Arrangement | Jotup

ISS and Glass Lewis Recommend H2O Innovation Shareholders to Vote FOR Plan of Arrangement

Retrieved on:

Monday, November 20, 2023

These statements are included in this press release, the Circular and may be included in other filings or communications from the Corporation.

Key Points:

These statements are included in this press release, the Circular and may be included in other filings or communications from the Corporation.
In preparing its outlook, the Corporation made assumptions that do not consider extraordinary events or circumstances beyond its control.
Moreover, the proposed Arrangement could be modified or the Arrangement Agreement terminated in accordance with its terms.
Several factors, risks or uncertainties could cause the actual results to differ materially from the results discussed in the forward-looking statements.

Q4 Inc. Enters into Definitive Agreement to be Acquired by Sumeru Equity Partners

Retrieved on:

Monday, November 13, 2023

Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.

Key Points:

Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.
Q4 has become a central force in how thousands of public companies communicate and engage with the market.
The Q4 Platform, fueled by innovative technology, data, and insights, empowers our customers to communicate their investment story to the world.
The process and negotiation of the Arrangement with Sumeru were supervised by a committee of independent directors (the “Special Committee”).

BBTV Holdings Receives Final Order Approving Plan of Arrangement

Retrieved on:

Friday, December 15, 2023

Canada Business Corporations Act, Acquisition, BBTV, Incentive, OTCQX, Toronto Stock Exchange, SVS, Supreme court, Hierarchy, HS, Arrangement, Lease purchase contract, Debenture, TSX, News, Security (finance)

VANCOUVER, BC, Dec. 14, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that, on December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.

Key Points:

VANCOUVER, BC, Dec. 14, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that, on December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.
All accrued and unpaid interest owing on the Convertible Debentures will be forgiven, settled and extinguished for no consideration.
Following the acquisition, the Company and the Purchaser will amalgamate to form an amalgamated company with the same name as BBTV.
The Arrangement remains subject to final approval of the TSX, and certain other customary closing conditions.

Inpixon Announces Record Date and Details for Subsidiary Spin-off and its Planned Business Combination with Damon Motors

Retrieved on:

Thursday, December 14, 2023

Aircraft, PALO, Spin, Business analyst, Security (finance), Registration statement, Date, IIOT, Supreme court, Internet of things, Arrangement, Motorcycle, Hand, Register, Business, Life insurance, Distrito Grafiti (TransMilenio)

PALO ALTO, Calif., Dec. 14, 2023 /PRNewswire/ -- Inpixon® (Nasdaq: INPX) today announced that its board of directors has set December 27th, 2023 as the record date ("Record Date") for determining the holders of Inpixon's outstanding capital stock and certain other securities (the "Record Date Securityholders") entitled to the distribution of all the outstanding shares of Grafiti Holding Inc. ("Grafiti") owned by Inpixon (the "Spin-off Shares") in connection with its previously announced spinoff ("Spin-off").

Key Points:

The Spin-off is required to be completed prior to the planned business combination between Grafiti and Damon Motors, Inc. ("Damon"), the maker of the acclaimed HyperSport electric motorcycle ("Business Combination").
Nadir Ali, CEO of Inpixon said, "I'm pleased to report we are making progress with the planned Spin-off and the anticipated business combination of Grafiti with Damon.
Inpixon expects that there will be no public trading market for the shares of Grafiti until or unless the Business Combination is consummated.
Inpixon may elect to change the Record Date for the Spin-off to a later date or to not proceed with the distribution.

Barsele and Gold Line Announce Merger to Create Scandinavian Focused District-Scale Gold Exploration & Development Company

Retrieved on:

Wednesday, December 13, 2023

Consolidating a Prolific Gold District – The Transaction brings together the advanced stage Barsele Project with a district-scale exploration portfolio to consolidate a significant license position in the Gold Line Mineral Belt of Sweden.

Key Points:

Consolidating a Prolific Gold District – The Transaction brings together the advanced stage Barsele Project with a district-scale exploration portfolio to consolidate a significant license position in the Gold Line Mineral Belt of Sweden.
Taj Singh, President and CEO of Gold Line, commented: "We are very pleased to be combining with Barsele.
The Transaction is subject to approval at a special meeting of Gold Line shareholders (the "Gold Line Meeting") and requires an affirmative vote in favour o the Transaction from 66.67% of the votes cast by Gold Line ‎shareholders at the Gold Line Meeting.
An aggregate of 7,996,260 Gold Line Shares, representing approximately 17% of the issued and outstanding Gold Line Shares are subject to these voting support agreements.

Shell agrees to sell partial ownership stake in two U.S.-based renewable energy projects to InfraRed Capital Partners

Retrieved on:

Monday, December 11, 2023

Savyon, Electron, Sale, Senior, Subsidiary, Shell plc, Hydrogen, Shell, IRA, Wind, Inflation, Capital market, Arrangement, Infrared, Renewable energy, Brazos River

HOUSTON, Dec. 11, 2023 /PRNewswire/ -- Shell Wind Energy Inc. and Savion Equity, LLC, subsidiaries of Shell plc (Shell), have agreed to sell partial ownership stake in two U.S.-based renewable energy projects to InfraRed Capital Partners (InfraRed).

Key Points:

HOUSTON, Dec. 11, 2023 /PRNewswire/ -- Shell Wind Energy Inc. and Savion Equity, LLC, subsidiaries of Shell plc (Shell), have agreed to sell partial ownership stake in two U.S.-based renewable energy projects to InfraRed Capital Partners (InfraRed).
Through the current agreement, Shell will retain 100% of power offtake from the Brazos project through Shell Energy North America (US) L.P.
Shell will be the asset manager of Brazos and Madison Fields, and both projects will benefit from Inflation Reduction Act (IRA) tax credits.
In this announcement, "Shell", "Shell Group" and "Group" are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general.

METALLA AND NOVA ANNOUNCE COMPLETION OF ARRANGEMENT

Retrieved on:

Friday, December 1, 2023

Under the terms of the Arrangement, each former shareholder of Nova (a "Nova Shareholder") received 0.36 of a common share of Metalla (each whole share, a "Metalla Share") for each Nova Share held immediately prior to the completion of the Arrangement (the "Consideration").

Key Points:

Under the terms of the Arrangement, each former shareholder of Nova (a "Nova Shareholder") received 0.36 of a common share of Metalla (each whole share, a "Metalla Share") for each Nova Share held immediately prior to the completion of the Arrangement (the "Consideration").
Pursuant to the Arrangement, Nova options became immediately vested, and such Nova options have been exchanged for replacement options exercisable for Metalla Shares at the same conversion ratio applicable to the Nova Shares, and any certificate or option agreement previously evidencing Nova options now evidences (and shall be deemed to evidence) such replacement options.
for those that ceased to be an employee, consultant, ‎officer or director of Nova or Metalla, as the case may be), provided that in no case shall the ‎date of expiry of any replacement option extend beyond the date that is 10 years from ‎the date of grant of the original Nova option.‎
Pursuant to the Arrangement, each restricted share unit of Nova that was outstanding immediately prior to completion of the Arrangement ("Nova RSU") was deemed to be fully vested and settled in Nova Shares, which Nova Shares participated in the Arrangement.
The consideration that a holder of Nova RSUs is entitled to receive under the Arrangement may be subject to tax withholdings in accordance with the Arrangement.

BBTV HOLDINGS PROVIDES UPDATE AND SUPPLEMENTAL DISCLOSURE FOR SPECIAL MEETINGS

Retrieved on:

Thursday, November 23, 2023

Canada Business Corporations Act, Disclosure, Rolling, Minority, Employment, Arrangement, Circular, Committee, Financial assistance (share purchase), TSX, News, Model Business Corporation Act, Security (finance), BBTV

BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.

Key Points:

BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.
Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
Since issuing the Circular, BBTV has determined to extend the voting exclusion beyond that required by MI 61-101.
Moreover, BBTV hereby provides additional information regarding the Special Committee's determination to allow the Rolling Shareholders to roll their interest in BBTV.

EQS-News: Aareal Bank arranges refinancing of European portfolio for The Social Hub

Retrieved on:

Thursday, December 14, 2023

The Social Hub, Security, Growth, White & Case, Plain Green Loans, Social, Arrangement, Henri de Pardieu, Student, Student's Hotel, CBRE, TSH, White, Pinsent Masons, Travel, Work, Aareal Bank, Rabobank, Tourism

Wiesbaden, 27 November 2023 – Aareal Bank announces the successful closing of a € 566 million refinancing facility with The Social Hub (TSH), together with two participating lenders, one of which being Rabobank.

Key Points:

Wiesbaden, 27 November 2023 – Aareal Bank announces the successful closing of a € 566 million refinancing facility with The Social Hub (TSH), together with two participating lenders, one of which being Rabobank.
Operated under TSH’s hybrid hospitality concept offering co-working, events, hotel, extended-stay rooms and student accommodation, the cross-border portfolio comprises 13 properties across the Netherlands, Spain, France and the UK.
Aareal Bank acted as the Arranger, Agent, and Security Agent of the senior loan, which is classified by Aareal as a Green Loan under its own Green Finance Framework.
“We are delighted to establish this relationship with such a unique hospitality brand and operator as TSH,” comments Michelle Weiss, Head of Hotel Properties at Aareal Bank.

Complaint Filed Against ElectraMeccanica in Connection With Termination of Arrangement

Retrieved on:

Tuesday, November 7, 2023

Professional Services, Automotive, Automotive Manufacturing, General Automotive, EV, Electric Vehicles, Legal, Manufacturing, Arrangement, Defamation, Holding company, Model Business Corporation Act, Complaint, District court, Interim, Punitive damages

ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, today announced that Tevva Motors Limited (“Tevva”) filed a complaint (the “Complaint”) in the United States District Court for the District of Arizona on November 3, 2023 against ElectraMeccanica, 1432952 B.C.

Key Points:

ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, today announced that Tevva Motors Limited (“Tevva”) filed a complaint (the “Complaint”) in the United States District Court for the District of Arizona on November 3, 2023 against ElectraMeccanica, 1432952 B.C.
As previously announced, on October 4, 2023, ElectraMeccanica notified Tevva of the termination of that certain arrangement agreement (the “Arrangement Agreement”) dated August 14, 2023, by and among ElectraMeccanica, Tevva, Holdco and Parentco, pursuant to which ElectraMeccanica and Tevva were to combine by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
The Complaint alleges breach of contract, defamation and tortious interference by the defendants, as applicable, in connection with the Arrangement Agreement and the transactions contemplated therein.
Additionally, the Complaint seeks preliminary and permanent injunctive relief (i) preliminarily prohibiting ElectraMeccanica from completing a merger with any other merger partner pending resolution of the Complaint; (ii) preventing ElectraMeccanica from dissipating its cash reserves through dividend or otherwise; (iii) requiring ElectraMeccanica to complete the Arrangement with Tevva; and (iv) otherwise requiring effectuation of the Arrangement.