S&P surmises devilray 500 Earnings tampa bay rays observes - Weekly [SP500/WK] S&P 500 Earnings - Day Ahead [ESTEARN/SP] Non S&P 500 - Weekly[NSP500/WK]S&P 500 Earnings - Monthly [RESF/US] ConferenceCall/Webcast - Weekly [US/CCALLM]ConferenceCall/Webcast - Day [US/CCALL] Meetings - Weekly [US/MEETM] Meetings - Day Ahead [US/MEET] Economic Indicators USTODAYDividends [DIV/US] Daily earnings hits & misses[US/EARN] Federal Reserve events[FED/DIARY] Global Company News Preview [GLO/EQUITY] NON S&P EARNINGS DATE GMT COMPANY NAME AND PERIOD SYMBOLEPSNo.OFYEAR AGO ESTIMATE EST EPS26 Jun Q1 AZZ Incorporated (AZZ)0.66 4 0.8226 JunBMOQ4 Gerber Scientific(GRB)0.01 2 0.2626 Jun Q4 Logility LGTY.O N/AN/A N/A ** All times are listed in GMT, or AMC - 'After U.S. As at 31 December 2008, the ISSDivision had unaudited net assets of $34.9 million, including $23.6 million tobe retained by Microsoft consisting of cash and cash equivalents and netintercompany balances with Microsoft.Principal terms of the AcquisitionEarlier today, ToLuna entered into the Acquisition Agreement with GreenfieldOnline and Microsoft pursuant to which ToLuna has conditionally agreed toacquire the business and assets of the ISS Division through anewly-incorporated wholly owned subsidiary, for a cash consideration of $40million (equivalent to approximately £24.5 million), payable on closing(subject to a post-closing purchase price adjustment calculated by reference tothe net asset value of the ISS Division at closing). Closing is to occur onapproximately the second business day following the General Meeting. Thebusiness and assets of the ISS Division include US based assets, together withthe shares of subsidiaries incorporated in Canada, India, Germany, Romania,Australia, Japan and France.The Acquisition Agreement contains conditions precedent to closing including,inter alia, the satisfaction or waiver of those conditions to closing containedin the Placing Agreement.Greenfield Online has provided customary representations and warranties whileToLuna has provided limited representations and warranties, principallyrelating to its authority to enter into the Acquisition Agreement.The warranty period is 18 months from closing for most representations andwarranties, 24 months for certain others and in addition certain survivingrepresentations expire in accordance with statutory limitations..
Each partyhas indemnified the other against claims brought pursuant to the AcquisitionAgreement, including warranty claims and claims arising from breach of acovenant or other obligation devilrays . Claims brought against Greenfield Online aresubject to a $200,000 threshold and Greenfield Online is liable only foramounts in excess of that threshold tropicana field concerts . The Subscription Agreementis conditional, inter alia, on the completion of the Placing and on Admission tropicana field event . In addition to the Subscription, Verlinvest has conditionally agreed to acquirea further 3,552,383 Ordinary Shares from Eurovestech, the Company's majorshareholder, at the Placing Price tropicana field events .
This purchase is also conditional oncompletion of the Placing devilrays baseball . Under the terms of the Subscription Agreement, forso long as Verlinvest holds more than 10 per cent tampa bay rays . of the issued share capitalof the Company, Verlinvest will, save for certain exceptions, have ananti-dilution right on the issue of any equity securities or convertiblesecurities by ToLuna.The net cash proceeds of the Placing and Subscription receivable by the Companywill be approximately £26 million, which will be used to fund the Acquisition.The Placing is not underwritten and, together with the Subscription, isconditional, inter alia on Admission.The Placing Shares together with the Subscription Shares will, in aggregate,represent approximately 26.75 per cent tropicana field concerts . of the Enlarged Issued Share Capital.The Placing Shares and the Subscription Shares will, on Admission, rank equallyin all respects with the Existing Ordinary Shares.It is expected that Admission will become effective and dealings in the PlacingShares and the Subscription Shares will commence on 14 July 2009 tropicana field event . Following theproposed Placing and Subscription, the Company will have 49,839,409 ordinaryvoting shares in issue.Following the Placing, the Subscription and the acquisition by Verlinvest ofOrdinary Shares from Eurovestech, Verlinvest is expected to hold 6,666,667Ordinary Shares, representing 13.38 per cent.
of the Enlarged Issued ShareCapital and Eurovestech is expected to hold 14,907,917 Ordinary Shares,representing 29.91 per cent devilrays tickets . of the Enlarged Issued Share Capital.Shareholder support forthe ResolutionsMr Frédéric-Charles Petit (the Chief Executive of ToLuna) and Eurovestech haveirrevocably undertaken to the Company to vote in favour of the Resolutions tobe proposed at the General Meeting, in respect of their aggregate beneficialholdings totalling 23,033,657 Existing Ordinary Shares, representingapproximately 63.10 per cent tropicana field events . of the Existing Ordinary Shares.In addition, Invesco Perpetual has confirmed its intention vote in favour ofthe Resolutions in respect of its beneficial holding of 8,496,212 ExistingOrdinary Shares, representing approximately 23.27 per cent tampa bay rays . of the ExistingOrdinary Shares.The BoardPost Acquisition, Verlinvest will, under the terms of the SubscriptionAgreement, have the right to appoint a non-executive director to the Board forso long as Verlinvest holds more than 10 per cent of the issued share capitalof the Company . The Board intends to appoint, conditional upon Admission,Frédéric de Mevius, the chief executive officer of Verlinvest, as anon-executive director of the Company.
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