Business combination

Search documents
Pelican Acquisition Corporation Signs Letter of Intent to Acquire Greenland Exploration Limited
Globenewswire· 2025-06-23 20:39
NEW YORK, June 23, 2025 (GLOBE NEWSWIRE) -- Pelican Acquisition Corporation (NASDAQ: PELI, the “Company” or “Pelican”), a Cayman Islands exempted company formed as a special purpose acquisition company, today announced that it has entered into a non-binding letter of intent (“LOI”) with Greenland Exploration Limited (“Greenland Exploration” or “GEL”) to pursue a potential business combination. Greenland Exploration is a Texas-based special purpose vehicle focused on developing strategic interests in North A ...
Crown Announces Entry into Merger Agreement
Globenewswire· 2025-06-09 13:00
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].
Kyivstar Group Reaches Nasdaq Listing Milestone with Public Filing of Registration Statement on Form F-4
Globenewswire· 2025-06-05 21:20
Core Points - Kyivstar Group Ltd., Ukraine's leading digital operator, has filed a Registration Statement with the SEC as part of its plans to list on Nasdaq following a business combination with Cohen Circle Acquisition Corp. I [1][2][3] - The business combination is expected to close in the third quarter of 2025, pending shareholder approval and customary closing conditions [3][4] - Kyivstar Group serves over 23 million mobile customers and 1.1 million home internet customers, and plans to invest USD 1 billion in Ukraine by 2027 [5] Company Overview - Kyivstar Group operates as a major provider of mobile communication in Ukraine, offering a range of services including 4G, big data, cloud solutions, and digital TV [5] - VEON, the parent company of Kyivstar Group, provides digital services to nearly 160 million customers across six countries [6] - Cohen Circle Acquisition Corp. I is a special purpose acquisition company formed to facilitate mergers and business combinations in the technology and financial services sectors [7][8]
Kyivstar Group Reports First Quarter 2025 Financial Results in Conjunction with its Nasdaq Listing Process
Globenewswire· 2025-06-05 21:00
Core Insights - Kyivstar Group reported strong financial results for Q1 2025, with total operating revenue reaching USD 255 million, a 37.1% increase year-on-year in USD terms and 49.6% in local currency [2][5][6] - The company achieved a profit of USD 44 million for the period, reflecting a 22.2% year-on-year increase in USD and a 33.7% increase in local currency terms, resulting in a profit margin of 17.3% [2][5][6] - Adjusted EBITDA for Q1 2025 was USD 140 million, up 50.5% year-on-year in USD and 64.6% in local currency, with an adjusted EBITDA margin of 54.9% [2][5][6] Financial Performance - Total operating revenue for Q1 2025 was USD 255 million, up 37.1% year-on-year in USD and 49.6% in local currency [2][5][6] - Profit for the period amounted to USD 44 million, a 22.2% increase year-on-year in USD and 33.7% in local currency [2][5][6] - Adjusted EBITDA reached USD 140 million, representing a 50.5% year-on-year increase in USD and 64.6% in local currency [2][5][6] Customer Growth - The Multiplay customer base increased by 40.7% year-on-year to 6.1 million, representing 29.5% of one-month-active mobile customers [6] - Total digital monthly active users across Kyivstar Group's digital applications reached 10.3 million in Q1 2025, up 32.9% from 7.7 million a year earlier [6] Strategic Initiatives - The company completed the acquisition of Uklon, a leading ride-hailing business, for approximately USD 155.2 million and increased its stake in Helsi, Ukraine's largest digital health platform, from 69.99% to 97.99% [5][14] - Kyivstar Group is progressing towards a listing on the Nasdaq Stock Market, with a registration statement filed in conjunction with a business combination with Cohen Circle [8][10]
Safe Shot to Capitalize on Yerbae’s Strong Retail Presence & Distributor Network Following Acquisition
Globenewswire· 2025-05-23 12:00
Core Insights - Safety Shot, Inc. anticipates a 1000% increase in annual revenue for 2025 compared to 2024 following the acquisition of Yerbae Brands Corp. [1] - The acquisition is expected to enhance Safety Shot's market position by leveraging Yerbae's retail presence, distributor network, and innovative product offerings [1][2]. Retail Expansion - Yerbae has established a strong retail presence, including partnerships with North America's largest club store retailer, Kroger, and Sprouts Farmers Market, which will contribute to Safety Shot's growth [2][3][4]. - Yerbae's products are now authorized in over 1,200 Kroger locations across 22 states, with significant placements expected to increase in 2025 [3]. - Sprouts Farmers Market is expanding Yerbae's portfolio with a new SKU across 419 stores, following a 45.2% dollar growth in the previous year [4]. Distribution Network - Yerbae's distribution network is expanding through partnerships with various distributors, enhancing its reach in the Caribbean and West Coast ports [10]. - The company has secured placements in over 340 national accounts, including major corporations like Google and Spotify, further broadening its market access [15]. Product Innovation - Safety Shot's flagship product, Sure Shot, is a patented wellness product designed to lower blood alcohol content while enhancing clarity and energy [11]. - Yerbae's beverages are marketed as zero calorie, zero sugar, and non-GMO, appealing to health-conscious consumers [12][13].
Sizzle Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Rights, Commencing May 23, 2025
Globenewswire· 2025-05-20 21:27
Group 1 - Sizzle Acquisition Corp. II announced that starting May 23, 2025, holders of units from its initial public offering can separately trade Class A ordinary shares and rights on the Nasdaq Global Market under the symbols "SZZL" and "SZZLR" respectively [1] - Units that are not separated will continue to trade under the symbol "SZZLU" on the Nasdaq Global Market [1] Group 2 - Sizzle Acquisition Corp. II is a special purpose acquisition company incorporated in the Cayman Islands, aiming to effect mergers, amalgamations, share exchanges, asset acquisitions, and similar business combinations across various industries [2] - The company plans to focus on sectors such as restaurant, hospitality, food and beverage, retail, consumer technology, real estate, mining, professional sports teams, airlines, and technology related to these industries in the United States and other developed countries [2] - The company intends to complete a business combination with an established business of scale that is poised for continued growth and led by a highly regarded management team [2]
CHARTER COMMUNICATIONS AND COX COMMUNICATIONS ANNOUNCE DEFINITIVE AGREEMENT TO COMBINE COMPANIES
Prnewswire· 2025-05-16 10:48
Core Viewpoint - The merger between Charter Communications and Cox Communications aims to create a leading entity in mobile and broadband communications, video entertainment, and customer service, benefiting employees, customers, communities, and shareholders [1][2]. Transaction Details - The proposed transaction values Cox Communications at an enterprise value of approximately $34.5 billion, consisting of $21.9 billion in equity and $12.6 billion in net debt and other obligations [1][2]. - Charter will acquire Cox's commercial fiber and managed IT and cloud businesses, while Cox will contribute its residential cable business to Charter Holdings [3]. - Cox Enterprises will receive $4 billion in cash, $6 billion in convertible preferred units, and approximately 33.6 million common units in Charter's existing partnership, valued at $11.9 billion [4]. Governance Structure - Post-transaction, Chris Winfrey will remain as President & CEO, with Alex Taylor joining as Chairman of the Board [8]. - Cox will have the right to nominate two additional board members to Charter's 13-member board [8]. Community and Employee Impact - Charter plans to invest $50 million to establish a foundation for community leadership and support, alongside a $5 million employee relief fund [11]. - The combined company will adopt Charter's employee-focused model, ensuring starting wages of at least $20 per hour and comprehensive benefits [15]. Strategic Objectives - The merger will enhance product offerings across Cox's 12 million passings and 6 million existing customers under the Spectrum brand, providing improved pricing and service options [12]. - The combined entity aims to create a best-in-class customer service model, integrating Cox's service history with Charter's U.S.-based service commitments [13]. Financial Expectations - Charter anticipates approximately $500 million in annualized cost synergies within three years of closing, primarily from procurement and overhead savings [17]. - The combined company will assume approximately $12 billion in Cox's outstanding debt, resulting in a net leverage of approximately 3.9x [18].
Arcadia Biosciences(RKDA) - 2025 Q1 - Earnings Call Transcript
2025-05-08 19:00
Financial Data and Key Metrics Changes - In Q1 2025, total revenues were approximately $1.2 million, representing a 22% increase year over year [16] - Zola revenues increased 90% compared to the same period last year, driven by a 70% increase in new distribution [4][17] - The cost of revenues in Q1 was approximately $680,000, a 45% increase year over year, with a gross margin rate of 43% compared to 52% in Q1 2024 [17] - Selling, general and administrative costs were $1.7 million, down from $2.1 million in Q1 2024 [19] Business Line Data and Key Metrics Changes - Zola coconut water sales increased 90% year over year, with sell-through data showing a 76% increase [4][6] - The company has successfully launched new flavors, with pineapple sales in the first four months of 2025 surpassing total sales from the previous year [7] - The company has a healthy pipeline and is in discussions with new customers and distributors representing over 50% of its current customer base [8] Market Data and Key Metrics Changes - The coconut water category grew 24% during the same period, indicating Zola's growth is significantly outpacing the overall market [6] - Zola's market presence is expected to expand, with new customer accounts already won in Q2 [8] Company Strategy and Development Direction - The company is focused on monetizing its intellectual property and exiting its legacy ag tech business [10][12] - A pending business combination with Roosevelt Resources is on track to be completed by the end of summer 2025, with a fixed equity share ratio established [13][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the continued momentum from 2024 into 2025, with strong sales growth and a robust pipeline of opportunities [35] - The company does not anticipate significant impacts from recently announced tariffs due to proactive inventory management and cost-saving measures [9] Other Important Information - The company completed a transaction to regain rights to certain patents, eliminating a $1 million contingent liability from its balance sheet [12][19] - Cash at the end of Q1 was $3.2 million, down from $4.2 million at the start of the year, reflecting ongoing M&A expenses [20] Q&A Session Summary Question: Can you quantify any successes in expanding the distribution pipeline for Zola? - Management indicated that the pipeline is about half of the current distribution, which is approximately 3,500 stores [27] Question: Will the momentum in distribution be reflected in 2025 financials? - Management expects that most of the awarded accounts will impact 2025 financials, despite a potential lag in product placement [28] Question: Is there any commercial value in the remaining patent from the legacy ag biotech business? - There is potential commercial value, but it is licensed to a third party, which is two years away from commercialization [29] Question: When is the expected receipt of the $2.5 million initial payment for the note receivable? - Management confirmed that the payment is scheduled for receipt in Q2 [31]
Arcadia Biosciences (RKDA) Announces First Quarter 2025 Financial Results and Business Highlights
GlobeNewswire News Room· 2025-05-08 12:02
Core Insights - Arcadia Biosciences, Inc. reported a 22% year-over-year increase in total revenues, driven by a 90% growth in Zola® coconut water sales [1][6] - The company successfully sold patents for $750,000 and eliminated $1 million in liabilities, indicating a strategic exit from its legacy business [3] - An amendment to the Roosevelt agreement has been made to provide greater certainty regarding the exchange ratio, enhancing ownership certainty for Arcadia's stockholders post-transaction [4] Financial Performance - Total revenues for Q1 2025 reached $1.2 million, up from $987,000 in Q1 2024, marking a $213,000 increase [4] - Zola coconut water sales accounted for the entire revenue increase, with sales rising by $567,000, or 90%, compared to the same period last year [6] - Operating expenses decreased significantly by $1.9 million, primarily due to reductions in selling, general and administrative expenses [7][10] Profitability Metrics - Income from continuing operations improved to $530,000 in Q1 2025, compared to a loss of $1.6 million in Q1 2024, reflecting a 133% favorable change [4] - Net income attributable to common stockholders was $2.6 million, or $1.90 per share, a $5 million improvement from a net loss of $2.4 million, or $1.78 per share, in Q1 2024 [11] Operational Highlights - Gross margins have exceeded 30% for nine consecutive quarters, indicating strong operational efficiency [2] - Distribution of Zola coconut water grew by 70% year-over-year, contributing to the sales increase [2] - The company did not implement any price increases during 2024 or Q1 2025, focusing on volume growth instead [6]
John Bean Technologies(JBT) - 2025 Q1 - Earnings Call Transcript
2025-05-05 16:02
Financial Data and Key Metrics Changes - JBT Morell's first quarter revenue exceeded guidance by $19 million, driven by better-than-expected equipment shipments and strong recurring revenue [17] - Adjusted EBITDA margin was 13.1%, outperforming guidance by 60 basis points, attributed to volume flow-through, favorable mix, and good expense control [17] - Free cash flow for the quarter was $18 million, including approximately $42 million in one-time M&A related payments [19] Business Line Data and Key Metrics Changes - JBT segment revenue increased by 4% year over year, or 5.6% on a constant currency basis, with adjusted EBITDA of $61 million, a 6% increase [18] - MRL segment revenue was flat year over year but grew 2% on a constant currency basis, with adjusted EBITDA of $51 million, a 19% increase [19] Market Data and Key Metrics Changes - Demand from the poultry industry continued to recover, contributing to a 12% year-over-year increase in orders [6] - The company experienced broad-based strength across global regions, with healthy orders in meat, beverage, pharma, and pet food [6] Company Strategy and Development Direction - The company is focused on integrating its operations to enhance service capabilities and product offerings, positioning itself as a leader in sustainable food solutions [15] - JBT Morell aims to leverage its global footprint and available capacity to manage tariff impacts and maintain competitive positioning [8] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate macroeconomic uncertainties and tariff impacts, noting that approximately half of the revenue comes from resilient recurring sources [11] - The company has temporarily suspended full-year financial guidance due to uncertainties but provided second-quarter guidance reflecting strong competitive positioning [21] Other Important Information - The estimated annualized cost impact from tariffs is approximately $50 million to $60 million, with efforts underway to mitigate these costs [10] - The company is on track to achieve targeted cost synergies of $150 million by the end of 2027 [20] Q&A Session Summary Question: Thoughts on guidance and customer behavior changes - Management indicated that the decision to pull full-year guidance was due to lack of clarity in the environment, with no significant changes in customer behavior noted [26][28] Question: Differences in customer behavior between U.S. and international markets - Management noted ongoing conversations regarding equipment pricing and potential shifts in manufacturing locations due to tariffs, but demand remains strong [30][33] Question: Impact of tariffs on recurring revenue - Management believes that recurring revenue will remain strong, with no significant pullback observed in parts orders [35] Question: Details on backlog and order delays - Management clarified that backlog figures may differ due to foreign exchange impacts and adjustments during the integration process, with no cancellations reported [45] Question: Insights on fish market performance - Management noted challenges in the white fish market but highlighted improvements in the salmon industry, indicating a positive outlook for production growth [62][65]