M&A Transactions

WK Kellogg Co completed a disposition involving WK Kellogg Co (closed 2023-10-02).

“On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg.”

Veralto Corp underwent a change of control involving Danaher Corporation (closed 2023-09-30).

“The Distribution was completed effective as of 12:01 a.m. on September 30, 2023.”

Tilray Brands, Inc. completed an acquisition involving Anheuser-Busch Companies, LLC for approximately $83.4 million in cash (closed 2023-09-29).

“The AB Transaction closed on September 29, 2023. The purchase price paid to AB at closing was equal to approximately $83.4 million in cash, after giving effect to a working capital adjustment.”

ADT Inc. completed a disposition involving GTCR LLC (through Iris Buyer LLC) for $1,612.5 million in cash (closed 2023-10-02).

“On October 2, 2023, and pursuant to the Commercial Purchase Agreement, GTCR acquired all of the issued and outstanding equity interests of F&S Holdings (the "Commercial Divestiture"). The gross purchase price was $1,612.5 million in cash, subject to certain customary adjustments as set forth in the Commercial Purchase Agreement.”

PhenomeX Inc. underwent a change of control involving Bruker Corporation for $1.00 per Share (closed 2023-10-02).

“☐ Introductory Note On October 2, 2023, Bruker Corporation, a Delaware corporation (“ Parent ”), completed its previously announced acquisition of PhenomeX Inc., a Delaware corporation (the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of August 17, 2023 (the “ Merger Agreement ”), by and among the Company, Parent and Bird Mergersub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”).”

Tenable Holdings, Inc. completed an acquisition involving Ermetic Ltd. for approximately $240 million in cash and $25 million in Tenable restricted stock and restricted stock units (closed 2023-10-02).

“of the indemnitors under the SPA. Under the terms of the SPA, the Purchaser acquired all of the outstanding share capital of Ermetic from the Sellers for approximately $240 million in cash and $25 million in Tenable restricted stock and restricted stock units, subject to certain customary purchase price adjustments as set forth in the SPA. The foregoing”

AVANOS MEDICAL, INC. completed a disposition involving SunMed Group Holdings, LLC for $110 million in cash (closed 2023-10-02).

“Health (“RH”) business (the “Divestiture”). In accordance with the Amended Purchase Agreement, the total purchase price paid by Buyer in connection with the Divestiture was $110 million in cash at the closing, subject to certain adjustments as provided in the Amended Purchase Agreement based on the indebtedness and inventory transferred to Buyer at the closing”

Aramark completed a disposition involving Vestis Corporation (closed 2023-09-30).

“On September 30, 2023, the Company completed the Distribution of shares of Vestis Common Stock to the Company’s stockholders on the Record Date in accordance with the Separation and Distribution Agreement.”

CEVA INC completed a disposition involving Cadence Design Systems, Inc. for $35 million in cash (closed 2023-10-02).

“sold Intrinsix pursuant to the Share Purchase Agreement, made and entered into on September 14, 2023, by and among the Company, Intrinsix and Cadence (the “Agreement”), for $35 million in cash, less approximately $7.5 million repaid by Intrinsix to the Company in respect of an intercompany obligation and subject to other certain purchase price adjustments as”

Bausch Health Companies Inc. completed an acquisition involving Novartis Pharma AG and Novartis Finance Corporation (closed 2023-09-29).

“On September 29, 2023, Bausch + Lomb completed the Acquisition pursuant to the terms and conditions of the previously announced Stock and Asset Purchase Agreement”

CDT Equity Inc. underwent a change of control involving Conduit Pharmaceuticals Limited (Old Conduit) (closed 2023-09-22).

“On September 22, 2023 (the “Closing Date”), the parties completed the Business Combination.”

Bausch & Lomb Corp completed an acquisition involving Novartis Pharma AG, Novartis Finance Corporation (closed 2023-09-29).

“On September 29, 2023, the Company completed the Acquisition pursuant to the terms and conditions of the previously announced Stock and Asset Purchase Agreement”

Bird Global, Inc. completed an acquisition involving Tier Mobility SE for $19 million comprised of $10 million in cash, $6 million in the form of a secured vendor take-back promissory note, and $3 million in hold-back consideration co (closed 2023-09-19).

“2023, (the “Closing Date”). The aggregate consideration paid, or that will be paid, by the Company and Bird Rides for the transactions contemplated by the Purchase Agreement is $19 million (the “Purchase Price”), which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note (the “VTB Consideration”), and (c)”

Cano Health, Inc. completed a disposition involving Primary Care Holdings II, LLC, a wholly owned subsidiary of Humana Inc. (CenterWell) for approximately $66.7 million (closed 2023-09-25).

“care centers in Texas and Nevada (such centers, the “Centers,” and such transaction, the “Transaction”). The total value of the Transaction to Cano Health was approximately $66.7 million, consisting of approximately $35.4 million in cash paid at closing (of which approximately $1.9 million was withheld for satisfaction of potential indemnification claims), plus”

Champion Homes, Inc. completed an acquisition involving ECN Capital Corp. for approximately C$185 million (US$ 138 million) equity investment (closed 2023-09-26).

“mber 26, 2023 (the “Closing Date”) of the transactions contemplated by that certain Share Subscription Agreement, dated August 14, 2023 (the “Subscription Agreement”), by and among Skyline Champion Corporation, an Indiana corporation (“Skyline Champion”), and ECN Capital Corp., a corporation existing under the laws of the Province of Ontario (“ECN Capital”).”

Triton International Ltd underwent a change of control involving Brookfield Infrastructure Corporation (BIPC) and Thanos Holdings Limited (Parent) for approximately $3.77 billion in cash and 21.45 million BIPC Shares (closed 2023-09-28).

“Common Shares of the Company not already held by Parent or its affiliates and the Company became a subsidiary of Parent. The aggregate Merger Consideration was approximately $3.77 billion in cash and 21.45 million BIPC Shares. Parent funded the cash portion of the Merger Consideration through equity financing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1”

Syneos Health, Inc. underwent a change of control involving Star Parent, Inc. for $43.00 per share in cash.

“who properly exercised and perfected appraisal of his, her or its shares under Delaware law, automatically converted into and thereafter represented the right to receive $43.00 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ”). In addition, immediately prior to the Effective Time and as a result of the”

OLENOX INDUSTRIES INC. completed a disposition involving Safe and Green Development Corporation for pro-rata distribution of approximately 30% of the outstanding shares of SG DevCo common stock (closed 2023-09-27).

“he previously announced separation (the “Separation”) of Safe and Green Development Corporation (“SG DevCo”) from the Company. The Separation of SG DevCo from SG Holdings was achieved through SG Holdings’ pro-rata distribution”

NVN Liquidation, Inc. completed a disposition involving Ligand Pharmaceuticals Incorporated for $12.15 million in cash at closing (closed 2023-09-27).

“the assets related to the Company’s R&D business and the assets related to Sitavig® (acyclovir 50mg buccal tablets) owned by EPI Health and assumption of certain liabilities for $12.15 million in cash at closing (the “A&R Asset Purchase Agreement”). A copy of the A&R Asset Purchase Agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed”

Sorrento Therapeutics, Inc. completed a disposition involving Scilex Holding Company for $110 million, paid as follows: (x) $5 million in cash that was paid on September 14, 2023, (y) the assumption by Scilex ... of the approximately $100 million of (closed 2023-09-21).

“On September 21, 2023, the Company completed the disposition of the Transfer Securities to Scilex on the terms contemplated by the Scilex SPA.”

Roadzen Inc. underwent a change of control involving Roadzen, Inc. for 27.21 ordinary shares of RDZN (closed 2023-09-20).

“☐ INTRODUCTORY NOTE Closing of the Business Combination On September 20, 2023 (the “Closing Date”), Roadzen, Inc., a Delaware corporation (“Roadzen”), Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (“Vahanna”), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen and Merger Sub (the “Initial Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (the “Merger Agreement Amendment”, and the Initial Merger Agreement as amended by the Merger Agreement Amendment, the “Merger Agreement”).”

American Oncology Network, Inc. underwent a change of control involving American Oncology Network, LLC (AON) (closed 2023-09-20).

“As a result of the completion of the Business Combination, a change of control of DTOC has occurred, and the stockholders of DTOC (including shares held by the founders of DTOC) as of immediately prior to the Closing held 20.56% of the outstanding shares of New AON Common Stock immediately following the Closing.”

Scilex Holding Co underwent a change of control involving Sorrento Therapeutics, Inc. (closed 2023-09-21).

“Upon the closing of the transactions contemplated by the Sorrento SPA and the Company’s purchase of, and Sorrento’s sale of, the Purchased Securities, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote.”

Cano Health, Inc. completed a disposition involving Primary Care Holdings II, LLC (a wholly owned subsidiary of Humana Inc., doing business as CenterWell Senior Primary Care) for approximately $66.7 million.

“the operation of Cano Health’s senior-focused primary care centers in Texas and Nevada (the “Transaction”). The total value of the Transaction to Cano Health is approximately $66.7 million, consisting of approximately $35.4 million in cash paid at closing (of which approximately $1.9 million was withheld for satisfaction of potential indemnification claims), plus”

Highlands REIT, Inc. completed an acquisition for $34.2 million (closed 2023-09-20).

“completed the purchase of certain real property and improvements located at 750 W. Fir Street and 1918 India Street, San Diego, California (the “Property”) for a gross purchase price of $34.2 million”

REATA PHARMACEUTICALS INC underwent a change of control involving Biogen Inc. for $172.50 in cash (closed 2023-09-26).

“the Reata Common Stock with respect to which statutory rights of appraisal were properly and validly demanded) was automatically canceled and converted into the right to receive $172.50 in cash, without interest and subject to any applicable withholding taxes (the “ Merger Consideration ”). In addition, effective as of immediately prior to the Effective Time, (i)”

Concentrix Corp completed an acquisition involving Sellers (holders of shares of Marnix Lux SA) for approximately €488.7 million in cash (the "Closing Cash Payment") and the Sellers' Note (as defined and described below) (the Sellers' Note together with the Cl (closed 2023-09-25).

“on the Closing Date, except as otherwise set forth in the SPA, (i) Purchaser purchased certain of the Sellers’ Shares (the “Acquired Shares”) in exchange for approximately €488.7 million in cash (the “Closing Cash Payment”) and the Sellers’ Note (as defined and described below) (the Sellers’ Note together with the Closing Cash Payment, the “Cash Purchase Price”);”

Decibel Therapeutics, Inc. underwent a change of control involving Regeneron Pharmaceuticals, Inc. for $4.00 per share in cash, plus one contingent value right per share (closed 2023-09-25).

“rm 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023, Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 8, 2023, with Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), and Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).”

Magellan Midstream Partners, L.P. underwent a change of control involving ONEOK, Inc. (closed 2023-09-25).

“On September 25, 2023 (the “Closing Date”), Otter Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned direct, subsidiary of ONEOK, Inc., an Oklahoma corporation (“ONEOK”), completed its merger (the “Merger”) with and into Magellan Midstream Partners, L.P. a Delaware limited partnership (“Magellan”), as a result of which Magellan became a wholly owned, direct, subsidiary of ONEOK.”

LIBERTY STAR URANIUM & METALS CORP. underwent a change of control involving Brett Gross, Pete O’Heeron (closed 2023-09-19).

“On September 19, 2023, the Company had a change of control as a result of issuance of 398,000 shares of Class A Common Stock”

ONEOK INC /NEW/ completed an acquisition involving Magellan Midstream Partners, L.P. for 0.667 shares of ONEOK common stock and cash in the amount of $25.00 (closed 2023-09-25).

“On September 25, 2023 (the "Closing Date"), Otter Merger Sub, LLC ("Merger Sub"), a Delaware limited liability company and wholly owned, direct, subsidiary of ONEOK, Inc., an Oklahoma corporation (the "Company" or "ONEOK"), completed its merger (the "Merger") with and into Magellan Midstream Partners, L.P. a Delaware limited partnership ("Magellan"), as a result of which Magellan became a wholly owned, direct, subsidiary of the Company.”

Hess Midstream LP completed an acquisition involving HINDL and GIP II Blue Holding, L.P. for approximately $100 million (closed 2023-09-22).

“interests in HESM OpCo (the “Class B Units” and such Class B Units subject to the Repurchase Agreement, the “Repurchased Units”) for an aggregate purchase price of approximately $100 million (the “Repurchase Transaction”). The Repurchase Transaction was consummated on September 22, 2023. The purchase price per Class B Unit was $30.29, the closing price of the Class A”

TransMedics Group, Inc. completed an acquisition involving FW Equipment Leasing, LLC for approximately $13.4 million (closed 2023-09-21).

“the Buyer acquired a fixed-wing aircraft from FW Equipment Leasing, LLC for a purchase price of approximately $13.4 million (the "Seventh Acquisition")”

NOS4-1, Inc. completed a disposition involving Energy Solutions Nuclear Services, LLC for $59,309,043.06 (closed 2023-09-18).

“On September 18, 2023, the Sellers and Energy Solutions consummated the Sale. The final cash consideration paid at closing, net of the aforementioned adjustments, was $59,309,043.06.”

M3-Brigade Acquisition III Corp. underwent a change of control involving Greenfire Resources Ltd. (PubCo) (closed 2023-09-20).

“On September 20, 2023, the Business Combination was consummated in accordance with the terms of the Business Combination Agreement. As a result of the Business Combination, MBSC became a wholly-owned subsidiary of PubCo.”

SHINECO, INC. completed an acquisition involving Dream Partner Limited, Chongqing Wintus Group, and certain shareholders of Dream Partner for $2,000,000 cash, 10,000,000 shares of Common Stock, and 100% of the Company's equity interest in Beijing Tenet-Jove Technological Development Co., Ltd. (closed 2023-09-19).

“together with Dream Partner and Wintus as the “Selling Parties”). As the consideration for the Acquisition, the Company (a) paid the Sellers an aggregate cash consideration of $2,000,000 (the “Cash Consideration”); (b) issued certain shareholders, as listed in the Agreement, an aggregate of 10,000,000 shares of the Company’s restricted Common Stock (the “Shares”);”

Paratek Pharmaceuticals, Inc. underwent a change of control involving Resistance Acquisition, Inc. (Parent) for $2.15 per share in cash plus one CVR (closed 2023-09-21).

“and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was cancelled and retired and automatically converted into the right to receive (x) $2.15, payable to the holder thereof in cash, without interest (the “Cash Consideration”) but subject to reduction for any applicable withholding taxes payable in respect thereof and”

Horizon Kinetics Holding Corp completed a disposition involving Neoteric Beauty Holdings, LLC for $1,750,000 (closed 2023-09-15).

“Neoteric Diabetic brands. The transactions contemplated by the Stock Purchase Agreement were consummated on September 15, 2023. The closing consideration paid to the Company was $1,750,000, with an initial deposit of $175,000 paid on September 5, 2023. ed by the Stock Purchase Agreement were consummated on September 15, 2023. The closing consideration paid to the”

bioAffinity Technologies, Inc. completed an acquisition involving Village Oaks Pathology Services, P.A. d/b/a Precision Pathology Services for $3,500,000 (closed 2023-09-18).

“now owned by PPLS, and related services business, and assumed certain liabilities and obligations. Pursuant to the terms of the Asset Purchase Agreement, Village Oaks received $3,500,000 in consideration for the Laboratory Assets purchased by PPLS, of which $1,000,000 was paid by the issuance of 564,972 shares of the Company’s restricted common stock to the Joyce”

Black Knight, Inc. completed a disposition involving Constellation Web Solutions Inc. for approximately $40 million in cash (closed 2023-09-14).

“for the purposes set forth in the Empower Divestiture Agreement, ICE. The purchase price payable by CWS to Black Knight under the Empower Divestiture Agreement was approximately $40 million in cash, subject to specified adjustments. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following”

Black Knight, Inc. completed a disposition involving Project Badger Holdco Inc. for $200 million in cash plus a $500 million promissory note (closed 2023-09-14).

“a Delaware corporation (“ ICE ”). The purchase price payable by OB Purchaser to Black Knight under the OB Divestiture Agreement was approximately $700 million, comprised of $200 million in cash, subject to specified adjustments, and a promissory note issued by OB Purchaser to Black Knight in the principal amount of $500 million (the “ Note ”). The Note accrues”

Bird Global, Inc. completed an acquisition involving Tier Mobility SE for $19 million (closed 2023-09-19).

“2023, (the “Closing Date”). The aggregate consideration paid, or that will be paid, by the Company and Bird Rides for the transactions contemplated by the Purchase Agreement, is $19 million (the “Purchase Price”), which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note (the “VTB Consideration”), and (c)”

Calidi Biotherapeutics, Inc. underwent a change of control involving First Light Acquisition Group, Inc. (closed 2023-09-12).

“Business Combination On September 12, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) consummated a series of transactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation, a wholly-owned subsidiary of FLAG (“Merger Sub”) and Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”) pursuant to the Agreement and Plan of Merger”

indie Semiconductor, Inc. completed an acquisition involving Exalos AG for up to $65 million (closed 2023-09-18).

“UK acquired all of the outstanding common shares of Exalos, each with a nominal value of CHF 1 (the “Acquisition”). The aggregate consideration for the Acquisition is up to $65 million (the “Purchase Price”), consisting of (i) a base purchase price equal to $45.0 million and (ii) up to $20.0 million of additional aggregate consideration contingent upon the”

Global AI, Inc. underwent a change of control involving Ingenious Investment AG (closed 2023-09-12).

“On September 12, 2023, Ingenious Investment AG purchased, from their own funds, from existing shareholders of the Company, in a series of private transactions, a total of 24,944,466 shares of common stock, $0.001 per share (the “Common Stock”) of Wall Street Media Co, Inc. (the “Company”), representing 92.7% of the outstanding shares of Common Stock (the “Transaction”).”

AeroVironment Inc completed an acquisition involving Tomahawk Robotics, Inc. for approximately $23.5 million in cash (closed 2023-09-15).

“at the Effective Time: · each outstanding share of capital stock of Tomahawk was converted into the right to receive a pro rata percentage of an aggregate of approximately $23.5 million in cash (subject to adjustment following the closing of the Merger (the “Closing”) for Tomahawk’s net working capital at the Closing and for certain indemnification obligations)”

CFN Enterprises Inc. completed an acquisition involving RAN CoPacking Solutions LLC (closed 2023-07-01).

“The acquisition of the Purchased Assets closed on July 1, 2023.”

Inogen Inc completed an acquisition involving Physio-Assist SAS for approximately $32,000,000 cash at closing subject to adjustment for the estimated net debt amount (closed 2023-09-14).

“clearance technique) for patients suffering from obstructive respiratory diseases. Pursuant to the terms of the Share Purchase Agreement, Inogen paid the Sellers approximately $32,000,000 cash at closing subject to adjustment for the estimated net debt amount of Physio-Assist SAS (subject to potential adjustment after closing following confirmation of the actual”

NIKA PHARMACEUTICALS, INC underwent a change of control involving Dimitar Slavchev Savov for $140,000 (closed 2022-04-01).

“As a result of the purchase by Dimitar Slavchev Savov of a total of 11,489,000 (87%) shares of common stock of the Company from the Company’s former President and CEO, Mr. Phil E. Ray and certain other shareholders for $140,000, a change in control of the Company occurred as of April 1, 2022.”

INNOVATIVE SOLUTIONS & SUPPORT INC completed an acquisition involving Honeywell International Inc. (closed 2023-06-30).

“On July 7, 2023, Innovative Solutions and Support, Inc. (the " Compan y") filed a Current Report on Form 8-K reporting that on June 30, 2023 the Company entered into and closed the transactions contemplated by that certain Asset Purchase and License Agreement with Honeywell International Inc. (" Hone y well "), pursuant to which Honeywell sold, assigned or licensed certain assets related to its legacy inertial, communication and navigation product lines (the " Acquired Business ").”