Shearman

Genmab to Broaden and Strengthen Oncology Portfolio with Acquisition of ProfoundBio

Retrieved on: 
Wednesday, April 3, 2024

Genmab will acquire ProfoundBio for USD 1.8 billion in cash, payable at closing (subject to adjustment for ProfoundBio’s closing net debt and transaction expenses).

Key Points: 
  • Genmab will acquire ProfoundBio for USD 1.8 billion in cash, payable at closing (subject to adjustment for ProfoundBio’s closing net debt and transaction expenses).
  • The transaction will further broaden Genmab’s mid- to late-stage clinical pipeline and strengthen and complement Genmab’s already validated suite of proprietary technology platforms.
  • The addition of Rina-S to Genmab’s portfolio will enable Genmab to deepen its presence in the gynecologic oncology space and establish a firm foundation in solid tumors.
  • Based on the data from the ongoing Phase 1/2 clinical trial Genmab intends to broaden the development plans for Rina-S within ovarian cancer and other FRα-expressing solid tumors.

Genmab to Broaden and Strengthen Oncology Portfolio with Acquisition of ProfoundBio

Retrieved on: 
Wednesday, April 3, 2024

Genmab A/S (Nasdaq: GMAB) and ProfoundBio, Inc. announced today that the companies have entered into a definitive agreement for Genmab to acquire ProfoundBio in an all-cash transaction.

Key Points: 
  • Genmab A/S (Nasdaq: GMAB) and ProfoundBio, Inc. announced today that the companies have entered into a definitive agreement for Genmab to acquire ProfoundBio in an all-cash transaction.
  • Genmab will acquire ProfoundBio for USD 1.8 billion in cash, payable at closing (subject to adjustment for ProfoundBio’s closing net debt and transaction expenses).
  • The transaction will further broaden Genmab’s mid- to late-stage clinical pipeline and strengthen and complement Genmab’s already validated suite of proprietary technology platforms.
  • The addition of Rina-S to Genmab’s portfolio will enable Genmab to deepen its presence in the gynecologic oncology space and establish a firm foundation in solid tumors.

WHY Brands Inc. Expands Leadership Team with Two Key Executive Hires

Retrieved on: 
Wednesday, March 20, 2024

Both executives will report to Steven B. Dunn, Founder and Chief Executive Officer of WHY.

Key Points: 
  • Both executives will report to Steven B. Dunn, Founder and Chief Executive Officer of WHY.
  • “We are excited to expand our leadership bench with the strategic appointments of Joseph and Jaime,” said Mr. Dunn.
  • “As WHY moves into more tech-focused, high value products and household goods, we are embarking on a new chapter of growth.
  • Prior to joining WHY, Mr. Berkowitz was General Counsel & Head of Corporate Strategy at Pushpay, a leading fintech company.

Kingswood Acquisition Corp. and Wentworth Management Services LLC Announce Completion of Merger and Launch of Binah Capital Group

Retrieved on: 
Tuesday, March 19, 2024

NEW YORK, March 19, 2024 /PRNewswire/ -- Kingswood Acquisition Corp. (OTCE: KWAC) ("KWAC"), announced today the successful completion of its merger with Wentworth Management Services LLC ("Wentworth").  Wentworth has merged with KWAC to create Binah Capital Group ("Binah Capital"), a leading independent wealth management enterprise that will become a publicly traded company. The newly launched entity will be listed on the NASDAQ Global Market, trading under the ticker NASDAQ: BCG and the warrants are expected to begin trading under the new ticker symbol "BCGWW" on the Nasdaq Capital Market.

Key Points: 
  • With Completion of Transaction, Wentworth Management Services Merges with Kingswood Acquisition Corp. to Create Binah Capital Group
    NEW YORK, March 19, 2024 /PRNewswire/ -- Kingswood Acquisition Corp. (OTCE: KWAC) ("KWAC"), announced today the successful completion of its merger with Wentworth Management Services LLC ("Wentworth").
  • Wentworth has merged with KWAC to create Binah Capital Group ("Binah Capital"), a leading independent wealth management enterprise that will become a publicly traded company.
  • The transaction's completion enables Wentworth, a broker-dealer aggregator, to go public, with KWAC and Wentworth becoming wholly owned subsidiaries of Binah Capital Group, Inc.
  • Oppenheimer & Co. Inc. served as exclusive financial advisor to Kingswood Acquisition Corp., with SPAC Advisory Partners LLC and Odeon Capital Group LLC serving as capital markets advisors.

Sonita Bennitt Joins Seward & Kissel’s Tax Group

Retrieved on: 
Wednesday, February 28, 2024

Seward & Kissel LLP announced today that Sonita M. Bennitt , former counsel with Goodwin Procter LLP, has joined the firm’s New York office as a partner in the Tax Group .

Key Points: 
  • Seward & Kissel LLP announced today that Sonita M. Bennitt , former counsel with Goodwin Procter LLP, has joined the firm’s New York office as a partner in the Tax Group .
  • She also advised clients on tax aspects of real estate joint ventures and real estate investment trusts.
  • “Sonita’s wealth of experience makes her a valuable addition to our firm and the Tax Group,” said Jim Cofer , managing partner of Seward & Kissel and a partner in the firm’s Tax Group.
  • “Her deep background in private fund formation and structuring makes her an ideal fit with our Tax Group and the broader work of the firm.”
    Prior to Goodwin Procter, Bennitt practiced as a tax associate at Debevoise & Plimpton LLP.

Breeze Holdings Acquisition Corp. and TV Ammo, Inc. Announce Filing of a Registration Statement in Connection with Proposed Business Combination

Retrieved on: 
Wednesday, February 14, 2024

Upon closing of the business combination between Breeze Holdings and TV Ammo contemplated by the A&R Merger Agreement (the “Business Combination”), True Velocity, Inc., a newly-formed holding company (“True Velocity”), will own both Breeze Holdings and TV Ammo and is expected to be listed on the Nasdaq Capital Market (“Nasdaq”).

Key Points: 
  • Upon closing of the business combination between Breeze Holdings and TV Ammo contemplated by the A&R Merger Agreement (the “Business Combination”), True Velocity, Inc., a newly-formed holding company (“True Velocity”), will own both Breeze Holdings and TV Ammo and is expected to be listed on the Nasdaq Capital Market (“Nasdaq”).
  • In connection with the Business Combination, (i) the outstanding securities of TV Ammo will be converted into substantially equivalent securities of True Velocity, and (ii) the outstanding securities of Breeze Holdings will be converted into substantially equivalent securities of True Velocity.
  • Breeze Holdings will file a Current Report on Form 8-K with the SEC disclosing the material terms of the A&R Merger Agreement.
  • Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Breeze Holdings.

Seward & Kissel Adds Former Chief Marketing Officer From Shearman & Sterling

Retrieved on: 
Wednesday, February 14, 2024

Seward & Kissel LLP announced today that Nora Shearer , the former chief marketing officer at Shearman & Sterling, has become Seward & Kissel’s chief marketing and business development officer, effective immediately.

Key Points: 
  • Seward & Kissel LLP announced today that Nora Shearer , the former chief marketing officer at Shearman & Sterling, has become Seward & Kissel’s chief marketing and business development officer, effective immediately.
  • View the full release here: https://www.businesswire.com/news/home/20240214675950/en/
    Seward & Kissel Adds Nora Shearer as Chief Marketing and Business Development Officer (Photo: Business Wire)
    “Nora has a proven ability to connect premier law firms with their most important audiences,” said Jim Cofer , managing partner of Seward & Kissel.
  • Most recently, she served as the chief business development and marketing officer at Nardello & Co., the global investigations and business intelligence firm.
  • Notaro previously served at other elite firms, including Skadden, Arps, Slate, Meagher & Flom and Orrick, Herrington & Sutcliffe, before joining as Seward & Kissel’s first chief operating officer.

ANTHONY, LINDER & CACOMANOLIS HIRES CAPITAL MARKETS ATTORNEY CHRISTOPHER HINES

Retrieved on: 
Monday, February 12, 2024

WEST PALM BEACH, Fla., Feb. 12, 2024 /PRNewswire/ -- Anthony, Linder & Cacomanolis is proud to announce that the firm has hired seasoned capital markets and mergers and acquisitions attorney Christopher T. Hines.

Key Points: 
  • WEST PALM BEACH, Fla., Feb. 12, 2024 /PRNewswire/ -- Anthony, Linder & Cacomanolis is proud to announce that the firm has hired seasoned capital markets and mergers and acquisitions attorney Christopher T. Hines.
  • Hines has been practicing law since his 2002 graduation from Columbia University School of Law, which he attended after graduating with honors from Yale University.
  • He has specialized in capital markets and M&A work throughout his career, which includes stints at Debevoise & Plimpton, Morrison & Foerster, White & Case and Shearman & Sterling.
  • "I am excited and honored to join the team at Anthony, Linder & Cacomanolis, and contribute to their growing capital markets and mergers and acquisitions practices, particularly in respect of their Japanese practice and other cross-border matters," said Hines.

ContextLogic Announces Agreement to Sell Substantially All Operating Assets and Liabilities Associated with Wish to Qoo10 for $173 Million in Cash

Retrieved on: 
Monday, February 12, 2024

The Board also intends to explore the opportunity for a financial sponsor to help ContextLogic realize the value of its tax assets.

Key Points: 
  • The Board also intends to explore the opportunity for a financial sponsor to help ContextLogic realize the value of its tax assets.
  • We evaluated a variety of potential outcomes and determined that the proposed sale of our operating assets and liabilities, while preserving significant NOLs, represents the best path forward to maximize value for shareholders.
  • Upon close, we expect the new Wish platform will have an improved customer experience through increased product assortment and merchant selection.
  • As part of the agreement, ContextLogic will begin trading under a new ticker symbol within 30 days of the closing of the transaction.

Volcan Exploring Alternatives with Advisors

Retrieved on: 
Friday, February 9, 2024

Manuel Olguin 373, Santiago de Surco, Lima, Republic of Peru (“Volcan”), is exploring alternatives with respect to the US$365 million 4.375% Senior Notes due 2026 and the US$400 million syndicated term loan.

Key Points: 
  • Manuel Olguin 373, Santiago de Surco, Lima, Republic of Peru (“Volcan”), is exploring alternatives with respect to the US$365 million 4.375% Senior Notes due 2026 and the US$400 million syndicated term loan.
  • To that end, Volcan has retained BofA Securities, Inc., Moelis & Company LLC, and Shearman & Sterling LLP as advisors to help with the process and constructively engage with its lenders and bondholders.
  • Volcan expects to continue its operations in the ordinary course of its business while pursuing these alternatives.
  • Volcan is also in discussions with third parties regarding the sale of a number of its non-core assets which may or may not be completed prior to the implementation of any such alternative.