Takeover Law and Practice Guide 2020
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SCHEDULE 14A INFORMATION (Rule 14A-101) INFORMATION REQUIRED in PROXY STATEMENT Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240. 14a-12 WEX INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents WEX INC. -
Chambers Global Practice Guides Corporate M&A Japan 2017
CHAMBERS Global Practice Guides JAPAN Corporate M&A LAW & PRACTICE: p.3 ContributedContributed by Mori Hamada by & Matsumoto MoriThe Hamada‘Law & Practice’ & Matsumoto sections provide easily accessible information on navigating the legal system when conducting business in the jurisdic- tion. Leading lawyers explain local law and practice at key transactional stages and for crucial aspects of doing business. DOING 2017BUSINESS IN JAPAN: p.283 Chambers & Partners employ a large team of full-time researchers (over 140) in their London office who interview thousands of clients each year. This section is based on these interviews. The advice in this section is based on the views of clients with in-depth international experience. JAPAN LAW & PRACTICE: p.3 Contributed by Mori Hamada & Matsumoto The ‘Law & Practice’ sections provide easily accessible information on navigating the legal system when conducting business in the jurisdic- tion. Leading lawyers explain local law and practice at key transactional stages and for crucial aspects of doing business. LAW & PRACTICE JAPAN Contributed by Mori Hamada & Matsumoto Authors: Hajime Tanahashi, Takayuki Kihira, Kenichi Sekiguchi, Akira Matsushita Law & Practice Contributed by Mori Hamada & Matsumoto CONTENTS 1. Trends p.5 6.6 Additional Governance Rights p.12 1.1 M&A Market p.5 6.7 Voting by Proxy p.12 1.2 Key Trends p.5 6.8 Squeeze-Out Mechanisms p.12 1.3 Key Industries p.5 6.9 Irrevocable Commitments p.12 2. Overview of Regulatory Field p.5 7. Disclosure p.13 2.1 Acquiring a Company p.5 7.1 Making a Bid Public p.13 2.2 Primary Regulators p.5 7.2 Types of Disclosure p.13 2.3 Restrictions on Foreign Investment p.5 7.3 Requirement for Financial Statements p.13 2.4 Antitrust Regulations p.6 7.4 Disclosure of the Transaction Documents p.13 2.5 Labour Law Regulations p.6 8. -
Canadian Public Company Mergers & Acquisitions Guide
Canadian Public Company Mergers & Acquisitions A practical guide to the issues surrounding acquisitions of public companies in Canada. CANADIAN PUBLIC COMPANY MERGERS & ACQUISITIONS Osler, Hoskin & Harcourt llp Table of Contents Acquisition Structures 3 Pre-Acquisition Considerations 16 Minority Shareholder Protections 21 Directors’ Duties 23 Competition Law and Foreign Investment Review 28 2 CANADIAN PUBLIC COMPANY MERGERS & ACQUISITIONS Osler, Hoskin & Harcourt llp 1 Acquisition Structures While several different methods exist to acquire control of a Canadian public company, M&A transactions in Canada are most commonly effected by a “plan of arrangement” and less frequently by a “take-over bid.” These transaction structures are outlined below. PLAN OF ARRANGEMENT Overview A statutory arrangement, commonly referred to as a “plan of arrangement,” is a voting transaction governed by the corporate laws of the target company’s jurisdiction of incorporation. It is first negotiated with the target company’s board of directors and remains subject to the approval of the target company’s shareholders at a special meeting held to vote on the proposed transaction. Notably, an arrangement also requires court approval. Due to the ability to effect the acquisition of all of the outstanding securities of a target in a single step and its substantial structuring flexibility, the majority of board-supported transactions are structured as arrangements. Due to the ability to effect the acquisition of Court Supervision and Approval all of the outstanding Unlike any other transaction structure typically used to effect a change of corporate control, an arrangement is a court-supervised process. securities of a target in The target company applies to court to begin the process of effecting the a single step and its arrangement. -
Proxy Voting Guidelines Benchmark Policy Recommendations TITLE
UNITED STATES Proxy Voting Guidelines Benchmark Policy Recommendations TITLE Effective for Meetings on or after February 1, 2021 Published November 19, 2020 ISS GOVERNANCE .COM © 2020 | Institutional Shareholder Services and/or its affiliates UNITED STATES PROXY VOTING GUIDELINES TABLE OF CONTENTS Coverage ................................................................................................................................................................ 7 1. Board of Directors ......................................................................................................................................... 8 Voting on Director Nominees in Uncontested Elections ........................................................................................... 8 Independence ....................................................................................................................................................... 8 ISS Classification of Directors – U.S. ................................................................................................................. 9 Composition ........................................................................................................................................................ 11 Responsiveness ................................................................................................................................................... 12 Accountability .................................................................................................................................................... -
Valuation Methodologies V4 WST
® ST Providing financial training to Wall Street WALL www.wallst-training.com TRAINING CORPORATE VALUATION METHODOLOGIES “What is the business worth?” Although a simple question, determining the value of any business in today’s economy requires a sophisticated understanding of financial analysis as well as sound judgment from market and in dustry experience. The answer can differ among buyers and depends on several factors such as one’s assumptions regarding the growth and profitability prospects of the business, one’s assessment of future market conditions, one’s appetite for assuming risk (or discount rate on expected future cash flows) and what unique synergies may be brought to the business post-transaction. The purpose of this article is to provide an overview of the basic valuation techniques used by financial analysts to answer the question in the context of a merger or acquisition. Basic Valuation Methodologies In determining value, there are several basic analytical tools that are commonly used by financial analysts. These methods have been developed over several years of research and refinement and are based on financial theory and market reality. However, these tools are just that – tools – and should not be viewed as final judgment, but rather, as a starting point to determining value. It is also important to note that different people will have different ideas on value of an entity depending on factors such as: u Public status of the seller and buyer u Nature of potential buyers (strategic vs. financial) u Nature of the deal (“beauty contest” or privately negotiated) u Market conditions (bull or bear market, industry specific issues) u Tax position of buyer and seller Each methodology is fairly simple in theory but can become extremely complex. -
Adopting a Poison Pill in Response to Shareholder Activism
IN THE BOARDROOM CAPITAL MARKETS & CORPORATE GOVERNANCE Ismagilov/Shutterstock.com Adopting a Poison Pill in Response to Shareholder Activism In his regular column, Frank Aquila drafts a memo to a board explaining the considerations it should evaluate when deciding whether to adopt a poison pill. FRANCIS J. AQUILA PARTNER SULLIVAN & CROMWELL LLP Frank has a broad multidisciplinary practice that includes extensive experience in negotiated and unsolicited mergers and acquisitions, activist and takeover defense, complex cross-border transactions, global joint ventures, and private equity transactions. He regularly counsels boards of directors and board committees on corporate governance matters and crisis management. MEMORANDUM TO: The Board of Directors FROM: Frank Aquila RE: Considerations When Adopting a Poison Pill in Response to Shareholder Activism As we have discussed, the Investor has just filed a Schedule 13D with the Securities and Exchange Commission disclosing equity holdings in the Company equal to 8.8% of the Company’s common stock. The Investor has also disclosed its intentions to increase its stake to approximately 15%, seek representation on the Company’s Board, and then advocate for either a spin-off of certain business units or a sale of the Company. 22 April 2016 | Practical Law © 2016 Thomson Reuters. All rights reserved. To strengthen the Board’s negotiating leverage and provide adequate time to evaluate what alternatives would be in the best interests of the Company and its shareholders, the Board is considering adopting a shareholder rights plan, commonly known as a poison pill, with a 10% threshold. Correctly implemented, the triggering of this poison pill would massively dilute the Investor’s voting and equity stake as soon as the Investor acquires 10% of the Company’s outstanding common stock by allowing all other shareholders to purchase additional shares at a steep discount. -
1 IRREVOCABLE SUBSCRIPTION UNDERTAKING TO: Tryg A/S
EXECUTION VERSION IRREVOCABLE SUBSCRIPTION UNDERTAKING TO: Tryg A/S Klausdalsbrovej 601 2670 Ballerup Denmark ("Tryg") and Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom ("Morgan Stanley") and Danske Bank A/S Holmens Kanal 2 - 12 DK-1092 Copenhagen Denmark ("Danske Bank" and together with Morgan Stanley, the "Underwriters") FROM: TryghedsGruppen SMBA Hummeltoftevej 49 2830 Virum Denmark (the "Foundation", "us", "we") Date: 18 November 2020 1 RECOMMENDED CASH OFFER TO ACQUIRE RSA INSURANCE GROUP PLC AND RIGHTS ISSUE IN TRYG A/S 1.1 We understand that Tryg together with Regent Bidco Limited (“Bidco”) and Intact Financial Corporation ("Intact") contemplate an acquisition by Bidco of the entire issued and to be issued share capital of RSA Insurance Group plc ("RSA") (the "Acquisition") by way of court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (including any new, increased, renewed or revised scheme of arrangement) (the ''Scheme''). In connection with the Acquisition, 1 Intact and Tryg have entered into a Separation Agreement with respect to the Scandinavia Sepa- ration, on the terms and conditions as summarised in the draft announcement attached to this irrevocable undertaking as Appendix 1.1 (the ''Rule 2.7 Announcement''), together with such additional terms and conditions as may be required by the Applicable Requirements (as defined in Clause 1.3 below) or as may be agreed in writing between Tryg, Intact, Bidco and RSA provided that such additional terms shall not increase Foundation's payment obligations under this irrevoca- ble undertaking or change the consideration contributed by Tryg to the Acquisition as indicated in the Rule 2.7 Announcement without the Foundation's prior consent. -
Yucaipa Companies
YUCAIPA COMPANIES: “POSTER CHILD FOR THE ILLS OF POLITICAL DONATIONS AND BUSINESS” Yucaipa is a holding company that invests across a wide range of industries—from groceries to logistics to magazine distribution. Ronald Burkle, chairman of Yucaipa, has been a multi-million fundraiser and donor for Bill and Hillary Clinton and in Bill Clinton’s post-presidency, Burkle has emerged as a close friend and rain- maker for the Clintons – and the friendship has been prosperous for both. “The mainstream business press beats up on [Burkle], essentially for buying access and influence among politicians and leaders of the pension funds that invest with him (FORBES included). ‘I basically became the poster child for the ills of political donations and business. It’s preposterous!’ Burkle protests.” [Forbes, 12/11/06] BILL CLINTON AND YUCAIPA 2006: Bill Clinton Has Guaranteed Payments “Over $1,000” From Yucaipa And Has Invested In Several Yucaipa Funds. Hillary’s financial disclosure report indicates that Bill Clinton has “over $1,000” in guaranteed payments from Yucaipa Global Holdings. Because the Clintons are not required to report the actual amount or any range of income that is more specific than “over $1,000” we do not know how much Bill has been compen- sated. Through WJC International Investments GP, Bill Clinton invests in Yucaipa Global Holdings and Yu- caipa Global Partnership. The Yucaipa Global Partnership Fund “invests in securities of corporations that con- duct significant operations in foreign countries.” Clinton reported interest income between $201-$1,000 from Yucaipa Global Holdings and between $1,001-$2,500 from Yucaipa Global Partnership Fund. -
In Re Marriage of Burkle RB
2d Civil No. B179751 IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION EIGHT JANET E. BURKLE, Petitioner, vs. RONALD W. BURKLE, Respondent. ________________________________________ Los Angeles County Superior Court Case No. BD390479 Honorable Stephen Lachs and Honorable Roy L. Paul ________________________________________ RESPONDENT’S BRIEF [Filed Under Seal per Court’s Order, dated January 26, 2005 Cal. Rules of Court, rule 12.5] _________________________________________ WASSER, COOPERMAN & CARTER GREINES, MARTIN, STEIN & RICHLAND LLP Dennis M. Wasser (SBN 41617) Irving H. Greines (SBN 39649) Bruce E. Cooperman (SBN 76119) 5700 Wilshire Boulevard, Suite 375 2029 Century Park East, Suite 1200 Los Angeles, California 90036 Los Angeles, California 90067 Telephone: (310) 859-7811 Telephone: (310) 277-7117 Facsimile: (310) 276-5261 Facsimile: (310) 553-1793 CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO LLP Patricia L. Glaser (SBN 55668) 10250 Constellation Boulevard, 19th Floor Los Angeles, California 90067 Telephone: (310) 553-3000 Facsimile: (310) 556-2920 Attorneys for Respondent RONALD W. BURKLE TABLE OF CONTENTS Page INTRODUCTION 1 STATEMENT OF THE CASE 6 A. The Agreement And Its Prelude. 7 1. Jan and Ron attempt to rebuild their broken mamage. 7 2. Prior to entering the Agreement, Jan obtains independent advice from a team ofexperts she handpicked and then engages in prolonged negotiations. 9 3. With the advice ofher legal team, Jan enters the Agreement knowingly and willingly, fully understanding and appreciating the Agreement's terms and its tradeoffs. 11 4. Jan's and Ron's differing economic goals: Jan wanted financial stability and liquidity; Ron wanted to continue with high-risk, potentially high-return investments. -
Aritzia Announces $330 Million Secondary Offering of Subordinate
NEWS RELEASE Aritzia Announces $330 Million Secondary Offering of Subordinate Voting Shares and Concurrent Share Repurchase of $107 Million of Subordinate Voting Shares and Multiple Voting Shares from Berkshire Partners NOT FOR DISTRIBUTION IN THE UNITED STATES Berkshire Partners Completes Sale of Remaining Interest VANCOUVER, February 19, 2019 /PRNewswire/ - Aritzia Inc. ("Aritzia" or the "Company") (TSX: ATZ), a vertically integrated, innovative design house of exclusive fashion brands, today announced that certain shareholders, including an investment vehicle managed by Berkshire Partners LLC, a Boston-based private equity firm (“Berkshire Shareholder”) and 8317640 Canada Inc., an entity indirectly controlled by Aldo Bensadoun, a director of Aritzia (the “Bensadoun Shareholder” and together with the Berkshire Shareholder, the “Selling Shareholders”), have entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 19,505,000 subordinate voting shares of the Company (“Shares”) held by the Selling Shareholders at an offering price of $16.90 per Share (the “Offering Price”) for total gross proceeds to the Selling Shareholders of $329,634,500 (the “Offering”). Aritzia will not receive any proceeds from the Offering. The Company also announced today that it has agreed to purchase, directly or indirectly, the equivalent of 6,333,653 Shares for cancellation from the Berkshire Shareholder (the “Share Repurchase”). The purchase price to be paid by the Company under the Share Repurchase will be the same as the Offering Price, for gross proceeds to the Berkshire Shareholder of $107,038,736 from the Share Repurchase. -
Fairness Opinions Under Fire by Bret A
Fairness Opinions Under Fire By Bret A. Tack Los Angeles Office A renewed market for mergers and acquisitions (and growing value of the deals) is focusing fresh attention on the fairness opinions boards seek before approval. In our post-scandal business environment, the problems with fairness opinions, including conflicts of interest and potential manipulation, have drawn new criticism. How can boards assure the "fairness" of their fairness opinions. As the value of transactions requiring fairness opinions has surged, they have come under increased scrutiny because of systemic problems that undermine their credibility. The perception among many in the investment community is that fairness opinions are of dubious value as an independent assessment of whether a transaction is fair. Their only real purpose, it seems, is to protect fiduciaries in the event of a lawsuit. Concerns over fairness opinions have attracted the attention of regulatory bodies such as the NASD, the Securities and Exchange Commission and New York Attorney General Eliot Spitzer. The potential conflict of provider "success fees" is only one problem with fairness opinions. In truth, there are no coherent guidelines used by fairness opinion providers. Foremost on the regulators' list of concerns is the obvious conflict of interest that exists when the firm issuing the fairness opinion stands to earn a "success fee" upon consummation of the transaction. However, such conflicts are only one of the factors undermining fairness opinions. The most basic problem is that there is no coherent set of guidelines for fairness opinion providers to follow in assessing and demonstrating the financial fairness of a transaction. -
Overview of Public Merger & Acquisition Regulations of The
FIRST ISSUED FEB 2018, UPDATED AUGUST 2019 Overview of Public Merger & Acquisition Regulations of the Kingdom of Saudi Arabia IN THIS ISSUE: Introduction Introduction Since the introduction by the Capital Market Authority (the “CMA”) of the Key Legislation Kingdom of Saudi Arabia (the “Kingdom”) of the amended Merger and Scope of Application of M&A Acquisition Regulations1 (the “M&A Regulations”) there has been a distinct Regulations increase in market activity2, indicating that public M&A transactions will Appointment of Advisers continue to drive deal flow in the Kingdom. Competition Law Considerations This note, updated in August 2019, provides a high-level overview of the Private Transactions current regulatory regime of the Kingdom governing public M&A Rules of Tender Offers transactions, and how certain of the M&A Regulations are tending to be applied in practice No Squeeze-Out Right Merger Transactions Key Legislation The principal legislative acts which regulate public M&A transactions in the Kingdom are: the Companies Law (the “Companies Law”) issued by Royal Decree No. M/3 dated 28/01/1437H (corresponding to 10 November 2015); the Capital Market Law (the “CML”) issued by Royal Decree No. M/30 dated 02/06/1426H (corresponding to 31 July 2003); the M&A Regulations; 1 As issued by the CMA pursuant to its Board Resolution No. 2-94-2017 dated 25/01/1439H (corresponding to 15 October 2017), which became effective as of 19 October 2017, as further amended pursuant to its Resolution No. 3-45-2018 dated 7/8/1439H (corresponding to 23