Financial assistance (share purchase)

Q4 Inc. Enters into Definitive Agreement to be Acquired by Sumeru Equity Partners

Retrieved on: 
Monday, November 13, 2023
Software, Other Communications, Finance, Public Relations, Investor Relations, Communications, Professional Services, Technology, Fintech, Rolling, Acquisition, Indian stock exchange, Toronto Stock Exchange, Stikeman Elliott, Related, Arrangement, Special, Judgement, Growth, TSX, Model Business Corporation Act, Superior (proposed U.S. state), Gibson Dunn, Disclosure, Minority, Organization, Independent, Q4, Financial assistance (share purchase), Inc., Dorsey & Whitney, Partnership, National instrument, Telephone, The Arrangement, LLP, Immediate, Stifel, Committee, Fairness opinion, Multilateral, Security (finance), Management, Cryptocurrency, Property management, Audit, Lease, Shareholder, Mount Meru, Court

Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.

Key Points: 
  • Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.
  • Q4 has become a central force in how thousands of public companies communicate and engage with the market.
  • The Q4 Platform, fueled by innovative technology, data, and insights, empowers our customers to communicate their investment story to the world.
  • The process and negotiation of the Arrangement with Sumeru were supervised by a committee of independent directors (the “Special Committee”).

BBTV HOLDINGS PROVIDES UPDATE AND SUPPLEMENTAL DISCLOSURE FOR SPECIAL MEETINGS

Retrieved on: 
Thursday, November 23, 2023
Canada Business Corporations Act, Disclosure, Rolling, Minority, Employment, Arrangement, Circular, Committee, Financial assistance (share purchase), TSX, News, Model Business Corporation Act, Security (finance), BBTV

BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.

Key Points: 
  • BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.
  • Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
  • Since issuing the Circular, BBTV has determined to extend the voting exclusion beyond that required by MI 61-101.
  • Moreover, BBTV hereby provides additional information regarding the Special Committee's determination to allow the Rolling Shareholders to roll their interest in BBTV.

Gaming Innovation Group secures pole position in casino affiliation by acquiring KaFe Rocks

Retrieved on: 
Wednesday, November 8, 2023
IGaming Business, EV, Family, Catena Media, EBITDA, Acquisition, Financial assistance (share purchase), Growth, Harvard Innovation Labs, Marketing, SPA, KAFE, EU, Acceleration, Gig, Fine chemical, Nightclub

ST JULIANS, Malta, Nov. 7, 2023 /PRNewswire/ -- Gaming Innovation Group Inc. (GiG) has today signed an agreement to acquire affiliate leader KaFe Rocks Ltd.

Key Points: 
  • ST JULIANS, Malta, Nov. 7, 2023 /PRNewswire/ -- Gaming Innovation Group Inc. (GiG) has today signed an agreement to acquire affiliate leader KaFe Rocks Ltd.
  • Through this strategic purchase, GiG Media will cement its position as the dominant lead generator within the lucrative online casino market.
  • Aimee Speight, spokesperson for KaFe Rocks, said: "It's a momentous occasion for KaFe Rocks to join forces with GiG Media.
  • This information is information that Gaming Innovation Group Inc. (GiG) is obliged to make public pursuant to the EU Market Abuse Regulation.

Gaming Innovation Group secures pole position in casino affiliation by acquiring KaFe Rocks

Retrieved on: 
Wednesday, November 8, 2023
IGaming Business, EV, Family, Catena Media, EBITDA, Acquisition, Financial assistance (share purchase), Growth, Harvard Innovation Labs, Marketing, SPA, KAFE, EU, Acceleration, Gig, Fine chemical, Nightclub

ST JULIANS, Malta, Nov. 7, 2023 /PRNewswire/ -- Gaming Innovation Group Inc. (GiG) has today signed an agreement to acquire affiliate leader KaFe Rocks Ltd.

Key Points: 
  • ST JULIANS, Malta, Nov. 7, 2023 /PRNewswire/ -- Gaming Innovation Group Inc. (GiG) has today signed an agreement to acquire affiliate leader KaFe Rocks Ltd.
  • Through this strategic purchase, GiG Media will cement its position as the dominant lead generator within the lucrative online casino market.
  • Aimee Speight, spokesperson for KaFe Rocks, said: "It's a momentous occasion for KaFe Rocks to join forces with GiG Media.
  • This information is information that Gaming Innovation Group Inc. (GiG) is obliged to make public pursuant to the EU Market Abuse Regulation.

H2O Innovation Signs Definitive Agreement to Be Acquired by Ember Alongside IQ, CDPQ and Management

Retrieved on: 
Tuesday, October 3, 2023
Other Manufacturing, Engineering, Chemicals, Plastics, Utilities, Manufacturing, Energy, Other Natural Resources, Mining, Minerals, Natural Resources, Davies Ward Phillips & Vineberg, Canada Business Corporations Act, Special, CDPQ, Entrepreneurship, Acquisition, Transaction, Toronto Stock Exchange, Canadian House of Commons Special Committee on Electoral Reform, HEO, Minority, Capital market, Financial assistance (share purchase), Innovation, Meeting, Philosophy, Privatization, TSX, Growth, Multilateral, Proxy, Scotiabank, LLP, Committee, Disclosure, Desjardins, Carbon, Blake, Cassels & Graydon, Investissement Québec, Water, Norton Rose Fulbright, Rollover, Weil, Gotshal & Manges, Partnership, MI, IQ, Arrangement, Prospectus, Consideration, OTCQX, Security (finance), Holding company, Management, Bank, Audit, Shareholder, Ember, Share (finance), Corporation, H2O

“After extensive work we have concluded that this transaction is in the best interest of H2O Innovation and fair to our Shareholders.

Key Points: 
  • “After extensive work we have concluded that this transaction is in the best interest of H2O Innovation and fair to our Shareholders.
  • In addition to the attractive premium offered to H2O Innovation’s Shareholders, Ember has agreed to key commitments for H2O Innovation and its stakeholders.
  • Upon completion of the Transaction, Ember will be the controlling shareholder of H2O Innovation, with IQ, CDPQ and the key executives of H2O Innovation, together, holding an equity interest in the Corporation of approximately 21%.
  • Scotiabank acted as exclusive financial advisor to H2O Innovation and Desjardins acted as independent financial advisor to the Special Committee.

EARLY WARNING NEWS RELEASE

Retrieved on: 
Monday, October 2, 2023
Call, Exercise, NOT, FOR, Toronto Stock Exchange, Related, Call option, MCI, Suite, WIRE, National instrument, Transaction, NEWS, TSX, News, Security (finance), Financial assistance (share purchase)

TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. Sven Grail ("Dr.Grail") as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Grail’s potential disposition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company"). The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points: 
  • The Call Option can only be exercised in pairs, such that the Purchaser must concurrently acquire a Class A Subordinate Voting Share and a Class B Multiple Voting Share.
  • Until the Call Option is exercised and their ownership transfers to the Purchaser, the Optioned Shares remain under the control of Dr. Grail subject to certain restrictions on transfer and voting as described in the early warning report referred to below.
  • Immediately prior to closing of the Transaction, Dr. Grail owned, or exercised control or direction over, 16,000,000 Class A Subordinate Voting Shares, 15,400,000 Class B Multiple Voting Shares and 44,894 deferred Class A Subordinate Voting Share units, representing 30.3% of the outstanding Class A Subordinate Voting Shares and 42.78% of the outstanding Class B Multiple Voting Shares.
  • An early warning report will be filed by Dr. Grail under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .

EARLY WARNING NEWS RELEASE

Retrieved on: 
Monday, October 2, 2023
Call, Exercise, NOT, FOR, Toronto Stock Exchange, Related, Call option, MCI, Suite, WIRE, National instrument, Transaction, NEWS, TSX, News, Security (finance), Financial assistance (share purchase)

TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. George Christodoulou ("Dr. Christodoulou ") as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Christodoulou’s potential disposition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company"). The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points: 
  • The Call Option can only be exercised in pairs, such that the Purchaser must concurrently acquire a Class A Subordinate Voting Share and a Class B Multiple Voting Share.
  • Until the Call Option is exercised and their ownership transfers to the Purchaser, the Optioned Shares remain under the control of Dr. Christodoulou subject to certain restrictions on transfer and voting as described in the early warning report referred to below.
  • Immediately prior to closing of the Transaction, Dr. Christodoulou owned, or exercised control or direction over, 17,051,934 Class A Subordinate Voting Shares, 15,400,000 Class B Multiple Voting Shares and 42,088 deferred Class A Subordinate Voting Share units, representing 32.3% of the outstanding Class A Subordinate Voting Shares and 42.78% of the outstanding Class B Multiple Voting Shares.
  • An early warning report will be filed by Dr. Christodoulou under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .

Neuberger Berman, Palos Capital and FinTech Ventures Complete Acquisition of IOU Financial

Retrieved on: 
Friday, September 29, 2023
TSX Venture Exchange, Financial assistance (share purchase), Fintech, IOU, LLLP, Neuberger Berman, Security (finance), Cryptocurrency

MONTREAL, Sept. 29, 2023 /PRNewswire/ - IOU Financial Inc. (TSXV: IOU) ("IOU" or the "Company") today announced the completion of the transaction under which 9494-3677 Québec Inc. (the "Purchaser"), a corporation created by a group composed of (i) funds managed by Neuberger Berman ("Neuberger Berman"), (ii) funds managed by Palos Capital, including Palos IOU Inc. (together with Palos Capital, "Palos"), a newly-formed company consisting of certain affiliates of Palos Capital, certain former shareholders of the Company and directors and officers of the Company, and (iii) Fintech Ventures Fund, LLLP ("FinTech"), has acquired all of the issued and outstanding common shares of IOU (the "Shares"), other than certain Shares held by Neuberger Berman, Palos and FinTech, who received, in respect of such Shares, consideration consisting of common shares of the Purchaser, for a purchase price of $0.22 in cash per Share.

Key Points: 
  • MONTREAL, Sept. 29, 2023 /PRNewswire/ - IOU Financial Inc. (TSXV: IOU) ("IOU" or the "Company") today announced the completion of the transaction under which 9494-3677 Québec Inc. (the "Purchaser"), a corporation created by a group composed of (i) funds managed by Neuberger Berman ("Neuberger Berman"), (ii) funds managed by Palos Capital, including Palos IOU Inc. (together with Palos Capital, "Palos"), a newly-formed company consisting of certain affiliates of Palos Capital, certain former shareholders of the Company and directors and officers of the Company, and (iii) Fintech Ventures Fund, LLLP ("FinTech"), has acquired all of the issued and outstanding common shares of IOU (the "Shares"), other than certain Shares held by Neuberger Berman, Palos and FinTech, who received, in respect of such Shares, consideration consisting of common shares of the Purchaser, for a purchase price of $0.22 in cash per Share.
  • As a result of the completed transaction, the Shares are expected to be delisted from the TSX Venture Exchange (the "TSX-V") at the close of trading on October 6, 2023.
  • The Company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.

Hepsiburada Announces the Purchase of 4,615,384 Class B Ordinary Shares of the Company from TurkCommerce

Retrieved on: 
Thursday, September 28, 2023
HEPS, Electronics manufacturing services, Financial assistance (share purchase), USD, District court, VWAP, Transaction, Supreme court, Annual report, County, Security (finance), Hepsiburada

ISTANBUL, Sept. 28, 2023 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), today announced that the Company has signed a contribution agreement (the “Contribution Agreement”) with TurkCommerce B.V. (“TurkCommerce”) pursuant to which the Company has agreed to purchase 4,615,384 Class B ordinary shares of the Company from TurkCommerce against payment of USD 5,732,306.93 (the “Share Purchase Price”), corresponding to a purchase price per share of USD 1.242 (the “Transaction”).

Key Points: 
  • ISTANBUL, Sept. 28, 2023 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), today announced that the Company has signed a contribution agreement (the “Contribution Agreement”) with TurkCommerce B.V. (“TurkCommerce”) pursuant to which the Company has agreed to purchase 4,615,384 Class B ordinary shares of the Company from TurkCommerce against payment of USD 5,732,306.93 (the “Share Purchase Price”), corresponding to a purchase price per share of USD 1.242 (the “Transaction”).
  • The price per share represents a discount of 10% over the official closing price on Nasdaq of one Hepsiburada American Depositary Share (“ADS”) on September 27, 2023 (and a discount of approximately 14% over the volume weighted average price (“VWAP”) of Hepsiburada ADSs during the thirty day period immediately preceding September 27, 2023 and a discount of approximately 20% over the VWAP of Hepsiburada ADSs during the sixty day period immediately preceding September 27, 2023).
  • The closing of the Transaction is expected to occur on or around October 12, 2023.
  • The Company is expected to use the Class B ordinary shares purchased in this Transaction for the purpose of delivering Class B ordinary shares under the Company’s Revised Incentive Plan adopted by the Board of Directors on April 24, 2023.

Sinovac Board of Directors Unanimously Rejects an Unsolicited Partial Tender Offer

Retrieved on: 
Tuesday, September 5, 2023
Biotechnology, General Health, Infectious Diseases, Health, Pharmaceutical, Agreement, Liquidity, Shareholder, NOT, Independent Monitoring Authority for the Citizens' Rights Agreements, Tender offer, Financial assistance (share purchase), Expiration date, Rights, Securities and Exchange Commission (Nigeria), Sale, Schedule, Tender, Expiration, Investment, Alternative, Cryptocurrency, Management, Sinovac Biotech, Purchasing, Share (finance)

Accordingly, the Board of Directors recommends that the Shareholders reject the Tender Offer and not tender their Shares for purchase pursuant to the Offer to Purchase by Alternative Liquidity.

Key Points: 
  • Accordingly, the Board of Directors recommends that the Shareholders reject the Tender Offer and not tender their Shares for purchase pursuant to the Offer to Purchase by Alternative Liquidity.
  • The Tender Offer was reviewed and considered by the Board of Directors, none of whom are affiliated with Alternative Liquidity.
  • The Board of Directors took into account various factors in evaluating the Tender Offer and in support of its recommendation that the Shareholders reject the Tender Offer and not tender their shares in the Tender Offer, including the following.
  • The Board of Directors’ belief in this regard is supported by Alternative Liquidity’s own characterization of the Tender Offer.