Offer

RMB Capital Opposes Tender Offer from Bandai Namco to Acquire Sotsu

Retrieved on: 
Wednesday, November 6, 2019
Finance, Consulting, Licensing (Entertainment), Professional services, Entertainment, Companies, Video game publishers, Economy of Japan, Video game companies, Bandai Namco Holdings, Entertainment Software Association, Corporate finance, Bandai Namco Entertainment, Namco, Tender, Offer, Finance, Consulting, Licensing (Entertainment), Professional services, Entertainment, Companies, Video game publishers, Economy of Japan, Video game companies, Bandai Namco Holdings, Entertainment Software Association, Corporate finance, Bandai Namco Entertainment, Namco, Tender, Offer

RMB Capital (RMB), an independent investment advisory firm, opposes the tender offer by Bandai Namco Holdings Inc. (7832 JP) to acquire a controlling stake in Sotsu Co., Ltd. (3711 JP).

Key Points: 
  • RMB Capital (RMB), an independent investment advisory firm, opposes the tender offer by Bandai Namco Holdings Inc. (7832 JP) to acquire a controlling stake in Sotsu Co., Ltd. (3711 JP).
  • RMBs opposition to this tender offer is due to the following reasons:
    The planned post-tender offer transactions between the founding family of Sotsu and Bandai Namco may violate the tender offer rule that prohibits discriminatory tender offer conditions among shareholders as specified by the Financial Instruments and Exchange Act in Japan.
  • RMB believes the disclosure around this tender offer, especially that of the valuation assumptions of the tender offer price, is very limited compared with the normal tender offer practices in Japan.
  • RMB also expects Bandai Namco to implement a tender offer process that complies with the tender offer rule in Japan.

Calpine Corporation Announces Extension of Early Tender Date for its 6.000% Senior Secured Notes due 2022, 5.375% Senior Notes due 2023 and 5.875% Senior Secured Notes due 2024

Retrieved on: 
Tuesday, November 5, 2019
Oil, Gas, Energy, Economy, Offer, Certificate of deposit

: 131347 CC8, U13055 AQ8 and 131347 CD6) (collectively, the Notes) from holders of each series of Notes (the Offers).

Key Points: 
  • : 131347 CC8, U13055 AQ8 and 131347 CD6) (collectively, the Notes) from holders of each series of Notes (the Offers).
  • The terms and conditions of the Offers are described in an offer to purchase, dated October 23, 2019 (the Offer to Purchase).
  • Accordingly, holders of Notes who validly tender and not withdraw their Notes before the Early Tender Date will be able to receive the previously announced Total Consideration for each series of Notes.
  • Calpine Corporation may, in its sole discretion, terminate, extend or amend the Offers at any time as described in the Offer to Purchase.

Rite Aid Announces Increase in Tender Offer Price and Extension

Retrieved on: 
Tuesday, October 29, 2019
Other Retail, Finance, Fitness & Nutrition, Professional services, Convenience store, Other Health, General Health, Pharmaceutical, Health, Retail, Corporate finance, Tender offer, Offer, Contract law

The Company also announced that the Tender Offer Consideration and Total Consideration set forth in the table above will not be further amended.

Key Points: 
  • The Company also announced that the Tender Offer Consideration and Total Consideration set forth in the table above will not be further amended.
  • The complete terms and conditions of the Tender Offers are set forth in Rite Aids Offer to Purchase dated October 15, 2019 (the Offer to Purchase), as amended by a Supplement to the Offer to Purchase dated October 29, 2019.
  • The Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain customary conditions described in the Offer to Purchase.
  • The offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.

Announcement Regarding Amendments to the Press Release titled “Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)” due to Changes of Conditions of Tender Offer

Retrieved on: 
Friday, October 25, 2019
Commercial Building & Real Estate, Construction & Property, Insurance, Finance, Consulting, Banking, Accounting, Professional services, Corporate finance, Tender offer, Offer, Tender

While Sapporo GK (hereinafter referred to as the Tender Offeror) commenced the tender offer for the common shares of UNIZO Holdings Company, Limited (Code No.

Key Points: 
  • While Sapporo GK (hereinafter referred to as the Tender Offeror) commenced the tender offer for the common shares of UNIZO Holdings Company, Limited (Code No.
  • Thereafter, the Target resolved, at the meeting of its board of directors held on September 27, 2019, to withdraw the position to approve the Tender Offer and the opinion to recommend that all shareholders tender their shares in the Tender Offer, and to withhold its position regarding the Tender Offer and the opinion on whether or not to recommend each shareholder to tender its shares in the Tender Offer.
  • In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, and thereafter, to 51 business days after the 3rd Change of Tender Offer Conditions).
  • In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, and to 51 business days after the 3rd Change of Tender Offer Conditions), and thereafter, to 56 business days after the 4th Change of Tender Offer Conditions).

Verizon announces tender offers for 20 series of notes of Verizon and certain of its subsidiaries

Retrieved on: 
Thursday, October 24, 2019
Letter of transmittal, Offer, Verizon Communications, Telecommunications, Companies, Information and communications technology

Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal.

Key Points: 
  • Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal.
  • With respect to the Certificated Notes, all references to the Offer to Purchase herein shall also include the Letter of Transmittal.
  • Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offers.
  • Today, Verizon also commenced separate tender offers for 11 other series of its outstanding notes that are not subject to the Offers described in this press release (the 5 Business Day Tender Offers).

Verizon announces tender offers for 11 series of notes

Retrieved on: 
Thursday, October 24, 2019
Corporate finance, Tender offer, Verizon Communications, Offer, Telecommunications, Companies, Information and communications technology, Legal tender

Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offers, including those tendered through the guaranteed delivery procedures.

Key Points: 
  • Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offers, including those tendered through the guaranteed delivery procedures.
  • All validly tendered Notes of a series having a higher Acceptance Priority Level will be accepted before all validly tendered Notes of a series having a lower Acceptance Priority Level are accepted.
  • Today, Verizon also commenced separate tender offers for 20 other series of its, and its various subsidiaries, outstanding notes that are not subject to the Offers described in this press release (the 20 Business Day Tender Offers).
  • The 20 Business Day Tender Offers are separate and distinct from the Offers made in the Offer to Purchase, and neither the Offers nor the 20 Business Day Tender Offers are conditioned upon the consummation of the other.

Sutter Rock Capital Corp. Will Commence a Modified Dutch Auction Tender Offer to Repurchase up to $10.0 Million of its Common Stock

Retrieved on: 
Monday, October 21, 2019
Corporate finance, Stock market, Economy, Tender offer, Share, Offer

The Tender Offer will commence on October 21, 2019 and will expire at 5:00 P.M., on November 20, 2019, unless extended.

Key Points: 
  • The Tender Offer will commence on October 21, 2019 and will expire at 5:00 P.M., on November 20, 2019, unless extended.
  • If the Tender Offer is fully subscribed, Sutter Rock will purchase between 1,250,000 shares and 1,666,667 shares, or between 6.57% and 8.77%, respectively, of Sutter Rocks outstanding shares of its common stock.
  • All shares accepted in the Tender Offer will be purchased at the same price even if tendered at a lower price.
  • The Tender Offer will, however, be subject to other conditions, which will be disclosed in the Tender Offer documents.

Telecom Argentina S.A. Announces Extension of Expiration Date and Reduction of Minimum Issue Requirement for its Private Exchange Offer for its Outstanding 6.500% Notes due 2021 and Related Cash Tender Offer.

Retrieved on: 
Friday, October 18, 2019
Corporate finance, Economy, Money, Tender offer, Finance, Exchange offer, Offer, Legal tender

Holders participating in the Cash Tender Offer are required to certify that they are Retail Offer Qualified Holders.

Key Points: 
  • Holders participating in the Cash Tender Offer are required to certify that they are Retail Offer Qualified Holders.
  • Holderseligible to participate in the Exchange Offer are Ineligible Holders and are NOT permitted to participate in the Cash Tender Offer.
  • Telecom reserves the right, subject to applicable law, to waive any and all conditions to the Cash Tender Offer.
  • The Exchange Offer is being made solely pursuant to the Exchange Offer Documents and the Cash Tender Offer is being made solely pursuant to the Cash Tender Offer Documents.

Announcement Regarding Amendments to the Press Release titled “Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)” due to Changes of Conditions of Tender Offer

Retrieved on: 
Thursday, October 17, 2019
Professional services, Other Construction & Property, Commercial Building & Real Estate, Finance, Construction & Property, Banking, Corporate finance, Tender offer, Offer, Tender

Accordingly, the Tender Offeror hereby announces that the amendments shall be made to the Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) dated August 16, 2019 (including the portions amended by the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated September 5, 2019, the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated September 20, 2019 and the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated October 2, 2019), as follows:

Key Points: 
  • Accordingly, the Tender Offeror hereby announces that the amendments shall be made to the Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) dated August 16, 2019 (including the portions amended by the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated September 5, 2019, the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated September 20, 2019 and the Announcement Regarding Amendments to the Press Release titled Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) due to Changes of Conditions of Tender Offer dated October 2, 2019), as follows:
    Portions to be amended are underlined.
  • (3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer
    In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions and then to 41 business days after the 2nd Change of Tender Offer Conditions).
  • Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but thereafter changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions.
  • In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, and thereafter, to 51 business days after the 3rd Change of Tender Offer Conditions).

Lundbeck and Alder BioPharmaceuticals announce updated information in the tender offer materials filed with SEC

Retrieved on: 
Friday, October 11, 2019
Corporate finance, Tender offer, Offer

The Offer commenced on 23 September 2019, and on the same day Lundbeck filed an offer to purchase and related letter of transmittal setting forth the terms of the Offer with the SEC and began mailing such materials to Alder stockholders.

Key Points: 
  • The Offer commenced on 23 September 2019, and on the same day Lundbeck filed an offer to purchase and related letter of transmittal setting forth the terms of the Offer with the SEC and began mailing such materials to Alder stockholders.
  • Also on 23 September 2019, Alder filed a solicitation and recommendation statement with the SEC under cover of Schedule 14D-9 recommending Alder stockholders tender their shares in the Offer and began mailing such statement to Alder stockholders.
  • The solicitation and offer to buy the common stock of Alder are only being made pursuant to the offer to purchase and related tender offer materials filed with the SEC by Lundbeck.
  • In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Lundbeck, as well as the solicitation/recommendation statement filed by Alder, Alder will also file annual, quarterly and current reports with the SEC.