Valuetrader
2 days ago
Proposal 1: Approval of the proposal to adopt and approve the merger agreement requires each of the
following affirmative votes of UCPβs stockholders:
x First, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the outstanding shares of common stock entitled to vote at the special
meeting; and
x Second, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the shares of common stock held by Unaffiliated Stockholders who are
present and entitled to vote at the special meeting.
In addition, completion of the
Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible
to vote at the meeting of shareholders to be held to approve the Merger, other than shares of UCP held by Making
Science and its affiliates, including any shares held by MSMA (the βMinority Shareholder Approvalβ).
Winegeeker
2 days ago
By reading proxy docs we are screwed
As of the record date, Making Science owns, indirectly through its affiliates in the aggregate, 1,231,881,346 shares of common stock, representing approximately 76.14% of shares outstanding on the record date. Pursuant to the Merger Agreement, Making Science is obligated to vote all of their shares of common stock (1) "FOR" the adoption and approval of the merger agreement; and (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.
trades4you
5 days ago
From page 5... does not voting mean you automatically vote against proposal?
"If your shares are held through a bank, broker or other nominee, you are considered the βbeneficial ownerβ of shares
of common stock held in βstreet name.β If you hold your shares in βstreet name,β you should instruct your bank,
broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive
from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals
to be considered at the special meeting without your instructions. Without your instructions, your shares will not be
counted for purposes of a quorum or voted at the meeting, and that will have the same effect as voting against the
adoption and approval of the merger agreement."
lakers17
6 days ago
Email sent by ETrade tonight to vote in the UCPA situation. Two questions to be answered. UCPA board recommendation says to vote for it. Do we vote against?
1. To approve the proposal to adopt and approve the Agreement and Plan of Merger, dated as of June 11, 2024, as it may be amended from time to time, by and among the Company, Making Science Marketing & Adtech SLU, and MS Merger Sub, Inc., as more particularly described in the Proxy Statement accompanying the Notice of Meeting.
Board Recommendation:
For
2. To approve the proposal to adjourn the Special Meeting of Stockholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Special Meeting of Stockholders.
Board Recommendation:
For
Valuetrader
2 weeks ago
Three Kronor Media Nordics | a Making Science Company
3,241 followers
9 h
We are very proud to be involved in launching a new print campaign together with Doctors Without Borders , UNICEF , Rädda Barnen - Save the Children Sweden and the Red Cross. The aim of the campaign is to call on the public to contribute to the aid organizations that are doing invaluable work in Gaza.
Isak Hagen , project manager at Doctors Without Borders , puts it well: "The important thing is not who does the job, but that the job gets done.". With the campaign, we hope to inspire cooperation and to focus on reducing suffering and saving lives, regardless of organization ❤️ Learn more about the campaign here 👉 https://lnkd.in/dZhdaqSe
Isak Hagen
Marketing Project Manager | Doctors Without Borders / MSF
👑👑👑 - it's so much fun working with you! Grateful also for New Normal which stands for both idea & execution 🔥
https://se.linkedin.com/showcase/trekronormedianordics/?trk=public_post_feed-actor-name
Valuetrader
2 weeks ago
https://www.makingscience.com/wp-content/uploads/2024/05/2024-05-06-Alantra-Full-Report.pdf
3) ... and leaves the door open for a new capital increase
In this context, MAKS
aims to raise up to β¬7m
of fresh capital (9% of
total) to fund more M&A,
strengthen the B/S and
increase free float
Considering the very positive operational context, Making Science aims to raise up to β¬7m of new
equity, equivalent to up to 9% of total capital, with the idea of: 1) funding small M&A (the remaining
minorities or other); 2) maintaining the B/S in check; and 3) increasing the free float and liquidity.
In more detail:
1) In 2023, Making Science acquired Celsiusβ remaining minorities for c.β¬4m (β¬2.5m cash and
β¬1.5m earnouts), and we expect that Making Science would eventually look to acquire the
remaining minorities in Ad-Machina and Tre Kronor.
Ad-Machina is the owner of ad-tech technology specialised in search engine optimization for
campaigns (the technology mostly allows for the improvement of conversion rates). Making
Science acquired a 51% stake in mid-21 for β¬1m, and has a call option to acquire the remaining
49% stake (19% in 2024 and 30% in 2025). The technology acquired has been a complete
success, as it has been easier to escalate within Making Science and incorporate into the
latterβs growing client portfolio, thus enhancing the product offering and boosting returns.
Tre Kronor is a media agency based in the Nordics and is owned by UCP which is listed in the
US. Making Science acquired a 70% stake in UCP in early 2022 for β¬1.3m cash, 133k shares
worth β¬2.9m and a β¬5.9m earnout. Later on, in August-2023, Making Science acquired an
additional 6.3% stake. The broadening of Tre Kronorβs service portfolio with Making Scienceβs
capabilities has been very successful to date: based on the strong Q1, we expect Tre Kronor
to generate β¬1.6-1.7m EBITDA in 2024, which would imply >25% CA
Valuetrader
2 weeks ago
How Mergers and Acquisitions Are Valued
Both companies involved on either side of an M&A deal will value the target company differently. The seller will obviously value the company at the highest price possible, while the buyer will attempt to buy it for the lowest price possible. Fortunately, a company can be objectively valued by studying comparable companies in an industry, and by relying on the following metrics.
Price-to-Earnings Ratio (P/E Ratio)
With the use of a price-to-earnings ratio (P/E ratio), an acquiring company makes an offer that is a multiple of the earnings of the target company. Examining the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.
Enterprise-Value-to-Sales Ratio (EV/Sales)
With an enterprise-value-to-sales ratio (EV/sales), the acquiring company makes an offer as a multiple of the revenues while being aware of the price-to-sales (P/S ratio) of other companies in the industry.
Discounted Cash Flow (DCF)
A key valuation tool in M&A, a discounted cash flow (DFC) analysis determines a company's current value, according to its estimated future cash flows. Forecasted free cash flows (net income + depreciation/amortization (capital expenditures) change in working capital) are discounted to a present value using the company's weighted average cost of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.