New Law Blogs

Emc To Acquire Data Domain

Posted on July 09, 2009
EMC's all-cash tender offer commenced on June 2 and is scheduled to expire at 12:00 midnight Eastern Daylight Time on July 17, 2009, subject to customary tender offer conditions being satisfied. EMC also announced today that the condition to its tender offer related to the termination of the NetApp merger agreement has been satisfied.

Msc.software Announces Agreement To Be Acquired BY Symphony Technology Group

Posted on July 08, 2009
SANTA ANA, Calif. – July 7, 2009 - MSC.Software (NASDAQ: MSCS), a leading global provider of simulation software and services, today announced that it has entered into a definitive agreement with affiliates of Symphony Technology Group (STG) under which a company controlled by STG will acquire all of MSC's outstanding shares in a one-step cash merger transaction valued at approximately $360...

Entourage Mining Settles CMKM Lawsuit; Acquires Brazilian Gold Project

Posted on July 07, 2009
The settlements will be effected by the filing of a consent dismissal order with the Supreme Court of British Columbia and ends the remaining legal matters among the parties. Following the completion of the foregoing, the Company will have no business relationship with either CMKM or 1010.

Idt Energy Strikes Deal With BP To Supply Electricity And Gas

Posted on July 07, 2009
NEWARK, NJ ?2 July 2009:   IDT Energy, a subsidiary of IDT Corporation (NYSE: IDT; IDT.C), today said that it has selected BP Energy as its preferred supplier of electricity and natural gas in New York State.

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Exhibit 99.1 Exhibit 99.1 Gas Distribution Agreement Signed BY Pacific Asia Petroleum, Inc.

Posted on July 07, 2009
Hartsdale, New York, July 7:  Pacific Asia Petroleum, Inc. (PFAP.OB), a U.S.  publicly traded company (the ?Company?) announced today that its China affiliate, Inner Mongolia Sunrise Petroleum Co. Ltd. (?Sunrise?), has entered into a Letter of Intent with Handan Hua Ying Company Limited (?Handan?), relating to the acquisition of a 49% ownership interest in the Handan Chang Yuan Natural Gas...

Achillion Enters $15 Million Standby Equity Distribution Agreement -provides Incremental Funding For HCV Pipeline Development-

Posted on July 06, 2009
Under the SEDA, Achillion will be able to sell, and YA will be obligated to buy, up to $300,000 of Achillion common stock in any five-day period. Prior to drawing down its first advance under the SEDA, Achillion is obligated to file a registration statement with the Securities and Exchange Commission covering resale of the shares...

Emc Increases Its All-cash Offer To Acquire Data Domain To $33.50 Per Share

Posted on July 06, 2009
EMC Receives Early Termination from FTC Removing All Regulatory Conditions to Proceed with Data Domain Transaction EMC Removes Break-Up Fee and Other Deal Protection Provisions from Its Definitive Agreement and Urges Data Domain to Pledge to Do the Same EMC Prepared to Close Transaction in as Little as Two Weeks, Which is Almost a Month Faster than the NetApp Proposal; Extends Expiration of its.

Exco Resources, Inc. Announces Agreement With BG Group For Joint Development of Its Haynesville Shale And Other Operations In East Texas/North Louisiana

Posted on July 06, 2009
Pursuant to a purchase and sale agreement ("PSA"), EXCO will sell BG Group a 50% interest in its producing and nonproducing assets in a large area of mutual interest ("AMI") which encompasses most of EXCO's holdings in East Texas/North Louisiana, excluding the Vernon Field in Jackson Parish, Louisiana, the Redland Field in Bossier and Webster Parishes, Louisiana and the Gladewater and Overton...

Hirsch International Corp. Signs Merger Agreement To Be Acquired BY Paul Gallagher

Posted on July 02, 2009
HAUPPAUGE, NY – July 2, 2009, Hirsch International Corp. ("Hirsch" or the "Company") (NASDAQ: HRSH, http://www.hirschinternational.com) announced today that it has entered into a definitive merger agreement to be acquired by its President, Chief Executive Officer and Chief Operating Officer, Paul Gallagher, for $0...

Anavex Announces Convertible Loan Agreements And Private Placement

Posted on June 26, 2009
On June 19, 2009, ANAVEX entered into two convertible loan agreements wherein two investors agreed to loan the Company an aggregate total of US$168,000. The loans are unsecured and convertible into units comprising of common shares and common share purchase warrants of the Company...

Emc Extends Cash Tender Offer To Acquire Data Domain

Posted on June 26, 2009
Joe Tucci, EMC Chairman, President and CEO, said, "EMC's $30 per share all-cash offer remains superior to NetApp's stock and cash offer and, very importantly, delivers to Data Domain stockholders the price certainty and price protection its management team and board stated as important priorities during their negotiations with NetApp...

International Royalty To Raise C$50 Million In Bought Deal Financing

Posted on June 25, 2009
(NYSE-A: ROY, TSX: IRC) (the "Company" or "IRC") is pleased to announce that it has entered into an agreement with a syndicate of underwriters which has agreed to purchase, on a bought deal basis, 14,100,000 common shares of the Company ("Shares") at a price of C$3...

Coastal Pacific Mining Signs Joint Venture/Option Agreement With Warrior Ventures Inc. For The Mcneil Gold Project

Posted on June 24, 2009
Calgary, Alberta - Coastal Pacific Mining Corp.  (OTC:BB: CPMCF) is pleased to announce that it has completed the signing of a joint venture/option agreement with Warrior Ventures Inc., an Alberta based private mining company, for the McNeil gold property in the Timmins/Matachewan area of Northeastern Ontario.

Imergent Announces Addition To Senior Management

Posted on June 23, 2009
Prior to joining iMergent, Inc., Krietzberg held positions with Mitel Networks, Inc, Inter-Tel Technologies, Inc and Executone Information Systems, Inc. including Chief Financial Officer, Vice President of Finance and Treasurer. Krietzberg has extensive experience in operations management, strategic planning, financial management, building organizations and developing high performance teams...

Labcorp Enters Definitive Agreement To Acquire Monogram Biosciences, Inc. Acquisition Price of $4.55 Per Share In All Cash Transaction

Posted on June 23, 2009
BURLINGTON, N.C., SOUTH SAN FRANCISCO, Calif.-June 23, 2009-Laboratory Corporation of America® Holdings (LabCorp®) (NYSE: LH) and Monogram Biosciences, Inc. (NASDAQ: MGRM) today announced that they have entered into a definitive agreement and plan of merger under which LabCorp will acquire all of the outstanding shares of Monogram in a cash tender offer for $4...

Danvers Bancorp, Inc. And Beverly National Corporation Sign Definitive Merger Agreement For Acquisition of Beverly National Corporation

Posted on June 17, 2009
Under the terms of the agreement, Beverly stockholders will receive 1.66 shares of Danvers common stock in exchange for each common share of Beverly. Based on the closing price of Danvers common stock on June 16, 2009, the transaction is valued at approximately $23...

Emc Reiterates Its $30 Per Share All-cash Tender Offer To Acquire Data Domain Is Superior

Posted on June 15, 2009
Joe Tucci, EMC Chairman, President and CEO, said, "We believe that EMC's $30 all-cash offer is superior and delivers to Data Domain price certainty and price protection as well as the ability to close promptly. We note that, as indicated in NetApp's June 3rd Form S-4 filing, Data Domain communicated to NetApp that 'price certainty and protection against fluctuations [in] NetApp's common stock...

O'charley's Inc. Announces Agreement To Outsource Distribution For Its Ninety-nine Restaurants Concept And Sell Related Assets

Posted on June 15, 2009
• Reinhart will sublease and continue to operate the Bellingham facility for an interim period that is expected to be less than one year, as it expands its existing distribution facility in New Bedford, Massachusetts. At the end of this interim period, Reinhart will provide distribution services to Ninety Nine from its expanded facility in New Bedford...

Max Capital Sends Letter To Shareholders On Termination of Ipc Merger

Posted on June 12, 2009
Max Capital today announced the termination of its merger agreement with IPC Holdings following the announcement by IPC that it had not obtained the requisite vote at its annual general shareholder meeting on June 12, 2009.

Actuant Amends Credit Agreement And Provides Financial Update

Posted on June 11, 2009
Maximum leverage ratio (gross debt / trailing twelve month EBITDA) increased from its current 3.5:1 limit to 4.0:1 through August 31, 2009 and to 4.5:1 for November 30, 2009 and February 28, 2010, stepping down quarterly back to 3.5:1 by November 30, 2010.

Ceradyne, Inc. Acquires Business, Assets And Intellectual Property of Diaphorm Technologies, LLC

Posted on June 11, 2009
Costa Mesa, Calif. ?June 9, 2009 ? Ceradyne, Inc. (Nasdaq: CRDN) announced today that it has acquired substantially all of the business and assets and all technology and intellectual property related to ballistic combat and non-combat helmets of Diaphorm Technologies, LLC, based in Salem, New Hampshire...

Cardiodynamics Agrees To Be Acquired BY Sonosite For $1.35 Per Share Merger Adds Complementary Products And Expands Sales Channels For Both Companies

Posted on June 09, 2009
During the fiscal year ended November 30, 2008, CardioDynamics generated revenues of $24.5 million and SonoSite generated revenues of $243.5 million for its fiscal year ending December 31, 2008. SonoSite is the innovator and world leader in hand-carried ultrasound...

Max And Ipc Agree To Amend Terms of Merger To Include Cash Consideration

Posted on June 05, 2009
Hamilton, Bermuda – June 4, 2009 –Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) today announced that it and IPC Holdings, Ltd. (NASDAQ:IPCR) have agreed to pay two cash dividends that deliver $2.50 per share to IPC shareholders following the closing of the IPC-Max merger...

Tessera And Motorola Enter Into Technology License Agreement

Posted on June 03, 2009
"It is important for us to form long-term commercial relationships to better enable our licensees to use our technology, and this agreement with Motorola does just that," stated Henry R. Nothhaft, president and CEO of Tessera. "In addition to an exercise fee payable under the pre-existing option agreement, the license agreement announced today includes an initial license fee as well as volume...

Pfizer Announces Completion of European Debt Offering - - - Bridge Term Loan Credit Agreement Terminated

Posted on June 03, 2009
The notes were offered in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended. Pfizer intends to use the net offering proceeds for general corporate purposes, including funding a portion of the purchase price of the pending Wyeth acquisition and the refinancing of existing debt.

Emc Proposes To Acquire Data Domain For $30.00 Per Share In Cash

Posted on June 01, 2009
Combination of EMC and Data Domain Technologies Will Strengthen EMC's Leadership in Next-Generation Storage Software $30.00 Per Share Cash Consideration is Superior to Proposed NetApp Agreement Providing Data Domain Stockholders Greater Value and Certainty EMC Commencing Tender Offer to Expedite Timing of Transaction HOPKINTON, Mass...

Caraustar Reaches Agreement With Noteholders On Terms of Cooperative Restructuring And Files For Reorganization

Posted on June 01, 2009
Under the Plan, holders of outstanding shares of Caraustar's common stock will receive their pro rata share of $2.9 million, or approximately $0.10 per share, subject to certain conditions contained in the Plan. In addition, the Plan contemplates the exchange of the company's existing 7 3/8% and 7 1/4% Senior Notes for an aggregate of $85 million in new Senior Secured Notes and 100% of the common.

Office of Naval Research Awards Altair Nanotechnologies $3.8M Contract For Second Phase of Groundbreaking Shipboard Ups System

Posted on May 29, 2009
?Our advanced battery technology is advancing the quest for a safe, less costly and environmentally friendlier substitute for fossil-fuel burning turbines,? said Terry M. Copeland, Ph.D., Altairnano?s president and chief executive officer. ?The design and development of a 500-kW energy-storage unit paves the way for the Navy to dramatically change how vessels respond to requirements for...

Schering-plough And Merck Provide Update On Distribution Agreement

Posted on May 28, 2009
Any change or termination of the distribution agreement is excluded by the Merck/Schering-Plough merger agreement from the definition of "material adverse effect" and from the definition in the credit agreements entered into in connection with financing the merger...

Hartmarx Corporation Signs Stalking Horse Purchase Agreement With Emerisque Brands U.k. Limited And SKNL North America

Posted on May 28, 2009
CHICAGO, IL, May 22, 2009 -- Hartmarx Corporation (HTMXQ), one of the last remaining American clothing manufacturers with iconic Made in America brands, today announced that it has entered into a ?stalking horse? asset purchase agreement with Emerisque Brands U...

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