Wardwell | Jotup

Summit Materials to Combine with Argos USA, Creating a Materials-Led Enterprise with National Scale

Retrieved on:

Thursday, September 7, 2023

DENVER, Sept. 7, 2023 /PRNewswire/ -- Summit Materials, Inc. (NYSE: SUM) ("Summit," "Summit Materials," "Summit Inc." or the "Company") is pleased to announce it has entered into a definitive agreement with Cementos Argos S.A. (CCB.CN, CEMARGOS CB) ("Cementos Argos") under which Summit will combine with Argos North America Corp. ("Argos USA"), the U.S. operations of Cementos Argos in a cash and stock transaction valued at $3.2 billion.

Key Points:

Argos USA has a total installed cement grinding capacity of 9.6 million tons per annum with additional import capacity providing incremental scale and operational flexibility.
Anne Noonan, Summit Materials President and CEO said, "Combining Argos USA with Summit is a significant milestone as we execute against and accelerate our materials-led portfolio strategy.
The Summit Board of Directors is expected to comprise eight Summit-appointed representatives and three representatives appointed by Cementos Argos.
Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel to Summit Materials.

PracticeTek and Integrated Practice Solutions Merge to Create One of the Nation’s Largest Retail Healthcare Solutions Providers

Retrieved on:

Tuesday, September 5, 2023

PracticeTek, a leading provider of software and payments solutions to the retail healthcare market, today announced it has merged with Integrated Practice Solutions (“IPS”), a premier practice management and electronic health record software platform to form one of the nation’s largest retail healthcare solutions providers.

Key Points:

PracticeTek, a leading provider of software and payments solutions to the retail healthcare market, today announced it has merged with Integrated Practice Solutions (“IPS”), a premier practice management and electronic health record software platform to form one of the nation’s largest retail healthcare solutions providers.
George Ahn, CEO of IPS, has been named the new CEO of PracticeTek and Eric Leaver, the former CEO of PracticeTek, is transitioning to an advisor role.
The new PracticeTek will deliver comprehensive retail healthcare software workflow with pre-encounter, encounter, and post-encounter solutions made available to the 500,000 providers in the market.
Davis Polk & Wardwell LLP served as legal advisor to PracticeTek and Lightyear and Greenberg Traurig, LLP as legal advisor to PracticeTek.

Brillio Announces Investment by The Orogen Group

Retrieved on:

Tuesday, September 5, 2023

Wardwell, Insurance, Fortune 1000, AZB & Partners, Partnership, Kirkland & Ellis, Bain Capital, Partner, Latham & Watkins, Citigroup, AZB, Davis Polk, Artificial intelligence, J.P. Morgan & Co., J. P. Morgan, Sales, Brillio, Orogenic belt

EDISON, N.J., Sept. 5, 2023 /PRNewswire/ -- Brillio, a leading digital transformation services and solutions provider, today announced a significant milestone in its growth journey with the addition of The Orogen Group ("Orogen") as a strategic investor. Financial terms of the private transaction were not disclosed.

Key Points:

EDISON, N.J., Sept. 5, 2023 /PRNewswire/ -- Brillio , a leading digital transformation services and solutions provider, today announced a significant milestone in its growth journey with the addition of The Orogen Group ("Orogen") as a strategic investor.
Founded in 2014, Brillio is the partner of choice for many Fortune 1000 companies and among the fastest-growing digital technology service providers.
"We are thrilled to welcome Orogen to the Brillio family," said Raj Mamodia, Founder and Chief Executive Officer of Brillio.
We are proud to partner with the Orogen team and to continue our collaboration with Brillio.

Brillio Announces Investment by The Orogen Group

Retrieved on:

Tuesday, September 5, 2023

EDISON, N.J., Sept. 5, 2023 /PRNewswire/ -- Brillio, a leading digital transformation services and solutions provider, today announced a significant milestone in its growth journey with the addition of The Orogen Group ("Orogen") as a strategic investor. Financial terms of the private transaction were not disclosed.

Key Points:

EDISON, N.J., Sept. 5, 2023 /PRNewswire/ -- Brillio , a leading digital transformation services and solutions provider, today announced a significant milestone in its growth journey with the addition of The Orogen Group ("Orogen") as a strategic investor.
Founded in 2014, Brillio is the partner of choice for many Fortune 1000 companies and among the fastest-growing digital technology service providers.
"We are thrilled to welcome Orogen to the Brillio family," said Raj Mamodia, Founder and Chief Executive Officer of Brillio.
We are proud to partner with the Orogen team and to continue our collaboration with Brillio.

Hollysys Receives Notices of Intention to Request Special Meeting of Shareholders and Additionally an Unsolicited Offer to Acquire the Company

Retrieved on:

Tuesday, September 5, 2023

Exercise, Proposal, Wardwell, LLP, Virgin Islands, Notice of Intent to Revoke, Deutsche Bank, Davis Polk, Mourant, Letter, Management, Security (finance), BVI, Article

With a Demand Record Date now set for September 6, 2023, the Board, on or after September 6, 2023 will review any written requests to convene a special meeting.

Key Points:

With a Demand Record Date now set for September 6, 2023, the Board, on or after September 6, 2023 will review any written requests to convene a special meeting.
On determining that any such written requests are valid, the Board shall give notice to convene a special meeting of the shareholders in accordance with the Articles.
In addition, on August 24, 2023, the Company received a letter (the "Proposal") from Recco Control Technology and Dazheng Group (Hong Kong) Investment Holdings Company, setting out their previous unsolicited, non-binding offer to acquire all issued and outstanding shares of the Company at $25.00 per share in cash.
The Board and the management of the Company are committed to maximizing shareholder value, are currently evaluating options that would advance this goal and will update shareholders further as soon as appropriate.

Cleveland-Cliffs Receives Exclusive Assignment of Right to Bid from United Steelworkers

Retrieved on:

Friday, August 18, 2023

Professional Services, Manufacturing, Steel, Finance, Wardwell, Cleveland-Cliffs, MUFG, Section, Cliff, Paragraph, USW, Sale, Truist, UBS, United, Union, Letter, Wells Fargo, BLA, Labour, NYSE, J. P. Morgan, U.S. Steel

Cleveland-Cliffs Inc. (NYSE: CLF) (“Cleveland-Cliffs” or “Cliffs”) today announced receipt of the assignment of the United Steelworkers’ (USW) right to bid under their Basic Labor Agreement with United States Steel Corporation (NYSE:X) (“U.S.

Key Points:

Cleveland-Cliffs Inc. (NYSE: CLF) (“Cleveland-Cliffs” or “Cliffs”) today announced receipt of the assignment of the United Steelworkers’ (USW) right to bid under their Basic Labor Agreement with United States Steel Corporation (NYSE:X) (“U.S.
Steel”).
With this exclusive assignment, Cliffs is the only realistic buyer able to acquire the totality of U.S. Steel.
The assignment transfers to Cliffs the USW’s right to bid on such potential transactions.

MSCI announces acquisition of Burgiss, expanding private assets leadership and strengthening multi-asset class offering

Retrieved on:

Monday, August 14, 2023

Burgiss is a Hoboken, New Jersey-based market-leading provider of data, analytics, and technology solutions for investors in private assets.

Key Points:

Burgiss is a Hoboken, New Jersey-based market-leading provider of data, analytics, and technology solutions for investors in private assets.
Since its initial investment in January 2020 , MSCI will have invested an aggregate of $913 million to acquire all of Burgiss.
The Burgiss dataset covers over 13,000 private asset funds around the world, representing $15 trillion in cumulative investments across private equity, private real estate, private debt, infrastructure, and natural resources in 195 countries.
Burgiss’ leadership across all private asset classes complements MSCI’s own leading position in private real estate, which includes Real Capital Analytics, acquired in September 2021 .

Antares Audio Technologies, creator of the world-famous Auto-Tune® software suite, announces completion of minority investment by Atairos

Retrieved on:

Wednesday, August 16, 2023

Wardwell, Software as a service, Partnership, Human, Auto-Tune, Creativity, Lazard, Growth, Klipsch Audio Technologies, Software, Cassette tape

SAN FRANCISCO and NEW YORK, Aug. 16, 2023 /PRNewswire/ -- Antares Audio Technologies ("Auto-Tune" or the "Company"), developer of the iconic Auto-Tune vocal enhancement software suite, today announced that an affiliate of Atairos, an independent strategic investment company focused on supporting growth-oriented businesses, has completed a minority investment in the Company. Powered by Auto-Tune Unlimited, the leading comprehensive SaaS suite for vocal creators, Auto-Tune has become one of the largest and fastest growing creator tools companies in the world. The partnership with Atairos will provide Auto-Tune with substantial financial and strategic resources as it continues to expand the reach of its mission-critical software, empowering creators at all levels to express their best voice. Financial terms of the transaction were not disclosed.

Key Points:

We are proud that a world-class investor such as Atairos sees the massive untapped potential in using our technology to enhance creativity."
What visual editing software and filters have achieved in their respective categories, Auto-Tune will replicate for social engagement through audio and the human voice.
Alex Evans, Partner at Atairos, said: "We look forward to working with the Auto-Tune team to support the Company's remarkable growth.
Auto-Tune is the most famous audio creator tool in a world where opportunities for creative expression are exploding.

Cleveland-Cliffs Proposes to Acquire U.S. Steel

Retrieved on:

Sunday, August 13, 2023

Steel, Manufacturing, Wardwell, Cleveland-Cliffs, USW, Documentation, United Steelworkers, UBS, United, Letter, Wells Fargo, NYSE, J. P. Morgan, Security (finance), U.S. Steel

Mr. Goncalves concluded, “Most importantly, our proposal has the full support of the United Steelworkers union. This is a testament to our unwavering commitment to our employees -- which would number approximately 40,500 pro forma for the transaction -- as well as to the communities in which we operate. We have proven in our previous M&A transactions our strong track record of significant value creation and our ability to grow the business through the addition of thousands of union jobs. Finally, with this transaction we will create the only American member of the Top 10 steel companies in the World, joining a select group of just three other companies outside of China -- one European, one Japanese and one Korean. We believe that having Cleveland-Cliffs as a world-class, internationally competitive steel company is critical for our country to retain its economic leadership and to regain its manufacturing independence.”

Key Points:

That offer, which was reiterated in writing to the U.S. Steel Board on August 11, 2023, proposed acquiring 100% of the outstanding stock of U.S. Steel for a per share value of $17.50 in cash and 1.023 shares of Cliffs stock.
As of the close of market on Friday, August 11, 2023, this offer represents a 43% premium to U.S. Steel’s share price.
Notwithstanding the compelling economic terms of Cliffs’ offer, it was rejected as being “unreasonable” by the Board of Directors of U.S. Steel via a letter Cliffs received today, August 13, 2023.
Under the terms of the United Steelworkers’ (USW) collective bargaining agreement with U.S. Steel, the USW has the right to counter this proposal.

Arco Enters into Agreement to Go Private at a Price of US$14 per Share in Cash

Retrieved on:

Friday, August 11, 2023

The Per Share Merger Consideration values Arco at a total enterprise value of approximately US$1.5 billion.

Key Points:

The Per Share Merger Consideration values Arco at a total enterprise value of approximately US$1.5 billion.
As previously disclosed, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”) consisting of four independent directors to consider the Proposal.
Upon receiving the unanimous recommendation of the Special Committee, the Board approved the Agreement, the Merger and the other transactions contemplated by the Agreement.
In connection with the Merger, the Company will prepare and mail to its shareholders a proxy statement that will include a copy of the Agreement.