Apex Capital Trust Submits Competing Bid for The Purchase of Paramount
2024年7月31日 - 11:32PM
ビジネスワイヤ(英語)
Bid includes an all-cash offer of up to $43
Billion
In the after-market hours on July 12, 2024, Apex Capital Trust,
a conglomerate of financial institutions and financial services
providers, submitted a competing offer to purchase Paramount Global
shares (“Paramount”). The economic terms of the competing offer
submitted by Apex include an all-cash offer with a total commitment
of up to $43 Billion.
The offer was sent to National Amusements, Inc. (“NAI”) and to
an investment firm retained by the Special Committee of Paramount’s
Board on an exclusive basis to facilitate the “go-shop” provision
of Paramount’s agreement with Skydance. Under the “go-shop”
provision, Paramount has until August 21, 2024, to identify and
evaluate competing offers that could be superior to Skydance’s
deal.
“We are confident in the expertise of the investment firm and
their willingness to move expeditiously and efficiently to evaluate
this offer and submit it to the Special Committee of the Board of
Paramount as a proposal that is substantially superior to the
Skydance deal,” said Tatiana Logan, General Counsel for Apex Trust.
“Paramount and its assets are a national treasure, and we intend to
treat them accordingly. Paramount's global future is bright, but it
requires resources, which we have and are enthusiastic to deploy,
making it a win-win situation for all of Paramount’s
stakeholders.”
Specifically, Apex offered:
- To purchase 100% of the capital stock of NAI for a price that
combines the value of NAI’s shares of Paramount’s Class A and Class
B Common Stock at $35.03 and $23.28 per share, respectively, and an
additional amount for other assets held by NAI, subject to fair
market valuation of those assets.
- To purchase 100% of the remaining Class A Common Stock shares
from shareholders other than NAI at $35.03 per share (representing
a 33% premium over the 52-week high price for Class A shares as
quoted on NASDAQ as of the offer date).
- To purchase from each shareholder (other than NAI) with Class B
shares 69% or more (at the shareholder’s election) of such
shareholder’s Class B shares at $23.28 per share, representing a
33% premium over the 52-week high price for these shares as quoted
on NASDAQ as of the date of the offer.
- To assume Paramount’s debt totaling approximately $15.8
Billion.
- To pay the break-up fee of $400,000,000 to Skydance.
The offered purchase price is contingent on Paramount retaining
all its assets through closing (i.e., direct and indirect
subsidiaries, affiliates, and material contracts).
In its offer, Apex emphasized that its priority in this
transaction was to minimize personnel disruption and, to the extent
possible, preserve Paramount’s existing workforce, whose efforts
will be required to implement Apex’s business plan.
Apex also committed to infusing approximately $10 Billion into
Paramount’s working capital post-closing for purposes of
implementing its business plan for Paramount designed to achieve
the following strategic goals:
- Content creation, acquisition, protection and monetization
- Cutting-edge innovation, technology, and AI, including quantum
computing
- Consumer focus
- Global expansion
- The hiring of additional team members
The leading investment firm facilitating the go-shop process has
acknowledged receipt of this offer from Apex Trust. Apex is now
looking forward to discussing the next steps in the offer
discussion process.
Apex Capital Trust
Apex Capital Trust is a multinational holding company and a
qualified institutional investor in key finance and fintech
sectors. Apex holds a significant stake in banks, credit unions,
trust companies, escrow and trustee services providers, investment
advisory, financial and tax planning companies, corporate
management and fiduciary services providers, fund administrators,
credit card processing centers, cryptocurrency issuer, blockchain
technology and digital asset management company, financial literacy
program provider, identity theft protection company, and actively
producing gold mines in the US, Canada, and Mexico.
Apex Trust has been expanding its investments in the high-tech
industry by developing its proprietary technology and investing in
other tech companies. Apex’s proprietary biometric technology is
utilized on credit, debit, or other identification cards to
significantly reduce or eliminate identity theft or other
credit/debit card fraud. Apex has also developed proprietary
technology for phone-to-phone sharing of battery charge and remote
phone recharging. In a related investment, Apex Trust has acquired
40% ownership of Simmtronics, a multinational technology company
manufacturing phones and other electronic devices, ranked #3
worldwide in tablet PCs, after Apple and Samsung. Apex intends to
continue increasing its investments in the telecommunications and
media sectors.
For more information , please visit www.apexcapitalbank.com,
www.gbstus.com, www.genesistrust.io, www.iondigitalcorp.com,
www.lifelock.norton.com, https://simmtronics.co.in or contact us at
gc@apexcapitalmegatrust.com
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212.805.3062 sweiss@rubensteinpr.com