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Ameri Holdings To Merge With Jay Pharma Inc; Ameri Shareholders To Own 16% Of Combined Co.

Jay Pharma holds exclusive license with Tikun Olam for cannabinoid intellectual property, including data and genetics for cancer patient care Jay Pharma's world class management & oncology teams

Benzinga · 01/13/2020 13:02
  • Jay Pharma holds exclusive license with Tikun Olam for cannabinoid intellectual property, including data and genetics for cancer patient care
  • Jay Pharma's world class management & oncology teams are developing safe, clinically validated cannabinoid products

ATLANTA and TORONTO, Jan. 13, 2020 (GLOBE NEWSWIRE) -- AMERI Holdings, Inc. (NASDAQ:AMRH) ("Ameri") today announced it entered into an amalgamation agreement (the "Amalgamation Agreement") with Jay Pharma Inc. ("Jay Pharma"), a Canadian company dedicated to developing innovative, evidence-based cannabinoid products and combination therapies to address unmet needs in cancer care, pursuant to which the shareholders of Jay Pharma will become the majority holders of Ameri's outstanding stock by way of an amalgamation (the "Amalgamation"). In connection with the Amalgamation, Ameri will spin-off its existing IT services business to a private entity founded by Ameri management in partnership with Ameri's current Series A Preferred Equity Holders (the "Spin-Off," and collectively, with the Amalgamation, the "Transactions"). The Transactions are expected to close in the first half of 2020, subject to Ameri shareholder approval, approval of the Nasdaq Stock Market, and other customary closing conditions.

"We are excited about the Jay Pharma business and believe that it is a great opportunity that will maximize shareholder value," said Dev Nidhi, Executive Chairman of Ameri.

On a pro forma basis and based upon the number of shares of Ameri common stock to be issued in the Amalgamation, current Ameri shareholders will own approximately 16% of the combined company and current Jay Pharma shareholders will own approximately 84% of the combined company. The Boards of Directors of both Ameri and Jay Pharma have unanimously approved the transaction.