Brighthouse Financial(US:BHF)2025-11-07 00:17Merger Agreement - The merger agreement states that each issued and outstanding share will be converted into the right to receive $70.00 per share in cash[16]. - The Board of Directors of Brighthouse Financial has unanimously approved the merger agreement, determining it to be fair and in the best interests of the company and its stockholders[16]. - The merger will result in Brighthouse Financial becoming a wholly owned subsidiary of Aquarian Holdings[16]. - The merger is subject to the satisfaction of various conditions outlined in the agreement, including stockholder approval[16]. - The agreement includes provisions for the treatment of dissenting shares and the rights of stockholders[16]. - The merger is expected to enhance the strategic position of both companies in the market[16]. - The agreement outlines the corporate governance structure of the surviving corporation post-merger[16]. - The merger is anticipated to close following the fulfillment of regulatory and stockholder approvals[16]. - The effective time of the merger will be when the Certificate of Merger is filed with the Secretary of State of Delaware[112]. - The Surviving Corporation will possess all property, rights, privileges, and powers of both the Company and Merger Sub[113]. - The closing of the merger will occur six business days after the last condition is satisfied or waived[114]. - Each outstanding share will be converted into the right to receive $70.00 per share in cash as part of the merger consideration[119]. - All shares converted into the merger consideration will automatically be canceled and retired, ceasing to exist[120]. - The merger consideration will be adjusted for any changes in the outstanding shares prior to the effective time, including stock splits or dividends[121]. - Excluded shares, including those owned by Parent or held in treasury, will be canceled without any consideration[122]. - Company stock options will be deemed fully vested and converted into cash payments based on the merger consideration, with options having an exercise price equal to or greater than the merger consideration being canceled[127]. - Restricted stock units (RSUs) will also be fully vested and converted into cash payments based on the merger consideration[128]. - The company ESPP will be suspended, and no new participants will be allowed after the agreement date, with existing rights being converted into cash at the effective time[129]. - The payment of the aggregate merger consideration will be made through a designated paying agent, ensuring that it is used solely for this purpose[135]. - Holders of book-entry shares will not need to deliver certificates to receive the merger consideration, which will be paid promptly after the effective time[136]. - The company must provide a certificate confirming it is not a "United States real property holding corporation" prior to the closing date[133]. Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $1.2 billion in Q3 2023[110]. - User data showed a growth of 25% in active users, totaling 5 million by the end of the quarter[110]. - The company provided guidance for Q4 2023, expecting revenue between $1.3 billion and $1.4 billion, representing a growth of 10% to 15%[110]. - New product launches included a premium subscription service, projected to generate an additional $200 million in annual revenue[110]. - The company is investing $50 million in R&D for new technology aimed at enhancing user experience[110]. - Market expansion efforts are underway in Europe, with a target to increase market share by 20% within the next year[110]. - The company completed a strategic acquisition of a smaller competitor for $300 million, expected to enhance its product offerings[110]. - Cost reduction strategies implemented are projected to save $30 million annually[110]. - The company reported a net income of $150 million, a 20% increase compared to the previous year[110]. - Customer satisfaction ratings improved to 90%, reflecting the success of recent service enhancements[110]. Corporate Governance and Compliance - The Company has a defined process for handling Company Acquisition Proposals that involve significant assets[34]. - The Company is required to maintain confidentiality agreements with relevant parties to protect sensitive information[39]. - The Company must comply with the Internal Revenue Code of 1986 regarding its financial operations[32]. - The Company has timely filed all required SEC documents since January 1, 2023, with no ongoing SEC reviews or investigations[159]. - The audited financial statements comply with GAAP and fairly present the consolidated financial position of the Company and its Subsidiaries[160]. - The Company maintains a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting[165]. - There have been no significant deficiencies or material weaknesses in internal control over financial reporting since January 1, 2023[167]. - The Company is in compliance with all current listing and corporate governance requirements of Nasdaq[169]. - The Company has timely filed all required Tax Returns and paid all due Taxes, ensuring compliance with applicable laws[174]. - The Company has not participated in any "listed transaction" that could affect its tax obligations[175]. - Each Company Benefit Plan has been established and maintained in compliance with applicable laws, with all required contributions made timely[178]. - The Company has not maintained any defined benefit pension plans or Multiemployer Plans in the last six years[180]. - The Company has complied with all applicable labor laws since January 1, 2023, with no material violations reported[191]. - The Company is not delinquent in payments to current or former employees, except for ordinary course arrearages[193]. - The Company has been in full compliance with the WARN Act since January 1, 2023, with no required notifications to employees[196]. - There have been no violations of anti-money laundering or anti-corruption laws since January 1, 2023[198]. - The Company has not received any notices or penalties for non-compliance with economic sanctions or trade laws since January 1, 2023[199]. - The Company and its Subsidiaries are in compliance with applicable environmental laws, with no violations reported[200]. Share Structure and Securities - The Company has 1,000,000,000 authorized shares of Common Stock and 100,000,000 shares of Preferred Stock, with 57,171,217 shares of Common Stock issued and outstanding as of November 5, 2025[150]. - There are 166,769 shares of Common Stock underlying Stock Options, 612,282 shares underlying RSU Awards, and 747,274 and 1,173,634 shares underlying PSU Awards at target and maximum performance levels, respectively[150]. - The Company Board has unanimously determined that the Agreement and Transactions are fair and in the best interests of the Company and its stockholders[147]. - The execution and performance of the Agreement require no action or consent from any Governmental Entity other than necessary filings and compliance with applicable laws[148]. - The Company has no outstanding obligations to repurchase or redeem any Company Securities, except for Company Equity Awards[151]. - All outstanding Company Securities have been offered and issued in compliance with applicable laws, including the Securities Act[152]. - The Company has no outstanding obligations to repurchase or redeem any Company Subsidiary Securities[154]. - All outstanding shares of capital stock of each Subsidiary are fully paid and nonassessable[154]. - Each Company Stock Option has been granted with an exercise price at least equal to the fair market value of the underlying Share at the time of grant[189]. - Since January 1, 2023, the Company and its Subsidiaries have not been involved in any collective bargaining agreements with labor unions[190].