Latest news with #shareholderRights
Yahoo
22-05-2025
- Business
- Yahoo
Apollo Capital Issues a With Prejudice Offer to MediPharm Labs and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2025 Annual Meeting
Believes the Board Continues to Take Oppressive Actions Which Fundamentally Disregard the Rights and Interests of Shareholders Asserts the Board's Unlawful, Desperate and Self-Serving Tactics Clearly Indicate That the Current Directors Will Go to Any Lengths Necessary to Entrench Themselves Requests that MediPharm Agree to Conduct the June 16th Annual Meeting Under the Oversight of an Independent Chair to Ensure Shareholders Have the Opportunity to Hold the Current Board Accountable and Elect New Leaders TORONTO, May 21, 2025 (GLOBE NEWSWIRE) -- Apollo Technology Capital Corporation ('Apollo Capital') which together with its affiliates and associates collectively is one of the largest shareholders of MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ('MediPharm', 'MediPharm Labs', or the 'Company'), owning approximately 3% of the Company's common stock, today issued a 'With Prejudice' offer to MediPharm's Board of Directors (the 'Board') in order to ensure that the rights of shareholders are protected in connection with the Company's upcoming 2025 Annual and Special Meeting of Shareholders to be held on June 16, 2025 (the "Annual Meeting"). CEO and Chairman Regan McGee of Apollo Capital commented: After disastrous Q1 2025 financial results and 22 consecutive quarters of losses, rather than assume accountability for its value-destructive decisions, we believe that the Board continues to take oppressive actions against shareholders, demonstrating that its sole priority is self-preservation and entrenchment. All indications point to the Board's desire to run a corrupt election process to ensure their victory so that they can continue to siphon the remainder of MediPharm's cash reserves into their own pockets until the Company runs out of money in November. What possible objection could they have to an independent chair running the meeting if this was not the case? This is why we have taken the step of publicly extending this offer which can be accessed at this LINK. While we expect Chairman Chris Taves (Managing Director and Head of Asia for Bank of Montreal, BMO Capital Markets) to continue to obstruct the appointment of an independent chair, Apollo Capital will not be deterred and will continue to do whatever is necessary to ensure that all shareholders have an opportunity to replace the directors whose decisions have completely destroyed shareholder value. MediPharm and its Board have consistently acted in a manner that unfairly disregards the rights and interests of shareholders by pursuing a strategy of entrenchment, obfuscation and character assassination of dissenting shareholders, improperly placing their own personal interests ahead of the interests of the Company and its shareholders, including by: Undermining and disenfranchising Apollo Capital and all other MediPharm shareholders from exercising their rights to hold the board accountable for running the Company into the ground; Making groundless public attacks on Apollo Capital, including false allegations of us acting jointly or in concert with other understandably disgruntled shareholders, and fabricating malicious and completely meritless accusations of criminal behaviour like harassment and the utterance of threats; This is nothing less than thug behaviour and a menacing attempt to deter and silence any shareholders from raising their valid concerns in a public forum. Apollo Capital urges all of our fellow shareholders to reject the Board's intimidation tactics, which are evidently geared to silencing anyone who demands change and accountability. It is sad that this is the tactic that the board has resorted to in an attempt shift attention away from their own epic failures and to discourage other shareholders from speaking out. It is Apollo Capital's belief that not accepting this offer would clearly demonstrate that the board of directors of MediPharm's only priority is self-preservation and entrenchment, improperly placing their own personal interests ahead of the law and the interests of the company and its shareholders. What possible objection could they have to a lawful and fair election with an independent Chair if this is not the case? All MediPharm stakeholders, including its employees and shareholders, deserve an independent third party running the Annual Meeting to ensure a fair, transparent and lawful process. Shareholders can visit to sign up for important campaign updates. To access Apollo Capital's Circular and related proxy materials, including a proxy or voting instruction form, visit SEDAR+ at Contacts For Shareholders:Carson ProxyNorth American Toll-Free Phone: 1-800-530-5189Local or Text Message: 416-751-2066 (collect calls accepted)E: info@ For Media:CureMediPharm@ Legal Disclosures Information in Support of Public Broadcast Exemption under Canadian Law In connection with the Annual Meeting, Apollo Capital has filed an amended and restated dissident information circular (the "Circular") in compliance with applicable corporate and securities laws. Apollo Capital has provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and the corresponding exemption under the Business Corporations Act (Ontario), and has filed the Circular, available under MediPharm's profile on SEDAR+ at The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Apollo Capital's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under MediPharm's profile on SEDAR+ at The registered office of the Company is 151 John Street, Barrie, Ontario, Canada L4N 2L1. SHAREHOLDERS OF MEDIPHARM ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge under MediPharm's profile on SEDAR+ at In addition, shareholders are also able to obtain free copies of the Circular and other relevant documents by contacting Apollo Capital's proxy solicitor, Carson Proxy Advisors Ltd. ("Carson Proxy") at 1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at info@ Proxies may be revoked in accordance with subsection 110(4) of the Business Corporations Act (Ontario) by a registered shareholder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement of the Annual Meeting is to be held, or (ii) with the chair of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting. The costs incurred in the preparation and mailing of any circular or proxy solicitation by Apollo Capital and any other participants named herein will be borne directly and indirectly by Apollo Capital. However, to the extent permitted under applicable law, Apollo Capital intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of its director nominees at the Annual Meeting. This press release and any solicitation made by Apollo Capital is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Apollo Capital who will not be specifically remunerated therefor. In addition, Apollo Capital may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Apollo Capital has entered into an agreement with Carson Proxy Advisors ("Carson Proxy") for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses. Apollo Capital has also engaged Gasthalter & Co. LP ("G&Co") to act as communications consultant to provide Apollo Capital with certain communications, public relations and related services, for which G&Co will receive a minimum fee of US$75,000 in addition to a performance fee of US$250,000 in the event that Apollo Capital's nominees make up a majority of the Board following the Annual Meeting, plus excess fees, related costs and expenses. No member of Apollo Capital nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company's affiliates. No member of Apollo Capital nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than setting the number of directors, the election of directors, the appointment of auditors and the approval of the ordinary resolution approving, among other things, the Company's amended and restated equity incentive plan dated May 8, 2025 and the unallocated awards available thereunder. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Apollo Capital and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements contained herein are made only as of the date hereof and Apollo Capital disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Apollo Capital hereafter becomes aware, except as required by applicable law.
Associated Press
20-05-2025
- Business
- Associated Press
Victoria's Secret & Co. Adopts Limited-Duration Shareholder Rights Plan
Board acted in response to substantial accumulation of stock by BBRC Protects long-term value for all shareholders REYNOLDSBURG, Ohio, May 20, 2025 (GLOBE NEWSWIRE) -- Victoria's Secret & Co. ('VS&Co' or the 'Company') (NYSE: VSCO) today announced that its Board of Directors (the 'Board') has approved the adoption of a limited-duration shareholder rights plan ('Rights Plan') to protect the best interests of all VS&Co shareholders. The Rights Plan is effective immediately and expires in one year. The Board, in consultation with its independent advisors, adopted the Rights Plan in response to the substantial accumulation of shares of VS&Co's common stock by BBRC International Pte Limited, an entity controlled by Brett Blundy (collectively with their affiliates, 'BBRC'). In deciding to adopt the Rights Plan, the Board considered, among other things, that: The Board also took note of the current period of substantial market dislocation in the retail sector and its potential impact on the trading value of the Company's shares, which the Board does not believe reflects the inherent value of VS&Co's business or its long-term prospects. 'In light of the circumstances and consistent with its fiduciary duties, the Board determined it was necessary to adopt a rights plan to protect the long-term interests of all Victoria's Secret shareholders and guard against tactics to gain control of the Company without paying all shareholders an appropriate premium for that control,' said Donna James, Chair of the Board. 'The Company has engaged in open and constructive dialogue with Mr. Blundy and other representatives of BBRC over the past three years and appreciates BBRC's investment in the Company. We value Mr. Blundy's input as a shareholder and look forward to continuing our dialogue.' James continued, 'Our Board and management team remain focused on effectively managing near-term headwinds in the macro environment, while pursuing a focused strategy to unlock the full potential of our brands and business under our new CEO Hillary Super.' The Rights Plan is intended to enable all shareholders to realize the long-term value of their investment in VS&Co and ensure they receive fair and equal treatment in the event of any proposed takeover. The Rights Plan is also intended to reduce the likelihood that any person or group gains control of the Company through open-market accumulation or other tactics without paying an appropriate control premium or providing the Board sufficient time to make informed decisions that are in the best interests of the Company and all VS&Co shareholders. The Rights Plan was not adopted in response to any specific proposal to acquire control of the Company and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the shareholders. About the Rights Plan The Rights Plan is similar to plans adopted by other publicly-traded companies. Pursuant to the Rights Plan, VS&Co is issuing one right for each share of common stock as of the close of business on May 29, 2025. The rights will initially trade with VS&Co common stock and will generally become exercisable only if any person (or any persons acting as a group) acquires 15% (or 20% for certain passive investors) or more of the outstanding common stock (the 'triggering percentage'). The Rights Plan does not aggregate the ownership of shareholders 'acting in concert' unless and until they have formed a group under applicable securities laws. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a 50% discount or VS&Co may exchange each right held by such holders for one share of common stock. Under the Rights Plan, any person that currently owns more than the triggering percentage may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board of directors to redeem the rights. The Rights Plan has a one-year term, expiring on May 18, 2026. The Board may consider an earlier termination of the Rights Plan as circumstances warrant. Further details about the Rights Plan will be contained in a Form 8-K to be filed by VS&Co with the SEC. About Victoria's Secret & Co. Victoria's Secret & Co. (NYSE: VSCO) is a specialty retailer of modern, fashion-inspired collections including signature bras, panties, lingerie, apparel, casual sleepwear, swim, lounge and sport as well as award-winning prestige fragrances and body care. VS&Co is comprised of market leading brands, Victoria's Secret and PINK, that share a common purpose of supporting women in all they do, and Adore Me, a technology-led, digital first innovative intimates brand serving women of all sizes and budgets at all phases of life. We are committed to empowering our more than 30,000 associates across a global footprint of approximately 1,380 retail stores in nearly 70 countries. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this press release or made by us, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements, and any future performance or financial results expressed or implied by such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as 'estimate,' 'commit,' 'will,' 'target,' 'goal,' 'project,' 'plan,' 'believe,' 'seek,' 'strive,' 'expect,' 'anticipate,' 'intend,' 'continue,' 'potential' and any similar expressions are intended to identify forward-looking statements. Risks associated with the following factors, among others, could affect our results of operations and financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements: Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in 'Item 1A. Risk Factors' in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2025. For further information, please contact:
Associated Press
19-05-2025
- Business
- Associated Press
TXNM Stock Alert: Halper Sadeh LLC Is Investigating Whether the Sale of TXNM Energy, Inc. Is Fair to Shareholders
NEW YORK--(BUSINESS WIRE)--May 19, 2025-- Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of TXNM Energy, Inc. (NYSE: TXNM) to Blackstone for $61.25 per share in cash is fair to TXNM shareholders. Halper Sadeh encourages TXNM shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or [email protected] or [email protected]. The investigation concerns whether TXNM and its board of directors violated the federal securities laws and/or breached their fiduciary duties to shareholders by failing to, among other things: (1) obtain the best possible consideration for TXNM shareholders; (2) determine whether Blackstone is underpaying for TXNM; and (3) disclose all material information necessary for TXNM shareholders to adequately assess and value the merger consideration. On behalf of TXNM shareholders, Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits. We would handle the action on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses. Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors. Attorney Advertising. Prior results do not guarantee a similar outcome. View source version on CONTACT: Halper Sadeh LLC One World Trade Center 85th Floor New York, NY 10007 Daniel Sadeh, Esq. Zachary Halper, Esq. (212) 763-0060 [email protected] [email protected] KEYWORD: UNITED STATES NORTH AMERICA NEW YORK INDUSTRY KEYWORD: CLASS ACTION LAWSUIT PROFESSIONAL SERVICES LEGAL SOURCE: Halper Sadeh LLC Copyright Business Wire 2025. PUB: 05/19/2025 08:44 AM/DISC: 05/19/2025 08:43 AM
Reuters
17-05-2025
- Business
- Reuters
Tesla blocks stockholders with less than 3% shares from suing officers on its behalf
May 16 (Reuters) - Tesla (TSLA.O), opens new tab blocked shareholders who own less than 3% of its shares from suing its directors or officers on behalf of the electric vehicle maker for breach of duties, according to a regulatory filing on Friday. Three percent of Tesla's shares amounts to about 97 million shares worth about $34 billion as of Friday's close. That is far higher than the nine shares owned by Richard Tornetta when he sued Tesla's CEO Elon Musk and several of its directors over his $56 billion pay package in 2018. Tesla was at the time incorporated in Delaware, where such a threshold does not exist. Musk filed an appeal in March to restore his pay package after a Delaware judge last year invalidated it, siding with Tornetta and calling it unfair to Tesla shareholders. The amendment on Thursday to the bylaws of Tesla, now incorporated in Texas, follows a new law in the state this week that allows companies to set a threshold of up to 3% shareholding for derivative lawsuits as part of "restrictive new provisions to limit abusive shareholder litigation." A derivative lawsuit is brought by a shareholder or group of shareholders on behalf of the company, against its directors or officers, alleging a breach of their fiduciary duties.
Associated Press
16-05-2025
- Business
- Associated Press
Wolf Haldenstein Adler Freeman & Herz LLP is investigating Fulgent Genetics, Inc
PLEASE CLICK HERE TO PROVIDE YOUR CONTACT INFORMATION NEW YORK, May 16, 2025 (GLOBE NEWSWIRE) -- Wolf Haldenstein Adler Freeman & Herz LLP ('Wolf Haldenstein'), a preeminent national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors of Fulgent Genetics, Inc. (NASDAQ: FLGT). Key Details: Contact Information Firm: Wolf Haldenstein Adler Freeman & Herz LLP Primary Contact: Gregory Stone, Director of Case and Financial Analysis Email: mailto:[email protected] or [email protected] Phone: (800) 575-0735 or (212) 545-4774 This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules.
