PRINCETON, N.J., March 13, 2017 /PRNewswire/ -- AMERI Holdings,
Inc. (OTC: AMRH) ("AMERI" or "Ameri100") announced today a merger
proposal to CIBER, Inc. ("CIBER", "CBR", or the "Company") (NYSE:
CBR) valuing CBR at a price of $0.75
per share, which is a substantial premium to CBR's closing price of
$0.28 on 3/10/17. In addition,
AMERI has formed a stockholder group (the "AMERI Group", "we", or
"us") with Lone Star Value Management, LLC (together with its
affiliates "Lone Star Value") to nominate two highly-qualified
candidates to CIBER's Board of Directors (the "Board") at the
upcoming Annual Meeting of Stockholders ("2017 Annual
Meeting"). The AMERI Group owns approximately 4.5 million
shares of CBR, representing 5.5% of CBR's total shares
outstanding.
By way of background, AMERI first contacted CIBER a few weeks
ago to explore the benefits of combining the two companies.
At that time, AMERI also submitted a formal proposal to CIBER's
Board, expressing AMERI's interest in a strategic business
combination. AMERI's proposal was based solely on publicly
available information and emphasized a desire to engage in
discussions with the CIBER Board and management team to quantify
synergies and other benefits of merging. Despite recently
forming a M&A committee and hiring a financial advisor to
explore all strategic alternatives, CIBER's Board has not
responded to AMERI's offer, which strongly suggests to us that
the M&A committee of the Board is not serving the best
interests of CBR stockholders. We have, therefore,
reluctantly come to the conclusion that the CIBER Board, and
especially its M&A committee, is not serious about exploring
all strategic alternatives and must be refreshed for CBR
stockholder value to be maximized. As a result, the AMERI
Group has nominated two highly-qualified candidates, Messrs.
Robert Pearse and Dru Rai, to CIBER's Board.
AMERI believes a combination of the two companies would be
extremely beneficial to stockholders of both companies and would
create a platform for margin expansion and value creation.
The AMERI Group is confident that CIBER's EBITDA margins have
substantial upside with the right leadership and operating
model. The AMERI Group's nominees take their fiduciary duties
very seriously and are committed to exploring all strategic
alternatives, including the sale of the Company to the highest
qualified bidder, with no preference to AMERI.
AMERI's Business Model and M&A Track
Record
AMERI has deep IT consulting expertise in business process
management and enterprise resource planning, particularly in SAP
software and technology. AMERI's strategy is to grow through
a combination of organic growth and strategic, targeted
acquisitions. Since going public in May 2015, AMERI has completed five acquisitions
and has tripled its revenue.
AMERI employs a hybrid U.S./offshore platform, which results in
enhanced value and delivery time for its clients. This
business model mirrors the proven success of companies like IGATE
(recently acquired by CapGemini) and Infosys. AMERI believes
combining with CIBER will result in a superior value proposition
for clients of both companies, which will enable growth, margin
expansion, and value creation for the benefit of clients,
stockholders, and employees of both companies.
AMERI's Proposal – Transaction Structure and
Terms
Our proposal is to merge the two companies for consideration of
$0.75 per CBR share consisting of a
combination of cash, stock of the new company ("NewCo"), and AMRH
9% Series A Preferred Stock, which was recently created and issued.
CBR stockholders will have the ability to elect to receive,
subject to proration, for each CIBER share held: (i) $0.75 in cash; or (ii) $0.75 worth of NewCo common stock based on an
exchange ratio of 0.115; or (iii) $0.75 worth of AMRH 9% Series A Preferred Stock;
or (iv) a combination thereof. AMERI is open to CIBER being
the surviving entity for accounting and stock listing purposes, so
we envision the stock of NewCo trading on either the NYSE or NASDAQ
stock exchange. We expect the merged entity to have pro forma
revenues of approximately $500
million.
AMERI has engaged a financial advisor who is in advanced
discussions with capital providers about funding the transaction
and is highly confident based on feedback received thus far.
In addition, AMERI established a credit facility in 2016 through
Sterling National Bank enabling it
to borrow up to 85% of the value of its eligible accounts
receivable. If CIBER has not been able to refinance its
existing credit facility by the time the merger closes, AMERI is
confident in obtaining an expanded credit facility for NewCo tied
to its pro forma accounts receivable.
Conclusion
As a result of the Board's lack of response to AMERI's private
merger proposal, which we strongly believe is in CBR stockholders'
best interests, the AMERI Group has reluctantly come to the
conclusion that CIBER stockholders need a refreshed Board with
Directors focused on maximizing stockholder value, which is why we
are going public with our offer and nomination at this time.
Given that time is of the essence for CIBER and the 2017 Annual
Meeting is not expected to take place until June, we are hopeful
CIBER's Board will now engage in discussions with AMERI to explore
the benefits of combining the two companies. In the meantime,
the AMERI Group is moving forward with our campaign to replace two
incumbents with two highly-qualified candidates whose interests are
better aligned with the Company's stockholders and who are deeply
committed to maximizing stockholder value.
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. Forward-looking statements may include, without
limitation, statements regarding (i) speculative plans and
objective of AMERI Holdings Inc. (ii) AMERI Holdings Inc. and
CIBER, Inc.'s future financial performance and (iii) the
assumptions underlying or relating to any statement described
above. Such forward-looking statements are not meant to
predict or guarantee actual results, performance, events or
circumstances and may not be realized because they are based upon
AMERI Holdings, Inc. current projections, plans, objectives,
beliefs, expectations, estimates and assumptions and are subject to
a number of risks and uncertainties and other influences, many of
which the Company has no control over or are unknown. Actual
results and the timing of certain events and circumstances may
differ materially from those described above as a result of these
risks and uncertainties.
About Ameri100:
Ameri100 is the brand name used by the operating business of
AMERI Holdings Inc. Ameri100 was formed in November 2013 as a next generation technology
management solutions firm. Its founders have extensive
experience in IT services and grew a previous company to a
1,000-person organization, which was sold to a private equity
firm. Ameri100 has combined lean technology innovation and
deep business process expertise to exceed client expectations,
leveraging an extensive Lean Enterprise Architecture Partnership
"LEAP" of over 4,500 technology experts worldwide. Ameri100
has assisted Global 2000 companies with architecture and technology
solutions, enabling customers to transform businesses with the
integration of seamless processes. Ameri100 has continuously
invested in innovative solutions such as the Langer Index and CDM
which, we believe, have enhanced the competitive advantage of
Ameri100's clients. As of December 31,
2016, AMERI had 237 employees and operated in 10 locations
in the United States, Canada, and India.
Please visit www.ameri100.com for further information
including full biographies of our management team and Board of
Directors.
About Lone Star Value Management:
Lone Star Value Management, LLC ("Lone Star Value") is an
investment firm that invests in undervalued securities and engages
with its portfolio companies in a constructive way to help maximize
value for all shareholders. Lone Star Value was founded by
Jeff Eberwein who was formerly a
Portfolio Manager at Soros Fund Management and Viking Global
Investors. Lone Star Value is based in Old Greenwich, CT.
AMERI Investor Contact Information:
Carlos Fernandez
carlos.fernandez@ameri100.com
732-243-9250
CBR Investor Contact Information:
John Grau
InvestorCom, Inc.
(203) 972-9300 ext. 11
AMERI Group Nominees
Robert G. Pearse, Managing
Partner – Yucatan Rock Ventures:
- Mr. Pearse's extensive leadership experience and deep
understanding of the technology industry will make him a valuable
addition to the Board
- He has more than 30+ years of experience in the IT
industry
- Mr. Pearse is currently the Managing Partner and Co-Founder at
Yucatan Rock Ventures, where he specializes in technology
investments and consulting
- Mr. Pearse serves as director and the chairman of the
compensation committee for AMERI Holdings, Inc., Novation
Companies, and CrossRoads Systems, Inc.
- Mr. Pearse previously served as a director for Aviat Networks,
Inc.
- From 2005 to 2012, he served as VP of Strategy and Market
Development at NetApp, Inc. ("NetApp"), a computer storage and
data management company
- At NetApp, Mr. Pearse played an influential role in creating
corporate growth as well as market and business development which
drove NetApp to become a Fortune 500 company
- From 1987 to 2004, he held leadership positions at
Hewlett-Packard
- As Vice President of Strategy and Corporate Development from
2001-2004, Mr. Pearse drove the rapid growth of HP's Services
business through successful acquisition and integration of target
service firms.
- Mr. Pearse also worked at PricewaterhouseCoopers LLP, Eastman
Chemical Company, and General Motors Company
- Mr. Pearse earned a MBA degree from Stanford Graduate School of
Business in 1986, and a BS in Mechanical Engineering from the
Georgia Institute of Technology in
1982
Dhruwa ("Dru") Rai, former CIO – Axalta Coating
Systems:
- Mr. Rai's multi-functional business experience in
sales/marketing, product management, operations and IT in global
environments will make him an essential addition to the Board
- He has 25+ years of experience in both the Industrial and IT
industries
- Mr. Rai served as a Director for FCS Software Ltd. from 2007 to
2010
- Mr. Rai served as the Chief Information Officer and Senior Vice
President of Business Processes at Axalta Coating Systems Ltd
(formerly DuPont Performance Coatings)
- He joined Axalta Coatings in 2013 and led the business process
and IT transformation including the separation from Dupont
- In 2012 Mr. Rai joined Williams Companies, Inc., an energy
infrastructure company in Tulsa,
OK, and served as the Chief Information Officer
- From 2009 to 2011, Mr. Rai served as the Vice President and
General Manager of Momentive Performance Materials, Inc. (formerly
General Electric Advanced Materials)
- He served as Director of Global IT Applications at Momentive
Performance
- He joined Momentive Performance from GE through the acquisition
of GE Advanced Materials, which he helped spearhead
- Mr. Rai served as a Director of Global IT Applications at
General Electric Company
- Prior to 2007, Mr. Rai has worked as a manager at Delphi and
Ernst & Young
- Mr. Rai has a Bachelor of Engineering degree in Industrial
Engineering and an M.B.A. in Operations Management from the
University of Connecticut
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Lone Star Value Management, LLC ("Lone Star Value Management")
together with the other participants named herein (collectively,
the "Participants") intends to file a preliminary proxy statement
and an accompanying proxy card with the Securities and Exchange
Commission ("SEC") to be used to solicit votes for the election of
its slate of director nominees at the upcoming annual meeting of
stockholders of CIBER, Inc. (the "Company").
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE
SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The Participants in the proxy solicitation are anticipated to be
Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone
Star Value Co-Invest I, LP ("Lone Star Value Co-Invest I"), Lone
Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star
Value Management, LLC ("Lone Star Value Management"), Jeffrey E. Eberwein (collectively, with Lone
Star Value Investors, Lone Star Value Co-Invest I, Lone Star Value
GP and Lone Star Value Management, "Lone
Star"); AMERI Holdings, Inc. ("AMERI Holdings") and Ameri
and Partners Inc. ("Ameri & Partners" and, together with AMERI
Holdings, "Ameri100"), each of AMERI Holdings' and Ameri &
Partners' respective directors and executive officers, and
Robert G. Pearse and Dhruwa N.
Rai.
As of the date hereof, Lone Star Value Co-Invest I may be deemed
to beneficially own 694,669 shares of Common Stock. As of the
date hereof, Lone Star Value Investors may be deemed to
beneficially own 3,457,575 shares of Common Stock. Lone Star
Value GP, as the general partner of Lone Star Value Investors and
Lone Star Value Co-Invest I, may be deemed the beneficial owner of
the 4,152,244 shares of Common Stock beneficially owned in the
aggregate by Lone Star Value Investors and by Lone Star Value
Co-Invest I. Lone Star Value Management, as the investment manager
of Lone Star Value Investors, Lone Star Value Co-Invest I and a
certain managed account (the "Separately Managed Account"), may be
deemed the beneficial owner of the 4,152,244 shares of Common Stock
beneficially owned in the aggregate by Lone Star Value Investors
and by Lone Star Value Co-Invest I and an additional 338,900 Shares
held in the Separately Managed Account. Jeffrey E. Eberwein, as the manager of Lone Star
Value GP and sole member of Lone Star Value Management, may be
deemed the beneficial owner of the shares of Common Stock
beneficially owned by Lone Star Value GP and by Lone Star Value
Management. As of the date hereof, Mr. Pearse directly owns
20,000 shares of Common Stock. Mr. Pearse has made no
purchases or sales during the past two years in securities of the
Company. As of the date hereof, Mr. Rai directly owns 900
shares of Common Stock.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of any offer to sell securities. This
communication relates to, among other things, a proposal which
AMERI Holdings has made for a business combination transaction with
the Company. In furtherance of this proposal and subject to
future developments, AMERI Holdings (and, if a negotiated
transaction is agreed, the Company) may file one or more
registration statements, prospectuses, proxy statements or other
documents with the SEC. This communication is not a
substitute for any registration statement, prospectus, proxy
statement or other document AMERI Holdings or the Company may file
with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF AMERI HOLDINGS AND THE
COMPANY ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S),
PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERI HOLDINGS, THE
COMPANY AND THE PROPOSED TRANSACTION. Investors and security
holders may obtain free copies of these documents (if and when they
become available) and other related documents filed with the SEC at
the SEC's web site at www.sec.gov or by directing a request to
AMERI Holdings' Investor Contact, Carlos
Fernandez (732) 243-9250: Investors and security holders may
obtain free copies of the documents filed with the SEC on AMERI
Holdings' website at www.ameri100.com under the "Investor" link, at
the "SEC Filings" tab.
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SOURCE Ameri100