Deal Lawyers

OCTOBER 4, 2024

— both involving acquisitions of development-stage biotech companies and both interpreting an earnout provision’s objective or outward-facing definition of “commercially reasonable efforts.” Alexion Pharmaceuticals, Inc. and Himawan v. Cephalon, Inc. Interestingly, both buyers were later acquired by larger pharma companies. […]

Pharmaceutical 100

Pharmaceutical Acquisitions 100

Global Newswire by Notified: M&A

APRIL 24, 2024

TORONTO, April 24, 2024 (GLOBE NEWSWIRE) -- Sintana Energy Inc.

Government 136

Government Acquisitions Corporation Shares 136

Global Newswire by Notified: M&A

JULY 7, 2024

Skydance Media and Paramount Global enter definitive agreement to form "New Paramount" through a two-step transaction.

Media 102

Media 102

Global Newswire by Notified: M&A

DECEMBER 18, 2024

Gentex (NASDAQ: GNTX) announced a definitive agreement to acquire VOXX International Corporation (NASDAQ: VOXX) at $7.50 per share.

Corporation 81

Corporation Shares 81

Global Newswire by Notified: M&A

AUGUST 20, 2024

Nasdaq: GMGI) (“GMGI” or the “Company”), a developer and licensor of online gaming platforms, systems and gaming content, today announced that it has entered into a definitive agreement to acquire an indirect 80% controlling interest in Classics for a Cause Pty Ltd (“CFAC”), a leading independent online discount platform in Australia.

IT 98

IT 98

Global Newswire by Notified: M&A

JULY 29, 2024

Nasdaq: GABC) (“German American”) and Heartland BancCorp (OTCQX: HLAN) (“Heartland”) jointly announced today that they have entered into a definitive agreement to merge Heartland into German American. JASPER, Ind. and WHITEHALL, Ohio, July 29, 2024 (GLOBE NEWSWIRE) -- German American Bancorp, Inc.

Mergers 81

Mergers Banking Bank 81

Global Newswire by Notified: M&A

MARCH 6, 2024

The Coretec Group (OTCQB: CRTG) and Core Optics LLC announced today that they have entered into a definitive share exchange agreement.

Shares 85

Shares 85

JD Supra: Mergers

SEPTEMBER 16, 2024

Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry. By: Goodwin

M&A 177

M&A 177

JD Supra: Mergers

SEPTEMBER 3, 2024

Last month, I commented on the "weird" definition of "hedge fund" in AB 3129 (Wood). On the last day of the current session, the legislature passed the bill. It is now on Governor Newsom's desk. By: Allen Matkins

Funds 167

Funds IT 167

JD Supra: Mergers

SEPTEMBER 13, 2024

One of the foundational provisions negotiated in almost every European leveraged loan agreement is the “Change of Control” definition and associated clauses. This provision is crucial because it directly impacts the risk profile of the loan from the lender’s perspective. By: Proskauer Rose LLP

Negotiation 167

Negotiation IT 167

JD Supra: Mergers

JUNE 17, 2024

regulatory issues that could arise in the event the parties reach a definitive agreement. While the Framework Agreement broadly sets forth the governance and control rights of the parties, it does not address U.S. By: Ballard Spahr LLP

Mergers 182

Mergers Government Funds Investment 182

JD Supra: Mergers

SEPTEMBER 9, 2024

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related indemnification obligations.

M&A 177

M&A Mergers Stock Business 177

JD Supra: Mergers

FEBRUARY 13, 2025

Zimmer Biomet recently announced entering a definitive agreement to acquire all outstanding common shares of Paragon 28. Under the agreement, Zimmer Biomet will pay $13.00 per share, valuing Paragon 28 at approximately $1.1 By: Knobbe Martens

Shares 155

Shares 155

JD Supra: Mergers

JUNE 4, 2024

The company reached a definitive agreement to be acquired by Crane Company. April 22, 2024: CryoWorks manufactures and provides cryogenic piping systems intended to serve its clients in the aerospace, defense, clean energy, food and beverage, semiconductor, electronics, and automotive sectors.

M&A 161

M&A Food Electronics Manufacturing 161

JD Supra: Mergers

SEPTEMBER 10, 2024

In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company.

Mergers and Acquisitions 177

Mergers and Acquisitions Negotiation M&A Mergers 177

JD Supra: Mergers

SEPTEMBER 11, 2024

In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants, along with related indemnification obligations.

Mergers and Acquisitions 167

Mergers and Acquisitions Negotiation Mergers M&A 167

JD Supra: Mergers

MAY 3, 2024

The new merger guidelines closely reflect the objectives of the Federal Trade Commission (FTC) and US Department of Justice (DOJ) to broaden the definition of what constitutes anticompetitive effects in order to modernize antitrust law. By: McDermott Will & Emery

M&A 172

M&A Mergers Trading 172

JD Supra: Mergers

SEPTEMBER 11, 2024

In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants.

Negotiation 167

Negotiation M&A Mergers Stock 167

JD Supra: Mergers

SEPTEMBER 12, 2024

In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the target company.

Negotiation 167

Negotiation M&A Mergers Stock 167

Global Newswire by Notified: M&A

JULY 8, 2024

Amundi and Victory Capital sign a definitive agreement to become strategic partners Paris, 9 July 2024 - Amundi today announces that it has reached a.

Capital 59

Capital IT 59

JD Supra: Mergers

JANUARY 22, 2024

Boston Scientific Corporation (“Boston Scientific”) announced on January 8 that it has entered into a definitive agreement to acquire Axonics, Inc. Axonics”) for an equity value of approximately $3.7 The timing of the announcement coincided with the start of the 42nd Annual J.P.

Pharmaceutical 177

Pharmaceutical Healthcare Corporation Equities 177

JD Supra: Mergers

OCTOBER 20, 2023

Well, in 2023, that's a definite… maybe. You've put in your time, raised capital appropriately, surrounded yourself with a top-notch team, built a great product, and demonstrated the right metrics — so, is now a good time to ride into the sunset? By: Troutman Pepper

Capital 161

Capital 161

Global Newswire by Notified: M&A

JULY 31, 2023

EURONEXT: AZRN) one of Europe’s largest digital advertising and entertainment media platforms, announced today they have entered into a definitive agreement for Playtika to acquire from Azerion its Youda Games portfolio of games, including social card themed title Governor of Poker 3, for an initial cash consideration of EUR 81.3

Portfolio 76

Portfolio Entertainment Media Business 76

JD Supra: Mergers

JUNE 24, 2024

The Panel’s interpretation of the Tucker Act’s definition of “interested party” expanded the universe of standing, allowing. The case centered on whether the Federal Acquisition Streamlining Act’s (FASA) “task order bar” could suppress claims alleging violations of 10 U.S.C. 3453, which mandates a preference for commercial products.

Government 167

Government Acquisitions 167

JD Supra: Mergers

SEPTEMBER 23, 2024

The 2023 Merger Guidelines include predefined market definitions and thresholds for Herfindahl-Hirschman Index (HHI) calculations to identify mergers with. This decision followed collaboration with the Fed, FDIC and OCC and was informed by public feedback, departmental experience and market developments.

Mergers 161

Mergers Bank Banking IT 161

JD Supra: Mergers

SEPTEMBER 12, 2024

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related indemnification obligations.

M&A 161

M&A Mergers Stock 161

JD Supra: Mergers

SEPTEMBER 13, 2024

In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the seller with respect to the target company.

Mergers and Acquisitions 161

Mergers and Acquisitions Mergers M&A Stock 161

JD Supra: Mergers

SEPTEMBER 9, 2024

In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the seller with respect to the target company.

Mergers and Acquisitions 161

Mergers and Acquisitions Mergers M&A Stock 161

Global Newswire by Notified: M&A

JANUARY 23, 2025

Acquisition strengthens iRs position in the rapidly growing immersive tech market, with patented technology used by leading global brands Acquisition strengthens iRs position in the rapidly growing immersive tech market, with patented technology used by leading global brands

Acquisitions 99

Acquisitions 99

Global Newswire by Notified: M&A

MARCH 6, 2024

Nayax Announces Strategic Acquisition of VMtecnologia, Expanding Presence in the Latin American Market.

Acquisitions 89

Acquisitions 89

Global Newswire by Notified: M&A

APRIL 30, 2024

The not-for-profit credit union creates greater access for all Members, including small businesses that specialize in oil and gas, energy and agriculture. The not-for-profit credit union creates greater access for all Members, including small businesses that specialize in oil and gas, energy and agriculture.

Profitability 126

Profitability Bank Banking Business 126

JD Supra: Mergers

SEPTEMBER 25, 2024

of the Listed Company Manual to allow a SPAC to “remain listed until forty-two months from its original listing date if it has entered into a definitive agreement with respect to a business combination within three years of listing.” (See In April, the NYSE proposed a rule change that would have amended Section 102.06 See this PubCo post.)

Mergers 161

Mergers Business IT 161

Global Newswire by Notified: M&A

MARCH 21, 2025

Filing of Definitive Information Circular and receipt of shareholder approval mark key milestones in closing process Missouri, Nevada and Utah.

Mergers 45

Mergers 45