Consists of options to purchase shares of our common stock and restricted stock unit awards representing the right to
acquire shares of our common stock.
[Mill Road Capital]
acquired shares of the Common Stock based on their belief that the Common Stock represents an attractive investment opportunity.
The Reporting Persons
acquired the shares of Common Stock to which this statement relates for investment purposes.
Not exact matches
«Berkshire does not have any present intention to
acquire additional
shares of common stock of Wells Fargo,» said the filing.
Such risks, uncertainties and other factors include, without limitation: (1) the effect
of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand in construction and in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies»
common stock, which may be suspended at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including in connection with the proposed acquisition
of Rockwell; (7) delays and disruption in delivery
of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining agreements and labor disputes; (15) the effect
of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect
of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect
of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition
of conditions that could adversely affect the combined company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative effects
of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins»
common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation
of their businesses while the merger agreement is in effect; (21) risks relating to the value
of the United Technologies»
shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.
As
of December 31, 2010, we also had outstanding options to
acquire 15,202,015
shares of common stock held by employees, directors and consultants, all
of which will become options to
acquire an equivalent number
of shares of Class B
common stock, immediately prior to the completion
of this offering.
In addition, investors purchasing
shares of our Class A
common stock from us in this offering will have contributed %
of the total consideration paid to us by all stockholders who purchased
shares of our Class A
common stock, in exchange for
acquiring approximately %
of the outstanding
shares of our Class A
common stock as
of, 2015, after giving effect to this offering.
In addition, investors purchasing
shares of our Class A
common stock from us in this offering will have contributed 29.8 %
of the total consideration paid to us by all stockholders who purchased
shares of our
common stock, in exchange for
acquiring approximately 8.4 %
of the outstanding
shares of our Class A
common stock as
of September 30, 2015, after giving effect to this offering.
The additional
shares of common stock will not be entitled to preemptive rights nor will existing stockholders have any preemptive right to
acquire any
of those
shares when issued.
Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income, and other tax considerations
of acquiring, holding, and disposing
of shares of our Class A
common stock.
We, our officers and directors, and holders
of substantially all
of the outstanding
shares of our
common stock including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose
of any
shares of common stock, options or warrants to purchase
shares of common stock or securities convertible into, exchangeable for or that represent the right to receive
shares of common stock, whether now owned or hereafter
acquired, during the period from the date
of this prospectus continuing through the date 180 days after the date
of this prospectus, except with the prior written consent
of each
of Goldman, Sachs & Co., Morgan Stanley & Co..
The SSE Holdings LLC Agreement will also reflect a split
of LLC Interests such that one LLC Interest can be
acquired with the net proceeds received in the initial offering from the sale
of one
share of our Class A
common stock.
The SSE Holdings LLC Agreement will also reflect a split
of LLC Interests such that one LLC Interest can be
acquired with the net proceeds received in the initial offering from the sale
of one
share of our Class A
common stock, after the deduction
of underwriting discounts and commissions.
In addition, following this offering, purchasers in the offering will have contributed %
of the total consideration paid by our stockholders to purchase
shares of common stock, in exchange for
acquiring approximately %
of our total outstanding
shares as
of September 30, 2009 after giving effect to this offering.
But the tender offer also says, «although none
of Pershing Square, PS Fund 1 or any
of Pershing Square's affiliates is offering to
acquire any
shares of Allergan
common stock in the offer, PS Fund 1 is considered a co-bidder for SEC purposes.»
As long as PS Fund (along with any
of its Related Persons) does not otherwise engage in (or has not otherwise engaged in) conduct that would otherwise result in its becoming an
Acquiring Person by becoming the Beneficial Owner
of 10 % or more
of the
shares of Common Stock then outstanding, PS Fund's solicitation and receipt
of one or more revocable proxies from the Company's stockholders to be counted toward the number
of shares of the outstanding
Common Stock needed to cause a special meeting
of stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a public solicitation
of proxies made pursuant to, and in accordance with, Section 14 (a)
of the Exchnage Act by means
of a solicitation statement filed with the Commission on Schedule 15A, should not,
of itself, cause PS Fund to become an
Acquiring Person.
The Company also announces that it has granted
stock options to
acquire up to 300,000
common shares to a director
of the Company.
Global Beverage Solutions will
acquire 80 %
of Rudy Beverage Inc. in exchange for 16 million
shares of its restricted
common stock,
of which 6 million will be issued and delivered immediately, and the balance held as an «earn out.»
Ikanos Communications Inc (NASDAQ: IKAN) has
acquired the assets
of the Broadband Access product line from Conexant Systems, Inc. (NASDAQ: CNXT) for $ 54M partially funded by a sale
of $ 42M in
common stock at $ 1.75 per
share to Tallwood Venture Capital.
Under terms
of the agreement, Aspen will
acquire all outstanding
shares of privately held Dillco through the issuance
of 14,519,244
shares of Aspen
common stock to Dillco's shareholders.
In addition, [Mr. Scott] may from time to time, depending on prevailing market, economic and other conditions,
acquire additional
shares of the
Common Stock of [ASYS] or engage in discussions with [ASYS] concerning further acquisitions
of shares of the
Common Stock of [ASYS] or further investments in [ASYS].
Under certain circumstances, all rightholders, other than the acquirer, will be entitled to receive at the then exercise price
of a right that number
of shares of common stock of the
acquiring company which at the time will have a market value
of two times the exercise price
of the right.
If a person or group
acquires 15 % or more
of the
common stock, all rightholders, except the acquirer, will be entitled to
acquire at the then exercise price
of a right that number
of shares of the Company's
common stock which at the time will have a market value
of two times the exercise price
of the right.
AUSTIN, Texas, April 20, 2009 — Trilogy Enterprises, Inc. («Trilogy»), a provider
of technology powered business services to the automotive industry, today announced that its wholly - owned subsidiary, Infield Acquisition, Inc., has commenced a tender offer to
acquire all
of the outstanding
shares of common stock of Autobytel Inc. (Nasdaq: ABTL) for $ 0.35 net per
share in cash.
We understand that MediciNova, Inc., a Delaware corporation, (the «Offeror») has made a non-binding, publicly disclosed offer (the «Offer») to
acquire, pursuant to a proposed merger transaction, all
of the issued and outstanding
shares of common stock, par value $ 0.001 per share (the «Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respect
common stock, par value $ 0.001 per share (the «Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respecti
stock, par value $ 0.001 per
share (the «
Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respect
Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respecti
Stock»)
of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respectively.
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT)(«Starwood») today announced that the consortium consisting
of Anbang Insurance Group Co., Ltd., J.C. Flowers & Co. and Primavera Capital Limited (the «Consortium») has informed Starwood that, as a result
of market considerations, it has withdrawn its non-binding proposal to
acquire all
of the outstanding
shares of common stock of Starwood for $ 82.75 per
share in cash and does not intend to make another proposal.
Bayer has made an all - cash offer to
acquire all
of the issued and outstanding
shares of common stock of Monsanto Company for $ 122 per
share or an aggregate value
of $ 62 billion.
FNF is
acquiring Stewart for $ 50 per
share of common stock, subject to potential adjustment as described below, representing an equity value
of approximately $ 1.2 billion.
CB Richard Ellis has announced it has entered into a definitive agreement to
acquire Insignia Financial Group Inc. for $ 11 per
share of common stock in cash, plus the potential for incremental consideration.
American Realty Capital Properties Inc. yesterday sent a letter to the board
of directors
of Cole Credit Property Trust III Inc. (CCPT III) offering to
acquire 100 percent
of the outstanding
common stock of CCPT III for at least $ 12 per
share...
In July, CoStar
acquired Boston - based research firm PPR in exchange for
shares of common stock valued at $ 22 million.
Health Care REIT Inc. entered into a definitive agreement to
acquire all
of the outstanding
common stock of Sunrise Senior Living Inc. for $ 14.50 per
share in an all cash transaction, or $ 845 million.
The warrants represent the right to
acquire 18,432,855
shares of GGP
common stock, par value $ 0.01 per
share.
In return, the government received warrants to
acquire nearly 80 percent
of the companies»
common stock as well as «senior» preferred
shares that originally paid a 10 percent dividend.
CB Richard Ellis today announced it has entered into a definitive agreement to
acquire Insignia Financial Group, Inc. for $ 11 per
share of common stock in cash, plus the potential for incremental consideration.
In return, Treasury received a class
of «senior» preferred
shares that paid a 10 percent dividend, along with warrants to
acquire nearly 80 percent
of the companies»
common stock.
The warrants represent the right to
acquire 18,432,855
shares of General Growth
common stock, par value $ 0.01 per
share.
News Corp intends to commence a tender offer for all
of the
shares of common stock of Move within 10 business days, followed by a merger to
acquire any untendered
shares.
As typical to many non-traded REIT listings, GNL launched a tender offer to
acquire a maximum
of $ 125 million
of its
shares of common stock at $ 10.50 per
share.