Corporate takeover

Search documents
Quarterly Activities Report
Globenewswire· 2025-07-30 02:53
Core Viewpoint - Xanadu Mines Ltd is undergoing a significant corporate transaction with Bastion Mining Pty Ltd, which has made an off-market takeover bid for the company, acquiring over 90% of its shares and issuing a Notice of Compulsory Acquisition for the remaining shares [2][16]. Corporate Transaction - The Board of Xanadu recommended the takeover offer from Bastion, which was priced at A$0.08 per share, representing a 57% premium to Xanadu's closing price on 16 May 2025 [6][8]. - Bastion's takeover offer was declared unconditional after it acquired more than 50% of Xanadu shares, and the Board urged shareholders to accept the offer promptly [6][15]. - The exclusivity arrangement with Zijin Mining Group Co. Ltd expired without finalizing a control transaction, leading to renewed discussions with other interested parties [5][6]. Financial Highlights - As of 30 June 2025, Xanadu held A$18.532 million in cash and had 2,291,211,189 fully paid ordinary shares issued [20][18]. - During the quarter, Xanadu raised A$17.2 million through a share subscription agreement with Bastion, which involved the subscription of 286,829,633 shares at A$0.06 each [21][22]. - The company reported net cash used in operating activities of A$2.321 million for the quarter [45]. Project Development - Xanadu's Kharmagtai Copper and Gold Project is expected to be a major mine in Mongolia, with Bastion and Zijin Mining Group set to advance the project towards production [4][5]. - Technical discussions for the Bankable Feasibility Study (BFS) at Kharmagtai continued during the quarter, alongside community and regulatory engagement programs [17]. Shareholder Engagement - The Takeover Board Committee of Xanadu unanimously recommended that shareholders accept Bastion's offer, contingent on the absence of a superior proposal and the Independent Expert's assessment of the offer's fairness [11][15]. - Following the acquisition of over 90% of shares, Bastion issued a Notice of Compulsory Acquisition for the remaining shares, indicating its intent to delist Xanadu from ASX and TSX exchanges [13][16].
ISS Recommends Sonim Technologies Stockholders to Vote "FOR" Company Nominees on the WHITE Proxy Card
Newsfile· 2025-07-11 11:30
Core Viewpoint - Institutional Shareholder Services (ISS) recommends that Sonim Technologies stockholders vote "FOR" the company's nominees on the WHITE proxy card ahead of the Annual Meeting on July 18, 2025, highlighting concerns over Orbic's acquisition proposals [1][2][3] Group 1: ISS's Recommendation - ISS has determined that Orbic has not made a compelling case for change and that the Sonim Board's response to Orbic's demands is appropriate [2] - The board's response to Orbic's unsolicited acquisition proposals is characterized as cautious due to uncertainties and the dissident's approach [2][4] - ISS emphasizes that Orbic's offers have been unreasonable and incomplete, lacking clarity on key terms [4][5] Group 2: Sonim Board's Position - The Sonim Board expresses satisfaction with ISS's recommendation, indicating that it reflects the board's view on Orbic's tactics [3] - The board highlights that Orbic's demands have been unreasonable and that their financing commitment lacks substance [5] - The board notes that Orbic's approach has included multiple rejections and a lack of clarity in their offers, which raises concerns about their intentions [4][5] Group 3: Company Background - Sonim Technologies is a leading provider of rugged mobile solutions, serving various sectors including first responders and Fortune 500 companies since 1999 [6] - The company offers a range of products including phones, wireless internet data devices, and accessories designed for durability [6]