The Proposed Acquisition. Under the terms of the Proposed Acquisition, which shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and Form of Acceptance, Consort Shareholders will be entitled to receive: For each Consort Share 1,010 xxxxx in cash The Proposed Acquisition represents a premium of approximately: • 39.1 per cent. to the Closing Price of 726 xxxxx for each Consort Share on 15 November 2019 (being the last Business Day before the date of this announcement); and
The Proposed Acquisition. PARAGRAPH FIVE: On or about October 16, 1996, Xxxxx and XxXxx entered into an agreement whereby Xxxxx will acquire 100 percent of the voting stock of OrNda, and OrNda stockholders will receive Xxxxx voting stock in exchange. Xxxxx will also assume OrNda debt. The total value of the transaction is about $3.1 billion. NATURE OF TRADE AND COMMERCE PARAGRAPH SIX: The relevant line of commerce in which to analyze the proposed acquisition is the production and sale of acute care inpatient hospital services and/or any narrower group of services contained therein.
The Proposed Acquisition. Concurrently with the execution of this Agreement, the Company is entering into that certain Agreement and Plan of Merger (the “Acquisition Agreement”) by and among the Company, Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Parent”), Scripps Faraday Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Ion Media Networks, Inc., a Delaware corporation (“Target”), and BD ION Equityholder Rep LLC, a Delaware limited liability company, solely in its capacity as equityholder representative, pursuant to which Merger Sub will merge with and into Target, with Target being the surviving company (the “Surviving Company”), and as a result of which, Parent shall be the sole stockholder of the Surviving Company and the Surviving Company shall be an indirect wholly owned subsidiary of the Company (the “Acquisition”).
The Proposed Acquisition. Under the terms of the Proposed Acquisition, which will be subject to the satisfaction (or waiver) of the Pre-Conditions set out in Appendix 1, the satisfaction (or waiver, if permitted) of the Conditions set out in Appendix 2, to the certain further terms set out in Appendix 2 and to the full terms and conditions which will be set out in the Scheme Document, Darty Shareholders will be entitled to receive: For every: 37 Darty Shares held, 1 Fnac Share Fnac’s offer will also include a Partial Cash Alternative pursuant to which Eligible Darty Shareholders will have the opportunity to elect to receive cash in lieu of part or all of the New Fnac Shares which such shareholders would otherwise have been entitled to receive pursuant to the terms of the Scheme (subject to pro rating in accordance with the terms of the Partial Cash Alternative). The maximum aggregate amount of the Partial Cash Alternative is £66,686,3212, which will be paid to those Eligible Darty Shareholders that make a valid election under the Partial Cash Alternative. Elections under the Partial Cash Alternative for up to a basic entitlement, details of which will be set out in the Scheme Document, will be satisfied in full. To the extent that elections under the Partial Cash Alternative in excess of the basic entitlement cannot be satisfied in full, they will be scaled down as nearly as reasonably practicable pro rata to the value which each Eligible Darty Shareholder’s valid election under the Partial Cash Alternative bears to the total aggregate value of all valid elections made under the Partial Cash Alternative. Subject to the paragraph below, Eligible Darty Shareholders who validly elect to receive the Partial Cash Alternative will receive, in lieu of each Fnac Share to which they would otherwise be entitled under the Proposed Acquisition, a cash amount equal to the volume-weighted average price of one Fnac Share for the 30 days prior to and including the last practicable date before the date of the Scheme Document (or, as appropriate, the Offer Document) applying the average £/€ exchange rate over the same period. Darty and Fnac may, however, agree to an alternative method of calculating the cash value per Darty share which Eligible Darty Shareholders who validly elect to receive the Partial Cash Alternative will receive in lieu of each Fnac Share which they would otherwise be entitled to receive under the Proposed Acquisition. Full details of the Partial Cash Alternative including the c...
The Proposed Acquisition. 4. In December 1996, Autodesk and Softdesk entered into an Agreement and Plan of Reorganization whereby Autodesk would acquire 100% of the voting securities of Softdesk in exchange for shares of Autodesk common stock with a value of $90 million (the “Acquisition”).
The Proposed Acquisition. Pursuant to an Equity Purchase Agreement dated June 9, 2021, Buckeye will acquire 26 LLP terminals from Magellan for approximately $435 million (the “Acquisition”). The terminals are located in Alabama, Georgia, Missouri, North Carolina, South Carolina, Tennessee, and Virginia.
The Proposed Acquisition. Pursuant to the SPA, the Company shall acquire the Sale Shares from the Vendors, representing the entire issued and paid-up ordinary share capital of the Target, for the Consideration. Upon Completion, the Target will become a subsidiary of the Company. The Consideration was agreed on a willing-buyer and willing-seller basis, after substantive negotiations with the Vendors, and is equivalent to eighty per cent. (80%) of the Actual Valuation. The Company will be appointing an independent qualified valuer to prepare a valuation report in respect of the Target. Further information in relation to the valuer and the valuation report will be disclosed in the Company’s subsequent announcement(s) upon such appointment. Where the valuation report states a valuation range, the Actual Valuation shall be deemed to be the mean between the highest and lowest values. Based on the unaudited financial statements of the Target for its financial period from its date of incorporation on 9 September 2021 to 31 December 2021 (“FP2021”), the book value and net tangible asset value of the Sale Shares are both approximately S$900,007.50. There is no open market for the Sale Shares. The Sale Shares shall be acquired from the Vendors free from encumbrances and ranking pari passu with all other outstanding issued ordinary shares of the Target in respect of all rights, dividends, entitlements and advantages as of and including the date of completion of the Proposed Acquisition (the “Completion”) (the “Completion Date”).
The Proposed Acquisition. Pursuant to the SPA, the Company shall acquire the Sale Shares from the Vendors, representing the entire issued and paid-up ordinary share capital of the Target, for the Consideration. Upon Completion, the Target will become a subsidiary of the Company. The Consideration was agreed on a willing-buyer and willing-seller basis, after substantive negotiations with the Vendors. The Company will appoint an independent qualified valuer to prepare a valuation report in respect of the Target. In the event that the valuation of the Target Group pursuant to the Valuation Report (“Valuation”) is less than S$678,570,000, the Parties agree to renegotiate this Agreement in good faith to adjust the Consideration, provided that the Consideration shall not be lower than 105% of the Valuation. Where the valuation report states a valuation range, the Valuation shall be deemed to be the mean between the highest and lowest values. Based on the audited financial statements of the Target Group for the financial year ended 31 December 2020, the net asset value of the Target Group was approximately S$15,995,000. The net tangible liability of the Target Group was approximately S$6,423,000. There is no open market for the Sale Shares of the Target Group. The Sale Shares shall be acquired from the Vendors free from encumbrances and with all rights, dividends, entitlements and advantages as of and including the date of completion of the Proposed Acquisition (the “Completion”) (the “Completion Date”).
The Proposed Acquisition. On January 22, 2016, the Company entered into the MOU with the Vendor and Xxxxxxx Xxxxx in relation to the proposed acquisition of 51% of the equity interests in Wenzhou Guoda Investment Company* (溫州國大投資有限公司, the “Target Company”) from the Vendor by the Company through public bidding (the “Proposed Acquisition”), subject to the entering into of relevant formal agreement(s).
The Proposed Acquisition. 3. In October 1996, CCI entered into a merger agreement with Triad Systems Corporation ( Triad ) and announced its intention to commence a tender offer for all of the outstanding voting securities of Triad. Under the terms of the tender offer, Triad shareholders will receive $9.25 per share, or a total of approximately $181 million. Immediately prior to the CCI acquisition of Triad, Hicks, Muse, Xxxx & FurstH( icks Muse ), a private investment firm based in Dallas, Texas, will acquire over 50 percent of CCI stock and gain control of CCI.
