JOINT

Capital One to Acquire Discover

Retrieved on: 
Monday, February 19, 2024
Well, Morgan Stanley, Failure, Investment, Growth, Form, DFS, Webcast, Capital One, Small business, Marketing, Discover Financial, EPS, Community, ATM, PJT Partners, JOINT, Chicago metropolitan area, Capital, Consumer, CRA, Acquisition, Prospectus, Annual report, Risk management, Communication, Risk, Centerview Partners, Bank

MCLEAN, Va. and RIVERWOODS, Ill., Feb. 19, 2024 /PRNewswire/ -- Capital One Financial Corporation (NYSE: COF) and Discover Financial Services (NYSE: DFS) today announced that they have entered into a definitive agreement under which Capital One will acquire Discover in an all-stock transaction valued at $35.3 billion.

Key Points: 
  • At close, Capital One shareholders will own approximately 60% and Discover shareholders will own approximately 40% of the combined company.
  • Capital One and Discover are proven credit card franchises with complementary strategies and a shared focus on the customer.
  • The registration statement will include a joint proxy statement of Capital One and Discover that will also constitute a prospectus of Capital One.
  • Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Capital One or Discover through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Capital One or Discover at:

FG Financial Group, Inc. and FG Group Holdings Inc. Sign Definitive Plan of Merger to form Fundamental Global Inc.

Retrieved on: 
Thursday, January 4, 2024
FGF, Asset management, Beneficial ownership, CFO, JOINT, Form, Merchant bank, PARTIES, FG, FGH, Cayman, Information, Security (finance), BOTH, Communication, Management

Charlotte, NC, Jan. 03, 2024 (GLOBE NEWSWIRE) -- FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (“FG Financial”) and FG Group Holdings Inc. (NYSE American: FGH) (“FG Group Holdings”) today announced that they have signed a definitive plan of merger to combine the companies in an all-stock transaction. Upon completion of the merger, the combined company will be renamed to Fundamental Global Inc. and the common stock and Series A cumulative preferred stock of the combined company will continue to trade on the Nasdaq under the tickers “FGF” and “FGFPP,” respectively.

Key Points: 
  • Combined Company to Benefit from Anticipated Significant Expense Savings, Improved Scale and Capital Efficiency
    Charlotte, NC, Jan. 03, 2024 (GLOBE NEWSWIRE) -- FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (“FG Financial”) and FG Group Holdings Inc. (NYSE American: FGH) (“FG Group Holdings”) today announced that they have signed a definitive plan of merger to combine the companies in an all-stock transaction.
  • Additionally, the plan of merger and transaction were approved by the majority stockholder of FG Financial.
  • FG Group Holdings common stockholders will receive one share of FG Financial common stock for each share of common stock of FG Group Holdings held by such stockholder.
  • The proposed merger described above will be submitted to FG Group Holdings’ stockholders for their consideration and approval via written consent.

BILL ABBOTT, CANDACE CAMERON BURE, AND GREAT AMERICAN MEDIA CELEBRATED REAL HEROES AT THE PREMIERE OF "MY CHRISTMAS HERO"

Retrieved on: 
Thursday, November 16, 2023
Woman, Air force, Great American Media, Great American Family, JBLM, Heart, Kandake, Great American, Partnership, Alabama discography, JOINT, EST, Family, American Family, BASE, CST, Film producer, Joint Army–Navy Assessment Committee, Film industry, United States Army, McChord

JOINT BASE LEWIS-McCHORD, SEATTLE, Nov. 16, 2023 /PRNewswire/ -- Great American Family President and CEO Bill Abbott joined Chief Creative Officer Candace Cameron Bure to host a very special world premiere of My Christmas Hero exclusively for U.S. service men and women and their families yesterday. This special showing was held at Joint Army and Air Force Base Lewis-McChord (JBLM) in Washington state, where the film is set.

Key Points: 
  • "We truly enjoyed the opportunity to salute these real Christmas heroes at the premiere of My Christmas Hero on the joint base," said Bure, who plays Dr. Nicole Ramsey in the movie.
  • The red-carpet screening was held Wednesday, November 15 on the McChord (Air Force) side of JBLM—the base portrayed in My Christmas Hero.
  • To be able to celebrate Christmas and this movie with the everyday heroes who selflessly serve our country was truly special for both Candace and me," said Bill Abbott, President and CEO of Great American Media.
  • My Christmas Hero premieres on Great American Family the day after Thanksgiving, at 8 p.m. EST / 7 p.m. CST Friday, November 24.

CHIPOYS, the fiery snack that's taken the United States by storm, is making its way to Europe in an exciting partnership with Chef Sam

Retrieved on: 
Wednesday, August 9, 2023
Ranch dressing, Garlic, Millennials, Sale, Generation Z, Video, Retail, Love, JOINT, Spice, Atlantic Ocean

Born in Barcelona in 2016, Chef Sam's brand accelerator continues its mission to elevate INSURGENT BRANDS that are already thriving in their home markets.

Key Points: 
  • Born in Barcelona in 2016, Chef Sam's brand accelerator continues its mission to elevate INSURGENT BRANDS that are already thriving in their home markets.
  • Originally from Tijuana, Mexico, Chipoys crafts its products with a bold vision and has already captivated consumers across the United States, Mexico and Australia.
  • Focused on rolled tortilla corn-based snacks, Chipoys delivers an authentic taste of Mexico with a playful and adventurous twist.
  • Mike Berro, CEO of Chipoys, shared his enthusiasm, stating, "We are thrilled to expand our presence in Europe hand in hand with Chef Sam.

Western Asset Mortgage Capital Corporation Board Determines AG Mortgage Investment Trust, Inc. Proposal Is Superior to Terra Property Trust, Inc. Merger Agreement

Retrieved on: 
Friday, July 28, 2023
Residential Building & Real Estate, Commercial Building & Real Estate, Construction & Property, REIT, TPT, Attention, BY, Communication, AS, WHEN, Form 10-K, AND, Sale, Register, Prospectus, Annual report, Superior, ANY, Form, WMC, MITT, NYSE, JOINT, Proxy, Registration statement, Security (finance), Financial adviser

Consistent with its fiduciary duties, the WMC board of directors conducted a thorough and rigorous review of the MITT proposal and the TPT merger agreement before making its determination regarding MITT’s proposal.

Key Points: 
  • Consistent with its fiduciary duties, the WMC board of directors conducted a thorough and rigorous review of the MITT proposal and the TPT merger agreement before making its determination regarding MITT’s proposal.
  • WMC’s merger agreement with TPT remains in full force and effect, and the WMC board has not withdrawn or modified its recommendation regarding the pending transaction with TPT.
  • In accordance with the terms of the merger agreement with TPT, acceptance of a “Parent Superior Proposal” is subject to matching rights of TPT.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed TPT Merger and related matters.

Western Asset Mortgage Capital Corporation to Engage in Discussions With AG Mortgage Investment Trust, Inc.

Retrieved on: 
Tuesday, July 18, 2023
Commercial Building & Real Estate, Construction & Property, Finance, Banking, REIT, Professional Services, Asset Management, Other Construction & Property, Residential Building & Real Estate, TPT, Attention, BY, Communication, AS, WHEN, Form 10-K, AND, Sale, Register, Prospectus, Annual report, Superior, ANY, Form, WMC, MITT, NYSE, JOINT, Proxy, Registration statement, Security (finance)

As a result of the WMC board’s determination, WMC intends to engage in discussions with MITT regarding its proposal, in accordance with the terms of the merger agreement with TPT.

Key Points: 
  • As a result of the WMC board’s determination, WMC intends to engage in discussions with MITT regarding its proposal, in accordance with the terms of the merger agreement with TPT.
  • In accordance with the terms of the merger agreement with TPT, acceptance of a “Parent Superior Proposal” is subject to matching rights of TPT.
  • There can be no assurance that the discussions with MITT will result in a transaction.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed TPT Merger and related matters.

Terra Property Trust and Western Asset Mortgage Capital Corporation Announce Merger to Form Credit-Oriented Real Estate Investment Trust

Retrieved on: 
Wednesday, June 28, 2023
Commercial Building & Real Estate, Construction & Property, Finance, Banking, REIT, Professional Services, Asset Management, Other Construction & Property, Residential Building & Real Estate, Slate, Agreement, TPT, Attention, BY, LLP, Communication, AS, Partnership, Alston & Bird, WHEN, Form 10-K, AND, Medical Properties Trust, Sale, Register, Mergers and acquisitions, Prospectus, Trust, Skadden, Arps, Slate, Meagher & Flom, Annual report, ANY, Form, WMC, Depreciation, Growth, Section 10 of the Canadian Charter of Rights and Freedoms, Exhibit, CRE, NYSE, JOINT, Proxy, Registration statement, Security (finance), Holding company, Financial adviser, Trandolapril

Under the terms of the Agreement, WMC will issue to TPT stockholders newly designated shares of WMC Class B common stock as merger consideration.

Key Points: 
  • Under the terms of the Agreement, WMC will issue to TPT stockholders newly designated shares of WMC Class B common stock as merger consideration.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed merger and related matters.
  • WMC and TPT also expect to file with the SEC other documents regarding the merger.
  • These documents are available free of charge on the SEC’s website and from WMC or TPT, as applicable, using the sources indicated above.

Lam Research Unveils Plans to Advance India's Semiconductor Workforce Development Goals at White House Today

Retrieved on: 
Thursday, June 22, 2023
Workforce, White House, Lam Research, Semiconductor, Education, Intelligence, Government, White, Nanotechnology, LRCX, Plasma, Student, Corporation, FACT, Ecosystem, Data, JOINT, GameChanger, 3D printing, Nursing, Computer data storage

Semiverse Solutions leverage Lam's significant expertise in the areas of software development, simulation and modeling, data systems and advanced analytics.

Key Points: 
  • Semiverse Solutions leverage Lam's significant expertise in the areas of software development, simulation and modeling, data systems and advanced analytics.
  • The organization will focus on delivering breakthrough solutions and services to enable a virtual fabrication environment for the semiconductor industry.
  • Lam has also announced its proposal to put the virtual-physical ecosystem in action to tackle one of the biggest issues in the semiconductor industry today – developing the pipeline of future semiconductor talent.
  • "Lam's Semiverse Solutions portfolio is a gamechanger that provides a foundation to create a virtual semiconductor innovation universe," says Fried.

The Air Force Services Center Debuts New Episodes (16-20) Of Artisan Air Series, Now Streaming

Retrieved on: 
Thursday, June 22, 2023
Air Force Services Center, Defense, Air Force Medical Operations Agency, OTT, Android, IOS, Creativity, BASE, The Airmen of Note, Risk, Air force, Guardian, JOINT, Department of Defence, Music

JOINT BASE SAN ANTONIO, Texas, June 22, 2023 /PRNewswire-PRWeb/ -- The Air Force Services Center releases new episodes of the highly anticipated Artisan Air series, now streaming on AF Live app only.

Key Points: 
  • JOINT BASE SAN ANTONIO, Texas, June 22, 2023 /PRNewswire-PRWeb/ -- The Air Force Services Center releases new episodes of the highly anticipated Artisan Air series, now streaming on AF Live app only.
  • The new series showcases the creativity and depth of talent in both the Air Force and Space Force.
  • "Our Over-The-Top (OTT) media channel, AF Live APP, will feature our Artisan Air series and showcases Airmen's and Guardians' most coveted interests."
  • "Additionally, a special thanks to the Air Force Service Center for trusting us to execute new concepts that highlight our people on a more personalized level."

Amedisys Announces Receipt of Unsolicited Proposal From Optum

Retrieved on: 
Monday, June 5, 2023
Communication, AMED, IR, Superior (proposed U.S. state), Confidentiality, Sale, Prospectus, OPCH, Superior, Health, Form, JOINT, Cryptocurrency, Security (finance), Pharmaceutical industry, Amedisys, Optum

BATON ROUGE, La., June 05, 2023 (GLOBE NEWSWIRE) --  Amedisys, Inc. (“Amedisys” or the “Company”) (NASDAQ: AMED) today announced that on May 26, 2023, the Company received an unsolicited proposal from Optum, a diversified health services company, to acquire all of the outstanding shares of Amedisys’ common stock in an all-cash transaction for $100 per share.

Key Points: 
  • As announced on May 3, 2023, Amedisys entered into a merger agreement with Option Care Health, Inc. (“Option Care Health”) (NASDAQ: OPCH), under which Amedisys and Option Care Health would combine in an all-stock transaction.
  • On May 27, 2023, the Board determined that the unsolicited proposal received from Optum could reasonably be expected to result in an “Amedisys Superior Proposal” as defined in Amedisys’ merger agreement with Option Care Health.
  • As permitted by the terms of Amedisys’ merger agreement with Option Care Health, Amedisys entered into a confidentiality agreement with Optum on May 30, 2023, and is currently engaging in exploratory discussions with Optum with respect to Optum’s proposal.
  • Amedisys remains bound by the terms of the merger agreement with Option Care Health, and Amedisys’ Board has not determined that Optum’s proposal constitutes a Superior Proposal as defined in the merger agreement with Option Care Health.