Corporate Merger

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GOGL - Golden Ocean and CMB.TECH - Key dates and information for completion of Merger
Globenewswire· 2025-08-18 06:46
Group 1 - The merger between Golden Ocean Group Limited and CMB.TECH NV is set to be completed on or around 20 August 2025, pending a positive outcome from the Golden Ocean Special General Meeting on 19 August 2025 [1][2] - Golden Ocean will not issue a separate report for Q2 2025, as its results will be included in CMB.TECH's Q2 2025 results [2] - The last day of trading for Golden Ocean shares on OSE and NASDAQ is 19 August 2025, with the first day of trading for the combined company on 20 August 2025 [4] Group 2 - Golden Ocean operates a fleet of 89 vessels with a total capacity of approximately 13.5 million deadweight tonnes, specializing in the transportation of dry bulk cargoes [3] - The merger will result in CMB.TECH Bermuda Ltd. being the surviving entity, with CMB.TECH as the issuer of the merger consideration shares [1][4] - Key dates for the delivery of CMB.TECH shares to former Golden Ocean shareholders include 21 August 2025 for OSE and 20 August 2025 for NYSE [4]
Myriad Uranium and Rush Rare Metals Announce Proposed Merger
Newsfile· 2025-08-06 11:30
Core Viewpoint - Myriad Uranium Corp. and Rush Rare Metals Corp. have signed a letter of intent for a proposed merger, where Myriad will acquire 100% of Rush's outstanding shares, with a share exchange ratio of one Myriad share for every two Rush shares [1][2][3] Company Overview - Myriad Uranium Corp. is a uranium exploration company with a 75% interest in the Copper Mountain Uranium Project located in Wyoming, USA, which has historical uranium deposits and mines [5][6] - Rush Rare Metals Corp. is involved in the merger with Myriad, which aims to consolidate ownership of the Copper Mountain Project for enhanced value [2][3] Merger Details - Under the proposed arrangement, all of Rush's convertible securities will be converted to Myriad shares, and Rush will create a subsidiary, Rush Spinco, to hold its Boxi Property in Quebec [1][2] - The merger is expected to provide Rush shareholders with shares in both Myriad and Rush Spinco, allowing them to retain an interest in the Boxi property [3][4] Strategic Rationale - Both companies believe that unified ownership of the Copper Mountain Project will significantly increase its value and attract institutional investors [3] - Myriad's management emphasizes the historical investment and data supporting the potential of Copper Mountain as a district-scale uranium source for the U.S. [3][6] Conditions for Closing - The transaction is subject to several conditions, including mutual due diligence, execution of a definitive agreement, and approvals from Rush shareholders, the British Columbia Supreme Court, and the Canadian Securities Exchange [4]
Alkane and Mandalay Announce Closing of Merger
Globenewswire· 2025-08-05 10:15
Core Viewpoint - Alkane Resources Limited and Mandalay Resources Corporation have successfully completed their merger, creating a dual-listed gold and antimony producer with enhanced operational scale and financial flexibility [1][3]. Transaction Details - The merger was executed through a statutory plan of arrangement, with Mandalay shareholders receiving 7.875 Alkane Shares for each Mandalay Share held [1][4]. - The Mandalay Shares are expected to be delisted from the TSX on or about August 6, 2025, and Mandalay has applied to cease being a reporting issuer in Canada [4]. Strategic Positioning - The combined company will operate in premier mining jurisdictions, including Costerfield (Victoria, Australia), Tomingley (New South Wales, Australia), and Björkdal (Skelleftea, Sweden [3]. - The merger is expected to create a stronger platform for sustainable growth, with a diversified production base and broader exploration pipeline [3][7]. Financial Highlights - The combined company is projected to produce 160,000 AuEq ounces in FY2025, increasing to over 180,000 AuEq ounces in FY2026 [7][21]. - Pro forma cash is estimated at A$218 million, positioning the company to advance growth priorities [7]. Management and Governance - The new board of directors includes three former Mandalay directors and two existing Alkane directors, along with a new independent Chair [8]. - The management team will be led by Nic Earner as Managing Director and CEO, with key former Mandalay executives joining to ensure continuity [9]. Reporting and Compliance - Following the merger, Alkane became a reporting issuer in all Canadian provinces and territories except Québec and intends to file several technical reports in compliance with NI 43-101 [10].
Regional Health Properties, Inc. Outlines Reasons for Regional Shareholders to Vote YES for Proposed Merger with SunLink Health Systems, Inc.
GlobeNewswire News Room· 2025-07-28 22:42
Core Viewpoint - Regional Health Properties, Inc. is advocating for the approval of its merger with SunLink Health Systems, Inc., emphasizing that the merger is beneficial for all shareholders and will enhance the company's financial position and operational capabilities [2][4]. Company Overview - Regional Health Properties, Inc. is a self-managed healthcare real estate investment company focused on properties for senior living and long-term care [5]. Shareholder Communication - Recent communications from shareholders Ken Grossman and Charlie Frischer opposing the merger are viewed by the company as not representing the best interests of common shareholders, as their stakes are primarily in Series B preferred stock [2][4]. - The company encourages shareholders to review its Form 8-K filings for additional disclosures regarding the merger and the tender offer [2]. Merger Benefits - The merger is expected to bring approximately $6 million in capital to the combined company, improving the balance sheet and aiding operations [4]. - The merger will provide access to experienced management and industry expertise, which is considered advantageous for the combined entity [4]. - The potential for improved shareholder value is highlighted, with the merger offering a path to generate free cash flow for redeeming Series B preferred shares over time [4]. - Both Regional and SunLink's common shares have seen significant increases since the merger announcement, with Regional's shares rising approximately 120% and SunLink's by about 30% [4].
Paramount and Skydance Announce Anticipated Closing Date, Deadlines to Elect Merger Consideration and Change of Ticker Symbol Effective at the Closing
Prnewswire· 2025-07-25 20:40
Core Viewpoint - Paramount Global and Skydance Media are set to finalize their transactions on August 7, 2025, pending customary closing conditions [1] Election Deadlines - The Election Deadline for Paramount stockholders of record is 5:00 p.m. on July 31, 2025 [8] - Current or former employees holding shares via the Morgan Stanley Stock Plan Account have an Election Deadline of 4:00 p.m. on July 28, 2025 [8] - Shares held through the Paramount Global 401(k) Plan also have an Election Deadline of 4:00 p.m. on July 28, 2025 [8] Trading Information - Following the closing of the Transactions, shares of Class B common stock of New Paramount are expected to begin trading on Nasdaq under the ticker symbol "PSKY" [6] - Paramount's Class B common stock (NASDAQ: PARA) and Class A common stock (NASDAQ: PARAA) will cease trading after the Transactions close [6] Communication and Assistance - Stockholders can direct questions regarding the election process to Equiniti Trust Company, LLC, or D.F. King & Co., Inc. for inquiries about the Transactions [5]
Aker Horizons ASA: Half-year results 2025
Prnewswire· 2025-07-15 05:12
Core Viewpoint - Aker Horizons ASA announced significant structural changes and financial results for the first half of 2025, including a proposed merger and substantial net losses from operations [2][5]. Group 1: Structural Changes and Merger - Aker Horizons proposed a merger of its subsidiary Aker Horizons Holding with Aker MergerCo, which is a subsidiary of Aker ASA, involving shares and cash as consideration [2]. - The merger is expected to be completed in August 2025, and shareholders will receive NOK 0.267963 in cash and 0.001898 shares in Aker ASA for each share owned in Aker Horizons [3][4]. - Post-merger, Aker Horizons will maintain a cash position of approximately NOK 20 million and convertible debt of NOK 1.6 billion, while remaining listed on the Oslo Stock Exchange [4]. Group 2: Financial Performance - The consolidated net loss from continuing operations in H1 2025 was NOK 338 million, primarily due to interest costs and foreign exchange hedge losses [5]. - The consolidated net loss from discontinued operations in H1 2025 was NOK 1,863 million, which included non-recurring items such as a NOK 263 million loss from the sale of a 20% stake in SLB Capturi AS and a NOK 466 million write-down of offshore wind assets [6].
Why Getty Images Stock Was Soaring This Week
The Motley Fool· 2025-06-13 01:28
Core Viewpoint - Getty Images' stock has seen a significant increase due to a favorable merger deal with Shutterstock, with shares rising over 13% in the week leading up to the announcement [1]. Group 1: Merger Approval - Shutterstock's shareholders overwhelmingly approved the merger with Getty Images, with approximately 82% voting in favor [2]. - The merger is characterized as a "merger of equals," but the Getty Images name will be retained for the combined entity, with Getty stockholders holding nearly 55% of the new business [4]. Group 2: Market Reaction - Following the announcement of the shareholder vote, Shutterstock's equity also experienced a rise, indicating positive market sentiment towards the merger [5]. Group 3: Insider Activity - Post-merger approval, several insiders from both companies sold portions of their equity holdings, suggesting confidence in the merger's valuation [6].
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
Group 1 - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed merger between Sitio Royalties Corp. and Viper Energy, Inc. in an all-stock transaction valuing Sitio at approximately $19.41 per share [1][3] - The implied deal price of $19.41 per Sitio share is below the price targets set by at least four Wall Street analysts, raising concerns about the fairness of the merger [4][6] - Sitio shareholders will receive 0.4855 shares of Class A common stock of a new holding company for each share of Sitio, resulting in them owning only 20% of the combined company post-merger [3][4] Group 2 - Wohl & Fruchter LLP is examining whether the Sitio Board of Directors acted in the best interests of Sitio shareholders in approving the merger and if all material information regarding the transaction has been fully disclosed [4] - The firm has a history of representing investors in litigation related to corporate misconduct and has recovered hundreds of millions of dollars for investors [5]
Tripadvisor Announces Closing of Merger with Liberty TripAdvisor and Finalizes Conversion to a Nevada Corporation
Prnewswire· 2025-04-29 20:18
Core Points - Tripadvisor, Inc. has completed its merger with Liberty TripAdvisor Holdings, Inc., acquiring Liberty TripAdvisor and its shares [1] - The total transaction value of the merger is approximately $430 million, based on Tripadvisor's closing share price of $12.82 on April 28, 2025 [2] - The merger resulted in a simplification of Tripadvisor's capital structure, eliminating controlling stockholders and reducing the outstanding share count by approximately 23.8 million shares [3] - Tripadvisor has also finalized its redomestication from Delaware to Nevada, a move approved by stockholders in June 2023 [4] Financial Details - Liberty TripAdvisor's Series A and Series B Common Stock were converted into cash payments totaling approximately $20 million [2] - The 8% Series A Cumulative Redeemable Preferred Stock was converted into approximately $42.5 million in cash and 3,037,959 shares of Tripadvisor common stock [2] - Liberty TripAdvisor's Exchangeable Senior Debentures, amounting to approximately $326 million, were repaid, with an additional $4 million to be redeemed within 30 days post-close [2]
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]