Core Viewpoint - Crown Electrokinetics Corp. has entered into a definitive Merger Agreement with Crown EK Acquisition LLC, which will lead to Crown becoming a wholly owned subsidiary of Parent, controlled by Douglas Croxall, the Company's Chairman and CEO [1][2][3]. Group 1: Merger Agreement Details - The Merger Agreement stipulates that Purchaser will initiate a tender offer to acquire all outstanding shares of Crown's common stock at a cash price of $3.15 per share [2]. - The transaction has received unanimous approval from a special committee of independent directors, who determined it to be fair to Crown's unaffiliated public stockholders [3]. - The tender offer is expected to commence within 15 business days and will remain open for 20 business days, unless extended [4]. Group 2: Transaction Structure and Timeline - The transaction is not subject to a financing condition and is anticipated to close promptly after the successful completion of the tender offer [4]. - Additional information regarding the transaction will be filed with the SEC and made available on Crown's investor relations website [5]. Group 3: Company Overview - Crown is recognized as a leading provider of innovative technology infrastructure solutions, operating across multiple sectors including Smart Windows and Construction [6].

Group 1 - The Company intends to consider the delisting of all outstanding shares from trading on the regulated market AB Nasdaq Vilnius at an extraordinary general meeting scheduled for 30 June 2025 [1] - Shareholders wishing to vote "for" the delisting decision are encouraged to submit their draft resolutions by 5 June 2025 [1] - A letter from shareholder AB "HISK" has been received regarding the provision of draft decisions for the upcoming meeting [1] Group 2 - The draft resolution proposes to initiate the delisting of all outstanding shares from trading on the regulated market AB Nasdaq Vilnius [2] - Article 33(7) of the Law of the Republic of Lithuania on Securities requires shareholders voting "for" the delisting to submit a tender offer, but the proposal allows AB "HISK" to submit the tender offer while other shareholders retain the right to sell their shares during the tender offer [3] - The decisions regarding delisting and the related tender offer are valid only if the tender offer price does not exceed the established price [3] Group 3 - The tender offer price for delisting will be set at EUR 0.735, which includes a 33% premium over the fair price of EUR 0.553 as per the relevant legal provisions [4] - The draft resolution authorizes the General Manager of the Company to take necessary actions and submit documents for the delisting process after the tender offer is implemented [5][6]

Nexa Resources Announces Tender Offers for Any and All of Its 2027 and 2028 Notes March 31, 2025 9:23 AM EDT | Source: Nexa Resources Luxembourg, Luxembourg--(Newsfile Corp. - March 31, 2025) - Nexa Resources S.A. (NYSE: NEXA) ("Nexa Resources," "Nexa" or the "Company") announced today that it has commenced a cash tender offer for any and all of its outstanding: (1) 5.375% Notes due 2027 (the "2027 Notes" and the "2027 Tender Offer") (144A CUSIP / ISIN: 91832C AA4/US91832CAA45 and Reg S CUSIP / ISIN: P98118 ...

Core Viewpoint - The Dow Chemical Company ("TDCC") has announced a tender offer to purchase certain debt securities for an aggregate consideration of up to $1.0 billion, which includes securities from its subsidiaries Rohm and Haas and Union Carbide Corporation [1][10]. Group 1: Tender Offer Details - The tender offer is part of TDCC's strategy to manage its debt and is detailed in the Offer to Purchase dated February 25, 2025 [1][10]. - The early participation date for the tender offer was set for March 10, 2025, and the expected early settlement date is March 13, 2025 [5][6]. - Holders of validly tendered securities will receive total consideration in cash, which includes an early participation amount of $30 per series of securities [4][6]. Group 2: Securities Information - The tender offer includes various series of securities, with specific amounts and terms outlined, such as the 0.500% Notes Due 2027 and the 7.850% Debentures Due 2029, which have been accepted for purchase [3][9]. - The total consideration for each $1,000 or €1,000 principal amount of securities validly tendered includes accrued interest from the last payment date to the early settlement date [7][8]. - Due to the tender cap, not all tendered securities will be accepted; only specific amounts of certain securities will be purchased on a prorated basis [9]. Group 3: Financial Management - TDCC has retained Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. as joint lead dealer managers for the tender offer, indicating a structured approach to managing the transaction [11]. - The company aims to optimize its capital structure through this tender offer, reflecting a proactive stance in financial management [1][10]. Group 4: Company Background - Dow Inc. operates as a leading materials science company with a focus on high-growth markets, achieving approximately $43 billion in sales in 2024 [14]. - Rohm and Haas and Union Carbide Corporation are wholly owned subsidiaries of TDCC, contributing to its diversified portfolio in chemicals and polymers [15].