Financial Instruments and Exchange Act

Noodles & Company Announces Third Quarter 2023 Financial Results

Retrieved on: 
Tuesday, November 7, 2023
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BROOMFIELD, Colo., Nov. 07, 2023 (GLOBE NEWSWIRE) -- Noodles & Company (Nasdaq: NDLS) today announced financial results for its third quarter ended October 3, 2023.

Key Points: 
  • BROOMFIELD, Colo., Nov. 07, 2023 (GLOBE NEWSWIRE) -- Noodles & Company (Nasdaq: NDLS) today announced financial results for its third quarter ended October 3, 2023.
  • Restaurant contribution margin increased to 16.4% in the third quarter of 2023, compared to 14.4% in the third quarter of 2022.
  • Based upon management’s current assessment following third quarter results, the Company has revised guidance related to its 2023 performance.
  • Noodles & Company will host a conference call to discuss its third quarter financial results on Tuesday, November 7, 2023 at 4:30 PM Eastern Time.

SEC Adopts Rules for the Registration and Regulation of Security-Based Swap Execution Facilities

Retrieved on: 
Thursday, November 2, 2023
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Washington, D.C.--(Newsfile Corp. - November 2, 2023) - The Securities and Exchange Commission today adopted new Regulation SE under the Securities Exchange Act of 1934 to create a regime for the registration and regulation of security-based swap execution facilities (SBSEFs).

Key Points: 
  • Washington, D.C.--(Newsfile Corp. - November 2, 2023) - The Securities and Exchange Commission today adopted new Regulation SE under the Securities Exchange Act of 1934 to create a regime for the registration and regulation of security-based swap execution facilities (SBSEFs).
  • “Adopting Regulation SE fulfills Congress’s mandate and increases the transparency and integrity of the security-based swap market,” said SEC Chair Gary Gensler.
  • “In taking up these matters in 2021, we heard from many market participants suggesting that we should look to the Commodity Futures Trading Commission’s (CFTC) rules for swap execution facilities as our template.
  • In adopting Regulation SE, the Commission has sought to harmonize as closely as practicable with parallel rules of the CFTC that govern swap execution facilities (SEFs) and swap execution generally.

Nidec Announces Changes to the Press Release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” due to Changes in Conditions to the Tender Offer to the Company

Retrieved on: 
Friday, October 27, 2023
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25 of 1948, as amended, the “Act”) and related laws and regulations (the “Tender Offer”), the common shares (the “Target Company Shares”) of Takisawa Machine Tool Co., Ltd. (Securities Code: 6121.

Key Points: 
  • 25 of 1948, as amended, the “Act”) and related laws and regulations (the “Tender Offer”), the common shares (the “Target Company Shares”) of Takisawa Machine Tool Co., Ltd. (Securities Code: 6121.
  • The “Target Company”), which is listed on the Standard Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), and launched the Tender Offer on September 14, 2023.
  • Accordingly, as explained in the Public Notice of Commencement of the Tender Offer submitted on September 14, 2023 (including the matters amended based on the amendment to the tender offer registration statement for the Tender Offer submitted on September 21 and October 10, 2023: the same shall apply hereinafter), the Tender Offeror, for the purpose of securing a tender offer period of 10 business days from today, decided to extend the period for the Tender Offeror to acquire the Target Company’s common shares in the Tender Offer (the “Tender Offer Period”) until November 13, 2023.
  • Thus, the Tender Offeror amends part of the September 21, 2023 press release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” (including the October 10, 2023 press release, “Notice Regarding Changes to the Press Release, “Notice Regarding Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)” due to Submission of Amended Statement of Public Notice of Commencement of the Tender Offer, and Changes to the Notice Regarding Commencement of the Tender Offer”: the same shall apply hereinafter).

Hepsiburada Announces Changes to its Board Committees’ Composition

Retrieved on: 
Friday, October 6, 2023
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ISTANBUL, Türkiye, Oct. 06, 2023 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), today announced the Board of Directors’ decision to make certain changes to the composition of its Audit Committee and Corporate Governance Committee.

Key Points: 
  • ISTANBUL, Türkiye, Oct. 06, 2023 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), today announced the Board of Directors’ decision to make certain changes to the composition of its Audit Committee and Corporate Governance Committee.
  • The Board of Directors (recently appointed by the General Assembly of Shareholders of the Company on August 25, 2023) has decided to compose its Audit Committee, Risk Committee and Corporate Governance Committee with the participation of the following members, effective immediately:
    Each committee will subsequently appoint a committee chairperson.
  • The new members of our Audit Committee meet the requirements for financial literacy under the Exchange Act and Nasdaq’s listing rules.
  • Moreover, the Board of Directors has determined that each of Messrs. Bayazıt, Ashaboğlu and Gross-Selbeck is an audit committee financial expert as defined under the applicable rules of the U.S. Securities and Exchange Commission and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.

BUTLER NATIONAL CORPORATION ANNOUNCES FIRST QUARTER FISCAL YEAR 2024 FINANCIAL RESULTS

Retrieved on: 
Thursday, September 14, 2023
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OLATHE, Kan., Sept. 14, 2023 /PRNewswire/ -- Butler National Corporation (OTCQB: BUKS), a leader in the growing global market for aircraft modification, maintenance, repair and overhaul (MRO) and a recognized provider of gaming management services, announces its financial results for the first quarter fiscal 2024 ended July 31, 2023. 

Key Points: 
  • First quarter fiscal 2024 net income was $719 compared to a net income of $431 in the first quarter fiscal 2023.
  • First quarter fiscal 2024 operating margin was 7% compared to 11% in first quarter fiscal 2023.
  • Butler National companies, Avcon Industries, Inc., Butler Avionics and Butler National Tempe, in the Aerospace Products segment, concentrate on Learjet, Beechcraft King Air, Caravan, Gulfstream, and Cessna turbine engine aircraft, as well as electronic controls.
  • It is important to note that any such performance and actual results, financial condition or business, could differ materially from those expressed in such forward-looking statements.

ISS and Glass Lewis Back Oasis’s Director Nominee in Recognition of Kusuri No Aoki’s Weak Governance and Underperformance and Oasis Addresses Aoki’s Misleading Counter-Arguments

Retrieved on: 
Thursday, August 10, 2023
Retail, Professional Services, Convenience Store, Finance, Exercise, Historic site, Hokuriku, IR, NOT, Q3, FY, Failure, FOR, Telephone, Policy, Disclosure, Waste Management (company), Document, Building, Organization, Glass Lewis, Financial instrument, City, JPY, JT, Comment, Site, Steamtown National Historic Site, Letter, Facility, Family, ISS, Financial Instruments and Exchange Act, Management, Insurance, Security (finance), Cryptocurrency, Audit, Risk management, Public utility

In its recent report, ISS concluded that the “poor corporate governance system” raises concerns regarding “undue influence of the founding family over the board and the company”.

Key Points: 
  • In its recent report, ISS concluded that the “poor corporate governance system” raises concerns regarding “undue influence of the founding family over the board and the company”.
  • ISS thus recommended that shareholders support the Oasis-proposed independent Outside Director nominee Mr. Yoshiaki Ikei and important parts of Oasis’s proposed governance reforms.
  • In fact, Oasis has been seeking dialogue with the Company about many of the questions raised in our presentation.
  • The Document is not intended to solicit or seek shareholders' agreements to jointly exercise any voting rights with Oasis.

Mr. Cooper Completes Acquisition of Home Point

Retrieved on: 
Tuesday, August 1, 2023
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Cooper”) announced today that it has successfully acquired Home Point Capital Inc. (“Home Point”).

Key Points: 
  • Cooper”) announced today that it has successfully acquired Home Point Capital Inc. (“Home Point”).
  • Following its acceptance of the tendered shares, Mr. Cooper completed its acquisition of Home Point through a merger of Heisman Merger Sub, Inc. with and into Home Point.
  • As a result of the merger, Home Point became a wholly owned subsidiary of Mr. Cooper.
  • Wachtell, Lipton, Rosen & Katz acted as legal advisor to Mr. Cooper and Simpson Thacher & Bartlett LLP acted as financing counsel to Mr. Cooper.

BUTLER NATIONAL CORPORATION ANNOUNCES FISCAL YEAR END 2023 FINANCIAL RESULTS

Retrieved on: 
Monday, July 31, 2023
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NEW CENTURY, Kan., July 31, 2023 /PRNewswire/ -- Butler National Corporation (OTCQB: BUKS), a leader in the growing global market for aircraft structural modification, maintenance, repair and overhaul (MRO) and a recognized provider of gaming management services, announces its financial results for the fiscal year ended April 30, 2023. 

Key Points: 
  • I am appreciative of all the Butler National Team members for their contributions in achieving the results for Fiscal Year End 2023.
  • Costs were 70% of segment total revenue in fiscal 2023, compared to 65% of segment total revenue in fiscal 2022.
  • Aerospace Products had an operating income of $65,000 in fiscal 2023 compared to an operating income of $6.2 million in fiscal 2022.
  • Costs were 40% of segment total revenue in fiscal 2023, compared to 37% of segment total revenue in fiscal 2022.

Oasis Announces “Kusuri No Aoki Corp Gov” Campaign to Demand Accountability for Significant Governance Abuses by Founding Family Members (Stock Code: 3549 JT)

Retrieved on: 
Monday, July 31, 2023
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The stock options were issued shortly after the Company made unusual downward revisions to forecasts, significantly depressing the stock price.

Key Points: 
  • The stock options were issued shortly after the Company made unusual downward revisions to forecasts, significantly depressing the stock price.
  • The disclosed fair value of the stock options was JPY7.256bn, but the Aoki brothers only paid JPY52.5mn to acquire the options, a 99.28% discount.
  • These instances of governance abuses make it clear that Aoki’s Board is focused primarily on the interests of the Founding Family as opposed to those of all stakeholders.
  • President Hironori Aoki and Vice President Takanori Aoki must be held accountable for these corporate governance failures.

ISS Supports All Five Board Nominees Nominated by Oasis to Counterbalance the Family Control at Tsuruha

Retrieved on: 
Friday, July 28, 2023
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Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 12.8% of drugstore operator Tsuruha Holdings Inc. (3391 JT) (“Tsuruha” or the “Company”).

Key Points: 
  • Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 12.8% of drugstore operator Tsuruha Holdings Inc. (3391 JT) (“Tsuruha” or the “Company”).
  • Such poor decisions include keeping each family-run constituent business separate from one another, which has limited the Company’s organic potential.
  • To this end, Oasis welcomes the full endorsement of its five independent Outside Director candidates by leading independent proxy advisor Institutional Shareholder Services, Inc. (“ISS”).
  • The Document is not intended to solicit or seek shareholders' agreements to jointly exercise any voting rights with Oasis.