Category Archives: News

Centerbridge Partners and GIC Complete Acquisition of INDUS Realty Trust, Inc.

GIC

NEW YORK, NEW YORK (June 29, 2023) INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the “Company”), a U.S. based industrial/logistics REIT, announced today the completion of the previously announced merger whereby affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a global private investment firm with deep experience in real estate, and GIC, a global institutional investor, have acquired all of the outstanding shares of INDUS’ common stock in an all-cash transaction valued at approximately $868 million. Additionally, a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) will act as a strategic investor alongside Centerbridge in the ownership of INDUS post-closing.

“We are excited to have closed this transaction and look forward to the Company’s next phase under Centerbridge, GIC and ADIA’s ownership,” said Michael Gamzon, President and CEO of INDUS.  “We are pleased to deliver significant value to our stockholders and are grateful for their support over the years. I would like to thank all of our employees for their commitment to our Company and efforts to build our high-quality portfolio and platform.  This transaction is an incredible validation of their efforts.”

“GIC is pleased to complete the acquisition of INDUS and support their continued growth with our multi-asset experience, long-term view, and global footprint alongside our strategic partner, Centerbridge. GIC upholds confidence in both the long-term stability of the US industrial sector and INDUS’ role as a strong asset in our growing portfolio,” said Adam Gallistel, Head of Americas Real Estate, GIC.

Commenting on the announced acquisition, Billy Rahm, Global Head of Real Estate at Centerbridge said, “We are excited to partner with ADIA and GIC to continue to grow the business both organically and through acquisitions. We remain confident in the long-term, secular thesis supporting investment in industrial real estate. The INDUS portfolio represents a compelling example of that thesis.”

Mohamed Al Qubaisi, Executive Director of the Real Estate Department at ADIA, said, “INDUS has built a portfolio of high-quality industrial assets and is well placed to capitalise on future opportunities. We look forward to supporting the company as it embarks on its next phase of growth.”

As a result of the completion of the transaction, INDUS’ common stock will no longer trade on Nasdaq and will be delisted.

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Silver Lake and CPP Investments Complete Acquisition of Qualtrics

Silverlake

Significant new investments from Accel and BDT & MSD Partners underscore Qualtrics’ market opportunity and growth potential

Positions the pioneer and leader in Experience Management for its next chapter of growth at scale

Qualtrics shareholders to receive $18.15 per share in cash

 

PROVO, Utah & SEATTLE – June 28, 2023 – Qualtrics, the leader and creator of the experience management (XM) software category, today announced the completion of its acquisition by Silver Lake, the global leader in technology investing, in partnership with Canada Pension Plan Investment Board (CPP Investments).

Silver Lake and its co-investors, together with CPP Investments, have acquired 100% of the outstanding shares in Qualtrics that Silver Lake does not already own, including the entirety of SAP’s majority ownership interest. With the completion of the transaction, Qualtrics stockholders, including SAP, are entitled to receive $18.15 in cash for each share of Qualtrics common stock they owned. Qualtrics’ common stock has ceased trading on the NASDAQ stock exchange.

“XM has never been more important than it is right now. To be able to go into this next chapter at our size and scale as the leader in experience management— and do it alongside some of the best investors in the world—is a part of the Qualtrics story that no one could have imagined,” said Ryan Smith, Qualtrics Founder and Executive Chairman. “I couldn’t be more excited for this next chapter for Qualtrics.”

“Qualtrics has cemented its position as the leader in experience management, and our AI-powered platform is helping more than 19,000 organizations deliver exceptional experiences and build deep relationships with their customers and employees at scale,” said Qualtrics CEO Zig Serafin. “Silver Lake’s deep understanding of our business and vision for Experience Management, combined with their strategic and operational expertise and the support of our other investors, creates an incredible opportunity for Qualtrics to accelerate our innovation and category leadership.”

“We believe deeply in the incredible opportunity ahead for Qualtrics as they continue to pave the way as the leader in experience management,” said Egon Durban, Co-CEO of Silver Lake. “The leadership team has a powerful vision, and we are excited to continue our partnership with Ryan and Zig alongside the other investors to support Qualtrics as it realizes its full potential as an independent, private company.”

“This is a unique opportunity to invest in a category creator led by a strong management team that is shaping a rapidly growing market,” said Hafiz Lalani, Managing Director and Head of Direct Private Equity at CPP Investments. “We look forward to supporting the Qualtrics team in driving continued innovation as they help clients re-define their customer and employee experiences around the world.”

Accel and BDT & MSD Partners Invest in Qualtrics Alongside
In connection with the close, Accel, a global venture capital firm, as well as BDT & MSD Partners, a merchant bank built to serve the distinct needs of business owners and strategic, long-term investors; and DFO Management, the family investment office of Michael Dell, have joined Silver Lake in investing in Qualtrics. Accel, which was one of Qualtrics’ earliest investors, has invested $500 million. BDT & MSD Partners and DFO Management have each made a co-investment of $250 million, for an aggregate commitment of $500 million.

Advisors

Morgan Stanley & Co. LLC acted as financial advisor to Qualtrics, and Goodwin Procter LLP acted as legal advisor. Goldman Sachs & Co. LLC acted as financial advisor to a Qualtrics committee of independent directors and Freshfields Bruckhaus Deringer US LLP acted as legal advisor. J.P. Morgan acted as financial advisor and Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors, with regard to the transaction and to the debt financing, respectively, to Silver Lake and CPP Investments.

About Qualtrics

Qualtrics, the leader and creator of the experience management category, is a cloud-native software provider that helps organizations quickly identify and resolve points of friction across all digital and human touchpoints in their business – so they can retain their best customers and employees, protect their revenue, and drive profitability. More than 19,000 organizations around the world use Qualtrics’ advanced AI to listen, understand, and take action. Qualtrics uses its vast universe of experience data to form the largest database of human sentiment in the world. Qualtrics is co-headquartered in Provo, Utah and Seattle and operates out of 28 offices globally. To learn more, please visit qualtrics.com.

About Silver Lake

Silver Lake is a global technology investment firm, with more than $98 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate more than $276 billion of revenue annually and employ approximately 710,000 people globally.

About CPP Investments

Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Fund in the best interest of the 21 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments are made around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2023, the Fund totalled C$570 billion. For more information, please visit www.cppinvestments.com or follow us on LinkedIn, Instagram or Twitter.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the statements. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability of the Company to timely and successfully achieve the anticipated benefits of the Merger; (b) the Company’s ability to implement its business strategy; (c) significant transaction costs associated with the Merger; (d) potential litigation relating to the Merger; (e) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations; (f) the ability of the Company to retain and hire key personnel; (g) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (h) legislative, regulatory and economic developments affecting the Company’s business; (i) general economic and market developments and conditions; (j) the evolving legal, regulatory and tax regimes under which the Company operates; and (k) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors. These risks, as well as other risks associated with the transaction, are more fully discussed in the Information Statement filed with the SEC in connection with the transaction. While the list of factors presented here is, and the list of factors presented in the Information Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

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KKR Reaffirms Intention to Acquire CIRCOR International

KKR

KKR Transaction Maximizes Value and Execution Certainty for CIRCOR Shareholders

NEW YORK–(BUSINESS WIRE)– KKR, a leading global investment firm, today reaffirmed its affiliates’ (such affiliates referred to herein as “KKR”) intention to acquire CIRCOR International (“CIRCOR” or the “Company”) and issued the following statement:

KKR is confident that its transaction to acquire CIRCOR maximizes shareholder value while minimizing regulatory, market, and industry risks. In sharp contrast to Arcline Investment Management, whose funds own a direct competitor of CIRCOR called Fairbanks Morse Defense (“FMD”), KKR believes its transaction presents no risk of antitrust delays or failure to close at the expense of CIRCOR shareholders given the lack of competitive overlap. This is particularly important in the current regulatory climate given heightened scrutiny around consolidation between competing suppliers of the Defense Industrial Base. Any transaction delays and uncertainty associated with antitrust considerations can come at a material cost to CIRCOR shareholders, including significant time value of money impact.

The KKR transaction is expected to close in the fourth quarter of 2023. Any reasonable antitrust analysis indicates that a transaction with funds that control a direct competitor to CIRCOR, even if it receives regulatory approval which is by no means certain, would close no sooner than the second half of 2024. KKR and CIRCOR submitted their Hart-Scott-Rodino filings on June 20, 2023, and all other regulatory filings have been moving forward smoothly.

KKR has also agreed to eliminate third party financing risk from its transaction by providing a full equity backstop of the transaction — something that few other buyers could offer and of significant value to CIRCOR’s shareholders particularly in today’s uncertain financing markets. Arcline’s proposal, on the other hand, is contingent on obtaining debt financing, which creates meaningful uncertainty for CIRCOR’s shareholders.

KKR has a long history of making successful investments in the industrial and aerospace and defense sectors globally. KKR’s support and resources established over its 47-year history will help CIRCOR drive further growth by expanding its presence in attractive flow control markets through new product development and aftermarket expansion, as well as supporting further investments into CIRCOR’s factories. KKR will also support CIRCOR in providing all employees with the opportunity to participate in the benefits of ownership in the Company, as it has for over a decade in prior investments such as Capsugel, Capital Safety, C.H.I. Overhead Doors, Ingersoll Rand and Minnesota Rubber & Plastics.

Regulatory Analysis Related to Arcline’s Proposal

Arcline’s portfolio company FMD and specifically FMD’s Hunt Valve business is a direct competitor to CIRCOR in the manufacturing and sale of certain mission-critical valves for U.S. Navy submarines. Arcline’s proposal would therefore result in a reduction in an already limited qualified supplier base for these key components on some of the most strategic platforms in the U.S. military. Consolidation of two key suppliers for the U.S. Navy’s highest priority programs, precisely at a moment when the Department of Defense (DoD) seeks to ramp up their production while controlling costs, is highly likely to draw exceptional scrutiny from the U.S. Department of Justice (DOJ) or Federal Trade Commission (FTC), the DoD, other executive branch agencies, the U.S. Congress, and the defense prime shipbuilders.

A request for additional information and documentary material (a “second request”) from the FTC/DOJ with respect to the Arcline proposal is virtually certain, and the timeline for transactions receiving second requests has been averaging 11-12 months (and materially longer if there is a remedy or litigation to block the deal, which would be a probable outcome for the Arcline proposal). Following a second request, Arcline would likely not be able to close the transaction absent remedies. However, in the current administration, the DOJ and FTC have largely rejected remedies, forcing parties to abandon deals or litigate. Arcline would therefore need significant time (at least 18 months) to adequately address the very real prospect of DOJ or FTC opposition to necessary remedies, including by credibly threatening to litigate. This means that a transaction with Arcline would likely not close, and therefore CIRCOR shareholders would not receive the deal price, before the second half of 2024, if ever.

Even if Arcline is somehow able to overcome the substantial regulatory hurdles, the value to CIRCOR shareholders of the per-share price offered by Arcline will be significantly impacted by the delay in delivering the consideration. In today’s high interest rate environment, these timing delays would cost CIRCOR shareholders tens of millions of dollars in value. The extensive delay also creates collateral deal certainty concerns for CIRCOR shareholders (e.g., prolonged exposure of CIRCOR’s shareholders to economic, market and financing risk, “material adverse effect” risk, etc., especially in the context of the currently highly uncertain economic, geopolitical and deal environment). Further, the prolonged review process would have a material negative impact on CIRCOR’s operations, customer relationships and talent retention, resulting in a significant destruction of shareholder value, which the CIRCOR shareholders will bear if the Arcline Proposal is not consummated, which is a material risk.

Participants in the Solicitation

Cube Bidco, Inc. (“Parent”), CIRCOR and certain of their affiliates, directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of CIRCOR’s directors and executive officers in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 15, 2023. To the extent the holdings of CIRCOR’s securities by CIRCOR’s directors and executive officers have changed since the amounts set forth in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, investors may obtain additional information regarding the interests of participants in the solicitation of proxies from CIRCOR’s stockholders in connection with in the proposed transaction, which may, in some cases, be different than those of CIRCOR’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available.

Additional Information About the Transaction and Where to Find It

This press release relates to Parent’s proposed acquisition of CIRCOR. This press release does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, CIRCOR plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. CIRCOR may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by CIRCOR with the SEC.

BEFORE MAKING ANY VOTING DECISION, CIRCOR’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CIRCOR WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at a CIRCOR stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in CIRCOR’s proxy statement. Stockholders may obtain a free copy of the proxy statement and other documents CIRCOR files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. CIRCOR makes available free of charge on its investor relations website at investors.circor.com copies of materials it files with, or furnishes to, the SEC.

The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, as amended, by and among CIRCOR, Cube Merger Sub, Inc. and Parent, dated as of June 5, 2023 (the “Merger Agreement”), which contains the full terms and conditions of the proposed transaction.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Parent and its affiliates and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement, and including the receipt by CIRCOR of an unsolicited proposal from a third party (including affiliates of Arcline Capital); the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals and stockholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupts the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; inability to achieve expected results in pricing and cost cut actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; and the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters. All forward-looking statements are based on information currently available to Parent, and Parent assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Julia Kosygina
(212) 750-8300
media@kkr.com

Source: KKR

Categories: News

IK Partners to sell Løgismose to Halberg

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IK Partners

Press Release
Wednesday, 28 June 2023

IK Partners (“IK”) is pleased to announce that the IK VII Fund has reached an agreement to sell Løgismose A/S (“Løgismose” or “the Company”), a high-end food brand, to Halberg A/S (“Halberg”). Financial terms of the transaction are not disclosed.

Founded by Sven and Lene Grønlykke in 1963, Løgismose is a Danish food company that produces and retails delicacies and other products under its own brand. With the acquisition of Løgismose, Halberg, a fifth-generation family-owned company operating from Svendborg on Southern Funen, will be expanding its portfolio to include food products. Under its new ownership, Løgismose, headquartered in Broby on central Funen, will be back into traditional Funen hands. Løgismose will continue as an independent company under Halberg and the current management team led by Jesper Uggerhøj as CEO will remain.

Importance of Local Roots
Under IK’s ownership, Løgismose has: expanded its collaboration with Netto and Salling Group; ventured in to the wine segment; and broadened the offering to include exports. Additionally, the Company has implemented a range of strategic initiatives focused on sustainability and digitalisation.

“With positive growth in both revenue and earnings, we have set the company on a good path and it is therefore a natural next step to pass the baton to a new group of owners,” says CEO at IK Partners, Christopher Masek, regarding the sale. “It has been important for us to find a new long-term owner for Løgismose and we have found exactly that with Halberg. At the same time, we are pleased to bring Løgismose closer to its roots on Funen,” he adds.

Local Green Food
“We have had a good and active owner in IK, which has helped us develop and professionalise our business,” Jesper Uggerhøj says. Løgismose recently launched an ambitious sustainability strategy titled ‘Consideration for People, Animals and Our Nature’ and looks forward to the new ownership with Halberg, aiming to create even more value and delicious food products based on our shared Funen DNA,” he says.

Further Development Based on Core Values
Halberg is known for taking social and local responsibility in the Svendborg area. Originally founded as a tobacco trading company in 1826, Halberg’s portfolio now covers a range of companies in the tobacco, hotel, workwear and capital management sectors. The acquisition of Løgismose represents Halberg’s platform investment in the food sector, introducing a new business segment for the company.

“Løgismose has been a perfect investment for us due to its position in the Danish market, strong brand and innovative organisation and culture,” says CEO of Halberg, Frederik Halberg. “We see significant development potential in Løgismose’s strong collaboration with Salling Group and we look forward to further developing and internationalising the Company. In our future work, we will uphold Løgismose’s core values of ‘Taste’, ‘Attitude’ and ‘Craftsmanship’”, adds Frederik Halberg.

Sale Facts
• In 2015, IK acquired a majority stake in the merged Løgismose Meyers with the aim of strengthening two of the strongest names in the Danish food industry. In 2019, the two companies were separated and in December 2022, Meyers was sold to English WSH. With the sale of Løgismose, IK’s investment in the original Løgismose Meyers has now come to an end.
• In connection with the sale, CEO of IK Partners, Christopher Masek and Managing Partner, Mads Ryum Larsen, will step down from Løgismose’s Board of Directors. Jens Overgaard Knudsen’s role as an operational board member will also cease. Their replacements have not yet been announced.
• The sale is expected to be finalised on 31 August 2023.

For further questions, please contact:

IK Partners
Vidya Verlkumar
Phone: +44 7787 558 193
vidya.verlkumar@ikpartners.com

Løgismose
Brit Larsen
Phone: +45 22 82 28 42
brit@circlebe.dk

Halberg
Casper Janns
Phone: +45 31 15 24 24
cj@hypefactors.com

 

About IK Partners

IK Partners (“IK”) is a European private equity firm focused on investments in the Benelux, DACH, France, Nordics and the UK. Since 1989, IK has raised more than €14 billion of capital and invested in over 170 European companies. IK supports companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikpartners.com

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About Løgismose A/S

Løgismose was established in 1965 and is now one of Denmark’s strongest food brands, known for its high gastronomic quality, dedicated focus on taste and craftsmanship, and ethical approach to product creation. Our mission is to create high-quality food and wine experiences wherever you encounter the brand. Løgismose develops, produces, and sources food and wine for Danish consumers through its own stores and webshop, in grocery retail, as well as for companies, restaurants, hotels, and selected export markets. For more information, visit loegismose.dk.

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About Halberg A/S

The Halberg Group is a traditional family-owned company in Svendborg, engaged in tobacco production, hotel operations, and property investment. The history of the Halberg family’s ownership of the company in southern Funen dates back more than 130 years. Halberg A/S strives to be a responsible employer that cares for its employees and local community. For more information, visit halberg-as.dk.

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Thompson Street Capital Partners Platform BCM One Acquires Pure IP; Ninth Add-on Acquisition

Thompson

Thompson Street Capital Partners (TSCP), a private equity firm based in St. Louis, announced today its portfolio company BCM One has acquired Pure IP, a global provider of cloud-based voice services via Microsoft Teams, Cisco, Webex and Zoom. Pure IP, headquartered in London with additional operations in New Zealand and the United States, offers fully compliant PSTN replacement services in 47 countries and number availability in 137 countries. Acuity Advisors, a leading European independent M&A advisor to the mid-market technology sector, and Q Advisors, a global TMT investment banking boutique, acted as co-financial advisors to Pure IP. Terms of the transaction were not disclosed.

The acquisition of Pure IP will expand BCM One’s NextGen Communications portfolio to serve global businesses with enterprise-grade cloud-based voice for Microsoft Teams, Cisco Webex and Zoom. Furthermore, Pure IP, with offices in London, Auckland, and San Francisco, expands BCM One’s domestic footprint while establishing key office locations with the ability to service western Europe as well as the Asia-Pacific regions.

Geoff Bloss, BCM One’s CEO said, “Pure IP’s expertise migrating enterprise customers from PBX and UCaaS platforms to next-generation platforms including Microsoft Teams, Cisco and Zoom are a perfect complement to the BCM One portfolio. The global infrastructure and flexibility to design solutions from leading providers reinforces our leadership position as a NextGen Communications and Managed Services provider. Additionally, Pure IP’s international footprint enables us to extend our platform of services to customers worldwide.”

Brian Kornmann, Managing Director at Thompson Street Capital Partners said, “We are pleased to announce the acquisition of Pure IP as the second deal of BCM One under the ownership of TSCP’s Continuation Fund. A key strategy for BCM One, from our initial partnership in 2019, was to grow the business internationally and to expand our services to include enterprise customers. Our investment in Pure IP achieves both while further strengthening BCM One’s service offering with key partners including Zoom, Microsoft and Cisco. BCM One continues to explore opportunities which provide for inorganic scale and growth through key product, customer, and geographical growth.”

Categories: News

FIELDS Group sells shares in Upforce

Fields Group

On the 22nd of June 2023 investment firm Value Enhancement Partners has taken a majority stake in Upforce. Upforce is a Dutch temp agency focused on international flex workers. Along with management, Value Enhancement Partners has taken over the shares from Dutch investor FIELDS Group.

Temp agency Upforce supplies international workers with a focus on food production, logistical and technical jobs. The company has offices in the Netherlands in Venlo (Headquarters), Eindhoven and Oudewater; in addition, the company also has a captive recruiting location in Poland. The temp agency, known as Upforce since the beginning of 2023, was created from the merger of five local companies in the central/south of the Netherlands (including SEP Peeters, Uitzendbureau Verbeek & Direct People). Value Enhancement Partners, together with management, takes over the shares of investor FIELDS Group, who has been actively involved in the company since 2018. Founders Gregor Popanda and Theo Peeters will remain involved in Upforce as co-shareholders.

Ellen Niessen (CEO): “In the past 2 years, we have professionalized the organization considerably after a period of rapid growth. We have now established a solid foundation on which we can build in the coming years. In Value Enhancement Partners we have found an enterprising partner who wants to support us in our further growth plans.”

Bjørn van Knippenberg (Partner at Value Enhancement Partners) adds: “We see that there is a strong demand for motivated international flex workers in many industries in the Netherlands and that Upforce is very successful in meeting this client demand. Additionally, Upforce is well positioned to comply to the expectedly increasing regulatory pressure coming to the market. We are very excited to work with the Upforce team in the coming years and will support them in their growth strategy that will (amongst others) include doing further add-on acquisitions.”

Joris van Gils and Rutger Alberink (Partners at FIELDS Group): “We have enjoyed working with Ellen and her team, as well as with Theo Peeters and Gregor Popanda. In recent years, Upforce has achieved enormous growth towards eventually approximately 1,500 active flex workers; the company can now rightfully call itself one of the leading players in the market for international workforce staffing. We wish Upforce, the team and Value Enhancement Partners the best of luck as they continue to expand the business.”

—

About Value Enhancement Partners:
Value Enhancement Partners is a hands-on investor who has been investing and collaborating with boards of directors and entrepreneurs since 1999 to realize the full potential of their company.
Contact Value Enhancement Partners:
Bjørn van Knippenberg, Partner: bjorn.vanknippenberg@vepartners.com, +31 621 55 85 26

About FIELDS Group:
FIELDS Group is an entrepreneurial hands-on investor focused on developing companies with potential. FIELDS Group invests in companies headquartered in the Benelux and the DACH region and focusses on realizing “true transformations” with its team.
Contact FIELDS Group:
Joris van Gils, Partner: j.vangils@fields.nl, +31 641 31 33 39
Rutger Alberink, Partner: r.alberink@fields.nl, +31 611 49 09 14

About Upforce:
Upforce is a temporary employment agency of international workers in the Netherlands with offices in Venlo (head office), Eindhoven and Oudewater. Website: https://upforce.com/
Contact Upforce:
Ellen Niessen, CEO: ellen.niessen@upforce.com +31 6 51 42 65 22

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Oyster Heaven creates the first scalable solution to regenerate lost oyster reefs

Orange Wings Investments

Rotterdam-based startup raises €800,000 from Orange Wings Investments

27 June 2023|Press Release|OWI|Oyster Heaven

Shawn Harris and George Birch

Oyster Heaven, a Rotterdam-based startup founded by George Birch, has raised €800,000 in funding from Orange Wings Investments to facilitate the next stage in their growth. The investment will support the startup’s goals toward marine restoration, offering the first cost-effective solution to sustainably restore native oyster reefs around the world.‍

Oyster reefs play an important role in the marine ecosystem. They form a habitat for hundreds of species, filter water, and are one of the most natural and cost-effective ways to manage excess nitrogen from the ocean and help fight climate change.

20-30% of the North Sea used to be covered by oyster reefs, but 150 years ago they were considered cheap food and were overharvested to near extinction without realising the damage that would cause. Now, 95% of these reefs are gone, and much of the ocean floor is a marine desert not suitable for oysters to grow on.

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The first scalable solution to regrow lost oyster reefs: The Mother Reef

‍Founded in 2021 by George Birch, 32, Oyster Heaven is turning the tide by regenerating oyster reefs at a large scale. With extensive scientific research, the startup is able to unlock the biggest bottleneck for oyster restoration by creating a low-cost and efficient substrate for oysters: the Mother Reef. This natural reef system made of clay is scaffolding pre-loaded with baby oysters essential for repopulating the deserted sea floor.

After successful lab and field testing to prove the efficiency of the Mother Reef over the last two years, on-land tests continue at Stichting Zeeschelp in Zeeland in order to prove beyond a doubt the effectiveness of the technology. So far, 10,000s of baby oysters (spats) have attached to the Mother Reefs and are thriving.

‍Ocean conservation meets financial scalability

‍Oyster Heaven was born out of a desire to combine ocean conservation with financially scalable models that are independent of philanthropy. With his unusual background, a mix of both marine and terrestrial conservation and financial management, Birch is well-prepared to lead the startup to success.

“Sustainability has been the sole ambition of my career. I have been obsessed with finding a way to get mainstream finance to invest in the health of our oceans. Oyster Heaven is the opportunity to make this happen. Today, countries are in various stages of recognizing the value of ecosystem services. Oyster Heaven is leading the way, preparing for a society willing to pay for the services oyster reefs can provide.” says George.

By partnering with local fishing communities to plant the Mother Reefs into the ocean and protect the new marine oases, the startup anticipates a boon to the new circular economy.

‍Support from Orange Wings Investments

The €800,000 investment in Oyster Heaven is backed by Orange Wings Investments, an early-stage VC supporting changemakers with brilliant ideas and giving wings to future champions. “Our operations should bring back millions of oysters and other marine life to the seas,” according to Orange Wings Investments founder Shawn Harris. “We are really excited about investing in a cost-effective solution that can reverse the losses we are having in the seas globally.”
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The most impactful oyster restoration project in Europe

The startup is positioned to deploy 5 million oysters in Europe and the US in 2024, and aims to have regenerated 100 million oysters by 2027, anticipating significant improvement in marine biodiversity, water quality and waste management in various industries.

Their success will be the first financially sustainable solution to help our oceans by restoring marine life, making them the most scalable and impactful oyster restoration force in Europe.

‍About Oyster Heaven

The Rotterdam startup and nature conservation organisation Oyster Heaven – founded in 2021 by George Birch – is a regeneration first organisation whose central mission is to regenerate oyster reefs on a large scale. Birch obtained his MBA from Erasmus in Rotterdam and has worked at Blue Marine Foundation and Janus Henderson, among others. Oyster Heaven’s vision is a society where people can continue to live comfortably by helping the environment and vital industries, such as housing and food suppliers, continue to exist in the future. The company is supported by Blue Oyster Environmental, DTU Aqua, Newcastle University, Mantis Consulting, Metabolic, Rewilding Britain, Stichting Zeeschelp, WWF, and a scientific advisory board.

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IK Partners enters into exclusive negotiations for the sale of Nomios to Keensight Capital

IK Partners

Press Release
Tuesday, 27 June 2023

IK Partners (“IK”) is pleased to announce that the IK VIII Fund has entered into exclusivity negotiations to sell Nomios (“the Company”), a European expert in cybersecurity and secure network services, to Keensight Capital (“Keensight”), one of the leading private equity managers dedicated to pan-European Growth Buyout[1] investments. Financial terms of the contemplated transaction, which is subject to the prior information and consultation of the relevant employee representative bodies and other customary approvals, are not disclosed.

Nomios has a presence in over 20 offices across Europe, more than €400 million in revenue coupled with a healthy profitability and over 600 employees; a large portion of which are certified engineers. The Company specialises in helping customers secure their increasingly complex digital landscape. It provides an end-to-end offering, including: Nomios support; solutions from trusted and high-quality vendors; professional services; and managed services, including but not limited to Nomios’ security operating centres (“SOCs”).

Since IK acquired the Company in January 2019, it has undergone a transition towards a cybersecurity expert of scale across Europe. It has successfully doubled its revenues through organic growth realised across service lines and geographies. Under the leadership of CEO Sébastien Kher, Nomios has capitalised on its proven track record of client stickiness, maintaining and achieving high vendor accreditations and high employee loyalty. In addition, Nomios has also launched several new strategic initiatives, including the successful unveiling of various SOCs in its key markets. It has also expanded its footprint in Europe through two acquisitions in Poland and Italy.

Sébastien Kher, CEO at Nomios, said: “We are grateful for the support that IK has offered the business since 2019. With its help, we have significantly grown Nomios through new services and a broader geographic footprint. We are excited by the opportunity to enter into a new partnership with Keensight and to benefit from their significant experience in — and expertise on — the markets in which Nomios is active, in order to continue our strong organic growth, combined with further acquisitions in Europe to grow our footprint.”

Remko Hilhorst, Managing Partner at IK and Advisor to the IK VIII Fund, said: “We are proud of all that we have achieved in partnership with the management team at Nomios. We have established the Company as one of the clear leaders in the European cybersecurity market, positioning it as a scaled provider of increasingly recurring services to its loyal client base. The quality of the entire Nomios team has allowed us to strongly grow the business year on year. We are convinced that the contemplated transaction will ensure continued success of team and wish them and Keensight every success in the future.”

Philippe Crochet, Managing Partner at Keensight Capital, added: “We’re very excited at the prospect of embarking on this journey with the management of Nomios, a leader in cybersecurity with recognised expertise and a unique presence in Europe. We’ve been extremely impressed by the work they have done and we look forward to partnering with them in an ambitious new stage of growth.”

In addition to what is set out in this message, signing and completion of the transaction is subject to the prior information and consultation of the relevant employee representative bodies, as well as further legal and regulatory approvals.

 

For further questions, please contact:

IK Partners
Vidya Verlkumar
Phone: +44 7787 558 193
vidya.verlkumar@ikpartners.com

Nomios
Tim Fleur
Phone: +31 6 4346 4012
tim.fleur@nomios.nl

Keensight Capital
Cindy Giraud
Phone: +33 6 37 96 55 37
cgiraud@keensightcapital.com
H/Advisors for Keensight Capital
David Stürken – david.sturken@h-advisors.global +44 (0) 799 059 5913
Aliénor Miens – alienor.miens@h-advisors.global +33 (0) 664 32 81 75

[1]  Growth Buyout: investment in profitable, private companies experiencing strong growth, in minority or majority positions, with or without leverage, using a flexible approach tailored to the needs of individual entrepreneurs, in order to finance organic growth projects, acquisition strategies or provide historic shareholders with liquidity.

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New Mountain Capital Announces $825 Million Net Lease Real Estate Fund

NEW YORK, June 27, 2023 – (BUSINESS WIRE) – New Mountain Capital, LLC (“New Mountain”), a leading alternative investment firm with over $40 billion of assets under management(i) across private equity, credit and real estate, today announced the closing of its second net lease real estate fund, New Mountain Net Lease Partners II, L.P. (“NMNLP II” or the “Fund”). NMNLP II closed with $825 million of equity capital commitments, including approximately $725 million of third-party Limited Partner commitments and approximately $100 million from the General Partner.

With an initial fundraising goal of $750 million, the completed capital raise substantially exceeded the target. Investors in the Fund, which were a mix of numerous new investors as well as existing New Mountain Net Lease investors, include pension funds, insurance companies, asset managers, endowments, family offices and high net worth individuals.

“The net lease business is very complementary to our private equity and credit businesses in our view, and we believe it can provide a strong risk and reward proposition for our investors,” said Steve Klinsky, New Mountain’s Founder and CEO. “We appreciate the support of the sophisticated global investors who have entrusted us with their capital in this strategy and we are also pleased to be sizable investors in our own product. We look forward to building on our strong momentum in net lease as we continue to grow our presence in the space.”

Teddy Kaplan, a New Mountain Managing Director and Head of New Mountain Net Lease commented, “We launched the net lease strategy at New Mountain in early 2016 seeking to utilize the firm’s analytical capabilities, industry experience, deal flow and relationships to build a differentiated net lease platform. Specifically, we saw an opportunity to provide investors with the higher potential risk adjusted returns that could be captured by a manager with the ability to properly underwrite more complex tenants and situations. We are thrilled with our success in delivering on that vision for our investors thus far and are excited to continue working to do so with this Fund.”

NMNLP II will continue to pursue New Mountain’s net lease strategy of focusing on operationally critical facilities at middle market and private equity sponsored businesses, often where New Mountain has deep domain expertise in the industry and in some cases has analyzed the company previously. NMNLP II will generally invest from $5 million to $75 million of equity capital per transaction and has completed six transactions to date, representing more than $315 million of acquisition value and $115 million of equity capital commitments.

Since inception, New Mountain’s net lease strategy has completed $1.9 billion of net lease acquisitions across 47 transactions and today manages a 20 million square foot portfolio of net lease assets with over 40 tenants and 195 assets. Over that time frame, the strategy has delivered consistent and tax efficient distributed cash flow, and Fund I has experienced no tenant defaults or missed rent payments.

New Mountain believes that a well-executed net lease strategy can continue to provide a path to non-cyclical and consistent cash yield and may also benefit from rising rents over time, long durations with no prepayment risk and the safety and collateral of the physical property itself.

About New Mountain Capital

New Mountain Capital is a New York-based alternative investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease real estate funds with over $40 billion in assets under management as of March 31, 2023. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected “defensive growth” industry sectors and then works intensively with management to build the value of these companies. Additional information about New Mountain Capital is available at https://www.newmountaincapital.com/.

Under no circumstances does the information contained herein constitute an offer to sell or a solicitation of an offer to buy any security or interest in an investment vehicle managed by New Mountain Capital. Any such offer or solicitation can only be made through a definitive private placement memorandum describing the terms and risks of an investment to sophisticated persons who meet certain qualifications under the federal securities laws and are capable of evaluating the merits and risks of the investment. Nothing presented herein is intended to constitute investment advice, and no investment decision should be made based on any information provided herein. It should not be assumed that an investment will be profitable or that the performance of any particular investment will equal its past performance. No guarantee of investment performance is being provided and no inference to the contrary should be made. There is a risk of loss from an investment in securities, including the potential loss of principal. Past performance is not indicative of future results.

(i) AUM figure as of March 31, 2023

 

Contacts

Media:

Prosek Partners
Josh Clarkson
jclarkson@prosek.com

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KKR Enters Into Amendment to Definitive Merger Agreement with CIRCOR International at $51 Per Share

KKR

BURLINGTON, Mass.–(BUSINESS WIRE)–CIRCOR International, Inc. (“CIRCOR” or the “Company”) (NYSE: CIR), one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets, today announced that it has accepted a proposal from affiliates of investment funds managed by KKR (such affiliates referred to herein as “KKR”) to increase the price of its previously announced definitive merger agreement with CIRCOR from $49 to $51 per common share in cash, an increase of $2 per share. The all-cash transaction will be valued at $1.7 billion, including the assumption of debt.

In addition, KKR has agreed to provide a full equity backstop for the consummation of the merger. KKR has also agreed to a $125 million reverse termination fee payable to CIRCOR in certain circumstances where the transaction is terminated due to failure to obtain antitrust approvals, and to increase the existing customary reverse termination fee tied to closing obligations from $67 million to $100 million. The termination fee payable by CIRCOR to KKR in certain circumstances has been increased from $28 million to $42.75 million.

The amendment was executed after CIRCOR received an unsolicited proposal from a third party to acquire all of the issued and outstanding shares of CIRCOR common stock for $52.65 per share in cash. Despite the difference in price, the CIRCOR Board of Directors (the “Board”) unanimously concluded after extensive review that the KKR offer was superior because it offered more financing certainty and a clearer and faster path to receiving antitrust approvals.

“After carefully considering the unsolicited proposal, the Board, in consultation with its outside legal counsel and financial advisors, unanimously concluded that committing to the amended merger agreement with KKR was in the best interest of stockholders,” said CIRCOR Board Chair Helmuth Ludwig. “Our decision was based on multiple reinforcing factors, and we are excited that our negotiation has resulted in meaningfully greater value and certainty for CIRCOR stockholders.”

The Board unanimously supports the amended merger agreement with KKR and recommends that stockholders vote in favor of the amended KKR transaction. The transaction remains on track to close in the fourth quarter of 2023, and KKR and CIRCOR submitted their Hart-Scott-Rodino filings on June 20, 2023. The transaction remains subject to the receipt of approval from the Company’s stockholders and certain required regulatory approvals, as well as the satisfaction of other customary closing conditions.

Advisors

Evercore, J.P. Morgan Securities LLC, and Ropes & Gray LLP are serving as advisors to CIRCOR.

About CIRCOR International, Inc.

CIRCOR International, Inc. is one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets. The Company has a product portfolio of market-leading brands serving its customers’ most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 100 countries. The Company has a global presence with approximately 3,100 employees and is headquartered in Burlington, Massachusetts. For more information, visit the Company’s investor relations website at http://investors.circor.com.

Additional Information and Where to Find it

This press release relates to the proposed acquisition of CIRCOR by Cube BidCo, Inc. (“Parent”). This press release does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, CIRCOR plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. CIRCOR may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by CIRCOR with the SEC.

BEFORE MAKING ANY VOTING DECISION, CIRCOR’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CIRCOR WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at a CIRCOR stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in CIRCOR’s proxy statement. Stockholders may obtain a free copy of the proxy statement and other documents CIRCOR files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. CIRCOR makes available free of charge on its investor relations website at investors.circor.com copies of materials it files with, or furnishes to, the SEC.

The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, by and among CIRCOR, Cube Merger Sub, Inc. and Parent, dated as of June 5, 2023, as amended as of June 26, 2023 (the “Merger Agreement”), which contains the full terms and conditions of the proposed transaction.

Participants in the Solicitation

CIRCOR and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of CIRCOR’s directors and executive officers in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 15, 2023. To the extent the holdings of CIRCOR’s securities by CIRCOR’s directors and executive officers have changed since the amounts set forth in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction, which may, in some cases, be different than those of CIRCOR’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the CIRCOR’s website at investors.circor.com.

Cautionary Statement Regarding Forward Looking Statements

This press release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction with KKR, including timing to closing, financing certainty and the path to obtaining regulatory approvals, and the unsolicited proposal from the third party. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: whether the third party will continue to pursue a transaction with the Company and if so if the proposal will lead to a superior proposal; uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals and stockholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupts the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; inability to achieve expected results in pricing and cost cut actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

Contacts

Scott Solomon
Senior Vice President
Sharon Merrill Associates, Inc.
(857) 383-2409
CIR@investorrelations.com

 

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