Corporate merger

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Onconetix and Ocuvex Therapeutics announce execution of definitive merger agreement
Globenewswire· 2025-07-16 12:17
Core Viewpoint - Onconetix, Inc. has entered into a definitive merger agreement with Ocuvex Therapeutics, Inc., aiming to enhance its portfolio with ophthalmic therapeutic candidates and create significant value for shareholders [1][2]. Company Overview Onconetix - Onconetix is a commercial stage biotechnology company focused on innovative solutions for men's health and oncology, including the Proclarix® diagnostic test for prostate cancer [6]. Ocuvex - Ocuvex is a privately held biopharmaceutical company specializing in ophthalmic therapeutic candidates, with its lead asset, Omlonti® (omidenepag isopropyl ophthalmic solution) 0.002%, approved by the FDA for ocular hypertension and open-angle glaucoma [8]. Transaction Details - The merger agreement has been approved by the boards of directors of both companies, with Onconetix acquiring all equity interests of Ocuvex [3][4]. - Ocuvex equity holders will receive newly-issued shares of Onconetix common stock equal to 90% of the combined company’s equity interests post-transaction, while Onconetix shareholders will retain 10% [4]. - The board of directors of the combined company will consist of seven directors, with five from Ocuvex and two from Onconetix [5]. Anticipated Timeline - The completion of the proposed transaction is expected in the fourth quarter of 2025, subject to customary conditions including regulatory and stockholder approvals [5].
Zeekr Group Enters into Definitive Merger Agreement for Acquisition Transaction
Prnewswire· 2025-07-15 10:00
Core Viewpoint - Zeekr Intelligent Technology Holding Limited has entered into a merger agreement with Geely Automobile Holdings Limited, which will result in Zeekr becoming a wholly-owned subsidiary of Geely [1][5][6] Merger Agreement Details - The merger will involve the cancellation of each Zeekr Share in exchange for either US$2.687 in cash or 1.23 newly issued Geely Shares per Zeekr Share, with similar terms for Zeekr ADS holders [2] - The cash consideration represents an approximate premium of 18.9% over the closing price of Zeekr ADSs on May 6, 2025, and a 25.6% premium over the average closing price during the last 30 trading days prior to the acquisition proposal [3] - The cash merger consideration will be funded through Geely's internal resources or debt financing, while the stock consideration will be in the form of newly issued Geely Shares [4] Approval Process - The merger is expected to close in Q4 2025, subject to customary closing conditions, including shareholder approvals from both Zeekr and Geely [6] - Geely has agreed to vote in favor of the merger for approximately 65.2% of the voting rights attached to Zeekr Shares [6] Advisory and Legal Counsel - Kroll, LLC is serving as the financial advisor to the Special Committee of Zeekr, while Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell LLP are providing legal counsel [7] - Citigroup Global Markets Asia Limited is the financial advisor to Geely, with Latham & Watkins LLP serving as its U.S. legal counsel [8] Additional Information - The merger will be reported to the U.S. Securities and Exchange Commission (SEC) and relevant documents will be available on the SEC's website [9][11] - The Geely Shares issued in connection with the merger will be exempt from registration under the U.S. Securities Act [10]
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].
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]
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
Group 1 - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed merger between Chart Industries, Inc. and Flowserve Corporation, which involves an all-stock transaction where Chart shareholders will receive 3.165 shares of Flowserve for each share of Chart owned [1][3]. - The investigation aims to determine if the Chart Board of Directors acted in the best interests of Chart shareholders regarding the merger approval and whether the exchange ratio is fair [4]. - Wohl & Fruchter LLP has a history of representing investors in litigation related to corporate misconduct and has recovered hundreds of millions of dollars for investors [4]. Group 2 - Shareholders of Chart Industries who have concerns about the fairness of the merger can contact Wohl & Fruchter LLP for a discussion of their legal rights at no charge [2]. - The investigation was initiated following the announcement of the merger on June 4, 2025 [3]. - The firm encourages Chart shareholders to reach out via their website or contact information provided for further assistance [5].
Cornerstone Community Bancorp and Plumas Bancorp Report Shareholder Approval of Merger
Globenewswire· 2025-06-03 13:30
Core Points - Cornerstone Community Bancorp and Plumas Bancorp have announced the approval of the merger agreement, allowing Cornerstone's shareholders to convert their shares into cash and Plumas stock [1][2] - The merger is expected to be completed in early July 2025, with Plumas having already received the necessary bank regulatory approvals [2] - The combined entity will have approximately $2.3 billion in total assets and operate 19 full-service banking branches across 11 counties in Northern California and Nevada [3] Company Statements - Plumas Bancorp's CEO highlighted the merger as a pivotal milestone, emphasizing the integration of local expertise and advanced technology to enhance services for communities [3] - Cornerstone's CEO expressed excitement about the merger, noting the opportunity to expand their reach and maintain high service standards for customers [3]
Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc.
Globenewswire· 2025-05-12 13:01
Core Viewpoint - Citizens & Northern Corporation (C&N) and Susquehanna Community Financial, Inc. (SQCF) have announced a merger agreement, with both boards unanimously approving the plan, which will see SQCF merge into C&N [1][3]. Company Overview - C&N is the bank holding company for Citizens & Northern Bank, operating 28 banking offices and one loan production office, with consolidated assets of $2.6 billion as of March 31, 2025 [4]. - SQCF is the financial holding company for Susquehanna Community Bank, which operates 7 banking offices and had assets of $598 million as of March 31, 2025 [4]. Merger Details - The merger will create a combined entity with approximately $3.2 billion in assets, enhancing C&N's market presence in central and southeast Pennsylvania [4][5]. - SQCF shareholders will receive 0.80 shares of C&N common stock for each share of SQCF, implying a total consideration of $44.3 million [6]. - Post-merger, SQCF shareholders will own about 13% of C&N's common stock [6]. Strategic Benefits - The merger is expected to be approximately 17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close [6]. - This strategic combination will enhance C&N's service capabilities and diversify its loan portfolio and funding base, increasing overall resiliency and efficiency [5]. Leadership Changes - Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards, while Dave Runk will become an EVP and Strategic Advisor at C&N Bank [7]. - Jeffrey Hollenbach, President and COO at Susquehanna, will lead the Susquehanna market as Region President [7]. Transaction Timeline - The merger is subject to customary closing conditions, including regulatory approvals and SQCF shareholder approval, with an expected closing in the fourth quarter of 2025 [8].
Capital One and Discover merger approved by Federal Reserve Board
CNBC· 2025-04-18 16:04
Sign at the entrance to a Capital One bank branch in Manhattan.Capital One Financial's application to acquire Discover Financial Services in a $35.3 billion all-stock deal has officially been approved by the Federal Reserve and the Office of the Comptroller of the Currency, the regulators announced on Friday."The Board evaluated the application under the statutory factors it is required to consider, including the financial and managerial resources of the companies, the convenience and needs of the communiti ...