Corporate Acquisition

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ALERT: Rowley Law PLLC is Investigating Proposed Acquisition of Dayforce, Inc.
Prnewswire· 2025-08-21 21:06
Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by Dayforce, Inc. and its board of directors regarding the proposed acquisition by Thoma Bravo, which values the transaction at approximately $12.3 billion [1]. Group 1: Acquisition Details - Dayforce, Inc. stockholders will receive $70.00 for each share they hold as part of the acquisition [1]. - The acquisition transaction is expected to close in early 2026 [1]. Group 2: Legal Investigation - Rowley Law PLLC is representing shareholders in the investigation concerning the acquisition [1]. - Additional information regarding the investigation can be obtained through Rowley Law PLLC's website or by contacting their office directly [2].
The Home Depot Announces Early Termination of HSR Act Waiting Period for Tender Offer to Acquire GMS Inc.
Prnewswire· 2025-08-21 12:15
Core Viewpoint - The Home Depot has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, facilitating its tender offer to acquire GMS at $110.00 per share in cash [1][2]. Group 1: Tender Offer Details - The tender offer is for all outstanding shares of GMS, priced at $110.00 per share, and is subject to certain conditions [1]. - The termination of the waiting period under the HSR Act is a necessary condition for the consummation of the tender offer and the merger agreement dated June 29, 2025 [2]. - The tender offer will expire at 11:59 p.m. Eastern time on August 22, 2025, unless extended or terminated [3]. Group 2: Company Overview - The Home Depot is the largest home improvement specialty retailer globally, operating over 2,353 retail stores and more than 325 distribution centers [4]. - The company employs over 470,000 associates and is publicly traded on the New York Stock Exchange [4].
Mural Oncology Announces Entry into Agreement to be Acquired by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty for between $2.035 and $2.24 in Cash per Share
Globenewswire· 2025-08-20 12:30
Core Viewpoint - Mural Oncology plc has entered into a definitive agreement with XOMA Royalty Corporation for the acquisition of Mural's entire issued share capital, which is seen as beneficial for Mural shareholders following a strategic review process [1][52]. Transaction Details - The acquisition will provide Mural shareholders with a base cash price of $2.035 per share, with the potential for an additional cash amount of up to $0.205 per share based on Mural's Closing Net Cash exceeding estimated amounts [2][54]. - The total valuation of Mural's share capital in the acquisition is approximately $36.2 million, excluding any additional payments [4][56]. - The acquisition is expected to close by the end of 2025, subject to shareholder approval and High Court sanction [9][53]. Strategic Review Background - Mural Oncology is focused on developing cytokine-based immunotherapies for cancer treatment [13][63]. - Following unsuccessful clinical trials, Mural decided to explore strategic alternatives to maximize shareholder value, leading to the acquisition proposal from XOMA Royalty [14][64]. - The Mural Board evaluated various options, including liquidation and reverse takeovers, concluding that the acquisition was the best route for shareholder value [71][72]. Board Recommendations - The Mural Board, advised by Lucid Capital Markets, considers the acquisition terms fair and reasonable, recommending that shareholders vote in favor [8][73]. - Mural directors holding approximately 0.42% of shares have committed to vote in favor of the acquisition [7][74].
The Home Depot Announces Withdrawal and Refiling of Premerger Notification and Report Form under the HSR Act and Extension of Tender Offer to Acquire GMS Inc.
Prnewswire· 2025-08-07 20:15
Core Viewpoint - The Home Depot has withdrawn and refiled its Premerger Notification and Report Form under the HSR Act for its acquisition of GMS Inc., extending the tender offer deadline to August 22, 2025 [1][2][3]. Group 1: Acquisition Details - The Home Depot, through its subsidiary Gold Acquisition Sub, Inc., is making an all-cash tender offer to purchase all outstanding shares of GMS at a price of $110.00 per share [1]. - The initial Premerger Notification was filed on July 21, 2025, and the waiting period under the HSR Act has restarted with the new expiration set for August 22, 2025 [2]. - The tender offer has been extended from August 8, 2025, to August 22, 2025, with all other terms remaining unchanged [3]. Group 2: Tender Offer Status - As of August 6, 2025, approximately 13,208,330 shares, representing about 34.7% of the outstanding shares, have been validly tendered [4]. - Stockholders who have already tendered their shares do not need to take any further action due to the extension of the tender offer [4]. Group 3: Company Overview - The Home Depot is the largest home improvement specialty retailer globally, operating over 2,350 retail stores and employing more than 470,000 associates [6].
TCM Group A/S to acquire remaining 55% of shares in Celebert ApS
Globenewswire· 2025-08-06 19:48
COMPANY ANNOUNCEMENT No. 229/2025 Tvis, 6 August 2025 TCM Group A/S to acquire remaining 55% of shares in Celebert ApS TCM Group A/S has today entered into an agreement to acquire the remaining 55% of the shares in Celebert ApS, following the decision of the majority shareholder to exercise its put option. The exercise of the put option was expected and in line with our communication in the Annual report for 2024. The transaction is subject to usual regulatory approvals including an approval from the compet ...
StoneX Group Inc. Reports Fiscal 2025 Third Quarter Financial Results
Globenewswire· 2025-08-05 20:34
Quarterly Net Operating Revenues of $488.3 million, up 4% Quarterly Net Income of $63.4 million, Quarterly ROE of 13.1%, YTD ROE of 15.9% Quarterly Diluted EPS of $1.22 per share NEW YORK, Aug. 05, 2025 (GLOBE NEWSWIRE) -- StoneX Group Inc. (the “Company”; NASDAQ: SNEX), a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service an ...
StoneX Completes Acquisition of The Benchmark Company to Expand Investment Banking Capabilities
Globenewswire· 2025-08-05 11:30
Core Viewpoint - StoneX Group Inc. has successfully completed the acquisition of The Benchmark Company, enhancing its capital markets capabilities and establishing a stronger presence in investment banking and equity research [1][2]. Group 1: Acquisition Details - The acquisition was initially announced on March 11, 2025, and adds a complementary suite of capabilities to StoneX's existing offerings [2]. - Benchmark is recognized for its strong client relationships in high-growth sectors such as Technology, Industrials, Consumer, and Healthcare [2]. Group 2: Strategic Fit and Integration - Benchmark's seasoned investment banking team and professionals across institutional sales, trading, and equity research will integrate into StoneX's Institutional division [3]. - The Benchmark brand will be maintained in the near term to ensure continuity for clients and counterparties [3]. Group 3: Leadership Insights - Jacob Rappaport, Global Head of Equities at StoneX, expressed excitement about the acquisition, highlighting the strategic step in broadening capital markets capabilities [3]. - Richard Messina, Founder and CEO of Benchmark, noted that joining StoneX allows for scaling reach and leveraging a global cross-asset product platform [4]. Group 4: Company Overview - StoneX Group Inc. operates a global financial services network, connecting clients to the markets through digital platforms, clearing and execution services, and deep expertise [5]. - The company serves over 54,000 commercial, institutional, and payments clients, as well as more than 400,000 retail accounts across over 70 offices on six continents [6].
Mandalay Obtains Final Order Approving Arrangement with Alkane
GlobeNewswire News Room· 2025-08-01 19:12
Core Viewpoint - Mandalay Resources Corporation has received final court approval for its arrangement with Alkane Resources Limited, where Alkane will acquire all outstanding shares of Mandalay, with shareholders receiving 7.875 shares of Alkane for each Mandalay share held [1][2]. Group 1: Arrangement Details - The Supreme Court of British Columbia issued a final order approving the plan of arrangement under the Business Corporations Act [1]. - The arrangement is expected to close on August 5, 2025 [2]. Group 2: Company Overview - Mandalay Resources is a Canadian natural resource company with producing assets in Australia and Sweden, focusing on increasing production and reducing costs to generate positive cash flow [3]. - The company is committed to safe and environmentally responsible operations while fostering community and employee engagement [3].
Envirosuite (EVS) 2025 Annual General Meeting Transcript
2025-08-01 00:00
Summary of Envirosuite (EVS) 2025 Annual General Meeting Company Overview - **Company**: Envirosuite Limited - **Acquirer**: IdeaGen EVS Bidco PTY Limited, a wholly owned subsidiary of IdeaGen Limited - **Meeting Date**: July 31, 2025 - **Context**: Scheme meeting to approve the acquisition of Envirosuite shares Key Points Scheme of Arrangement - Envirosuite proposes to be acquired by IdeaGen at a price of **$0.90 per share** through a scheme of arrangement under the Corporations Act [8][15] - The offer represents a **109% premium** to the last closing price of Envirosuite shares prior to the announcement on July 24, 2025 [16][19] - The scheme is subject to conditions including shareholder approval and court approval [17][22] Board Recommendations - The Envirosuite Board unanimously recommends shareholders vote in favor of the scheme, citing it as in the best interest of shareholders, customers, and the team [9][17] - The independent expert assessed the offer as fair and reasonable, with a valuation range for Envirosuite shares between **$0.67 to $0.90** [20][21] Conditions Precedent - Approval from a requisite majority of Envirosuite shareholders is required, defined as more than **50%** of those present and voting [22] - The second court hearing for approval is scheduled for **August 8, 2025** [23] - Regulatory approval from the Foreign Investment Review Board has already been received [23] Implementation Timeline - If approved, the scheme will become effective on **August 11, 2025**, with shares suspended from trading on the ASX [26][27] - Shareholders on record as of **August 13, 2025**, will be entitled to receive the scheme consideration [27] Shareholder Engagement - The meeting was held virtually, allowing broader participation [11][35] - Shareholders were encouraged to submit questions online, with a focus on ensuring all had the opportunity to engage [12][42] Market Context - The Chair noted a trend of privatization in the market, with a significant number of takeovers occurring in Australia, reflecting broader global trends [38][40] - The discussion highlighted concerns about the scrutiny and regulation of smaller ASX-listed companies [39][40] Additional Insights - The Board emphasized the importance of the strategic partnership with Hitachi Construction Machinery and ongoing efforts to deliver shareholder value [7][9] - The meeting included a Q&A session addressing shareholder concerns about engagement and the rationale behind the acquisition [31][36] Conclusion - The Envirosuite Board is confident in the proposed acquisition by IdeaGen, viewing it as a strategic move to enhance shareholder value amidst a challenging market environment. The upcoming votes and court approvals will be critical in determining the future of the company.
SunCoke Energy(SXC) - 2025 Q2 - Earnings Call Transcript
2025-07-30 16:00
Financial Data and Key Metrics Changes - SunCoke Energy reported consolidated adjusted EBITDA of $43.6 million for Q2 2025, a decrease from $63.5 million in the prior year period, primarily due to lower contract coke sales and unfavorable economics from the Granite City contract extension [4][12] - Net income attributable to SunCoke was $0.02 per share, down $0.23 compared to the prior year, impacted by lower contract coke sales and transaction costs related to the acquisition of Phoenix Global [11][12] - The company ended Q2 with a strong liquidity position of $536.2 million, including a cash balance of $186.2 million and a fully undrawn revolver of $350 million [5][14] Business Line Data and Key Metrics Changes - Domestic coke adjusted EBITDA for Q2 was $40.5 million, with coke sales volumes at 943,000 tons, reflecting a decrease due to a change in the mix of contract and spot coke sales [12][13] - The logistics business generated $7.7 million of adjusted EBITDA, with terminals handling combined throughput volumes of 4.8 million tons, also impacted by lower transloading volumes due to market conditions [13][14] Market Data and Key Metrics Changes - The company expects higher contract coke sales in the second half of the year, reaffirming its domestic coke adjusted EBITDA guidance range of $185 million to $192 million [13] - Logistics adjusted EBITDA guidance for the full year remains at $45 million to $50 million, with expectations of improved volumes in the second half [14][18] Company Strategy and Development Direction - The acquisition of Phoenix Global for $325 million is seen as a strategic fit, expected to be immediately accretive and providing opportunities for organic growth through new industrial customers [5][6][10] - The company aims to integrate Phoenix's operations into a new Industrial Services segment, leveraging its strong financial position and operational excellence [10][17] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improvements in both logistics and domestic coke in the second half of the year, reaffirming full-year consolidated adjusted EBITDA guidance of $210 million to $225 million [18] - The company is focused on maintaining operational discipline and capital allocation to reward long-term shareholders while integrating Phoenix's operations [17][18] Other Important Information - The company amended and extended its revolving credit facility, now maturing in July 2030, with covenants similar to the previous agreement [5][14] - The acquisition is expected to generate annual synergies of approximately $5 million to $10 million [6] Q&A Session Summary Question: Can you walk us through the drivers of the improvement from here? - Management indicated that the second quarter was expected to be the trough of 2025, with higher contract coke sales anticipated in the second half, aiming for a total of 2 million to 2.1 million tons of coke sales [20][21] Question: Can you talk about the macro drivers of Phoenix Global? - Management highlighted excitement about the EAF exposure from Phoenix, which diversifies the customer base and presents opportunities for organic growth [23][25] Question: What are the recent conversations with your largest customer regarding contract renewals? - Management confirmed active discussions with Cliffs regarding contract renewals, noting that they were surprised by comments made during Cliffs' earnings call [27][28] Question: How do you view the logistics business and export coal demand? - Management acknowledged that the majority of volumes at CMT are coal for export, with higher domestic pricing impacting international shipments, but reaffirmed logistics guidance based on expected volumes [39][40] Question: Any updates on the GPI project? - Management stated they are in active discussions with U.S. Steel regarding the GPI project but had no further details to share at this time [47]