United Kingdom company law

Concerned Shareholder Urges BlackBerry Board to Guard Against Unfair Buyout Bids and Oppose Watsa as Director as Board Considers Strategic Alternatives

Retrieved on: 
Thursday, June 22, 2023
Berkshire Hathaway, Morgan Stanley, IPO, Partnership, BlackBerry Limited, TradeWinds, Failure, Internet of things, CrowdStrike, Compensation, Software, CyberArk, Sokol, History, McKinsey & Company, Prem Watsa, Judgement, Amazon, Eyebrow, IVY, Superior Court of Quebec, Trust, The Company, BlackBerry, Acquisition, Annual general meeting, TSX, QNX, Growth, Emphasis, Fairfax Financial, OEM, Letter, BB, United Kingdom company law, Nomination, Common, Security (finance), Management, Cryptocurrency, Lubrizol, Atlas Corporation, Computer security

Accordingly, Mr. Gardner is urging the Board and shareholders to vote against Watsa as a director, given his conflict of interest as Fairfax's principal.

Key Points: 
  • Accordingly, Mr. Gardner is urging the Board and shareholders to vote against Watsa as a director, given his conflict of interest as Fairfax's principal.
  • Mr. Gardner is also urging the Board to resist unfair take-private bids and implement safeguards to protect minority shareholders.
  • As you may recall, I am a long-term investor in BlackBerry Limited ("BlackBerry" or the "Company"), holding approximately 5,000,000 shares of the Company's common stock.
  • At a minimum, the Board should exclude Watsa from its assessment of strategic alternatives given Watsa's clear conflict of interest.

RVL Pharmaceuticals plc Announces Result of Proposal to Approve a Waiver of Offer Obligations under Rule 9 of the Irish Takeover Rules at Annual General Meeting

Retrieved on: 
Thursday, June 15, 2023
United Kingdom company law, AGM, Acquisition, Person

BRIDGEWATER, N.J., June 15, 2023 (GLOBE NEWSWIRE) -- RVL Pharmaceuticals plc (Nasdaq: RVLP) (“RVL” or the “Company”), a specialty pharmaceutical company, today announced results of the proposal to approve a waiver of offer obligations under Rule 9 of the Irish Takeover Rules (the “Rules”) at the Company’s Annual General Meeting held on June 15, 2023 (the “AGM”).

Key Points: 
  • BRIDGEWATER, N.J., June 15, 2023 (GLOBE NEWSWIRE) -- RVL Pharmaceuticals plc (Nasdaq: RVLP) (“RVL” or the “Company”), a specialty pharmaceutical company, today announced results of the proposal to approve a waiver of offer obligations under Rule 9 of the Irish Takeover Rules (the “Rules”) at the Company’s Annual General Meeting held on June 15, 2023 (the “AGM”).
  • The result of the poll was 36,568,508 votes for; and 390,152 votes against.
  • There were 2,245,474 abstentions or withheld votes.
  • In such circumstances, the Affected Parties will not incur an obligation under Rule 9 of the Rules to make a general offer to the Company's other shareholders.

Clarivate Amends Share Repurchase Program as Part of Balanced Capital Allocation Plan

Retrieved on: 
Wednesday, May 24, 2023
Organization, Growth, Intelligence, EBITDA, Share repurchase, CLVT, NYSE, United Kingdom company law, Management, Clarivate

LONDON, May 24, 2023 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate"), a global leader in connecting people and organizations to intelligence they can trust, today announced that, given its reduced debt profile, the Company's Board of Directors has approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1 billion to $500 million.

Key Points: 
  • LONDON, May 24, 2023 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate"), a global leader in connecting people and organizations to intelligence they can trust, today announced that, given its reduced debt profile, the Company's Board of Directors has approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1 billion to $500 million.
  • Jonathan Gear, Chief Executive Officer of Clarivate, said, "The changes to the share repurchase program reflect our Board and management team's confidence in Clarivate's strategy, execution and commitment to allocating our significant free cash flow towards the Company's capital structure, investing for growth and returning capital to shareholders.
  • Having made significant progress in reducing our leverage, we are now positioned to increase shareholder returns through the share repurchase program.
  • We intend to execute against this $500 million authorization until the end of 2024, while continuing to strengthen our balance sheet and still achieving a leverage ratio of less than 4x net debt to EBITDA by the end of 2023."

Clarivate Amends Share Repurchase Program as Part of Balanced Capital Allocation Plan

Retrieved on: 
Wednesday, May 24, 2023
Organization, Growth, Intelligence, EBITDA, Share repurchase, CLVT, NYSE, United Kingdom company law, Management, Clarivate

LONDON, May 24, 2023 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate"), a global leader in connecting people and organizations to intelligence they can trust, today announced that, given its reduced debt profile, the Company's Board of Directors has approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1 billion to $500 million.

Key Points: 
  • LONDON, May 24, 2023 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate"), a global leader in connecting people and organizations to intelligence they can trust, today announced that, given its reduced debt profile, the Company's Board of Directors has approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1 billion to $500 million.
  • Jonathan Gear, Chief Executive Officer of Clarivate, said, "The changes to the share repurchase program reflect our Board and management team's confidence in Clarivate's strategy, execution and commitment to allocating our significant free cash flow towards the Company's capital structure, investing for growth and returning capital to shareholders.
  • Having made significant progress in reducing our leverage, we are now positioned to increase shareholder returns through the share repurchase program.
  • We intend to execute against this $500 million authorization until the end of 2024, while continuing to strengthen our balance sheet and still achieving a leverage ratio of less than 4x net debt to EBITDA by the end of 2023."

Kuaishou Technology Announces HK$4 billion Share Repurchase Program

Retrieved on: 
Monday, May 22, 2023
Private law, Shareholder, Share repurchase, United Kingdom company law, Stock exchange, AGM, International Association of Skateboard Companies, Cayman Islands, Mergers and acquisitions, Takeover, Property management, Security (finance)

This repurchase program will be in effect from the date of this announcement until the conclusion of the annual general meeting to be held in 2024 (the "2024 AGM").

Key Points: 
  • This repurchase program will be in effect from the date of this announcement until the conclusion of the annual general meeting to be held in 2024 (the "2024 AGM").
  • The Company also proposed an ordinary resolution at the forthcoming annual general meeting to be held on June 16, 2023 to grant the Board a new general and unconditional mandate to repurchase Shares not exceeding 10% of the total number of the issued Shares as at June 16, 2023 (the "2023 Share Repurchase Mandate" and, if so approved by the Shareholders, together with the 2022 Share Repurchase Mandate, the "Share Repurchase Mandate").
  • The Board believes that the current financial resources of the Company would enable it to implement the share repurchase while maintaining a solid financial position.
  • Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

MKS Instruments Declares Quarterly Cash Dividend

Retrieved on: 
Wednesday, May 17, 2023
United Kingdom company law, MKS Instruments, MKSI, Rare-earth element, Holding company

ANDOVER, Mass., May 17, 2023 (GLOBE NEWSWIRE) -- MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today announced that its Board of Directors has authorized a quarterly cash dividend of $0.22 per share, payable on June 9, 2023, to shareholders of record as of May 30, 2023.

Key Points: 
  • ANDOVER, Mass., May 17, 2023 (GLOBE NEWSWIRE) -- MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today announced that its Board of Directors has authorized a quarterly cash dividend of $0.22 per share, payable on June 9, 2023, to shareholders of record as of May 30, 2023.
  • Future dividend declarations, as well as the record and payment dates for such dividends, are subject to the final determination of the Company's Board of Directors.

WW International, Inc. Announces First Quarter 2023 Results

Retrieved on: 
Thursday, May 4, 2023
Sequence, Borrow Direct, Tax, Income tax, GAAP, Workshop, Digital subscriber line, WW, Acquisition, United Kingdom company law, Nature, Webcast, Depreciation, Digital, Hand, Bank, Music, Mobile phone, Reinsurance, Aquaculture, Financial services, International

End of Period Subscribers in Q1 2023 were down 11.5% versus the prior year period, driven by declines in the Digital business.

Key Points: 
  • End of Period Subscribers in Q1 2023 were down 11.5% versus the prior year period, driven by declines in the Digital business.
  • Total Paid Weeks in Q1 2023 were down 13.5% versus the prior year period, driven by declines in the Digital business.
  • 2023 Restructuring Plan: In connection with the previously announced 2023 restructuring plan, the Company recorded aggregate restructuring charges of approximately $23.0 million in Q1 2023.
  • In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results.

Amarin Urges Shareholders to Vote “Against” Sarissa’s Harmful Proposals at Upcoming General Meeting – IT HAS NO PLAN, NO NEW IDEAS AND AN UNDERQUALIFIED SLATE

Retrieved on: 
Friday, February 17, 2023
United Kingdom company law, Our Boarding House, Glass Lewis, Common stock, Sarissa, Institutional Shareholder Services, Ropes & Gray, ISS, ADS, Glass, Eric Holder, Risk, Amarin Corporation, Mass meeting, Annual general meeting, Lost My Head... But I'm Back on the Right Track, Security (finance), Management, Amarin

DUBLIN, Ireland and BRIDGEWATER, N.J. , Feb. 17, 2023 (GLOBE NEWSWIRE) -- The Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”) Board of Directors today issued the following statement reiterating to shareholders its recommendation to vote on the WHITE proxy card “AGAINST” all of Sarissa’s harmful proposals ahead of the General Meeting of Shareholders, which is scheduled to be held on February 28, 2023. Shareholders of record as of January 23, 2023, will be entitled to vote at the meeting. For ADS holders, the deadline to submit votes is 3 PM GMT (10 AM ET) on February 22, 2023, and for holders of ordinary shares, the deadline is 3 PM GMT (10 AM ET) on February 24, 2023.

Key Points: 
  • Shareholders of record as of January 23, 2023, will be entitled to vote at the meeting.
  • We strongly urge all shareholders to consider what is at stake and vote “AGAINST” Sarissa’s harmful proposals on the WHITE proxy card.
  • Shareholders can switch their vote at any time by simply voting on the WHITE proxy card “AGAINST” all of Sarissa’s harmful proposals.
  • Additional materials regarding the Board of Directors’ recommendations for the General Meeting can be found at www.voteamarin.com.

G WILLI ANNOUNCES APPOINTMENT BY BOARD OF DIRECTORS OF JOSEPH WILLIGER AS NEW CHIEF EXECUTIVE OFFICER

Retrieved on: 
Tuesday, January 17, 2023
Marketing, Private law, United Kingdom company law, Management

YAVNE, Israel, Jan. 17, 2023 /PRNewswire/ -- G. Willi-Food International Ltd. (NASDAQ: WILC) (the "Company" or "Willi Food"), a global company that specializes in the development, marketing and international distribution of kosher foods, announced today that the Company's board of directors has appointed Mr. Joseph Williger, one of the Company's controlling shareholders and until now its Co-Chairman of the Board, as CEO to replace Mr. Erez Viner whose term of officer as CEO of the Company will end effective today.

Key Points: 
  • YAVNE, Israel, Jan. 17, 2023 /PRNewswire/ -- G. Willi-Food International Ltd. (NASDAQ: WILC) (the "Company" or "Willi Food"), a global company that specializes in the development, marketing and international distribution of kosher foods, announced today that the Company's board of directors has appointed Mr. Joseph Williger, one of the Company's controlling shareholders and until now its Co-Chairman of the Board, as CEO to replace Mr. Erez Viner whose term of officer as CEO of the Company will end effective today.
  • Mr. Viner will continue to provide his services to the company in the field of business development, logistic operation and leading the establishment of the company's new logistic center.
  • Mr. Williger's appointment as CEO is subject to approval of the shareholders in accordance with the provisions of the Companies Law, 5799-1999.
  • The Company intends to convene a shareholder meeting for this purpose in the near future.

The Extraordinary General Assembly of Dukhan Bank (the "Bank") Approves the Conversion of the Bank to a Qatari Public Shareholding Company and the Direct Listing of the Share Capital of the Bank on the primary market on the Qatar Stock Exchange

Retrieved on: 
Monday, January 16, 2023
Access (company), Bank, Qatar Exchange, QAR, EGA, Shariah Board, Federal Act on Banks and Savings Banks, Private law, UK Corporate Governance Code, United Kingdom company law, KPMG, Growth, LLP, Social responsibility, Qatar Central Bank, Article, Third Extraordinary General Assembly of the Synod of Bishops, Multimedia, Investment, Main–Market Historic District, Islam, Security (finance), Waste management

The Extraordinary General Assembly (the "EGA") of the Bank approved the conversion of the Bank to a Qatari Public Shareholding Company.

Key Points: 
  • The Extraordinary General Assembly (the "EGA") of the Bank approved the conversion of the Bank to a Qatari Public Shareholding Company.
  • DOHA, Qatar, Jan. 16, 2023 /PRNewswire/ -- The Extraordinary General Assembly Meeting of Dukhan Bank was held via videoconference on Sunday, January 15 2023, chaired by H.E.
  • Sheikh Mohammed Bin Hamad Bin Jassim Al-Thani, the Chairman of the Board, and in the presence of 91.6% of the shareholders.
  • Moreover, the amendments include appointing board members immediately upon the conversion of the Bank to a Qatari public shareholding company.