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NeueHealth to Be Acquired by NEA Affiliate in $1.3 Billion Deal

NeueHealth, a leading company in value-based care solutions that connects providers and payers through technology, has entered a definitive merger agreement to be acquired by an affiliate of New Enterprise Associates (NEA). The deal, valued at $1.3 billion, will transition NeueHealth into a privately held company. As part of the agreement, common stockholders of NeueHealth will receive $7.33 per share in cash—a 70% premium over the closing price of the company’s stock as of December 23. Additionally, 12 existing NeueHealth investors, along with NEA, have agreed to rollover agreements, exchanging their existing shares for equity in the newly privatized entity. The company’s current secured loan facility with Hercules Capital will remain intact, ensuring continuity in financial operations. NeueHealth’s executive leadership team will retain their roles post-merger, with the leadership rolling over their equity interests into the private company. Subject to stockholder and regulatory approvals, the merger is anticipated to enhance NeueHealth’s market position while delivering strong returns to its public stockholders. Mike Mikan, President and CEO of NeueHealth, commented on the development: “We are pleased to announce this transaction as we believe it places NeueHealth in a strong position for continued growth while maximizing value for all of NeueHealth’s public stockholders. NEA has been a longstanding strategic partner, and we look forward to continuing to work together to build on NeueHealth’s success as a leader in value-based care.” THE LARGER TREND NeueHealth has made significant strides in recent years. In 2024, it acquired the remaining 25% equity interest in Centrum Health, solidifying its ownership of the value-driven clinic brand. The company also secured a $150 million loan facility from Hercules Capital to bolster its operational priorities. Last year, Bright Health Group adopted NeueHealth as its corporate brand name, emphasizing its focus on value-based care solutions. NeueHealth’s common stock began trading under the ticker symbol NEUE on the NYSE, showcasing its growing prominence in the healthcare sector. This merger with NEA is expected to propel NeueHealth toward further growth and innovation, reinforcing its leadership in value-based care. Source: mobihealthnews Photo Credit: mobihealthnews

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Finance Ministry Approves IFCI Group Consolidation Plan

The Department of Financial Services (DFS) under the Finance Ministry has granted ‘in-principle’ approval for the consolidation of the IFCI Group, marking a significant step toward restructuring and streamlining its operations. The plan involves the merger or amalgamation of IFCI Limited, StockHolding Corporation of India Limited, and other group companies to form a unified financial entity. In tandem, the board of IFCI Limited has also provided its nod to initiate the consolidation process. IFCI Limited confirmed the development in a regulatory filing on Friday, noting that the plan will be executed in compliance with all applicable laws and regulations. Consolidation Plan Highlights: Merger Entities: Key companies, including StockHolding Corporation of India Limited, IFCI Factors Limited, IFCI Infrastructure Development Ltd, and IIDL Realtors Limited, will be merged with IFCI Limited, the publicly listed parent entity. Subsidiary Restructuring: Subsidiaries such as StockHolding Services Limited, IFCI Financial Services Limited, IFIN Commodities Limited, and IFIN Credit Limited will be consolidated into a single subsidiary of the parent entity. Direct Subsidiaries: Other group entities, including StockHolding Document Management Services, IFIN Securities Finance, and IFCI Venture Capital Funds, will become direct subsidiaries of the consolidated listed entity. The Centre has been actively supporting IFCI Limited, infusing ₹500 crore in April 2024 through equity allotment at ₹40.33 per share. This backing has coincided with IFCI’s improving financial performance, with the company reporting a net profit of ₹185 crore for Q2 FY2024, up 7% from ₹173 crore in the same quarter last year. The consolidation is expected to enhance operational efficiencies and reinforce the group’s market positioning, driving future growth in India’s financial sector. Source: thehindubusinessline Photo Credit: thehindubusinessline

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Boston Scientific and Silk Road Medical to Finalize $1.26 Billion Merger

Boston Scientific and Silk Road Medical are set to finalize their $1.26 billion merger in the “coming days,” following the expiration of the antitrust waiting period. Silk Road Medical, known for its stroke prevention devices, confirmed the update in a federal securities filing, stating that the Federal Trade Commission (FTC) had completed its review. The merger, initially announced in June, values Silk Road at $27.50 per share. Silk Road’s transcarotid artery revascularization devices, used to treat plaque buildup in carotid arteries, will complement Boston Scientific’s vascular product portfolio. The combined entity is expected to bring in a revenue range of $194 to $198 million in 2024. Boston Scientific had resubmitted its merger filing in August, triggering a new waiting period under the Hart-Scott-Rodino Antitrust Improvements Act to allow for FTC review. With the expiration of this period, the companies are now moving toward completing the deal. This acquisition follows Boston Scientific’s active mergers and acquisitions strategy, with several billion-dollar deals announced this year. The company’s proposed $3.7 billion acquisition of Axonics, however, remains under FTC scrutiny due to concerns about market dominance in urinary incontinence devices. Boston Scientific is cooperating with the FTC to address regulatory concerns and has delayed the Axonics deal closure to the second half of 2024. Source: Med Tech Dive

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Citius Pharmaceuticals Announces TenX Keane Shareholder Approval of Merger with Citius Oncology, Inc.

Citius Pharmaceuticals, Inc. (Citius Pharma) has announced that shareholders of TenX Keane Acquisition (TenX) have approved the merger with Citius Pharma’s oncology subsidiary. The new public company will be named Citius Oncology, Inc. The merger, approved by the boards of both companies, is expected to close soon, pending certain conditions. This merger aims to enhance Citius Oncology’s access to public equity markets, support the commercialization of LYMPHIR, if approved, and explore additional oncology opportunities. Leonard Mazur, Chairman and CEO of Citius Pharma, expressed optimism about the merger’s potential to unlock value in their oncology assets. The agreement involves TenX acquiring Citius Pharma’s oncology subsidiary, converting shares into common stock of Citius Oncology. Upon closing, Citius Pharma will hold about 65.6 million shares of Citius Oncology, representing roughly 90% ownership. Additionally, Citius Pharma will contribute $10 million in cash, with TenX’s remaining trust account cash aiding Citius Oncology’s working capital. The transaction is detailed in the merger agreement, filed in a Current Report on Form 8-K with the SEC. Advisors for the transaction include Maxim Group LLC for Citius Pharma, Newbridge Securities Corporation for TenX, and legal advisors Wyrick Robbins Yates & Ponton LLP for Citius Pharma and The Crone Law Group P.C. for TenX. Citius Oncology will focus on developing and commercializing novel oncology therapies, with LYMPHIR aiming for FDA approval to treat cutaneous T-cell lymphoma (CTCL). The market for LYMPHIR is estimated to exceed $400 million, with robust intellectual property protections supporting its competitive positioning. If approved, LYMPHIR could be available by Q4 2024.

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Silver Lake Resources Shareholders Approve Merger with Red 5

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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IDFC First Bank Shareholders Approve Merger with IDFC Ltd

IDFC First Bank shareholders have approved the merger of IDFC Limited with the bank, marking a significant step in the amalgamation process. The National Company Law Tribunal (NCLT) convened a meeting on May 17, 2024, to consider and approve the composite scheme of amalgamation involving IDFC Financial Holding Company merging into IDFC Limited, and subsequently, IDFC Limited merging into IDFC First Bank. In the approved reverse merger scheme, IDFC shareholders will receive 155 shares of IDFC First Bank for every 100 shares they hold in IDFC Limited. Both IDFC Ltd and IDFC First Bank shares have a face value of ₹10 each. The resolution was passed by the requisite majority, with over three-fourths in value of the equity shareholders voting in favor. Additionally, the scheme received overwhelming support from Non-Convertible Debenture (NCD) holders, with 99.99% voting in favor through remote e-voting and e-voting during the meeting. The Reserve Bank of India (RBI) had already given its nod for the reverse merger in December 2023. The merger was initially approved by the boards of IDFC Financial Holding Co. Ltd, IDFC Ltd, and IDFC First Bank in July 2023. Following the announcement, IDFC First Bank shares ended 0.26% higher at ₹77.44 apiece on the BSE on Saturday. This merger aims to streamline the corporate structure and enhance the operational efficiencies of the entities involved, potentially leading to better value creation for shareholders.

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Singapore Airlines Highlights Strategic Benefits of Pending Air India-Vistara Merger

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Singapore Airlines Group announced on Wednesday that the proposed merger between Air India and Vistara is still awaiting foreign direct investment (FDI) and other regulatory approvals. The group emphasized that this merger will significantly enhance its multi-hub strategy and allow it to maintain a strong presence in the rapidly expanding Indian aviation market. Vistara is a joint venture between Singapore Airlines and the Tata Group, which also owns Air India. The merger, initially announced in November 2022, received approval from the Competition and Consumer Commission of Singapore in March and from the Competition Commission of India (CCI) in September 2023, albeit with some conditions. However, the completion of the merger still hinges on securing FDI and additional regulatory clearances. Once finalized, Singapore Airlines will acquire a 25.1% stake in an enlarged Air India Group. This merger is set to create a significant presence across all key segments of the Indian airline market, including domestic and international flights, as well as full-service and low-cost operations. According to the group, this strategic move will bolster Singapore Airlines’ multi-hub strategy and enable continued direct participation in India’s burgeoning aviation sector. The merger is poised to enhance Singapore Airlines’ competitive edge in the aviation market. In the fiscal year 2023-24, the group reported a 24% rise in net profit, amounting to 2,675 million Singapore dollars. This substantial increase in profitability is attributed to robust air travel demand, which drove record passenger revenue and load factors. The group also achieved the highest full-year operating and net profits in its history. Despite the positive outlook, Singapore Airlines noted several challenges facing the global aviation industry. Rising geopolitical tensions, an uncertain macroeconomic environment, supply chain constraints, and high inflation in many regions pose significant hurdles. Nonetheless, the demand for air travel remains strong in the first quarter of FY2024/25, with forward bookings to North Asia and Southeast Asia showing a marked increase. The anticipated merger between Air India and Vistara is expected to redefine the competitive landscape of the Indian aviation market. By consolidating their operations, the merged entity will be better positioned to leverage the strengths of both airlines, offering a more comprehensive and integrated service portfolio. This move is seen as a strategic effort to capture a larger share of the rapidly growing Indian aviation market, which has been one of the fastest-growing aviation markets in the world. Singapore Airlines’ strategy to maintain a significant stake in the merged entity underscores its commitment to expanding its footprint in India. The partnership with the Tata Group, a major player in the Indian business ecosystem, provides a robust foundation for this expansion. The merger is anticipated to create synergies that will benefit both airlines, enhancing operational efficiency and expanding their market reach. As the aviation industry continues to recover from the impacts of the COVID-19 pandemic, strategic mergers and acquisitions like this one are crucial for airlines looking to strengthen their market positions. For Singapore Airlines and Vistara, the merger represents an opportunity to consolidate resources, optimize operations, and offer a more competitive service to their customers. The pending merger between Air India and Vistara, while awaiting final regulatory approvals, is poised to significantly enhance Singapore Airlines’ strategic positioning in the Indian aviation market. The merger will create a stronger, more competitive airline group capable of capturing a larger share of the market and driving long-term growth. Despite the challenges facing the aviation industry, the outlook remains positive, with strong demand for air travel and strategic initiatives like this merger paving the way for future success.

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UK Regulator Questions Vodafone and Three Merger Plans

The Competition and Markets Authority (CMA) in the UK has cast fresh doubt on the likelihood of approving a merger between Vodafone and Three, questioning the necessity of such a move despite the operators’ arguments for consolidation. Vodafone and Three have been advocating for a merger, claiming that the UK telecom landscape would benefit from consolidation, but the CMA’s Phase 1 findings suggest otherwise. The regulator found that both Vodafone and Three are viable and competitive businesses on their own, contradicting the operators’ assertions about their financial predicaments. While Vodafone and Three have highlighted their weaknesses, including financial losses and operational challenges, the CMA’s investigation indicates a strong commitment to long-term growth and investment from both operators. Additionally, the CMA raises concerns about potential anticompetitive effects, particularly regarding network-sharing arrangements. The CMA’s detailed report questions the necessity of the merger and highlights potential risks, including limitations on competition and negative impacts on consumers. Despite promises of increased investment and accelerated 5G rollout, the regulator remains skeptical about the benefits of consolidation. Overall, the CMA’s findings paint a vivid picture of the challenges and potential consequences of a Vodafone-Three merger, suggesting that major remedies may be necessary for approval. As the investigation progresses to Phase 2, the operators may need to reconsider their merger plans in light of the regulator’s concerns.  

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Madras HC Refuses to Interfere with LVB-DBS Merger, Directs RBI to Reassess Tier-II Bond Write-Off

The Madras High Court, in a ruling on April 26, declined to intervene in the 2020 merger of Lakshmi Vilas Bank (LVB) with DBS Bank India Ltd (DBIL). However, the court directed the Reserve Bank of India (RBI) to conduct a fresh valuation of the assets and shares of both entities to determine any reduction in the value of shares and to reconsider Tier-II bond write-offs. The court’s directive instructed the RBI to evaluate the shares and assets of both DBIL and LVB as of the date preceding the amalgamation. Based on this evaluation, the RBI is mandated to make a fresh decision regarding the reduction in the value of shares and the writing off of Tier-II Bonds. This ruling comes after investors contested the LVB-DBS merger, particularly challenging the Tier-II bond write-offs. While the decision is seen as partially favorable to bond and equity investors, as it requires the RBI to reassess the Tier-II bond write-off, the court’s order provides hope for further scrutiny and redressal of grievances. The bench, comprising Chief Justice Sanjay V. Gangapurwala and Justice D. Bharatha Chakravarthy, has directed the central bank to complete the reassessment process within four months. The court emphasized that the RBI should consider the concerns of shareholders and bondholders while undertaking this exercise. In a related development, the Supreme Court in March 2022 permitted Lakshmi Vilas Bank minority shareholders to transfer all cases pertaining to the LVB’s amalgamation with DBS Bank India Ltd to the Madras High Court. The High Court, in its recent ruling, urged the RBI to address shareholder and bondholder grievances and alleviate hardships arising from the compulsory amalgamation scheme to the best extent possible.  

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Sony Pictures Entertainment and Apollo Global Discuss Possible Joint Bid for Paramount Global

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Sony Pictures Entertainment and Apollo Global Management are in discussions regarding a potential joint bid for Paramount Global, according to reports from the New York Times and sources familiar with the matter. While the conversations are ongoing, several challenges must be addressed before a formal offer can be made. Apollo Global Management had previously considered solo bids for Paramount Global, including a $26 billion offer and an $11 billion offer for the Paramount Pictures film studio. However, Paramount Global is currently engaged in exclusive negotiations with Skydance Media, exploring a merger that would integrate Paramount into Skydance under the leadership of Skydance CEO David Ellison. Paramount Global has established a special committee to evaluate offers and options, expressing reservations about Apollo’s bids due to concerns about regulatory approval and the potential impact of a financial buyer on the company’s assets. The proposed joint bid between Sony and Apollo entails Sony Corp. contributing Sony Pictures Entertainment to the joint venture, with both parties providing cash to facilitate the transaction. Sony would emerge as the majority owner of the combined entity, which would also include CBS. However, structuring the deal would require careful consideration, particularly regarding FCC regulations concerning foreign ownership of broadcast TV stations, given CBS’s ownership of 28 TV stations. While a representative for Apollo has yet to comment on the discussions, a Sony spokesman declined to provide further details. If successful, the partnership between Sony and Apollo would mark a significant shift for Sony Corp., which has maintained a Hollywood presence for over three decades. This potential move comes amid ongoing speculation about Sony’s commitment to its Hollywood investment. Meanwhile, the Skydance scenario involves keeping Paramount Global as a publicly traded entity, with Skydance and RedBird Capital Partners injecting capital to alleviate its substantial debt burden. The transaction would also usher in a change in leadership, with David Ellison assuming the role of CEO. However, concerns have been raised by some shareholders regarding the potential enrichment of controlling shareholder Shari Redstone in the Skydance deal. Skydance and RedBird are reportedly planning a roadshow to garner support from common shareholders, although the addition of Sony to the negotiations may complicate matters.

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