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merger

Silver Lake Resources Shareholders Approve Merger with Red 5

News on HR 1 ArdorComm Media Group 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.  

IDFC First Bank Shareholders Approve Merger with IDFC Ltd

News on HR 4 ArdorComm Media Group 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.

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

Blog on HR ArdorComm Media Group Singapore Airlines Highlights Strategic Benefits of Pending Air India-Vistara Merger

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.

UK Regulator Questions Vodafone and Three Merger Plans

News on HR 13 ArdorComm Media Group 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.  

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

News on HR 11 ArdorComm Media Group 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.  

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

News on MEA

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.

Star Bulk Completes Merger with Eagle Bulk Shipping, Solidifying Position in Dry Bulk Shipping Market

News on HR 6 ArdorComm Media Group Star Bulk Completes Merger with Eagle Bulk Shipping, Solidifying Position in Dry Bulk Shipping Market

Star Bulk Carriers Corp. (NASDAQ:SBLK), a leading player in the dry bulk shipping industry, has successfully concluded its merger with Eagle Bulk Shipping (NYSE:EGLE) Inc., marking a significant milestone in its expansion strategy. The completion of this merger, announced today, signifies Star Bulk’s commitment to enhancing its fleet capabilities and operational footprint in the global shipping market. Under the terms of the merger agreement, Eagle Bulk Shipping shareholders will receive 2.6211 shares of Star Bulk for each share held, leading to Eagle Bulk Shipping’s delisting from the New York Stock Exchange. This strategic move consolidates Star Bulk’s position as a key player in the dry bulk shipping sector. With the merger finalized, Star Bulk now boasts a fleet comprising 163 owned vessels with an aggregate capacity of 15.6 million deadweight tons (dwt). This diverse fleet, ranging from Newcastlemax to Supramax vessels, equips Star Bulk with the capacity to transport a wide range of bulk commodities including iron ore, minerals, grain, bauxite, fertilizers, and steel products. Petros Pappas, CEO of Star Bulk, expressed optimism about the merger, emphasizing its significance in establishing Star Bulk as a global leader in dry bulk shipping. Pappas highlighted the potential for growth and improved customer service resulting from the merger, which is expected to enhance Star Bulk’s scale and financial strength. In conjunction with the merger, Star Bulk has announced key appointments to its Board of Directors and leadership team. Gary Weston has joined the Board, while Bo Westergaard has been appointed to the leadership team. Additionally, Costa Tsoutsoplides will serve as interim Senior Advisor to facilitate business integration efforts. The merger process was facilitated by legal and financial advisors, with Cravath, Swaine & Moore LLP representing Star Bulk and Houlihan Lokey advising Eagle Bulk Shipping. Akin Gump Strauss Hauer & Feld LLP and Hogan Lovells US LLP provided legal counsel to Eagle and its Board of Directors, respectively. Following the merger, Star Bulk’s financial and operational metrics indicate a robust performance outlook. With a market capitalization of approximately $2.01 billion, Star Bulk demonstrates financial resilience. The company’s favorable P/E ratio and history of share buybacks reflect investor confidence in its value proposition. Moreover, Star Bulk’s anticipated profitability and attractive dividend yield make it an appealing investment opportunity for income-focused investors. While analysts anticipate a sales decline in the current year, Star Bulk’s strong historical performance underscores its long-term viability and potential for sustained growth in the dry bulk shipping market.

Fincare SFB Completes Merger with AU SFB, Bolstering Distribution Network

News on HR ArdorComm Media Group Fincare SFB Completes Merger with AU SFB, Bolstering Distribution Network

AU Small Finance Bank (AU SFB) finalized its merger with Fincare Small Finance Bank (Fincare SFB) on Monday, marking a significant consolidation within the sector and expanding AU SFB’s footprint. The all-stock merger, initially announced on October 29, 2023, concluded with shareholders of Fincare SFB receiving 579 equity shares in AU SFB for every 2,000 equity shares held in Fincare SFB. With the RBI granting final approval on March 4, 2024, the merger’s effective date is set for April 1, 2024. The amalgamation is poised to offer AU SFB enhanced access to South India, thereby augmenting its distribution network. This expanded presence will facilitate the dissemination of a diverse array of products and services to a broader customer base, fortifying the bank’s market standing in the region. Post-merger, AU SFB boasts a combined customer base of approximately 10 million, supported by 43,500 employees and a network of 2,350 physical touchpoints spanning 25 states and union territories. The bank’s deposit base stands at Rs 89,854 crore, with a balance sheet size of Rs 116,695 crore. The immediate focus now shifts towards ensuring a seamless integration over the next 9-12 months, prioritizing the delivery of exceptional banking services and value to customers. To mitigate potential disruptions, both banks, characterized by their tech-driven operations and customer-centric approach, have established a dedicated task force and equipped their call centers to address customer queries effectively. Sanjay Agarwal, MD and CEO of AU Small Finance Bank, expressed gratitude to the Government of India, the Reserve Bank of India, and regulatory authorities for their support and swift approval process. The merger, he emphasized, signifies not only the amalgamation of two entities but also the convergence of shared visions aimed at redefining banking excellence in India. The establishment of Small Finance Banks in 2015, with licenses granted to ten entities, underscores the sector’s commitment to providing basic banking services to small farmers and micro industries.

CBI Clears Air India-Indian Airlines Merger: Shiv Sena’s Raut Demands BJP Apology to Ex-PM Singh

News on HR 5 ArdorComm Media Group CBI Clears Air India-Indian Airlines Merger: Shiv Sena’s Raut Demands BJP Apology to Ex-PM Singh

The Central Bureau of Investigation (CBI) has concluded its investigation into alleged irregularities surrounding the Air India-Indian Airlines merger, filing a closure report due to lack of evidence of any wrongdoing. In response, Shiv Sena (UBT) leader Sanjay Raut has called on the Bharatiya Janata Party (BJP) to apologize to former Prime Minister Manmohan Singh for previous accusations. During the UPA era, the formation of the National Aviation Corporation of India Limited (NACIL) through the merger of Air India and Indian Airlines drew scrutiny. However, the CBI’s closure report suggests that no evidence of dishonest decisions or conspiracy has been found. Raut highlighted the BJP’s previous criticism of alleged corruption during Manmohan Singh’s tenure and insisted on an apology from the party in light of the CBI’s findings. The leasing of aircraft under NACIL, overseen by then-Union Civil Aviation Minister Praful Patel, has been a subject of investigation. However, the CBI found no evidence to support allegations of wrongdoing. Addressing reported disagreements among partners of the Maha Vikas Aghadi (MVA) coalition ahead of the upcoming Lok Sabha polls, Raut emphasized unity among allies. He announced an upcoming press conference featuring leaders from the MVA, including Uddhav Thackeray, Sharad Pawar, and Congress representatives, to address any concerns. Additionally, Raut revealed Thackeray’s participation in the Opposition INDIA bloc rally in New Delhi on March 31, aimed at safeguarding the country’s interests and democracy. This rally was organized following the arrest of Delhi Chief Minister Arvind Kejriwal by the Enforcement Directorate.

Vistara Issues Ultimatum to Pilots Over New Pay Structure Amid Merger with Air India

News on HR 3 ArdorComm Media Group Vistara Issues Ultimatum to Pilots Over New Pay Structure Amid Merger with Air India

Vistara, in the midst of its merger with Air India, has given an ultimatum to its pilots regarding a new pay structure, sparking concerns among pilots, particularly First Officers, who anticipate significant pay cuts. The ultimatum, issued just hours before the deadline to accept the new pay terms, warns of potential exclusion from the integrated airline for those who fail to comply. The new pay structure, under scrutiny by pilots, offers a minimum guaranteed flying time of 40 hours for all pilots, down from the current 70 hours. Consequently, First Officers are expected to endure a pay cut of nearly 57%. They argue that under the new terms, they would need to fly up to 76 hours to earn what they previously earned at 70 hours, while Captains and Senior Captains face less drastic reductions, needing to fly 52-55 hours and 55-60 hours, respectively, to maintain their previous salary levels. Legal experts weigh in, suggesting that changes to employment conditions post-hiring may not be legally enforceable, potentially rendering any bonds or agreements signed by pilots, particularly in relation to training loans owed to the airline, invalid. Moreover, concerns loom over the transition of some pilots to widebody aircraft from the current narrowbody Airbus A320, potentially delaying their career progression to Captain roles and impacting their earnings. With plans to halve flight operations by June and cease independent operations by October as part of the integration process with Air India, Vistara aims to conclude the merger by mid-2025. Conditional approval from regulatory bodies in Singapore and India has been secured, with further approvals pending. The ultimatum has intensified tensions between Vistara and its pilots, highlighting the complexities and challenges associated with mergers and restructuring within the aviation industry.