Tag Archives: Merger Sub

Business, Finance, Occupation & Industry

iParty Corp. Announces End of Go-Shop

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By Business Wirevia The Motley Fool

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iParty Corp. Announces End of Go-Shop

DEDHAM, Mass.–(BUSINESS WIRE)– iParty Corp. (NYSE MKT: IPT – news), a leading party goods retailer with a strong presence in New England, today announced the expiration, at 11:59 p.m. (Eastern Daylight Savings Time) on March 31, 2013, of the “go-shop” period during which it was permitted to solicit alternative proposals to its proposed merger with Party City Holdings Inc., a Delaware corporation (“Party City“).

On March 1, 2013, iParty entered into an Agreement and Plan of Merger (the “Merger Agreement“) with Party City and Confetti Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Party City (“Merger Sub“). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into iParty, and as a result iParty will continue as the surviving corporation (the “Merger“). During the “go-shop” period contemplated by the Merger Agreement, iParty was permitted to initiate, solicit and encourage, whether publicly or otherwise, any acquisition proposals from third parties, and provide non-public information to and engage in discussions or negotiations with third parties with respect to alternative acquisition proposals. The go-shop process was conducted on iParty’s behalf by its financial advisor Raymond James & Associates, Inc. (“Raymond James“).

During the “go-shop” period, Raymond James contacted 40 potential transaction partners at the request of and on behalf of iParty, including strategic and financial buyers. Despite this solicitation of interest, none of the 40 contacted parties requested to review non-public information or submitted a written acquisition proposal with respect to iParty.

iParty is now subject to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. Notwithstanding the “no shop” restrictions, prior to obtaining the Company stockholder approval of the Merger Agreement, iParty may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to any unsolicited acquisition proposal in accordance with the terms and conditions of the Merger Agreement to permit iParty’s board of directors to comply with its fiduciary duties.

iParty is continuing to work with Party City to complete the Merger in a timely manner. iParty expects the Merger to close during the second quarter of 2013, however the Merger is subject to customary closing conditions, including approval by iParty’s stockholders of the Merger Agreement.

About iParty Corp.

Headquartered in …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

WMS Schedules Special Stockholder Meeting for May 10, 2013 to Vote on Adoption of the Merger Agreeme

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By Business Wirevia The Motley Fool

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WMS Schedules Special Stockholder Meeting for May 10, 2013 to Vote on Adoption of the Merger Agreement with Scientific Games

WAUKEGAN, Ill.–(BUSINESS WIRE)– WMS Industries Inc. (NYS: WMS) today announced that a special meeting of its stockholders has been scheduled to, among other things, consider and vote on the proposal to adopt the previously announced Agreement and Plan of Merger by and among Scientific Games Corporation (NAS: SGMS) , a Delaware corporation (“Scientific Games“), SG California Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Scientific Games (“Merger Sub“) and Scientific Games International, Inc., a Delaware corporation and a wholly owned subsidiary of Scientific Games, providing for the merger of Merger Sub with and into WMS, with WMS surviving the merger as a wholly owned subsidiary of Scientific Games. The special meeting will be held on May 10, 2013 at 9:00 am CDT at the Waldorf-Astoria Hotel, 11 E. Walton, Chicago, Illinois.

WMS stockholders as of the close of business on Monday, April 8, 2013, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting.

The merger, which is expected to be completed by the end of 2013, is subject to the approval of a majority of the outstanding shares of WMS‘ common stock and the receipt of required gaming approvals, in addition to other customary closing conditions.


About WMS

WMS serves the gaming industry worldwide by designing, manufacturing and marketing games, video and mechanical reel-spinning gaming machines, video lottery terminals and in gaming operations, which consists of the placement of leased participation gaming machines in legal gaming venues. The Company also develops and markets digital gaming content, products, services and end-to-end solutions that address global online wagering and play-for-fun social, casual and mobile gaming opportunities. WMS is proactively addressing casino gaming floor evolution with its WAGE-NET® networked gaming solution, a suite of systems technologies and applications designed to increase customers’ revenue generating capabilities and operational efficiency. More information on WMS can be found at www.wms.com or visit the Company on Facebook®, Twitter® or YouTube®.

This press release contains forward-looking statements concerning our future business performance, strategy, outlook, plans, products and liquidity. Forward-looking statements may be typically identified by such words as …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.

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By Business Wirevia The Motley Fool

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Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.

PITTSBURGH–(BUSINESS WIRE)– H.J. Heinz Company (NYS: HNZ) (“Heinz”) announced that Hawk Acquisition Sub, Inc. (“Merger Sub“), an entity formed by Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Investors”) intends, subject to market conditions, to offer $2,100 million in aggregate principal amount of its second lien senior secured notes due 2020 (the “notes”). The notes are being issued to provide a portion of the financing for the previously announced merger of Merger Sub with and into Heinz, with Heinz surviving the merger (the “Acquisition”).

Merger Sub and the Investors expect that the net proceeds of the offering will be used to finance a portion of the cash consideration for the Acquisition. Merger Sub intends to deposit the gross proceeds of the offering into a segregated escrow account until the date that certain conditions, including the completion of the Acquisition, have been satisfied. Upon consummation of the Acquisition, Heinz will assume all of the obligations of Merger Sub under the notes and certain of Heinz’s existing and future direct and indirect wholly owned domestic restricted subsidiaries will guarantee the notes.

The notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“), and outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements

This press release and our other public pronouncements contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,” “expects,” “anticipates,” “believes,” “estimates” or similar expressions and include our expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

K-Swiss Schedules Special Stockholder Meeting in Connection with E.Land Transaction

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By Business Wirevia The Motley Fool

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K–SwissSchedules Special Stockholder Meeting in Connection with E.Land Transaction

WESTLAKE VILLAGE, Calif.–(BUSINESS WIRE)– K•Swiss Inc. (NAS: KSWS) has scheduled a special meeting of stockholders to, among other things, consider and vote on a proposal to adopt and approve the previously announced Agreement and Plan of Merger, dated January 16, 2013, by and among K•Swiss, E.Land World Limited, a corporation organized under the laws of the Republic of Korea, Ian Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of E.Land (“Merger Sub“), pursuant to which Merger Sub will be merged with and into K•Swiss, with K•Swiss surviving as an indirect wholly owned subsidiary of E.Land. The special meeting will be held on Friday, April 26, 2013, at 8 a.m. Los Angeles time at the Company’s corporate headquarters, located at 31248 Oak Crest Drive in Westlake Village, California.

K•Swiss’ stockholders of record as of the close of business Friday, March 8, 2013, will be entitled to notice of and to vote at the special meeting.

The merger, which is expected to close during the second quarter of 2013, requires the approval of 80% of K•Swiss’ outstanding voting power and applicable regulatory approvals in addition to other customary closing conditions.

About K•Swiss

Founded more than forty years ago in Van Nuys, California, K•Swiss introduced the first all-leather tennis shoe, the K•Swiss “Classic” in 1966. Since its inception, K•Swiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market. Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth. K•Swiss also designs, develops and markets footwear under the Palladium brand. For more information about K•Swiss, visit www.kswiss.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 about the expected timing for closing of the merger. These statements are based on the current beliefs and expectations of K•Swiss’ management and are subject to known and unknown risks and uncertainties, including, but not limited to: (i) K•Swiss may be unable to obtain stockholder approval as required for the merger; (ii) conditions to the closing of the merger may not be satisfied or …read more
Source: FULL ARTICLE at DailyFinance