Background to and reasons for the Merger Sample Clauses

Background to and reasons for the Merger. The Boards believe the Merger represents a compelling opportunity for both businesses to significantly accelerate their successful and complementary growth strategies, and in turn create value for shareholders and broader stakeholders. The Combined Group would offer significant customer benefits providing services across capital formation, access to deep, liquid and transparent trading markets, information services, and risk and balance sheet management services for a broad range of market participants. It would also help customers respond to an evolving regulatory landscape and support the development of a deeper Capital Markets Union in Europe. Creating a leading Europe-based global markets infrastructure group The Boards believe that the Merger represents a compelling opportunity for both companies to significantly enhance each other’s capabilities in an industry-defining combination. Through its enhanced position in the global markets infrastructure sector, the Boards believe that the Combined Group will be well placed to adapt to industry and regulatory dynamics, able to compete globally and create shareholder value based on a track record of execution and deep understanding of customers’ needs. Both LSEG and DBAG have a proven track record of delivering returns to shareholders, having generated total shareholder returns of 27 per cent. and 37 per cent. respectively in the two years to 22 February 2016 (being the latest practicable date prior to the date of the announcement made by LSEG on 23 February 2016 pursuant to Rule 2.4 of the City Code). The combination is highly complementary for LSEG and DBAG across divisions and asset classes; it accelerates their respective growth strategies resulting in a significantly enhanced product offering for customers, whilst broadening the Combined Group’s reach and distribution network through a truly global geographic footprint. The Combined Group, which will maintain a customer partnership model, will have over 70 strategic partnerships around the world and operations in over 30 countries and serve customers across the globe. The Boards believe this improved full service offering will offer significant benefits to their customers. In particular, margin relief and capital savings are expected to arise from the development of a portfolio margining service between listed and OTC derivative rate clearing markets. The Combined Group would be truly multi-asset class with positions in derivatives (2.3 billion derivati...
Sample 1Sample 2
AutoNDA by SimpleDocs
Background to and reasons for the Merger. Betfair and Paddy Power both have strong momentum and significant customer bases. The scale and momentum in the businesses has been achieved by developing distinctive brands and products, which are delivered through leading technology platforms by employees with deep expertise in betting and gaming. The Boards of Betfair and Paddy Power recognise the unique opportunity which exists for the businesses to combine their complementary strengths through the Merger and in doing so to better take advantage of the continuing growth in online betting and gaming. Enhanced scale and capabilities will leave the Combined Group better placed to compete in existing and new markets The combined revenues of Paddy Power and Betfair are £1.2 billion (€1.7 billion)1, 80 per cent. of which are from online channels, making the Combined Group one of the world’s largest public online betting and gaming companies. The revenues of the Combined Group will ensure it is better positioned to generate returns from investment in people, technology and marketing. When combined with the enhanced efficiency of operating at greater scale, the Boards of Paddy Power and Betfair believe that the Combined Group will be well positioned to compete in both existing and new markets and to create value for shareholders. Complementary products, channels and capabilities will give rise to revenue synergy opportunities The Boards of Paddy Power and Betfair believe that given the complementary nature of the respective strengths of Paddy Power and Betfair and through the enhanced technology, branding, marketing and, most importantly, the combined skills and talent of the over 7,000 employees across the Combined Group, it will be able to provide its customers across all markets with an improved offering. Whilst the process of formulating the detailed strategy of the Combined Group remains at an early stage, Betfair’s proprietary exchange betting platform and Paddy Power’s retail estates and proprietary gaming product provide examples of how the Combined Group could create a better offering for customers. Diversified group with strong platforms across online and retail in the UK and Ireland, and attractive international growth opportunities in Australia, the US and Continental Europe The Combined Group will benefit from a diversified business with: • online B2C licenses in UK, Australia, Ireland, USA, Italy, Spain, Bulgaria, Denmark, Romania, Gibraltar and Malta; • retail networks in the UK and in Ireland t...
Sample 1
Background to and reasons for the Merger 
Sample 1Sample 2Sample 3See All (5)

Related to Background to and reasons for the Merger

  • Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:

  • Continuous Nature of Representations and Warranties Each representation and warranty contained in this Agreement and the other Loan Documents shall be continuous in nature and shall remain accurate, complete and not misleading at all times during the term of this Agreement, except for those representations and warranties which are expressly limited by their terms to a specific date and taking into account any amendments to the Schedules and Exhibits hereto as a result of any disclosures made by Borrower to Agent after the Closing Date.

  • Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties (a) The Owner Trustee will (i) in accordance with its obligations pursuant to Section 3.2 of the Sale and Servicing Agreement, provide prompt written notice upon the discovery of any breach of the Seller’s representations and warranties, (ii) no later than five (5) Business Days after the end of each calendar quarter, provide to the Servicer, GM Financial and the Seller, a notice in substantially the form of Exhibit C, or any other form agreed upon between the Owner Trustee and the Seller, which shall be deemed acceptable to the Seller unless the Seller notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon reasonable written request by the Servicer, GM Financial or the Seller, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB.

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.