Latest news with #BusinessCombination
Associated Press
5 days ago
- Business
- Associated Press
Titan Pharmaceuticals Announces Filing of Registration Statement for Proposed Business Combination with TalenTec Sdn. Bhd.
NEW YORK, June 03, 2025 (GLOBE NEWSWIRE) -- Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ('Titan' or the 'Company') announced today the filing by Black Titan Corporation with the U.S. Securities and Exchange Commission ('SEC') of a registration statement on Form F-4 in connection with the proposed combination of Titan and TalenTec Sdn. Bhd. (f/k/a KE Sdn. Bhd.) ('TalenTec'), which includes Titan's preliminary proxy statement (the 'Form F-4') As previously announced on August 19, 2024, Titan and TalenTec have entered into a Merger and Contribution and Share Exchange Agreement (the 'Merger Agreement') regarding a business combination, pursuant to which Titan will be combined with TalenTec in a 'reverse merger' transaction (the 'Business Combination'). The Form F-4 was filed by Black Titan Corporation, the holding company under which the businesses will combine, and is available through the SEC's website at under the name 'Black Titan Corporation.' The registration statement has not been declared effective by the SEC and the information in the preliminary proxy statement/prospectus is not complete and may be changed. The Business Combination is subject to approval by Titan stockholders and the satisfaction of other customary closing conditions and is expected to close in the third quarter of 2025 although there can be no assurance thereof. Important Information About the Business Combination and Where to Find It This communication is being made in respect of the proposed Business Combination transaction between Titan and TalenTec. The proposed transaction will be submitted to the stockholders of Titan for their consideration and approval. In connection with the proposed transaction, Black Titan Corporation has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a 'Proxy Statement/Prospectus'). After the registration statement has been declared effective by the SEC, a definitive Proxy Statement/Prospectus will be mailed to Titan's stockholders as of a record date to be established by Titan's board of directors for voting on the Business Combination. Titan may also file other relevant documents regarding the Business Combination with the SEC. Titan's stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Titan's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Titan, TalenTec and the Business Combination. Stockholders of Titan may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC, without charge, at the SEC's website located at or by directing a request to: Titan's Chief Executive Officer at 10 East 53rd St., Suite 3001, New York, NY 10022. Participants in the Solicitation Titan, TalenTec and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Titan's stockholders in connection with the potential transactions described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Titan's and TalenTec's officers and directors in the registration statement on Form F-4 to be filed with the SEC and will also be contained in the Proxy Statement/Prospectus relating to the proposed transactions when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above. Forward-Looking Statements The disclosure herein may contain 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's current expectations include, without limitation, Titan's expectations with respect to future performance, ability to consummate the Business Combination and ability to recognize the anticipated benefits of the Business Combination; costs related to the proposed Business Combination; the satisfaction of the closing conditions to the Business Combination; the timing of the closing, if any, of the Business Combination; global economic conditions; geopolitical events and regulatory changes; and other risks and uncertainties indicated from time to time in filings with the SEC. Additional information concerning these and other risk factors is contained in Titan's most recent filings with the SEC and will be contained in the Form F-4 and other filings to be filed as result of the transactions described above. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. No Offer or Solicitation This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Media & Investor Contacts: Chay Weei Jye Chief Executive Officer (786) 769-7512
Business Wire
19-05-2025
- Business
- Business Wire
Blaize to Participate at Upcoming Ladenburg Thalmann Technology Expo
EL DORADO HILLS, Calif.--(BUSINESS WIRE)--Blaize Holdings, Inc. (NASDAQ:BZAI), a leader in energy-efficient AI inference at the edge for physical systems, today announced that the company will participate in the Ladenburg Thalmann Technology Expo in New York on Wednesday, May 21, 2025. At the Ladenburg Technology Expo, Blaize will present its edge AI strategy and business model, highlighting successful real-world deployments with customers across smart infrastructure, defense, and industrial markets. About Blaize Blaize provides a full-stack programmable processor architecture suite and low-code/no-code software platform that enables AI processing solutions for high-performance computing at the network's edge and in the data center. Blaize solutions deliver real-time insights and decision-making capabilities at low power consumption, high efficiency, minimal size and low cost. Headquartered in El Dorado Hills (CA), Blaize has more than 200 employees worldwide with teams in San Jose (CA) and Cary (NC), and subsidiaries in Hyderabad (India), Leeds and Kings Langley (UK), and Abu Dhabi (UAE). To learn more, visit or follow us on LinkedIn and on X at @blaizeinc. Cautionary Statement Regarding Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the 'Exchange Act') that are based on beliefs and assumptions and on information currently available to Blaize, including statements regarding the industry in which Blaize operates, market opportunities, and product offerings. In some cases, you can identify forward-looking statements by the following words: 'may,' 'will,' 'could,' 'would,' 'should,' 'expect,' 'intend,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'project,' 'potential,' 'continue,' 'ongoing,' 'target,' 'seek' or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the expected benefits of Blaize's business combination with BurTech Acquisition Corp. (the 'Business Combination') are not obtained; (iii) the ability to continue to meet stock exchange listing standards following the consummation of the Business Combination; (iv) the risk that the Business Combination disrupts current plans and operations of Blaize as a result of the consummation of the Business Combination; (v) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vi) costs related to the Business Combination; (vii) changes in applicable law or regulations; (viii) the outcome of any legal proceedings that may be instituted against Blaize; (ix) the effects of competition on Blaize's future business; (x) the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; (xi) the enforceability of Blaize's intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xii) those factors discussed under the heading 'Risk Factors' in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on April 15, 2025 and other documents filed by Blaize from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. Blaize does not give any assurance that it will achieve its expectations. The financial projections in this release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Blaize's control. While such projections are necessarily speculative, Blaize believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this press release should not be regarded as an indication that Blaize, or its representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events. The independent registered public accounting firm of Blaize has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this press release and, accordingly, has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release.
Yahoo
19-05-2025
- Business
- Yahoo
Blaize to Participate at Upcoming Ladenburg Thalmann Technology Expo
EL DORADO HILLS, Calif., May 19, 2025--(BUSINESS WIRE)--Blaize Holdings, Inc. (NASDAQ:BZAI), a leader in energy-efficient AI inference at the edge for physical systems, today announced that the company will participate in the Ladenburg Thalmann Technology Expo in New York on Wednesday, May 21, 2025. At the Ladenburg Technology Expo, Blaize will present its edge AI strategy and business model, highlighting successful real-world deployments with customers across smart infrastructure, defense, and industrial markets. About Blaize Blaize provides a full-stack programmable processor architecture suite and low-code/no-code software platform that enables AI processing solutions for high-performance computing at the network's edge and in the data center. Blaize solutions deliver real-time insights and decision-making capabilities at low power consumption, high efficiency, minimal size and low cost. Headquartered in El Dorado Hills (CA), Blaize has more than 200 employees worldwide with teams in San Jose (CA) and Cary (NC), and subsidiaries in Hyderabad (India), Leeds and Kings Langley (UK), and Abu Dhabi (UAE). To learn more, visit or follow us on LinkedIn and on X at @blaizeinc. Cautionary Statement Regarding Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on beliefs and assumptions and on information currently available to Blaize, including statements regarding the industry in which Blaize operates, market opportunities, and product offerings. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the expected benefits of Blaize's business combination with BurTech Acquisition Corp. (the "Business Combination") are not obtained; (iii) the ability to continue to meet stock exchange listing standards following the consummation of the Business Combination; (iv) the risk that the Business Combination disrupts current plans and operations of Blaize as a result of the consummation of the Business Combination; (v) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vi) costs related to the Business Combination; (vii) changes in applicable law or regulations; (viii) the outcome of any legal proceedings that may be instituted against Blaize; (ix) the effects of competition on Blaize's future business; (x) the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; (xi) the enforceability of Blaize's intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xii) those factors discussed under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on April 15, 2025 and other documents filed by Blaize from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. Blaize does not give any assurance that it will achieve its expectations. The financial projections in this release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Blaize's control. While such projections are necessarily speculative, Blaize believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this press release should not be regarded as an indication that Blaize, or its representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events. The independent registered public accounting firm of Blaize has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this press release and, accordingly, has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release. View source version on Contacts Investor Contact ir@ Media Contact Leo Merleinfo@
Cision Canada
08-05-2025
- Business
- Cision Canada
WHITECAP RESOURCES INC. AND VEREN INC. ANNOUNCE RECEIPT OF FINAL ORDER FOR PLAN OF ARRANGEMENT
CALGARY, AB, May 8, 2025 /CNW/ - Whitecap Resources Inc. (" Whitecap") (TSX: WCP) and Veren Inc. (" Veren") (TSX: VRN) (NYSE: VRN) are pleased to announce that the Court of King's Bench of Alberta has granted the final order in connection with the previously announced plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the " Business Combination"), pursuant to which Whitecap will acquire all of the issued and outstanding common shares of Veren. Under the terms of the Business Combination, Veren shareholders will receive 1.05 common shares of Whitecap for each Veren common share held. Approval of the Whitecap shareholders and the Veren shareholders in connection with the Business Combination was obtained on May 6, 2025 at special meetings of Whitecap shareholders and Veren shareholders, respectively. Subject to the satisfaction or waiver of the conditions to implementing the Business Combination as set out in the business combination agreement dated March 9, 2025 between Whitecap and Veren, the Business Combination is anticipated to be completed on May 12, 2025 and Veren's common shares are expected to be delisted from the Toronto Stock Exchange (" TSX") at close of markets on May 13, 2025. U.S. INVESTOR CONSIDERATIONS Assuming that the Business Combination closes before markets open on Monday, May 12, 2025 as is currently planned, Veren's common shares will cease trading on the New York Stock Exchange (" NYSE") at such time. Whitecap's common shares will not be listed on the NYSE and Whitecap intends to terminate any reporting obligations it may have with the Securities and Exchange Commission (" SEC") as a result of this transaction. Investors in the United States should consult their own advisors regarding any implications of owning shares of an issuer that is not listed on a U.S. exchange or reporting with the SEC. NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to current expectations about the future, based on certain assumptions made by Whitecap and Veren. Although Whitecap and Veren believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this press release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including the expected acquisition by Whitecap of the common shares of Veren; the expected closing date of the Business Combination; the ability of the parties to satisfy the other conditions to, and to complete, the Business Combination; the expected delisting of Veren's common shares from the TSX and the cease of trading of Veren's common shares on the NYSE and the anticipated timing thereof; and the intention of Whitecap to terminate any reporting obligations it may have with the SEC. Readers are cautioned not to place undue reliance on forward-looking information as Whitecap's and Veren's actual results may differ materially from those expressed or implied. Neither Whitecap nor Veren undertake any obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Whitecap and Veren and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this press release is based include: successful closing of the Business Combination, including satisfying conditions to closing, within expected timelines. Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause Whitecap's or Veren's actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of Whitecap and Veren dated March 28, 2025, which is available on Whitecap's and Veren's SEDAR+ profiles at SOURCE Whitecap Resources Inc.
