Terminates Merger Agreement

[1] Another point of interest – no party to the merger agreement was organized in Delaware; However, in the merger agreement, the parties agreed that the Delaware Act would settle the transaction. The Court is not responsible for Cummins` analysis. Cummins based its analysis on assumptions that Boston Scientific should “delay Cerene by two to four years as it rebuilds Channel quality systems and may conduct a new clinical trial.” But there is no “convincing evidence” that this assumption is “objectively reasonable.” In addition, Cummins` analysis modeled the variation in Channel`s value at Boston Scientific, which included merger synergies, instead of “analyzing any reduction in Channel`s standalone value. This decision is in contrast to the tribunal`s consistent approach of assessing an objective on a stand-alone basis to determine whether a DEA has occurred. Second, the court appeared to heavily burden Cummins to confirm Boston Scientific`s assumptions, and found that it “unstivably accepted a hypothesis for the repair costs that Boston Scientific had provided” and “no effort had to end to verify whether” the estimate was valid. As a result, Boston Scientific did not introduce quantitative evidence for an DMA. Sunworks had set October 9, 2020 as a record date for the determination of voting shareholders at the special sunwork shareholder meeting, and at the record date, 16,628,992 shares of the common share were pending and 16,992 were eligible to vote. At sunwork`s general meeting of shareholders, only 4,362,575 votes were cast, or 26% of the total outstanding shares. This amount fell short of the quorum required to vote on the proposed merger.

Peck had been informed that 65% of the shares sold had voted in favour of the merger, but Sunworks and its assistant counsel did not believe that the adjournment of the special session and the continuation of the obtaining of voting advisors would allow him to obtain the required majority for shareholders since Sunworks had a very dispersed share base. Sunworks terminated the merger, but announced its intention to pursue strategic discussions to identify other avenues of cooperation between the two companies. The termination of the merger agreement does not affect the strategic alliance between the two companies announced in December 2001. Richard Pops, CEO of Alkermes, will continue to sit on Mr. Pops` Board of Directors On May 14, 2020, Yatra Online, Inc., a limited company exempt from the Cayman Islands (“Yatra”), entered into an agreement (the “Fourth Extension Agreement”) with Ebix, Inc.