Tripura Merger Agreement

KONTRON AND BSQUARE ANNOUNCE EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF BSQUARE

Retrieved on: 
Wednesday, November 22, 2023

Except for the extension of the Offer, all other terms and conditions of the Offer remain unchanged.

Key Points: 
  • Except for the extension of the Offer, all other terms and conditions of the Offer remain unchanged.
  • Holders that have previously tendered their Shares do not need to re-tender their Shares or take any other action in response to this extension of the Offer.
  • The Offer is being extended in order to allow additional time for shareholders of Bsquare to tender their Shares and for Shares tendered by notice of guaranteed delivery to be received to meet this minimum tender condition.
  • The parties do not expect to require additional time for the fulfillment of any other conditions of the Offer.

CorpAcq and Churchill Capital Corp VII Announce Filing of Registration Statement on Form F-4 in Connection with Proposed Business Combination and CorpAcq's First Half 2023 Results

Retrieved on: 
Friday, November 17, 2023

The Registration Statement contains a proxy statement/prospectus in connection with the definitive agreement entered into between Churchill VII, CorpAcq and CorpAcq Group with respect to the proposed business combination (the "Merger Agreement", and the transactions contemplated thereby, the "Transactions").

Key Points: 
  • The Registration Statement contains a proxy statement/prospectus in connection with the definitive agreement entered into between Churchill VII, CorpAcq and CorpAcq Group with respect to the proposed business combination (the "Merger Agreement", and the transactions contemplated thereby, the "Transactions").
  • While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about CorpAcq, CorpAcq Group, Churchill VII and the Transactions.
  • As announced on August 1, 2023, CorpAcq intends to go public through a business combination with Churchill VII.
  • Further information on CorpAcq's financial performance for the first six months of 2023 is available in the Registration Statement.

Omni Logistics Responds to Forward Air Counterclaim

Retrieved on: 
Monday, November 13, 2023

DALLAS, Nov. 13, 2023 /PRNewswire/ -- Omni Logistics ("Omni"), a technology-driven provider of global multimodal logistics solutions and specialized services, today responded to the press release issued by Forward Air Corporation (NASDAQ: FWRD) ("Forward Air") regarding the companies' previously announced transaction.

Key Points: 
  • Denies Baseless Forward Air Claims; Reiterates Compelling Benefits to Shareholders by Creating the Premier Global Expedited LTL Provider
    DALLAS, Nov. 13, 2023 /PRNewswire/ -- Omni Logistics ("Omni"), a technology-driven provider of global multimodal logistics solutions and specialized services, today responded to the press release issued by Forward Air Corporation (NASDAQ: FWRD) ("Forward Air") regarding the companies' previously announced transaction.
  • Omni has complied with all the required provisions of the Agreement and Plan of Merger between Omni and Forward Air dated August 10, 2023 (the "Merger Agreement").
  • Omni also notes that Forward Air has yet to provide any refutation of the strategic rationale of the planned combination.
  • Omni remains committed to delivering a transformational outcome for Forward Air and its shareholders to maximize the potential of the combined company.

GAN Announces Definitive Agreement to be Acquired by SEGA SAMMY CREATION

Retrieved on: 
Wednesday, November 8, 2023

GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that the Company has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Sega Sammy Creation Inc., (“SSC”), a wholly-owned subsidiary of Sega Sammy Holdings, Inc. (“Sega Sammy”) an international conglomerate operating in the entertainment, gaming and resorts businesses.

Key Points: 
  • GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that the Company has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Sega Sammy Creation Inc., (“SSC”), a wholly-owned subsidiary of Sega Sammy Holdings, Inc. (“Sega Sammy”) an international conglomerate operating in the entertainment, gaming and resorts businesses.
  • Seamus McGill, Chairman and Interim Chief Executive Officer of GAN, commented:
    "After a thoughtful review of value creation opportunities available to us, we are pleased to have reached this agreement with SSC.
  • Sega Sammy has those resources and GAN is a strategic complement to their existing gaming portfolio.
  • SMBC Nikko Securities is acting as Sega Sammy’s sole financial advisor and Greenberg Traurig is acting as Sega Sammy’s legal counsel.

Arco to Hold Extraordinary General Meeting of Shareholders

Retrieved on: 
Tuesday, November 7, 2023

Shareholders of record at the close of business in the Cayman Islands on November 7, 2023 will be entitled to attend and vote at the EGM and any adjournment thereof.

Key Points: 
  • Shareholders of record at the close of business in the Cayman Islands on November 7, 2023 will be entitled to attend and vote at the EGM and any adjournment thereof.
  • INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.
  • The Company and certain of its directors and executive officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect to the proposed Merger.
  • Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in the Schedule 13E-3.

Avantax Reports Third Quarter 2023 Results

Retrieved on: 
Monday, November 6, 2023

(1)   See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below, including the definitions in the notes to such tables.

Key Points: 
  • (1)   See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below, including the definitions in the notes to such tables.
  • Upon the closing of the transactions contemplated by the Merger Agreement, Avantax will operate as a privately-held company.
  • Avantax expects the closing to occur by the end of November 2023.
  • In light of the pending closing pursuant to the Merger Agreement, we will not be hosting a third quarter 2023 earnings conference call or take follow-up questions from the investment community.

Cegeka and CTG Announce Extension of Tender Offer for All Outstanding Shares of CTG

Retrieved on: 
Friday, November 3, 2023

Computershare Trust Company, N.A., the depositary for the Offer, has indicated that as of 5:00 p.m., Eastern Time, on November 2, 2023, approximately 8,653,044 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 56.9021% of the outstanding Shares.

Key Points: 
  • Computershare Trust Company, N.A., the depositary for the Offer, has indicated that as of 5:00 p.m., Eastern Time, on November 2, 2023, approximately 8,653,044 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 56.9021% of the outstanding Shares.
  • Shareholders that have previously tendered their Shares do not need to re-tender their Shares or take any other action in response to this extension.
  • The Offer was extended to allow additional time for the satisfaction of the Regulatory Condition and the other conditions described in the Offer to Purchase.
  • Requests for documents and questions regarding the Offer may be directed to Georgeson by telephone at 1-866-431-2096.

Industrial Tech Acquisitions II, Inc. Announces Termination of Merger Agreement with NEXT Renewable Fuels, Inc. and its Intention to Liquidate

Retrieved on: 
Wednesday, November 1, 2023

As a result, $165,137,380.09 (approximately $10.38 per share) was removed from the Trust Account to pay such holders, and the Company currently has 1,348,887 Public Shares outstanding.

Key Points: 
  • As a result, $165,137,380.09 (approximately $10.38 per share) was removed from the Trust Account to pay such holders, and the Company currently has 1,348,887 Public Shares outstanding.
  • The Merger Agreement was dated as of November 21, 2023, as amended.
  • The Termination and Release Agreement terminates the Merger Agreement on mutually acceptable terms.
  • The Termination and Release Agreement will be described in a Form 8-K to be filed by ITAQ.

Earthstone Energy, Inc. Reports 2023 Third Quarter and Year-to-Date Financial Results

Retrieved on: 
Wednesday, November 1, 2023

THE WOODLANDS, Texas, Oct. 31, 2023 (GLOBE NEWSWIRE) -- Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three and nine months ended September 30, 2023.

Key Points: 
  • THE WOODLANDS, Texas, Oct. 31, 2023 (GLOBE NEWSWIRE) -- Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three and nine months ended September 30, 2023.
  • On October 30, 2023, at the special meeting of stockholders of Earthstone, the stockholders of Earthstone approved the previously disclosed merger agreement with Permian Resources Corporation and the transactions contemplated thereby (the “Merger Agreement”), among other proposals.
  • The parties to the Merger Agreement expect the Mergers to close on or about November 1, 2023, subject to other customary closing conditions.
  • (2) Net income (GAAP) represents the sum of Net Income attributable to Earthstone Energy, Inc., plus the Net income attributable to noncontrolling interest.

BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Consolidated Communications Holdings, Inc. (Nasdaq – CNSL), Pioneer Natural Resources (NYSE – PXD), Summit Materials (NYSE – SUM)

Retrieved on: 
Monday, October 30, 2023

BALA CYNWYD, Pa., Oct. 30, 2023 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations.

Key Points: 
  • BALA CYNWYD, Pa., Oct. 30, 2023 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations.
  • If you own shares and wish to discuss the investigation, contact Jason Brodsky ( [email protected] ) or Marc Ackerman ( [email protected] ) at 855-576-4847.
  • Under the terms of the agreement, Pioneer will be acquired by Exxon Mobil (NYSE – XOM).
  • Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits.