Solution Provider Ameri100 Makes Unsolicited Offer To Merge With Struggling Ciber

Ameri100, a Princeton, N.J.-based technology management solution provider, made an offer to acquire Ciber, the struggling solution provider that in recent months has been selling off pieces of its business in an effort to repay an outstanding loan.

Ameri100 went public Monday with its offer to merge with Ciber and acquire Ciber's stock at 75 cents per share.

Ameri Holdings, the parent company of Ameri100, also said it had formed a stockholder group with Lone Star Value Management, an Old Greenwich, Conn.-based hedge fund, to nominate two candidates to Ciber's board of directors at Ciber's upcoming annual shareholders' meeting.

[Related: 11 M&A Deals Reshaping The Channel: February 2017]

Ciber, based in Greenwood Village, Colo., issued a statement Monday confirming that Lone Star Value Management had submitted a notice of its intent to nominate two candidates for election to its board. But the statement included no response to Ameri100's offer. In its Monday statement, Ameri100 said it had contacted Ciber "a few weeks ago" to explore the possibility of a merger and submitted "a formal proposal to Ciber's board expressing Ameri's interest in a strategic business combination."

But the Ameri100 statement also said, in underlined text, that Ciber's board had not responded to the Ameri100 offer, "which strongly suggests to us that the M&A committee of the board is not serving the best interests of [Ciber] 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 [Ciber] stockholder value to be maximized."

Ciber, No. 43 on the 2016 CRN Solution Provider 500, has seen double-digit sales declines in recent quarters and is trying to pay off a $39.7 million loan from Wells Fargo. As part of that effort the company has been selling off parts of its business, including its Netherlands and Norway businesses to ManpowerGroup last year for $25 million and $7 million, respectively; its Spanish operations, also to ManpowerGroup, last month for $7 million; and its German and Danish businesses to German IT company Allgeier, also last month, for $8.8 million.

In October Ciber hired a financial advisory services firm to help the company explore strategic alternatives for its future, including the possibility of merging with or being acquired by another company.

In 2016 Ciber's stock lost more than 82 percent of its value, falling from $3.51 per share to 63 cents. Ciber's shares continued to fall to 28 cents by the close of trading Friday before jumping to between 55 cents and 60 cents per share Monday morning.

Ameri100 is major player in the ERP channel, offering IT consulting services in business process management and ERP applications – particularly around SAP software. Last year Ameri100 acquired SAP consulting firms Virtuoso and Bigtech Software.