AMERI Holdings, Inc. (OTCMKTS:AMRH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
AMERI Holdings, Inc. (“AMERI Holdings”) has formed a
stockholder group with Lone Star Value Management, LLC and its
affiliates to support the nomination on March 9, 2017 by Lone
Star Value Management, LLC of two highly-qualified candidates to
the Board of Directors of CIBER, Inc. (“CIBER”) at CIBER’s
upcoming Annual Meeting of Stockholders (the “Nomination”). In
connection with the formation of the stockholder group, on March
10, 2017, AMERI Holdings entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the
parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of
CIBER, (b) the parties agreed to form a group for the purpose of
(i) seeking representation on the Board of Directors of CIBER
(the “CIBER Board”) through a proxy solicitation or any other
means permitted under the Delaware General Corporation Law, (ii)
taking such other actions as the parties deem advisable, and
(iii) taking all other action necessary or advisable to achieve
the foregoing, and (c) AMERI Holdings and Ameri and Partners Inc.
(“Ameri Partners” and, together with AMERI Holdings,
“Ameri100”) agreed to bear all expenses incurred in connection
with such actions, having the right to pre-approve such expenses.
A copy of the Joint Filing and Solicitation Agreement is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
stockholder group with Lone Star Value Management, LLC and its
affiliates to support the nomination on March 9, 2017 by Lone
Star Value Management, LLC of two highly-qualified candidates to
the Board of Directors of CIBER, Inc. (“CIBER”) at CIBER’s
upcoming Annual Meeting of Stockholders (the “Nomination”). In
connection with the formation of the stockholder group, on March
10, 2017, AMERI Holdings entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the
parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of
CIBER, (b) the parties agreed to form a group for the purpose of
(i) seeking representation on the Board of Directors of CIBER
(the “CIBER Board”) through a proxy solicitation or any other
means permitted under the Delaware General Corporation Law, (ii)
taking such other actions as the parties deem advisable, and
(iii) taking all other action necessary or advisable to achieve
the foregoing, and (c) AMERI Holdings and Ameri and Partners Inc.
(“Ameri Partners” and, together with AMERI Holdings,
“Ameri100”) agreed to bear all expenses incurred in connection
with such actions, having the right to pre-approve such expenses.
A copy of the Joint Filing and Solicitation Agreement is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
On March 13, 2017, AMERI Holdings announced that it had submitted
a non-binding merger proposal to CIBER valuing CIBER at a price
of $0.75 per share (the “Proposal”), which is a substantial
premium to CIBER’s closing price of $0.28 on March 10, 2017. On
March 13, 2017, AMERI Holdings issued a press release announcing
the Proposal and Nomination. A copy of the press release is
attached hereto as Exhibit 99.1.
a non-binding merger proposal to CIBER valuing CIBER at a price
of $0.75 per share (the “Proposal”), which is a substantial
premium to CIBER’s closing price of $0.28 on March 10, 2017. On
March 13, 2017, AMERI Holdings issued a press release announcing
the Proposal and Nomination. A copy of the press release is
attached hereto as Exhibit 99.1.
Certain Information Concerning the Participants
Each of AMERI Holdings and Ameri and Partners Inc., their
respective directors and executive officers, 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”) and Robert G. Pearse, and Dhruwa N.
Rai (collectively, the “Participants”) are anticipated to be
participants in connection with the solicitation of votes for the
election of their slate of director nominees at the upcoming
annual meeting of stockholders of CIBER.
respective directors and executive officers, 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”) and Robert G. Pearse, and Dhruwa N.
Rai (collectively, the “Participants”) are anticipated to be
participants in connection with the solicitation of votes for the
election of their slate of director nominees at the upcoming
annual meeting of stockholders of CIBER.
Lone Star Value Management together with the other 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.
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.
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.
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.
As of the date hereof, Lone Star Value Co-Invest I may be deemed
to beneficially own 694,669 shares of CIBER Common Stock. As of
the date hereof, Lone Star Value Investors may be deemed to
beneficially own 3,457,575 shares of CIBER 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 CIBER 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 CIBER 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
CIBER 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 CIBER Common Stock. As of the date
hereof, Mr. Rai directly owns 900 shares of CIBER Common Stock.
to beneficially own 694,669 shares of CIBER Common Stock. As of
the date hereof, Lone Star Value Investors may be deemed to
beneficially own 3,457,575 shares of CIBER 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 CIBER 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 CIBER 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
CIBER 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 CIBER Common Stock. As of the date
hereof, Mr. Rai directly owns 900 shares of CIBER 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 CIBER. In
furtherance of this proposal and subject to future developments,
AMERI Holdings (and, if a negotiated transaction is agreed,
CIBER) 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 CIBER 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, CIBER 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 (917) 567-0006: 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.
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 CIBER. In
furtherance of this proposal and subject to future developments,
AMERI Holdings (and, if a negotiated transaction is agreed,
CIBER) 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 CIBER 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, CIBER 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 (917) 567-0006: 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit 10.1 |
Joint Filing and Solicitation Agreement, dated as of
March 9, 2017, by and among AMERI Holdings, Ameri and Partners Inc., Lone Star Value Investors, LP, Lone Star Value Co-Invest I, LP, Lone Star Value Investors GP, LLC, Lone Star Value Management, LLC, Jeffrey E. Eberwein, Robert G. Pearse, and Dhruwa N. Rai. |
Exhibit 99.1 Press Release dated March 13, 2017.
AMERI Holdings, Inc. (OTCMKTS:AMRH) Recent Trading Information
AMERI Holdings, Inc. (OTCMKTS:AMRH) closed its last trading session 00.00 at 6.55 with shares trading hands.
