Additional Information and Where to Find It. This release may be deemed to be solicitation material in connection with the matters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a proxy statement and a WHITE proxy card with the SEC in connection with any such solicitation of proxies from UAL shareholders. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain any proxy statement, any amendments or supplements thereto and other documents filed by UAL with the SEC for no charge at the SEC’s website at xxx.xxx.xxx. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting. MENLO PARK, CA and BOSTON, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.
Appears in 1 contract
Samples: Confidentiality Agreement (United Continental Holdings, Inc.)
Additional Information and Where to Find It. This release may be deemed communication does not constitute an offer to be buy or sell or the solicitation material in of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Ferro by Prince. In connection with the matters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. UAL intends this proposed acquisition, Xxxxx plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement and a WHITE proxy card or other document Ferro may file with the SEC in connection with any such solicitation of proxies from UAL shareholdersthe proposed transaction. UAL SHAREHOLDERS INVESTORS AND SECURITY HOLDERS OF FERRO ARE STRONGLY ENCOURAGED URGED TO READ ANY SUCH THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders Any definitive proxy statement(s) (if and when available) will be mailed to shareholders of Ferro. Investors and security holders will be able to obtain any proxy statement, any amendments or supplements thereto free copies of these documents (if and when available) and other documents filed by UAL with the SEC for no by Ferro through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Copies of the documents filed with the SEC by Xxxxx will be available free of charge at the SEC’s on Xxxxx’x internet website at xxx.xxx.xxx. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section xxx.xxxxx.xxx or upon written request to: Director of Investor Relations and Corporate Communications, Ferro Corporation, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx, Ohio 44144 or by writing to UAL telephone at 000 Xxxxx Xxxxxx Xxxxx Chicago(000) 000-0000. Ferro, Illinois 60606, Attn: Corporate Secretary. UAL and its directors and certain of its executive officers may be deemed to be considered participants in the solicitation of proxies from UAL’s shareholders in connection with the matters to proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered at deemed participants in such solicitation in connection with the 2016 Annual Meetingproposed merger will be set forth in the proxy statement if and when it is filed with the SEC. Investors may obtain information regarding UAL and its Information about the directors and executive officers of Ferro is set forth in UAL’s its Annual Report on Form 10-K for the fiscal year ended December 31, 20152020, which was filed with the SEC on February 18March 1, 20162021, and UAL’s definitive its proxy statement for its 2015 2021 annual meeting of shareholders (shareholders, which was filed with the “2015 Annual Meeting”)SEC on March 25, 2021, its Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2021, which was filed with the SEC on May 10, 2021, and its Current Report on Form 8-K, which was filed with the SEC on April 2430, 20152021. To These documents can be obtained free of charge from the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SECsources indicated above. More detailed Additional information regarding the identity of potential participants in the solicitation, proxy solicitation and a description of their direct or and indirect interests, by security holdings or otherwise, will be set forth contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the 2016 Annual Meetingwhen they become available. MENLO PARK Xxxxx Xxxxxxxxx Xxxxx, CA 216.875.5451 Director of Investor Relations and BOSTONCorporate Communications xxxxxxxxxxxxxx.xxxxx@xxxxx.xxx (In thousands, MA except per share amounts) Three Months Ended March 31, 2021 2020 Net sales $ 288,358 $ 252,326 Cost of sales 193,255 171,588 Gross profit 95,103 80,738 Selling, general and administrative expenses 53,838 56,046 Restructuring and impairment charges 5,184 1,165 Other expense (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. income): Interest expense 9,437 5,530 Interest earned (NYSE: UAL597) (United254) Foreign currency losses (gains). Under the settlement terms, two Altimeter net 1,158 (1,315) Loss on extinguishment of debt 1,981 - Miscellaneous income, net (2,100) (1,463) Income before income taxes 26,202 21,029 Income tax expense 7,644 5,117 Income from continuing operations 18,558 15,912 Income from discontinued operations, net of income taxes 89,842 221 Net income 108,400 16,133 Less: Net income attributable to noncontrolling interests 437 10 Net income attributable to Ferro Corporation common shareholders $ 107,963 $ 16,123 Basic earnings: Discontinued operations 1.09 - Diluted earnings: Continuing operations 0.22 0.19 Discontinued operations 1.08 - Shares outstanding: Weighted-average basic shares 82,497 82,096 Weighted-average diluted shares 83,160 82,522 End-of-period basic shares 82,624 82,243 (Dollars in thousands) Three Months Ended March 31, 2021 2020 Functional Coatings $ 184,822 $ 155,435 Color Solutions 103,536 96,891 Total segment net sales $ 288,358 $ 252,326 Functional Coatings $ 61,876 $ 47,817 Color Solutions 33,668 33,787 Other costs of sales (441) (866) Total gross profit $ 95,103 $ 80,738 Strategic services $ 24,454 $ 25,616 Functional services 24,637 25,551 Incentive compensation 2,117 2,120 Stock-based compensation 2,630 2,759 Total selling, general and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxxadministrative expenses $ 53,838 $ 56,046 (Dollars in thousands) March 31, Managing Partner December 31, 2021 2020 Cash and portfolio manager at PARcash equivalents $ 128,428 $ 174,077 Accounts receivable, net 158,991 137,008 Inventories 251,366 260,332 Other receivables 56,733 72,272 Other current assets 22,127 18,261 Current assets held-for-sale - 307,854 Total current assets 617,645 969,804 Property, plant and Xxxxxx Xxxxxxxequipment, former Chief Executive Officer at Orbitz Worldwidenet 328,403 330,045 Goodwill 173,493 175,351 Intangible assets, Inc. United will also add a mutuallynet 115,052 119,500 Deferred income taxes 112,771 115,962 Operating leased assets 14,694 15,446 Other non-agreed upon third independent director to the Board within six months. “As current assets 26,921 80,618 Non-current assets held-for-sale - 154,207 Total assets $ 1,388,979 $ 1,960,933 Loans payable and current portion of long-term United investorsdebt $ 13,393 $ 8,839 Accounts payable 125,163 135,296 Accrued payrolls 24,670 27,166 Accrued expenses and other current liabilities 146,285 124,770 Current liabilities held-for-sale - 107,545 Total current liabilities 309,511 403,616 Long-term debt, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder less current portion 356,547 791,509 Postretirement and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become pension liabilities 167,783 181,610 Operating leased non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Boardcurrent liabilities 9,131 10,064 Other non-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as current liabilities 53,735 62,050 Non-Executive Chairman current liabilities held-for-sale - 71,149 Total liabilities 896,707 1,519,998 Total Ferro Corporation shareholders’ equity 483,829 429,967 Noncontrolling interests 8,443 10,968 Total liabilities and equity $ 1,388,979 $ 1,960,933 (Dollars in thousands) Three Months Ended March 31, 2021 2020 Net income $ 108,400 $ 16,133 Loss (gain) on sale of assets (100,014) 487 Depreciation and amortization 11,093 10,451 Interest amortization 604 929 Restructuring and impairment (23) 307 Loss on extinguishment of debt 1,981 - Accounts receivable (63,487) (50,541) Inventories (2,495) (11,297) Accounts payable (2,732) (39,651) Other current assets and liabilities, net 27,605 15,134 Other adjustments, net (26,395) (13,487) Net cash used in operating activities (45,463) (71,535) Capital expenditures for property, plant and equipment and other long-lived assets (10,877) (8,316) Collections of financing receivables 27,776 28,827 Proceeds from sale of businesses, net 415,230 - Business acquisitions, net of cash acquired (2,200) - Other investing activities 2 745 Net cash provided by investing activities 429,931 21,256 Net borrowings under loans payable 4,533 137 Principal payments on term loan facility - Amended Credit Facility (437,050) (2,050) Proceeds from revolving credit facility - Amended Credit Facility - 180,000 Principal payments on revolving credit facility - Amended Credit Facility - (180,000) Other financing activities (4,100) 216 Net cash used in financing activities (436,617) (1,697) Effect of exchange rate changes on cash and cash equivalents (1,700) (1,208) Decrease in cash and cash equivalents (53,849) (53,184) Cash and cash equivalents at beginning of period 182,277 104,402 Cash and cash equivalents at end of period 128,428 51,218 Less: Cash and cash equivalents of discontinued operations at end of period - 8,200 Cash and cash equivalents of continuing operations at end of period $ 128,428 $ 43,018 Cash paid during the Board period for: Interest $ 10,918 $ 7,853 Income taxes $ 4,018 $ 4,431 (Dollars in thousands, except per share amounts) Cost of Lolasales Selling general and administrative expenses Restructuring and impairment charges Other expense, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights net Income tax expense5 Net income attributable to common shareholders Diluted earnings per share 2021 As reported $ 193,255 $ 53,838 $ 5,184 $ 9,879 $ 7,644 $ 18,121 $ 0.22 Adjustments: Restructuring - - (5,184) - - 5,184 0.06 Acquisition related costs1 (1,035) (1,113) - (6,434) - 8,582 0.10 Costs related to optimization projects3 (1,143) (1,438) - - - 2,581 0.03 Costs related to divested businesses and more. He also serves assets - (1,869) - 1,024 - 845 0.01 Tax on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served adjustments - - - - 4,429 (4,429) (0.05) Total adjustments6 (2,178) (4,420) (5,184) (5,410) 4,429 12,763 0.15 As adjusted $ 191,077 $ 49,418 $ - $ 4,469 $ 12,073 $ 30,884 $ 0.37 2020 As reported $ 171,588 $ 56,046 $ 1,165 $ 2,498 $ 5,117 $ 15,902 $ 0.19 Adjustments: Restructuring - - (1,165) - - 1,165 0.01 Acquisition related costs2 (9) (536) - - - 545 0.01 Costs related to optimization projects4 (1,171) (2,138) - - - 3,309 0.04 Costs related to divested businesses and assets - (1,726) - (55) - 1,781 0.02 Tax on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group adjustments - - - - 1,443 (formerly Mandarin Hotel Holdings1,443) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.(0.02) Total adjustments6 (1,180) (4,400) (1,165) (55) 1,443 5,357 0.06 As adjusted $ 170,408 $ 51,646 $ - $ 2,443 $ 6,560 $ 21,259 $ 0.26
Appears in 1 contract
Samples: Acquisition Agreement (Ferro Corp)
Additional Information and Where to Find It. This release may be deemed to be solicitation material in In connection with a proposed strategic merger of Aviragen Therapeutics (Nasdaq: AVIR) and Vaxart, Aviragen has filed relevant materials with the matters to be considered at Securities and Exchange Commission (SEC), including a registration statement on Form S-4, as amended. Investors may obtain the 2016 annual meeting proxy statement/prospectus, as well as other filings containing information about Aviragen, free of charge, from the SEC’s web site (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a proxy statement and a WHITE proxy card documents filed with the SEC in connection with any such solicitation of proxies from UAL shareholdersby Aviragen by directing a written request to: Aviragen Therapeutics, Inc. 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Investor Relations. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able Investors and security holders are urged to obtain any read the proxy statement, prospectus and the other relevant materials when they become available before making any amendments voting or supplements thereto and other documents filed investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by UAL with means of a prospectus meeting the SEC for no charge at requirements of Section 10 of the SEC’s website at xxx.xxx.xxxSecurities Act of 1933, as amended. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ Participants in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL Solicitation Aviragen and its directors and executive officers and Vaxart and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders the stockholders of Aviragen in connection with the matters to be considered at proposed transaction. Information regarding the 2016 Annual Meeting. Investors may obtain information regarding UAL and its special interests of these directors and executive officers in UAL’s the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Aviragen is also included in Aviragen Annual Report on Form 10-K for the year ended December 31, 20152016. This document is available free of charge at the SEC web site (xxx.xxx.xxx) and from Investor Relations at Aviragen at the address set forth above. CONTACT: Xxxxx Xxxxx W2O 000-000-0000 xxxxxx@xxxxxxxx.xxx Xxxxx Xxxx Vaxart, Inc. 000-000-0000 xxxxx@xxxxxx.xxx ATLANTA, Feb. 9, 2018 (GLOBE NEWSWIRE) – Aviragen Therapeutics, Inc. (NASDAQ: AVIR) today announced that the reconvened Special Meeting of Stockholders has been further adjourned to 10:00 AM, EST on February 13, 2018 in order to provide the Company’s stockholders additional time to consider the revised deal terms announced on February 7, 2018. The new terms provide Aviragen shareholders with a significantly greater share of the combined company that will result from its merger with Vaxart, Inc. Current Aviragen shareholders will now receive 49% of the combined company, a 22.5% increase over the original deal. The Company filed a Form 8-K on February 7, 2018, which describes the improved deal terms and the updated Proforma Condensed Combined Financial Information. It can be accessed at the following link: It was filed also announced today that the CAS Group has agreed to support the merger of the Company and Vaxart. The CAS Group has agreed at the Special Meeting to exercise all of the voting rights of the shares of Common Stock held by the CAS Group (a) in favor of the issuance of shares of Common Stock to the stockholders of the Vaxart pursuant to the terms of the Merger Agreement and (b) in favor of the reverse stock split and (c) otherwise in accordance with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting recommendation of shareholders the board of directors of Aviragen (the “2015 Annual MeetingBoard”), which was filed with the SEC ) on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be each other proposal set forth in the Company’s proxy statement and other materials statement. In addition, the CAS Group agreed to be filed with the SEC withdraw its nomination of directors in connection with the 2016 next annual meeting of stockholders of the Company and agreed to vote all shares of Common Stock held by the CAS Group at the Annual MeetingMeeting in favor of the directors nominated for election by the Board. MENLO PARKThe Company has agreed to reimburse the CAS Group for its reasonable out-of-pocket expenses up to $200,000 related to, CA and BOSTONamong other things, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased its solicitation in connection with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter CapitalSpecial Meeting.. The agreement will be available as an exhibit on Form 8-K to be filed later today. “In The Aviragen Board of Directors unanimously recommends that stockholders vote FOR ALL of the last three months, United has added five new highly-qualified independent directors proposals associated with a sixth on the way, and United has announced that one proposed merger with Vaxart. Stockholders of these new independent directors will become non-executive chairman record at the upcoming annual meetingclose of business on January 2, 2018 are entitled to and are being requested to vote. We If a stockholder has already submitted their proxy card and does not wish to change their vote, no further action is required at this time. Aviragen encourages stockholders that have not yet voted their shares to vote by 11:59 pm EST on February 12, 2018. Each vote is extremely important, no matter how many or how few shares are confident that owned. The affirmative vote of the new Board will provide holders of a majority of the guidance and oversight shares of Aviragen common stock properly cast at the Aviragen Special Meeting, presuming a quorum is present, is required to approve the proposed merger. Please take a moment to vote FOR the proposals necessary to help United make its way back to approve the top.” proposed merger today – by telephone, by Internet or by signing, dating and returning the WHITE proxy card. Please discard any BLUE proxy card you may receive from the CAS Group. Stockholders with questions or requiring assistance voting their shares should contact Aviragen’s proxy solicitor, X.X. Xxxx Xxxxxx& Co., Founder and CEO of PAR CapitalInc., saidtoll-free at (000) 000-0000. Each vote is extremely important, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potentialno matter how many or how few shares are owned. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This Aviragen Therapeutics is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airlinediscovery and development of the next generation of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. It has three Phase 2 clinical stage compounds: BTA074 (teslexivir), travelan antiviral treatment for condyloma caused by human papillomavirus types 6 and 11; vapendavir, technologya capsid inhibitor for the prevention or treatment of rhinovirus (RV) upper respiratory infections; and BTA585 (enzaplatovir), interneta fusion protein inhibitor in development for the treatment of respiratory syncytial virus infections. Aviragen also receives royalties from marketed influenza products, softwareRelenza® and Inavir®. For additional information, please visit xxx.xxxxxxxxxxxxxxxxxxxx.xxx. Aviragen Therapeutics® is a registered trademark. Relenza® is a registered trademark of GlaxoSmithKline Pharmaceuticals, Ltd., and consumer sectorsInavir® is a registered trademark of Daiichi Sankyo Company, Ltd. This press release contains forward-looking statements about Aviragen Therapeutics, Inc. and Vaxart Inc., and their respective businesses, business prospects, strategy and plans, including but not limited to statements regarding anticipated preclinical and clinical drug development activities, timelines and market opportunities; the combined company being well-funded to advance its programs; the potential of Vaxart’s flu vaccine to produce better efficacy and in a timely manner; and the combined company’s ability to accelerate development of Vaxart’s vaccine candidates and generate near and long term value for stockholders. Altimeter was founded All statements other than statements of historical facts included in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fundthis press release are forward looking statements. The firm was founded in 1990 words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and is located in Bostonany similar expressions or other words of similar meaning are intended to identify those assertions as forward looking statements. These forward looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those anticipated, Massachusetts. PAR’s philosophy is based on including, without limitation: the belief risk that long term investment success can be achieved through narrowly focused and rigorous fundamental researchthe conditions to the closing of the merger are not satisfied, disciplined portfolio management the failure to timely or at all obtain stockholder approval for the merger; uncertainties as to the timing of the consummation of the merger and the alignment ability of incentives between manager each of Aviragen and clientVaxart to consummate the merger; risks related to Aviragen’s ability to correctly estimate its operating expenses and its expenses associated with the merger; risks related to the market price of Aviragen’s common stock relative to the exchange ratio; the ability of Aviragen or Vaxart to protect their respective intellectual property rights; competitive responses to the merger; unexpected costs, charges or expenses resulting from the merger; and potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger. Xxxxxx XxxxxxxThe vaccine candidates that Vaxart develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all. In addition, 51future clinical trials may not confirm any safety, is currently Managing Partner potency or other product characteristics described or assumed in this press release and portfolio manager at PAR Capital Managementsuch vaccine candidates may not successfully commercialized. Additional factors that may cause actual results to differ materially from such forward looking statements include those identified under the caption “Risk Factors” in the documents filed by Aviragen with the Securities and Exchange Commission from time to time, Inc.including its Proxy/Prospectus on Form S-4, a BostonAnnual Reports on Form 10-based investment management firm specializing in investments in travelK, media and InternetQuarterly Reports on Form 10-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management CompanyQ, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves Current Reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as Chairman of the Boards date of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporationthis press release. Except to the extent required by applicable law or regulation, and a director of Sonifi Solutions. He previously served on neither Aviragen nor Vaxart undertakes any obligation to update the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree forward-looking statements included in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 this press release to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge Universityreflect subsequent events or circumstances.
Appears in 1 contract
Samples: Settlement Agreement (Digirad Corp)
Additional Information and Where to Find It. This release may be deemed to be solicitation material In connection with the proposed transaction, Skye will file a proxy statement on Schedule 14A and Emerald will file a management information circular, each containing important information about the proposed transaction and related matters. Additionally, Emerald and Skye will file other relevant materials in connection with the matters proposed transaction with the applicable securities regulatory authorities. Investors and security holders of Emerald and Xxxx are urged to be considered at carefully read the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and a WHITE the parties to the transaction. The Emerald management information circular and the Skye proxy card with statement will be mailed to the SEC in connection with any such solicitation Emerald and Skye shareholders, respectively, as well as be accessible on the SEDAR and XXXXX profiles of proxies from UAL shareholdersthe respective companies. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders Investors and security holders of Skye will be able to obtain any a free copy of the proxy statement, any amendments or supplements thereto as well as other relevant filings containing information about Skye and other documents filed the proposed transaction, including materials that will be incorporated by UAL with reference into the SEC for no charge proxy statement, without charge, at the SEC’s website (xxx.xxx.xxx) or from Skye by contacting Xxxx’s Investor Relations at xxx.xxx.xxx. Copies will also be available (000) 000-0000, by email at no charge at UALxx@xxxxxxxxxxxxxx.xxx, or by going to Skye’s Investor Relations page on its website at xxxx://xx.xxxxxx.xxx/ in https:/xx.xxxxxxxxxxxxxx.xxx and clicking on the link titled “Securities SEC Filings.” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx ChicagoXxxx and certain of their respective directors, Illinois 60606, Attn: Corporate Secretary. UAL and its directors and executive officers and employees may be deemed to be participants in the solicitation of Skye proxies from UAL’s shareholders in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Skye stockholders in connection with the matters to proposed transaction will be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed set forth in the definitive Skye proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SECproposed transaction when available. More detailed Other information regarding the identity of potential participants in the solicitation, Skye proxy solicitation and a description of their direct or and indirect interestsinterests in the proposed transaction, by security holdings or otherwise, will be set forth contained in the such proxy statement and other relevant materials to be filed with the SEC in connection with the 2016 Annual Meetingproposed transaction. MENLO PARK, CA and BOSTON, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one Copies of these new independent directors will become non-executive chairman at documents may be obtained, free of charge, from the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards SEC or Skye as described in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeedpreceding paragraph.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.
Appears in 1 contract
Additional Information and Where to Find It. This release may be deemed to be solicitation material in connection with the matters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a proxy statement and a WHITE proxy card with the SEC in connection with any such solicitation of proxies from UAL shareholders. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain any proxy statement, any amendments or supplements thereto and other documents filed by UAL with the SEC for no charge at the SEC’s website at xxx.xxx.xxx. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting. MENLO PARK, CA and BOSTON, MA (April 20, 2016) — – Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — – Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — – Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — – both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.
Appears in 1 contract
Samples: Settlement Agreement (Altimeter Capital Management, LP)
Additional Information and Where to Find It. This release may be deemed to be solicitation material in In connection with a proposed strategic merger of Aviragen Therapeutics (Nasdaq: AVIR) and Vaxart, Aviragen has filed relevant materials with the matters to be considered at Securities and Exchange Commission (SEC), including a registration statement on Form S-4, as amended. Investors may obtain the 2016 annual meeting proxy statement/prospectus, as well as other filings containing information about Aviragen, free of charge, from the SEC’s web site (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a proxy statement and a WHITE proxy card documents filed with the SEC in connection with any such solicitation of proxies from UAL shareholdersby Aviragen by directing a written request to: Aviragen Therapeutics, Inc. 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Investor Relations. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able Investors and security holders are urged to obtain any read the proxy statement, prospectus and the other relevant materials when they become available before making any amendments voting or supplements thereto investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Aviragen and other documents filed by UAL with the SEC for no charge at the SEC’s website at xxx.xxx.xxx. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL its directors and executive officers and Vaxart and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders the stockholders of Aviragen in connection with the matters to be considered at proposed transaction. Information regarding the 2016 Annual Meeting. Investors may obtain information regarding UAL and its special interests of these directors and executive officers in UAL’s the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Aviragen is also included in Aviragen Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with 2016. This document is available free of charge at the SEC on February 18, 2016, web site (xxx.xxx.xxx) and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (from Investor Relations at Aviragen at the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be address set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meetingabove. MENLO PARK, CA and BOSTON, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital ManagementXxxxx Xxxxx W2O 000-000-0000 Xxxxx Xxxx Vaxart, Inc. today announced a proxy000-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually000-agreed upon third independent director 0000 xxxxx@xxxxxx.xxx PRESS RELEASE IMMEDIATE RELEASE Company Currently has Sufficient Votes to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.Approve Merger
Appears in 1 contract
Additional Information and Where to Find It. This release may be deemed to be solicitation material in In connection with a proposed strategic merger of Aviragen Therapeutics (Nasdaq: AVIR) and Vaxart, Aviragen has filed relevant materials with the matters to be considered at Securities and Exchange Commission (SEC), including a registration statement on Form S-4, as amended. Investors may obtain the 2016 annual meeting proxy statement/prospectus, as well as other filings containing information about Aviragen, free of charge, from the SEC’s web site (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the “2016 Annual Meeting”) of shareholders of UAL. UAL intends to file a proxy statement and a WHITE proxy card documents filed with the SEC in connection with any such solicitation of proxies from UAL shareholdersby Aviragen by directing a written request to: Aviragen Therapeutics, Inc. 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Investor Relations. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able Investors and security holders are urged to obtain any read the proxy statement, prospectus and the other relevant materials when they become available before making any amendments voting or supplements thereto and other documents filed investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by UAL with means of a prospectus meeting the SEC for no charge at requirements of Section 10 of the SEC’s website at xxx.xxx.xxxSecurities Act of 1933, as amended. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ Participants in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL Solicitation Aviragen and its directors and executive officers and Vaxart and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders the stockholders of Aviragen in connection with the matters to be considered at proposed transaction. Information regarding the 2016 Annual Meeting. Investors may obtain information regarding UAL and its special interests of these directors and executive officers in UAL’s the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Aviragen is also included in Aviragen Annual Report on Form 10-K for the year ended December 31, 20152016. This document is available free of charge at the SEC web site (xxx.xxx.xxx) and from Investor Relations at Aviragen at the address set forth above. # # # CONTACT: Xxxxx Xxxxx W2O 000-000-0000 xxxxxx@xxxxxxxx.xxx Xxxxx Xxxx Vaxart, Inc. 000-000-0000 xxxxx@xxxxxx.xxx Exhibit B Aviragen Press Release (See attached.) PRESS RELEASE IMMEDIATE RELEASE Aviragen Adjourns Special Meeting of Stockholders to Allow Stockholders to Consider Improved Merger Deal Terms CAS Group Supports Improved Deal Company Currently has Sufficient Votes to Approve Merger ATLANTA, Feb. 9, 2018 (GLOBE NEWSWIRE) – Aviragen Therapeutics, Inc. (NASDAQ: AVIR) today announced that the reconvened Special Meeting of Stockholders has been further adjourned to 10:00 AM, EST on February 13, 2018 in order to provide the Company’s stockholders additional time to consider the revised deal terms announced on February 7, 2018. The new terms provide Aviragen shareholders with a significantly greater share of the combined company that will result from its merger with Vaxart, Inc. Current Aviragen shareholders will now receive 49% of the combined company, a 22.5% increase over the original deal. The Company filed a Form 8-K on February 7, 2018, which describes the improved deal terms and the updated Proforma Condensed Combined Financial Information. It can be accessed at the following link: xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/72444/000143774918001951/avir201802078k.htm It was also announced today that the CAS Group has agreed to support the merger of the Company and Vaxart. The CAS Group has agreed at the Special Meeting to exercise all of the voting rights of the shares of Common Stock held by the CAS Group (a) in favor of the issuance of shares of Common Stock to the stockholders of the Vaxart pursuant to the terms of the Merger Agreement and (b) in favor of the reverse stock split and (c) otherwise in accordance with the recommendation of the board of directors of Aviragen (the “Board”) on each other proposal set forth in the Company’s proxy statement. In addition, the CAS Group agreed to withdraw its nomination of directors in connection with the next annual meeting of stockholders of the Company and agreed to vote all shares of Common Stock held by the CAS Group at the Annual Meeting in favor of the directors nominated for election by the Board. The Company has agreed to reimburse the CAS Group for its reasonable out-of-pocket expenses up to $200,000 related to, among other things, its solicitation in connection with the Special Meeting.. The agreement will be available as an exhibit on Form 8-K to be filed later today. The Aviragen Board of Directors unanimously recommends that stockholders vote FOR ALL of the proposals associated with the proposed merger with Vaxart. Stockholders of record at the close of business on January 2, 2018 are entitled to and are being requested to vote. If a stockholder has already submitted their proxy card and does not wish to change their vote, no further action is required at this time. Aviragen Therapeutics • 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 • Xxxxxxxxxx, XX 00000 • Tel: (000) 000-0000 Aviragen encourages stockholders that have not yet voted their shares to vote by 11:59 pm EST on February 12, 2018. Each vote is extremely important, no matter how many or how few shares are owned. The affirmative vote of the holders of a majority of the shares of Aviragen common stock properly cast at the Aviragen Special Meeting, presuming a quorum is present, is required to approve the proposed merger. Please take a moment to vote FOR the proposals necessary to approve the proposed merger today – by telephone, by Internet or by signing, dating and returning the WHITE proxy card. Please discard any BLUE proxy card you may receive from the CAS Group. Stockholders with questions or requiring assistance voting their shares should contact Aviragen’s proxy solicitor, X.X. Xxxx & Co., Inc., toll-free at (000) 000-0000. Each vote is extremely important, no matter how many or how few shares are owned. About Aviragen Therapeutics Aviragen Therapeutics is focused on the discovery and development of the next generation of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. It has three Phase 2 clinical stage compounds: BTA074 (teslexivir), an antiviral treatment for condyloma caused by human papillomavirus types 6 and 11; vapendavir, a capsid inhibitor for the prevention or treatment of rhinovirus (RV) upper respiratory infections; and BTA585 (enzaplatovir), a fusion protein inhibitor in development for the treatment of respiratory syncytial virus infections. Aviragen also receives royalties from marketed influenza products, Relenza® and Inavir®. For additional information, please visit xxx.xxxxxxxxxxxxxxxxxxxx.xxx. Aviragen Therapeutics® is a registered trademark. Relenza® is a registered trademark of GlaxoSmithKline Pharmaceuticals, Ltd., and Inavir® is a registered trademark of Daiichi Sankyo Company, Ltd. Forward Looking Statements This press release contains forward-looking statements about Aviragen Therapeutics, Inc. and Vaxart Inc., and their respective businesses, business prospects, strategy and plans, including but not limited to statements regarding anticipated preclinical and clinical drug development activities, timelines and market opportunities; the combined company being well-funded to advance its programs; the potential of Vaxart’s flu vaccine to produce better efficacy and in a timely manner; and the combined company’s ability to accelerate development of Vaxart’s vaccine candidates and generate near and long term value for stockholders. All statements other than statements of historical facts included in this press release are forward looking statements. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward looking statements. These forward looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation: the risk that the conditions to the closing of the merger are not satisfied, the failure to timely or at all obtain stockholder approval for the merger; uncertainties as to the timing of the consummation of the merger and the ability of each of Aviragen and Vaxart to consummate the merger; risks related to Aviragen’s ability to correctly estimate its operating expenses and its expenses associated with the merger; risks related to the market price of Aviragen’s common stock relative to the exchange ratio; the ability of Aviragen or Vaxart to protect their respective intellectual property rights; competitive responses to the merger; unexpected costs, charges or expenses resulting from the merger; and potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger. The vaccine candidates that Vaxart develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all. In addition, future clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release and such vaccine candidates may not successfully commercialized. Additional factors that may cause actual results to differ materially from such forward looking statements include those identified under the caption “Risk Factors” in the documents filed by Aviragen with the Securities and Exchange Commission from time to time, including its Proxy/Prospectus on Form S-4, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except to the extent required by applicable law or regulation, neither Aviragen nor Vaxart undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or circumstances. Aviragen Therapeutics • 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000 • Xxxxxxxxxx, XX 00000 • Tel: (000) 000-0000 Additional Information About the Merger and Where to Find It In connection with the proposed strategic merger, Aviragen and Vaxart have filed relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4, as amended, that contains a prospectus and a joint proxy statement. Investors may obtain the proxy statement/prospectus, as well as other filings containing important information about Aviragen, Vaxart and the merger, free of charge at the SEC’s web site (xxx.xxx.xxx). In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Aviragen by directing a written request to: Aviragen Therapeutics, Inc. 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary or delivered via email to xxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in the Solicitation Aviragen and Vaxart and their respective directors and officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Aviragen in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger are included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Aviragen is also included in Aviragen’s Annual Report on Forms 10-K for the year ended June 30, 2017, filed with the SEC on February 18September 1, 20162017, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was Form 10-K/A filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting. MENLO PARK, CA and BOSTON, MA (April October 20, 2016) — Altimeter Capital Management, LP 2017. These documents are available free of charge from the sources indicated above. Contacts Xxxx Xxxxxxxxx Executive Vice President and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental HoldingsChief Financial Officer Aviragen Therapeutics, Inc. (NYSE: UAL000) 000-0000 xxxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx Xxxx XxxXxxxxx Xxxxx Investor Relations, Inc. (United). Under the settlement terms000) 000-0000 xxxx@xxxxxxx.xxx Xxxxxxxx Xxxxx X.X. Xxxx & Co., two Altimeter and PAR designees will immediately join the United Board — Inc. (000) 000-0000 Xxxxxx X. Xxxxxx / Xxxx Xxxxxxx Finsbury (000) 000-0000 Aviragen Therapeutics • 0000 Xxxxxxxxxx Xxxxxxx, Managing Partner and portfolio manager at PARXxxxx 000 • Xxxxxxxxxx, and Xxxxxx XxxxxxxXX 00000 • Tel: (000) 000-0000 Exhibit C CAS Press Release (See attached.) DRAFT – NOT FOR IMMEDIATE RELEASE February [9], former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.2018 CAS GROUP SUPPORTS IMPROVED VAXART MERGER AND ENTERS INTO AGREEMENT WITH AVIRAGEN
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Samples: Settlement Agreement
Additional Information and Where to Find It. This release may communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be deemed any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed merger transaction between SunEdison and Vivint Solar will be solicitation material in connection with submitted to the matters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) stockholders of shareholders of UALVivint Solar for their consideration. UAL SunEdison intends to file with the SEC a registration statement on Form S-4 that will include a prospectus of SunEdison and a proxy statement of Vivint Solar, and a WHITE proxy card Vivint Solar intends to file with the SEC a definitive proxy statement on Schedule 14A, or, in connection the event the Vivint Solar Election is exercised and 313 Acquisition delivers the Written Consent, an information statement. SunEdison and Vivint Solar also plan to file other relevant documents with any such solicitation of proxies from UAL shareholdersthe SEC regarding the proposed transaction. UAL SHAREHOLDERS INVESTORS AND SECURITY HOLDERS OF VIVINT SOLAR ARE STRONGLY ENCOURAGED URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIONINFORMATION ABOUT SUNEDISON, VIVINT SOLAR AND THE PROPOSED TRANSACTION. Shareholders Investors and security holders will be able to obtain any proxy statement, any amendments or supplements thereto these materials (when they are available) and other documents filed by UAL with the SEC for no free of charge at the SEC’s website at website, xxx.xxx.xxx. Copies will also be available at no charge at UAL’s website at xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by writing to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. UAL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was documents filed with the SEC by SunEdison (when they become available) may be obtained free of charge on February 18SunEdison’s website at xxx.xxxxxxxxx.xxx or by directing a written request to SunEdison, 2016Inc., and UAL’s definitive proxy statement for its 2015 annual meeting Investor Relations, 00000 Xxxxxxxxx Xxxxx, Xxx. 0000, Xxxxxxxx Xxxxxxx, XX 00000. Copies of shareholders (the “2015 Annual Meeting”), which was documents filed with the SEC by Vivint Solar (when they become available) may be obtained free of charge on April 24Vivint Solar’s website at xxx.xxxxxxxxxxx.xxx or by directing a written request to Vivint Solar, 2015Inc., care of Vivint Solar Investor Relations, 0000 X Xxxxxxxxxxxx Xxx, Xxx. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting000, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 Xxxx, XX, 00000. Investors and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitationsecurity holders may also read and copy any reports, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement statements and other materials to be information filed by SunEdison or Vivint Solar with the SEC in connection with the 2016 Annual Meeting. MENLO PARK, CA and BOSTON, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become non-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx SEC public reference room at 000 X Xxxxxx, Founder and CEO of PAR CapitalX.X., saidXxxxxxxxxx, “United has great potential, and we’re confident that these meaningful BoardX.X. 00000. Please call the SEC at 0-level changes will help 000-XXX-0000 or visit the Company reach that potential. We are eager to see the new Board turn SEC’s website for further information on its attention to creating stockholder value, improving labor relations, and enhancing customer satisfactionpublic reference room.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.
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