Tripura Merger Agreement

HF Sinclair Corporation Stockholders and Holly Energy Partners, L.P. Unitholders Approve Merger Transaction

Retrieved on: 
Tuesday, November 28, 2023
Finance, Oil, Gas, Energy, Professional Services, Other Energy, Tripura Merger Agreement, NYSE, HEP, DINO, Agreement, HF Sinclair, L.L.C, Plan, HF, Holding company, Security (finance), Mergers and acquisitions

HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (“HEP”) (NYSE: HEP) announced that at a special meeting of HEP unitholders (the “HEP Special Meeting”) and a special meeting of HF Sinclair stockholders (the “HF Sinclair Special Meeting”), each held today, (i) HEP unitholders voted to approve the previously announced Agreement and Plan of Merger (as the same may be amended or supplemented from time to time, the “Merger Agreement”), dated as of August 15, 2023, by and among HF Sinclair, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC (“Merger Sub”), HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C.

Key Points: 
  • HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (“HEP”) (NYSE: HEP) announced that at a special meeting of HEP unitholders (the “HEP Special Meeting”) and a special meeting of HF Sinclair stockholders (the “HF Sinclair Special Meeting”), each held today, (i) HEP unitholders voted to approve the previously announced Agreement and Plan of Merger (as the same may be amended or supplemented from time to time, the “Merger Agreement”), dated as of August 15, 2023, by and among HF Sinclair, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC (“Merger Sub”), HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C.
  • and HEP, and the transactions contemplated thereby, including the merger of Merger Sub with and into HEP, with HEP surviving as an indirect wholly owned subsidiary of HF Sinclair (the “Merger”), at the HEP Special Meeting and (ii) HF Sinclair stockholders voted to approve the issuance of shares of common stock, par value $0.01 per share, of HF Sinclair (the “Stock Issuance”) pursuant to the Merger Agreement at the HF Sinclair Special Meeting.
  • At the HEP Special Meeting, over 84% of the outstanding HEP common units voted to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.
  • At the HF Sinclair Special Meeting, over 99% of the votes cast by the HF Sinclair stockholders entitled to vote at the HF Sinclair Special Meeting voted to approve the Stock Issuance.

AG Mortgage Investment Trust, Inc. Announces Second Interim Fourth Quarter Common Dividend of $0.05 Per Share

Retrieved on: 
Monday, November 20, 2023
Commercial Building & Real Estate, Construction & Property, Insurance, Finance, Consulting, Banking, Professional Services, REIT, Tripura Merger Agreement, Sub, NYSE, Security (finance), Agreement, AG, MITT, Plan, WMC, Holding company, Mergers and acquisitions

AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.05 per common share in light of the adjournment of the special meeting of Western Asset Mortgage Capital Corporation (“WMC”) stockholders until December 5, 2023.

Key Points: 
  • AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.05 per common share in light of the adjournment of the special meeting of Western Asset Mortgage Capital Corporation (“WMC”) stockholders until December 5, 2023.
  • MITT expects to declare its remaining fourth quarter dividend in the ordinary course in December 2023.
  • MITT previously declared an interim fourth quarter dividend in the amount of $0.08 to stockholders of record as of November 3, 2023, which was paid on November 8, 2023.
  • This second interim fourth quarter dividend payment covers the period following the payment of the first interim fourth quarter dividend through the day prior to December 6, 2023, the expected closing date of the Merger.

Western Asset Mortgage Capital Corporation Announces Second Interim Fourth Quarter Common Dividend of $0.10 Per Share

Retrieved on: 
Monday, November 20, 2023
Professional Services, Residential Building & Real Estate, Commercial Building & Real Estate, Finance, Construction & Property, REIT, Tripura Merger Agreement, Sub, NYSE, Security (finance), Agreement, AG, MITT, Plan, WMC, Holding company, Mergers and acquisitions

Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.10 per common share in light of the adjournment of the special meeting of WMC stockholders until December 5, 2023.

Key Points: 
  • Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.10 per common share in light of the adjournment of the special meeting of WMC stockholders until December 5, 2023.
  • The dividend is payable on December 5, 2023 to stockholders of record as of November 30, 2023.
  • WMC previously declared an interim fourth quarter dividend in the amount of $0.14 to stockholders of record as of November 3, 2023, which was paid on November 8, 2023.
  • This second interim fourth quarter dividend payment covers the period following the payment of the first interim fourth quarter dividend through the day prior to December 6, 2023, the expected closing date of the Merger.

Arco to Provide Supplemental Materials for Extraordinary General Meeting of Shareholders

Retrieved on: 
Thursday, November 16, 2023
Primary, Secondary, Education, Technology, Software, Other Education, Training, Tripura Merger Agreement, EGM, Sub, SP, Proxy, CITES, Proxy statement, Person, Cayman Islands, Plan, Registrar, AND, Schedule, Auction, Security (finance), Mergers and acquisitions, Exhibit

The Company began mailing the notice and proxy statement relating to the EGM (collectively, the “Proxy Statement”) on or about November 10, 2023.

Key Points: 
  • The Company began mailing the notice and proxy statement relating to the EGM (collectively, the “Proxy Statement”) on or about November 10, 2023.
  • 2 at the EGM, was inadvertently omitted from the Proxy Statement as mailed to the Company’s shareholders.
  • The Surviving Company Amended and Restated Memorandum and Articles of Association can be accessed in Arco’s website ( https://investor.arcoplatform.com/financials/others/ ) or by clicking here .
  • 2, or concerning any other matter related to the EGM, should contact the Company’s Investor Relations Department at [email protected] .

JetBlue Announces Record and Payment Dates for November 2023 Additional Prepayment to Spirit Stockholders

Retrieved on: 
Tuesday, November 14, 2023
Transportation, Air, Transport, Travel, Tripura Merger Agreement, JBLU, Plan, JetBlue, NYSE, Agreement, Airline, Spirit

As previously announced, in connection with the Agreement and Plan of Merger, dated as of July 28, 2022 (the “Merger Agreement”), by and among JetBlue Airways Corporation (“JetBlue”) (NASDAQ: JBLU), Sundown Acquisition Corp., and Spirit Airlines, Inc. (“Spirit”) (NYSE: SAVE), JetBlue has set November 24, 2023, as the record date for the November 2023 prepayment to Spirit stockholders of $0.10 per Spirit share (the “November 2023 Additional Prepayment”), with payment of the November 2023 Additional Prepayment to occur on November 30, 2023.

Key Points: 
  • As previously announced, in connection with the Agreement and Plan of Merger, dated as of July 28, 2022 (the “Merger Agreement”), by and among JetBlue Airways Corporation (“JetBlue”) (NASDAQ: JBLU), Sundown Acquisition Corp., and Spirit Airlines, Inc. (“Spirit”) (NYSE: SAVE), JetBlue has set November 24, 2023, as the record date for the November 2023 prepayment to Spirit stockholders of $0.10 per Spirit share (the “November 2023 Additional Prepayment”), with payment of the November 2023 Additional Prepayment to occur on November 30, 2023.
  • Pursuant to the Merger Agreement, Spirit stockholders as of the November 24, 2023, record date will be entitled to receive the November 2023 Additional Prepayment.

Forward Air Corporation Files Answer and Counterclaim Against Omni

Retrieved on: 
Monday, November 13, 2023
Other Transport, Trucking, Logistics, Supply Chain Management, Air, Transport, Tripura Merger Agreement, Transaction, Complaint, Annual report, Risk, Ix, Delaware Court of Chancery, Texas Air Corporation, Mergers and acquisitions, Xi, Delaware Court, Vii, Forward

Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today announced that it has filed under seal an answer and counterclaim against Omni Newco LLC (“Omni”) in the Delaware Court of Chancery relating to the transactions contemplated by the Merger Agreement, dated August 10, 2023, entered into by Forward, Omni and certain other parties.

Key Points: 
  • Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today announced that it has filed under seal an answer and counterclaim against Omni Newco LLC (“Omni”) in the Delaware Court of Chancery relating to the transactions contemplated by the Merger Agreement, dated August 10, 2023, entered into by Forward, Omni and certain other parties.
  • On Friday, November 10, 2023, Forward filed its response to the complaint and a counterclaim for declaratory relief.
  • Forward intends to file a public version of its answer and counterclaim by November 17, 2023.
  • Forward believes that Omni has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement.

AERKOMM plans to switch listing to major US stock exchange via US listed SPAC - LOI signed

Retrieved on: 
Tuesday, December 5, 2023
Sale, Tripura Merger Agreement, Glass, Letter of intent, Acquisition, AKOM, Form, Content delivery network, Silicon, Private sector, Ecosystem, FPGA, System on a chip, Advertising, CDN, SOC, Prospectus, Box, Euronext, Software, Communication, Modem, Aviation, Growth, Mergers and acquisitions, Satellite navigation device, Video game, Security (finance), Commercial property, Cube

Business combination would result in major satellite communication solutions provider being listed on a major US stock market exchange.

Key Points: 
  • Business combination would result in major satellite communication solutions provider being listed on a major US stock market exchange.
  • The result will be AERKOMM switching its listing to the major US stock market exchange where the SPAC trades today.
  • This press release relates to a proposed transaction, a business combination between AERKOMM and a SPAC listed on a major US stock market exchange.
  • The SPAC or its successor public entity also will file other documents regarding the proposed transaction with the SEC.

KONTRON AND BSQUARE URGE SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE

Retrieved on: 
Thursday, November 30, 2023
Offer, DLA Piper, Tripura Merger Agreement, Agreement, BSQR, Plan, Barnes & Thornburg, Real estate, Bsquare, Kontron, Mergers and acquisitions

While the tender deadline is the end of the day on December 6, 2023, many retail brokers have an earlier deadline for shareholders to instruct the broker to tender their Shares.

Key Points: 
  • While the tender deadline is the end of the day on December 6, 2023, many retail brokers have an earlier deadline for shareholders to instruct the broker to tender their Shares.
  • For your broker to have time to tender Shares on your behalf, it may have internal deadlines as soon as this Friday, December 1, 2023.
  • Please contact your broker to understand and complete its required process for tendering your Shares as soon as possible.
  • Bsquare reminds you that its Board of Directors has recommend that Bsquare shareholders accept the Offer and tender their Shares in the Offer.

Lotus Technology Secures Additional Financing Ahead of the Completion of Its Planned Business Combination with L Catterton Asia Acquisition Corp

Retrieved on: 
Tuesday, November 28, 2023
Tripura Merger Agreement, Acquisition, PIPE, LCAA, ADS, Documentation, American depositary receipt, L Catterton, Growth, Plan, Airline

The agreements have been entered into ahead of the anticipated completion of Lotus Tech's planned business combination with L Catterton Asia Acquisition Corp ("LCAA") (NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of L Catterton, a leading global consumer-focused investment firm.

Key Points: 
  • The agreements have been entered into ahead of the anticipated completion of Lotus Tech's planned business combination with L Catterton Asia Acquisition Corp ("LCAA") (NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of L Catterton, a leading global consumer-focused investment firm.
  • The Company most recently received approximately US$750 million of new financing commitments, subject to closing conditions stated in the relevant definitive investment documentation.
  • These new financing commitments add to approximately US$120 million of financing commitments Lotus Tech previously announced on April 28, 2023.
  • Upon completion of the transactions contemplated by the Merger Agreement, Lotus Tech will become a Nasdaq-listed public company.

iClick Interactive Asia Group Limited Enters into a Definitive Merger Agreement for Going-Private Transaction

Retrieved on: 
Friday, November 24, 2023
New Age, ADS, Marketing, Tripura Merger Agreement, Companies Act, Filter (signal processing), Harney Westwood & Riegels, Letter, Schedule, Ropes & Gray, Consortium, Proxy, Form 6-K, TSH, Class A share, Committee, The Company, AND, Support, Holding company, Security (finance), Cayman Islands, Limited, Mergers and acquisitions, Parent, Share (finance)

The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger, and unanimously resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger.

Key Points: 
  • The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger, and unanimously resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger.
  • The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors.
  • The Rollover Shareholders have agreed to vote all of the Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Merger pursuant to the Support Agreement.
  • In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3").