Authentidate Holding, AEON Clinical Laboratories Agree To Merge - Quick Facts

(RTTNews) - Authentidate Holding Corp. (ADAT) and Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories said they have entered into a definitive merger agreement under which privately-held AEON will merge with a wholly-owned subsidiary of Authentidate in exchange for shares of a newly created class of Series E Preferred Stock of Authentidate.

The merger will create a company focused on delivering innovative technology solutions that achieve the best practices in medicine. The transaction has been approved by the board of directors of both companies and the merger is expected to close by the end of the 2015 calendar year.

At the closing, the AEON members will be issued such number of shares of Series E Preferred Stock as shall be convertible into a total of 19.9% of the issued and outstanding shares of Authentidate's common stock as of the date of the closing.

Thereafter, if Authentidate obtains approval of its stockholders for the issuance of additional shares in excess of 19.9%, it will issue to the AEON members additional shares of Series E Preferred Stock. This shall be convertible into an additional 5.0% of the issued and outstanding shares of Authentidate common stock as of the date of the closing.

Pursuant to the terms of the merger agreement, AEON will become a wholly-owned subsidiary of Authentidate and be operated as a separate entity.

The merger agreement provides that upon completion of the merger, Sonny Roshan, the current Chairman of AEON, will be appointed the chairman of the board of the company and Richard Hersperger, the current chief executive officer of AEON, will be appointed CEO of the company.

Additionally, the merger agreement contemplates that the board of directors of the Company will consist of nine members and will include two representatives of the holders of Series E Preferred Stock.