The Proposed Acquisition. Under the terms of the Proposed Acquisition, which shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document and Form of Acceptance, Consort Shareholders will be entitled to receive: For each Consort Share 1,010 xxxxx in cash The Proposed Acquisition represents a premium of approximately: • 39.1 per cent. to the Closing Price of 726 xxxxx for each Consort Share on 15 November 2019 (being the last Business Day before the date of this announcement); and
The Proposed Acquisition. Pursuant to the SPA, the Company shall acquire the Sale Shares from the Vendors, representing fifty-one per cent. (51%) of the total issued ordinary share capital of the Target, for the Consideration of up to S$6,120,000. The Vendors have warranted that the Sale Shares will constitute 51% of the Target’s issued share capital (on a fully diluted basis) immediately after Completion. All of the Sale Shares in the Target owned by Xxx Xxxx and Xxxx Xxxxxxx (each of whom own 15 Sale Shares representing 15% of the Target’s issued share capital) will be acquired by the Company, and 21 Sale Shares (representing 21% of the Target’s issued share capital) will be acquired from NEIS. Upon Completion, the Company will own 51% of the Target and the Target will become a subsidiary of the Company, and NEIS will own the remaining 49% of the Target’s issued share capital. The Company agreed on the Consideration after substantive negotiations with the Vendors, taking into account a price earnings ratio of approximately 3 times that it is paying for its 51% stake in the Target. The Company has also considered the commercial viability of the Target Business and the current COVID-19 global pandemic in arriving at the Consideration. The Company also considered that it is issuing the Consideration Shares for the Proposed Acquisition and thus not materially affecting its current cashflow. It is also noted that Proposed Acquisition has been structured on an “earn-out” basis and the Company would only pay the full amount of the Consideration if the Target achieves a Target Group NPAT (as defined below) of S$2,000,000. Further details on the issuance of the Consideration Shares and the rationale of the Proposed Acquisition are set out in the sections below. The Sale Shares shall be acquired from the Vendors free from encumbrances and ranking pari passu with all other outstanding issued ordinary shares of the Target in respect of all rights, dividends, entitlements and advantages as of and including the date of Completion (“Completion Date”).
The Proposed Acquisition. 3. In October 1996, CCI entered into a merger agreement with Triad Systems Corporation ( Triad ) and announced its intention to commence a tender offer for all of the outstanding voting securities of Triad. Under the terms of the tender offer, Triad shareholders will receive $9.25 per share, or a total of approximately $181 million. Immediately prior to the CCI acquisition of Triad, Hicks, Muse, Xxxx & FurstH( icks Muse ), a private investment firm based in Dallas, Texas, will acquire over 50 percent of CCI stock and gain control of CCI.
The Proposed Acquisition. 4. In December 1996, Autodesk and Softdesk entered into an Agreement and Plan of Reorganization whereby Autodesk would acquire 100% of the voting securities of Softdesk in exchange for shares of Autodesk common stock with a value of $90 million (the “Acquisition”).
The Proposed Acquisition. Concurrently with the execution of this Agreement, the Company is entering into that certain Agreement and Plan of Merger (the “Acquisition Agreement”) by and among the Company, Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Parent”), Scripps Faraday Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Ion Media Networks, Inc., a Delaware corporation (“Target”), and BD ION Equityholder Rep LLC, a Delaware limited liability company, solely in its capacity as equityholder representative, pursuant to which Merger Sub will merge with and into Target, with Target being the surviving company (the “Surviving Company”), and as a result of which, Parent shall be the sole stockholder of the Surviving Company and the Surviving Company shall be an indirect wholly owned subsidiary of the Company (the “Acquisition”).
The Proposed Acquisition. On January 22, 2016, the Company entered into the MOU with the Vendor and Xxxxxxx Xxxxx in relation to the proposed acquisition of 51% of the equity interests in Wenzhou Guoda Investment Company* (溫州國大投資有限公司, the “Target Company”) from the Vendor by the Company through public bidding (the “Proposed Acquisition”), subject to the entering into of relevant formal agreement(s).
The Proposed Acquisition. On November 8, 2020, Casey’s entered into an agreement to acquire certain retail and wholesale fuel assets from Bucky’s and related entities (the “Acquisition”). The Commission’s Complaint alleges that the Acquisition, if consummated, would violate Section 7 of the Xxxxxxx Act, as amended, 15 U.S.C. § 18, and that the Acquisition agreement constitutes a violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, by substantially lessening competition for the retail sale of gasoline in seven local markets in Nebraska and Iowa, and by substantially lessening competition for the retail sale of diesel fuel in four local markets in Nebraska.
The Proposed Acquisition. PARAGRAPH FIVE: On or about October 16, 1996, Xxxxx and XxXxx entered into an agreement whereby Xxxxx will acquire 100 percent of the voting stock of OrNda, and OrNda stockholders will receive Xxxxx voting stock in exchange. Xxxxx will also assume OrNda debt. The total value of the transaction is about $3.1 billion. NATURE OF TRADE AND COMMERCE PARAGRAPH SIX: The relevant line of commerce in which to analyze the proposed acquisition is the production and sale of acute care inpatient hospital services and/or any narrower group of services contained therein.
The Proposed Acquisition. Pursuant to an Equity Purchase Agreement dated June 9, 2021, Buckeye will acquire 26 LLP terminals from Magellan for approximately $435 million (the “Acquisition”). The terminals are located in Alabama, Georgia, Missouri, North Carolina, South Carolina, Tennessee, and Virginia.
The Proposed Acquisition. Pursuant to the Cooperation Agreement, the Company proposes to acquire, by itself or by a company designated by it (“Proposed Purchaser”), 31% equity interests in 貴州產業投資基金管理有限公司 (English translation for identification purpose, Guizhou Industry Investment Fund Management Co., Ltd.) (“Fund Management Co.”) by making capital contribution of RMB15.5 million (“Proposed Acquisition”). Fund Management Co. is a limited liability company established in the People’s Republic of China (“PRC”). Guizhou Investment Group Co. is interested in 49% of the equity interests of Fund Management Co. The business scope of Fund Management Co. comprises entrusted management of equity investment funds, engaging in investment and financing management, corporate finance advisory and related information, engaging in investment in unlisted enterprises, and investment in non-public offering of shares of listed companies and related advisory services (subject to obtaining of permits for such business scope involving administrative approvals or consents). Completion of the Proposed Acquisition is subject to the Proposed Purchaser, as a foreign enterprise becoming a shareholder of Fund Management Co., having obtained all necessary approval and consent from the relevant regulatory authorities and having completed all certification or registration procedures in accordance with the applicable laws and regulations. Guizhou Investment Group Co. shall procure Fund Management Co. to undertake such approval and procedures. If such approval and procedures are not completed by 31 December 2014, the Proposed Purchaser’s obligation to proceed with the Proposed Acquisition will cease. Establishment of the Fund Pursuant to the Cooperation Agreement, the Company and Guizhou Investment Group Co. agree to jointly assist Fund Management Co. to establish an investment fund (“Fund”), which would mainly focus on medical and healthcare projects, and corporate reform, restructuring and merger and acquisition projects, in Guizhou Province of the PRC. It is proposed that (a) Guizhou Investment Group Co. will be responsible for coordinating relationships with different parties, consolidating the resources and identifying appropriate investment projects for the Fund whilst the Company will be responsible for coordinating the raising of funds for investment projects of the Fund as approved by the Company; and
