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425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

425:募資說明/企業合併公告
美股sec公告 ·  07/11 09:23
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Paramount Global has announced a Transaction Agreement with Skydance Media, LLC, outlining a series of mergers aimed at restructuring the companies. The agreement, which is pending completion, was reported on July 7, 2024. It involves a pre-closing merger of Paramount Merger Sub with Paramount Global, resulting in Paramount becoming a wholly-owned subsidiary of New Paramount. Subsequently, Paramount Merger Sub II will merge with New Paramount, and Skydance Merger Sub will merge with Skydance, with the latter surviving as a wholly-owned subsidiary of New Paramount. The board of directors of Paramount Global, advised by an independent special committee, has unanimously approved the transactions. Paramount has also secured the necessary stockholder approval through written consent from its controlling stockholders. Both companies...Show More
Paramount Global has announced a Transaction Agreement with Skydance Media, LLC, outlining a series of mergers aimed at restructuring the companies. The agreement, which is pending completion, was reported on July 7, 2024. It involves a pre-closing merger of Paramount Merger Sub with Paramount Global, resulting in Paramount becoming a wholly-owned subsidiary of New Paramount. Subsequently, Paramount Merger Sub II will merge with New Paramount, and Skydance Merger Sub will merge with Skydance, with the latter surviving as a wholly-owned subsidiary of New Paramount. The board of directors of Paramount Global, advised by an independent special committee, has unanimously approved the transactions. Paramount has also secured the necessary stockholder approval through written consent from its controlling stockholders. Both companies have agreed to cooperate in obtaining all necessary regulatory approvals and to indemnify their respective directors and officers against claims related to the transactions. Additionally, they have committed to not seeking or engaging in alternative acquisition proposals, subject to certain conditions during a 'go-shop' period. Paramount Global and Skydance Media have also entered into a Voting and Support Agreement with certain Paramount stockholders to ensure their support for the Transaction Agreement and related mergers.
Paramount Global已宣佈與Skydance Media, LLC簽署交易協議,概述一系列旨在重組公司的併購交易。該協議正等待完成,預計於2024年7月7日報告。它涉及Paramount Merger Sub與Paramount Global的預收購合併,導致Paramount成爲New Paramount的全資子公司。隨後,Paramount Merger Sub II將與New Paramount合併,Skydance Merger Sub將與Skydance合併,後者作爲New Paramount的全資子公司存續。由一家獨立特別委員會提供諮詢的Paramount Global...展開全部
Paramount Global已宣佈與Skydance Media, LLC簽署交易協議,概述一系列旨在重組公司的併購交易。該協議正等待完成,預計於2024年7月7日報告。它涉及Paramount Merger Sub與Paramount Global的預收購合併,導致Paramount成爲New Paramount的全資子公司。隨後,Paramount Merger Sub II將與New Paramount合併,Skydance Merger Sub將與Skydance合併,後者作爲New Paramount的全資子公司存續。由一家獨立特別委員會提供諮詢的Paramount Global董事會已經一致批准了這些交易。Paramount還通過從其控股股東獲得的書面同意,獲得了必要的股東批准。兩家公司已同意合作獲得所有必要的監管批准,併爲有關交易的索賠保障各自的董事和高管。此外,在“購物”期間的某些條件下,他們已承諾不尋求或參與替代收購提議。Paramount Global和Skydance Media還與某些Paramount股東簽署了一項投票和支持協議,以確保他們支持交易協議和相關的併購交易。
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