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ESSA Pharma Inc. Announces Definitive Agreement to be Acquired by XenoTherapeutics, Inc., Backed by XOMA Royalty Corporation in All-Cash Transaction
Prnewswire· 2025-07-14 12:00
Core Viewpoint - ESSA Pharma Inc. has entered into a definitive agreement with XenoTherapeutics, Inc. for Xeno to acquire all outstanding common shares of ESSA, with the transaction expected to close in the second half of 2025 [1][5]. Transaction Details - ESSA shareholders will receive a cash payment per common share based on ESSA's cash balance at closing, with an estimated total of approximately US$1.91 per common share, excluding contingent value rights (CVR) [2][3]. - Each ESSA shareholder will also receive one non-transferable CVR for each common share, entitling them to a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the transaction's close [2]. - The transaction requires approval from at least 66⅔% of votes cast by ESSA shareholders and securityholders, as well as court approval [5]. Company Strategy - The ESSA Board of Directors believes that the agreement with Xeno and XOMA Royalty maximizes shareholder value and provides a more certain value compared to liquidation [4]. - The transaction is structured to expedite cash distribution to shareholders, with an initial cash distribution application to be made to the Supreme Court of British Columbia [3]. Advisory and Support - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [9]. - The transaction committee, composed of independent directors, unanimously recommended the agreement to the Board, which has also approved the transaction [7][8]. Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing therapies for prostate cancer [10]. - XenoTherapeutics, Inc. is a non-profit biotechnology company focused on advancing xenotransplantation [11]. - XOMA Royalty Corporation is a biotechnology royalty aggregator that supports biotech companies by acquiring future economic rights [12].
180 Degree Capital Corp. Notes Filing of Definitive Materials for Proposed Business Combination with Mount Logan Capital and Will Host a Shareholder Call on Tuesday, July 15, 2025, at 1 PM ET
GlobeNewswire News Room· 2025-07-14 11:30
Core Points - 180 Degree Capital Corp. has filed definitive proxy materials for a proposed all-stock merger with Mount Logan Capital Inc. [1] - The Special Meeting for the approval of the Business Combination is scheduled for August 22, 2025, with a record date of July 8, 2025 [1] - A shareholder call is set for July 15, 2025, to discuss preliminary Q2 2025 results and the proposed Business Combination [2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3] Business Combination Details - The merger agreement between 180 Degree Capital and Mount Logan was dated January 16, 2025, and involves the exchange of shares in the Business Combination [5] - A definitive proxy statement has been filed with the SEC, which includes important information about the merger and related matters [5] Management Insights - Kevin Rendino, CEO of 180 Degree Capital, expressed optimism about shareholder support for the Business Combination, noting strong initial indications [2] - Ted Goldthorpe, CEO of Mount Logan, highlighted growth opportunities for the combined companies and the benefits of a NASDAQ listing [2]
Cayson Acquisition Corp Announces Entering into a Merger Agreement with Mango Financial Limited
GlobeNewswire News Room· 2025-07-14 11:30
Core Viewpoint - Cayson Acquisition Corp and Mango Financial Limited have entered into a definitive Merger Agreement, which will result in Cayson becoming a wholly owned subsidiary of Mango Group, with the combined entity expected to be listed on Nasdaq [1][10]. Company Overview - Mango Financial Limited, founded in 1970, has evolved from a traditional trading house into a full-service financial institution, offering investment banking, financial advisory, asset management, and securities underwriting and trading [2][13]. - The company is guided by the principle of "Safety First, Wealth Secured," focusing on safeguarding clients' value while expanding its services [2][13]. Investment Highlights - Mango has over 50 years of established relationships with institutional and retail clients and has advised on more than 160 public listings worldwide [7]. - The company holds comprehensive licenses from the Hong Kong Securities and Futures Commission (SFC), enabling it to provide a full suite of capital markets and wealth management services [7]. - Mango operates in Hong Kong, Macau, East Asia, and Mainland China, with plans for expansion into the U.S. market [7]. Management Commentary - Angela Zhang, Chairwoman of Mango, emphasized that the merger with Cayson will facilitate Mango's global expansion and provide access to the U.S. capital markets, enhancing its ability to serve clients internationally [4]. - Yawei Cao, CEO of Cayson, noted that Mango's long-term operating history and strong presence in Asia make it an ideal partner for unlocking growth opportunities [5]. Transaction Overview - The merger will involve the conversion of Cayson units into Mango Group ordinary shares, with existing shareholders of Cayson expected to own 6,600,000 Mango Group ordinary shares post-merger [6][8]. - The transaction has been unanimously approved by the boards of both companies and is subject to shareholder approval and regulatory conditions, with completion expected in the second half of 2025 [10]. Financial Aspects - Mango Group's existing shareholders are expected to own 30 million ordinary shares valued at $300 million at an implied price of $10.00 per share [7]. - The companies plan to pursue a private placement of equity securities of up to $5 million to support ongoing operations and expansion efforts [9].
Signing Day Sports Advances Business Combination with One Blockchain LLC; Confidential Draft Registration Statement on Form S-4 Submitted to the SEC, Including Preliminary Prospectus and Proxy Statement
Globenewswire· 2025-07-11 10:30
Company Overview - Signing Day Sports, Inc. is focused on enhancing the recruiting process for high school athletes and college coaches through its app and platform [1][3] - The company has entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, which specializes in digital infrastructure for Bitcoin mining and high-performance computing [2] Financial Performance - One Blockchain's data center in South Carolina generated approximately $26.8 million in revenue and about $5.7 million in net income in 2024 [4] Business Combination Details - The proposed business combination is subject to conditions including stockholder approval and NYSE American listing approval for BlockchAIn's registered common shares [2] - A draft registration statement on Form S-4 has been submitted to the SEC for the business combination [1][5] Future Steps - BlockchAIn plans to file relevant materials with the SEC, including a proxy statement and prospectus for the registration of shares [5] - Investors are encouraged to read the forthcoming proxy statement/prospectus for important information regarding the business combination [5]
180 Degree Capital Corp. Notes Business and Merger-Related Updates Including:
Globenewswire· 2025-07-10 12:00
Group 1 - 180 Degree Capital Corp. announced a preliminary net asset value (NAV) per share of $4.80 as of June 30, 2025, reflecting an increase of approximately 8.6% from the previous quarter and 3.4% year-to-date [1][4] - The company filed an amended preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., with a valuation of Mount Logan at approximately $67.4 million [2][6] - A shareholder call is scheduled for the week of July 14, 2025, to discuss Q2 2025 results and the proposed Business Combination [3] Group 2 - The CEO of 180 Degree Capital highlighted a year-to-date net total return of $0.16, or +3.4%, which compares favorably to the +1.1% total return of the Russell Microcap Index [4] - The gross total return of public investments for the first half of 2025 was approximately +16.0%, significantly outperforming the -1.1% total return of the Russell Microcap Index [4] - The company believes there are material value creation opportunities for its holdings leading up to the anticipated close of the Business Combination, pending shareholder and regulatory approvals [4] Group 3 - The proposed Business Combination is viewed as a unique opportunity for future value creation for all shareholders of 180 Degree Capital [4] - The company is close to completing the SEC review process, which will allow it to seek shareholder approval for the Business Combination [4] - 180 Degree Capital focuses on investing in undervalued small publicly traded companies with potential for significant turnarounds through constructive activism [5]
Globalink Investment Inc. Announces Extension of the Deadline to Complete a Business Combination to August 9, 2025
Globenewswire· 2025-07-07 20:05
Company Overview - Globalink Investment Inc. is a special purpose acquisition company formed to effect mergers, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [2] - The company has no restrictions on the industry or geographic region for its targets, but intends to focus on the medical technology and green energy sectors in North America, Europe, Southeast Asia, and Asia (excluding China, Hong Kong, and Macau) [2] Recent Developments - On July 3, 2025, Globalink deposited $0.15 per public share, totaling $10,890.15, into its trust account to extend the deadline for completing its initial business combination from July 9, 2025, to August 9, 2025 [1] - This extension marks the twenty-fifth extension since the company's initial public offering on December 9, 2021, and is the second of up to six extensions permitted under the company's governing documents [1]
Aimfinity Investment Corp. I Announces New Monthly Extension for Business Combination
Globenewswire· 2025-06-30 12:00
Core Viewpoint - Aimfinity Investment Corp. I (AIMA) is extending the deadline for its initial business combination from June 28, 2025, to July 28, 2025, by depositing $55,823.8 into its trust account, which amounts to $0.05 per Class A ordinary share held by public shareholders [1][2]. Company Overview - Aimfinity Investment Corp. I is a special purpose acquisition company (SPAC) that focuses on merging with high-growth potential businesses to facilitate their entry into the capital markets [3]. Business Combination Details - AIMA has entered into a Merger Agreement with Docter and its subsidiaries, proposing a business combination that involves a reincorporation merger and an acquisition merger [4]. - The company is allowed to extend the completion date of its business combination on a monthly basis until October 28, 2025, by making monthly extension payments into the trust account [2]. Shareholder Information - AIMA has mailed proxy statements and other relevant documents to its shareholders as of February 25, 2025, regarding the proposed business combination [9]. - Shareholders are encouraged to read the proxy statement/prospectus and other documents filed with the SEC for important information about AIMA and the proposed transactions [4][9].
180 Degree Capital Corp. Amends Election of Director Special Meeting Date Pursuant to Shareholder Demand Under New York Business Law
Globenewswire· 2025-06-27 12:00
Core Points - 180 Degree Capital Corp. has rescheduled its special meeting of shareholders for electing directors to September 15, 2025 [1] - The date change follows discussions with shareholders who submitted a demand letter on June 17, 2025, acknowledging the company's focus on minimizing expenses and maximizing net asset value ahead of a proposed merger with Mount Logan Capital Inc. [2] - The company anticipates securing necessary regulatory approvals to hold the special meeting and potentially close the merger before the new meeting date [2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4] - The company plans to file a proxy statement with the SEC regarding the Director Election Special Meeting and the Business Combination with Mount Logan [5][7] - The merger agreement between 180 Degree Capital and Mount Logan Capital Inc. was established on January 16, 2025, and involves an all-stock transaction [6]
DNOW (DNOW) Earnings Call Presentation
2025-06-26 23:09
Transaction Overview - DNOW 将以全股票合并交易方式收购 MRC[28] - MRC 股东每股 MRC 股份将获得 0.9489 股 DNOW 股份[28] - 合并后的企业价值约为 30 亿美元,包括 MRC 的净债务[28] Financial Synergies and Accretion - 预计在交易完成后三年内实现 7000 万美元的年度成本协同效应[28] - 预计交易完成后第一年调整后的每股收益将实现两位数的增长[28] - 预计交易完成后的 Pro Forma 净杠杆率低于 0.5 倍,并在交易完成后的第一年实现净现金头寸[28] Combined Company Profile - 合并后的公司预计年收入约为 53 亿美元[37, 58, 71] - 调整后的 EBITDA 约为 4.3 亿美元[37] - 调整后的 EBITDA 利润率约为 8.0%[37] - 运营产生的现金流约为 5 亿美元[37] Geographic Reach - DNOW 在美国拥有 165 个分支机构,MRC 在美国拥有 197 个分支机构[32] - 合并后的公司在超过 20 个国家/地区拥有业务[53] - 合并后的公司收入的 82% 来自美国,14% 来自加拿大,4% 来自国际市场[51] Cost Synergies Breakdown - 预计 2026 年实现 1700 万美元的税前运行率协同效应[81] - 预计 2027 年实现 4200 万美元的税前运行率协同效应[81] - 预计 2028 年实现 7000 万美元的税前运行率协同效应[81]
MRC Global (MRC) M&A Announcement Transcript
2025-06-26 22:15
Summary of MRC Global and DNOW Merger Conference Call Company and Industry Overview - **Companies Involved**: MRC Global (MRC) and DNOW - **Industry**: Energy and Industrial Solutions Key Points and Arguments 1. **Merger Announcement**: The merger between DNOW and MRC Global is described as a transformational combination aimed at creating a premier energy and industrial solutions provider, enhancing long-term sustainable growth and shareholder value [4][5][6] 2. **Transaction Structure**: The merger is structured as an all-stock transaction with an enterprise value of approximately $3 billion. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock [7][8] 3. **Ownership Post-Merger**: Upon closing, DNOW and MRC Global shareholders will own approximately 56.5% of the combined company on a fully diluted basis [7] 4. **Expected Synergies**: The merger is expected to generate annual run rate pretax synergies of $70 million within three years, primarily from public company costs, corporate and IT systems, and operational efficiencies [7][23] 5. **Financial Strength**: The combined company anticipates starting with revenues of approximately $5.3 billion and expects the transaction to be accretive to adjusted EPS in the first year following the close [13][22] 6. **Geographic and Product Expansion**: The merger will enhance the geographic footprint and product offerings, allowing the combined company to serve customers globally across more than 350 service and distribution locations [14][15] 7. **Customer-Centric Approach**: Both companies emphasize a customer-first mindset, aiming to leverage their combined strengths to better serve existing customers and attract new ones [29][30] 8. **Capital Structure and Liquidity**: The combined entity will have over $200 million in cash and a $500 million revolving credit facility, with additional commitments to expand the credit facility by $250 million at the close of the merger [8][27] 9. **Integration Strategy**: The focus will be on retaining top talent and driving revenue growth through cross-selling opportunities, with branch network efficiencies evaluated as integration progresses [58][60] Additional Important Content 1. **Regulatory Approval**: The companies do not anticipate regulatory issues, believing the merger will enhance customer choice and service capabilities [49] 2. **Cost Savings**: The expected cost savings will come from systems consolidation, distribution network optimization, and operational efficiencies, although specific integration costs have not yet been estimated [23][50] 3. **Long-Term Value Creation**: The merger is positioned to create long-term value through disciplined capital allocation, including organic growth investments, share repurchases, and potential future M&A [58][27] 4. **Market Opportunities**: The combined company aims to penetrate growing sectors such as alternative energy, artificial intelligence infrastructure, and mining, leveraging each company's strengths [20][19] This summary encapsulates the key points discussed during the conference call regarding the merger between MRC Global and DNOW, highlighting the strategic rationale, expected benefits, and future outlook for the combined entity.