON
Clinical Laboratories and, as previously reported, we believe this
transaction provides the opportunity for substantial returns for
Authentidate shareholders. We believe the AEON combination will
enable 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 and provide our customers with an expanded
product set to support their patients’ healthcare management needs.
This combination will also enable the self-funding of future growth
for the combined company. We are glad to have brought this
transaction to a close and we are excited about the future
prospects for the combined company.”
Richard Hersperger, Chief Executive Officer of AEON, stated, “We
are thrilled to finalize our transaction with Authentidate and look
forward to combining our capabilities to create the opportunity to
make personalized medicine a reality. Our solutions enable
physicians 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.”
Additional Information and Conference Call
Additional information regarding the merger, including certain
financial statements of AEON is expected to be provided in the
Company’s Form 8-K and Schedule 14F-1 filings over the next few
days.
Management will also schedule a conference call regarding the
transaction and details for the call will be provided in a
subsequent press release.
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 merger
and other contemplated transactions (including statements relating
to satisfaction of the conditions to and consummation of the
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: liquidity and trading market for
shares following the consummation of the merger; costs associated
with the merger; failure or delay in obtaining required approvals
by the SEC or any other governmental or quasi-governmental entity
necessary to our ability to file an effective proxy statement in
connection with the merger and other contemplated transactions;
failure to obtain the necessary stockholder approval of the
merger and the other contemplated transactions; uncertainties of
cash flows and inability to meet working capital needs; and risks
associated with the possible failure to realize certain benefits of
the 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 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 Common Stock at the
closing of the merger does not require any action of stockholders
of Authentidate. Thereafter, under the terms of the merger
agreement, Authentidate shall file a proxy statement and related
material to obtain stockholder approval of the issuance of
all of the Common Stock potentially 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 and
Authentidate’s proxy statement related to the January 20, 2016
special meeting of stockholders filed with the SEC on December 10,
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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