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Vapotherm Enters Into Definitive Merger Agreement; Transaction Would Result in Company Going Private

-By ArdorComm News Network

Vapotherm, Inc. (OTCQX: VAPO) announced today that it has signed a definitive merger agreement with a newly-formed entity funded by an affiliate of Perceptive Advisors, LLC, a leading healthcare investment firm. This transaction will result in Vapotherm becoming a private company. Details of the Merger Agreement: Debt Conversion and New Investment: SLR Capital Partners will convert approximately $81 million of term debt into preferred equity in the new entity. Perceptive will invest $50 million of new preferred equity, a portion of which will fund the merger and related payments. SLR will retain $40 million of term debt. Merger Consideration: Vapotherm’s stockholders will receive $2.18 in cash per share, representing a 166% premium over the stock’s closing price on June 14, 2024. Board Approval: A special committee of Vapotherm’s Board, composed solely of independent directors, recommended the approval of the merger, which the Board accepted. Statements from Key Stakeholders: Anthony Storino, SLR Capital Partners: “This transaction allows the Company to strengthen their balance sheet as they focus on accelerating their revenue momentum.” Konstantin Poukalov, Perceptive Advisors: “We believe the Company has a clear vision to expand the use of high-velocity therapy in patients in need and look forward to supporting them in their next stages of growth.” Expected Closing and Future Operations: The transaction is anticipated to close in the second half of 2024, pending customary conditions, including stockholder approval. Upon completion, Vapotherm will be privately held and will no longer be publicly listed or traded on OTCQX. Advisors and Legal Counsel: Cooley LLP is representing Perceptive, Latham & Watkins LLP is representing SLR, Scalar, LLC is acting as the financial advisor to the Special Committee, and Ropes & Gray LLP is representing Vapotherm. About Vapotherm: Vapotherm, Inc. is a publicly traded developer and manufacturer of advanced respiratory technology, based in Exeter, New Hampshire. Their high velocity therapy systems provide non-invasive respiratory support, having treated over 4.4 million patients. The company focuses on delivering technology to patients in respiratory distress, offering a mask-free interface that allows patients to talk, eat, and drink while receiving treatment. Additional Information: This announcement is deemed solicitation material related to the proposed transaction. Vapotherm plans to file a proxy statement with the SEC and urges stockholders to read it in its entirety for important information about the transaction. Documents will be available on the SEC’s website and Vapotherm’s investor relations page. Forward-Looking Statements: The announcement includes forward-looking statements regarding the proposed transaction, stockholder approval, and the anticipated closing timeline. These statements are subject to risks and uncertainties that could cause actual results to differ. Vapotherm does not assume any obligation to update these statements, except as required by law.

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Cognizant to Pay $1.3 Billion in Belcan Acquisition

-By ArdorComm News Network

The engineering resources and development company will slot in as a Cognizant operating unit. IT consultancy and reseller Cognizant signaled its high priority for engineering services by announcing its intent to acquire Belcan. New Jersey-based Cognizant is buying Belcan from private equity investor AE Industrial Partners for about $1.3 billion in stock and cash. The deal, which reportedly would add $800 million in annualized revenue, would close in the third quarter of 2024. Belcan will keep its name and function as a Cognizant operating unit. Both companies say the engineering resource and development (ER&D) market is hot right now. Cognizant, in its announcement, estimated the ER&D services market at $190 billion currently, with a compounded annual growth rate (CAGR) of 10%. Cognizant, in a news release, said adding Belcan will improve its existing Internet of Things (IoT) and digital engineering practices. But perhaps more importantly, Cognizant is expanding its vertical expertise into aerospace and defense and adding Belcan’s “blue-chip client base.” Cognizant, on the other hand, can offer IT solutions around AI, cloud, and data to Belcan’s customers, Cognizant CEO Ravi Kumar said. Google Cloud recently recognized Cognizant for its work in data analytics, and Microsoft recognized it for intelligent automation. “We see the opportunity to immediately accelerate revenue growth and create compelling shareholder value through our combined engineering capabilities,” Kumar said. “Belcan’s clients would gain access to Cognizant’s full suite of technology services, while Cognizant’s clients across the manufacturing, automotive, energy, and high-tech sectors we believe will benefit from Belcan’s engineering skills.” The combined company would employ more than 6,500 engineers and technical consultants, Cognizant said. Cognizant, in late 2023, bought ServiceNow partner Thirdera. Belcan Acquisition History Cincinnati, Ohio-based Belcan launched in 1958 and won key contracts over the years with Procter & Gamble and General Electric. Aerospace and industrial vertical-focused AE bought Belcan in 2015 for an undisclosed sum. The PE firm went on to tuck in 17 acquisitions into Belcan, including software engineering company Avista and workforce management solutions provider RTM Consulting. Belcan CEO Lance Kwasniewski will continue to lead Belcan as a Cognizant operating unit. “We are excited about this unique combination and the value creation it will bring to our customers, along with the opportunities it will provide for our employees. Cognizant will better position our team to capitalize on compelling tailwinds, including increasing outsourced ER&D spend, the transformative impact of digital engineering adoption rates, robust commercial aerospace demand, and favorable long-term defense and space spending,” Kwasniewski said. “Belcan’s experienced team has built a growth-oriented business delivering highly complex, mission-critical, scalable services to our long-standing customer base. I look forward to continuing to lead our team as we unite and leverage Belcan’s and Cognizant’s comprehensive services and cross-industry clientele to execute on our collective strategy, ultimately earning the role of our clients’ most trusted partner in intelligent engineering.” Cognizant drove $19.4 billion in fiscal year 2023 revenue.

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Payhawk Looks to M&A After 86% Revenue Jump

-By ArdorComm News Network

Spend management platform Payhawk is reportedly entering acquisition mode. Co-founder and CEO Hristo Borisov stated in an interview with CNBC on Thursday (June 6) that the company aims to acquire early-stage startups that have already raised significant funds. He asserted that Payhawk has a better “product-market fit” than its competitors, who have achieved multibillion-dollar valuations by offering free corporate cards to other startups. Payhawk issues smart cards for employees to make payments and track expenses, and it has seen significant growth in the first quarter of the year, with revenues up 86% and a 57% increase in customers. To build on this growth, Borisov mentioned that the company hopes to merge with or acquire other firms. “Many businesses that got funded in the last two or three years are now in a position where they’re looking at strategic options,” Borisov said. “This is something we’re actively doing. We’re looking for companies to buy.” “Our vision is to be able to provide a single platform that provides a homogeneous environment for your corporate expense needs with a single provider,” he added. “There is going to be some market consolidation.” These efforts coincide with the shift from traditional expense management methods to digital solutions that speed reimbursement times and reduce the risk of human error. This trend was highlighted in a recent PYMNTS report, which discussed how businesses are embracing artificial intelligence (AI) and machine learning algorithms to optimize procurement and spend management strategies. Edwin Poot and Jonathan Vaux, global chief technology officer and head of propositions and partnerships at Thredd, discussed with PYMNTS how the largest corporations in America still use very old, monolithic systems to manage their treasury functions. Ernest Rolfson, CEO and founder of Payments-as-a-Service solution Finexio, pointed out the inefficiency of manually filing reporting and reconciliations, advocating for automated, digital solutions. Research by PYMNTS Intelligence has shown that virtual cards and digital spend management solutions can help finance departments close books faster while also guarding against fraud.  

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Investmint Halts Trading Operations to Focus on Merger and Acquisition Strategy

-By ArdorComm News Network

Investmint, a signal-based trading app, has ceased its trading services to concentrate on merger and acquisition (M&A) opportunities, as reported by Entrackr. The company is actively exploring acquisitions with wealth management firms after withdrawing Investmint as a product due to the inability to develop a reliable business model. A spokesperson for Investmint confirmed to Entrackr, “We’re in late-stage talks with a few big players for M&A.” Should these talks fail, the company may return the remaining capital to its investors. Despite achieving significant traction and retaining funds from its previous fundraising, Investmint struggled to convert these resources into revenue. In October 2022, Investmint secured $2 million in seed funding, led by Nexus Venture Partners. Founded in February 2022 by Aakash Goel and Mohit Chitlangia, Investmint aimed to simplify stock market operations for regular investors through data-driven and scientifically-backed trading and investment products. The decision to halt operations follows a pattern seen among start-ups unable to achieve a sustainable business model or product-market fit. For instance, fashion start-ups Fashinza and Virgio returned investor capital in March after altering their business models. Similarly, digital health start-up Nintee shut down in April, with founder Paras Chopra announcing the return of most raised funds to investors.

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Silver Lake Resources Shareholders Approve Merger with Red 5

-By ArdorComm News Network

In a significant development, shareholders of Australian gold producer Silver Lake Resources have given the green light to a merger with domestic peer Red 5. This approval brings the companies closer to completing the deal through a scheme of arrangement, which involves Red 5 acquiring all shares of Silver Lake. The next step involves seeking the court’s endorsement, with a hearing scheduled for June 6, 2024. If the court gives its approval at this second hearing, Silver Lake plans to make the scheme legally binding by registering the court’s orders with the Australian Securities and Investments Commission the following day. Trading of Silver Lake shares on the Australian Securities Exchange (ASX) is expected to be suspended from the close of business on June 7, 2024, assuming the scheme receives court approval. This merger is a significant development in the Australian mining sector and is expected to have a significant impact on the companies involved.  

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United States Steel and Nippon Steel Receive International Regulatory Approvals for Acquisition

-By ArdorComm News Network

Pittsburgh-based United States Steel Corp. and Japan-based Nippon Steel Corp. (NSC) have announced that the proposed acquisition of U.S. Steel by NSC has received all necessary regulatory approvals outside the United States. The approvals include those from the Directorate-General for Competition of the European Commission, the Mexican Federal Economic Competition Commission, the Serbian Competition Commission, the Ministry of Economy of Slovakia, and the Turkish Competition Authority. Additionally, the United Kingdom Competition and Markets Authority confirmed that it had no further questions regarding the proposed transaction following the submission of a voluntary briefing paper by U.S. Steel and NSC. David B. Burritt, president and CEO of U.S. Steel, stated, “We are pleased with the regulatory approvals received, as they are a clear indication that the transaction with Nippon Steel is pro-competitive and supports the strategic merits of foreign investment.” He added that the deal is beneficial for American steel, jobs, and the country’s alliance with Japan against China. Takahiro Mori, vice chair of the board of NSC, remarked, “We appreciate this significant milestone of receiving regulatory approvals necessary to consummate the transaction from all non-U.S. authorities. Our goal for this transaction has been clear and consistent – to protect and grow U.S. Steel.” In the United States, several politicians, including likely nominees in the 2024 presidential election, have expressed opposition to the deal, citing job protection and national security concerns. In April, 71 percent of the outstanding shares of U.S. Steel common stock voted in favor of the proposed transaction, representing 99 percent of the shareholders who cast a vote. Despite the opposition in the U.S., both companies expect the transaction to be completed in the second half of this year, subject to the fulfillment of the remaining customary closing conditions, including the receipt of required U.S. regulatory approvals.

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T-Mobile to Acquire U.S. Cellular for $4.4 Billion to Enhance Rural Service

-By ArdorComm News Network

T-Mobile announced on Tuesday that it will acquire the wireless operations of U.S. Cellular for $4.4 billion, a strategic move aimed at enhancing service in rural areas. This acquisition, set to close next year, will add approximately four million new customers to T-Mobile’s base. Despite the sale, U.S. Cellular will retain about 70% of its wireless spectrum licenses and cell towers. The merger is seen as a response to an increasingly consolidated mobile market. T-Mobile CEO Mike Sievert stated, “As customers from both companies will get more coverage and more capacity from our combined footprint, our competitors will be forced to keep up—and even more consumers will benefit.” U.S. Cellular’s Board Chair, LeRoy T. Carlson, Jr., emphasized the need for scale and investment to remain competitive, citing the benefits of integrating their operations with T-Mobile. This move follows T-Mobile’s recent acquisitions, including the $1.35 billion purchase of Ka’ena Corporation, the parent company of Mint Mobile and Ultra Mobile, which was approved by the Federal Communications Commission (FCC) last month. T-Mobile also merged with Sprint in 2020. However, T-Mobile’s expansion efforts come amid heightened antitrust scrutiny. The Federal Trade Commission (FTC) and the Department of Justice (DOJ) have been increasingly vigilant, challenging numerous mergers last year. The revised merger guidelines released six months ago reflect this rigorous oversight. Whether the acquisition of U.S. Cellular will face significant regulatory hurdles remains to be seen.  

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Zee Entertainment Bears Rs 432 Crore Merger Costs Amid Failed Sony Deal

-By ArdorComm News Network

Zee Entertainment Enterprises Ltd. faced significant financial setbacks amounting to Rs 432 crore due to its failed merger deal with Sony Group Corporation’s Indian media unit, Culver Max Entertainment. The merger agreement was terminated on January 22, sparking a series of financial implications for Zee Entertainment. Key Points: Merger Costs: Zee Entertainment incurred merger-related costs of Rs 432 crore during the financial years 2023-24 and 2022-23. These costs were attributed to the failed merger deal with Sony’s India unit. Impairment Charges: As part of portfolio rationalization and meeting merger conditions, Zee Entertainment incurred impairment charges of Rs 331 crore in 2022-23. This was due to the closure of certain businesses, including Margo Networks. Employee Termination Costs: Zee Entertainment recorded an employee termination cost of Rs 22 crore in a recent restructuring, which included a 15% reduction in its workforce as part of cost-cutting measures. Arbitration Cases: Zee Entertainment faces arbitration cases filed by Culver Max Entertainment and Star India. Culver Max is seeking $90 million in termination fees, while Star India is seeking directions regarding the implementation of the International Cricket Council TV rights agreement. Merger Plan Timeline: The $10-billion merger proposal between Zee Entertainment and Sony Group Corp. witnessed key events such as board approvals, termination of the merger plan by Sony in January 2024, and subsequent legal actions by Zee Entertainment against Sony Pictures Networks India. Reasons for Termination: Sony terminated the merger plans citing unsatisfied closing conditions after two years of negotiations. Disagreements over financial terms, cash availability, and leadership appointments, particularly regarding Punit Goenka, contributed to the termination. Financial Performance: Despite the challenges, Zee Entertainment reported a consolidated net profit of Rs 13.35 crore in the March quarter, marking a recovery compared to the previous fiscal period.