HSR

EQS-News: MorphoSys Announces U.S. Antitrust Clearance of Proposed Acquisition by Novartis Under HSR Act

Retrieved on: 
Wednesday, April 10, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced the receipt of U.S. antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the proposed acquisition of MorphoSys by Novartis AG (“Novartis”), following the expiration of the HSR Act waiting period.

Key Points: 
  • MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced the receipt of U.S. antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the proposed acquisition of MorphoSys by Novartis AG (“Novartis”), following the expiration of the HSR Act waiting period.
  • MorphoSys previously also announced the receipt of antitrust clearance in Germany and Austria.
  • As a result, the proposed acquisition of MorphoSys by Novartis has now received all mandatory regulatory approvals.
  • MorphoSys and Novartis continue to expect the closing of the Takeover Offer to take place in the first half of 2024.

Brightline West Awards Atlas Engineering and Design Contract

Retrieved on: 
Tuesday, April 9, 2024

AUSTIN, Texas, April 09, 2024 (GLOBE NEWSWIRE) -- Atlas Technical Consultants Inc. (Atlas), a leading provider of infrastructure and environmental solutions, has been selected among a team of consultants to manage the geotechnical engineering and design of Brightline West — a fully electric, passenger high-speed rail (HSR) system that will connect Southern California and Las Vegas.

Key Points: 
  • AUSTIN, Texas, April 09, 2024 (GLOBE NEWSWIRE) -- Atlas Technical Consultants Inc. (Atlas), a leading provider of infrastructure and environmental solutions, has been selected among a team of consultants to manage the geotechnical engineering and design of Brightline West — a fully electric, passenger high-speed rail (HSR) system that will connect Southern California and Las Vegas.
  • “As a nation, we are collectively seeking sustainable transportation solutions, and Brightline West will set a precedent for the future of mobility,” said Atlas CEO Jacque Hinman.
  • Trains will be capable of achieving speeds of 200 mph, making Brightline West the fastest high-speed rail system in America.
  • By providing essential insights into ground stability and potential hazards, Atlas will inform crucial decisions throughout development, mitigating risks and optimizing design for long-term reliability.

Model N to be Acquired by Vista Equity Partners For $1.25 Billion

Retrieved on: 
Monday, April 8, 2024

Model N (NYSE: MODN), a leader in revenue optimization and compliance for pharmaceutical, medtech, and high-tech innovators, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (“Vista”), a leading global investment firm focused exclusively on enterprise software, data, and technology-enabled businesses.

Key Points: 
  • Model N (NYSE: MODN), a leader in revenue optimization and compliance for pharmaceutical, medtech, and high-tech innovators, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (“Vista”), a leading global investment firm focused exclusively on enterprise software, data, and technology-enabled businesses.
  • Under the terms of the agreement, Vista will acquire all the outstanding shares of Model N common stock for $30.00 per share in an all-cash transaction valued at approximately $1.25 billion.
  • Upon completion of the transaction, Model N will become a privately held company and shares of Model N common stock will no longer be listed on any public market.
  • Jefferies LLC is serving as exclusive financial advisor and provided a fairness opinion to Model N, and Fenwick & West LLP is serving as legal counsel.

Sunoco LP and NuStar Energy L.P. Announce Expiration of Hart-Scott-Rodino Act Waiting Period

Retrieved on: 
Tuesday, April 9, 2024

DALLAS, April 9, 2024 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco" or "SUN") and NuStar Energy L.P. (NYSE: NS) ("NuStar" or "NS") today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), in connection with Sunoco's pending acquisition of NuStar.

Key Points: 
  • DALLAS, April 9, 2024 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco" or "SUN") and NuStar Energy L.P. (NYSE: NS) ("NuStar" or "NS") today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), in connection with Sunoco's pending acquisition of NuStar.
  • The expiration of the waiting period under the HSR Act satisfies an important condition necessary for the completion of the transaction.
  • A NuStar unitholder vote is scheduled for May 1, 2024 at 9:00 am Central Time.
  • NuStar unitholders are anticipated to receive Sunoco's distributions for the first quarter of 2024 following the closing of the transaction.

Identiv Announces Asset Purchase Agreement with Security Solutions Provider Vitaprotech for $145 Million

Retrieved on: 
Wednesday, April 3, 2024

Identiv, Inc. (NASDAQ: INVE), a global digital security and identification leader in the Internet of Things (IoT), has entered into a definitive asset purchase agreement to sell its physical security, access card, and identity reader operations and assets to Vitaprotech, a security solutions provider.

Key Points: 
  • Identiv, Inc. (NASDAQ: INVE), a global digital security and identification leader in the Internet of Things (IoT), has entered into a definitive asset purchase agreement to sell its physical security, access card, and identity reader operations and assets to Vitaprotech, a security solutions provider.
  • Under the terms of the agreement, Identiv will receive a cash payment of $145 million upon closing of the transaction, subject to customary adjustments.
  • “Our globally recognized security business naturally aligns with Vitaprotech’s strategy and vision for the market, creating a world leader in enterprise security.
  • Upon closing, certain senior executives will join Vitaprotech, including Identiv CEO Steven Humphreys, at which time incoming President Kirsten Newquist will assume the role of CEO of Identiv.

AECOM publishes new high-speed rail report presenting first-of-its-kind research on the future of rail delivery

Retrieved on: 
Wednesday, March 13, 2024

Research presented in the report found that economic growth, technology, adaptability and on-time completion prove the most critical success factors in the first year of HSR operation.

Key Points: 
  • Research presented in the report found that economic growth, technology, adaptability and on-time completion prove the most critical success factors in the first year of HSR operation.
  • Success factors also varied widely by region:
    Europe’s primary success factors included a reduction in air/vehicle traffic, use of the latest technology, and future adaptability.
  • For the Asia and Pacific region, on-time completion, low environmental impact, and social benefits comprised the top key success factors.
  • The Company’s work includes California High-Speed Rail, HS1 in the UK, and Taiwan High-Speed Rail.

Gilead Sciences Announces Expiration of Hart-Scott-Rodino Waiting Period for CymaBay Tender Offer

Retrieved on: 
Monday, March 11, 2024

Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to Gilead’s cash tender offer for CymaBay Therapeutics, Inc. expired at 11:59 p.m. on March 8, 2024.

Key Points: 
  • Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to Gilead’s cash tender offer for CymaBay Therapeutics, Inc. expired at 11:59 p.m. on March 8, 2024.
  • On February 22, 2024, Gilead and CymaBay filed the Premerger Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice.
  • The expiration of the HSR waiting period satisfies one of the conditions to consummate the tender offer.
  • Unless the tender offer is extended, the offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on March 21, 2024.

Belden Launches Hirschmann BXP (BOBCAT eXtreme Performance) Managed Switch

Retrieved on: 
Wednesday, February 21, 2024

Belden Inc. (NYSE: BDC), a leading global supplier of network infrastructure and digitization solutions, today announced the launch of its Hirschmann BXP (BOBCAT eXtreme Performance) managed switch.

Key Points: 
  • Belden Inc. (NYSE: BDC), a leading global supplier of network infrastructure and digitization solutions, today announced the launch of its Hirschmann BXP (BOBCAT eXtreme Performance) managed switch.
  • The BOBCAT managed switch provides powerful benefits, such as:
    High port density, including 20-port and 28-port variants, to connect more network devices.
  • “BXP adds value through simplified web-based configuration, flexible Layer 2 or Layer 3 switch configuration options, and advanced security via the Hirschmann Operating System (HiOS).
  • The BXP has attained multiple international and industry certifications – including Conformité Européenne (CE), International Electrotechnical Commission (IEC), and Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH).

New HSR thresholds and filing fees for 2024

Retrieved on: 
Thursday, February 8, 2024

New HSR thresholds and filing fees for 2024The 2023 Consolidated Appropriations Act created new filing fee tiers with new filing fees and the thresholds for these filing fees, as well as the fee amounts, are also adjusted annually along with the jurisdictional thresholds.

Key Points: 

New HSR thresholds and filing fees for 2024

  • The 2023 Consolidated Appropriations Act created new filing fee tiers with new filing fees and the thresholds for these filing fees, as well as the fee amounts, are also adjusted annually along with the jurisdictional thresholds.
  • The Commission recently announced the updated jurisdictional thresholds and the updated fee schedule, both of which will become effective on March 6, 2024.

Rule 1: The correct threshold for determining reportability is the one in effect at the time of closing.

  • This is often referred to as the “$50 million (as adjusted)” threshold because it started at $50 million and is now adjusted annually.
  • For 2024, that threshold will be $119.5 million.
  • Here are the new jurisdictional thresholds, effective on March 6, 2024: ORIGINAL THRESHOLD ADJUSTED THRESHOLD $10 million $23.9 million $50 million $119.5 million $100 million $239 million $110 million $262.9 million $200 million $478 million $500 million $1.195 billion $1 billion $2.390 billion

Rule 2: The filing fee is determined by the value of the transaction at the time of filing.

  • If you determine that a transaction is reportable, the filing fee should be based on the filing fee threshold that is in effect at the time of filing.
  • Here are the new filing fee thresholds, as well as the adjusted fee amounts, revised in accordance with the 2023 Consolidated Appropriations Act and effective on March 6, 2024: FILING FEE SIZE OF TRANSACTION $30,000 less than $173.3 million $105,000 not less than $173.3 million but less than $536.5 million $260,000 not less than $536.5 million but less than $1.073 billion $415,000 not less than $1.073 billion but less than $2.146 billion $830,000 not less than $2.146 billion but less than $5.365 billion $2,335,000 $5.365 billion or more

Rule 3: Notification thresholds for subsequent purchases adjust yearly, too.

Gildan Sets Meeting Date and Provides Regulatory Update

Retrieved on: 
Monday, January 29, 2024

Shareholders will receive details about the matters to be presented at the Meeting and about how to vote in a management information circular to be delivered to them in advance of the Meeting.

Key Points: 
  • Shareholders will receive details about the matters to be presented at the Meeting and about how to vote in a management information circular to be delivered to them in advance of the Meeting.
  • The Company also agrees with shareholders who hold the view that a meeting is not required to resolve this matter.
  • But for the violation of the HSR Act, Browning West would not have held sufficient shares to exercise the right to requisition a meeting under Canadian corporate law.
  • The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.