Corporate Merger

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Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc.
Globenewswire· 2025-07-07 20:15
Core Viewpoint - Norwood Financial Corp and PB Bankshares, Inc. have announced a merger agreement, with Presence Bank merging into Wayne Bank, significantly expanding Norwood's geographic footprint and enhancing service capabilities [1][3][4]. Company Overview - Norwood Financial, through Wayne Bank, operates 30 banking offices with consolidated assets of $2.4 billion as of March 31, 2025 [2][10]. - PB Bankshares, the holding company for Presence Bank, operates four banking offices and had assets of $467 million as of March 31, 2025 [2][11]. Merger Details - The merger will create a combined entity with approximately $3.0 billion in assets, positioning it as a premier community bank in Pennsylvania [2][3]. - Under the merger agreement, 80% of Presence's common shares will convert into Norwood Financial common stock, while 20% will be exchanged for cash, with an aggregate transaction value of approximately $54.9 million [4][5]. - The purchase price reflects a multiple of 106.6% of Presence's tangible book value as of March 31, 2025, and a 2.3% core deposit premium [4]. Strategic Benefits - The merger is expected to be approximately 10% accretive to earnings per share in 2026, enhancing market share in Central and Southeastern Pennsylvania [5][8]. - Presence Bank's customers will gain access to a broader product mix and improved services, enhancing the overall customer experience [4][5]. Leadership and Governance - Two non-employee board members from Presence Bank will join the boards of Norwood Financial and Wayne Bank [6]. - Janak M. Amin, President and CEO of Presence, will become Executive Vice President and Chief Operating Officer of Wayne Bank post-merger [4][7]. Regulatory and Closing Conditions - The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval from Presence [8]. - The transaction is expected to close in late Q4 2025 or early Q1 2026 [8].
Court Approves $38M Cash Settlement Against Bayer AG in Hard-Fought Securities Class Action
GlobeNewswire News Room· 2025-06-27 19:51
Core Points - A federal judge in California granted preliminary approval for a $38 million cash settlement between several pension funds and Bayer AG to resolve a securities class action lawsuit [1] - The lawsuit, originally filed in 2020, relates to Bayer's acquisition of Monsanto in 2018 and allegations of misleading statements regarding the risks associated with Roundup, a glyphosate-based herbicide [2] - The settlement aims to provide closure to a significant case concerning the adequacy of disclosures in corporate mergers and reaffirms the rights of investors purchasing American Depositary Receipts (ADRs) under U.S. securities laws [3] Legal Proceedings - The case has involved nearly five years of litigation, with a focus on the transparency of disclosures related to due diligence in high-profile mergers [3] - In May 2023, the court granted class certification, appointing specific pension funds as class representatives and affirming the rights of ADR purchasers in the over-the-counter market [5] - The discovery process was complex, requiring international cooperation and legal proceedings under the Hague Convention to obtain testimony from Bayer's former general counsel in Germany [6] Implications for Investors - The settlement is seen as a significant resolution for investors in publicly traded foreign companies, ensuring accountability under U.S. securities laws [4] - The case highlights the enforceable rights of ADR investors, particularly in light of the court's ruling on the extraterritoriality issue [5]
Bank of New York Mellon approached Northern Trust about potential merger: report
New York Post· 2025-06-22 20:52
Group 1 - Bank of New York Mellon Corp. expressed interest in merging with Northern Trust, with discussions between their chief executives taking place [1][3] - No formal offer was discussed during the conversations, but a future formal bid from BNY is possible [3][6] - BNY has a market capitalization of $65.55 billion, while Northern Trust's market cap stands at $21.76 billion [3] Group 2 - In May, BNY received a license to establish a regional headquarters in Saudi Arabia, indicating its strategy to enhance its presence in the financial hub [4] - Both BNY and Northern Trust have not provided comments regarding the merger discussions [5]
Why Getty Images Stock Was Soaring This Week
The Motley Fool· 2025-06-13 01:28
Over the past few days, it hasn't been hard to imagine reaping gains on photography services provider Getty Images (GETY -0.53%). After all, the company's stock was a hot item on the market, thanks to a well-received deal to merge with a peer. According to data compiled by S&P Global Market Intelligence, as of late Thursday afternoon, the shares were up by more than 13% week to date.Merger overwhelmingly approvedOn Tuesday, photo-sharing site operator Shutterstock announced its shareholders had approved -- ...
GTLS Alert: Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Merger of Chart Industries, Inc. With Flowserve Corporation
GlobeNewswire News Room· 2025-06-09 13:40
MONSEY, N.Y., June 09, 2025 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed merger of Chart Industries, Inc. (NYSE: GTLS) (“Chart”) with Flowserve Corporation (“Flowserve”) in an all-stock transaction under which Chart stockholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. If you remain a Chart shareholder and have concerns about the fairness of the exchange, you may contact our firm at the following ...
STR Alert: Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Merger of Sitio Royalties Corp With Viper Energy
GlobeNewswire News Room· 2025-06-09 13:30
MONSEY, N.Y., June 09, 2025 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed merger of Sitio Royalties Corp. (NYSE: STR) (“Sitio”) with Viper Energy, Inc. (“Viper”) in an all-stock transaction that values Sitio at approximately $19.41 per share based on the closing price of Viper common stock on June 2, 2025. The implied deal price is below the price targets for Sitio of at least four Wall Street analysts, as per the list below (source: TipRanks). If you ...
Cornerstone Community Bancorp and Plumas Bancorp Report Shareholder Approval of Merger
Globenewswire· 2025-06-03 13:30
RENO, Nev., June 03, 2025 (GLOBE NEWSWIRE) -- Cornerstone Community Bancorp (“Cornerstone”) and Plumas Bancorp (“Plumas”) announced today that Cornerstone’s shareholders approved the principal terms of the Agreement and Plan of Merger and Reorganization providing for the merger of Cornerstone with and into Plumas (the “Merger”) and the conversion of each outstanding share of Cornerstone common stock into the right to receive cash and stock of Plumas. The completion of the Merger is subject to the satisfacti ...
Tripadvisor Announces Closing of Merger with Liberty TripAdvisor and Finalizes Conversion to a Nevada Corporation
Prnewswire· 2025-04-29 20:18
NEEDHAM, Mass., April 29, 2025 /PRNewswire/ -- Tripadvisor, Inc. (NASDAQ: TRIP) ("Tripadvisor") today announced the closing of its previously announced plan of merger with Liberty TripAdvisor Holdings, Inc. ("Liberty TripAdvisor"), pursuant to which Tripadvisor acquired Liberty TripAdvisor and the Tripadvisor shares held by Liberty TripAdvisor (the "Merger").In connection with the Merger, (i) the shares of Liberty TripAdvisor Series A Common Stock and Series B Common Stock issued and outstanding were immedi ...
SalMar - Merger with Wilsgård AS and resolution to increase the share capital
Globenewswire· 2025-04-22 15:00
Core Insights - SalMar ASA and Wilsgård Sea Service AS are proceeding with a merger plan involving SalMar Farming AS as the acquiring company and Wilsgård as the transferring company [2] - The valuation of Wilsgård is set at NOK 1,767 million, with 80% of the merger consideration being shares and 20% in cash [3] - SalMar will increase its share capital by NOK 392,054 through the issuance of 1,568,216 shares at a nominal value of NOK 0.25 each, with a share price of NOK 563.38 [4] Company Developments - SalMar currently holds a 37.5% ownership interest in Wilsgård, which has a significant presence in Northern Norway with 5,844 tonnes MAB in licenses [5] - The merger aims to enhance operational efficiency, reduce costs, and improve financial resilience in the fisheries and aquaculture sectors [5] - The completion of the merger is anticipated in summer 2025, pending approval from relevant authorities [6]