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American Environmental Partners To Merge With SCWorx And List On Nasdaq
(RTTNews) - Environmental services company American Environmental Partners, Inc. announced Tuesday that it has signed a definitive agreement and plan of merger with SCWorx Corp. (WORX).
Upon completion of the transaction and approval of the business combination listing application by Nasdaq, the combined company will be named American Environmental Partners, Inc., and the shares will trade on Nasdaq under the ticker symbol "AEPT."
The transaction, which was approved by the Boards of Directors of both American Environmental Partners and Worx, is expected to close in the first quarter of calendar year 2024, subject to shareholder approval, regulatory approval and other customary closing conditions.
Under the Agreement, Worx has agreed to merge its wholly-owned subsidiary into American Environmental Partners, with American Environmental Partners as the surviving company.
As merger consideration for their shares, American Environmental Partners shareholders will receive shares of Worx common stock equal to 83% of the combined Company, on a fully diluted basis, after giving effect to a pre-merger capital raise of up to $6 million by American Environmental Partners. Worx shareholders will own 17% of the combined company on a fully-diluted basis after the merger.
The Transaction will be considered a "reverse merger" because the shareholders of American Environmental Partners will own more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction.
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