Merger
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Bloomberg· 2025-10-30 17:38
Novo Nordisk will pay for its Metsera merger now, even if the merger never happens. (via @opinion) https://t.co/sznol3hu0m ...
NLS Pharmaceutics Ltd. Announces 1-for-10 Reverse Share Split and Name Change in Connection with Proposed Merger with Kadimastem
Prnewswire· 2025-10-29 10:00
Core Points - NLS Pharmaceutics Ltd. plans to execute a reverse share split at a ratio of 1-for-10, effective on October 30, 2025, in conjunction with a merger with Kadimastem Ltd. [1][2] - Following the reverse split, the company's common shares will trade under the new symbol "NCEL" starting October 31, 2025 [1][2] - The reverse split will also apply to preferred shares and preferred participation certificates at the same 1-for-10 ratio [3] Company Structure Post-Merger - After the reverse split and merger, the company's registered capital will consist of CHF 282,908.80, divided into 5,533,183 common shares and 124,993 preferred shares, among other capital structures [4] - The total outstanding common shares will be 4,558,378, with additional shares issuable upon the exercise of pre-funded warrants [6] Shareholder Impact - No fractional shares will be issued; instead, cash will be provided for any fractional shares resulting from the reverse split [5] - The reverse split will not affect shareholders' percentage ownership or voting power, aside from minor adjustments due to fractional shares [5]
Park National Bank welcomes First Citizens National Bank in strategic partnership
Globenewswire· 2025-10-27 20:01
Core Viewpoint - Park National Corporation and First Citizens Bancshares, Inc. have entered into a definitive merger agreement, enhancing lending capacity and broadening financial service offerings for First Citizens' customers [1][2][3] Company Overview - Park National Corporation, headquartered in Newark, Ohio, has total assets of $9.9 billion as of September 30, 2025, and operates through its subsidiary, The Park National Bank [9] - First Citizens Bancshares, Inc., based in Dyersburg, Tennessee, has total assets of $2.6 billion as of September 30, 2025, and is the holding company for First Citizens National Bank [10] Merger Details - The merger involves FIZN merging into Park, followed by First Citizens National Bank merging into The Park National Bank, with Jeff Agee leading the new Tennessee Region [1][4] - The transaction is an all-stock deal where FIZN shareholders will receive 0.52 shares of Park common stock for each share of FIZN, valuing FIZN at approximately $317.3 million [5][6] - Upon completion, the combined company will have pro forma total assets of $12.5 billion, deposits of $10.5 billion, and loans of $9.6 billion [4][6] Strategic Rationale - The merger is seen as a strategic step for both companies, aligning with Park's long-term growth strategy and enhancing service capabilities for commercial and small business customers [2][3][4] - Park aims to maintain First Citizens' community support legacy and philanthropic commitments [1][3] Financial Impact - The transaction is expected to be approximately 15% accretive to 2026 earnings per share, with slight accretion to tangible book value per share [6] - The implied FIZN per share price is $82.96, with a price to tangible book value per share of 168% and a price to trailing twelve months earnings per share of 13.5 times [5]
Alcon and STAAR Surgical Announce Adjournment of STAAR Special Meeting of Stockholders
Businesswire· 2025-10-23 16:09
Core Points - Alcon and STAAR Surgical have agreed to adjourn STAAR's Special Meeting of Stockholders originally scheduled for October 23, 2025, in relation to their merger agreement [1][2] - The new date for the Special Meeting is set for November 6, 2025, at 8:30 a.m. Pacific Time, with the record date for eligible stockholders remaining September 12, 2025 [2] Company Information - Alcon is a global leader in eye care with over 75 years of experience, offering a wide range of products that enhance sight and improve lives, impacting over 260 million people annually in more than 140 countries [3] - STAAR Surgical specializes in implantable phakic intraocular lenses, providing vision correction solutions that reduce or eliminate the need for glasses or contact lenses, with over 3 million ICLs sold in more than 75 countries [4]
Union Pacific(UNP) - 2025 Q3 - Earnings Call Presentation
2025-10-23 12:45
Financial Performance - Union Pacific's reported operating income for the third quarter of 2025 was $2.5 billion, a 6% increase compared to the third quarter of 2024[13] - The adjusted operating income was $2.6 billion, a 7% increase compared to the same period[13] - The reported operating ratio was 59.2%, a 1.1 percentage point improvement compared to the third quarter of 2024[13] - The adjusted operating ratio was 58.5%, a 1.8 percentage point improvement[13] - Net income was reported at $1.8 billion, a 7% increase year-over-year, while adjusted net income also stood at $1.8 billion, reflecting a 9% increase[13] - Reported earnings per share (EPS) was $3.01, a 9% increase, and adjusted EPS was $3.08, a 12% increase compared to the third quarter of 2024[13] Revenue and Volume - Total freight revenue reached $5.927 billion, a 3% increase compared to the third quarter of 2024[17] - Bulk commodity revenue was $1.930 billion, a 7% increase compared to the third quarter of 2024, with a volume of 530 thousand, also a 7% increase[31] - Industrial commodity revenue was $2.194 billion, a 3% increase, with a volume of 574 thousand, also a 3% increase[31] - Premium commodity revenue was $1.803 billion, a 2% increase, with a volume of 1059 thousand, a 5% increase[31] Cash Flow and Capital Allocation - Union Pacific generated $7.1 billion in cash from operations year-to-date[22] - The company returned $5.1 billion to shareholders[26] - Free cash flow was $1.9 billion[26] - The company's capital plan includes $3.4 billion in investments[25]
NLS and Kadimastem Announce Receipt of Nasdaq Approval; Merger Expected to Close on October 30, 2025
Prnewswire· 2025-10-23 10:01
Core Viewpoint - NLS Pharmaceutics Ltd. and Kadimastem Ltd. are set to merge, creating a new entity named NewcelX Ltd., with significant ownership stakes for Kadimastem shareholders [1][2][5]. Merger Details - The merger is expected to close on October 30, 2025, with trading under the new name starting on October 31, 2025, pending customary closing conditions [3]. - Kadimastem's ordinary shares will be delisted from the TASE on October 31, 2025, following the merger [4]. - The final exchange ratio was determined to be approximately 6.92 NLS shares for each Kadimastem share pre-reverse stock split, translating to about 0.62 NLS shares per Kadimastem share post-split [5][6]. Ownership Structure - Post-merger, Kadimastem shareholders will own approximately 84.4% of the combined company, while NLS shareholders will hold about 15.6% [5][8]. Clinical and Development Programs - NewCelX will advance its clinical programs, including AstroRx® for Amyotrophic Lateral Sclerosis (ALS) and IsletRx for insulin-dependent diabetes, following successful technology transfer and clinical manufacturing agreements [9].
Norwood Financial (NWFL) - 2025 Q3 - Earnings Call Presentation
2025-10-22 13:00
Financial Performance (Q3 2025) - Net interest income reached $20.5 million, with a net interest spread of 2.94%[16] - Adjusted pre-provision net revenue was $10.6 million[16] - Adjusted net income totaled $8.8 million, resulting in adjusted diluted earnings per share of $0.94[16] - Adjusted return on average assets was 1.47%, and adjusted return on tangible equity was 17.66%[16] Merger and Acquisition - The company has filed all required applications with regulatory authorities for approval of the merger with PB Bankshares, Inc ("PBBKˮ)[6, 13] - The proposed merger transaction will be submitted to the shareholders of PBBK for their consideration[13] Balance Sheet and Portfolio - Total assets reached $2.4 billion[19] - Total gross loans amounted to $1.8 billion[19] - Total deposits totaled $2.1 billion[19] Credit Quality - Non-performing loans to total loans was 0.36% YTD[29] - Net charge-offs to total loans was 0.07% YTD[29] Deposit Composition - Non-interest bearing demand deposits account for 21% of the total deposit portfolio[31] - Interest bearing demand deposits account for 17% of the total deposit portfolio[31]
Novartis announces expiration of Hart-Scott-Rodino waiting period of Tourmaline Bio tender offer
Globenewswire· 2025-10-22 05:00
Core Points - Novartis announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in relation to its tender offer to acquire Tourmaline Bio at a price of $48.00 per share in cash [1][2] - The expiration of the HSR Act waiting period is a necessary condition for the completion of the merger agreement dated September 8, 2025, which includes the tender offer and subsequent merger [2] - The tender offer will expire at 11:59 p.m. Eastern Time on October 27, 2025, unless extended or terminated earlier [2] Company Information - Novartis is an innovative medicines company focused on improving and extending people's lives through its products, reaching over 300 million people globally [7]
Getty Images Announces Settlement of Exchange Offer and Consent Solicitation and Closing of $628,400,000 10.500% Senior Secured Notes Offering
Globenewswire· 2025-10-21 21:28
Core Points - Getty Images Holdings, Inc. announced the settlement of an exchange offer for its unsecured 9.750% Senior Notes due 2027, exchanging them for newly issued unsecured 14.000% Senior Notes due 2028 [1][2] - The exchange involved $294,686,000 aggregate principal amount of Old Notes being accepted for exchange, leaving $5,314,000 of Old Notes outstanding after the transaction [2] - The Issuer confirmed receipt of consents from a majority of the outstanding principal amount of Old Notes, leading to the execution of a supplemental indenture for proposed amendments [3] Financial Transactions - Getty Images closed a private offering of $628,400,000 aggregate principal amount of 10.500% Senior Secured Notes due 2030, which are senior secured obligations guaranteed by the same guarantors as its existing Senior Secured Notes [4] - The proceeds from the Senior Secured Notes will be used to pay approximately $350,000,000 in fees and expenses related to a merger with Shutterstock, as well as to refinance certain indebtedness of Shutterstock [5][6] Merger Details - The offering of Senior Secured Notes is linked to a proposed merger of equals with Shutterstock, aimed at creating a premier visual company [6] - If the merger is not consummated by October 6, 2026, the Senior Secured Notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued interest [6]
Synovus Q3 Earnings Top Estimates on Higher NII, Lower Provisions
ZACKS· 2025-10-16 17:21
Core Insights - Synovus Financial Corp. reported third-quarter 2025 adjusted earnings per share of $1.46, exceeding the Zacks Consensus Estimate of $1.36 and up from $1.23 a year ago, driven by strong growth in net interest income and non-interest revenues, alongside a decrease in provisions for credit losses [1][8] Financial Performance - Total revenues for the quarter were $611.1 million, reflecting an 8.2% increase year-over-year and surpassing the Zacks Consensus Estimate by 1% [3] - Net interest income rose 8% year-over-year to $474.7 million, with the net interest margin expanding by 4 basis points to 3.41% due to lower deposit costs and higher loan yields [3] - Non-interest revenues increased by 13% year-over-year to $140.7 million, attributed to higher core banking fees, wealth management income, and capital markets income [4] - Non-interest expenses were $348.7 million, up 11% year-over-year, primarily due to merger-related expenses of $23.8 million [4] Loan and Deposit Trends - As of September 30, 2025, total loans amounted to $43.8 billion, showing a slight increase from the previous quarter, while total core deposits were $44.9 billion, reflecting a slight decline [5] Credit Quality - Non-performing loans decreased by 33% year-over-year to $209.3 million, and total non-performing assets fell by 26% to $231.7 million [6] - Provisions for credit losses were $21.7 million, down 7% year-over-year, with net charge-offs decreasing by 43.7% to $15.2 million [6] Capital Ratios and Profitability - As of September 30, 2025, the Tier 1 capital ratio was 12.34%, and the total risk-based capital ratio was 14.07%, both improved from the previous year [7] - Adjusted return on average assets increased to 1.42% from 1.26% year-over-year, while adjusted return on average common equity rose to 15.78% from 15.02% [9] Merger Update - Synovus expects its pending merger with Pinnacle Financial Partners to close in the first quarter of 2026, pending regulatory and shareholder approvals [10] - The company anticipates a pro-forma Common Equity Tier 1 capital ratio of 10.1% at the merger close, reflecting a favorable rate environment and strong capital generation in Q3 2025 [11] Overall Assessment - The company demonstrated strong third-quarter performance, exceeding earnings expectations due to robust net interest income and higher non-interest revenues, with improving loan growth and credit quality supporting profitability [12]