Posts Tagged ‘proxy statement’

PAREXEL International Enters Definitive Agreement to Be Acquired by Pamplona Capital Management for $88.10 Per Share in Cash | Business Wire

BOSTON & NEW YORK–(BUSINESS WIRE)–PAREXEL International Corporation (NASDAQ: PRXL), a leading global

biopharmaceutical services provider, and Pamplona Capital Management,

LLP (Pamplona) today announced that they have entered into a definitive

agreement under which Pamplona will acquire all of the outstanding

shares of PAREXEL for $88.10 per share in cash in a transaction valued

at approximately $5.0 billion, including PAREXEL’s net debt.

The purchase price represents a 27.9% premium to PAREXEL’s unaffected

closing stock price on May 5, 2017, the last trading day prior to

published market speculation regarding a potential transaction involving

the Company; a 38.5% premium to the unaffected 30-day volume weighted

average closing share price of PAREXEL’s common stock ended May 5, 2017;

and a 23.3% premium to the Company’s undisturbed 52-week high.

“Today’s announcement is the culmination of a comprehensive review of

the opportunities available to the Company, including interest solicited

and received from multiple parties with the assistance of independent

financial and legal advisors. Having considered these opportunities, the

PAREXEL Board of Directors unanimously determined that this all-cash

transaction and the significant, certain value it provides is in the

best interest of PAREXEL shareholders, as well as our company,” said

Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL.

“PAREXEL benefits from a strong operating foundation with expertise and

resources to support our clients in their clinical trials around the

world. However, as our results over the past year show, the market for

biopharmaceutical services is evolving. We believe the more flexible

corporate structure afforded by this transaction will better position us

to advance PAREXEL’s strategy in light of these realities and to shape

the Company to best capitalize on our exciting market opportunities.”

Mr. von Rickenbach continued, “Pamplona has significant experience in

the pharmaceutical and healthcare industries, and we are pleased to have

their support as we work to realize the long-term opportunity for

PAREXEL. This transaction and the meaningful value it delivers for our

shareholders is a testament to the 19,600 employees who help our clients

advance the development and commercialization of new medical therapies

worldwide, and we will remain focused on providing our clients with the

service and support that have long set PAREXEL apart.”

Jeremy Gelber, M.D., Partner at Pamplona, said, “We have great respect

for the global leadership that Josef and the talented employees at

PAREXEL have built. We are excited to partner with a company and a team

that have a strong track record in helping to successfully navigate the

complexities innate to the biopharmaceutical industry and bring new

therapies to market.”

The transaction is not subject to a financing condition. Bank of America

Merrill Lynch and J.P. Morgan Chase Bank, N.A. have provided committed

financing for the transaction.

The transaction is expected to close early in the fourth quarter of

2017, subject to the approval of a majority of PAREXEL shareholders and

the satisfaction of other customary closing conditions.

PAREXEL expects to hold a Special Meeting of Shareholders to consider

and vote on the proposed agreement with Pamplona as soon as practicable

after the mailing of the proxy statement to shareholders.

The PAREXEL Board of Directors unanimously approved the transaction and

intends to recommend that all PAREXEL shareholders vote to approve the

agreement with Pamplona.

Upon the completion of the transaction, PAREXEL will become a privately

held company and shares of PAREXEL’s common stock will no longer be

listed on any public market.

Goldman Sachs & Co. LLC is acting as financial advisor to PAREXEL, and

Goodwin Procter LLP is serving as legal counsel.

Perella Weinberg Partners LP is acting as financial advisor to Pamplona,

and Kirkland & Ellis LLP is serving as legal counsel.

About PAREXEL International

PAREXEL International Corporation is a leading global biopharmaceutical

services company, providing a broad range of expertise-based clinical

research, consulting, medical communications, and technology solutions

and services to the worldwide pharmaceutical, biotechnology and medical

device industries. Committed to providing solutions that expedite

time-to-market and peak-market penetration, PAREXEL has developed

significant expertise across the development and commercialization

continuum, from drug development and regulatory consulting to clinical

pharmacology, clinical trials management, and reimbursement. PAREXEL

Informatics provides advanced technology solutions, including medical

imaging, to facilitate the integrated clinical development and

regulatory information management process. Headquartered near Boston,

Massachusetts, PAREXEL has offices in 86 locations in 51 countries

around the world, and has approximately 19,600 employees. For more

information about PAREXEL International visit www.PAREXEL.com.

PAREXEL and PAREXEL Informatics are trademarks or registered trademarks

of PAREXEL International Corporation or its affiliates. All other

trademarks are the property of their respective owners.

About Pamplona Capital Management

Pamplona Capital Management is a London, New York, and Boston-based

specialist investment manager established in 2005 that provides an

alternative investment platform across private equity, fund of hedge

funds, and single-manager hedge fund investments. Pamplona manages over

$10 billion in assets across a number of funds for a variety of clients

including public pension funds, international wealth managers,

multinational corporations, family offices, and funds of hedge funds.

Pamplona invests long-term capital across the capital structure of its

portfolio companies in both public and private market situations and has

been one of the most active private equity investors in healthcare in

recent years. Notable recent Pamplona healthcare investments include

nThrive, Formativ Health, Brighton Health Group, Alvogen, Spreemo,

PatientCo and Intralign. Please see www.pamplonafunds.com

for further information.

Additional Information about the Proposed Transaction and Where to

Find It

PAREXEL plans to file with the U.S. Securities and Exchange Commission

(“SEC”) and furnish its shareholders with a proxy statement in

connection with the proposed transaction with Pamplona and security

holders of PAREXEL are urged to read the proxy statement and the other

relevant materials when they become available because such materials

will contain important information about PAREXEL, Pamplona and their

respective affiliates and the proposed transaction. The proxy statement

and other relevant materials (when they become available), and any and

all other documents filed by PAREXEL with the SEC, may be obtained free

of charge at the SEC’s website at www.sec.gov.

In addition, investors may obtain a free copy of PAREXEL’s filings from

PAREXEL’s website at www.PAREXEL.com

or by directing a request to: PAREXEL International Corporation, 195

West Street, Waltham, Massachusetts 02451, Attn: Ron Aldridge, Senior

Director of Investor Relations.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND

THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING

ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED

TRANSACTION.

Participants in the Solicitation

PAREXEL and its directors and executive officers may be deemed to be

participants in the solicitation of proxies from the security holders of

PAREXEL in connection with the proposed transaction. Information about

those directors and executive officers of PAREXEL, including their

ownership of PAREXEL securities, is set forth in the proxy statement for

PAREXEL’s 2016 Annual Meeting of Stockholders, which was filed with the

SEC on October 26, 2016, as amended and supplemented by other PAREXEL

filings with the SEC. Investors and security holders may obtain

additional information regarding the direct and indirect interests of

PAREXEL and its directors and executive officers in the proposed

transaction by reading the proxy statement and other public filings

referred to above.

Forward-Looking Statements

This press release includes forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995. These

forward-looking statements include, but are not limited to, potential

opportunities to accelerate PAREXEL’s growth and enhance its delivery of

world-class solutions to its customers; PAREXEL’s position to capitalize

on an increased trend for outsourcing of pharmaceutical products and

services; the expected impact of this transaction on PAREXEL’s financial

and operating results and business, the operation and management of

PAREXEL after the acquisition, the anticipated funding for the

transaction, and the timing of the closing of the acquisition. The words

“anticipates”, “believes”, “expects”, “may”, “plans”, “predicts”,

“will”, “potential”, “goal” and similar expressions are intended to

identify forward-looking statements, although not all forward-looking

statements contain these identifying words. Readers should not place

undue reliance on these forward-looking statements. PAREXEL’s actual

results may differ materially from such forward-looking statements as a

result of numerous factors, some of which PAREXEL may not be able to

predict and may not be within PAREXEL’s control. Factors that could

cause such differences include, but are not limited to, (i) the risk

that the proposed merger may not be completed in a timely manner, or at

all, which may adversely affect PAREXEL’s business and the price of its

common stock, (ii) the failure to satisfy all of the closing conditions

of the proposed merger, including the adoption of the Merger Agreement

by PAREXEL’s stockholders and the receipt of certain governmental and

regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the

occurrence of any event, change or other circumstance that could give

rise to the termination of the Merger Agreement, (iv) the effect of the

announcement or pendency of the proposed merger on PAREXEL’s business,

operating results, and relationships with customers, suppliers,

competitors and others, (v) risks that the proposed merger may disrupt

PAREXEL’s current plans and business operations, (vi) potential

difficulties retaining employees as a result of the proposed merger,

(vii) risks related to the diverting of management’s attention from

PAREXEL’s ongoing business operations, and (viii) the outcome of any

legal proceedings that may be instituted against PAREXEL related to the

Merger Agreement or the proposed merger. In addition, PAREXEL’s actual

performance and results may differ materially from those currently

anticipated due to a number of risks including, without limitation:

changes in customers’ spending and demand and the trends in

pharmaceutical companies’ outsourcing of research and development;

PAREXEL’s ability to provide quality and timely services and to compete

with other companies providing similar services; PAREXEL’s ability to

comply with strict government regulations of the drug, medical device

and biotechnology industry; PAREXEL’s ability to successfully integrate

past and future acquisitions, including the acquisitions of Health

Advances, LLC, ExecuPharm, Inc., and The Medical Affairs Company, LLC,

and to realize the expected benefits of each; a change in PAREXEL’s

relationships with its largest customers; PAREXEL’s ability to service

its indebtedness; PAREXEL’s ability to protect its technology and

proprietary information and the confidential information of its

customers; the loss, modification, or delay of contracts which would,

among other things, adversely impact the Company’s recognition of

revenue included in backlog; the Company’s dependence on certain

industries and clients; the risk of patent infringement and other

litigation; as well as those risks discussed in PAREXEL’s Annual Report

on Form 10-K for the year ended June 30, 2016 as filed with the

Securities and Exchange Commission (SEC) on September 9, 2016,

subsequent Quarterly Reports filed with the SEC and PAREXEL’s other SEC

filings. Numerous factors, including those noted above, may cause actual

results to differ materially from current expectations. PAREXEL

expressly disclaims any current intention or obligation to update any

forward-looking statement in this press release to reflect future events

or changes in facts affecting the forward-looking statements contained

in this press release.

Be the first to comment - What do you think?  Posted by admin - July 16, 2017 at 3:44 pm

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Special Committee Cautions Dell Stockholders Regarding Carl Icahn’s Misleading Statements About Appraisal Rights | Business Wire

ROUND ROCK, Texas–(BUSINESS WIRE)–The Special Committee of the Board of Directors of Dell Inc. (NASDAQ:

DELL) today issued the following statement regarding Carl Icahn’s

efforts to encourage Dell stockholders to pursue appraisal proceedings

after completion of the transaction proposed by Michael Dell and Silver

Lake:

“The Special Committee cautions Dell stockholders that Carl Icahn’s

latest entreaties that they pursue appraisal with respect to the Dell

acquisition misrepresent the risks and costs involved in this course of

action. Mr. Icahn’s letters claim that seeking appraisal is a

“no-brainer” involving “no risk” and that stockholders “might get lucky”

if they follow his advice.

“In fact, pursuing appraisal involves substantial risks and costs.

First, if a sufficiently large number of shareholders seek appraisal and

thus do not vote in favor of the acquisition (which is required to

pursue appraisal rights), the merger agreement will be terminated, the

merger will not occur, stockholders will not have the opportunity to

receive the $13.65 per share cash merger consideration, there will be no

appraisal rights, and stockholders will continue to bear the risks of

holding their Dell shares. Second, there is no assurance a court would

determine the fair value of Dell shares to be greater than $13.65 – and

it could determine the value to be less. The $13.65 price has been known

by the market since early February and no buyer, including Mr. Icahn,

has offered to purchase Dell for a higher price. Third, litigating

appraisal proceedings is a protracted and expensive process that each

shareholder would have to endure and fund individually. Finally, Mr.

Icahn’s claim that the buyers may settle appraisal proceedings for an

amount in excess of $13.65 within 60 days after the merger is baseless

and, in fact, is directly contradicted by the buyers’ stated intention

not to do so as set forth in Dell’s definitive proxy statement.

“Mr. Icahn is asking Dell stockholders to vote against the certainty of

$13.65 per share in cash to pursue a highly speculative appraisal

remedy. He is also asking them, if the merger does not occur, to cede

full control of Dell’s board to nominees of the Icahn group and then to

hope for a highly leveraged recapitalization transaction that he himself

admits may never come to fruition.

“The Special Committee urges stockholders not to be misled by Mr.

Icahn’s characterization of the appraisal option and to consider their

options with great care, and continues to recommend that shareholders

vote FOR the $13.65 all cash merger promptly by telephone or internet to

be sure their votes are received in time to be counted at Dell’s Special

Meeting to be held on Thursday, July 18 at 8:00 a.m. CDT.”

Forward-looking Statements

Any statements in these materials about prospective performance and

plans for the Company, the expected timing of the completion of the

proposed merger and the ability to complete the proposed merger, and

other statements containing the words “estimates,” “believes,”

“anticipates,” “plans,” “expects,” “will,” and similar expressions,

other than historical facts, constitute forward-looking statements

within the meaning of the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995. Factors or risks that could

cause our actual results to differ materially from the results we

anticipate include, but are not limited to: (1) the occurrence of any

event, change or other circumstances that could give rise to the

termination of the merger agreement; (2) the inability to complete the

proposed merger due to the failure to obtain stockholder approval for

the proposed merger or the failure to satisfy other conditions to

completion of the proposed merger, including that a governmental entity

may prohibit, delay or refuse to grant approval for the consummation of

the transaction; (3) the failure to obtain the necessary financing

arrangements set forth in the debt and equity commitment letters

delivered pursuant to the merger agreement; (4) risks related to

disruption of management’s attention from the Company’s ongoing business

operations due to the transaction; and (5) the effect of the

announcement of the proposed merger on the Company’s relationships with

its customers, operating results and business generally.

Actual results may differ materially from those indicated by such

forward-looking statements. In addition, the forward-looking statements

included in the materials represent our views as of the date hereof. We

anticipate that subsequent events and developments will cause our views

to change. However, while we may elect to update these forward-looking

statements at some point in the future, we specifically disclaim any

obligation to do so. These forward-looking statements should not be

relied upon as representing our views as of any date subsequent to the

date hereof. Additional factors that may cause results to differ

materially from those described in the forward-looking statements are

set forth in the Company’s Annual Report on Form 10–K for the fiscal

year ended February 1, 2013, which was filed with the SEC on March 12,

2013, under the heading “Item 1A—Risk Factors,” and in subsequent

reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company filed

with the SEC a definitive proxy statement and other relevant documents,

including a form of proxy card, on May 31, 2013. The definitive proxy

statement and a form of proxy have been mailed to the Company’s

stockholders. Stockholders are urged to read the proxy statement and any

other documents to be filed with the SEC in connection with the proposed

merger or incorporated by reference in the proxy statement because they

will contain important information about the proposed merger.

Investors will be able to obtain a free copy of documents filed with the

SEC at the SEC’s website at http://www.sec.gov.

In addition, investors may obtain a free copy of the Company’s filings

with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx

or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas

78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.

The Company and its directors, executive officers and certain other

members of management and employees of the Company may be deemed

“participants” in the solicitation of proxies from stockholders of the

Company in favor of the proposed merger. Information regarding the

persons who may, under the rules of the SEC, be considered participants

in the solicitation of the stockholders of the Company in connection

with the proposed merger, and their direct or indirect interests, by

security holdings or otherwise, which may be different from those of the

Company’s stockholders generally, is set forth in the definitive proxy

statement and the other relevant documents filed with the SEC. You can

find information about the Company’s executive officers and directors in

its Annual Report on Form 10-K for the fiscal year ended February 1,

2013 (as amended with the filing of a Form 10-K/A on June 3, 2013

containing Part III information) and in its definitive proxy statement

filed with the SEC on Schedule 14A on May 24, 2012.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide

innovative technology, business solutions and services they trust and

value. For more information, visit www.Dell.com.

You may follow the Dell Investor Relations Twitter account at: http://twitter.com/Dellshares.

To communicate directly with Dell, go to www.Dell.com/Dellshares.

Be the first to comment - What do you think?  Posted by admin - July 8, 2017 at 8:52 am

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IHS and Markit to Merge, Creating a Global Leader in Critical Information, Analytics and Solutions | Business Wire

LONDON & ENGLEWOOD, Colo.–(BUSINESS WIRE)–IHS (NYSE: IHS) and Markit (NASDAQ: MRKT) today announced the signing of

a definitive agreement under which the companies will combine in an

all-share merger of equals to create a global leader in critical

information, analytics and solutions. Based on the closing prices of IHS

and Markit common stock on March 18, 2016, the implied equity value of

the transaction is more than $13 billion. The transaction has been

unanimously approved by the Board of Directors of each company.

Upon completion of the merger, the combined company will be renamed IHS

Markit and will be headquartered in London and have certain key

operations based in Englewood, Colorado. IHS shareholders will own

approximately 57 percent and Markit shareholders will own approximately

43 percent of the combined company on a fully diluted basis. IHS

shareholders will receive 3.5566 common shares of IHS Markit for each

share of IHS common stock, which based upon the IHS closing price of

$110.71 on March 18, 2016, implies a per share price of Markit common

shares of $31.13.

IHS Markit will be a leader in critical information, analytics and

solutions, and will have non-overlapping customers and products, a

strong financial profile and a world-class management team. The company

will also deliver next-generation information and analytics products to

help customers improve decision making. IHS Markit will have more than

50,000 key customers, including 75 percent of the Fortune Global 500,

creating significant cross-selling opportunities across multiple

commercial industries and governments.

The combined company’s reported results for fiscal year 2015 include

approximately: $3.3 billion in revenue, $1.2 billion in adjusted

earnings before interest, taxes depreciation and amortization (EBITDA),

and $800 million in free cash flow.

Jerre Stead, IHS Chairman and Chief Executive Officer, said,

“This transformational merger brings together two information-rich

companies to create a powerful provider of unique business intelligence,

data and analytics to a broad and complementary customer base. IHS

Markit and its shareholders will benefit from enhanced product

innovation to deliver strong returns across economic cycles.

Importantly, the two companies are values-based organizations that have

a strong cultural fit which focuses on customer satisfaction and

colleague success.”

Lance Uggla, Chairman and Chief Executive Officer of Markit, said, “This

is an exciting transaction for customers, employees and shareholders of

IHS and Markit. Together, we will create a global information powerhouse

and a platform for innovation that drives future revenue. At the heart

of our shared vision is the opportunity to offer our customers a broader

and richer content set through both existing and new products that will

support their critical decision making and manage regulatory change. The

combination will enhance cash flow and enable stronger returns of

capital to shareholders.”

Compelling Strategic and Financial Rationale

  • Creates a global information platform across industries with

    leading positions in energy, financial services and transportation. The

    combined company will create a platform for innovation and new product

    development to drive future revenue growth.

  • Combination of commercial, operational and structural synergies

    will result in approximately 20 percent adjusted diluted EPS growth in

    2017. The transaction is expected to be immediately accretive to

    adjusted diluted EPS, with mid-teens accretion in 2018. The new

    company expects to realize cost synergies of $125 million by year-end

    2019. Cost synergies are expected to be driven by integrating

    corporate functions, reducing technology spend by optimizing IT

    infrastructure, using centers of excellence in cost-competitive

    locations, and optimizing real estate and other costs. IHS Markit

    anticipates an adjusted effective tax rate in the low- to mid-20

    percent range.

  • Strong balance sheet with financial flexibility and meaningful

    capital returns. IHS Markit will have a capital policy with a

    target leverage ratio of 2.0 to 3.0 times. The new company will

    execute $1 billion of share repurchases in each of 2017 and 2018.

  • High recurring revenue generation drives new product investments. IHS

    Markit anticipates the combination will deliver approximately $100

    million of run rate revenue opportunities by fiscal year 2019. IHS

    Markit’s subscription-based model will generate approximately 85

    percent in recurring revenues, providing predictability and stability.

  • Complementary and broad customer base leads to the opportunity to

    cross sell. IHS and Markit have deep, non-overlapping senior

    relationships across corporate, government, financial services and

    consumer customers. There will be significant opportunities to offer a

    more diverse product set to a broader combined customer base.

  • World-class management team with track record of driving value

    creation through successful M&A integration. IHS and Markit

    each have a proven track record in mergers and acquisitions and

    integration and have started developing plans to ensure seamless

    integration of the two companies.

Governance

The combination will be a merger of equals. Mr. Stead will assume the

role of Chairman of the Board of Directors and Chief Executive Officer

of IHS Markit. Mr. Uggla will be President and a member of the Board of

Directors.

Mr. Uggla will assume the role of Chairman of the Board of Directors and

Chief Executive Officer of IHS Markit upon Mr. Stead’s retirement on

December 31, 2017.

The Board of Directors of the combined company will be comprised of 11

members, with IHS designating six members (including the chairman) and

Markit designating five members (including the lead director) from their

current boards.

Transaction Details

  • Headquarters: IHS Markit will be headquartered in London and

    have certain key operations based in Englewood, Colorado.

  • Closing and Approvals: The transaction is expected to close in

    the second half of 2016, subject to customary closing conditions,

    including regulatory approvals and approval by both IHS and Markit

    shareholders. This will be a fully taxable transaction for IHS U.S.

    shareholders which will allow the ability to offset capital losses

    against capital gains.

  • Advisors: IHS legal advisor is Weil, Gotshal & Manges LLP and

    its lead financial advisor is M. Klein and Company and its other

    financial advisor is Goldman, Sachs & Co. Markit’s legal advisor is

    Davis Polk & Wardwell LLP and its financial advisor is J.P. Morgan

    Securities LLC.

Conference Call and Webcast Information

IHS and Markit senior management will conduct a conference call and

webcast to discuss this news release today, March 21, 2016 at 8:00 a.m.

Eastern Daylight Time as part of the IHS first quarter 2016 earnings

call. To hear the live event, visit the IHS or Markit websites at http://investor.ihs.com/

and http://www.markit.com/Company/Investors

and log in at least 15 minutes prior to the start of the webcast.

A replay of the webcast will be available approximately two hours after

the conclusion of the live event on March 21. To access the webcast

recording, visit the same website links above.

A copy of the investor presentation will be made available on both

companies’ investor relations websites.

About IHS(www.ihs.com)

IHS (NYSE: IHS) is the leading source of insight, analytics and

expertise in critical areas that shape today’s business landscape.

Businesses and governments in more than 140 countries around the globe

rely on the comprehensive content, expert independent analysis and

flexible delivery methods of IHS to make high-impact decisions and

develop strategies with speed and confidence. IHS has been in business

since 1959 and became a publicly traded company on the New York Stock

Exchange in 2005. Headquartered in Englewood, Colorado, USA, IHS is

committed to sustainable, profitable growth and employs nearly 9,000

people in 32 countries around the world.

IHS is a registered trademark of IHS Inc. All other company and

product names may be trademarks of their respective owners. © 2016 IHS

Inc. All rights reserved.

About Markit(www.markit.com)

Markit is a leading global provider of financial information services.

We provide products that enhance transparency, reduce risk and improve

operational efficiency. Our customers include banks, hedge funds, asset

managers, central banks, regulators, auditors, fund administrators and

insurance companies. Founded in 2003, we employ over 4,200 people in 13

countries. Markit shares are listed on NASDAQ under the symbol MRKT. For

more information, please see www.markit.com.

Important Information About the Transaction and

Where to Find It

In connection with the proposed transaction, Markit will file with the

Securities and Exchange Commission (“SEC”) a registration statement on

Form F-4 that will include a joint proxy statement of IHS and Markit.

IHS and Markit may also file other documents with the SEC regarding the

proposed transaction. This document is not a substitute for the joint

proxy statement/prospectus or registration statement or any other

document which IHS or Markit may file with the SEC. INVESTORS AND

SECURITY HOLDERS OF IHS AND MARKIT ARE URGED TO READ THE REGISTRATION

STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT

DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY

AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR

ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and

security holders may obtain free copies of the registration statement

and the joint proxy statement/prospectus (when available) and other

documents filed with the SEC by IHS and Markit through the web site

maintained by the SEC at www.sec.gov

or by contacting the investor relations department of IHS or Markit at

the following:

IHS

 

 

 

 

 

 

 

 

MARKIT

15 Inverness Way East

4th Floor, Ropemaker Place

Englewood, CO 80112

25 Ropemaker Street, London, England EC2Y 9LY

Attention: Investor Relations

Attention: Investor Relations

+1-989-636-1463

+44 20 7260 2000

 

Be the first to comment - What do you think?  Posted by admin - March 25, 2017 at 6:23 am

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IMS Health and Quintiles to Merge | Business Wire

DANBURY, Conn. & RESEARCH TRIANGLE PARK, N.C.–(BUSINESS WIRE)–IMS Health Holdings, Inc. (NYSE:IMS) and Quintiles Transnational

Holdings Inc. (NYSE:Q):

  • Broad range of healthcare information, technology and services

    solutions to drive efficiencies and insights across the entire life

    sciences product lifecycle, from R&D through commercial execution to

    real-world patient outcomes.

  • Capabilities to address mission-critical healthcare operations with

    a market opportunity of more than $230 billion. Quintiles IMS will:

    • Accelerate patient access to innovative medicines by increasing

      the productivity of the $100 billion spent on drug development

    • Demonstrate the value and effectiveness of medicines as part of

      the $80 billion opportunity for Real-World Evidence (RWE) services

      and connected healthcare

    • Drive a greater return on investment from the $50 billion that

      life sciences companies spend annually on commercial and field

      operations

  • Create one of the world’s largest portfolios of healthcare

    information, deep therapeutic, domain, regulatory and commercial

    analytic expertise, as well as proprietary technology applications

    supported by more than 50,000 employees operating in 100+ countries.

  • Assemble an experienced management team with proven track record of

    operational excellence.

  • Offer compelling commercial, operational and financial synergies:

    • Combined annual revenue growth rate anticipated to increase by

      100 to 200 basis points by the end of year three

    • Annual run-rate cost savings expected to be $100 million by the

      end of year three

    • Optimized tax and capital structure

    • Accretive to Adjusted Diluted EPS in 2017

IMS Health Holdings, Inc. (NYSE:IMS) and Quintiles Transnational

Holdings Inc. (NYSE:Q) announced today that their respective boards of

directors approved a definitive merger agreement, pursuant to which the

companies will be combined in an all-stock merger of equals transaction.

The merged company will be named Quintiles IMS Holdings, Inc. Based on

the closing of IMS Health and Quintiles common stock prices on May 2,

2016, the equity market capitalization of the joined companies is more

than $17.6 billion and the enterprise value is more than $23 billion.

The 2015 pro forma reported revenue for Quintiles IMS was $7.2 billion;

adjusted EBITDA was $1.7 billion and adjusted unlevered free cash flow

was $1.3 billion. Please see attached appendix for reconciliation of

non-GAAP measures.

Under the terms of the merger agreement, IMS Health shareholders will

receive a fixed exchange ratio of 0.384 shares of Quintiles common stock

for each share of IMS Health common stock. Upon completion of the

merger, IMS Health shareholders will own approximately 51.4 percent of

the shares of the combined company on a fully diluted basis and

Quintiles shareholders will own approximately 48.6 percent of the

combined company on a fully diluted basis.

Quintiles Chief Executive Officer, Tom Pike, said, “This combination

addresses life-science companies’ most pressing needs: to transform the

clinical development of innovative medicines, demonstrate the value of

these medicines in the real world, and drive commercial success. We are

bringing together two best-in-class leaders. I’m confident that together

we will make our clients even more successful.”

Ari Bousbib, chairman and chief executive officer of IMS Health, stated,

“Together our solutions will enable differentiation in the CRO market,

advance Real-World Evidence capabilities, and deliver comprehensive

commercial solutions for our clients. This powerful combination brings

together leading technology and analytics with deep scientific expertise

delivered on a global scale by our 50,000 immensely talented

professionals in more than 100 markets. Our combined business will

accelerate growth, yield greater operating efficiencies and provide more

flexibility for future expansion.”

Strategic Rationale

  • Improve clinical trial design, recruitment and execution in the $100

    billion biopharma product development market by combining IMS Health’s

    rich, global information solutions with Quintiles’ industry-leading

    product development skills.

  • Create a distinctive global Real-World Evidence solutions platform by

    combining a leading portfolio of anonymous patient records,

    technology-enabled data collection and observational research experts

    to address critical healthcare issues of cost, value and patient

    outcomes.

  • Further differentiate commercial analytics and outsourcing services to

    support the efficiency of life sciences’ commercial organizations.

Financial Rationale

  • Accelerate revenue growth, adding an anticipated 100 – 200 basis

    points to the combined annual growth rate by the end of year three.

  • Expect to achieve annual run-rate cost savings of $100M by the end of

    year three.

  • Accretive to Adjusted Diluted EPS in 2017

  • Maintain financial flexibility with combined gross and net leverage as

    of December 31, 2015, of 4.0 times and 3.2 times Adjusted EBITDA,

    respectively.

  • Optimize utilization of both companies’ tax assets.

Management, Governance and Headquarters

The combined company expects to maintain dual headquarters in Danbury,

CT, and Research Triangle Park, NC. Ari Bousbib, chairman and chief

executive officer of IMS Health, will become chairman and chief

executive officer of the merged organization. Tom Pike, chief executive

officer of Quintiles, will become vice chairman. The company’s Board of

Directors will be comprised of six directors appointed by the Quintiles

Board of Directors and six directors appointed by the IMS Health Board

of Directors. The lead director will be Dennis Gillings, CBE, Ph.D.

Approvals and Time to Close

The transaction is subject to customary closing conditions, including

regulatory approvals and approval by both IMS Health and Quintiles

shareholders and is expected to close in the second half of 2016.

Shareholders of IMS Health owning approximately 54 percent of the common

stock of IMS Health and shareholders of Quintiles owning approximately

25 percent of the common stock of Quintiles have entered into agreements

to vote the portion of their shares over which they have voting power to

vote in favor of the transaction. The companies intend to refinance

certain debt in connection with the merger. Committed financing has been

obtained.

Advisors

IMS Health’s legal advisor is Weil, Gotshal & Manges LLP and its

financial advisor is Goldman, Sachs & Co. In addition, Morris, Nichols,

Arsht & Tunnell LLP served as legal advisor to the independent committee

of the IMS Health Board of Directors. Quintiles’ legal advisors are

Bryan Cave LLP and Smith, Anderson, Blount, Dorsett, Mitchell &

Jernigan, LLP, and its financial advisor is Barclays. Simpson Thacher &

Bartlett LLP served as legal advisor to Quintiles’ independent directors.

Joint Conference Call and Webcast Details

Quintiles’ and IMS Health’s management teams will host a conference call

and webcast to discuss the merger of equals at 8:00 a.m. Eastern Time on

May 3, 2016. Interested parties are invited to listen to the live event

and view the presentation slides via webcast on IMS Health’s Investor

Relations website at http://ir.imshealth.com

or on Quintiles’ Investor Relations website at www.Quintiles.com/investors.

Participants can access the handouts before the teleconference begins.

The discussion also will be available by dialing +1-800-926-5093 in the

U.S. and Canada, or +1-212-231-2934 for international callers.

A replay of the webcast will be available approximately two hours after

the conclusion of the live event on May 3, 2016. To access the webcast

recording, visit http://ir.imshealth.com

or www.Quintiles.com/investors.

About IMS Health

IMS Health (NYSE:IMS) is a leading global information and technology

services company providing clients in the healthcare industry with

end-to-end solutions to measure and improve their performance. Our 7,000

services experts connect configurable SaaS applications to 15+ petabytes

of complex healthcare data in the IMS One™ cloud platform, delivering

unique insights into diseases, treatments, costs and outcomes. The

company’s 15,000 employees blend global consistency and local market

knowledge across 100 countries to help clients run their operations more

efficiently. Customers include pharmaceutical, consumer health and

medical device manufacturers and distributors, providers, payers,

government agencies, policymakers, researchers and the financial

community.

As a global leader in protecting individual patient privacy, IMS Health

uses anonymous healthcare data to deliver critical, real-world disease

and treatment insights. These insights help biotech and pharmaceutical

companies, medical researchers, government agencies, payers and other

healthcare stakeholders to identify unmet treatment needs and understand

the effectiveness and value of pharmaceutical products in improving

overall health outcomes. Additional information is available at www.imshealth.com.

About Quintiles

Quintiles (NYSE:Q) helps biopharma and other healthcare companies

improve their probability of success by connecting insights from our

deep scientific, therapeutic and analytics expertise with superior

delivery for better outcomes. From advisory through operations,

Quintiles is the world’s largest provider of product development and

integrated healthcare services, including commercial and observational

solutions. Conducting operations in approximately 100 countries,

Quintiles is a member of the Fortune 500 and has been named to Fortune’s

list of the “World’s Most Admired Companies.” To learn more, visit www.quintiles.com.

Cautionary Statements Regarding Forward Looking Statements

This communication contains “forward-looking statements” within the

meaning of the federal securities laws, including Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. In this context, forward-looking

statements often address expected future business and financial

performance and financial condition, and often contain words such as

“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”

“will,” “would,” “target,” similar expressions, and variations or

negatives of these words. Forward-looking statements by their nature

address matters that are, to different degrees, uncertain, such as

statements about the potential timing or consummation of the proposed

transaction or the anticipated benefits thereof, including, without

limitation, future financial and operating results. IMS Health and

Quintiles caution readers that these and other forward-looking

statements are not guarantees of future results and are subject to

risks, uncertainties and assumptions that could cause actual results to

differ materially from those expressed in any forward-looking

statements. Important risk factors that may cause such a difference

include, but are not limited to risks and uncertainties related to (i)

the ability to obtain shareholder and regulatory approvals, or the

possibility that they may delay the transaction or that such regulatory

approval may result in the imposition of conditions that could cause the

parties to abandon the transaction, (ii) the risk that a condition to

closing of the merger may not be satisfied; (iii) the ability of IMS

Health and Quintiles to integrate their businesses successfully and to

achieve anticipated cost savings and other synergies, (iv) the

possibility that other anticipated benefits of the proposed transaction

will not be realized, including without limitation, anticipated

revenues, expenses, earnings and other financial results, and growth and

expansion of the new combined company’s operations, and the anticipated

tax treatment, (v) potential litigation relating to the proposed

transaction that could be instituted against IMS Health, Quintiles or

their respective directors, (vi) possible disruptions from the proposed

transaction that could harm IMS Health’s or Quintiles’ business,

including current plans and operations, (vii) the ability of IMS Health

or Quintiles to retain, attract and hire key personnel, (viii) potential

adverse reactions or changes to relationships with clients, employees,

suppliers or other parties resulting from the announcement or completion

of the merger, (ix) potential business uncertainty, including changes to

existing business relationships, during the pendency of the merger that

could affect IMS Health’s and/or Quintiles’ financial performance, (x)

certain restrictions during the pendency of the merger that may impact

IMS Health’s or Quintiles’ ability to pursue certain business

opportunities or strategic transactions, (xi) continued availability of

capital and financing and rating agency actions, (xii) legislative,

regulatory and economic developments and (xiii) unpredictability and

severity of catastrophic events, including, but not limited to, acts of

terrorism or outbreak of war or hostilities, as well as management’s

response to any of the aforementioned factors. These risks, as well as

other risks associated with the proposed transaction, will be more fully

discussed in the joint proxy statement/prospectus that will be included

in the registration statement on Form S-4 that will be filed with the

SEC in connection with the proposed transaction. While the list of

factors presented here is, and the list of factors to be presented in

the registration statement on Form S-4 are, considered representative,

no such list should be considered to be a complete statement of all

potential risks and uncertainties. Unlisted factors may present

significant additional obstacles to the realization of forward looking

statements. Consequences of material differences in results as compared

with those anticipated in the forward-looking statements could include,

among other things, business disruption, operational problems, financial

loss, legal liability to third parties and similar risks, any of which

could have a material adverse effect on IMS Health’s or Quintiles’

consolidated financial condition, results of operations, credit rating

or liquidity. Neither IMS Health nor Quintiles assumes any obligation to

provide revisions or updates to any forward looking statements, whether

as a result of new information, future developments or otherwise, should

circumstances change, except as otherwise required by securities and

other applicable laws.

Note on Non-GAAP Financial Measures

Non-GAAP results, such as combined adjusted EBITDA, unlevered free cash

flow and gross debt, are presented only as a supplement to IMS Health’s

and Quintiles’ financial statements based on GAAP. Non-GAAP financial

information is provided to enhance understanding of IMS Health’s and

Quintiles’ financial performance, but none of these non-GAAP financial

measures are recognized terms under GAAP and non-GAAP measures should

not be considered in isolation from, or as a substitute analysis for,

IMS Health’s and Quintiles’ results of operations as determined in

accordance with GAAP. Definitions and reconciliations of non-GAAP

measures to the most directly comparable GAAP measures are provided

within the schedules attached to this release.

IMS Health and Quintiles use non-GAAP measures in their respective

operational and financial decision making, and believe that it is useful

to exclude certain items in order to focus on what they regard to be a

more reliable indicator of the underlying operating performance of the

business. As a result, internal management reports feature non-GAAP

measures which are also used to prepare strategic plans and annual

budgets and review management compensation. IMS Health and Quintiles

also believe that investors may find non-GAAP financial measures useful

for the same reasons, although investors are cautioned that non-GAAP

financial measures are not a substitute for GAAP disclosures.

Non-GAAP measures are frequently used by securities analysts, investors

and other interested parties in their evaluation of companies comparable

to IMS Health and Quintiles, many of which present non-GAAP measures

when reporting their results. Non-GAAP measures have limitations as an

analytical tool. They are not presentations made in accordance with

GAAP, are not measures of financial condition or liquidity and should

not be considered as an alternative to profit or loss for the period

determined in accordance with GAAP or operating cash flows determined in

accordance with GAAP. Non-GAAP measures are not necessarily comparable

to similarly titled measures used by other companies. As a result, you

should not consider such performance measures in isolation from, or as a

substitute analysis for, IMS Health’s and Quintiles’ respective results

of operations as determined in accordance with GAAP.

Important Information About the Transaction and Where to Find It

In connection with the proposed transaction, IMS Health and Quintiles

will be filing documents with the Securities and Exchange Commission

(“SEC”), including the filing by Quintiles of a registration statement

on Form S-4, and Quintiles and IMS Health intend to mail a joint proxy

statement regarding the proposed transaction to their respective

shareholders that will also constitute a prospectus of Quintiles. After

the registration statement is declared effective, IMS Health and

Quintiles plan to mail to their respective shareholders the definitive

joint proxy statement/prospectus and may also file other documents with

the SEC regarding the proposed transaction. This document is not a

substitute for the joint proxy statement/prospectus or registration

statement or any other document which IMS Health or Quintiles may file

with the SEC. Investors and security holders of IMS Health and

Quintiles are urged to read the registration statement, the joint proxy

statement/prospectus and any other relevant documents, as well as any

amendments or supplements to these documents, carefully and in their

entirety when they become available because they will contain important

information. Investors and security holders may obtain free copies

of the registration statement and the joint proxy statement/prospectus

(when available) and other documents filed with the SEC by IMS Health

and Quintiles through the web site maintained by the SEC at www.sec.gov

or by contacting the investor relations department of IMS Health or

Quintiles at the following:

IMS Health

 

 

 

 

Quintiles

ir@imshealth.com

InvestorRelations@quintiles.com

+1.203.448.4600

+1.919.998.2590

Investor Relations

4820 Emperor Boulevard

83 Wooster Heights RD

PO Box 13979

Danbury, CT, 06810

Durham, North Carolina 27703

Be the first to comment - What do you think?  Posted by admin - at 6:19 am

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Lattice Semiconductor to be Acquired by Canyon Bridge Capital Partners, Inc. for $1.3 Billion | Business Wire

PORTLAND, Ore. & PALO ALTO, Calif.–()–Lattice Semiconductor Corporation (NASDAQ:LSCC) (“Lattice” or the

“Company”) and Canyon Bridge Capital Partners, Inc. (“Canyon Bridge”)

today announced that the Company and Canyon Bridge Acquisition Company,

Inc. (“Parent”), an affiliate of Canyon Bridge, have signed a definitive

agreement under which Parent will acquire all outstanding shares of

Lattice for approximately $1.3 billion inclusive of Lattice’s net debt,

or $8.30 per share in cash. This represents a 30% premium to Lattice’s

last trade price on November 2, 2016, the last trading day prior to

announcement.

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About Canyon Bridge Capital Partners, Inc.

Canyon Bridge is a newly formed, global private equity buyout fund,

headquartered in Palo Alto, CA, focused on providing equity and

strategic capital to enable technology companies to reach their full

growth potential. The firm combines a deep knowledge of the global

technology industry with experience in financial markets to provide

world-class investment expertise in creating and maximizing value for

its investors. Canyon Bridge seeks control investments in companies with

strong platforms led by experienced management. Canyon Bridge’s

investment philosophy is to work closely with company executives to

implement best business practices and tap growth markets globally,

including through additional investments and accretive acquisitions.

Initial funding for Canyon Bridge comes from limited partners in China.

For more information, visit www.canyonbridge.com.

Forward Looking Statements

Certain statements made herein, including, for example, the expected

date of closing of the proposed acquisition (the “Merger”) of the

Company by Parent pursuant to the terms of the Agreement and Plan of

Merger by and among the Company, Parent, and Canyon Bridge Merger Sub,

Inc. (“Merger Sub”, and such agreement, the “Merger Agreement”) and the

potential benefits of the Merger, are “forward-looking statements” as

defined in the Private Securities Litigation Reform Act of 1995, within

the meaning of the federal securities laws, including Section 27A of the

Securities Act of 1933 and Section 21E of the Securities Exchange Act of

1934. Statements that include the words “expect,” “intend,” “plan,”

“believe,” “project,” “anticipate,” “will,” “may,” “would” and similar

statements of a future or forward-looking nature may be used to identify

forward-looking statements. These forward-looking statements reflect the

current analysis of the management of the Company of existing

information as of the date of these forward-looking statements and are

subject to various risks and uncertainties, many of which are beyond our

control, and are not guarantees of future results or achievements.

Consequently, no forward-looking statements may be guaranteed and there

can be no assurance that the actual results or developments anticipated

by such forward looking statements will be realized or, even if

substantially realized, that they will have the expected consequences

to, or effects on, the Company or its businesses or operations. As a

result, you should not place undue reliance on any such statements and

caution must be exercised in relying on forward-looking statements. Due

to known and unknown risks, our actual results may differ materially

from our expectations or projections.

The following factors, among others, could cause actual results to

differ materially from those described in these forward-looking

statements: the occurrence of any event, change or other circumstances

that could give rise to the delay or termination of the Merger

Agreement; the outcome or length of any legal proceedings that have

been, or will be, instituted related to the Merger Agreement; the

inability to complete the Merger due to the failure to timely or at all

obtain stockholder approval for the Merger or the failure to satisfy

other conditions to completion of the Merger, including the receipt on a

timely basis or at all any required regulatory clearances related to the

Merger, including under the Hart-Scott-Rodino Antitrust Improvements Act

of 1976 (HSR) and from the Committee on Foreign Investment in the United

States (CFIUS); the failure of Parent to obtain or provide on a timely

basis or at all the necessary financing as set forth in the equity

commitment letter delivered pursuant to the Merger Agreement; risks that

the proposed transaction disrupts current plans and operations and the

potential difficulties in employee retention as a result of the Merger;

the effects of local and national economic, credit and capital market

conditions on the economy in general; and the other risks and

uncertainties described herein, as well as those risks and uncertainties

discussed from time to time in our other reports and other public

filings with the Securities and Exchange Commission (the “SEC”) as

described below. The foregoing review of important factors that could

cause actual events to differ from expectations should not be construed

as exhaustive.

Additional information concerning these and other factors that may

impact our expectations and projections can be found in our periodic

filings with the SEC, including our Annual Report on Form 10-K for the

fiscal year ended January 2, 2016, and our Quarterly Reports on Form

10-Q for the quarters ended April 2, 2016 and July 2, 2016. Our SEC

filings are available publicly on the SEC’s website at www.sec.gov,

on the Company’s website at ir.latticesemi.com or upon request from the

Company’s Investor Relations Department at lscc@globalirpartners.com.

Except to the extent required by applicable law, we disclaim any

obligation to update any forward-looking statement, whether as a result

of new information, future events or otherwise.

Additional Information about the Proposed Merger And Where To Find

It

In connection with the proposed Merger, the Company will file a proxy

statement with the SEC. Additionally, the Company plans to file other

relevant materials with the SEC in connection with the proposed Merger.

The definitive proxy statement will be sent or given to the stockholders

of the Company and will contain important information about the proposed

Merger and related matters. INVESTORS AND SECURITY HOLDERS OF THE

COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT

MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING

ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE

PARTIES TO THE MERGER. The materials to be filed by the Company with the

SEC may be obtained free of charge at the SEC’s web site at www.sec.gov

or upon request from the Company’s Investor Relations Department at lscc@globalirpartners.com.

Participants in the Solicitation

The Company and its directors will, and certain other members of its

management and its employees as well as Parent and Merger Sub and their

directors and officers may, be deemed to be participants in the

solicitation of proxies of Company stockholders in connection with the

proposed Merger. Investors and security holders may obtain more detailed

information regarding the names, affiliations and interests of the

Company’s executive officers and directors in the solicitation by

reading the Company’s Annual Report on Form 10-K for the fiscal year

ended January 2, 2016, the Company’s proxy statement on Schedule 14A for

its 2016 Annual Meeting of Stockholders, and the proxy statement and

other relevant materials filed with the SEC in connection with the

Merger if and when they become available. Additional information

concerning the interests of the Company’s participants in the

solicitation, which may, in some cases, be different than those of the

Company’s stockholders generally, will be set forth in the proxy

statement relating to the Merger when it becomes available.

Be the first to comment - What do you think?  Posted by admin - March 22, 2017 at 10:23 pm

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Novatel Wireless Announces Inseego Corp. as Name of New Holding Company | Business Wire

SAN DIEGO–(BUSINESS WIRE)–Novatel Wireless, Inc. (Nasdaq:MIFI),

a leading global provider of solutions for the Internet of Things (IoT),

including software-as-a-service (SaaS), today announced that it plans to

reorganize its business by creating a new holding company structure in

connection with an agreement to sell the Company’s mobile broadband

MiFi® business to T.C.L. Industries Holdings (H.K.) Limited (“TCL”). The

new holding company will be Inseego Corp., a Delaware corporation. The

directors, executive officers, and business operations of the Company

and its subsidiaries will not change.

Inseego Corp. will replace Novatel Wireless, Inc. as the publicly held

corporation, effective November 9, 2016. The shares of Inseego Corp.

will trade on the NASDAQ Global Select Market under the ticker symbol

“INSG” at the beginning of trading on November 9, 2016.

As a result of this event, the stockholders of Novatel Wireless, Inc.

will become stockholders of the new holding company, Inseego Corp., on a

one-for-one basis, automatically holding the same number of shares and

same ownership percentage in Inseego Corp. as they held in Novatel

Wireless, Inc. immediately prior to implementation.

“Our business achievements and consistently improving financial

performance over the last twelve months have driven us to the threshold

of completing our corporate transformation into a pure-play IoT services

company,” said Sue Swenson, future Chair and Chief Executive Officer of

Inseego Corp. “This holding company structure will allow us to support,

nurture and augment our combined companies as we continue to focus on

growing and improving our IoT, SaaS and services business.”

For more information on the new holding company, visit http://www.inseego.com/

and read the Company’s Form 8-K, which will be filed on or about

November 9, 2016 with the Securities Exchange Commission.

About Inseego Corp.

Inseego Corp. (currently Nasdaq: MIFI and Nasdaq: INSG on November 9,

2016) is a leading global provider of software-as-a-service (SaaS) and

solutions for the Internet of Things (IoT). The Company sells its

telematics solutions under the Ctrack

brand, including its fleet management, asset tracking and monitoring,

stolen vehicle recovery, and usage-based insurance platforms. Inseego

Corp. also sells business connectivity solutions and device management

services through Novatel Wireless, Inc. and Feeney

Wireless (FW). Inseego Corp. has over 30 years of experience

providing customers with secure and insightful solutions and analytics,

with approximately 590,000 global subscribers, including 182,000 fleet

management subscribers. The Company is headquartered in San Diego,

California. www.inseego.com

Twitter @inseego

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking

statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements relate to a variety

of matters, including, without limitation, statements related to the

Company’s plans to reorganize its business by creating a new holding

company structure, including the timing thereof, the benefits expected

to be realized from the new structure, the Company’s growth potential as

a pure-play IoT services company following the planned reorganization

and other statements that are not purely statements of historical fact.

These forward-looking statements are made on the basis of the current

beliefs, expectations and assumptions of the management of Novatel

Wireless, Inc. and are subject to significant risks and uncertainty.

Investors are cautioned not to place undue reliance on any such

forward-looking statements. All such forward-looking statements speak

only as of the date they are made, and Novatel Wireless, Inc. undertakes

no obligation to update or revise these statements, whether as a result

of new information, future events or otherwise. These forward-looking

statements also involve many risks and uncertainties that may cause

actual results to differ materially from what may be expressed or

implied in these forward-looking statements. These factors include risks

relating to technological changes, new product introductions, continued

acceptance of Novatel Wireless, Inc.’s products and dependence on

intellectual property rights, changes in foreign currency exchange

rates, and extended sales cycles. For a further discussion of risks and

uncertainties that could cause actual results to differ from those

expressed in these forward-looking statements, as well as risks relating

to the business of Novatel Wireless, Inc. in general, see the risk

disclosures in the Annual Report on Form 10-K of Novatel Wireless,

Inc. for the year ended December 31, 2015, and in other subsequent

filings made with the SEC by Novatel Wireless, Inc. (available at www.sec.gov).

Additional Information and Where to Find It

Following the planned reorganization, the stockholders of Inseego Corp.

(“Inseego”) will be asked to approve the sale of the Company’s mobile

broadband business to TCL. In order to solicit this approval, Inseego

will file documents with the SEC, including a definitive proxy statement

relating to the proposed sale. The definitive proxy statement will also

be mailed to Inseego’s stockholders in connection with the proposed

sale. Investors and security holders are urged to read these documents

when they become available because they will contain important

information about Inseego, the mobile broadband business and the

proposed sale. Investors and security holders may obtain free copies of

these documents and other related documents when they are filed with the

SEC at the SEC’s web site at www.sec.gov

or by directing a request to Inseego, c/o Novatel Wireless, Inc. 9645

Scranton Road, Suite 205, San Diego, California 92121, Attention:

Stockholder Services.

Inseego and its directors and executive officers may be deemed

participants in the solicitation of proxies from the stockholders of

Inseego in connection with the proposed sale. Information regarding the

interests of these directors and executive officers in the proposed

transaction will be included in the definitive proxy statement when it

is filed with the SEC. Additional information regarding the directors

and executive officers of Inseego is also included in Novatel Wireless,

Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015,

which was filed with the SEC on March 15, 2016 and the definitive proxy

statement relating to Novatel Wireless, Inc.’s 2016 Annual Meeting of

Stockholders, which was filed with the SEC on April 29, 2016. These

documents are available free of charge at the SEC’s web site at www.sec.gov

and from Stockholder Services at Novatel Wireless, Inc., as described

above.

Be the first to comment - What do you think?  Posted by admin - February 2, 2017 at 2:44 am

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Qlik Announces Agreement to be Acquired by Thoma Bravo for $30.50 Per Share | Business Wire

RADNOR, Pa.–(BUSINESS WIRE)–Qlik (NASDAQ: QLIK) (the “Company”), a leader in visual analytics

delivering intuitive solutions for self-service data visualization and

guided analytics, today announced that, following a review of strategic

alternatives, it has entered into a definitive agreement to be acquired

by leading private equity investment firm Thoma Bravo, LLC in an

all-cash transaction valued at approximately $3.0 billion. The agreement

was unanimously approved by Qlik’s board of directors.

Under the terms of the agreement, Qlik shareholders will receive $30.50

in cash for each share of Qlik common stock they hold. This price

represents a premium of 40% to the Company’s unaffected 10 day average

stock price prior to March 3, 2016 of $21.83.1

“We believe the proposed transaction is in the best interest of Qlik’s

shareholders and provides the Company with additional flexibility to

execute our strategic plan as we continue to diligently provide

customers with the premier products and services they have come to

expect,” said Lars Björk, Chief Executive Officer of Qlik. “Thoma Bravo

recognizes the value that Qlik delivers – a platform that lets our

customers see the whole story that lives within their data. Thoma Bravo

has an excellent track record of investing in outstanding technology

businesses for the long-term, and I am confident our employees,

customers and partners will greatly benefit from our partnership with

them.”

“We look forward to partnering with the Qlik team as they continue to

grow their platform-based approach to business intelligence (BI) and

analytics,” said Orlando Bravo, a managing partner at Thoma Bravo. “As

the need for analytic solutions grows, Qlik is well-positioned to

continue to drive innovation and lead the market.”

“Qlik’s platform blends best-in-class associative analytics and

visualizations with data governance, scalability and interoperability,”

said Seth Boro, a managing partner at Thoma Bravo. “We are excited by

Qlik’s product roadmap and confident that we can apply our experiences

working with market-leading software companies to accelerate Qlik’s

growth and market share across all geographies.”

Qlik will maintain its corporate headquarters in Radnor, Pennsylvania

and continue to service its customers globally led by its existing

executive team. The proposed transaction is expected to close in the

third quarter of 2016, subject to approval by Qlik’s shareholders and

regulatory authorities and the satisfaction of customary closing

conditions.

Morgan Stanley & Co. LLC is serving as exclusive financial advisor to

Qlik and Skadden, Arps, Slate, Meagher & Flom LLP and Gunderson Dettmer

Stough Villeneuve Franklin & Hachigian, LLP are serving as its legal

advisors. Goldman, Sachs & Co. is serving as exclusive financial advisor

to Thoma Bravo and Kirkland & Ellis LLP is serving as its legal advisor.

Ares Capital Corporation (NASDAQ: ARCC) is serving as the administrative

and collateral agent, joint lead arranger and joint bookrunner for the

$1.075 billion unitranche credit facility in support of the acquisition.

Ares Capital Management is leading the syndication. Additional joint

lead arrangers include Golub Capital LLC, TPG Specialty Lending, Inc.

and Varagon Capital Partners, LP.

About Qlik
Qlik (NASDAQ: QLIK) is a leader in visual

analytics. Its portfolio of products meets customers’ growing needs from

reporting and self-service visual analysis to guided, embedded and

custom analytics. Approximately 39,000 customers rely on Qlik solutions

to gain meaning out of information from varied sources, exploring the

hidden relationships within data that lead to insights that ignite good

ideas. Headquartered in Radnor, Pennsylvania, Qlik has offices around

the world with more than 1,700 partners covering more than 100 countries.

About Thoma Bravo, LLC
Thoma Bravo is a leading private

equity investment firm building on a 30+ year history of providing

equity and strategic support to experienced management teams and growing

companies. The firm seeks to create value by collaborating with company

management to improve business operations, invest in growth initiatives

and make accretive acquisitions. Thoma Bravo invests with a particular

focus on application and infrastructure software and technology enabled

services. The firm currently manages a series of private equity funds

representing more than $16.0 billion of equity commitments. More

information about Thoma Bravo can be found at www.thomabravo.com.

Additional Information and Where to Find It
In connection

with the transaction, the Company intends to file relevant materials

with the SEC, including a preliminary proxy statement on Schedule 14A.

Promptly after filing its definitive proxy statement with the SEC, the

Company will mail the definitive proxy statement and a proxy card to

each stockholder entitled to vote at the special meeting relating to the

merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ

THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND

ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE

COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY

WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE

TRANSACTION. The definitive proxy statement, the preliminary proxy

statement and other relevant materials in connection with the

transaction (when they become available), and any other documents filed

by the Company with the SEC, may be obtained free of charge at the SEC’s

website (http://www.sec.gov)

or at the Company’s website (http://investor.qlik.com/)

or by writing to the Company’s Secretary at 150 N. Radnor Chester Road,

Suite E220, Radnor, Pennsylvania 19087.

Participants in the Solicitation
The Company and its

directors and executive officers may be deemed to be participants in the

solicitation of proxies from the Company’s stockholders with respect to

the transaction. Information about the Company’s directors and executive

officers and their ownership of Company Common Stock is set forth in the

proxy statement on Schedule 14A filed with the SEC on March 30, 2016 and

the Annual Report on Forms 10-K for the fiscal year ended December 31,

2015. Information regarding the identity of the potential participants,

and their direct or indirect interests in the transaction, by security

holdings or otherwise, will be set forth in the proxy statement and

other materials to be filed with SEC in connection with the transaction.

Cautionary Statement Regarding Forward-Looking Statements
This

press release contains forward-looking statements, including, but not

limited to, statements regarding the potential timing and benefits of a

transaction, the value and effectiveness of Qlik’s products, the

introduction and timing of product enhancements or additional products,

Qlik’s growth, expansion and market leadership and the expected

completion and timing of the acquisition transaction and other

information relating to the transaction, that involve risks,

uncertainties, assumptions and other factors which, if they do not

materialize or prove correct, could cause the actual results to differ

materially from those expressed or implied by such forward-looking

statements. All statements, other than statements of historical fact,

are statements that could be deemed forward-looking statements,

including statements containing the words “predicts,” “plan,” “expects,”

“focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,”

“potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “seek,”

and similar words. Qlik intends all such forward-looking statements to

be covered by the safe harbor provisions for forward-looking statements

contained in Section 21E of the Exchange Act and the Private Securities

Litigation Reform Act of 1995. Actual results may differ materially from

those projected in such statements due to various factors, including,

but not limited to, (i) the risk that the transaction may not be

consummated in a timely manner, if at all; (ii) the risk that the

transaction may not be consummated and that, in certain circumstances,

the Company may not be entitled to a termination fee; (iii) the risk

that the definitive merger agreement may be terminated in circumstances

that require the Company to pay a termination fee; (iv) risks related to

the diversion of management’s attention from the Company’s ongoing

business operations; (v) risks regarding the failure of the relevant

Thoma Bravo affiliate to obtain the necessary financing to complete the

transaction; (vi) the effect of the announcement of the transaction on

the Company’s business relationships (including, without limitation,

customers and suppliers), operating results and business generally; and

(vii) risks related to obtaining the requisite consents to the

transaction, including, without limitation, the timing (including

possible delays) and receipt of regulatory approvals from various

domestic and foreign governmental entities (including any conditions,

limitations or restrictions placed on these approvals) and the risk that

one or more governmental entities may deny approval. Past performance is

not necessarily indicative of future results. The forward-looking

statements included in this press release represent Qlik’s views as of

the date of this press release. Qlik anticipates that subsequent events

and developments will cause its views to change. Qlik undertakes no

intention or obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or

otherwise. These forward-looking statements should not be relied upon as

representing Qlik’s views as of any date subsequent to the date of this

press release.

© 2016 QlikTech International AB. All rights reserved. Qlik®, Qlik

Sense®, QlikView®, QlikTech®, Qlik® Cloud, Qlik® DataMarket, Qlik®

Analytics Platform, Qlik® Qonnectors and the QlikTech logos are

trademarks of QlikTech International AB which have been registered in

multiple countries. Other marks and logos mentioned herein are

trademarks or registered trademarks of their respective owners.

1 An activist shareholder filed a 13-D announcing an

investment in Qlik on March 3, 2016.

Be the first to comment - What do you think?  Posted by admin - January 16, 2017 at 12:29 pm

Categories: Uncategorized   Tags: , , , , , , ,

Lightspeed Financial to Acquire Terra Nova Financial | Business Wire

CHICAGO & NEW YORK–(BUSINESS WIRE)–Terra Nova Financial Group, Inc. (OTCBB: TNFG) and Lightspeed Financial,

Inc. today announced that they have entered into a definitive agreement

in which Lightspeed will acquire 100% of the membership interest of

Terra Nova Financial, LLC (“Terra Nova Financial”), a wholly owned

subsidiary of Terra Nova Financial Group, Inc. for a purchase price of

approximately $27.6 million. The terms of the agreement have been

approved by the Boards of Directors of both companies and are subject to

review and approval by regulators and the Terra Nova Financial Group

shareholders. The acquisition furthers Lightspeed’s position as the

active trading industry’s consolidator of choice and represents its

second acquisition to that end in 2010 alone.

Terra Nova Financial provides approximately 3,000 clients with direct

market access trading services for equities, options and futures. Its

clients execute approximately 18 million shares per day and its total

client assets are approximately $450 million. The combination brings the

total Lightspeed client base to more than 5,500 traders executing an

average of over 150 million equity shares per day. Lightspeed’s total

client assets will exceed $1.25 billion with this acquisition.

“Through this deal, our customers will continue to receive the excellent

customer service they have grown to expect but complimented by

Lightspeed’s advanced trading suite of products that are industry

leading,” stated Bernay Box, Chairman and Chief Executive Officer of

Terra Nova Financial Group, Inc. “Lightspeed’s management has proven

through previous acquisitions and development of products that they are

committed to providing active traders with the tools and services to

help them trade successfully. The combination of these qualities with

Terra Nova’s long-term experience in serving active traders should be

highly beneficial for our customers and their trading activities. We’ve

competed with Lightspeed for a number of years in the active trading

space and believe this will be a great strategic fit for our customers

and organization. We also believe this transaction represents an

excellent value proposition for the Terra Nova Financial Group’s

shareholders.”

Stephen Ehrlich, Chief Executive Officer, Lightspeed Financial, Inc.,

said, “Industry consolidation under Lightspeed is both the clear path to

profitably growing our business and providing individual traders an

opportunity to benefit from proven, stable trading technology and

support, and competitive pricing, within a firm with the wherewithal and

desire to invest in the business. All increasingly important attributes

for a trading firm to offer particularly given today’s unpredictable and

volatile market conditions. Terra Nova has a strong reputation for

servicing retail traders and has an impressive roster of active trading

clients. Our shared focus on customer service makes us confident Terra

Nova clients will see value in their Lightspeed experience.”

Ehrlich continued, “Since our founding nearly four years ago, we have

quickly established Lightspeed as the only destination for individuals

who trade for a living or trade to supplement their income. The reason

so many firms have confidence combining their operations with us is

because of our proven commitment to giving clients superior trading

tools and service to help them trade successfully. Unlike other firms

that simply use their active trading offering to lure clients into their

networks and then sell them on more profitable services, active trading

has and will always be our core business. It’s what we do best and it’s

why traders who come here, stay here.”

Past Lightspeed acquisitions include retail trading firms Schonfeld &

Company, LLC, Integrity Trading Inc and NobleTrading in February 2010.

Transaction Details

The purchase price of $27.6 million consists of an initial cash payment

of $22.6 million and a later $5.0 million payment secured by a

promissory note bearing interest at a rate of 8% and due within six

months of closing.

The transaction is expected to close in the third quarter of 2010 and is

subject to the satisfaction of customary closing conditions, including

receipt of regulatory clearances, as well as approval by the

shareholders of Terra Nova. Raymond James & Associates is acting as

financial advisor to Terra Nova Financial Group, Inc. and B. Riley &

Co., LLC provided a fairness opinion to the Board of Terra Nova

Financial Group, Inc.

Following the closing of the sale of Terra Nova Financial, the principal

assets of TNFG will be the cash proceeds of the sale of Terra Nova

Financial and the Lightspeed promissory note. TNFG will have wound up

the operations of its QuantNova subsidiary and will not be engaged in

any other operations or have any other operating assets at that time.

The Board of Directors has not yet determined the precise manner or

timing of the dissolution and winding up of TNFG, or the distribution of

the proceeds of the sale of Terra Nova Financial but expects to present

a plan of dissolution to the shareholders at the shareholders meeting

held to consider the sale of Terra Nova Financial. Based on TNFG’s

current estimates of its post-closing expenses, assets and liabilities,

and taking into account the expected timing of the payment of the

Lightspeed promissory note, TNFG estimates that it will have

approximately $24 million to $27 million in cash available for

distribution to its shareholders (approximately $0.95 – $1.07 per

share). TNFG expects to make a substantial initial distribution of cash

soon after the closing of the sale of Terra Nova Financial with a

further distribution being made in connection with the expected

liquidation of TNFG following receipt of cash payment on the Lightspeed

promissory note.

About Lightspeed Financial, Inc.

Headquartered in New York City, Lightspeed Financial operates through

three wholly-owned subsidiaries:

Lightspeed Trading, LLC operates as a fully disclosed introducing

broker-dealer and FINRA and NFA member. The Company offers securities

and direct access brokerage, trading and advanced order routing services

to their clients utilizing Lightspeed’s software products.

Lightspeed Technologies, LLC serves as the Company’s technology

development subsidiary. Lightspeed develops and operates Lightspeed

Trader, Lightspeed’s Direct Market Access trading software application;

Lightspeed Gateway, Lightspeed algorithmic trading offering; Lightspeed

Risk, a real-time risk management application; and Lightspeed Admin,

Middle Office Technology suite. Utilizing a number of proprietary

technologies, Lightspeed offers these products and more to

broker-dealers, institutional entities and professional traders.

Lightspeed Education, LLC delivers educational products to the

Lightspeed Trading, LLC customer community. These products include third

party educational tools, webinars and the Lightspeed Spotlight social

community. www.lightspeed.com

Lightspeed Financial, Lightspeed Technologies, Lightspeed Trading,

Lightspeed Education and the Lightspeed logo are trademarks or

registered trademarks of Lightspeed Financial, Inc.

About Terra Nova Financial Group, Inc.

Terra Nova Financial Group, Inc. is a holding company of businesses

providing a range of products and services to professional traders. The

Company has two primary subsidiaries. Terra

Nova Financial, LLC, a broker-dealer registered with the U.S.

Securities and Exchange Commission and a member of Financial Industry

Regulatory Authority, Inc. provides execution, clearing

and prime

brokerage services to professional

traders, hedge

funds and money managers. SC QuantNova Research SRL, based in

Bucharest, Romania, provides software development, architecture and

engineering for back office clearing systems. Terra Nova Financial

Group, Inc. trades under the stock symbol “TNFG” and is listed on the

OTC Bulletin Board.

Terra

Nova Financial, LLC (“Terra Nova Financial”) is a specialized

financial services firm focused on supporting trading professionals. Professional

traders, hedge

funds and money managers come to Terra Nova for value in execution, clearing

and prime

brokerage services. This recognition originated with the firm’s role

(from 1996 to 1998) as the sponsoring broker-dealer for the innovative

Archipelago ECN (now part of the NYSE Euronext). Terra Nova Financial

empowers self-directed clients to trade, analyze, strategize and report

through a portfolio of advanced trading platforms. Terra Nova Financial

was founded in 1994 and is headquartered in Chicago, Illinois with a

sales presence in New York, New York. Primary sources of revenue for

Terra Nova Financial include commissions, account fees and interest.

Terra Nova Financial is a member of Financial Industry Regulatory

Authority, Inc. (“FINRA”), Securities Investor Protection Corporation

(“SIPC”), National Futures Association (“NFA”), The Depository Trust &

Clearing Corporation (“DTCC”), National Securities Clearing Corporation

(“NSCC”) and The Options Clearing Corporation (“OCC”) along with the

following exchanges: International Securities Exchange, Boston Options

Exchange, NYSE Arca Options, NYSE Amex Options, NASDAQ OMX PHLX, NYSE

Arca Equities, NYSE Amex Equities, NYSE Euronext, NASDAQ OMX BX, NASDAQ

Stock Market, ISE Stock Exchange, National Stock Exchange and BATS

Exchange, Inc.

Forward-looking statements

Certain statements in this release may constitute “forward-looking”

statements as defined in Section 27A of the Securities Act of 1933,

Section 21E of the Securities Exchange Act of 1934, and other laws and

regulations. Such forward-looking statements involve known and unknown

risks and other important factors that could cause the actual results or

performance of the company to differ materially from any future results

expressed or implied by such forward-looking statements. Forward-looking

statements can be identified by, among other things, the use of

forward-looking language, such as the words “plan,” “believe,” “will,”

“expect,” “anticipate,” “intend,” “project,” or other similar words, or

the negative of these terms or comparable language, or by discussion of

strategy or intentions. This cautionary statement is being made pursuant

to applicable securities laws with the intention of obtaining the

benefits of the “safe harbor” provisions of such laws. The Company

cautions investors that any forward-looking statements made by the

Company are not guarantees or indicative of future performance and are

qualified by the inherent risks and uncertainties surrounding future

expectations generally, and also may materially differ from actual

future experience involving any one or more of such matters. Such risks

and uncertainties include: any conditions imposed on the parties in

connection with consummation of the transactions described herein; the

ability to obtain regulatory approvals of the transaction on the

proposed terms and schedule; approval of the transaction by the

Company’s stockholders; disruption from the transactions making it more

difficult to maintain relationships with customers, employees or

suppliers; satisfaction of various other conditions to the closing of

the transactions described herein; and the risks that are described from

time to time in our reports filed with the SEC, including our Annual

Report on Form 10–K for the year ended December 31, 2009, as amended,

which are available at the SEC’s web site http://www.sec.gov.

This report speaks only as of its date, and except as required by law,

the Company assumes no obligation to update or revise any

forward-looking statements in this press release, whether as a result of

new information, future events, or otherwise.

Additional Information and Where to Find It

The Company will file with the Securities and Exchange Commission

(“SEC”) and will mail to its shareholders a proxy statement in

connection with the proposed sale of assets. INVESTORS AND SHAREHOLDERS

OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER

RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders

may obtain a free copy of these materials (when they are available) and

other documents filed with the SEC at www.sec.gov.

A free copy of the proxy statement, when it becomes available, may also

be obtained from Terra Nova Financial Group, Inc., 100 South Wacker

Drive, Suite 1550 Chicago, Illinois 60606,Attn.: Investor

Relations. In addition, the proxy statement (when it is available) and

the other documents also may be obtained for free by accessing the

Company’s website at www.tnfg.com

by clicking on the link for “Company,” then clicking on the link for

“Investor Relations” and then clicking on the link for “SEC Filings.”

Participants in This Transaction

The Company and its directors, executive officers and certain other

members of management and employees may be soliciting proxies from the

Company stockholders in favor of the Purchase Agreement and the

Transaction. Information regarding the persons who may, under the rules

of the SEC, be considered participants in the solicitation of the

Company’s stockholders in connection with the proposed Transaction will

be set forth in the proxy statement when it is filed with the SEC. You

can find information about the Company’s executive officers and

directors in the Company’s 10-K/A filed with the SEC on April 29, 2010.

You can obtain a free copy of this document from the Company using the

contact information above.

Contact Information

For more information about Terra Nova’s brokerage and clearing services,

please visit www.TNFG.com.

Be the first to comment - What do you think?  Posted by admin - January 15, 2017 at 3:32 am

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