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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:募资说明/企业合并公告
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宣布与Skydance Media,LLC签订了交易协议,规划了一系列旨在重组公司的合并。该协议待完成,于2024年7月7日报道。它涉及Paramount Merger Sub与Paramount Global预先结束的合并,结果Paramount成为New Paramount的全资子公司。随后,Paramount Merger Sub II将与New Paramount合并,Skydance Merger Sub将与Skydance合并,后者将作为New Paramount的全资子公司存续。Paramount Global的董事会得到了独立特别委员会的建议,并...展开全部
Paramount Global宣布与Skydance Media,LLC签订了交易协议,规划了一系列旨在重组公司的合并。该协议待完成,于2024年7月7日报道。它涉及Paramount Merger Sub与Paramount Global预先结束的合并,结果Paramount成为New Paramount的全资子公司。随后,Paramount Merger Sub II将与New Paramount合并,Skydance Merger Sub将与Skydance合并,后者将作为New Paramount的全资子公司存续。Paramount Global的董事会得到了独立特别委员会的建议,并一致批准了这些交易。Paramount也通过控制股东的书面同意,获得了必要的股东投票批准。两家公司已同意合作获得所有必要的监管批准,并对各自的董事和高管进行赔偿,以应对与交易相关的索赔。此外,他们已承诺在'go-shop'期间不寻求或参与替代性收购提案,但须符合某些条件。Paramount Global和Skydance Media还与某些Paramount股东签订了投票和支持协议,以确保他们支持Transaction Agreement和相关合并。
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