KOS (TSX)
QUEBEC CITY, Nov. 20 /PRNewswire-FirstCall/ - Cossette Inc. reaffirmed today its support for the privatization transaction (the "Mill Road Transaction") with Mill Road Capital, L.P. ("Mill Road") and its recommendation that shareholders vote in favour thereof.
The management information circular in connection with the special general meeting of shareholders to be held on December 18, 2009 to consider the Mill Road Transaction has been filed with the Canadian provincial securities regulatory authorities and will be mailed to shareholders shortly. The circular contains a determination that the Mill Road Transaction is fair to Cossette's shareholders other than key senior management shareholders (the "Senior Executives") exchanging part of their Cossette shares for shares of a wholly-owned subsidiary of Mill Road (the "Public Shareholders") and is in the best interests of Cossette and the Public Shareholders. The circular also contains a recommendation to the shareholders of Cossette that they vote in favour of the Mill Road Transaction. The Board considered the following reasons for its recommendation:
- Significant Premium. The all-cash consideration of $7.87 per share to
be received pursuant to the Mill Road Transaction represents a premium
of approximately 40% to the volume-weighted average trading price of
the Shares for the 20 trading days ending on November 9, 2009 (the last
trading day prior to the announcement of the Mill Road Transaction on
November 10, 2009) and a premium of 142% over the unaffected share
price of $3.25 on July 17, 2009 (the last trading day prior to Cosmos
Capital Inc. ("Cosmos") announcing its unsolicited and non-binding
proposal on July 20, 2009).
- Extensive Strategic Review Process. Cossette conducted, with the
assistance of its financial and legal advisors, a thorough review
process to identify potential parties interested in acquiring all of
the shares of Cossette or in participating in any other form of
transaction with a view to maximizing value for all shareholders.
- Fairness Opinions of RBC Capital Markets and BMO Capital Markets. RBC
Capital Markets delivered to the Special Committee, and BMO Capital
Markets delivered to the Board, opinions to the effect that, as of
November 9, 2009, the consideration to be received pursuant to the Mill
Road Transaction is fair from a financial point of view to the Public
Shareholders (excluding Cosmos).
- Reasonableness of the Merger Agreement. The terms and conditions of the
Merger Agreement between Cossette and Mill Road, which were reviewed by
the members of the Special Committee in consultation with its legal
advisor, were determined to be fair and reasonable and were the result
of arm's length negotiations between Cossette and Mill Road.
- Superior Proposals. Under the Merger Agreement, the Board has retained
the ability to consider a competing acquisition proposal not solicited
by it which the Board believes, in the exercise of its fiduciary
duties, represents, or could reasonably be expected to lead to, a
superior proposal, and to terminate the Merger Agreement in the event
of such superior proposal, subject to Mill Road's right to match or be
paid a termination fee of $3.25 million. In addition, the support and
voting agreements between Mill Road and the Senior Executives terminate
automatically in the event of the termination of the Merger Agreement.
- All-Cash Consideration. The payment of cash under the Mill Road
Transaction will provide shareholders with immediate liquidity and
certainty of value that is not subject to market fluctuations.
- No Further Due Diligence. The Mill Road Transaction is not subject to
further due diligence.
- Support of the Mill Road Transaction by the Senior Executives. The
Senior Executives, who hold shares representing approximately 30% of
the outstanding shares, have each entered into a support and voting
agreement pursuant to which they have agreed to vote their shares in
favour of the Mill Road Transaction, subject to certain conditions.
- Interests of Other Stakeholders. The nature of a board supported,
negotiated transaction such as the Mill Road Transaction, together with
Mill Road's agreement to cause Cossette to comply with its obligations
under Cossette's retention program and to guarantee the performance of
such obligations as part of the completion of the Mill Road
Transaction, should address the concerns of Cossette's employees at a
time of uncertainty and maintain stability and a high level of service
at Cossette, which should in turn reassure Cossette's clients. In
Cossette's line of business, its most valuable assets are its employees
and its relationships with clients.
About Cossette
Cossette Inc. offers a full range of leading-edge communication services to clients of all sizes, including some of the most prestigious brands in the world. A customer-driven organization built around highly specialized business units, Cossette also offers Convergent Communications(TM), a unique working method that brings added value to the client by integrating various services offered by the Group, including strategic planning and research, advertising, media buying and channel planning, sales promotion, direct response, database and direct marketing, customer relationship management, interactive marketing and technology solutions, public relations, organizational communication and change management, sponsorship and alliance marketing, branding and design, ethnic marketing, business-to-business communications (B2B practices) and print and video production. Cossette has approximately 1,437 employees and offices in Quebec City, Montreal, Toronto, Vancouver, Halifax, New York, Irvine, Los Angeles, London and Shanghai.
SOURCE COSSETTE INC.
CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Ironwood Pharmaceuticals, Inc. today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to the proposed initial public offering of shares of its Class A common stock. The number of shares to be offered and the price range for the offering have not yet been determined.
The joint book-running managers of the proposed offering will be J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, and Credit Suisse Securities (USA) LLC. The co-managers will be BofA Merrill Lynch and Wedbush PacGrow Life Sciences.
A registration statement relating to the Class A common stock has been filed with the SEC but has not yet become effective. The Class A common stock may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement may be accessed through the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Once available, a preliminary prospectus relating to these securities may be obtained from J.P. Morgan Securities Inc., Attention: Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204; or from Morgan Stanley & Co. Incorporated at 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, by calling (866) 718-1649, or by emailing prospectus@morganstanley.com.
Source: Ironwood Pharmaceuticals, Inc.
SAN FRANCISCO, CA -- (MARKET WIRE) -- 11/20/09 -- On November 18, 2009, Senior United States District Court Judge John L. Kane appointed Sparer Law Group lead counsel in the securities class-action litigation against the Oppenheimer California Municipal Fund (NASDAQ: OPCAX) (NASDAQ: OCABX) (NASDAQ: OCACX).
Sparer Law Group filed the first class-action suit involving the Oppenheimer California Municipal Fund on February 4, 2009, alleging that Oppenheimer deceived investors about the underlying risk in the fund. The lawsuit alleges that the fund was marketed as a capital preservation municipal fund when, in fact, the fund was invested in highly speculative Dirt Bonds and other Junk Bond investments. Dirt Bonds are based on contracts for land developments that have not yet been built and were especially vulnerable to the recent declines in California's real estate market. The Fund lost over 41% of its net asset value ("NAV") in 2008.
The lawsuit further alleges that Oppenheimer failed to disclose that, because of the Fund's overconcentration in lower rated bonds and bonds not rated by any independent agency, there was a significant risk that more than 25% of its assets were in junk bonds, another violation of the Fund's fundamental investment policies.
"We are pleased that the Court ratified the Lead Plaintiff's selection of Sparer Law Group as lead counsel for the class action," said Alan W. Sparer. "Many other firms filed similar actions against the California Fund. The decision by the Court allows investors and witnesses to know where to go to get information about the lawsuit, and whom to contact if they have information that will help us prosecute the action."
If you have been affected by the practices described in this class action, you do not need to take action at this time. If you wish to participate in the lawsuit as a class member, a notice will be sent to you after the case is certified as a class action -- a process that may take several months. In the interim, if you would like more information about this action, including the complaint and orders, please visit www.sparerlaw.com.
If you are a potential witness having information that will assist us in the prosecution of this matter, please contact us at info@sparerlaw.com or (415) 217-7300.
Contact: Sparer Law Group (415) 217-7300 Email Contact
OTTAWA, ONTARIO--(Marketwire - Nov. 20, 2009) - The CNSC is pleased to announce that today, the International Atomic Energy Agency (IAEA) released the final report for the June 2009 Integrated Regulatory Review Service (IRRS) Peer Review of the Canadian Nuclear Safety Commission (CNSC).
The review team has determined that, overall, Canada has a mature and well-established nuclear regulatory framework and that the nuclear regulator does an effective job in protecting the health, safety and security of Canadians and the environment.
"An IRRS mission is a unique opportunity for international benchmarking through an assessment by experienced regulators from many different countries. The mission had very positive conclusions with respect to the Canadian nuclear regulatory framework and our regulatory activities," said Dr. Michael Binder, CNSC President. "The knowledge shared by the CNSC and the IRRS team will lead to regulatory improvements in Canada and internationally, and assist us in our vision to be the best nuclear regulator in the world."
The final report outlines 19 best practices, and 32 recommendations and suggestions for improvement. The CNSC has reviewed the report in detail and prepared a response that outlines the actions that will be taken to address each recommendation and suggestion.
Highlights of the report include:
- The Canadian legislative and regulatory framework is comprehensive, with an appropriate range of instruments allowing for an effective application of the legal regime.
- The consistent Harmonized Plan that considers the results of all recent audits and assessments brings together all improvement initiatives under one plan and prioritizes them to optimize the use of resources to deliver further improvements in key areas.
- The CNSC has done extensive and commendable work over the last years to develop the Management System in order to make the organization more process-based.
- The CNSC provides for a comprehensive and robust authorization/licensing system for all facilities and activities.
- The CNSC's on-line sealed source tracking system provides an excellent model for other Member States.
- The CNSC should initiate a periodic strategic planning program to define both short-term and long-term research activities with a view to supporting regulatory decisions.
- Sufficient resources for research activities should be allocated to support the outcome of the strategic planning program.
- The CNSC should ensure that non-safety significant changes to licences for nuclear installations and uranium mines and mills do not generate disproportionate regulatory work.
- The CNSC should consider updating the 1998 Memorandum of Understanding with Health Canada in order to define the roles and responsibilities of the Federal Provincial Territorial Radiation Protection Committee and to ensure comprehensive and consistent safety regulation and oversight.
English versions of the IRRS report and CNSC's Management Response (link) are available on the CNSC's Web site (http://www.nuclearsafety.gc.ca/eng/) . The French report and response will be posted at a later date.
FOR FURTHER INFORMATION PLEASE CONTACT:
CNSC Media Relations
Aurele Gervais
613-996-6860
Source: Canadian Nuclear Safety Commission
DALLAS, Nov. 20 /PRNewswire-FirstCall/ -- Blockbuster Inc. (NYSE: BBI, BBI.B), a leading global provider of media entertainment, today announced its Board of Directors has authorized a combination of its shares of Class A Common Stock and Class B Common Stock into a single class of shares of common stock. Blockbuster's dual class capital structure was originally established in connection with Blockbuster's prior ownership by Viacom. Blockbuster believes that elimination of the dual class capital structure will improve the liquidity of its common stock and end confusion regarding the differences between the two classes of common stock. The combination will be subject to obtaining the requisite stockholder approvals at Blockbuster's annual stockholders meeting in 2010 and will not take effect until such approvals are obtained. Blockbuster's Board of Directors may explore additional alternatives with respect to its capital structure if necessary to cure the price condition deficiency.
In addition, on Nov. 17, 2009 the Company was notified by the New York Stock Exchange ("NYSE") that it is not currently in compliance with the NYSE's continued listing standard that requires the average closing price of the Company's common stock be no less than $1.00 per share over a consecutive 30 trading-day period.
Under NYSE rules, the Company has six months from the date of the notice to bring its share price and average price back to or above $1.00. During this time the Company's common stock will continue to be listed and traded on the NYSE, subject to compliance with other NYSE continued listing requirements. If the Company has not cured the price condition deficiency by the end of the cure period, its common stock would be subject to delisting by the NYSE. In accordance with NYSE rules, Blockbuster will notify the NYSE within 10 business days from the receipt of the notice of its intent to cure the price condition deficiency.
About Blockbuster Inc.
Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The Company provides its customers with convenient access to media entertainment anywhere and any way they want it - whether in-store, by-mail, through vending and kiosks or digital download. With a highly recognized brand name and a library of over 125,000 movie and game titles, Blockbuster leverages its multi-channel presence to further build upon its leadership position in the media entertainment industry and to best serve the two million daily global customers and over 50 million annual global customers. The Company may be accessed worldwide at www.blockbuster.com.
Forward Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may also be included from time to time in our other public filings, press releases, our website and oral and written presentations by management. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "predicts," "targets," "seeks," "could," "intends," "foresees" or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements are based on management's current intent, belief, expectations, estimates and projections. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict. Therefore, actual results may vary materially from what is expressed in or indicated by the forward-looking statements. The risk factors set forth under "Item 1A. Risk Factors" in our Annual Reports on Form 10-K and other matters discussed from time to time in our filings with the Securities and Exchange Commission, including the "Disclosure Regarding Forward-Looking Information" and "Risk Factors" sections of our Quarterly Reports on Form 10-Q, among others, could affect future results, causing these results to differ materially from those expressed in our forward-looking statements. These risks and uncertainties include the Company's ability to achieve and maintain a share price and average price at or above $1.00 per share of its common stock by the expiration of the six-month period, the Company's failure to continue to satisfy the NYSE's other qualitative and quantitative listing standards for continued listing, the NYSE's right to take more immediate action in the event that the stock trades at levels that are viewed as "abnormally low" on a sustained basis or based on other qualitative factors, and the approval by the Company's stockholders of the combination of the Class A Common Stock and Class B Common Stock. In the event that the risks disclosed in our public filings and those discussed above cause results to differ materially from those expressed in our forward-looking statements, our business, financial condition, results of operations or liquidity could be materially adversely affected and investors in our securities could lose part or all of their investments. Accordingly, our investors are cautioned not to place undue reliance on these forward-looking statements because, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. Further, the forward-looking statements included in this release and those included from time to time in our other public filings, press releases, our website and oral and written presentations by management are only made as of the respective dates thereof. We undertake no obligation to update publicly any forward-looking statement in this release or in other documents, our website or oral statements for any reason, even if new information becomes available or other events occur in the future.
Rule 14a-12 Legend
Blockbuster and its directors and officers may be deemed to be participants in the solicitation of proxies from Blockbuster stockholders in connection with the proposal to combine the Class A Common Stock and Class B Common Stock. Information about Blockbuster's directors and executive officers and their ownership of Blockbuster stock is set forth in the proxy statement for Blockbuster's 2009 Annual Meeting of Stockholders.
Investors can obtain more information when the proxy statement relating to stockholder approval of the combination of the Class A Common Stock and Class B Common Stock becomes available. This proxy statement, and any other documents filed by Blockbuster with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.
SOURCE Blockbuster Inc.
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