Merger and acquisition

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Kent Lake Responds to Quanterix's Post-Effective Amendment and Akoya's Superior $1.40-per-Share Alternative Proposal
Prnewswire· 2025-05-23 18:21
Core Viewpoint - Kent Lake PR LLC, holding approximately 6.9% of Quanterix Corporation's outstanding common stock, criticizes Quanterix's pursuit of Akoya Biosciences, particularly in light of Akoya's unsolicited all-cash offer of $1.40 per share, which represents a 22% premium over Akoya's 30-day VWAP and Quanterix's implied offer price under the Amended Merger Agreement [1][2]. Group 1: Merger Agreement and Financial Implications - Quanterix's Amended Merger Agreement commits the company to pay $20 million in cash and issue 8.4 million new shares, which is viewed as a misguided approach to acquiring Akoya [2]. - Quanterix's current share price of approximately $4.75 reflects a significant discount to its net cash position, indicating investor concerns over potential value destruction from the merger [3]. - The enterprise value of Quanterix is reported to be negative $80 million, raising questions about the viability of the merger and the company's financial health [7]. Group 2: Shareholder Sentiment and Board Actions - The Quanterix Board is urged to reconsider its strategy regarding the Akoya acquisition, as pursuing an alternative proposal could jeopardize the company's balance sheet [4][6]. - There is a strong indication that Quanterix shareholders do not support the merger terms, as expressed by Dr. Toloue, who noted that major stockholders have concerns about the deteriorating market conditions [9]. - Kent Lake PR calls for the Quanterix Board to allow Akoya to accept a superior proposal without increasing the purchase consideration, emphasizing that any increase would breach fiduciary duty [8]. Group 3: Future Projections and Risks - Dr. Toloue's projections for the combined company to break even in 2026 are viewed skeptically, as the companies are currently burning over $80 million, and achieving promised synergies of $55 million would still leave a deficit [5]. - The anticipated NIH budget cuts in 2026 further complicate the outlook for significant revenue growth, making reliance on such projections risky [5].
Hudson Global (HSON) M&A Announcement Transcript
2025-05-22 15:00
Summary of Hudson Global and STAR Equity Holdings Merger Announcement Conference Call Industry and Companies Involved - **Companies**: Hudson Global and STAR Equity Holdings - **Industry**: Staffing and Recruitment Services Core Points and Arguments 1. **Merger Announcement**: Hudson and STAR signed a definitive merger agreement to form a new company, NewCo, through a stock-for-stock transaction where STAR shareholders will receive 0.23 shares of Hudson for each STAR share held [4][5] 2. **Ownership Structure**: Post-merger, Hudson shareholders will own approximately 79% of NewCo, while STAR shareholders will own about 21% [5] 3. **Financial Projections**: NewCo is expected to have pro forma annualized revenue exceeding $200 million and aims for annualized cost savings of at least $2 million within 12 months of the merger [6] 4. **Growth Goals**: NewCo targets reaching $40 million in adjusted EBITDA by February 2030, based solely on organic growth [7] 5. **Operational Segments**: NewCo will consist of four reporting segments: Building Solutions, Business Services, Energy Services, and Investments [7] 6. **Market Capitalization Benefits**: The merger is expected to improve stock trading liquidity and market capitalization, facilitating a potential addition to the Russell 2000 Index [6] 7. **NOL Utilization**: NewCo will better utilize Hudson's substantial federal net operating losses (NOL) compared to Hudson operating independently [7][17] Additional Important Content 1. **Cost Savings**: The merger is anticipated to eliminate duplicative costs associated with being a public company, potentially leading to greater cost savings than initially projected [14][15] 2. **Acquisition Strategy**: STAR's strategy focuses on acquiring businesses to complement existing platforms and establish new growth avenues, with a history of successful acquisitions [9][38] 3. **Operational Continuity**: Hudson RPO will maintain its day-to-day operations without disruption, focusing on customer service and growth orientation [11][20] 4. **Shareholder Approval**: A majority vote from both companies' shareholders is required for the merger to proceed, with a timeline expected in Q3 2025 [22][28] 5. **Dividends**: STAR's preferred stock will continue to pay dividends post-merger, with no changes expected for preferred shareholders [59][60] 6. **Market Dynamics**: The merger aims to address the challenges of being a microcap company, which often leads to illiquidity and undervaluation in the market [55] This summary encapsulates the key points discussed during the conference call, highlighting the strategic rationale behind the merger, financial expectations, and operational plans for the newly formed entity.
Star Equity Holdings and Hudson Global Sign Definitive Merger Agreement
Globenewswire· 2025-05-21 20:45
Accretive Combination Increases Scale, Diversifies Revenue Streams, and Leverages Corporate Overhead and Public Company Costs Better Positions both Companies to Accelerate Growth and Maximize Shareholder Value Companies to Host a Joint Conference Call on May 22 at 10:00 am ET to Discuss the Merger OLD GREENWICH, Conn., May 21, 2025 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (“Star”) (Nasdaq: STRR; STRRP) and Hudson Global, Inc. (“Hudson”) (Nasdaq: HSON) (the “Companies”), announced today the signing of ...
Transom Capital and SigmaTron International Announce Entry into Merger Agreement
Globenewswire· 2025-05-21 12:00
Core Viewpoint - Transom Capital Group has entered into a merger agreement to acquire SigmaTron International, with a total enterprise value of approximately $83 million, representing a significant premium over the company's recent stock prices [2][3]. Transaction Details - The merger agreement has been unanimously approved by SigmaTron's Board of Directors, and the tender offer will be for $3.02 per share in cash, which is about 134% higher than the closing market price on May 20, 2025 [2]. - The transaction is expected to close in the third quarter of 2025, pending the successful completion of the tender offer and other customary closing conditions [3]. - The acquisition will result in SigmaTron being wholly owned by Transom, and its shares will no longer be listed on Nasdaq [3]. Company Background - SigmaTron International is an electronic manufacturing services company, providing services such as printed circuit board assemblies and electro-mechanical subassemblies, with manufacturing facilities in the U.S., Mexico, China, and Vietnam [9]. - Transom Capital Group is a private equity firm focused on middle-market investments, known for its operationally intensive strategy and expertise in various complex situations [7][8].
NovelStem Announces Material Developments and Strategic Repositioning of the Company
Globenewswire· 2025-05-20 12:29
BOCA RATON, Fla., May 20, 2025 (GLOBE NEWSWIRE) -- NovelStem International Corp. (OTC Pink: NSTM) today announced recent material developments and the Company’s new strategic focus on seeking a merger partner in an effort to create shareholder value. In support of this goal, NovelStem’s Board is initiating discussions with potential merger prospects and a simultaneous process to reduce outstanding debt and to enhance its cash position. Additionally, NovelStem announced the extinguishment of approximately $3 ...
Charter Communications to buy cable TV rival Cox for nearly $22B
New York Post· 2025-05-16 15:10
Charter Communications said Friday it would buy privately held rival Cox Communications for $21.9 billion, uniting two of the largest US cable and broadband operators as they battle streaming giants and mobile carriers for customers.American media companies are considering options for their once lucrative cable TV businesses that are now in decline as millions of consumers pivot to streamers such as Netflix.The merger — one of the biggest deals of the year globally — will help Charter better bundle broadban ...
SHAREHOLDER ALERT: The M&A Class Action Firm Investigates the Merger of Landsea Homes Corporation - LSEA
Prnewswire· 2025-05-13 18:09
Group 1 - Monteverde & Associates PC is investigating Landsea Homes Corporation regarding its proposed merger with New Home Co, which involves a tender offer to acquire all outstanding shares at $11.30 per share in cash [1] - Monteverde & Associates PC has a successful track record in recovering millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2][3] Group 2 - The firm encourages shareholders with concerns about Landsea Homes Corporation to contact them for additional information free of charge [3] - Monteverde & Associates PC emphasizes that no company, director, or officer is above the law, reinforcing their commitment to shareholder rights [3] - The firm has a history of litigating and recovering money for shareholders, including cases that have reached the U.S. Supreme Court [2]
Carlyle Secured Lending(CGBD) - 2025 Q1 - Earnings Call Transcript
2025-05-07 16:02
Carlyle Secured Lending (CGBD) Q1 2025 Earnings Call May 07, 2025 11:00 AM ET Company Participants Nishil Mehta - MD & Portfolio ManagerJustin Plouffe - CEO, President & Interested DirectorThomas Hennigan - CFO & Interested DirectorFinian O'shea - Director, WFS ResearchMelissa Wedel - Vice President, U.S. Equities Research Operator Hello. Good day, and thank you for standing by. Welcome to the Carlyle Secured Lending, Inc. First Quarter twenty twenty five Earnings Call. At this time, all participants are in ...
Goldman Stock Dips 15% in 3 Months: Should You Hold or Exit?
ZACKS· 2025-05-06 16:15
The Goldman Sachs Group, Inc. (GS) shares have tumbled 15% in the past three months compared with the industry’s decline of 10.3%. The stock has been rattled by escalating trade war concerns, with tariffs raising fears of high inflation and a possible global economic slowdown.Following the broader market trend, GS’s peer JPMorgan (JPM) and Morgan Stanley’s (MS) shares fell 8% and 14.6%, respectively, over the same time frame.Price Performance Image Source: Zacks Investment Research Given the recent pullback ...
Kronos Bio Enters into Agreement to Be Acquired by Concentra Biosciences for $0.57 in Cash per Share Plus a Contingent Value Right
Globenewswire· 2025-05-01 12:30
CAMBRIDGE, Mass., May 01, 2025 (GLOBE NEWSWIRE) -- Kronos Bio, Inc. ("Kronos Bio") (Nasdaq: KRON), a biotechnology company that has been developing small molecule therapeutics to address cancers and other diseases driven by deregulated transcription, today announced that it has entered into a definitive merger agreement (the “Merger Agreement”) with Concentra Biosciences, LLC ( “Concentra”), whereby Concentra will acquire Kronos Bio for $0.57 in cash per share of Kronos Bio common stock (“Kronos Bio Common ...