Category Archives: Corporate Finance

Dawson Geophysical And TGC Industries Announce Filing Of Definitive Proxy Materials And Commencement Of Mailing Definitive Proxy Materials To Their Respective Shareholders

Dawson Geophysical Company (Dawson) (DWSN) and TGC Industries, Inc. (TGC) (TGE) today announced that TGC has filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission (SEC), and that Dawson and TGC have commenced mailing of definitive proxy materials in connection with the proposed strategic business combination between Dawson and TGC.

In connection with the proposed merger, Dawson and TGC will each hold special meetings of their respective shareholders on Monday, February 9, 2015.  The special meeting of Dawson shareholders will be held at 3:00 p.m. central time at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas and the special meeting of TGC’s shareholders will be held at 2:00 p.m. central time at the offices of Haynes and Boone, LLP at 2323 Victory Avenue, Suite 700, Dallas, Texas.  Shareholders of record as of the close of business on December 29, 2014, will be entitled to vote at the special meetings.

Stephen Jumper, President and Chief Executive Officer of Dawson, said: “We believe the strategic business combination of these two companies, with over 100 years of existence in the seismic data acquisition industry between them, is in the best interest of the combined shareholders, clients and employees. The combined company puts together two management teams, each with a history of navigating the cyclical nature of the industry, maintaining a strong, conservative balance sheet, and having industry leading technology and talented expertise in various areas of operation.”

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Caesars Entertainment’s New Corporate Structure and Governance

Restructuring

Caesars Entertainment’s (CZR) operating unit, Caesars Entertainment Operating Company (or CEOC), will restructure as a separate operating company (or OpCo) and property company (or PropCo), with a real estate investment trust (or REIT) directly or indirectly owning and controlling PropCo.

PropCo will own all of CEOC’s real property. A separate subsidiary of PropCo will own all the assets of Caesars Palace Las Vegas (or CPLV).

CEOC’s board composition

OpCo will have three board members, with CZR appointing either two or three such members, depending on whether it owns 90% or more of the equity. If CZR appoints all three members, then one member will be independent.

The REIT will have seven board members, with the holders of the first lien notes appointing either six or seven of the members, depending on whether the first lien note holders own 90% or more of the equity.

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Benzinga’s Weekend M&A Chatter

The following are the M&A deals, rumors and chatter circulating on Wall Street for Friday January 2 through Sunday January 4, 2014

Perfect World Reports Chairman’s Preliminary Non-Binding ‘Go-Private’ Offer of $20/ADS

The Offer:
Perfect World Co., Ltd. (NASDAQ: PWRD) announced Friday, that its board of directors has received a preliminary non-binding proposal from its founder and chairman, Mr. Michael Yufeng Chi, to acquire all of the outstanding shares of Perfect World he does not currently own, in a going private transaction for $20.00 per ADS ($4.00 per ordinary share) in cash.

Perfect World’s Board has formed a special committee of independent directors to consider the proposal.

Perfect World shares closed Friday at $19.25, up 22%.

Kindred Acquires Centerre Healthcare for $195M

The Deal:
Kindred Healthcare, Inc. (NYSE: KND) announced Friday, that it has completed the previously announced acquisition of Centerre Healthcare Corporation for approximately $195 million in cash.

Kindred Healthcare shares closed Friday at $17.77, down more than 2%.

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China’s M&A mission to reach for the stars

According to Yahoo Finance, in 2010, Metro-Goldwyn-Mayer, the storied Hollywood studio behind classics from The Wizard of Oz and James Bond to The Hobbit, filed for Chapter 11 bankruptcy protection. It was the classic victim of a leveraged buyout from a group including Providence Equity Partners and TPG Capital, alongside Sony and Comcast.

The Hobbit

Now it is rumoured to be the target of another group of investors with a lot of capital in their pockets — this time the Chinese. Mainland companies such as Dalian Wanda and Fosun, a conglomerate, are both flush with cash. Dalian Wanda just went public in Hong Kong raising almost $4bn in the process and Fosun has access to the coffers of its Portuguese insurer among other sources of money.

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KKR sells remaining stake in Alliance Boots

According to Yahoo Finance, KKR today announced the sale of its remaining stake in Alliance Boots to Walgreens Boots Alliance, Inc., the new holding company of Walgreen & Co., following the exercise by Walgreens of the call option to acquire the remaining 55% of Alliance Boots as the second step of the overall transaction. In August 2012, Walgreens acquired 45% of Alliance Boots in the first step of the overall transaction.

Dominic Murphy, Member, Head of KKR operations in the United Kingdom commented: “The investment in Alliance Boots adds to our track record of partnering with European entrepreneurs to build global companies and industry leaders. Since Alliance Boots was taken private in 2007, a strong investment program has led to a transformation of the company, both at the retail and distribution side, and to a strong international expansion across Europe, the Middle East and Asia. In 2012, we created, together with Walgreens, the world’s largest pharmacy-led health and wellbeing enterprise. Since then, Alliance Boots and Walgreens have made strong progress in executing on all synergies and plans, allowing the announcement today of the full combination.””

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Walgreens and Alliance Boots Complete Step 2 of Merger to Form First Global Pharmacy-Led, Health and Wellbeing Enterprise

Walgreen Co. and Alliance Boots GmbH today completed Step 2 of their strategic partnership to form Walgreens Boots Alliance, Inc. (Nasdaq:WBA), finalizing the two-step merger launched in 2012 to create the world’s first global pharmacy-led, health and wellbeing enterprise.

Under a reorganization merger agreement approved earlier this week by Walgreens shareholders, Walgreens is now a wholly owned subsidiary of Walgreens Boots Alliance, Inc. Existing shares of Walgreens common stock were converted automatically into shares of Walgreens Boots Alliance common stock on a one-for-one basis. Walgreens Boots Alliance common stock will trade on the Nasdaq stock exchange under the symbol WBA.

The new global enterprise combines Walgreens, the largest drugstore chain in the USA; Boots, the market leader in European retail pharmacy; and Alliance Healthcare, the leading international wholesaler and distributor. Together, Walgreens Boots Alliance spans more than 25* countries, with over 12,800* stores, over 370,000* employees and more than 340* pharmaceutical distribution centers serving more than 180,000† pharmacies and other points of care. The merger also brings together a unique brand portfolio of outstanding retail, wholesale, service and product brands, alongside the world’s largest pharmaceutical wholesale and distribution network. Walgreens Boots Alliance will be domiciled in the United States and headquartered in Deerfield, Ill.

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Acquisition of Securities of Caza Gold Corp.

Polygon Mining Opportunity Master Fund (the “Fund“), today announced that it has completed the acquisition of 88,160,000 units of Caza Gold Corp. (the “Company“), each unit consisting of one common share of the Company and one common share purchase warrant entitling the holder to purchase one common share at a price of $0.05 per share until December 30, 2019, for an aggregate purchase price of CAD$4,408,000 (the “Investment“) by way of private placement pursuant to a definitive investment agreement (the “Investment Agreement“) entered into on December 18, 2014 between the Fund and the Company. A copy of the Investment Agreement can be found on the Company’s profile at www.sedar.com. The Fund is a Cayman Islands exempted company that operates as a private investment fund which invests primarily in mining companies and other mineral related businesses and opportunities.

Pursuant to the Investment and the acquisition of the common shares and warrants thereto, the Fund acquired 88,160,000 common shares and 88,160,000 warrants. Immediately prior to the completion of the Investment, the Fund beneficially owned or exercised control over 21,342,499 common shares and 20,833,333 warrants entitling the holder to purchase one common share. Accordingly, the Fund beneficially owned or exercised control over approximately 49.0% of the issued and outstanding common shares of the Company on a non-diluted basis and approximately 65.5% of the issued and outstanding common shares of the Company on a partially-diluted basis (assuming the exercise of its warrants). The Fund now beneficially owns or exercises control over approximately 78.9% of the issued and outstanding common shares of the Company on a non-diluted basis and, upon exercise of all of its warrants, approximately 88.2% of the issued and outstanding common shares of the Company on a partially-diluted basis.

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