Anju Software, Inc. entered into a merger agreement to acquire OmniComm Systems, Inc. (OTCPK:OMCM) for $65.7 million on July 15, 2019. Upon closing, shares of OmniComm common stock and restricted shares will be cancelled and automatically converted into the right to receive $0.41032 per share. At the effective time, each outstanding share of OmniComm series D preferred stock will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $0.001 per share of series D preferred stock. Each option, whether vested or unvested as of immediately prior to the effective time, will become a vested option, and will be automatically cancelled and converted into the right to receive an amount in cash equal to the product of the total number of shares of common stock subject to such option multiplied by the amount, if any, by which the merger consideration exceeds the exercise price per share of common stock underlying such option. Similarly, warrants will be automatically converted, in settlement and cancellation thereof, into the right to receive, at the effective time, cash in an amount equal to: the excess, if any, of the merger consideration over the exercise price per share of the common stock subject to such warrant; multiplied by the number of shares of common stock for which such warrant will not previously have been exercised. In connection with the consummation of the merger, OmniComm will repay all indebtedness outstanding under its convertible debt instruments for which consent has been received pursuant to the merger agreement. Cornelis F. Wit, the holder of all of the convertible debt instruments, has agreed to receive repayment, as of the effective time, of all indebtedness outstanding under the convertible debt instruments (and not to convert such convertible debt into common stock) equal to approximately $5.77 million. Under the terms of the agreement, OmniComm will become a wholly owned subsidiary of Anju Software. The merger agreement further provides that, upon termination of the merger agreement under certain specified circumstances, OmniComm Systems will be obligated to pay Anju Software a termination fee of $3.5 million and/or enforcement costs of up to $0.5 million, likewise, under certain specified circumstances, Anju Software will be obligated to pay OmniComm a termination fee of $4.5 million and/or enforcement costs of up to $0.5 million.

The transaction is subject to satisfaction of customary closing conditions including expiration or termination of the applicable waiting periods pursuant to any Antitrust Laws applicable to the merger, approval of shareholders of OmniComm and all outstanding indebtedness under the convertible debt of OmniComm having been repaid or converted into common stock. OmniComm's Board of Directors unanimously approved the merger and recommended that the stockholders approve the transaction. Crosstree Capital Securities, LLC rendered its opinion to the special committee and the Board that the merger consideration to be paid to the holders of common stock in the merger was fair, from a financial point of view, to such stockholders. As of July 16, 2019, Cornelis Wit, Randall Smith, Adam Cohen, Robert Schweitzer and Thomas Vickers representing approximately 62% of the outstanding voting power of OmniComm, provided their written consent to the adoption and approval of the merger agreement. OmniComm has established a special committee of independent directors to review the transaction. The closing is expected to occur by October 31, 2019. Shane Senior of Crosstree Capital Partners Inc. acted as financial advisor and fairness opinion provider to OmniComm and Curt P. Creely and Jonathan P. Witt of Foley & Lardner LLP acted as legal advisor to OmniComm. Madison Park Group LLC acted as financial advisor to Anju Software and Dan Mahoney of Snell & Wilmer LLP acted as legal advisor to Anju Software. Armand A. Della Monica, P.C., David Feirstein, P.C. and Elizabeth Freechack of Kirkland & Ellis LLP acted as legal advisors to Anju Software. OmniComm has agreed to pay Crosstree Capital Partners Inc., a fee of approximately $1.25 million, of which $75,000 has been paid in the form of retainer payments and of which $150,000 has been paid or became payable upon delivery of the opinion. The remainder will be payable only upon the completion of the merger.