Alternative Energy Partners, Inc. (OTCQB: AEGY), doing business as PharmaJanes, and SK3 Group (OTC Pink: SKTO) (PINKSHEETS: SKTO), doing business as Medical Greens, announce that their respective Boards of Directors have signed a definitive agreement 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.
Per the agreement, SKTO and AEGY will merge into a newly formed acquisition 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 effective date, which has not yet been determined.
The previously announced dividend of the 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 effective 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.
"We are excited that this merger is completed and we are looking forward to moving ahead in our newly merged form," said SK3 Group President Artemus Mayor. "I am looking forward to working with the AEGY management to integrate both companies to deliver enhanced value to all of our shareholders."
"This merger will enhance our ability to deliver services to our customers across all of our lines of business," said AEGY President Mario Barrera. "The combined entity will take advantage of scale economies and directly aligned business operations and strategy to take the combined business to the next level."
About SKTO
SK3 is a healthcare logistics and fulfillment consultancy 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.
About AEGY
AEGY's PharmaJanes™ provides a technology platform that facilitates patient enrollment in its exclusive network of dispensaries by processing and verifying patients' applications. In addition, PharmaJanes™ routes customer orders to its exclusive non-profit collectives, which then process and deliver the orders to patients in their homes. Upon completion of verification, patients have access to all medical cannabis products available on the PharmaJanes™ menu. PharmaJanes™ features products produced by master growers, and products licensed by SKTO to its wholesale managed collectives.
PharmaJanes'™ online ordering platform allows authorized medical marijuana patients to order, process and pay for their authorized needs, in a simple, safe and secure ordering and payment interface. Simple Prepay™, a separate division of AEGY, is a merchant payment solution developed to offer a convenient payment solution to medical cannabis dispensaries, collectives, and delivery services. PharmaJanes™ also is the exclusive online marketing platform for Medical Greens™, a subsidiary of SKTO.
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.
Investor Relations
Medical Greens
investors@medicalgreens.com
PharmaJanes
investors@pharmajanes.com
SOURCE: SK3 Group, Inc.
Associated Documentation:
Link to submission on http://www.eteligis.com
SKTO_4-4-2014_MEL_ETL.docx
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