Core Viewpoint - FONAR Corporation has entered into a definitive merger agreement with FONAR, LLC and FONAR Acquisition Sub, Inc., where the Buyer will acquire all outstanding shares of FONAR for specified cash amounts per share, subject to certain conditions [1][2]. Transaction Details - The cash offer includes $19.00 per share for common and Class B stock, $6.34 for Class C stock, and $10.50 for Class A non-voting preferred stock [1]. - The transaction price represents a 31.5% premium over the last closing price before the announcement, a 21.9% premium over the price on July 8, 2025, and a 39.7% premium over the average closing price for the 90 days ending June 30, 2025 [3]. - The transaction is expected to close in the third fiscal quarter of 2026, pending approval from the Company's stockholders and other customary conditions [4]. Financing Structure - The acquisition will be financed through a combination of new debt, new equity, and rollover of Company securities, with a secured debt financing facility of $35 million from OceanFirst Bank [6]. - Additional debt of approximately $10 million and equity of about $45 million will be provided by members of the Acquisition Group and third-party lenders [6]. Advisory and Legal Support - Marshall & Stevens Transaction Advisory Services LLC is the financial advisor to the Special Committee, while Meister Seelig & Fein PLLC provides legal counsel to the Special Committee [7]. - DLA Piper LLP (US) serves as legal counsel to FONAR, and Moritt Hock & Hamroff LLP is legal counsel to the Buyer [7]. Company Background - FONAR Corporation, established in 1978, is recognized as the inventor of MR Scanning and is the oldest MRI company in the industry [15]. - The company is known for its FONAR UPRIGHT® Multi-Position™ MRI, which allows for imaging in various weight-bearing positions, enhancing diagnostic capabilities [16]. - FONAR's primary income source is its diagnostic imaging management subsidiary, Health Management Company of America [18].

Core Insights - Banxa Holdings Inc. is progressing towards completing its plan of arrangement with OSL Group, having received most necessary regulatory approvals [1][2][3] Regulatory Approvals - The company has obtained change of control approvals for its money-transmitter licenses in 36 out of 37 U.S. states, with the final approval expected soon [2] - A Declaration of No Objection has been received from De Nederlandsche Bank in the Netherlands regarding the change of control [2] - Approval has also been granted by the Financial Conduct Authority in the United Kingdom concerning the change of control [2] Arrangement Timeline - Banxa and OSL Group are working to finalize the remaining conditions for the arrangement, extending the completion date to January 29, 2026 [3] - The targeted effective date for the arrangement is currently set for January 2, 2026, pending the completion of outstanding matters [3] Company Overview - Banxa is a leading infrastructure provider for embedded crypto, facilitating seamless integration of crypto and fiat for businesses [4] - The company operates through a global network of payment solutions and regulatory licenses, aiming to enhance conversion rates and reduce fees for clients [4]

Core Viewpoint - The Proposing Shareholders, who own over 60% of Grindr Inc.'s outstanding shares, have withdrawn their non-binding proposal to take the company private at $18.00 per share due to the Special Committee's decision to cease engagement, primarily citing financing uncertainties [1][2][3]. Group 1: Proposal and Withdrawal - The Special Committee's decision to stop engagement with the Proposing Shareholders was based on uncertainties regarding the financing of the proposed acquisition [2]. - The Proposing Shareholders had received significant expressions of interest for acquisition financing, including letters of confidence and offers of senior debt, hybrid securities, and equity [2]. - Following the termination of engagement, the Proposing Shareholders have decided to withdraw their proposal and will instead focus on purchasing additional shares in the market [3]. Group 2: Future Plans and Recommendations - The Proposing Shareholders intend to recommend that Grindr's management and board increase the size of share repurchase plans and consider dividends to enhance shareholder returns [3]. - There is a commitment to engage with management on the growth of Grindr's initiatives, including telemedicine and potential future opportunities in various sectors such as travel, media, AI, and cryptocurrency [4]. Group 3: Financial Performance and Market Position - Grindr recently reported strong third-quarter financial results, which has led to confidence in the company's ability to create significant shareholder value [6]. - Investment banks have set price targets for Grindr that are significantly higher than the proposed acquisition price of $18.00 per share [6]. - The company has completed substantial share repurchases in 2025 at prices exceeding the proposed acquisition price, indicating a strong market position [6]. - Grindr's management prefers the company to remain public, and it currently has one of the lowest net debt to EBITDA ratios in its history, along with significant free cash flow growth [6].