Corporations

VALLEY REPUBLIC BANCORP ALERT: Bragar Eagel & Squire, P.C. Investigates Sale of VLLX and Encourages Investors to Contact the Firm

Retrieved on: 
Wednesday, July 28, 2021
Corporate finance, Economy, Finance, Corporations, Common stock, Mergers and acquisitions

On July 27, 2021, Valley Republic announced that it had entered into an agreement to merge with TriCo in a deal valued at approximately $165.6 million.

Key Points: 
  • On July 27, 2021, Valley Republic announced that it had entered into an agreement to merge with TriCo in a deal valued at approximately $165.6 million.
  • Pursuant to the merger agreement, Valley Republic stockholders will receive 0.95 shares of TriCo common stock for each share of Valley Republic common stock owned.
  • Bragar Eagel & Squire is concerned that Valley Republics board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement.
  • Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Valley Republics stockholders.

AeroFarms and Spring Valley Acquisition Corp. Announce Registration Statement Effectiveness and August 20, 2021 Scheduled Special Meeting to Approve Business Combination

Retrieved on: 
Wednesday, July 28, 2021
Professional services, Retail, Agriculture, Natural Resources, Finance, Banking, Food, Beverage, Shareholders, Corporate law, SEC filings, AeroFarms, Extraordinary general meeting, Proxy statement, Articles, Corporations, Companies

Spring Valley will mail shareholders as of July 19, 2021 the definitive proxy statement/prospectus relating to the Extraordinary General Meeting of Spring Valley Shareholders (the Special Meeting).

Key Points: 
  • Spring Valley will mail shareholders as of July 19, 2021 the definitive proxy statement/prospectus relating to the Extraordinary General Meeting of Spring Valley Shareholders (the Special Meeting).
  • The Special Meeting to approve the pending business combination is scheduled for August 20, 2021, at 10:00 a.m. Eastern Time.
  • On March 26, 2021, AeroFarms announced a definitive business combination agreement with Spring Valley Acquisition Corp. (Nasdaq: SV).
  • Spring Valley and AeroFarms anticipate that subsequent events and developments will cause Spring Valleys and AeroFarms assessments to change.

CVB Financial Corp. and Suncrest Bank Announce Agreement to Merge

Retrieved on: 
Tuesday, July 27, 2021
Corporate finance, Human resource management, Mergers and acquisitions, Manatt, Phelps & Phillips, Piper Sandler Companies, Economy, Finance, Corporations

ONTARIO, Calif. & VISALIA, Calif., July 27, 2021 (GLOBE NEWSWIRE) -- CVB Financial Corp. (Nasdaq: CVBF) and Suncrest Bank (OTCQX: SBKK) announced today that they have entered into an agreement and plan of reorganization and merger (the “Agreement”), pursuant to which Suncrest will merge with and into Citizens in a stock and cash transaction valued at approximately $204 million in aggregate or $16.18 per Suncrest share, based on CVB Financial Corp.’s closing stock price of $19.36 on July 26, 2021. The merger will increase Citizens’ total assets to approximately $17 billion on a pro forma basis based on the most recent publicly available information for Suncrest and CVB Financial Corp.

Key Points: 
  • Pursuant to the Agreement, at closing each share of Suncrest common stock will receive consideration consisting of 0.6970 shares of CVB Financial Corp. common stock and$2.69per share in cash.
  • CVB Financial Corp. will pay aggregate consideration of approximately 8.5 million shares of CVB Financial Corp. common stock and$39.0 millionin cash, subject to purchase price adjustment provisions and other terms set forth in the Agreement.
  • Giving effect to the merger, Suncrest shareholders would hold, in aggregate, approximately 6% of CVB Financial Corp.s outstanding common stock following the merger.
  • Directors, officers and certain shareholders holding 23.4% of the shares of Suncrest Bank have signed an agreement to vote their shares in favor of the proposed transaction with CVB Financial Corp.
    Piper Sandler & Co.served as financial advisor andManatt, Phelps & Phillips, LLPserved as legal counsel to CVB Financial Corp.MJC Partners, LLC served as financial advisor and Sheppard, Mullin, Richter & Hamptonserved as legal counsel to Suncrest.

WEST SUBURBAN BANCORP ALERT: Bragar Eagel & Squire, P.C. Investigates Sale of WNRP and Encourages Investors to Contact the Firm

Retrieved on: 
Tuesday, July 27, 2021
Corporate finance, Economy, Finance, Human resource management, Mergers and acquisitions, Corporations, Bragar, Common stock

On July 26, 2021, West Suburban announced that it had entered into an agreement to merge with Old Second in a deal valued at $297 million.

Key Points: 
  • On July 26, 2021, West Suburban announced that it had entered into an agreement to merge with Old Second in a deal valued at $297 million.
  • Pursuant to the merger agreement, West Suburban stockholders will receive 42.413 shares of Old Second common stock and $271.15 in cash for each share of West Suburban common stock owned.
  • Bragar Eagel & Squire is concerned that West Suburbans board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement.
  • Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for West Suburbans stockholders.

SHAREHOLDER ALERT: Pomerantz Law Firm Investigates Claims on Behalf of Investors of Stable Road Acquisition Corp. - SRAC

Retrieved on: 
Tuesday, July 27, 2021
Corporate finance, Private equity, Special-purpose acquisition company, Abraham Pomerantz, U.S. Securities and Exchange Commission, Pomerantz, Economy, Corporations

NEW YORK, July 27, 2021 (GLOBE NEWSWIRE) -- Pomerantz LLP is investigating claims on behalf of investors of Stable Road Acquisition Corp. (Stable Road or the Company) (NASDAQ: SRAC).

Key Points: 
  • NEW YORK, July 27, 2021 (GLOBE NEWSWIRE) -- Pomerantz LLP is investigating claims on behalf of investors of Stable Road Acquisition Corp. (Stable Road or the Company) (NASDAQ: SRAC).
  • The investigation concerns whether Stable Road and certain of its officers and/or directors have engaged in securities fraud or other unlawful business practices.
  • On July 13, 2021, the U.S. Securities and Exchange Commission (SEC) announced that it had brought charges against the special-purpose acquisition company (SPAC) Stable Road in connection with its acquisition of Momentus Inc. (Momentus).
  • Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions.

SHAREHOLDER INVESTIGATION: Halper Sadeh LLP Investigates SYKE, TGRF, ONEM, KIN; Shareholders are Encouraged to Contact the Firm

Retrieved on: 
Tuesday, July 27, 2021
Stock market, Shareholder, Stock, Corporations, Economy, Business

Upon closing, TGR Financial shareholders are expected to own approximately 20.2% of the outstanding shares of First Foundation's common stock.

Key Points: 
  • Upon closing, TGR Financial shareholders are expected to own approximately 20.2% of the outstanding shares of First Foundation's common stock.
  • If you are a TGR Financial shareholder, click here to learn more about your rights and options .
  • Halper Sadeh LLP may seek increased consideration, additional disclosures and information concerning the proposed transaction, or other relief and benefits on behalf of shareholders.
  • Shareholders are encouraged to contact the firm free of charge to discuss their legal rights and options.

CAPSTEAD ALERT: Bragar Eagel & Squire, P.C. Investigates Sale of MDLA and Encourages Investors to Contact the Firm

Retrieved on: 
Monday, July 26, 2021
Stock market, Corporate finance, Derivative, Financial law, Wagering, Stock, Security, Corporations, Economy, Economics

On July 26, 2021, Capstead announced that it had entered into an agreement to be acquired by BSPRT in a cash and stock deal.

Key Points: 
  • On July 26, 2021, Capstead announced that it had entered into an agreement to be acquired by BSPRT in a cash and stock deal.
  • Bragar Eagel & Squire is concerned that Capsteads board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement.
  • Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Capsteads stockholders.
  • The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country.

Penn Virginia Announces Proposed $400 Million Offering of Senior Unsecured Notes

Retrieved on: 
Monday, July 26, 2021
SEC filings, Proxy statement, Shareholders, Statements, Penn, Prospectus, Proxy, Stock market, Financial markets, Corporations

HOUSTON, July 26, 2021 (GLOBE NEWSWIRE) -- Penn Virginia Corporation (Penn Virginia) (NASDAQ: PVAC) today announced that, subject to market conditions and other factors, its indirect, wholly owned subsidiary Penn Virginia Escrow LLC (the Escrow Issuer) intends to offer $400 million aggregate principal amount of senior unsecured notes due 2026 (the Notes).

Key Points: 
  • HOUSTON, July 26, 2021 (GLOBE NEWSWIRE) -- Penn Virginia Corporation (Penn Virginia) (NASDAQ: PVAC) today announced that, subject to market conditions and other factors, its indirect, wholly owned subsidiary Penn Virginia Escrow LLC (the Escrow Issuer) intends to offer $400 million aggregate principal amount of senior unsecured notes due 2026 (the Notes).
  • Any offers of the Notes will be made only by means of a private offering memorandum.
  • All forward-looking statements are based on assumptions that Penn Virginia believes to be reasonable but that may not prove to be accurate.
  • After the Registration Statement has been declared effective, a definitive proxy statement/consent solicitation statement/prospectus will be mailed to shareholders of each of Penn Virginia and Lonestar.

AJAX I Announces Effectiveness of Registration Statement and an Annual Meeting Date of August 18, 2021 in Connection with its Proposed Business Combination with Cazoo

Retrieved on: 
Monday, July 26, 2021
Data management, Aftermarket, Automotive, Online Retail, Technology, Specialty, Other Technology, General Automotive, Retail, Software, Internet, Shareholders, SEC filings, Proxy statement, Statements, Meeting, Annual general meeting, Ajax, Cazoo, Corporations, Articles, Human communication

The Registration Statement provides important information about AJAX, Cazoo and the Business Combination.

Key Points: 
  • The Registration Statement provides important information about AJAX, Cazoo and the Business Combination.
  • AJAX also has established a record date of June 30, 2021 (the Record Date) and a meeting date of August 18, 2021 for its annual general meeting (the Annual Meeting) to approve the Business Combination, and has filed its definitive proxy statement relating to the Annual Meeting with the SEC.
  • AJAX has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate stockholder attendance and participation.
  • This communication relates to a proposed business combination among Cazoo, AJAX and Capri Listco (Listco).

ATLANTIC CAPITAL BANCSHARES ALERT: Bragar Eagel & Squire, P.C. Investigates Sale of ACBI and Encourages Investors to Contact the Firm

Retrieved on: 
Friday, July 23, 2021
Corporate finance, Economy, Finance, Corporations, Common stock, Mergers and acquisitions

On July 23, 2021, Atlantic Capital announced that it had entered into an agreement to merge with SouthState in a deal valued at $542 million.

Key Points: 
  • On July 23, 2021, Atlantic Capital announced that it had entered into an agreement to merge with SouthState in a deal valued at $542 million.
  • Pursuant to the merger agreement, Atlantic Capital stockholders will receive 0.36 shares of SouthState common stock for each share of Atlantic Capital common stock owned.
  • Bragar Eagel & Squire is concerned that Atlantic Capitals board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement.
  • Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Atlantic Capitals stockholders.