Williams Act

Nidec Announces Notice Regarding the Completion of Purchase and Settlement of Tendered Shares Certificates, etc. in Tender Offer of Takisawa Machine Tool Co., Ltd. (Securities Code: 6121) and its Entry to Nidec Group

Retrieved on: 
Monday, November 20, 2023
Machine Tools, Metalworking & Metallurgy, Robotics, Technology, Manufacturing, Machinery, Hardware, Tender offer, Financial instrument, Tokyo Stock Exchange, Williams Act, Inc., Result, Standard Market Design, Target, Nidec

tendered for the Tender Offer (the “Tendered Share Certificates, etc.”) exceeded the minimum number to be purchased in the Tender Offer, and therefore Nidec Corporation was scheduled to purchase, etc.

Key Points: 
  • tendered for the Tender Offer (the “Tendered Share Certificates, etc.”) exceeded the minimum number to be purchased in the Tender Offer, and therefore Nidec Corporation was scheduled to purchase, etc.
  • Today, we would like to announce that Nidec Corporation has completed the purchase, etc.
  • of 5,502,183 shares in total through Mita Securities Co., Ltd. and Monex Inc. (subagent).
  • As a result, we own 86.14% of the voting rights in the Target Company and it has become a member of Nidec Group.

Nidec Announces the Results of the Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)

Retrieved on: 
Tuesday, November 14, 2023
Machine Tools, Metalworking & Metallurgy, Automotive Manufacturing, Technology, Manufacturing, Machinery, Hardware, Financial instrument, Corporation, Nidec, Williams Act, Tokyo Stock Exchange, Standard Market Design, Tender offer, Tender

Nidec Corporation (the “Tender Offeror”) decided on September 13, 2023 to acquire, through a tender offer in accordance with the Financial Instruments and Exchange Act (Act No.

Key Points: 
  • Nidec Corporation (the “Tender Offeror”) decided on September 13, 2023 to acquire, through a tender offer in accordance with the Financial Instruments and Exchange Act (Act No.
  • 25 of 1948, as amended, the “Act”) and related laws and regulations (the “Tender Offer”), the common shares (the “Target Company Shares”) issued by Takisawa Machine Tool Co., Ltd. (Securities Code: 6121.
  • The “Target Company”), which are listed on the Standard Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), and launched the Tender Offer on September 14, 2023.
  • The Tender Offeror today announced that the Tender Offer had ended on November 13, 2023.

Nidec Announces Changes to the Press Release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” due to Changes in Conditions to the Tender Offer to the Company

Retrieved on: 
Friday, October 27, 2023
Machine Tools, Metalworking & Metallurgy, Robotics, Technology, Manufacturing, Machinery, Hardware, Standard Market Design, Graduation, Tender offer, Tender, Tokyo Stock Exchange, Target, OTC, Williams Act, International Ship and Port Facility Security Code, Notice, Paragraph, Financial Instruments and Exchange Act, Corporation, September 21 (Eastern Orthodox liturgics), Public, Nidec, Financial instrument, Press release, Cryptocurrency

25 of 1948, as amended, the “Act”) and related laws and regulations (the “Tender Offer”), the common shares (the “Target Company Shares”) of Takisawa Machine Tool Co., Ltd. (Securities Code: 6121.

Key Points: 
  • 25 of 1948, as amended, the “Act”) and related laws and regulations (the “Tender Offer”), the common shares (the “Target Company Shares”) of Takisawa Machine Tool Co., Ltd. (Securities Code: 6121.
  • The “Target Company”), which is listed on the Standard Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), and launched the Tender Offer on September 14, 2023.
  • Accordingly, as explained in the Public Notice of Commencement of the Tender Offer submitted on September 14, 2023 (including the matters amended based on the amendment to the tender offer registration statement for the Tender Offer submitted on September 21 and October 10, 2023: the same shall apply hereinafter), the Tender Offeror, for the purpose of securing a tender offer period of 10 business days from today, decided to extend the period for the Tender Offeror to acquire the Target Company’s common shares in the Tender Offer (the “Tender Offer Period”) until November 13, 2023.
  • Thus, the Tender Offeror amends part of the September 21, 2023 press release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” (including the October 10, 2023 press release, “Notice Regarding Changes to the Press Release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” due to Submission of Amended Statement of Public Notice of Commencement of the Tender Offer, and Changes to the Notice Regarding Commencement of the Tender Offer”: the same shall apply hereinafter).

HF Foods Files Complaint in US District Court to Protect Stockholders and Employees

Retrieved on: 
Wednesday, May 17, 2023
Williams Act, Shareholder, HF, Private law, Annual Meetings of the International Monetary Fund and the World Bank Group, History, Person, Complaint, District court, Annual general meeting, Trustee, Xu, Cryptocurrency

LAS VEGAS, May 17, 2023 (GLOBE NEWSWIRE) -- HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Foods” or the “Company”), today announced that it filed a complaint (the “Complaint”) against Maodong Xu, Zhou Min Ni, Fai Lam in his capacity as Trustee of the Irrevocable Trust for Raymond Ni, Weihui Kwok, and Yuanyuan Wu (collectively, the “Xu Group”) in the United States District Court, District of Nevada.

Key Points: 
  • The Complaint details evidence that the Xu Group has engaged in a coordinated, illegal, and undisclosed campaign to take over the Company, starting from October 2022, if not earlier.
  • The Company is deeply concerned he is employing the same tactics and strategy in his illicit efforts at creeping control of HF Foods, to the detriment of the Company and all stakeholders, including our stockholders, employees and partners.
  • Stockholders should rest assured that HF Foods intends to remain vigilant and will continue to take steps to protect all of its stakeholders, including its employees, partners, and stockholders.
  • The complaint is filed in the United States District Court, District of Nevada, under case number 2:23-cv-00748.

Renesas Announces Acquisition of and Tender Offer for Own Shares

Retrieved on: 
Wednesday, April 27, 2022
Technology, Hardware, Semiconductor, Tender offer, Board, Williams Act, Treasury, Companies Act, Mini-tender offer, Tokyo Stock Exchange, Tender, INCJ, Intention, Cabinet, Board of directors, EPS, Sale, Ministry, Review, Financial instrument, Contract, Director, Method, Articles of incorporation, Paragraph, ROE, Policy, Acquisition, Time, Cryptocurrency, Security (finance), Auction, Health insurance, Life insurance, Bank, Renesas Electronics

Renesas also determined that, by acquiring its own shares in accordance with the statutory procedures for tender offers, a tender offer would also ensure the transparency of the transaction.

Key Points: 
  • Renesas also determined that, by acquiring its own shares in accordance with the statutory procedures for tender offers, a tender offer would also ensure the transparency of the transaction.
  • As stated below, Renesas believes that, when calculating the purchase price per share in the Tender Offer (the "Tender Offer Price"), priority should be given to the market value of the shares of Renesas common stock.
  • In addition, on April 27, 2022, Renesas entered into a tender agreement with INCJ (the Tender Agreement) in which INCJ agreed to tender 168,067,175 shares (ownership ratio: 8.65%; the INCJ Tendered Shares), a part of the shares of Renesas common stock owned by INCJ, through the Tender Offer.
  • issued by Renesas is commenced by the end of the Tender Offer Period by a third party other than Renesas (the "Competitive Tender Offer"), and if, with respect to all or part of INCJ Tendered Shares, INCJs non-tendering of shares in the Competitive Tender Offer and non-termination of the contracts relating to the Tender Offer constitutes, or is objectively and reasonably determined to constitute, a breach of the duty of due care of a good manager as a director of INCJ, INCJ shall be entitled to terminate the contracts relating to the Tender Offer and tender all or part of the INCJ Tendered Shares in the Competitive Tender Offer on the condition that INCJ pays a penalty to Renesas.

VPGTP, Inc. Announces Commencement of a Tender Offer for All Outstanding Shares of Velocity Portfolio Group, Inc.

Retrieved on: 
Wednesday, April 28, 2021
Corporate finance, Financial economics, Finance, Corporations, Tender offer, Stock, Williams Act

If the tender offer is fully subscribed and completed, and the Rollover Shares are contributed to Offeror, Offeror would own between 90% and 100% of the total Common Stock.

Key Points: 
  • If the tender offer is fully subscribed and completed, and the Rollover Shares are contributed to Offeror, Offeror would own between 90% and 100% of the total Common Stock.
  • Continental Stock Transfer & Trust Company is acting as depositary and paying agent in the tender offer.
  • Velocity stockholders should read the tender offer documents carefully when they are available because they will contain important information that shareholders should consider before deciding whether to tender their shares.
  • Copies of these documents will also be available for free from the information agent identified in the offer to purchase.\n'

American Industrial Partners Announces Extension of Seacor Holdings Inc. Tender Offer

Retrieved on: 
Monday, March 8, 2021
Banking, Professional services, Finance, Corporate finance, SEC filings, Stock market, Tender offer, Schedule TO, Security, Williams Act

The amount tendered includes approximately 3,931 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.

Key Points: 
  • The amount tendered includes approximately 3,931 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.
  • Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the tender offer.
  • The tender offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the Tender Offer Statement) filed by Purchaser and its affiliates with the United States Securities and Exchange Commission on December 18, 2020, as amended.
  • American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets.

American Industrial Partners Announces Extension Of SEACOR Holdings Inc. Tender Offer

Retrieved on: 
Monday, March 1, 2021
Banking, Professional services, Finance, Corporate finance, SEC filings, Stock market, Tender offer, Schedule TO, Security, Williams Act

The amount tendered includes approximately 19,830 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.

Key Points: 
  • The amount tendered includes approximately 19,830 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.
  • Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the tender offer.
  • The tender offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the Tender Offer Statement) filed by Purchaser and its affiliates with the United States Securities and Exchange Commission on December 18, 2020, as amended.
  • American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets.

NexPoint Capital, Inc. Announces Tender Offer for Common Stock

Retrieved on: 
Wednesday, February 24, 2021
Corporate finance, SEC filings, Tender offer, Schedule TO, Tender, Williams Act

The Company has filed with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, a related letter of transmittal, and other related documents (the Tender Offer Documents).

Key Points: 
  • The Company has filed with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, a related letter of transmittal, and other related documents (the Tender Offer Documents).
  • Shareholders of the Company may obtain additional copies of the Tender Offer Documents for the Company, without charge, by contacting the Tender Agent for the Tender Offer, DST Systems, Inc., at 1-844-485-9167.
  • NexPoint Capital, Inc. is a non-traded, publicly registered business development company sponsored and managed by NexPoint Advisors, L.P.
    NexPoint Advisors, L.P. (NexPoint Advisors) is an SEC-registered adviser on the NexPoint alternative investment platform (NexPoint).
  • Neither the Company, nor the Companys Board of Directors, nor NexPoint Advisors makes any recommendation as to whether to tender or not to tender any Shares in the Tender Offer.

American Industrial Partners Announces Extension of SEACOR Holdings Inc. Tender Offer

Retrieved on: 
Monday, February 22, 2021
Banking, Professional services, Finance, Corporate finance, SEC filings, Stock market, Tender offer, Schedule TO, Security, Williams Act

The amount tendered includes approximately 34,744 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.

Key Points: 
  • The amount tendered includes approximately 34,744 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.
  • Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the tender offer.
  • The tender offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the Tender Offer Statement) filed by Purchaser and its affiliates with the United States Securities and Exchange Commission on December 18, 2020, as amended.
  • American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets.