Merger

Search documents
The Shyft Group and Aebi Schmidt Group Announce Successful Completion of Merger, Creating Global Specialty Vehicle Leader
Prnewswire· 2025-07-01 11:31
Company Overview - The merger between Shyft Group, Inc. and Aebi Schmidt Holding AG has been completed, resulting in the formation of Aebi Schmidt Group, a leader in the specialty vehicles sector [1][2] - The combined company reported a pro forma revenue of $1.9 billion and adjusted EBITDA of $148 million for 2024 [4] Leadership and Governance - Barend Fruithof has been appointed as the Group Chief Executive Officer, while James Sharman serves as the Chairman of the Board of Directors [5] - The leadership team combines expertise from both legacy organizations to ensure effective integration and performance [5] Market Position and Strategy - Aebi Schmidt Group is positioned as a differentiated global leader with expanded reach across North America and Europe, complemented by enhanced operational capabilities [2][3] - The merger aims to accelerate innovation and enhance global market leadership, focusing on delivering customer-driven solutions [3] Stock and Trading Information - Shares of Aebi Schmidt Group are set to begin trading on NASDAQ under the ticker symbols "AEBIV" on a "when-issued" basis and "AEBI" on a "regular-way" basis starting July 1 and July 2, 2025, respectively [2] - Shyft's common stock has been delisted from NASDAQ as part of the merger process [6][7]
Portman Ridge Finance Corporation Announces Shareholder Approval of Merger with Logan Ridge Finance Corporation
Globenewswire· 2025-06-27 20:05
Core Viewpoint - Portman Ridge Finance Corporation (PTMN) has received shareholder approval for the merger with Logan Ridge Finance Corporation (LRFC), with the transaction expected to close around July 15, 2025, following overwhelming support from PTMN shareholders [1][2][3]. Company Overview - PTMN is a publicly traded, externally managed closed-end investment company regulated as a business development company under the Investment Company Act of 1940, focusing on middle market investments [6]. - LRFC is also a business development company that primarily invests in first lien loans and equity securities of lower middle-market companies [9]. Merger Details - Approximately 88% of PTMN shareholders voted in favor of the merger, while LRFC stockholders approved the merger on June 20, 2025 [2]. - Upon closing, the combined entity will be rebranded as BCP Investment Corporation and will trade under the new ticker symbol "BCIC" [4][7]. Financial Initiatives - The new company will transition to a monthly distribution framework starting in 2026, while maintaining the potential for quarterly supplemental distributions [7]. - Over the next 24 months, the company plans to repurchase up to 20% of its outstanding common stock if shares trade below 80% of net asset value, with an authorized stock repurchase program of up to $10 million [7]. Leadership Statements - The CEO of PTMN and LRFC expressed gratitude for shareholder support, emphasizing the strategic vision behind the merger and the goal of creating a larger, more efficient platform for long-term growth [3].
Logan Ridge Finance (LRFC) 2025 Extraordinary General Meeting Transcript
2025-06-20 15:30
Summary of Logan Ridge Finance Corporation's Extraordinary General Meeting Company Overview - **Company**: Logan Ridge Finance Corporation (LRFC) - **Event**: 2025 Extraordinary General Meeting - **Date**: June 20, 2025 - **Time**: 10:30 AM ET Key Points Discussed Meeting Structure and Attendance - The meeting was conducted virtually to enhance inclusivity and reach a larger number of stockholders [1][2] - A quorum was established with approximately 62.59% of the outstanding common stock represented, totaling 1,662,635 shares [9][10] Main Agenda Item - The primary business of the meeting was to consider and vote on a proposal for the merger of Logan Ridge Finance Corporation with Portman Ridge Merger Sub Inc., with Logan Ridge surviving the merger [11] Voting Process - The polls opened at 10:36 AM and closed at 10:37 AM on the same day [12] - Preliminary voting results indicated that the merger proposal passed, with detailed results to be filed in a current report on Form 8-K with the SEC [13] Management and Governance - Key management present included Ted Goldthorpe (CEO), Brandon Satoran (CFO), and Patrick Schaeffer (CIO) [3][4] - The meeting was recorded, and attendees were reminded not to use audio recording devices [5][2] Conclusion of Meeting - No additional business was brought before the meeting, leading to a motion to adjourn, which was seconded and approved [14][15][17] - The meeting concluded with expressions of gratitude towards stockholders for their loyalty and confidence in the company [17] Additional Important Information - Forward-looking statements were made during the meeting, with a caution that they are subject to risks and uncertainties [3] - Stockholders were informed about the availability of proxy materials and voting procedures through the web portal [8][6] This summary encapsulates the essential details and outcomes of the Logan Ridge Finance Corporation's Extraordinary General Meeting, highlighting the merger proposal and the overall governance structure.
AS Inbank entered into merger agreement with Inbank Ventures OÜ
Globenewswire· 2025-06-20 13:30
Group 1 - AS Inbank has entered into a notarial merger agreement with its 100% subsidiary Inbank Ventures OÜ, resulting in Inbank Ventures OÜ ceasing to exist without liquidation, with AS Inbank becoming its legal successor [1] - The purpose of the merger is to align the Group's legal structure with its actual business operations and enhance organizational efficiency, while leaving consolidated assets, rights, and obligations unchanged [1] - The merger will take effect after receiving approval from the Financial Supervision and Resolution Authority, with completion expected in the first quarter of 2026 [2] Group 2 - Inbank operates as a financial technology company with an EU banking license, connecting merchants, consumers, and financial institutions on its embedded finance platform [3] - The company partners with over 5,600 merchants and has more than 941,000 active contracts, collecting deposits across 7 markets in Europe [3] - Inbank bonds are listed on the Nasdaq Tallinn Stock Exchange [3]
Logan Ridge Finance Corporation Announces Adviser Funded Cash Payment to Shareholders in Connection with its Merger with Portman Ridge Finance Corporation
Globenewswire· 2025-06-17 20:05
Core Viewpoint - Logan Ridge Finance Corporation (LRFC) has announced a merger with Portman Ridge Finance Corporation (PTMN), with a commitment from its investment adviser, Mount Logan Management LLC, to finance an additional cash payment of $0.47 per share to LRFC shareholders prior to the merger closing, effectively allowing shareholders to receive 100% of net asset value (NAV) as of March 31, 2025, adjusted for estimated transaction costs [1][2][3]. Summary by Sections Merger Agreement - LRFC has entered into a merger agreement with PTMN, with the investment adviser financing a pre-closing cash payment of $0.47 per share to shareholders of record as of May 6, 2025 [2]. - This payment, combined with a previously announced tax distribution of at least $1,000,000 (or $0.38 per share) and the exchange of shares at a ratio of 1.5x PTMN shares for each LRFC share, will ensure that shareholders receive 100% of LRFC's NAV [2]. Management Commentary - Ted Goldthorpe, President and CEO of LRFC and PTMN, expressed satisfaction with the agreement, highlighting the enhanced value for shareholders through the additional payment and appreciation for shareholder support during the process [4]. Shareholder Meeting - A special meeting for LRFC shareholders is scheduled for June 20, 2025, at 10:30 am ET, where shareholders are encouraged to vote according to the instructions in the joint proxy statement [4]. Company Background - LRFC is a business development company (BDC) that primarily invests in first lien loans and, to a lesser extent, second lien loans and equity securities of lower middle-market companies, focusing on well-established businesses with low cyclicality and operating risk [6]. - PTMN is also a publicly traded BDC that manages a portfolio of term loans, mezzanine investments, and selected equity securities in middle-market companies [7].
Shutterstock Receives Stockholder Approval for Proposed Merger with Getty Images
Prnewswire· 2025-06-10 21:19
Core Points - Shutterstock's stockholders approved the merger agreement with Getty Images, with approximately 82% of the shares voting in favor [1][2][3] - The merger aims to create a premier visual content company, enhancing capabilities in content creation, event coverage, and technology innovation [2][3] - The transaction is expected to close in the second half of 2025, pending regulatory approvals and customary conditions [3] Company Overview - Shutterstock is a leading global creative platform providing high-quality creative content for brands, digital media, and marketing companies [5] - The platform is supported by millions of creators and offers a diverse collection of 3D models, videos, music, photographs, vectors, and illustrations [5] - Shutterstock aims to deliver exceptional value to partners, contributors, and stockholders through its innovative technology and comprehensive resources [5]
Dada Announces Shareholders' Approval of Merger Agreement
Globenewswire· 2025-06-10 10:43
Core Viewpoint - Dada Nexus Limited has received shareholder approval for a merger agreement with JD Sunflower Investment Limited, which will result in Dada becoming a wholly owned subsidiary and a privately held company, leading to the termination of its ADS program and delisting from NASDAQ [1][2][3]. Group 1: Merger Details - The extraordinary general meeting of shareholders saw approximately 73.4% of total outstanding ordinary shares voting, with 92.1% of votes cast in favor of the merger agreement [2]. - The merger agreement was dated April 1, 2025, and involves the merger of Dada with JD Sunflower Merger Sub Limited, a wholly owned subsidiary of JD Sunflower Investment Limited [1][2]. - Upon completion, Dada will cease to exist as a publicly traded entity, and its American depositary shares will no longer be listed on any securities exchange [3]. Group 2: Company Overview - Dada Nexus Limited is recognized as China's leading local on-demand retail and delivery platform, operating JD NOW and Dada NOW, which are interconnected to enhance delivery efficiency and order volume [4]. - JD NOW serves as a major local on-demand retail platform, while Dada NOW provides delivery solutions across various industries, benefiting both platforms through increased order density and improved delivery experiences [4].
Logan Ridge Announces Change of Date to the Special Meeting of Stockholders to Allow Additional Time for Stockholders to Vote “FOR” the Merger Proposal
Globenewswire· 2025-06-05 23:35
Core Viewpoint - Logan Ridge Finance Corporation (LRFC) stockholders have shown strong support for the proposed merger with Portman Ridge Finance Corporation (PTMN), with leading independent proxy advisors recommending a "FOR" vote on the merger proposal [1][3]. Group 1: Merger Proposal Details - The Special Meeting of Stockholders for LRFC is rescheduled to June 20, 2025, to allow more time for stockholders to vote on the merger with PTMN [1]. - The Board of Directors of LRFC unanimously recommends that stockholders vote "FOR" the proposed merger [2][5]. - Stockholders eligible to vote are those on record as of May 6, 2025, and previously submitted proxies will be counted unless revoked [4]. Group 2: Voting Process - Stockholders can attend the meeting and cast their votes either in person or virtually through a designated website or phone number [2][5]. - The company encourages stockholders to vote their proxies as soon as possible to avoid delays in the meeting [5]. Group 3: Company Backgrounds - LRFC is a business development company that primarily invests in first lien loans and second lien loans, focusing on lower middle-market companies [6]. - PTMN is also a publicly traded business development company that manages a portfolio of term loans, mezzanine investments, and selected equity securities in middle market companies [7].
Portman Ridge Announces Change of Date to the Special Meeting of Stockholders to Allow Additional Time for Stockholders to Vote “FOR” the Share Issuance Proposal
Globenewswire· 2025-06-05 23:35
Group 1 - The Special Meeting of Stockholders for Portman Ridge Finance Corporation (PTMN) is rescheduled to June 20, 2025, to allow more time for stockholders to vote on the share issuance proposal related to the merger with Logan Ridge Finance Corporation (LRFC) [1][2] - Leading independent proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis, have both recommended that PTMN stockholders vote "FOR" the proposed merger [3][6] - The record date for stockholders eligible to vote remains May 6, 2025, and those who have already voted do not need to take further action [4][5] Group 2 - PTMN is a publicly traded, externally managed investment company regulated as a business development company (BDC) under the 1940 Act, focusing on middle market investments [6] - LRFC is also a BDC that primarily invests in first lien loans and equity securities of lower middle-market companies, employing fundamental credit analysis [7]
ConnectOne Bancorp, Inc. Completes Merger With the First of Long Island Corporation
Globenewswire· 2025-06-02 11:00
Core Viewpoint - ConnectOne Bancorp, Inc. has successfully completed its merger with The First of Long Island Corporation, creating a combined entity with approximately $14 billion in total assets, $11 billion in total deposits, and $11 billion in total loans [1]. Group 1: Merger Details - The merger allows ConnectOne to operate under a unified brand, enhancing its scale and capabilities while maintaining a client-first culture [2]. - First of Long Island shareholders received 0.5175 shares of ConnectOne common stock for each share of FLIC common stock owned, along with cash for any fractional shares [3]. Group 2: Leadership and Governance - Following the merger, ConnectOne's Board of Directors has expanded to 15 members, with Christopher Becker appointed as Vice Chairman [4]. - The addition of new board members is expected to bring valuable industry expertise and strategic insight to support the company's growth [5]. Group 3: Company Overview - ConnectOne Bancorp operates through its subsidiary, ConnectOne Bank, and its fintech subsidiary, BoeFly, Inc., focusing on small to middle-market businesses [6].