Aegis Identity Software, Inc. entered into a non-binding letter of intent to acquire Code Rebel Corp in a reverse merger transaction.
At closing, the post-merger board of directors will consist of seven directors and comprise of a mix of certain current directors of Aegis and current existing Code Rebel's directors. Also, certain stockholders of Code Rebel that hold more than 50% of the issued and outstanding CR Shares agreed to vote in favor of the transaction and the related transactions, including to amend and restate the charter, under which the authorized shares of would be increased to 100 million shares which is sufficient to facilitate the merger. Completion of the merger is contingent upon certain closing conditions, including customary due diligence considerations, the negotiation, execution and delivery of a merger agreement by the parties, Code Rebel board and stockholder approval of Code Rebel and Aegis Identity Software. The transaction is also subject to approval from third party and other governmental approvals. The stockholder's meeting of Code Rebel will be held on April 30, 2016. The merger agreement was unanimously approved by the Code Rebel Corporation's Board of Directors.
Richard M. Morris of Herrick Feinstein, L.L.P. acted as legal advisor and Eric M. Hellige of Pryor Cashman LLP acted as legal advisor for Aegis. Oppenheimer & Co. acted as financial advisor for Code Rebel.