Business Combination with Achari Ventures
Holdings Corp. I is Expected to Be Completed in First Quarter of
2024
- Merger with Achari Ventures Holdings Corp. I (NASDAQ:AVHI)
expected to improve capital market access for existing and
prospective investors of Vaso Corporation (OTCQX:VASO).
- The transaction values Vaso at a pro forma equity value of
approximately $176 million at
$10 per share.
- Upon closing of the transaction, existing Vaso shareholders
will receive consideration consisting entirely of shares of the
surviving public combined company.
PLAINVIEW, NY, Dec. 7, 2023
/PRNewswire/ - Vaso Corporation ("Vaso," or "the Company"), a
diversified medical technology company currently trading on the
OTCQX market, today announced its plan to uplist from the OTCQX
market to the Nasdaq Stock Market via a business combination (the
"Transaction") with Achari Ventures Holdings Corp. I ("Achari",
NASDAQ:AVHI). Upon the closing of the Transaction, Vaso common
stock and warrants are expected to be listed on Nasdaq Capital
Market ("Nasdaq") under the ticker symbols "VASO" and "VASOW",
respectively. Vaso's common stock will continue to trade on the
OTCQX market under the symbol "VASO" until trading on Nasdaq
commences following the consummation of the proposed business
combination.
Vaso is led by Chief Executive Officer Jun Ma, who will continue to lead the combined
company following the proposed business combination. Achari is led
by Chief Executive Officer Vikas
Desai, who is also Chairman of Achari's Board of
Directors.
Company Overview
Vaso Corporation is a diversified medical technology company
with several distinctive but related specialties: managed IT
systems and services, including healthcare software solutions and
network connectivity services; professional sales services for
diagnostic imaging products; and design, manufacture and sale of
proprietary medical devices.
The Company operates through three wholly owned
subsidiaries:
-
- VasoTechnology, Inc. provides network and IT services through
two business units: VasoHealthcare IT Corp., a national value added
reseller of Radiology Information System ("RIS"), Picture Archiving
and Communication System ("PACS"), and other software solutions
from various vendors as well as related services, including
implementation, management and support; and NetWolves Network
Services LLC, a managed network services provider with an
extensive, proprietary service platform to a broad base of
customers.
- Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides
professional sales services and is the operating subsidiary for the
exclusive sales representation of a large healthcare diagnostic
imaging equipment manufacturer in certain market segments in
the United States.
- VasoMedical, Inc. manages and coordinates the design,
manufacture and sales of proprietary medical equipment and
software, as well as operates the Company's overseas assets
including China-based
subsidiaries.
Transaction Overview
The Transaction values Vaso at a pro forma equity value of
approximately $176 million, at
$10.00 per share. The Boards of
Directors of Vaso and Achari have each approved the Transaction,
the consummation of which is subject to various customary closing
conditions, including the filing and effectiveness of a
Registration Statement on Form S-4 (as amended or supplemented, the
"Registration Statement") by Achari with the United States
Securities and Exchange Commission ("SEC"), the filing and
clearance by the SEC of a proxy statement by Vaso and the approval
of the stockholders of both Achari and Vaso of the proposed
business combination (although Vaso shareholders representing 44%
of Vaso's outstanding shares have entered into support agreements
committing them to vote in favor of the Transaction). The
Transaction is expected to close in the first quarter of 2024.
Additional information, including a copy of the business
combination agreement, will be provided in Current Reports on Form
8-K to be filed by each of Achari and Vaso with the SEC.
Advisors
Ladenburg Thalmann & Co. Inc. is serving as financial and
capital markets advisor to Vaso. Katten Muchin Rosenman LLP is
acting as legal advisor to Achari and Ortoli Rosenstadt LLP is
acting as legal advisor to Vaso.
About Achari Ventures Holdings Corp. I
Achari Ventures Holdings Corp. I (NASDAQ: AVHI) is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses.
Additional Information and Where to Find It
Achari intends to file with the SEC the Registration Statement,
which will include a preliminary proxy statement/prospectus of
Achari, which will be both the proxy statement to be distributed to
holders of shares of Achari's common stock in connection with the
solicitation of proxies for the vote by Achari's stockholders with
respect to the proposed business combination and related matters as
may be described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities to be
issued in the business combination. Vaso intends to file with the
SEC (the "Company Proxy Statement") a preliminary proxy statement
of Vaso, which will be the proxy statement to be distributed to
holders of shares of Vaso's common stock in connection with the
solicitation of proxies for the vote by Vaso's stockholders with
respect to the proposed business combination and related matters as
may be described in the proxy statement.
After the Registration Statement is declared effective, Achari
will mail a definitive proxy statement/prospectus and other
relevant documents to its stockholders. After clearance from the
SEC with respect to the Company Proxy Statement, Vaso will mail a
definitive proxy statement and other relevant documents to its
stockholders. Achari's and Vaso's stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus to be filed by Achari, and any amendments
thereto, the preliminary proxy statement to be filed by Vaso, and
any amendments thereto, the definitive proxy statement/prospectus
to be filed by Achari and the definitive proxy statement to be
filed by Vaso, because such documentation will contain important
information about Achari, Vaso and the proposed business
combination. This press release is not a substitute for the
Registration Statement, the Company Proxy Statement, the definitive
proxy statement/prospectus to be filed by Achari, the definitive
proxy statement to be filed by Vaso or any other document that
Achari or Vaso will send to their respective stockholders in
connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS,
COMPANY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS
COMBINATION.
The definitive proxy statement/prospectus to be filed by Achari
and the definitive proxy statement to be filed by Vaso will each be
mailed to Achari and Vaso's respective stockholders as of record
dates to be established for voting on the proposed business
combination and related matters. Stockholders of Achari and Vaso
may obtain copies of the proxy statement/prospectus to be filed by
Achari and the proxy statement to be filed by Vaso, when available,
without charge, at the SEC's website at www.sec.gov or by directing
requests to each of: Vaso Corporation, 137 Commercial Street, Suite
200, Plainview, New York 11803 or
Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400,
Clark, NJ 07066, as
applicable.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Participants in Solicitation
This press release is not a solicitation of a proxy from any
investor or security holder. However, Achari and Vaso and their
respective directors, officers and other members of their
management and employees may be deemed to be participants in the
solicitation of proxies from Achari's and Vaso's stockholders with
respect to the proposed business combination and related matters.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of the directors
and officers of Achari and Vaso in the proxy statement/prospectus
to be filed by Achari relating to the proposed business combination
when it is filed with the SEC and the proxy statement to be filed
by Vaso relating to the proposed business combination when it is
filed with the SEC. These documents may be obtained free of charge
from the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only, and is
not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer 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. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Such forward-looking
statements are often identified by words such as "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "predict," "forecasted," "projected,"
"potential," "seem," "future," "outlook," and similar expressions
that predict or indicate future events or trends or otherwise
indicate statements that are not of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements and factors that
may cause actual results to differ materially from current
expectations include, but are not limited to: (i) the effect of
changes taking place across the intersection of the information
technology and healthcare industries, (ii) continuation of the
Company's agreement with a major healthcare diagnostic imaging
equipment manufacturer, (iii) the impact of competitive technology
and products and their pricing on the Company's technology and
products, (iv) medical insurance reimbursement policies, (v)
unexpected manufacturing or supplier problems, (vi) unforeseen
difficulties and delays in product development programs, (vii) the
actions of regulatory authorities and third-party payors in
the United States and overseas,
and (viii) the risk factors reported from time to time in the
Company's and Achari's SEC reports. The forgoing factors are not
exhaustive and additional factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the business combination; (2) the outcome of any legal
proceedings that may be instituted against Achari or Vaso, the
combined company or others following the announcement of the
business combination and any definitive agreements with respect
thereto; (3) the inability to complete the business combination due
to the failure to obtain approval of the stockholders of Achari or
Vaso or to satisfy other conditions to closing; (4) changes to the
proposed structure of the business combination that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the business
combination; (5) the ability to meet stock exchange listing
standards following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of Vaso as a result of the announcement and
consummation of the business combination; (7) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain key relationships and retain its management
and key employees; (8) costs related to the business combination;
(9) changes in applicable laws or regulations; (10) the possibility
that Vaso or the combined company may be adversely affected by
other economic, business, and/or competitive factors and (11)
Vaso's estimates of expenses and profitability. The foregoing list
of factors is not exhaustive.
The reader should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of Achari's final prospectus dated October 14, 2021 (Registration No.
333-258476), related to its initial public offering, Achari's and
Vaso's Annual Reports on Form 10-K filed with the SEC and other
documents filed by Achari and Vaso from time to time with the
SEC.
The reader is cautioned not to place undue reliance on these
forward-looking statements, which only speak as of the date made,
are not a guarantee of future performance and are subject to a
number of uncertainties, risks, assumptions and other factors, many
of which are outside the control of Achari and Vaso. Achari and
Vaso expressly disclaim any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations of
Achari or Vaso with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
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SOURCE Achari Ventures Holdings Corp. I
