AMERI Holdings, Inc. (OTC: AMRH) announced today a merger proposal to CIBER, Inc. (NYSE: CBR) valuing CBR at a price of $0.75 per share, which is a substantial premium to CBR's closing price of $0.28 on 3/10/17. In addition, AMERI has formed a stockholder group with Lone Star Value Management, LLC to nominate two highly-qualified candidates to CIBER's Board of Directors at the upcoming Annual Meeting of Stockholders. The AMERI Group owns approximately 4.5 million shares of CBR, representing 5.5% of CBR's total shares outstanding.
By way of background, AMERI first contacted CIBER a few weeks ago to explore the benefits of combining the two companies. At that time, AMERI also submitted a formal proposal to CIBER's Board, expressing AMERI's interest in a strategic business combination. AMERI's proposal was based solely on publicly available information and emphasized a desire to engage in discussions with the CIBER Board and management team to quantify synergies and other benefits of merging. Despite recently forming a M&A committee and hiring a financial advisor to explore all strategic alternatives, CIBER's Board has not responded to AMERI's offer, which strongly suggests to us that the M&A committee of the Board is not serving the best interests of CBR stockholders. We have, therefore, reluctantly come to the conclusion that the CIBER Board, and especially its M&A committee, is not serious about exploring all strategic alternatives and must be refreshed for CBR stockholder value to be maximized. As a result, the AMERI Group has nominated two highly-qualified candidates, Messrs. Robert Pearse and Dru Rai, to CIBER's Board.
AMERI believes a combination of the two companies would be extremely beneficial to stockholders of both companies and would create a platform for margin expansion and value creation. The AMERI Group is confident that CIBER's EBITDA margins have substantial upside with the right leadership and operating model. The AMERI Group's nominees take their fiduciary duties very seriously and are committed to exploring all strategic alternatives, including the sale of the Company to the highest qualified bidder, with no preference to AMERI.
AMERI's Business Model and M&A Track Record
AMERI has deep IT consulting expertise in business process management and enterprise resource planning, particularly in SAP software and technology. AMERI's strategy is to grow through a combination of organic growth and strategic, targeted acquisitions. Since going public in May 2015, AMERI has completed five acquisitions and has tripled its revenue.
AMERI employs a hybrid U.S./offshore platform, which results in enhanced value and delivery time for its clients. This business model mirrors the proven success of companies like IGATE (recently acquired by CapGemini) and Infosys. AMERI believes combining with CIBER will result in a superior value proposition for clients of both companies, which will enable growth, margin expansion, and value creation for the benefit of clients, stockholders, and employees of both companies.
