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Samsonite Corporation, one of the world's largest designers, manufacturers, distributors and marketers of luggage, casual bags, business cases and travel-related products announced today that it has entered into a definitive merger agreement to be acquired by funds managed and advised by CVC Capital Partners ("CVC"), a leading global private equity firm. The all-cash transaction is valued at approximately $1.7 billion, including the assumption of debt.
Under the terms of the agreement, CVC will acquire all of the outstanding common stock of Samsonite for $1.49 per share in cash.
The transaction was unanimously approved by the Board of Directors of Samsonite.
Entities controlled by Ares Management LLC, Bain Capital Partners, LLC and Teachers' Private Capital, the private investment arm of Ontario Teachers' Pension Plan, ("Principal Shareholders") who collectively own approximately 85% of Samsonite's common stock, have agreed to approve the transaction and have entered into a written consent and voting agreement with CVC in this regard. The written consent and voting agreement provides, among other things, that the Principal Shareholders will deliver written consents approving the merger.
The transaction is expected to close during the fourth quarter of 2007 and is subject to customary closing conditions, including regulatory review in the US and Europe. CVC has received certain funds debt financing commitments from third-party financing sources and, accordingly, closing is not subject to the receipt of financing.
Marcello Bottoli, CEO of Samsonite, said: "We believe that this transaction delivers excellent value to all our shareholders. I am excited to continue our successful journey to create the world's leading travel lifestyle brand together with CVC Capital Partners." A representative for the Principal Shareholders commented: "Ares Management LLC, Bain Capital and Ontario Teachers' Pension Plan would like to thank Marcello Bottoli, the rest of the management team and the employees of Samsonite for their significant efforts during our ownership period in transforming the company into the world's leading premium, global travel brand. We wish Samsonite and its new owners continued success." Hardy McLain and Luigi Lanari of CVC stated, "CVC Capital Partners is delighted to have reached agreement to acquire Samsonite, the world's leading travel lifestyle brand. We look forward to working with Marcello Bottoli and his team to realise the full potential of the brand. China and India present particularly interesting opportunities for growth." Merrill Lynch International acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to Samsonite in connection with the transaction. Kirkland & Ellis LLP acted as legal advisor to the Principal Shareholders in connection with the transaction. UBS and Lehman Brothers Inc. acted as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP and SJ Berwin LLP acted as legal advisors to CVC.
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Organetix Inc. (OTCBB: OGTX)
Organetix Inc. has announced today the execution of a Letter of Intent ("LOI") to acquire New York based media firm Kid Fitness, Inc. ("Kid Fitness"). Under terms of the Letter of Intent (valid for 180 days), shareholders of Organetix would end up with 36% of the combined company, subsequent to the proposed merger. All future financing activities will be mutually dilutive. Both management teams are committed to working towards a definitive merger agreement ("definitive") as quickly as possible.
Kid Fitness has developed interactive media based programs to effectively combat the growing national health concern known as Child Obesity. The Company has a multi year contract with American Public television, a national program distributor for PBS (Public Broadcast System). Kid Fitness has just completed series 200 which consists of 13 episodes produced in high definition, and is now available in more than 82 million American households. Each episode consists of fictional animal characters (i.e. Brenda the Butterfly, Markey the Monkey) that simulate various exercises with animal movements and provide children with a fun and informative interactive experience.
The Kid Fitness (PBS) series was directed by Emmy-award winning director Steve Feldman, who was honored for "Outstanding Director in a Children's Series" in 2002. Mr. Feldman previously directed episodes of Barney, Sesame Street, and Lazytown. The Kid Fitness writing team consists of Emmy-award winner, Mallory Louis, award winning writer Lynn Kestin-Sessler, and the highly experienced Mark Valenti. To learn more about the Kid Fitness television series and fictional characters, please visit the Company's interactive website at www.kidfitnesstv.com.
In addition Kid Fitness has to date partnered with the National Association of Sports & Physical Education ("NASPE"). NASPE is the country's preeminent authority for physical education and a recognized leader in sports and physical activity. With the help of NASPE, Kid Fitness has developed a 7 minute activity break to be used in public school classrooms across the United States. This exercise program satisfies the Federally mandated 7 minute daily fitness break, throughout U.S. public schools. In early 2007 Kid Fitness rolled out its 7 minute fitness program into all New York City public school classrooms (Kindergarten through 2nd Grade).
In 2004, the federal government mandated "wellness policies" to increase physical activity for children throughout the school day. During 2007, school districts are required to have wellness policies in place. By the end of 2008, Kid Fitness, Inc. anticipates that its 7 minute fitness break could be used by as many as 500,000 classrooms nationwide. This provides the company with potentially significant branding and revenue opportunities.
Earlier this year, Kid Fitness and the New York Mets launched a multi- faceted partnership including the first Kid Fitness day at Shea stadium prior to a Sunday afternoon baseball game. More than 12,000 children participated in Kid Fitness day and it was a resounding success. This partnership provides Kid Fitness with an excellent opportunity to showcase and build its brand recognition within the world of professional sports.
Kid Fitness expects to consummate additional partnerships over the course of the next few months. In addition the Company is in negotiations with sponsors for both its PBS television series as well as the classroom fitness kits. The long term goal of the Company is to create a strong and trusted brand, synonymous with the health and well being of children. Once fully funded, the Company plans to introduce new product lines leveraging the strength and value of the Kid Fitness brand.
Organetix CEO Seth M. Shaw stated, "We are very pleased to have signed this LOI with a truly exciting and well positioned business as Kid Fitness. The Company has established key alliances with exceptionally credible and important partners. The greatest potential long term value is the ability of the Company to further build the strength of the Kid Fitness brand through additional alliances and securing the right corporate sponsors. Management will work hard towards completing the definitive merger agreement later this month, although there can be no guarantees a final agreement will be reached."
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BrainStorm Cell Therapeutics (OTCBB: BCLI)
BrainStorm Cell Therapeutics, a leading developer of adult stem cell products, announced on 7/3/07 that it has entered into an agreement to raise up to $5 million from ACCBT Corporation, a company under the control of Mr. Chaim Lebovits.
The investments by ACCBT Corporation will be made in installments, providing the Company with the working capital resources that it needs as it operates its business, advances and further develops its technologies and research. Assuming ACCBT Corporation completes all of the contemplated investments in the Company, ACCBT Corporation will acquire and own a majority of the outstanding common stock and warrants to purchase common stock of the Company. The closing of the first investment installment is subject to the Company first satisfying certain conditions, including customary closing conditions, which are expected to be completed by August 30, 2007. Subsequent installments are subject to discretion of ACCBT corporation .
The Company also announced that it has appointed Mr. Chaim Lebovits as its President to lead the Company. Mr. Lebovits is an internationally known and respected businessman and leader, and the owner of ACC holdings, a holding company acting in the field of gas and oil development fields, gold mining and infrastructure. ACC has three subsidiaries, (i) C&L, which focuses on oil production in West Africa and operates an oil and gas field with proven reserves of 20 million barrels of oil and an option to discover up to an additional 100 million barrels of oil; (ii) ACC, which holds 10 permits for gold exploration in Burkina Faso; and (iii) ACCBT, which focuses on new and emerging biotechnologies. Mr. Lebovits has been at the forefront of mining and natural resource management in the African region for close to a decade. He has spent years leading the exploration and development of resources on behalf of world-leading firms. In this capacity he has negotiated numerous, highly-successful deals on behalf of both African governments and global mining concerns.
"We are very proud to have Mr. Chaim Lebovits join our management team, as he is a well-respected and experienced business leader and entrepreneur," said Yoram Drucker, BrainStorm's Chief Operating Officer. "The new funding will help us accelerate our safety trials for Parkinson's disease as well as advance our other adult stem cell therapy programs aimed at ALS, Multiple Sclerosis and other neurodegenerative disorders." Chaim Lebovits commented, "The internationally-acclaimed scientific team at BrainStorm has achieved remarkable results in developing a cutting-edge stem cell technology and is well on its way to meeting the unmet need for therapies targeting devastating medical disorders with multi-billion market potential. I am looking forward to being a part of this dynamic organization." Earlier this year BrainStorm announced the initiation of a safety trial using the NurOwn technology in a primate animal model of Parkinson's disease. That study is being carried out in collaboration with the Center for Applied Medical Research (CIMA) of the University of Navarra in Pamplona, Spain.
In addition to moving ahead with the Company's Parkinson's disease program, BrainStorm is also progressing with pre-clinical trials applying the Company's stem cell technology to the treatment of ALS and Multiple Sclerosis.
For more information about BrainStorm Cell Therapeutics visit: http://www.brainstorm-cell.com
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ALONG Mobile Technologies Inc. (OTCBB: AGMB)
ALONG Mobile Technologies Inc., a leading provider of wireless interactive entertainment products and services in China, announced on 7/3/07 that it has been added to the NAI China Small-Cap Index. The NAI China Small Cap Index (NAI-CSCI) is a leading market indicator featuring the performance of publicly traded small-cap companies whose major business is conducted in Greater China.
Mr. Li Jianwei, Chairman and CEO of ALONG Mobile Technologies Inc, stated, "We're pleased to be part of the NAI China Small Cap Index. This further enhances our visibility in the American capital markets and provides us with useful exposure to investors. Ludlow has built a reputation for selecting quality Chinese companies which investors can trust and we are honored to be chosen as one of them." Seeing tremendous growth in the Chinese market, the NAI China Small Cap Index, created by NAI Interactive Ltd., introduces the rising investment opportunities to individual and institutional investors. The number of Chinese companies listed in North America increases exponentially in order to meet the high demand in investing in Chinese equities. NAI-CSCI is aimed to bring in a new investment tool for the investment community to follow the exciting stories of the Chinese small cap industry.
For more information about ALONG Mobile Technologies, Inc. visit: http://www.alonggame.com
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Protein Polymer Technologies, Inc. (OTCBB: PPTI)
Protein Polymer Technologies, Inc., a biotechnology device company that is a pioneer in protein design and synthesis, announced on 7/2/07 that they have entered into an agreement with a multinational pharmaceutical and medical device company. According to the agreement, PPTI will provide genetically engineered protein polymer biomaterials for use as surgical sealants. "Our sealant products have consistently performed well in evaluations by our corporate partners. We are excited about their demonstrated potential and look forward to further product development," said William N. Plamondon, CEO of Protein Polymer Technologies, Inc. Wound closure after surgery or trauma using conventional sutures and staples sometimes results in post-operative complications such as persistent internal bleeding, fluid leaks after gastrointestinal surgery, or air leaks after lung surgery. In 2005, it was estimated that 70 million surgical procedures worldwide would benefit from the use of surgical sealants, glues and other wound closure products used in conjunction with sutures and staples. PPTI believes its protein polymer sealants and adhesives can improve the outcome of surgical wound closure by substantially reducing fluid and air leaks, especially as applied to endoscopic procedures in which access to the traumatized tissue is limited.
PPTI is also in discussions with several U.S. and international biotechnology and medical device companies, which are evaluating PPTI's adhesion barrier and drug delivery product applications. These products are intended to improve surgical outcomes by reducing adhesion formation and delivering to the surgical site beneficial pharmacological agents.
For more information about Protein Polymer Technologies, Inc. visit: http://www.ppti.com
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Ceragenix Pharmaceuticals, Inc. (OTCBB: CGXP)
Ceragenix Pharmaceuticals, Inc., a biopharmaceutical company focused on infectious disease and dermatology, announced on 7/2/07 that researchers at the University of Pennsylvania led by Dr. Paul Janmey and Dr. Robert Bucki, in collaboration with Dr. Paul B. Savage of Brigham Young University, have demonstrated in a series of in vitro experiments that an investigational drug compound known as CSA-13 shows promise as a potential therapy to treat multidrug resistant Pseudomonas aeuroginosa infections which are a leading cause of morbidity and mortality in patients with cystic fibrosis. The research appears ahead of print in an advanced online publication of the Journal of Antimicrobial Chemotherapy, the official journal of the British Society for Antimicrobial Chemotherapy.
In the reported research, Dr. Bucki and his colleagues evaluated the activity of a CSA-13, a member of the family of Ceragenin(TM) compounds being developed by Ceragenix. CSA-13 is a synthetic non-peptide mimic of the naturally occurring antimicrobial peptide found in the lung. The researchers found that CSA-13: -- Is significantly more effective than positively charged antibacterial peptides (LL-37) against a multidrug resistant strain of Pseudomonas aeuroginosa; -- Is far less susceptible to inactivation by negatively charged components found in the sputa of cystic fibrosis patients (DNA and F-actin); and that -- Is potent even in cystic fibrosis sputum thereby suggesting potential for therapeutic use.
"This new compound has the potential to be a significant advance in the treatment of patients with cystic fibrosis and other lung infections," says senior author Robert Bucki, a Senior Investigator at the University of Pennsylvania's Institute for Medicine and Engineering.
Normal healthy lungs are protected against bacterial infection by the presence of naturally occurring antimicrobial peptides such as LL-37 found in the lung fluid which form part of the body's innate immune system. These positively charged antimicrobial peptides are electrostatic attracted to the negatively charged membranes of bacteria. Once attached to the invaders' membranes, the antimicrobial peptides permeabilize and destroy the bacterial membranes leading to bacterial cell death. This highly effective mechanism of protecting the lung from bacterial infection does not work well in patients with cystic fibrosis as those patients have much higher levels of other negatively charged components in their sputum which bind to and inactivate the antimicrobial peptides. As a result, patients with cystic fibrosis are at high risk for lung infections throughout their lifetimes and the repeated bouts of lung infections scar the lung tissue and ultimately rob the patients of their ability to breathe.
"The conventional therapy used to treat Pseudomonas infections in cystic fibrosis patients is Tobramycin but there are an increasing number of Tobramycin resistant strains of Pseudomonas. There is an urgent need for the development of new antibiotics to treat these and other gram-negative bacterial infections," said Steven Porter, Chairman and CEO of Ceragenix Pharmaceuticals. "Our goal is to find a partner to help us advance development of this application."
For more information about Ceragenix Pharmaceuticals, Inc. visit: http://www.ceragenix.com
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