Superior (proposed U.S. state)

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

Retrieved on: 
Monday, November 13, 2023
Software, Other Communications, Finance, Public Relations, Investor Relations, Communications, Professional Services, Technology, Fintech, Rolling, Acquisition, Indian stock exchange, Toronto Stock Exchange, Stikeman Elliott, Related, Arrangement, Special, Judgement, Growth, TSX, Model Business Corporation Act, Superior (proposed U.S. state), Gibson Dunn, Disclosure, Minority, Organization, Independent, Q4, Financial assistance (share purchase), Inc., Dorsey & Whitney, Partnership, National instrument, Telephone, The Arrangement, LLP, Immediate, Stifel, Committee, Fairness opinion, Multilateral, Security (finance), Management, Cryptocurrency, Property management, Audit, Lease, Shareholder, Mount Meru, Court

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”).

Nothing New: 3D Systems Announcement Only Repeats Already Rejected Inadequate Offer

Retrieved on: 
Thursday, September 14, 2023
Engineering, Chemicals, Plastics, Other Manufacturing, Manufacturing, Desktop Metal, Wachtell, Lipton, Rosen & Katz, DM, 3D, Superior (proposed U.S. state), Mass meeting, Meeting, Acquisition, 3D Systems, NYSE, 3D printing, Security (finance), Holding company, Stratasys

The proposal referenced in 3D Systems’ press release on September 13 did not revise the terms, or change any substantial details, of the revised proposal made by 3D Systems on September 6.

Key Points: 
  • The proposal referenced in 3D Systems’ press release on September 13 did not revise the terms, or change any substantial details, of the revised proposal made by 3D Systems on September 6.
  • The merger agreement filed by 3D Systems on September 13 is in substantially the same form as it shared with the Stratasys Board on September 6, as 3D Systems itself admits.
  • The Stratasys Board’s response to 3D Systems’ September 6 revised proposal remains unchanged.
  • As previously disclosed, Stratasys communicated its concerns regarding 3D Systems’ July 13 proposal on August 22, including based on the findings of its extensive due diligence review.

Sculptor Capital Management Special Committee Issues Statement Regarding Receipt of Unsolicited, Insufficiently Funded Proposal

Retrieved on: 
Monday, August 21, 2023
Asset Management, Professional Services, Finance, Cheyne Capital Management, Committee, SCU, Philippine House Special Committee on Flagship Programs and Projects, Superior (proposed U.S. state), NYSE, Latham & Watkins, Weil, Gotshal & Manges, PJT Partners

This bidder has not demonstrated adequate committed funding for any of its bids.

Key Points: 
  • This bidder has not demonstrated adequate committed funding for any of its bids.
  • Accordingly, in light of the foregoing and other issues with the proposal, the Special Committee has not determined that the bid is, or is reasonably expected to lead to, a Superior Proposal (as defined in the Company’s merger agreement with Rithm).
  • PJT Partners and Latham & Watkins LLP are serving as advisors to Sculptor’s Special Committee.
  • J.P. Morgan Securities LLC and Weil, Gotshal & Manges LLP are serving as advisors to Sculptor.

IOU Financial Inc. Files Management Information Circular for Special Shareholders' Meeting

Retrieved on: 
Wednesday, August 16, 2023
TSX Venture Exchange, Failure, Telephone, Superior court, Industrial Marketing and Purchasing Group, Fintech, Fairness opinion, Holiday, Court, Canadian House of Commons Special Committee on Electoral Reform, Minority, Face, Financial assistance (share purchase), Superior (proposed U.S. state), Meeting, The Meeting, Status Quo, Option, TSX, Knowledge, Proxy, Uncertainty, D&O, Model Business Corporation Act, Committee, Safeguard, Irrevocable fee protection agreement, Workforce, Private, Privatization, Kaseya VSA ransomware attack, Arrangement, IOU, LLLP, Continuity of operations, Termination fee, Dynamex Operations West, Inc. v. Superior Court, Alan Lancaster, The Sundays, Consideration, Neuberger Berman, Security (finance), Management, Shareholder, Circular, Share (finance)

In that event, the Company is nevertheless required to hold the Meeting and cause the Arrangement to be voted on at the Meeting.

Key Points: 
  • In that event, the Company is nevertheless required to hold the Meeting and cause the Arrangement to be voted on at the Meeting.
  • Additional information related to the benefits and related risks of the Arrangement are contained in the Circular.
  • The Circular is being mailed to Shareholders in compliance with applicable Canadian securities laws and the interim order issued by the Court.
  • The Circular is available on IOU's profile on SEDAR+ at www.sedarplus.ca and on IOU's website at www.ioufinancial.com .

Stratasys Comments on Press Release Issued by 3D Systems

Retrieved on: 
Friday, July 28, 2023
Machine Tools, Metalworking & Metallurgy, Chemicals, Plastics, Technology, Manufacturing, Software, Other Manufacturing, Hardware, Wachtell, Lipton, Rosen & Katz, System, 3D, Superior (proposed U.S. state), Desktop Metal, Thought, 3D Systems, NYSE, 3D printing, Stratasys

Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today issued the following statement in response to a press release issued by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) yesterday evening.

Key Points: 
  • Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today issued the following statement in response to a press release issued by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) yesterday evening.
  • Contrary to 3D Systems’ statements in its press release as to the exchange of due diligence materials and multiple meetings between the parties, Stratasys has moved expeditiously to provide data requested by 3D Systems for review, as well as having already conducted management meetings.
  • Despite the implication in 3D Systems’ press release that they have engaged cooperatively, we are still waiting for all this information from 3D Systems.
  • In that regard, Stratasys and its Board of Directors expect that 3D Systems will engage constructively with Stratasys as part of the Stratasys Board’s efforts to maximize value for all Stratasys shareholders.

IOU Receives Unsolicited Proposal

Retrieved on: 
Thursday, July 27, 2023
Attempted purchase of Time Warner Cable by Comcast, Arrangement, Superior (proposed U.S. state), IOU, Gambler (board game), The Company, Security (finance)

MONTREAL, July 26, 2023 /PRNewswire/ - IOU Financial Inc. ("IOU" or the "Company") (TSXV: IOU) confirms that it has received a non-binding, indicative unsolicited proposal (the "NMEF Proposal") from North Mill Equipment Finance LLC ("NMEF") to acquire all of the outstanding common shares of IOU ("Shares") at a price of C$0.28 in cash for each Share and takes note of the press release issued by NMEF on July 25, 2023 regarding the NMEF Proposal.

Key Points: 
  • MONTREAL, July 26, 2023 /PRNewswire/ - IOU Financial Inc. ("IOU" or the "Company") (TSXV: IOU) confirms that it has received a non-binding, indicative unsolicited proposal (the "NMEF Proposal") from North Mill Equipment Finance LLC ("NMEF") to acquire all of the outstanding common shares of IOU ("Shares") at a price of C$0.28 in cash for each Share and takes note of the press release issued by NMEF on July 25, 2023 regarding the NMEF Proposal.
  • The NMEF Proposal and subsequent announcement are merely an invitation for the Company to negotiate an arrangement agreement with NMEF.
  • The NMEF Proposal is not a formal offer to IOU shareholders, and there is no assurance that NMEF will make a formal offer to any IOU shareholders.
  • The Board has not changed its unanimous approval and recommendation that IOU shareholders vote in favor of the plan of arrangement (the "Arrangement") contemplated by the Arrangement Agreement and, until such time as the Board makes its determination regarding whether the NMEF Proposal constitutes a "Superior Proposal", IOU will continue with the process set forth in the Arrangement Agreement, including holding a special meeting of IOU shareholders called for September 12, 2023 for the purpose of considering and voting on the Arrangement.

Stratasys Intends to Engage in Discussions with 3D Systems to Determine Whether 3D Systems Would Ultimately Make a “Superior Proposal”

Retrieved on: 
Monday, July 17, 2023
Software, Technology, Other Technology, Slate, NOT, Wachtell, Lipton, Rosen & Katz, 3D, Superior (proposed U.S. state), Desktop Metal, 3D Systems, NYSE, 3D printing, Objection, Stratasys

To determine whether 3D Systems would ultimately make a “Superior Proposal”, Stratasys must first conduct proper due diligence on 3D Systems’ business and prospects.

Key Points: 
  • To determine whether 3D Systems would ultimately make a “Superior Proposal”, Stratasys must first conduct proper due diligence on 3D Systems’ business and prospects.
  • This includes examining 3D Systems’ forecast of $100 million of synergies and 3D Systems’ revenue growth and profitability.
  • In addition, Stratasys also intends to negotiate terms with 3D Systems, subject to the requirements of the Desktop Metal merger agreement.
  • J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.

Stratasys to Engage in Discussions with 3D Systems

Retrieved on: 
Monday, July 17, 2023
Other Manufacturing, Technology, Engineering, Manufacturing, Software, Machinery, Machine Tools, Metalworking & Metallurgy, Hardware, Electronic Design Automation, Desktop Metal, Wachtell, Lipton, Rosen & Katz, DM, 3D, Superior (proposed U.S. state), 3D Systems, NYSE, 3D printing, Stratasys

Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”), a leader in polymer 3D printing solutions, today announced that its Board of Directors, after consultation with its financial advisor and outside legal counsel, has unanimously determined that the July 13, 2023 revised unsolicited proposal by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys would reasonably be expected to result in a “Superior Proposal” as defined in Stratasys’ merger agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”).

Key Points: 
  • Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”), a leader in polymer 3D printing solutions, today announced that its Board of Directors, after consultation with its financial advisor and outside legal counsel, has unanimously determined that the July 13, 2023 revised unsolicited proposal by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys would reasonably be expected to result in a “Superior Proposal” as defined in Stratasys’ merger agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”).
  • Stratasys intends to engage in discussions with 3D Systems with respect to 3D Systems’ July 13, 2023 revised proposal, subject to the requirements of the Desktop Metal merger agreement.
  • As previously announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which Desktop Metal agreed to combine with Stratasys in an all-stock transaction.
  • Stratasys notes that there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction.

DraftKings Submits Superior Proposal to Acquire PointsBet’s U.S. Business

Retrieved on: 
Friday, June 16, 2023
DKNG, Rationalization, Non-executive director, Feed additive, Fanaticism, DraftKings, 2022 Uruguayan Law of Urgent Consideration referendum, BofA Securities, 2022 PointsBet Invitational, Superior (proposed U.S. state), Negotiation, USD, Sale, Oliver Cromwell, IGaming Business, Documentation, Acquisition, Jason Park, Transaction, Superior, Sullivan & Cromwell, Adjustment, Letter, Internal, Cryptocurrency, Management, Security (finance), Commercial property, Sales

DraftKings’ proposal represents a 30% premium to PointsBet’s existing agreement to sell its U.S. business and is subject to the conditions described in the letter.

Key Points: 
  • DraftKings’ proposal represents a 30% premium to PointsBet’s existing agreement to sell its U.S. business and is subject to the conditions described in the letter.
  • Purchase Price and Consideration: We are offering to acquire the US Business for USD $195 million in cash, on a debt-free and cash-free basis.
  • Our Indicative Offer represents a 30% premium to Fanatics’ proposal of USD $150 million under the Existing Agreement.
  • DraftKings is uniquely positioned to submit this Superior Proposal due to the substantial synergies that we expect to be able to capture by combining your US Business with our scaled position in the United States.

Edenbrook Capital Sends Follow-Up Letter to Absolute Software Board

Retrieved on: 
Tuesday, June 6, 2023
Pressure, Letter, NetMotion Software, Absolute Software Corporation, Bank statement, Credit agreements in South Africa, Debt, Perception, Committee, Disclosure, Perella Weinberg Partners, Dissent, Arrangement, Superior (proposed U.S. state), Negotiation, Lawyer, Sale, Circular, EBITDA, BSP, Proposed acquisition of Activision Blizzard by Microsoft, Acquisition, Memorial, ARR, Reading, SEDAR, Security (finance), Canadian House of Commons Special Committee on Electoral Reform, Crosspointe, Virginia, Relaxation, Credit, Environment, News, YES, Bank, Risk management, Auction, Absolute, Crosspoint

Further, the Circular describes two amendments to the Credit Agreement, on March 30 and May 8, that raise troubling questions.

Key Points: 
  • Further, the Circular describes two amendments to the Credit Agreement, on March 30 and May 8, that raise troubling questions.
  • With our target to attain a net debt to adjusted EBITDA ratio that's below 2 times in a two-year timeframe.
  • As we've discussed, we're targeting a net debt to adjusted EBITDA ratio below 2 times in a two-year timeframe."
  • The issues laid out in this letter and the May 18 Letter detail numerous flaws with the price and process related to the Proposed Acquisition.