Authentidate Holding Corp. (NASDAQ:ADAT) and
Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories,
today announced that they have entered into an amendment to their
agreement and plan of merger whereby privately-held AEON will merge
with a wholly-owned subsidiary of Authentidate and become a wholly
owned subsidiary of Authentidate.
The transaction was modified to remove the issuance of any
preferred stock of Authentidate and provide that the consideration
will instead be comprised of shares of Common Stock of
Authentidate. The transaction will proceed upon substantially the
same terms as previously announced; including the requirements for
EBITDA based benchmarks of the AEON business. The AEON members will
be entitled to receive additional shares of Common Stock tied to
the earnings of AEON during the four calendar years commencing with
the completed financial results for December 2015 through December
2019. The AEON members will receive at closing an aggregate of
19.9% (8,622,278 pre reverse stock split shares of Common Stock) of
Common Stock of Authentidate and can earn additional shares
equaling up to 90% of the outstanding stock of Authentidate based
upon earnings of $100,000,000.
The parties anticipate closing the transaction within the next
24 hours.
As provided for in the transaction, following the closing, 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.
The parties further amended the previously announced terms of
the transaction to remove the closing condition that Authentidate
receive approval from Nasdaq Stock Market for the transaction.
Authentidate expects to receive notice from The Nasdaq Stock Market
of its delisting. Authentidate expects that its Common Stock will
trade on the OTC QB market following its delisting from The Nasdaq
Stock Market. The trading symbol will remain unchanged.
Authentidate expects to submit a listing application to The Nasdaq
Stock Market in the near future to regain its
listing.
Additional Information
Additional information regarding the merger will be provided in
the company’s Form 8-K and Schedule 14F-1 filings over the next few
days. Following the closing, Authentidate 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.
BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE COMPANY’S FORM 8-K TO BE FILED
FOLLOWING CLOSING 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 Form 8-k 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.
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.
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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