WHEN

FTC and DOJ to Co-Host October 5 Workshop on the 2023 Draft Merger Guidelines

Retrieved on: 
Wednesday, October 4, 2023

|WHAT:||The Federal Trade Commission and Justice Department are co-hosting a workshop to facilitate public dialogue on the 2023 Draft Merger Guidelines.

Key Points: 
  • |WHAT:||The Federal Trade Commission and Justice Department are co-hosting a workshop to facilitate public dialogue on the 2023 Draft Merger Guidelines.
  • The event is also co-hosted with the MIT Economics Department and the Mossavar-Rahmani Center for Business and Government, Harvard Kennedy School.|
    |WHEN:|
    Thursday, October 5, 2023, 1:30 p.m.
  • ET
    |WHERE:||The event will be held online and in person at the Harvard Kennedy School in Cambridge, Mass.
  • A full list of participants can be found on the event page.|
    |TWITTER:|
    Join the discussion on Twitter using the hashtag #DraftMergerGuides

CARL C. ICAHN

Retrieved on: 
Friday, August 4, 2023

Going forward, we intend to stick to our knitting and focus on our activist strategy while remaining appropriately hedged.

Key Points: 
  • Going forward, we intend to stick to our knitting and focus on our activist strategy while remaining appropriately hedged.
  • Most CEOs are not the best person for the job or even the most talented individual at the organization.
  • Shareholders find it hard to hold management teams and boards of directors accountable because there is no real corporate democracy.
  • We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

Western Asset Mortgage Capital Corporation Board Determines AG Mortgage Investment Trust, Inc. Proposal Is Superior to Terra Property Trust, Inc. Merger Agreement

Retrieved on: 
Friday, July 28, 2023

Consistent with its fiduciary duties, the WMC board of directors conducted a thorough and rigorous review of the MITT proposal and the TPT merger agreement before making its determination regarding MITT’s proposal.

Key Points: 
  • Consistent with its fiduciary duties, the WMC board of directors conducted a thorough and rigorous review of the MITT proposal and the TPT merger agreement before making its determination regarding MITT’s proposal.
  • WMC’s merger agreement with TPT remains in full force and effect, and the WMC board has not withdrawn or modified its recommendation regarding the pending transaction with TPT.
  • In accordance with the terms of the merger agreement with TPT, acceptance of a “Parent Superior Proposal” is subject to matching rights of TPT.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed TPT Merger and related matters.

Chase Corporation Enters Definitive Agreement to be Acquired by KKR for $1.3 Billion

Retrieved on: 
Friday, July 21, 2023

Under the terms of the agreement, KKR will acquire all outstanding shares of Chase common stock for $127.50 per share in cash, delivering substantial value to shareholders.

Key Points: 
  • Under the terms of the agreement, KKR will acquire all outstanding shares of Chase common stock for $127.50 per share in cash, delivering substantial value to shareholders.
  • “At Chase, we have always been deeply committed to continuously improving our operating performance while providing an outstanding customer experience.
  • In KKR, Chase has found the right strategic partner with strong cultural alignment combined with the experience and resources to help support our mission and drive future growth,” said Adam P. Chase, President and Chief Executive Officer of Chase Corporation.
  • The Board of Directors of Chase Corporation (the “Board”) has unanimously approved the transaction and recommends that shareholders vote in favor of the transaction.

Western Asset Mortgage Capital Corporation to Engage in Discussions With AG Mortgage Investment Trust, Inc.

Retrieved on: 
Tuesday, July 18, 2023

As a result of the WMC board’s determination, WMC intends to engage in discussions with MITT regarding its proposal, in accordance with the terms of the merger agreement with TPT.

Key Points: 
  • As a result of the WMC board’s determination, WMC intends to engage in discussions with MITT regarding its proposal, in accordance with the terms of the merger agreement with TPT.
  • In accordance with the terms of the merger agreement with TPT, acceptance of a “Parent Superior Proposal” is subject to matching rights of TPT.
  • There can be no assurance that the discussions with MITT will result in a transaction.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed TPT Merger and related matters.

Ellington Financial and Great Ajax Corp. Announce Definitive Merger Agreement

Retrieved on: 
Monday, July 3, 2023

Ellington Financial Inc. (NYSE: EFC) (“Ellington Financial”), a real estate investment trust investing in a diverse array of financial assets including residential and commercial mortgage loans, and Great Ajax Corp. (NYSE: AJX) (“Great Ajax”), a real estate investment trust that invests primarily in residential mortgage loans, announced today that they have entered into a definitive merger agreement pursuant to which Ellington Financial will acquire Great Ajax.

Key Points: 
  • Ellington Financial Inc. (NYSE: EFC) (“Ellington Financial”), a real estate investment trust investing in a diverse array of financial assets including residential and commercial mortgage loans, and Great Ajax Corp. (NYSE: AJX) (“Great Ajax”), a real estate investment trust that invests primarily in residential mortgage loans, announced today that they have entered into a definitive merger agreement pursuant to which Ellington Financial will acquire Great Ajax.
  • Strong Financial Rationale: Ellington Financial expects to rotate out of selected lower-yielding Great Ajax assets and redeploy capital in higher-yielding strategies.
  • In connection with the proposed merger, Ellington Financial intends to file a registration statement on Form S-4 with the SEC that includes a Great Ajax proxy statement and an Ellington Financial prospectus.
  • Ellington Financial and Great Ajax and their respective directors and executive officers and certain other affiliates of Ellington Financial and Great Ajax may be deemed to be participants in the solicitation of proxies from Great Ajax stockholders in connection with the proposed merger.

Terra Property Trust and Western Asset Mortgage Capital Corporation Announce Merger to Form Credit-Oriented Real Estate Investment Trust

Retrieved on: 
Wednesday, June 28, 2023

Under the terms of the Agreement, WMC will issue to TPT stockholders newly designated shares of WMC Class B common stock as merger consideration.

Key Points: 
  • Under the terms of the Agreement, WMC will issue to TPT stockholders newly designated shares of WMC Class B common stock as merger consideration.
  • The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed merger and related matters.
  • WMC and TPT also expect to file with the SEC other documents regarding the merger.
  • These documents are available free of charge on the SEC’s website and from WMC or TPT, as applicable, using the sources indicated above.

KUSHNER PROPOSES TO ACQUIRE FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY FOR $22.00 PER SHARE IN CASH

Retrieved on: 
Wednesday, June 28, 2023

NEW YORK, June 27, 2023 /PRNewswire/ -- K Corp Acquisitions LLC, a Kushner company, today sent the following letter to the Board of Directors of First Real Estate Investment Trust of New Jersey, Inc. (OTC: FREVS) ("FREVS" or the "Trust") proposing to acquire FREVS for $22.00 per share in cash:

Key Points: 
  • For shareholders, this proposal represents a 52.25% premium over yesterday's closing price of $14.45 per share and a 53.73% premium over the trailing 30-trading day volume weighted average price of $14.31 per share.
  • We firmly believe this proposal will have wide-ranging support among the Trust's shareholders.
  • We urge those constituencies who want to see FREVS sold to make their views known and have their voicesheard by the Board.
  • We reserve the right to withdraw or modify any proposal at any time and for any reason.

Nano Dimension Highlights Advantages of Its $18.00 Cash Per Share Special Tender Offer for Stratasys vs. Other Alternatives

Retrieved on: 
Thursday, June 8, 2023

On May 25, 2023, Nano Dimension commenced a Special Tender Offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys for $18.00 per share in cash.

Key Points: 
  • On May 25, 2023, Nano Dimension commenced a Special Tender Offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys for $18.00 per share in cash.
  • The presentation is summarized below:
    The Company’s $18.00 per share special tender offer delivers certain, near-term premium, all-cash value to Stratasys shareholders.
  • The Company has cash and cash equivalents on hand totaling approximately $1 billion to complete the special tender offer.
  • Nano Dimension has filed with the SEC a tender offer statement on Schedule TO, including an offer to purchase, which provides the terms and conditions of the special tender offer.

Nano Dimension’s Conference Call: Special Tender Offer to Increase Ownership in Stratasys

Retrieved on: 
Tuesday, May 30, 2023

Waltham, Mass, May 30, 2023 (GLOBE NEWSWIRE) -- As previously announced, Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, will host a conference call on Tuesday, May 30th, 2023 at 9:00 a.m. EDT (4:00 p.m. IDT) to discuss its special tender offer to increase its ownership in Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”), as well as the merits of Stratasys’ proposed deal with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”, “DM”), which are being positioned as an alternative to the Company’s aforementioned special tender offer.

Key Points: 
  • On May 25, 2023, Nano Dimension filed with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other tender offer documents.
  • The Company expects that Stratasys will file with the SEC a solicitation/recommendation statement on Schedule 14D-9, as required by the tender offer rules.
  • Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer, named in the tender offer statement.
  • Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com .