Cost-exchange ratio

Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM

Retrieved on: 
Tuesday, December 12, 2023
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ENGLEWOOD, Colo. and NEW YORK, Dec. 12, 2023 /PRNewswire/ -- Liberty Media Corporation ("Liberty Media" or "Liberty") (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (NASDAQ: SIRI) ("SiriusXM" or the "Company"), the leading audio entertainment company in North America, today announced that they have entered into definitive agreements whereby Liberty Media's Liberty SiriusXM tracking stock group (NASDAQ: LSXMA, LSXMB and LSXMK) (collectively "LSXM"), will be combined with SiriusXM to create a new public company ("New SiriusXM"), which will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol "SIRI".

Key Points: 
  • New SiriusXM will have a simplified ownership structure and benefit from greater strategic flexibility and independence.
  • A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM.
  • A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction on behalf of SiriusXM stockholders.
  • Liberty Media and SiriusXM will hold a joint investor conference call and webcast at 8:30 AM ET to discuss the details of the transaction.

SAFE SUPPLY AND ORIGIN THERAPEUTICS ANNOUNCE SIGNING OF DEFINITIVE AGREEMENT

Retrieved on: 
Wednesday, August 2, 2023
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., CSE, Canadian Securities Exchange, Canada Business Corporations Act, ORIG, CBCA, Cost-exchange ratio, Transaction, Name, Consolidation, Issuer, NEWS, Security (finance)

VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).

Key Points: 
  • THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
  • VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).
  • The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the "CBCA").
  • The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation ("Amalco"); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the "Exchange Ratio"), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.

Optimum Ventures Announces Entry Into Arrangement Agreement With Blackwolf Copper and Gold Ltd.

Retrieved on: 
Friday, July 7, 2023
Minority, LLP, Interim order, TSX Venture Exchange, Model Business Corporation Act, Acute and obtuse triangles, Miner, Britannia's Gold Ltd, Finance Secretary (India), Person, Golden, Geology, Circular, Cost-exchange ratio, Gold, Golden Triangle, Transaction, SEDAR, Supreme court, Law of the United Kingdom, Multilateral, Proxy, Security (finance), Financial adviser, Audit, Arrangement, Wizards (film), Mathematical optimization

VANCOUVER, British Columbia, July 07, 2023 (GLOBE NEWSWIRE) -- Optimum Ventures Ltd. (“Optimum” or the “Company”) (TSXV: OPV) is pleased to announce that it has entered into an arrangement agreement with Blackwolf Copper and Gold Ltd. ("Blackwolf") dated as of July 6, 2023 (the "Arrangement Agreement"), pursuant to which Blackwolf has agreed to acquire all of the issued and outstanding common shares of Optimum (collectively, the "Company Shares") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

Key Points: 
  • VANCOUVER, British Columbia, July 07, 2023 (GLOBE NEWSWIRE) -- Optimum Ventures Ltd. (“Optimum” or the “Company”) (TSXV: OPV) is pleased to announce that it has entered into an arrangement agreement with Blackwolf Copper and Gold Ltd. ("Blackwolf") dated as of July 6, 2023 (the "Arrangement Agreement"), pursuant to which Blackwolf has agreed to acquire all of the issued and outstanding common shares of Optimum (collectively, the "Company Shares") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
  • The Arrangement Agreement provides for a termination fee payable by either party in certain circumstances in the event the Arrangement does not close.
  • All securityholders are urged to read the Circular once available as it will contain additional important information concerning the Arrangement.
  • The Arrangement Agreement has been approved by the Boards of Directors of Optimum and Blackwolf.

Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.

Retrieved on: 
Tuesday, June 20, 2023
Par value, Britannia's Gold Ltd, Finance Secretary (India), Wizards (film), Cost-exchange ratio, Gold, Transaction, Security (finance), Mathematical optimization

Each of Optimum’s directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 30% of the outstanding shares of Optimum, are expected to enter into voting support agreements in favour of the proposed transaction.

Key Points: 
  • Each of Optimum’s directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 30% of the outstanding shares of Optimum, are expected to enter into voting support agreements in favour of the proposed transaction.
  • “We are very pleased to announce the proposed business combination with Blackwolf Copper and Gold,” commented Tyler Ross, CEO of Optimum.
  • “Blackwolf not only has excellent experience working in the region, but has a very similar focus to our Company and its goals.
  • We believe there is real synergy between the project portfolios of both companies.

ZYUS Life Sciences Corporation Announces Completion of RTO

Retrieved on: 
Monday, June 12, 2023
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ZYUS Life Sciences Corporation (formerly, Phoenix Canada Oil Company Limited (“PCO”)) (the “Company” or the “Resulting Issuer”) is pleased to announce the completion of the previously announced reverse takeover transaction (the “RTO”) with ZYUS Life Sciences Inc. (“Former ZYUS”) in accordance with the terms of an arrangement agreement dated November 15, 2022, as amended (the “Arrangement Agreement”), pursuant to which PCO and Former ZYUS completed a business combination by way of a plan of arrangement.

Key Points: 
  • ZYUS Life Sciences Corporation (formerly, Phoenix Canada Oil Company Limited (“PCO”)) (the “Company” or the “Resulting Issuer”) is pleased to announce the completion of the previously announced reverse takeover transaction (the “RTO”) with ZYUS Life Sciences Inc. (“Former ZYUS”) in accordance with the terms of an arrangement agreement dated November 15, 2022, as amended (the “Arrangement Agreement”), pursuant to which PCO and Former ZYUS completed a business combination by way of a plan of arrangement.
  • As a result of the RTO, Former ZYUS is now a wholly-owned subsidiary of the Company.
  • Immediately prior to the completion of the RTO, the net proceeds from the sale of the Subscription Receipt Financing were released from escrow to Former ZYUS, resulting in the issuance of 12,581,332 common shares of Former ZYUS (the “Former ZYUS Shares”).
  • Upon the completion of the RTO, Brent H. Zettl becomes a holder of more than 10% of the issued and outstanding Resulting Issuer Common Shares.

Benchmark Metals and Thesis Gold Announce Merger to Create Premier Precious Metals Project

Retrieved on: 
Monday, June 5, 2023
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Under the terms of the Transaction, Thesis shareholders will receive 2.5584 of a common share of Benchmark (each whole share, a "Benchmark Share") for each Thesis Share held (the "Exchange Ratio").

Key Points: 
  • Under the terms of the Transaction, Thesis shareholders will receive 2.5584 of a common share of Benchmark (each whole share, a "Benchmark Share") for each Thesis Share held (the "Exchange Ratio").
  • It consolidates two significant exploration projects, as the ongoing development of Benchmark's Lawyers project is adjacent to high quality exploration targets on Thesis' Ranch Project.
  • Ewan Webster, President, and CEO of Thesis Gold commented, "The merger of Benchmark and Thesis will create a district scale development and exploration project with significant growth potential.
  • The Thesis board of directors (the "Thesis Board") appointed a special committee (the "Thesis Special Committee") to consider and make a recommendation to the Thesis Board with respect to the Arrangement.

HEXO Corp. Announces Acquisition by Tilray Brands

Retrieved on: 
Monday, April 10, 2023
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HEXO Corp. (TSX: HEXO; NASDAQ: HEXO) (“HEXO” or the “Company”) announces that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Tilray Brands, Inc. (“Tilray”) for a transaction whereby Tilray will acquire all of the issued and outstanding common shares of the Company (the “HEXO Shares”), subject to approval by the holders of HEXO Shares (“HEXO Shareholders”) and the satisfaction or waiver of other closing conditions (the “Arrangement”).

Key Points: 
  • HEXO Corp. (TSX: HEXO; NASDAQ: HEXO) (“HEXO” or the “Company”) announces that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Tilray Brands, Inc. (“Tilray”) for a transaction whereby Tilray will acquire all of the issued and outstanding common shares of the Company (the “HEXO Shares”), subject to approval by the holders of HEXO Shares (“HEXO Shareholders”) and the satisfaction or waiver of other closing conditions (the “Arrangement”).
  • As a result of the Arrangement becoming effective, HEXO Shareholders would hold Tilray Shares and would participate in any future increase in value of Tilray Shares.
  • HEXO Shareholders would thereby continue to participate in the value realized with the development and operation of HEXO’s assets and business within Tilray.
  • Upon completion of the Arrangement, existing Tilray and HEXO Shareholders are expected to respectively own approximately 97.0% and 3.0% of Tilray on a pro forma basis.

Palladium One and MetalCorp Enter into Definitive Agreement for a Business Combination

Retrieved on: 
Monday, March 6, 2023
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TORONTO, ON, Mar 6, 2023 - (ACN Newswire) - Palladium One Mining Inc. (TSXV: PDM) (FSE: 7N11) (OTCQB: NKORF) ("Palladium One" or "PDM") and MetalCorp Limited (TSXV: MTC) ("MetalCorp" or "MTC") are pleased to announce a definitive agreement (the "Arrangement Agreement") for a business combination to be completed under a plan of arrangement.

Key Points: 
  • TORONTO, ON, Mar 6, 2023 - (ACN Newswire) - Palladium One Mining Inc. (TSXV: PDM) (FSE: 7N11) (OTCQB: NKORF) ("Palladium One" or "PDM") and MetalCorp Limited (TSXV: MTC) ("MetalCorp" or "MTC") are pleased to announce a definitive agreement (the "Arrangement Agreement") for a business combination to be completed under a plan of arrangement.
  • Palladium One has agreed pursuant to the Arrangement Agreement to acquire all of the issued and outstanding shares of MetalCorp by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the "Transaction").
  • "We are pleased to be combining MetalCorp's business with Palladium One," commented Donald Sheldon, Chief Executive Officer of MTC.
  • "Like MetalCorp, Palladium One has an excellent suite of properties including gold, PGEs, copper - nickel and a strong cash position.

Inpixon Announces Record Date and Details for Distribution for Enterprise Apps Business Spin-Off

Retrieved on: 
Monday, February 13, 2023
Cost-exchange ratio, Date, Bangladesh Securities and Exchange Commission, Security (finance), Par value, Business analyst, Business, KINZ, PALO, Tripura Merger Agreement, Growth, KINS, Holding company

Inpixon Securityholders will receive shares of CXApp Holding common stock on a pro rata basis representing 100% of Inpixon's interest in CXApp Holding.

Key Points: 
  • Inpixon Securityholders will receive shares of CXApp Holding common stock on a pro rata basis representing 100% of Inpixon's interest in CXApp Holding.
  • Immediately following the distribution of CXApp Holding shares, the Business Combination is expected to close.
  • Inpixon Securityholders will receive an aggregate of approximately 6,900,000 shares of New CXApp common stock in exchange for their shares of CXApp Holding common stock.
  • Their CXApp Holding shares received upon distribution of the dividend will automatically be exchanged for New CXApp common stock in the Business Combination on the closing date.

New Leaf Ventures Completes Acquisition of High Profile and Announces Addition of Jason Garnett and Dean Medwid to Management

Retrieved on: 
Thursday, January 12, 2023
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High Profile subsequently sold the retail stores to a privately held Canadian corporation that now holds more than 40 stores throughout the country.

Key Points: 
  • High Profile subsequently sold the retail stores to a privately held Canadian corporation that now holds more than 40 stores throughout the country.
  • “We are excited to have concluded the requisite due diligence period and have closed the acquisition by New Leaf.
  • The amalgamated entity continues as a wholly-owned subsidiary of New Leaf under the name “High Profile Holdings Cannabis Corp.”.
  • New Leaf would like to thank Mr. Gorodnitsky for his many contributions and dedication while serving on the board of directors.