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

DECEMBER 18, 2024

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

Corporation 77

Corporation Shares 77

Global Newswire by Notified: M&A

APRIL 24, 2024

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

Acquisitions 136

Acquisitions Government 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

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

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

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

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 183

M&A 183

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 171

Funds IT 171

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 171

Negotiation IT 171

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 188

Mergers Government Funds Investment 188

JD Supra: Mergers

FEBRUARY 22, 2024

On February 8, 2024, the European Commission (Commission) adopted its revised Market Definition Notice (Notice), replacing a version that was nearly 30 years old. The Notice is not binding, but it provides guidance on how the Commission defines markets when investigating potentially anticompetitive conduct and in merger control.

IT 171

IT Mergers 171

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 183

M&A Mergers Stock Business 183

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 183

Pharmaceutical Healthcare Corporation Equities 183

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 165

M&A Food Electronics Manufacturing 165

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 183

Mergers and Acquisitions Negotiation M&A Mergers 183

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 171

Mergers and Acquisitions Negotiation Mergers M&A 171

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 177

M&A Mergers Trading 177

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 171

Negotiation M&A Mergers Stock 171

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

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 171

Negotiation M&A Mergers Stock 171

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 165

Capital 165

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 171

Government Acquisitions 171

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 165

Mergers Banking Bank IT 165

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 165

M&A Mergers Stock 165

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

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 165

Mergers and Acquisitions Mergers M&A Stock 165

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 165

Mergers and Acquisitions Mergers M&A Stock 165

JD Supra: Mergers

DECEMBER 27, 2023

No 2022-0666-KSJM, holding that “a provision purporting to define a target company’s damages to include lost-premium damages [in a busted deal] cannot be enforced by the target company” and if “a damages-definition provision purports to define lost-premium damages as exclusive to the target … it is unenforceable.”.

IT 165

IT 165

JD Supra: Mergers

DECEMBER 3, 2024

based, development-stage, multi-asset, integrated lithium business in support of a clean energy economy and energy security, reached a definitive agreement to be acquired by Sayona Mining for an undisclosed amount. November 18, 2024: Piedmont Lithium, a U.S.

M&A 177

M&A Mergers Business Securities 177

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 165

Mergers Business IT 165

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 Banking Bank Business 126

Deal Lawyers

APRIL 10, 2024

of the NYSE Listed Company Manual to extend the period for which a SPAC can remain listed if it has signed a definitive agreement with respect […]

IT 133

IT 133