Background to and reasons for the Sample Clauses

Background to and reasons for the recommendation Over the past few years Logica has successfully integrated its European businesses into a single organisation with a clear brand and position in its main markets. Significant investments have been made in sales and marketing. It has established a strong presence in outsourcing which now represents 45 per cent. of the business. Over the five years to December 2012, Logica’s cost initiatives are expected to deliver approximately £200 million per annum of savings in overhead and staff costs. Offshore numbers have more than doubled, improving Logica’s cost competitiveness. The accelerated restructuring programme announced in December 2011 ensured that the cost base of the business was adjusted to reflect a worsening economic climate, while creating the room to invest in platform-based services and the systems and tools needed to continue to transform the business. At the same time, industry dynamics have continued to develop. Competitive intensity has increased as the industry has globalised and scale has become an ever more important factor in cost competitiveness and service. Additionally, in Logica’s main European markets there is considerable economic uncertainty, which affects confidence and demand from both public and private clients. Following an approach by CGI, the two companies engaged in a period of discussion around the possibility of combining the businesses. The Logica Directors consider there to be a strong industrial logic for the proposed combination with CGI. It meets clients’ requirements for a more comprehensive international presence and offers them the benefits of scale. Specifically, the combination with CGI will accelerate Logica’s ability to support European clients wherever they operate in the world and ensure that its platforms can be sold to a wider global client base. The Logica Directors believe that being part of a larger and financially strong international group will accelerate the transformation of the business and will be beneficial for Logica’s clients and people. A combination with CGI will create one of the leading players worldwide with a differentiated services portfolio and strong market positions in North America and Europe. Both organisations have a focus on client intimacy and proximity enabling the delivery of high quality services both globally and locally, supported by approximately 72,000 IT professionals. The Logica Directors’ unanimous intention to recommend that Logica Shareholders vote in favou...
Sample 1
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Background to and reasons for the recommendation In the last 12 months Wireless has delivered significant returns for its shareholders, with the sale of Juice FM in Liverpool to Global Radio for £10 million and the sale of its television business to ITV, including the transfer of its defined benefit pension scheme, for £100m. An associated return of capital of £55 million has been undertaken, comprising the B Share Scheme completed on 1 April 2016 and the Special Dividend. During this time Wireless has also continued to invest in its assets, with its participation in the consortium that won the licence to operate the second national digital multiplex D2, and its announcement on 20 May 2016 that talkSPORT had been awarded three live UK audio packages for the Premier League for seasons 2016/17, 2017/18 and 2018/19. Following the disposal of its television business to ITV and these and other initiatives, Wireless has become a radio-focused group with market leading assets, a robust balance sheet and a strong management team. While the Wireless Board believes that the present strategy and opportunities are capable of delivering long-term growth and profitability, it also believes the terms of the Offer provide Wireless Shareholders with an immediate and certain cash value which is attractive. The Wireless Directors believe the Offer recognises Wireless’ long-term prospects and growth potential and the potential medium term standalone value of Wireless, taking into account the markets in which Wireless operates. Following careful consideration of the above factors, the Wireless Directors intend unanimously to recommend that Wireless Shareholders accept the Offer, as they have each irrevocably undertaken to do in respect of their entire respective beneficial holdings of Wireless Shares.
Sample 1
Background to and reasons for the. IDS Directors' recommendation IDS is a specialist producer of manual and automated diagnostic testing kits and instruments for the clinical and research markets. Following a period of strong growth, around ten years ago the level of competition in the vitamin D assay market, which had been a very significant area of focus for IDS, increased markedly which severely impacted IDS’ growth and profitability. As a result, IDS undertook a range of strategic initiatives in order to diversify its revenue streams away from vitamin D testing and ultimately return it to growth. IDS saw success with this strategy and it returned to revenue growth in both financial years ended March 2019 and 2020 driven, in part, by menu expansion (especially in the area of specialty assays) and improving instrument placements. More recently however, the financial results in the first half of the financial year ending March 2021 were adversely impacted by the Covid-19 pandemic, which led to reduced levels of routine diagnostic testing. However, the business recovered strongly in the second half of the 2020/2021 financial year. The IDS Directors are confident that, once the Covid-19 pandemic has passed, IDS can return to growth and generate sustained and attractive returns but recognises that there are risks to, as well as uncertainty around, the timing and the delivery of this improved outlook. Notwithstanding this confidence in IDS’ standalone prospects, the IDS Directors recognise the benefits of scale when operating in a global competitive market. The opportunity to leverage PerkinElmer’s strong global infrastructure and channel presence within autoimmunity and infectious disease testing would expand IDS’ ability to serve a broader customer base and accelerate the global growth profile of its assay portfolio. The IDS Directors also recognise that the Acquisition represents a material premium over IDS’ share price and provides an immediate opportunity for Scheme Shareholders to realise, in cash, the value of their holdings, particularly in the context of IDS’ relative lack of liquidity as a small cap publicly quoted company. The Acquisition represents a premium of approximately 72.5 per cent. to the Volume Weighted Average Price per IDS Share during the five year period ended on the Last Practicable Date. Therefore, after careful consideration, the IDS Directors believe the terms of the Acquisition are in the best interests of IDS Shareholders and IDS as a whole. As such, the IDS Dire...
Sample 1
Background to and reasons for the recommendation RPC has a strong competitive position and an excellent reputation in the market. Whilst the RPC Board is confident in the long-term prospects of the business, it is also mindful of the risks to the business posed by the current political and macro- economic environment, amongst other factors, and as previously noted, differing investor views on the appropriate level of leverage have been a constraint on RPC’s opportunities and growth. In the view of the RPC Board, RPC’s share price had for some time prior to the commencement of the Offer Period undervalued both the fundamental performance and the prospects of the business. In view of the considerations above, the RPC Board and its financial advisers considered the possibility of shareholder value being maximised through an offer for RPC and, as announced on 10 September 2018, RPC entered into discussions with a number of parties, including Apollo and Xxxx Capital. These discussions were part of a competitive process conducted by the RPC Board. On 23 January 2019, the Apollo Offer was announced at a final offer price of 782.0 xxxxx. RPC was subsequently approached by Xxxxx and engaged with Xxxxx regarding a potential cash offer by Xxxxx for RPC, and this Announcement represents the culmination of that engagement. Xxxxx’x cash offer delivers superior value to RPC’s shareholders than the Apollo Offer. Having been so advised by its financial advisers, the RPC Board believes that the terms of the Acquisition, being the best and highest offer forthcoming to the RPC Board, are fair and reasonable. Although the RPC Board is confident about RPC’s future prospects, the RPC Board considers that, in the absence of the Acquisition, it would be unlikely that RPC Shares would trade at the valuation levels implied by the Acquisition in the short to medium term. In addition, the Acquisition provides an opportunity for all RPC Shareholders to obtain liquidity for their investment. In considering whether to recommend the Acquisition, the RPC Board took into account, inter alia, the following:  the factors summarised above, including the current political and macro- economic environment, differing investor views on the appropriate level of leverage limiting prospects for growth, and the performance of RPC's share price relative to RPC’s underlying financial performance and prospects;  the views expressed by some of RPC’s larger shareholders to the RPC Board / RPC’s financial advisers;  the price offered to R...
Sample 1

Related to Background to and reasons for the

  • BACKGROUND 1.1. The “Work” is the research article, review article, letter, clinical trial study, report, article, or other copyright work, as identified in the Copyright Letter and further detailed in Schedule 1: Details of the Work (including such form of the copyright work submitted to Xxxxxxx Science for publication pursuant to clause 4, below), but excluding (except where context otherwise requires) any diagrams, figures or illustration specifically identified to Xxxxxxx Science pursuant to clause 3.2, below.

  • Matters Applicable to All Requests for Compensation (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

  • SCHEDULE OF SERVICES Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • BACKGROUND STATEMENT The Borrower has requested that the Lenders make available to the Borrower revolving credit facilities in the aggregate principal amount of $725,000,000. The Borrower will use the proceeds of these facilities as provided in Section 5.5. The Lenders are willing to make available to the Borrower the credit facilities described herein subject to and on the terms and conditions set forth in this Agreement.

  • Background Check The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor’s employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self-report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re-screen any of its employees, agents, representatives, and subcontractors during the term of the Contract.

  • Factual Background A. Company and Parent executed a Loan and Security Agreement, a Promissory Note and other loan documents dated June 27, 2008 in favor of Bank evidencing and security a credit facility in the amount of Eight Million and No/100 Dollars ($8,000,000.00) (the “Loan”).

  • Additional Terms Applicable to an Incentive Option In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

  • Investment Description; Appointment The Fund desires to employ the capital of the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Articles of Incorporation, as may be amended from time to time, and in the Fund's Prospectus(es) and Statement(s) of Additional Information as from time to time in effect (the "Prospectus" and "SAI," respectively), and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Fund. Copies of the Fund's Prospectus and SAI have been or will be submitted to the Adviser. The Fund desires to employ and hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below.

  • Notice of Special Matters The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

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