Glass Lewis

Yandex N.V. Reminds Shareholders of upcoming EGM and Class A Meeting

Retrieved on: 
Wednesday, March 13, 2024

Amsterdam, the Netherlands, March 4, 2024 — Yandex N.V. would like to remind shareholders that the Company’s EGM and Class A Shareholders meetings are scheduled to take place on 7 March 2024.

Key Points: 
  • Amsterdam, the Netherlands, March 4, 2024 — Yandex N.V. would like to remind shareholders that the Company’s EGM and Class A Shareholders meetings are scheduled to take place on 7 March 2024.
  • Shareholders can vote either in advance of the meetings or at the meetings themselves.
  • We urge all shareholders who have not yet given voting instructions in respect of their shares to do so as soon as possible, as described below.
  • If you are planning to attend the Class A Meeting or the EGM in person, we kindly request you to provide advance notice by notifying the Company at [email protected] before 5.30 p.m. CET on March 4, 2024.

Parks! America, Inc. Announces Leading Independent Proxy Advisory Firms, ISS & Glass Lewis, Recommend Parks! America Shareholders Vote “AGAINST” Each of Focused Compounding’s Proposals at Today’s Special Meeting

Retrieved on: 
Monday, February 26, 2024

PINE MOUNTAIN, Georgia, Feb. 26, 2024 (GLOBE NEWSWIRE) -- Parks! America, Inc. (OTCPink: PRKA) (the “Company” or “Parks! America”), a leading operator of regional safari parks in the U.S. announced today that both leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lews”) each recommended that Parks! America, Inc. shareholders vote “AGAINST” all Focused Compounding Fund, LP (collectively with its affiliates, “Focused Compounding”) proposals at today’s Special Meeting of Stockholders (the “Special Meeting”).

Key Points: 
  • America”), a leading operator of regional safari parks in the U.S. announced today that both leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lews”) each recommended that Parks!
  • America, Inc. shareholders vote “AGAINST” all Focused Compounding Fund, LP (collectively with its affiliates, “Focused Compounding”) proposals at today’s Special Meeting of Stockholders (the “Special Meeting”).
  • ISS and Glass Lewis are leading independent proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
  • America, commented, “We are pleased with the recommendations of the independent proxy advisory firms.

Palliser Capital Supports Shareholder Proposals to Reduce Samsung C&T’s Value Gap

Retrieved on: 
Monday, March 4, 2024

The Shareholder Proposals are consistent with recommendations Palliser presented in December 2023 to unlock value and catalyze growth at SCT.

Key Points: 
  • The Shareholder Proposals are consistent with recommendations Palliser presented in December 2023 to unlock value and catalyze growth at SCT.
  • The Shareholder Proposals comprise an important near-term initiative to help reduce the gap between SCT’s share price and its intrinsic market value, which is currently $22bn, equivalent to a 54% discount (the “SCT Value Gap”) and has consistently been in excess of 60%.
  • Unfortunately, SCT continues to trade at what Palliser believes is an unacceptable and excessively wide discount to its intrinsic value, with no cogent or transparent business strategy or plan to deliver long-overdue corporate value and improved shareholder returns.
  • We are fully supportive of the Shareholder Proposals and believe they represent important near-term initiatives to start addressing the Company’s persistent discount.

Dazheng Group Reaffirms Commitment to Acquire Hollysys at US$29.50 Per Share

Retrieved on: 
Saturday, February 3, 2024

Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today issued the following statement reaffirming the merits of its offer to acquire Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”).

Key Points: 
  • Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today issued the following statement reaffirming the merits of its offer to acquire Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”).
  • The Buyer Consortium, led by Dazheng Group, remains extremely motivated to acquire Hollysys at US$29.50 per share.
  • The Consortium emphasizes to Hollysys shareholders its commitment to acquire Hollysys at US$29.50 per share will remain unchanged by fluctuations in the share price of Hollysys, market conditions, or if the proposed Ascendent transaction is rejected by shareholders at the upcoming Extraordinary General Meeting (“EGM”) on February 8, 2024.
  • The commitment from Dazheng Group Acquisition Limited is robustly supported by back-to-back equity commitment letters, which have been formally executed by three sponsors as of January 25, 2024.

Dazheng Group Reaffirms Commitment to Acquire Hollysys Automation Technologies at US$29.50 per share and Urges Shareholders to Vote Against the Lower Priced Ascendent Transaction

Retrieved on: 
Wednesday, January 31, 2024

Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today issued the following public letter to shareholders of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”), after the latest unwarranted rejection from the Hollysys Special Committee.

Key Points: 
  • Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today issued the following public letter to shareholders of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”), after the latest unwarranted rejection from the Hollysys Special Committee.
  • Ascendent’s financing is uncertain, and the Ascendent transaction is subject to regulatory approvals, including potential Chinese national security review and outbound investment approval.
  • Institutional Shareholder Services (“ISS")and Glass Lewis have both recommended shareholders vote against the Ascendent transaction and it is not surprising that multiple shareholders have voiced their disdain for the proposed Ascendent transaction.
  • As is common market practice for investment companies, Dazheng Group solicited equity investors who were willing to participate in a transaction.

Hollysys Recommends Shareholders Vote FOR Ascendent Transaction to Secure Compelling Value

Retrieved on: 
Wednesday, January 31, 2024

BEIJING, Jan. 31, 2024 /PRNewswire/ -- The Board of Directors of Hollysys Automation Technologies Ltd. ("Hollysys" or the "Company") today issued a letter to shareholders reiterating its support for the proposed acquisition of the Company by a buyer controlled by Ascendent Capital Partners ("Ascendent") at the upcoming extraordinary general meeting to be held on February 8, 2024. In the letter, the Company also addressed statements published by Dazheng Group Acquisition Limited ("Dazheng").

Key Points: 
  • Below is the full text of the Board's letter to shareholders:
    We write today to reiterate our strong recommendation to vote FOR the proposed acquisition of Hollysys Automation Technologies Ltd. ("Hollysys" or the "Company") by a buyer controlled by Ascendent Capital Partners ("Ascendent").
  • The Special Committee of independent directors (the "Special Committee") makes this recommendation after careful consideration and deliberation on delivering the compelling transaction for shareholders.
  • Ascendent remains the only bidder that has demonstrated the ability to deliver compelling value that is fully financed and with a viable pathway to closing.
  • The collective experience of the Special Committee offers a valuable investor perspective when evaluating strategic options to maximize shareholders' interests and enhance value.

Hollysys Reiterates Strong Support for Ascendent Deal; Provides Update on Engagement with Dazheng

Retrieved on: 
Tuesday, January 30, 2024

BEIJING, Jan. 29, 2024 /PRNewswire/ -- The Special Committee of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company") today reiterated its unanimous recommendation that shareholders vote FOR the acquisition of the Company by a buyer controlled by Ascendent Capital Partners ("Ascendent"), an international and experienced private investment firm headquartered in Hong Kong.

Key Points: 
  • The most recent discussions concluded with the determination by the Special Committee that the Dazheng proposal is not superior to the Ascendent acquisition.
  • We selected Ascendent after running a comprehensive and rigorous process, where the Dazheng Consortium declined initially to even sign an NDA.
  • A proxy statement supplement detailing the Special Committee's recent engagement with Dazheng will be furnished with the U.S. Securities and Exchange Commission in due course.
  • The Special Committee strongly disagrees with the recommendations of ISS and Glass Lewis regarding the transaction with Ascendent.

Hollysys Engages With Buyer Consortium Led by Dazheng Group Following Recommendations Against Ascendent Transaction from Leading Proxy Advisors

Retrieved on: 
Monday, January 29, 2024

Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today provided an update to Hollysys shareholders regarding recent negotiations between the Consortium and the Special Committee of the board of directors of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”).

Key Points: 
  • Buyer Consortium (“the Consortium”) led by Dazheng Group Acquisition Limited (“Dazheng Group”) today provided an update to Hollysys shareholders regarding recent negotiations between the Consortium and the Special Committee of the board of directors of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”).
  • The Special Committee of the Hollysys Board engaged with the Consortium over the weekend, only after adverse recommendations from both ISS and Glass Lewis regarding the proposed Ascendent Capital transaction.
  • This engagement, coinciding with leading proxy advisors ISS and Glass Lewis advising Hollysys shareholders to vote against the Ascendent transaction, appears to be more of a superficial gesture rather than a sincere attempt at meaningful dialogue.
  • Despite the above concerns, the Consortium remains committed to negotiating its latest proposal of US$29.50 and determined to acquire Hollysys.

Leading Independent Proxy Advisory Firm Glass Lewis Recommends Consolidated Communications Shareholders Vote “FOR” the Proposed Transaction with Searchlight and BCI

Retrieved on: 
Tuesday, January 23, 2024

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that a leading independent proxy advisory firm, Glass Lewis & Co. (“Glass Lewis”), has joined Institutional Shareholder Services (“ISS”) in recommending that Consolidated shareholders vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”).

Key Points: 
  • Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that a leading independent proxy advisory firm, Glass Lewis & Co. (“Glass Lewis”), has joined Institutional Shareholder Services (“ISS”) in recommending that Consolidated shareholders vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”).
  • The Company’s special meeting of shareholders (the “Special Meeting”) to vote on the Proposed Transaction is scheduled to be held on January 31, 2024.
  • Consolidated urges its shareholders to vote “FOR” the Proposed Transaction today.
  • Consolidated issued the following statement regarding the Glass Lewis recommendation to vote FOR the Proposed Transaction:
    “Glass Lewis joining ISS in its support of the Proposed Transaction underscores the financially compelling and certain value that this transaction delivers to our shareholders.

Q4 Inc. Issues Final Reminder to Shareholders to Vote FOR the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 19, 2024

A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).

Key Points: 
  • A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
  • Shareholders are urged to vote TODAY to ensure their vote is promptly received ahead of the voting deadline of January 22, 2024 at 10:00 a.m. Toronto Time.
  • Materials related to the Special Meeting and instructions on how to vote “FOR” the Arrangement can be found here: https://investors.q4inc.com/Special-Meeting-Vote/Special-Meeting/default... .
  • Under the terms of the Arrangement, Shareholders (other than Rolling Shareholders) will receive $6.05 a share in cash.