Tag Archives: Proxy Statement

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Partner Communications Announces the Results of the Extraordinary General Meeting of Shareholders

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Partner Communications Announces the Results of the Extraordinary General Meeting of Shareholders

ROSH HA’AYIN, Israel–(BUSINESS WIRE)– Partner Communications Company Ltd. (“Partner” or “the Company”) (Nasdaq: PTNR) (TASE:PTNR), a leading Israeli communications operator, announces the results of the Extraordinary General Meeting of Shareholders (the “EGM“), that was held on April 11, 2013 at Partner’s offices in Rosh Ha‘ayin, Israel.

The EGM resolutions with respect to the items set forth in the Company’s proxy statement dated March 7, 2013 sent in connection with the EGM (the “Proxy Statement“), were as follows:

(1) to approve and ratify the compensation terms of several directors; to approve and ratify (subject to the adoption of Resolution 4 below) indemnification of several directors and that these directors benefit from the Company’s D&O insurance policy;

The proposed resolutions were approved by the required majority as detailed in the Proxy Statement, except for the resolution regarding indemnification – see item 4 below.

(2) to approve and ratify a “Run-Off” insurance policy for directors and other office holders of the Company;

The proposed resolution was approved by the required majority, as detailed in the Proxy Statement

(3) to approve amendments to provisions of the Company’s Articles of Association regarding: (i) required majority; (ii) insurance; (iii) indemnification; (iv) release; (v) prospective legal amendments; (vi) shareholders limited liability; and (vii) miscellaneous provisions;

The proposed resolutions set forth in items (3)(ii) and 3(iv) through 3(vii) (inclusive) were approved by the required majority as detailed in the Proxy Statement. The proposed resolutions set forth in items (3)(i) and (3)(iii) were not approved by the required majority.

(4) to approve and ratify the grant of Indemnification Letters to the following directors: (i) Mr. Shlomo Rodav, (ii) Mr. Arieh Saban, (iii) Mr. Adam Chesnoff, (iv) Mr. Fred Gluckman, (v) Mr. Elon Shalev, (vi) Mr. Sumeet Jaisinghani, (vii) Mr. Yoav Rubinstein, (viii) Mr. Ilan Ben-Dov, and (ix) Mr. Yahel Shachar.

The proposed resolutions set forth in items (4)(i) through 4(ix) (inclusive), were not approved by the required majority.

(5) to approve and ratify as a “framework transaction” an extension of the agreement to purchase

From: http://www.dailyfinance.com/2013/04/11/partner-communications-announces-the-results-of-th/

Business, Finance, Occupation & Industry

Faruqi & Faruqi, LLP Launches an Investigation against PulteGroup, Inc. (PHM) for Potential Breaches

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Faruqi & Faruqi, LLP Launches an Investigation against PulteGroup, Inc. (PHM) for Potential Breaches of Fiduciary Duties by Its Board of Directors

NEW YORK–(BUSINESS WIRE)– Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of PulteGroup, Inc. (“PulteGroup” or the “Company”) (NYS: PHM) (NYS: PHA) for potential breaches of fiduciary duties in connection with their conduct in seeking shareholders’ approval for a Senior Management Incentive Plan and Stock Incentive Plan.

Specifically, in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 3, 2013, the Board of Directors recommends that PulteGroup’s shareholders vote to approve the 2013 Senior Management Incentive Plan and the 2013 Stock Incentive Plan. The 2013 Stock Incentive Plan would make 20,000,000 shares available for awards. The issuance of the additional shares could have a substantial dilutive effect on the shares of PulteGroup common stock.

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If you own common stock in PulteGroup and wish to obtain additional information and protect your investments free of charge, please visit us at www.faruqilaw.com/PHM or contact Juan E. Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.

Attorney Advertising. (C) 2013 Faruqi & Faruqi, LLP. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP (www.faruqilaw.com). Prior results do not guarantee or predict a similar outcome with respect to any future matter. We are happy to discuss your particular case.

Faruqi & Faruqi, LLP
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Attn: Juan E. Monteverde, Esq.
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Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Bluegreen Corporation Shareholders Approve Merger with Subsidiary of BFC Financial Corporation

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By Business Wirevia The Motley Fool

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Bluegreen Corporation Shareholders Approve Merger with Subsidiary of BFC Financial Corporation

FORT LAUDERDALE, Fla. & BOCA RATON, Fla.–(BUSINESS WIRE)– BFC Financial Corporation (“BFC” or the “Company”) (OTCQB: BFCF) and Bluegreen Corporation (“Bluegreen”) (NYS: BXG) today announced that, at a special meeting of shareholders held today, Bluegreen shareholders approved the previously announced merger of Bluegreen with Woodbridge Holdings, LLC (“Woodbridge”), a wholly-owned subsidiary of BFC, in an all-cash transaction at a price of $10.00 per share. Over 86% of the total Bluegreen common stock outstanding was voted in favor of the merger, representing over 96% of the shares voted at the meeting.

BFC‘s Chairman and Chief Executive Officer, Alan B. Levan, commented, “Shareholders have overwhelmingly supported this merger and we look forward to completing this transaction.”

Bluegreen also announced that it issued $75 million of Senior Secured Notes (the “Notes”) in a private transaction entered into by Bluegreen on March 26, 2013 and arranged by BB&T Capital Markets. The Notes mature in March 2020, subject to their terms, covenants and conditions. The proceeds from the Notes offering will be used to fund a portion of the merger consideration.

The parties currently expect to close the merger during the first week of April.

Under the terms of the merger agreement, at the time the merger is effective, each outstanding share of Bluegreen’s Common Stock (other than those shares held directly or indirectly by BFC and shares owned by holders who exercised and perfected their appraisal rights in accordance with Massachusetts law) will be converted into the right to receive $10.00 in cash, without interest thereon and less any applicable withholding taxes.

John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, “We view this merger as a natural progression of the beneficial relationship Bluegreen has enjoyed with BFC since April 2002. This merger is not expected to have any material impact on Bluegreen’s day-to-day operations. Bluegreen owners should continue to expect the same high levels of service, attention, and quality that have helped drive our growth and evolution to date.”

Additional information regarding the merger can be found in filings made by BFC and Bluegreen, including the Notice of Special Meeting of Shareholders and Proxy Statement filed by Bluegreen on February 21, 2013. These and other filings are available at www.sec.gov.

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Source: FULL ARTICLE at DailyFinance

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Mesa Energy Holdings, Inc. Announces the Filing of a Definitive Proxy Statement

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Mesa Energy Holdings, Inc. Announces the Filing of a Definitive Proxy Statement

DALLAS–(BUSINESS WIRE)– Mesa Energy Holdings, Inc. (“Mesa”)(OTCBB: MSEH), an oil and gas exploration and production company, announced today that the definitive Proxy Statement relating to the sale of substantially all of Mesa’s assets to Armada Oil, Inc. (OTCBB: AOIL) (“Armada Oil“) in the proposed combination of Mesa’s and Armada Oil‘s business, has been filed with the Securities and Exchange Commission and is currently being disseminated to Mesa’s stockholders of record as of November 23, 2012.

The definitive Proxy Statement contains, among other things, information relating to Mesa’s proposed sale to Armada Oil of 100% of the issued and outstanding shares of Mesa Energy, Inc. (“MEI”), a wholly owned subsidiary of Mesa, which shares constitute substantially all of the assets of Mesa (the “Acquisition”). Pursuant to the Asset Purchase Agreement and Plan of Reorganization, following receipt by Mesa of consent from a majority of its stockholders, Armada Oil and Mesa will close the Acquisition and Armada Oil will issue and distribute, as consideration for the Acquisition, 0.40 shares of its common stock to the stockholders of Mesa for each Mesa common share owned by such stockholders as of the close of business the day before the closing of the Acquisition.

Mesa’s stockholders as of the record date are entitled to vote their shares. The consent of a majority of outstanding Mesa common stock is required to approve the Acquisition. Stockholders may consent or withhold their consent electronically or by mail, by marking, signing, dating and mailing the proxy cards or voting electronically in accordance with the instructions set forth on the proxy card. The Company expects to receive the required number of consents to approve the Acquisition and, subject to the receipt of that vote, anticipates closing the transaction prior to the end of March 2013.

“Our Board has unanimously recommended this transaction and we encourage our shareholders to respond to the consent request as soon as possible. We believe the business combination with Armada Oil will result in a combined company with much greater critical mass, the opportunity for listing on a national exchange and enhanced opportunities for growth in shareholder value,” Randy M. Griffin, Chairman and Chief Executive Officer of Mesa commented. “As designated Chairman and Chief Executive Officer of Armada Oil following the closing of the transaction, I intend to do all I can to grow the combined company into a significant independent oil and gas producer.”

About Mesa Energy Holdings, Inc.
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Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Azteca Acquisition Corporation Sets Date for Special Meetings of Stockholders to Approve Merger with

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Azteca Acquisition Corporation Sets Date for Special Meetings of Stockholders to Approve Merger with Cine Latino, Inc. and InterMedia Español Holdings, LLC and of Public Warrantholders to Approve Amendment of Warrants

NEW YORK–(BUSINESS WIRE)– Azteca Acquisition Corporation (OTCBB: AZTA; AZTAW; AZTAU) (“Azteca”) announced today that the special meeting of its stockholders to approve its previously announced merger (the “Azteca Merger Proposal“) with Cine Latino, Inc. (“Cinelatino”) and InterMedia Español Holdings, LLC (“WAPA”) and the special meeting of its public warrantholders to approve the amendment of certain terms of its warrants, will be held on April 4, 2013, at 9:30 a.m. and 9:00 a.m., Eastern Time, respectively, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York. Azteca expects the closing of the merger, if approved, to occur, as promptly as practicable thereafter, subject to the satisfaction of various closing conditions.

Azteca has mailed the definitive proxy statement/prospectus related to the proposed merger and warrant amendment (the “Proxy Statement“) to its stockholders and warrantholders of record as of 5:00 p.m., Eastern Time, on March 10, 2013 (the “Record Date“). The Proxy Statement is available online at the SEC‘s website (www.sec.gov). Stockholders and public warrantholders are urged to review such materials carefully.

As more fully described in the Proxy Statement, Azteca is providing its holders of Azteca common stock issued in Azteca’s initial public offering with the opportunity to cause Azteca to redeem their shares for cash, by complying with the requirements set forth in the Proxy Statement, irrespective of whether such holders vote for or against the approval of the merger. Azteca anticipates that the redemption price will be $10.05 per share. Only stockholders of record as of 5:00 p.m., Eastern Time, on the Record Date may exercise redemption rights for their shares. Consequently, shares of Azteca common stock transferred after the Record Date cannot be redeemed. As also more fully described in the Proxy Statement, shares of Azteca common stock must be tendered for redemption no later than April 2, 2013, the date that is two business days prior to the scheduled stockholder vote on the Azteca Merger Proposal. Only Azteca warrantholders of record as of 5:00 p.m., Eastern Time, on the Record Date are entitled to have their consents to the proposed warrant amendment counted at the Azteca meeting of public warrantholders.

In addition to approval of the Merger Agreement by Azteca’s stockholders and approval of the amendments by Azteca’s public warrantholders, the transactions contemplated by the Merger Agreement are subject to satisfaction of all other closing conditions described in the Proxy Statement and fully set …read more
Source: FULL ARTICLE at DailyFinance