NEW YORK & TAMPA, Fla.--(BUSINESS WIRE)--
Transaction to result in a Nasdaq-listed company focused on data normalization, application interoperability and big data analytics within the healthcare market
Alliance MMA, Inc. (AMMA) and SCWorx Corp., a privately held provider of data content and services related to the repair, normalization and interoperability of information for healthcare providers and big data analytics for the healthcare industry, today announced the signing of a definitive agreement under which AMMA will acquire SCWorx in an all-stock transaction, resulting in SCWorx acquiring a controlling interest in AMMA. Upon closing, on a pro forma basis for the combined company, the existing AMMA and SCWorx shareholders are expected to own approximately 20% and 80%, respectively, of the issued and outstanding common stock of AMMA (based upon a presumed share price for AMMA of $0.67 on the Closing Date, subject to adjustment if the per share price of AMMA stock is less than $0.67 per share at the Closing Date.).
The transaction will result in a combined company primarily focused on connecting the three core healthcare provider systems:
- Materials Management Information System (MMIS);
- the Clinical Information Systems or Electronic Medical Record (EMR); and
- the Charge Description Master (CDM), enabling healthcare providers’ enterprise systems to work as a single, more accurate, automated and seamless business management system.
SCWorx offers an advanced software solution for the management of health care providers’ foundational business applications. Together these software systems have been credited with the healthcare providers’ customers tending to realize reduced medical expenses, while healthcare providers have tended to experience expanded revenues and more successful and safer clinical outcomes. The SCWorx software solution ultimately transforms many aspects of the healthcare providers’ business through its delivery of highly accurate, real-time information that offers the executives of these healthcare providers the ability to optimize many areas of their day-to-day operations, negotiate better contracts with their vendors and payors and make better decisions with respect to strategic purchases.
SCWorx has experienced strong double-digit recurring revenue growth and profitability since 2016, trends which SCWorx’ management believes should continue.
Marc Schessel, CEO of SCWorx stated, “Our forthcoming combination with Alliance MMA should enable us to achieve a major milestone, as our listing on the NASDAQ should lead to enhanced growth, viability and market opportunities. We are proud of the consistent performance and progress that led to this opportunity, and we are confident that our leading SaaS platform will attract new shareholders and investors as a Nasdaq-listed company.”
Alliance MMA’s Chairman of the Board, Joel Tracy, similarly expressed enthusiasm for the agreement, “We are looking forward to completing the transaction with SCWorx. They are among the leading data normalization software providers that are changing the way health care providers control and utilize their data to drive more successful clinical outcomes for patients.”
About the Proposed Transaction
Under the terms of the share exchange agreement, AMMA will acquire all the issued and outstanding capital stock of SCWorx in exchange for which the SCWorx shareholders will receive shares of common stock of AMMA. On a pro forma basis for the combined company, the existing AMMA and SCWorx shareholders are expected to own approximately 20% and 80%, respectively, of the issued and outstanding common stock of AMMA, subject to certain adjustments based on the share price of AMMA at closing. The conversion ratio for the transaction is based on a valuation of SCWorx of $50 million and will be based on the share price of AMMA on the Closing Date, subject to a cap of $0.67 per share.
The proposed transaction has been unanimously approved by the boards of directors of both companies and is expected to close during the fourth quarter of 2018, subject to the approval of the transaction by the shareholders of both companies, and other customary closing conditions, including that the combined company will meet applicable Nasdaq listing requirements.
The Nossiff Law Firm LLP acted as legal advisor to Alliance MMA. Zysman, Aharoni, Gayer and Sullivan & Worcester LLP acted as legal advisor to SCWorx.
Management and Organization
Marc Schessel, founder of SCWorx, is expected to serve as the Chief Executive Officer of the combined company. The board of directors of the combined company is expected to be comprised of at least four members to be designated by SCWorx.
If the transaction is consummated, Alliance MMA will seek shareholder approval to change its name to SCWorx and also intends to apply to change its ticker symbol on Nasdaq. Upon completion of the share exchange, the corporate headquarters will be in Tampa, Florida and the combined company will remain domiciled in Delaware.
About Alliance MMA, Inc.
Alliance MMA, Inc., is a professional mixed martial arts (MMA) company which has scaled back its operations and is currently focused on MMA athlete management with its wholly owned subsidiary, SuckerPunch and MMA promotion ticket solution, CageTix.
For more information, please visit the company's website, www.alliancemma.com, the content of which is not incorporated herein by reference.
This press release contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, prospects, plans and objectives of management are forward- looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the proposed transaction; the combined company’s listing on Nasdaq after closing of the proposed transaction; expectations regarding the capitalization, resources and ownership structure of the combined company; the nature, strategy, results, focus, growth, profitability and market opportunities of the combined company; the executive and board structure of the combined company; and expectations regarding voting by Alliance MMA and SCWorx shareholders. Alliance MMA and/or SCWorx may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward- looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with shareholder approval of and the ability to consummate the proposed transaction through the process being conducted by Alliance MMA and SCWorx, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations and the availability of sufficient resources of the combined company to meet its business objectives and operational requirements.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Alliance MMA's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (SEC) and in subsequent filings with the SEC. Except as otherwise required by law, Alliance MMA and SCWorx each disclaim any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A proxy statement and a proxy card will be filed with the SEC and will be mailed to Alliance MMA’s shareholders seeking any required shareholder approvals in connection with the proposed transactions. Before making any voting or investment decision, investors and shareholders are urged to read the proxy statement (including any amendments or supplements thereto) and any other relevant documents that Alliance MMA may file with the SEC when they become available because they will contain important information about the proposed transactions.