Certain Information Concerning Parent and Purchaser. Parent and Purchaser. Parent was originally formed in Delaware on December 11, 2012 as New Newscorp LLC to hold certain businesses of its former parent company, Twenty-First Century Fox, Inc. (formerly named News Corporation) (“21st Century Fox”), consisting of newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. Parent was subsequently converted to New Newscorp Inc, a Delaware corporation, on June 11, 2013. On June 28, 2013, Parent completed the separation of its businesses (the “Separation”) from 21st Century Fox. As of the effective time of the Separation, all of the outstanding shares of Parent were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Parent Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. In connection with the Separation, Xxxxxx assumed the name “News Corporation.” Parent is a global diversified media and information services company that creates and distributes authoritative and engaging content to consumers and businesses throughout the world. Purchaser is a Delaware corporation formed on September 5, 2014 solely for the purpose of effecting the Offer and the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger. Purchaser has no assets or liabilities other than the contractual rights and obligations related to the Merger Agreement. Upon the completion of the Merger, Purchaser’s separate corporate existence will cease and Move will continue as the Surviving Corporation. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any assets or liabilities or engage in activities other than those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly owned indirect subsidiary of Parent. Parent’s principal executive offices are located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and its telephone number at this location is (000) 000-0000. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent ...
Certain Information Concerning Parent and Purchaser. General. Parent, with 1996 sales of approximately $10 billion, has its world headquarters at 1900 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000 xxx has approximately 68,000 employees based in over 26 countries. The telephone number for Parent is (216) 000-0000. Parent is an international manufacturing and service company that provides advanced technology products and services. The principal businesses of Parent and its subsidiaries are the design, manufacture and sale of products and the performance of systems engineering, research and technical services for industry and the United States Government in two industry segments: automotive and space & defense. Parent's principal products and services include automotive systems and components; spacecraft; software and systems engineering support services; and electronic systems, equipment and services. Parent holds leading positions in most of its markets. Purchaser, a Delaware corporation and a wholly owned subsidiary of Parent, was organized in connection with the Offer and has not carried on any activities to date other than those incident to its formation and the commencement of the Offer. The address and telephone number for Purchaser is the same as that of Parent. The name, citizenship, business address, principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent and Purcxxxxx xxx certain other information are set forth in Schedule I hereto. Summary Financial Information. Set forth below is a summary of certain consolidated financial data with respect to Parent taken or derived from Parent's Annual Report on Form 10-K for the years ended December 31, 1996 and December 31, 1995 and Quarterly Report on Form 10-Q for the nine months ended September 30, 1997, as filed by Parent with the Commission. As set forth in Parent's Annual Report on Form 10-K for the year ended December 31, 1996, the amounts have been restated to reflect the sale of Parent's Information Systems and Services segment and to report it as discontinued operations, and to give retroactive recognition to Parent's two-for-one stock dividend, each of which occurred in 1996. More comprehensive financial information is included in such reports (including management's discussion and analysis of financial condition and results of operations) and other documents filed by Parent with the Commission, and the following financial data is qualified in its entirety by reference to such reports and o...
Certain Information Concerning Parent and Purchaser. Parent is a Delaware corporation formed on January 3, 2014 and Purchaser is a Delaware corporation formed on January 3, 2014. Both companies were formed solely for the purpose of completing the proposed Offer and Merger and have conducted no business activities other than those related to the structuring, financing and negotiating the Offer and the Merger. Each of Purchaser and Parent has minimal assets and liabilities other than the contractual rights and obligations related to the Merger Agreement and the contemplated financing. Upon the completion of the Merger, Purchaser will cease to exist and AMPAC will continue as the Surviving Corporation. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Parent or Purchaser will have any significant assets or liabilities or engage in activities other than those incidental to their formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly-owned subsidiary of Parent. Parent is controlled by the Sponsor. The principal business of Sponsor is to make equity investments in business organizations. Sponsor has provided an equity commitment of up to $124.3 million to Parent. See Section 9—“Source and Amount of Funds.” The office address of each of Purchaser, Parent or Sponsor is c/o H.I.G. Capital, LLC, 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, and the telephone number is (000) 000-0000. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the members, directors or executive officers of Purchaser and Sponsor are listed in Schedule I to this Offer to Purchase. During the last five years, none of Purchaser, Parent or Sponsor or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws. Except as described above or in Schedule I hereto, (i) none of Purchaser, Parent or Sponsor or, to the best knowledge of Purchaser and P...
Certain Information Concerning Parent and Purchaser. 44 9. Financing of the Offer and the Merger................................ 45 10.
Certain Information Concerning Parent and Purchaser. Parent is a company organized under the laws of Japan. Its principal offices are located at 0-0-00 Xxxxxxxx, Xxxxxxxxxx-xx, Xxxxx 000-0000, Japan. The telephone number of Parent’s principal offices is +00-0-0000-0000. Parent is a leading global toy and infant products company based in Japan and listed on the Tokyo Stock Exchange. Parent was originally formed in 1924 under the name Tomiyama Toy Seisakusho and is Japan’s largest global toy and children’s merchandise company with 25 subsidiaries and affiliated companies worldwide. Parent’s total sales for the fiscal year ended March 2010 equaled ¥178.7 billion (the approximate equivalent of $2.20 billion). 13
Certain Information Concerning Parent and Purchaser. Parent. Parent, or Alexion, was incorporated in 1992 under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and its telephone number is (000) 000-0000. The following description of Parent and its business is qualified in its entirety by reference to Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Alexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases through the discovery, development and commercialization of life-changing therapies. As the global leader in complement biology and inhibition for more than 20 years, Alexion has developed and commercializes two approved complement inhibitors to treat patients with paroxysmal nocturnal hemoglobinuria (PNH) and atypical hemolytic uremic syndrome (aHUS), as well as the first and only approved complement inhibitor to treat anti-acetylcholine receptor (AChR) antibody-positive generalized myasthenia gravis (gMG) and neuromyelitis optica spectrum disorder (NMOSD) in patients who are anti-aquaporin-4 (AQP4) antibody positive. Alexion also has two highly innovative enzyme replacement therapies and the first and only approved therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia (HPP) and lysosomal acid lipase deficiency (LAL-D). In addition to its marketed therapies, Alexion has a diverse pipeline resulting from internal innovation and business development. Alexion focuses its research efforts on novel molecules and targets in the complement cascade and its development efforts on the core therapeutic areas of hematology, nephrology, neurology, metabolic disorders and cardiology. Alexion focuses its product development programs on life-transforming therapeutics for rare diseases for which current treatments are either non-existent or inadequate. Its marketed products include: • ULTOMIRIS (ALXN1210/ravulizumab-cwvz), an innovative, long-acting C5 inhibitor discovered and developed by Alexion that works by inhibiting the C5 protein in the terminal complement cascade. In clinical studies, ULTOMIRIS demonstrated rapid, complete, and sustained reduction of free C5 levels; • SOLIRIS (eculizumab), an innovative C5 inhibitor discovered and developed by Alexion that works by inhibiting the C5 protein in the terminal complement cascade. SOLIRIS is a humanized monoclonal antibody that effectively blocks terminal c...
Certain Information Concerning Parent and Purchaser. Parent. Parent is a privately-held telehealth and diagnostics company organized as a limited liability company under the State of Delaware that develops a leading digital point-of-care platform designed for complete testing processes to be done at home. The company’s platform provides verified test results and access to on-demand prescription treatment with same-day delivery, enabling consumers to easily get tested and receive expert healthcare guidance. xXxx developed the first at-home, digital point-of-care COVID-19 test in 2020. The company has expanded its offering of kits since then to include testing for the flu and UTIs, among others, supported by its on-demand telehealth solutions.
Certain Information Concerning Parent and Purchaser. Parent is a Delaware holding corporation with principal executive offices at World Trade Center, Xxxxxxxxxxxxxxxxxxx 00, XX-000 00 Xxxxxxxxx, Xxxxxx. The telephone number of Parent is +00 0 000 00 000. Parent, through its two wholly owned operating subsidiaries, Autoliv AB, a Swedish corporation, and Autoliv ASP, Inc., an Indiana corporation, is one of the world's leading suppliers of automotive occupant safety restraint systems with a broad range of product offerings including modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seat belts, steering wheels, safety seats and other safety systems and products. Parent has production facilities in 26 countries and has as its customers almost all of the world's largest car manufacturers. Parent employs approximately 22,500 people and had sales in 1999 of $3.8 billion, approximately 70% of which consisted of airbags and associated products and approximately 30% of which consisted of seat belts and associated products. Parent's major markets are in Europe and the United States. Purchaser is a Delaware corporation with its principal offices located at 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, XX 00000. The telephone number of Purchaser is (000) 000-0000. Purchaser is an indirect wholly owned subsidiary of Parent. Purchaser has not carried on any activities other than in connection with the Merger Agreement. The name, citizenship, business address, business phone number, principal occupation or employment and five-year employment history for each of the directors and officers of Parent and Purchaser are set forth in Schedule I hereto. Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Parent, Purchaser nor, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies. The Company is a supplier of airbag initiators and airbag inflators to the Parent. Parent purchased approximately 8.8 million and 9.3 million airbag initiators during the calendar ye...
Certain Information Concerning Parent and Purchaser. Purchaser is a Delaware corporation and to date has engaged in no activities, and will engage in no activities, other than those incident to its formation and to the Offer and the Merger. Purchaser is a wholly-owned subsidiary of Parent. The office address of Purchaser is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. The telephone number at such office is (000) 000-0000. Parent is a Delaware corporation. The office address of the Parent is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. Parent is one of the world’s leading providers of communications services. Parent has two (2) primary reportable segments: Domestic Wireless, which includes wireless voice and data services and equipment sales, which are provided to consumer, business and government customers across the U.S., and Wireline, which includes voice, Internet access, broadband video and data, next generation Internet protocol network services, network access, long distance and other services. Parent provides Wireline products and services to consumers in the U.S. as well as to carriers, businesses and government customers both in the U.S. and in 150 other countries around the world. We refer to Purchaser and Parent and their respective subsidiaries and affiliates, collectively, as “Verizon.” The name, citizenship, business address, present principal occupation or employment and five (5) year employment history of each of the directors and executive officers of Purchaser and Parent are listed in Schedule I to this Offer to Purchase. During the last five (5) years, none of Verizon or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws. Except as described above or in Schedule I hereto, (i) none of Verizon or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or Purchaser or any of the persons so listed beneficially owns or has a...
Certain Information Concerning Parent and Purchaser. Parent and Purchaser. Parent was spun off from Motorola, Inc. in 1999. Parent is driving innovation in energy efficient electronics. Parent’s extensive portfolio of analog, digital and mixed signal ICs, standard products, image sensors and custom devices helps customers efficiently solve their design challenges in advanced electronic systems and products. Parent’s power management and motor driver semiconductor components control, convert, protect and monitor the supply of power to the different elements within a wide variety of electronic devices. Parent’s custom ASICs use analog, DSP, mixed-signal and advanced logic capabilities to act as the brain behind many of its automotive, medical, military/aerospace, consumer and industrial customers’ products. Parent’s signal management semiconductor components provide high-performance clock management and data flow management for precision computing, communications and industrial systems. Parent’s image sensors, optical image stabilization and auto focus devices provide advanced imaging solutions for automotive, wireless, industrial and consumer applications. Parent’s standard semiconductor components serve as “building blocks” within virtually all types of electronic devices. These various products fall into the logic, analog, discrete, image sensors and memory categories used by the WSTS group. Purchaser is a Delaware corporation formed on November 12, 2015 solely for the purpose of effecting the Offer and the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger. Purchaser has no assets or liabilities other than the contractual rights and obligations ancillary or otherwise related to the Merger Agreement. Upon the completion of the Merger, Purchaser’s separate corporate existence will cease, and Xxxxxxxxx will continue as the Surviving Corporation. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any assets or liabilities or engage in activities other than those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly owned subsidiary of Parent. Parent’s principal executive offices, which are also Purchaser’s business address, are located at 0000 Xxxx XxXxxxxx Xxxx, Phoenix, Arizona 85008. Each of Parent’s and Purchaser’s telephone number at this location is (000) 000-0000...
