PharmaJanes.com (OTCBB: AEGY) and SK3 Group (OTC Pink: SKTO) Announce Agreement to Merge
March 04, 2014 at 12:13 PM EST
LOS ANGELES, CA -- (Marketwired) -- 03/04/14 -- Alternative Energy Partners, Inc. (OTCBB: AEGY) (OTCQB: AEGY), doing business as PharmaJanes, and SK3 Group (OTC Pink: SKTO), doing business as Medical Greens, announce that their respective Boards of Directors have agreed in principle to merge the two companies for better market efficiencies and to create a single medical marijuana market support company which can qualify for a higher (AMEX, NASDAQ) market listing. "This merger will allow us to recognize scale economies and to coordinate our operations much better," said SKTO President Artemus Mayor. According to AEGY President Mario Barrera: "This merger should also clear up other issues including the pending dividend, name change, and CUSIP change."
Final terms of the merger are still being worked out and a merger agreement is expected to be signed within the next 30 days, but the basic terms of the agreed merger call for SKTO and AEGY to merge into a newly formed holding company which will integrate the separate operations of both companies. Shareholders of each constituent party to the merger will receive shares of the new holding company, which will succeed to the SEC reporting obligation of AEGY and which will apply for a new trading symbol, a new CUSIP number, and continued electronic trading status with the Depository Trust Company. The final exchange rate for the common shares of AEGY and SKTO will be based on the volume weighted average market value of each company on the record date, which has not yet been determined.
The previously announced dividend of the 30 million shares of AEGY held by SKTO will be accounted for in the merger by treating those shares as held proportionately by the SKTO shareholders as of the record date. Closing of the proposed merger will require the new holding company to register the shares to be issued in the merger to the shareholders of both AEGY and SKTO, and SKTO has retained an independent accounting firm to conduct an audit of its books as the first required step in the registration process. The audit is expected to take approximately thirty days from start to finish, after which the registration statement will be filed for review by the SEC.
The merger agreement also is expected to be completed and signed in the next thirty days at which time more details of the terms and the timing of the merger can be disclosed. As a result of the merger, the Boards of Directors of the two companies will be restructured and combined into a new Board of Directors in the surviving holding company.
"I am thrilled we are consolidating operations for both of these companies under one roof, and I am looking forward to working closely with the SKTO team," said AEGY Chief Technology Officer Frank Gomez. According to SKTO's Dave Hoye: "This could not be a better arrangement for what we have been doing at Berkeley Bio. This will allow us to more effectively deliver our cutting edge products to our patient customers."
SK3 is a healthcare logistics and fulfillment consultancy doing business as Medical Greens and focused on the delivery of alternative care and medicine. With seasoned management, breakthrough technology and best practices, SK3 brings standardization and transparency to this rapidly growing segment of the alternative care field.
The statements in this document have not been evaluated or approved by the FDA. The products and statements referenced in this document are not intended to diagnose, treat, cure, or prevent any disease.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the company's current plans and expectations, as well as future results of operations and financial condition. A more extensive listing of risks and factors that may affect the company's business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the company with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.