Arrangement

FINSIGHT Group Inc. Calls on Q4 Inc. Shareholders to Vote AGAINST the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 12, 2024
Special, Research, Face, Committee, Sale, Letter, Apathy, Growth, MIC, Revenue stream, Tax, NDA, Disclosure, Marketing, Arrangement, Shirin David, Frustration, Rolling, ARPC, NOT, Proxy, ALL, Fatigue, IPO, USD, Thoma Bravo, Negotiation, Security (finance)

NEW YORK, Jan. 12, 2024 (GLOBE NEWSWIRE) -- FINSIGHT Group Inc ("FINSIGHT"), a New York City based financial technology provider that beneficially owns over 2 million or approximately 5.6% of Q4’s outstanding shares and represents approximately 8.9% of the non-rolling shareholders, today called on its fellow Q4 Inc (“Q4” or the “Company”) shareholders to join FINSIGHT in voting AGAINST the Company’s proposed plan of arrangement to be acquired by Sumeru Equity Partners (“Sumeru”) (the “Arrangement”) at a special meeting of Q4 shareholders ("Special Meeting") currently scheduled for January 24, 2024. (All amounts in USD unless otherwise specified).

Key Points: 
  • The MIC disclosures and the perspectives of other shareholders shared with FINSIGHT, increased its conviction that the Arrangement should be opposed by all Q4 shareholders.
  • The consideration offered to Non-Rolling Shareholders by Sumeru Equity Partners, Q4 Management, and the other insiders is grossly inadequate.
  • FINSIGHT believes Non-Rolling Shareholders have a real and viable opportunity to vote down the Arrangement, given the concentration of long-term Non-Rolling Shareholders, and the exclusion of Rolling Shareholders from the ‘Majority of Minority’ vote.
  • Fellow shareholders, you do not have to accept this opportunistic value transfer from your pocket to that of the Rolling Shareholders and Sumeru.

Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Marathon Shareholders Vote FOR the Arrangement with Calibre

Retrieved on: 
Tuesday, January 9, 2024
Bay Street, ISS, Arrangement, Special, Glass Lewis, MOZ, Suite, TSX, Eastern Time Zone, Management

TORONTO, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon” or the “Company”; TSX: MOZ) is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have each recommended that Marathon shareholders (“Marathon Shareholders”) vote “FOR” Marathon’s proposed plan of arrangement (“Arrangement”) with Calibre Mining Corp. (“Calibre”) at the upcoming special meeting of Marathon Shareholders (the “Special Meeting”) to be held on Tuesday, January 16, 2024 at 10:00 a.m. (Toronto Time).

Key Points: 
  • TORONTO, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon” or the “Company”; TSX: MOZ) is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have each recommended that Marathon shareholders (“Marathon Shareholders”) vote “FOR” Marathon’s proposed plan of arrangement (“Arrangement”) with Calibre Mining Corp. (“Calibre”) at the upcoming special meeting of Marathon Shareholders (the “Special Meeting”) to be held on Tuesday, January 16, 2024 at 10:00 a.m. (Toronto Time).
  • Marathon Shareholders are encouraged to vote FOR the Arrangement by no later than 10:00 a.m. (Eastern Time) on Friday, January 12, 2024, being the proxy cut-off time for voting for the Special Meeting.
  • Please visit the Special Meeting page on our website for complete details and links to all relevant documents a t marathon-gold.com/investors/special-meeting/.
  • If you have questions about the meeting matters or require voting assistance, please contact Marathon‘s proxy solicitation agent, Laurel Hill Advisory Group, at:

Second Leading Proxy Advisory Firm Glass Lewis Recommends Q4 Inc. Shareholders Vote FOR the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 12, 2024
Software, Data Analytics, Internet, Finance, Public Relations, Investor Relations, Communications, Professional Services, Technology, Special, ISS, Essence, Arrangement, Glass Lewis, TSX, Telephone, Inc.

Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) vote “FOR” the proposed arrangement transaction (the “Arrangement”) whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm.

Key Points: 
  • Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) vote “FOR” the proposed arrangement transaction (the “Arrangement”) whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm.
  • Previously, proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) also recommended in favor of the Arrangement.
  • A special meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
  • We encourage Shareholders to vote for the proposed Arrangement at the Special Meeting.”
    Q4 encourages all Shareholders to follow the recommendation of both ISS and Glass Lewis and vote “FOR” the proposed Arrangement by January 22, 2024 at 10 a.m. (Toronto Time).

Q4 Inc. Receives Support from Independent Proxy Advisor ISS and Issues Materials Detailing Why Shareholders Should Vote FOR the Value-Maximizing Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Wednesday, January 10, 2024
Technology, Other Communications, Finance, Security, Fintech, Public Relations, Investor Relations, Communications, Professional Services, Software, Data Analytics, Circular, Essence, Arrangement, Special, RBC Capital Markets, Multimedia, Committee, Sale, TSX, Acquisition, Telephone, Letter, Rolling, Consideration, Inc., Security (finance)

The full text of the letter follows:

Key Points: 
  • The full text of the letter follows:
    Deadline to Submit Your Proxy Vote is January 22, 2024 at 10 a.m. (Toronto Time).
  • Thank you for your investment in Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”).
  • We believe that the rationale for the Arrangement is clear and that it represents the optimal pathway for Shareholders.
  • Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s shareholder communications advisor and proxy solicitation agent at:

Power Nickel Raises $2,180,000, Outlines 2024 Plans

Retrieved on: 
Tuesday, January 9, 2024
Carbon, Teck Resources, Gold, PGM, Arrangement, Critical, Valuation, Electronics, Lynch, Mining, Pods, LME, Metal injection molding, Plan, Environment, FINRA, Feasibility study, 3D, Dietary supplement, CIRO, Measurement, Nickel, Geology, Pod, ANT, Complaint, Technical report, MIM, Growth

It is expected in February that Power Nickel will announce the terms of the Plan of Arrangement and complete it in Q2.

Key Points: 
  • It is expected in February that Power Nickel will announce the terms of the Plan of Arrangement and complete it in Q2.
  • At that time, we would expect to have fully funded the spinout initial plans privately while unassociated with the Power Nickel balance sheet.
  • Power Nickel plans to sell both a 10% stake in the Company and a 10% offtake agreement on the production from any future mine at Nisk during H1 of 2024.
  • Together, we look forward to a very exciting and big year," added Power Nickel CEO Terry Lynch.

Q4 Inc. Files and Mails Management Information Circular for Special Meeting of Shareholders to Approve Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Wednesday, January 3, 2024
Technology, Other Communications, Finance, Security, Fintech, Public Relations, Investor Relations, Communications, Professional Services, Software, Data Analytics, Raymond James Financial, Consideration, Liquidity, Circular, Inc., Indian stock exchange, Acquisition, Committee, Stifel, Rolling, Arrangement, Meeting, IPO, TSX, Toronto Stock Exchange, Security (finance)

The Circular also provides information on related matters, including voting procedures, how to attend the virtual Meeting and instructions for Shareholders unable to attend the Meeting.

Key Points: 
  • The Circular also provides information on related matters, including voting procedures, how to attend the virtual Meeting and instructions for Shareholders unable to attend the Meeting.
  • The Meeting will be held virtually via live audio webcast accessed as more particularly set out in the Meeting Materials.
  • Julie Silcock, independent director and Chair of the independent Special Committee said, "The all-cash agreement with Sumeru Equity Partners delivers significant, immediate value to shareholders.
  • In assessing the transaction, the Special Committee considered a variety of reasons and factors, which are detailed in the Company’s management information circular.

AYR Announces Receipt of Senior Noteholder and Court Approval of Previously Announced Plan of Arrangement

Retrieved on: 
Friday, December 22, 2023
Canada Business Corporations Act, OTCQX, Arrangement, SVS, Proxy, Senior, Security (finance)

MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).

Key Points: 
  • MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).
  • The Company is pleased to announce that the Senior Noteholders voted to approve the Arrangement (the “Arrangement Resolution”) at the special meeting of Senior Noteholders held on December 15, 2023 (the “Meeting”).
  • The Arrangement Resolution, which required the approval of at least 662/3% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting, was approved by over 99% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting.
  • The results of the votes cast by the Senior Noteholders are set out in more detail below:

Marathon Gold Receives Interim Order and Intends to Mail and File Special Meeting Materials Today In Connection with its Proposed Combination with Calibre Mining

Retrieved on: 
Friday, December 22, 2023
Committee, Holiday, Arrangement, Mineral, MOZ, Consideration, Proxy, Commissioner, The Sundays, Competition, Bay Street, Toronto Stock Exchange, Canada Business Corporations Act, Suite, Funding, Circular, Competition Act, Gold, Interim order, TSX, Security (finance)

The purpose of the Marathon Meeting is to seek approval of the Marathon Shareholders in respect of the Arrangement.

Key Points: 
  • The purpose of the Marathon Meeting is to seek approval of the Marathon Shareholders in respect of the Arrangement.
  • Materials for the Marathon Meeting, including the Circular, will be available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.marathon-gold.com later today.
  • The Interim Order authorizes Marathon to proceed with various matters, including the holding of the Marathon Meeting to consider and vote on the proposed Arrangement.
  • As a Marathon Shareholder, it is very important that you read the Circular and related materials with respect to the Marathon Meeting carefully and then vote your Marathon Shares.

Dundee Precious Metals Announces Acquisition of Osino

Retrieved on: 
Monday, December 18, 2023
TSX Venture Exchange, Resource, Government, PIN, CapeNature, Committee, Arrangement, DPM, Consideration, Multilateral, ESG, Twin, Capital, Tax, Private, Hand, Mining, BMO Capital Markets, Transaction, Engineering, Webcast, Toronto Stock Exchange, VWAP, LLP, Acquisition, Gold, OSI, Rakita, TSX, Minority, Security (finance)

Upon completion of the Transaction, DPM will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7% of the combined company.

Key Points: 
  • Upon completion of the Transaction, DPM will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7% of the combined company.
  • David Rae, President and Chief Executive Officer of Dundee Precious Metals, made the following comments in relation to the Osino acquisition:
    “Twin Hills represents a unique opportunity to add a high-quality development asset in an excellent mining jurisdiction to our portfolio.
  • The Board of Directors of Osino (the “Osino Board”) appointed a special committee of independent directors (the “Special Committee”) to consider and make a recommendation to the Osino Board with respect to the Transaction.
  • Accordingly, the Osino Board and the Special Committee recommend that Osino shareholders vote in favour of the Transaction.

Aeterna Zentaris and Ceapro Announce Merger of Equals to Create a Diversified Biopharmaceutical Company

Retrieved on: 
Thursday, December 14, 2023
Par value, Aveeno, EDGAR, Research, Pharmacy, LLP, Consolidation, Transaction, TMX Group, Neutrogena, FGS, Arrangement, Growth, TSX, Toronto Stock Exchange, Exercise, Blake, Cassels & Graydon, Security (finance)

Shareholders of each company will share in future value creation, with existing securityholders of Aeterna and Ceapro to each own 50% of the combined company, respectively (assuming the exercise of all Transaction Warrants (as defined below)).

Key Points: 
  • Shareholders of each company will share in future value creation, with existing securityholders of Aeterna and Ceapro to each own 50% of the combined company, respectively (assuming the exercise of all Transaction Warrants (as defined below)).
  • The anticipated dual Nasdaq and TSX listing is expected to provide additional volume and an improved capital market profile for the combined company.
  • The terms of the Transaction are set out in a definitive arrangement agreement (the “Arrangement Agreement”) between Aeterna and Ceapro.
  • Similarly, certain officers and directors of Aeterna have entered into lock-up agreements with Ceapro, agreeing to vote their Aeterna common shares in favour of the Transaction.