BRIGHTHOUSE FINA(US:BHFAP)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 financial position and operational capabilities of the combined entity[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 is scheduled to occur on the sixth business day after the last condition is satisfied or waived[114]. - The certificate of incorporation of the Company will be amended and restated at the effective time[115]. - The bylaws of the Company will be amended to reflect the bylaws of Merger Sub at the effective time[116]. - The initial directors of the Surviving Corporation will be the directors of Merger Sub immediately prior to the effective time[117]. - 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 right to receive the merger consideration will automatically be canceled and retired[120]. - The merger consideration will be adjusted for any changes in the outstanding shares prior to the effective time[121]. - Excluded shares owned by Parent, Merger Sub, or the Company will be canceled without consideration[122]. - Each stock option will be deemed fully vested and converted into a cash payment equal to the excess of the merger consideration over the exercise price[127]. - The Company ESPP will be suspended, and no new participants will be allowed after the agreement date[129]. - Payments for equity awards will be made without interest and less any required deductions within five business days after the effective time[130]. - Dissenting shares will not convert into the merger consideration unless appraisal rights are waived[132]. - The payment fund will be established to ensure sufficient cash is available for the aggregate merger consideration[135]. - Book-entry shares will automatically convert to the right to receive the merger consideration without requiring a share certificate[136]. Financial Performance - The company reported a revenue of $1.5 billion for Q3 2023, representing a 15% increase year-over-year[1]. - User data showed a growth of 20% in active users, reaching 10 million by the end of the quarter[2]. - The company provided guidance for Q4 2023, expecting revenue between $1.6 billion and $1.7 billion, which indicates a growth of 10-13% compared to Q4 2022[3]. - New product launches included a software update that improved user engagement by 25%[4]. - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of 2024[5]. - Research and development expenses increased by 12% to $200 million, focusing on innovative technologies[6]. - The company completed a strategic acquisition of a smaller tech firm for $300 million to enhance its product offerings[7]. - The company announced a new partnership with a leading telecom provider to expand service availability[8]. - Cost-cutting measures implemented resulted in a 5% reduction in operational expenses[9]. - The company plans to invest $100 million in sustainability initiatives over the next three years[10]. Corporate Governance and Compliance - 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 is not in violation of any provision of its Charter or Bylaws, and all outstanding shares of capital stock are fully paid and nonassessable[144][150]. - The Company has made available true and accurate copies of its Certificate of Incorporation and Bylaws to Parent[144]. - The Company has no outstanding obligations to repurchase or redeem any Company Securities, except for Company Equity Awards[151]. - The Company has provided Parent with a complete list of holders of Company Stock Options, RSU Awards, and PSU Awards as of the Company Measurement Date[150]. - The Company is duly organized and in good standing under the laws of Delaware, with all corporate powers necessary to conduct its business[144]. - The Company has no voting trusts or agreements regarding the voting of its capital stock[152]. - 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]. - There are no undisclosed material liabilities that would be required to be reflected on a consolidated balance sheet[171]. - 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 has not engaged in illegal accounting or auditing practices, nor has it received complaints regarding its internal accounting controls[168]. - The Company is in compliance with all current listing and corporate governance requirements of Nasdaq[169]. - There are no ongoing litigations or investigations that would materially affect the Company and its Subsidiaries[172]. - The Company’s capital stock and ownership interests in its Subsidiaries are wholly owned and free of encumbrances[154]. - The Company has made available true and complete copies of its annual and quarterly statements filed with the applicable regulatory bodies[161]. - The Company has timely filed all required Tax Returns and paid all due Taxes, ensuring compliance with applicable laws[174]. - No Tax deficiencies have been asserted against the Company or its Subsidiaries that remain unpaid, settled, or withdrawn[175]. - The Company has not participated in any "listed transaction" as defined by Treasury Regulations, indicating a low risk of tax-related issues[175]. - There are no Encumbrances for Taxes on the Company's assets, ensuring clear ownership[175]. - The Company has complied with all applicable laws regarding employee benefit plans, with timely contributions made[178]. - No material liabilities related to employee benefit plans have been incurred that remain unsatisfied[181]. - The Company has not maintained any defined benefit pension plans or multiemployer plans in the last six years, reducing future liabilities[180]. - The consummation of the transactions will not trigger any additional payments or benefits to employees, maintaining cost control[186]. - Each Company Stock Option has been granted at an exercise price no less than the fair market value, ensuring compliance with valuation standards[189]. - Since January 1, 2023, the Company has not been involved in any collective bargaining agreements with labor unions[190]. - The Company and its Subsidiaries have complied with all applicable labor laws since January 1, 2023, with no material non-compliance issues reported[191]. - No allegations of sexual harassment or misconduct have been made against any managerial employees since January 1, 2023[192]. - The Company is not delinquent in payments to current or former employees, except for minor arrearages in the ordinary course of business[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 applicable laws since January 1, 2023, that would be expected to be material to the Company[197]. - The Company has maintained compliance with Anti-Money Laundering Laws and anti-bribery laws since January 1, 2023[198]. - No disclosures or investigations related to non-compliance with Economic Sanctions or Anti-Money Laundering Laws have occurred since January 1, 2023[199]. - The Company has not received any notices alleging violations of Environmental Laws, and is in compliance with applicable Environmental Laws[200].