Connect with us

Technology

BCE to acquire Ziply Fiber, accelerating its fibre growth strategy across North America

Published

on

This news release contains forward-looking statements. For a description of the related risk factors and assumptions, please see the section entitled “Caution Regarding Forward-Looking Statements” later in this release.

BCE to acquire 100% of equity in Ziply Fiber for approximately C$5.0 billion (U.S. $3.65 billion)Acquisition to extend Bell’s fibre footprint to the United States, adding approximately 1.3 million fibre locationsAcquisition to reinforce Bell’s position as third-largest fibre Internet provider in North America with a total of 9 million fibre locations and an objective to reach over 12 million fibre locations by the end of 2028Bell to use estimated C$4.2 billion net proceeds from sale of its ownership stake in Maple Leaf Sports & Entertainment (MLSE) towards funding the Acquisition

MONTRÉAL, Nov. 4, 2024 /CNW/ – BCE Inc. (TSX: BCE) (NYSE: BCE), Canada’s largest communications company1, announced today that its wholly-owned subsidiary, Bell Canada (Bell), has entered into a definitive agreement to acquire Ziply Fiber, the leading fibre Internet provider in the Pacific Northwest of the United States, (the “Acquisition”) for approximately C$5.0 billion in cash and the assumption of outstanding net debt of approximately C$2.0 billion to be rolled over at transaction close, representing a transaction value of approximately C$7.0 billion.

This transaction enhances Bell’s growth profile and strategic position by giving it a foothold in the large, underpenetrated U.S. fibre market, while increasing its scale, diversifying its operating footprint and unlocking significant growth opportunities.

____________________________

1 Based on total revenue and total combined customer connections.

“This acquisition marks a bold milestone in Bell’s history as we lean into our fibre expertise and expand our reach beyond our Canadian borders. Fibre is at the heart of what we do, and we’re proud to connect people and businesses and enable them to do more through our fibre networks. By bringing together Bell and Ziply Fiber’s exceptional talent, we’ll accelerate our growth while continuing to deliver significant value for our customers and shareholders.”

Mirko Bibic, President & CEO, BCE and Bell Canada

Ziply Fiber’s focus on network technology and innovation has resulted in steady expansion of its footprint since 2020, with over 1.3 million fibre locations across four U.S. states and plans to reach more than three million locations in the next four years. Upon closing of this acquisition, Bell will be poised to expand its fibre footprint to over 12 million locations across North America by the end of 2028, reinforcing its position as the third-largest fibre Internet provider in North America.

The combination of Bell and Ziply Fiber will offer enhanced value for existing and new customers in both Canada and the United States as demand for faster, more reliable Internet and data services increases. Together, the two companies will bring a depth of management, product leadership and technological expertise, aligned on culture, vision and long-term strategy.

“Bell’s leadership and vision aligns perfectly with our commitment to improve the connected experiences of our communities through fast, reliable fiber Internet and a refreshingly great experience. This acquisition enhances our growth strategy with the scale and experience of one of North America’s leading fiber operators. I’m also grateful for the support of our original partners at both Searchlight Capital and WaveDivision Capital.”

– Harold Zeitz, CEO, Ziply Fiber

This transaction values Ziply Fiber on an enterprise value basis, net of the present value of acquired tax attributes, at approximately 14.3 x 2025 estimated adjusted EBITDA, including run-rate synergies. The Acquisition is expected to close in the second half of 2025, subject to certain customary closing conditions and the receipt of certain regulatory approvals. Once the transaction has closed, Ziply Fiber will operate as a separate business unit and will continue to be headquartered in Kirkland, Washington.

Acquisition financing

The purchase price of the Acquisition is anticipated to be approximately C$5.0 billion, C$4.2 billion of which is expected to be funded from the net proceeds of the divestiture of MLSE. BCE expects to fund the balance of the purchase price from a discounted treasury DRP program (details below). In the event that the close of the sale of BCE’s ownership stake in MLSE occurs after the close of this Acquisition, Bell has entered into a U.S. $3.7 billion fully committed delayed-draw term loan facility to finance the Acquisition.

Upon closing of the Acquisition and the pending divestitures of Northwestel and BCE’s ownership stake in MLSE, BCE’s net debt leverage ratio is expected to remain relatively unchanged compared to its current net debt leverage ratio. Bell remains focused on maintaining its long-term debt investment-grade credit ratings and to deleveraging over time.

BCE’s common share dividend

BCE intends to maintain its annual common share dividend at the current level of $3.99 per share during the financial year ending December 31, 2025. In the context of the strategic Acquisition of Ziply Fiber, BCE’s focus is on long-term value creation for shareholders and BCE intends to pause dividend growth until BCE’s dividend payout and net debt leverage ratios are tracking towards our target policy ranges, subject to review annually by the BCE Board of Directors.

Discounted Treasury Dividend Reinvestment Plan

BCE is also announcing today that it intends to amend its Shareholder Dividend Reinvestment and Stock Purchase Plan (the “DRP”) to provide, at the BCE Board’s discretion, for the issuance of new common shares from treasury at a discount to the average market price of the common shares preceding the applicable dividend payment date (the “Average Market Price”). The equity issuance anticipated from implementing a discounted DRP is expected to enable BCE to retain cash to help fund strategic growth initiatives and strengthen the balance sheet.

By participating in the DRP, eligible shareholders can automatically reinvest all or any portion of the cash dividends paid on their common shares in additional BCE common shares, without charge for any commissions or brokerage fees. Common shares delivered to participants under the DRP in reinvestment of cash dividends are currently purchased by the plan administrator on the secondary market with cash provided by BCE.

BCE anticipates that commencing with the dividend payable on January 15, 2025 to eligible shareholders as of the December 16, 2024 record date, and subsequently until further notice, common shares will be issued from treasury at a discount of 2% to the Average Market Price. The amendment is subject to the finalization of terms and approval of the Toronto Stock Exchange (“TSX”).

A separate press release including additional information will be issued following receipt of approval from the TSX. This communication does not constitute an offer to sell or the solicitation to buy securities.

Call with financial analysts

BCE will hold a conference call with the financial community to discuss this announcement today, Monday, November 4, 2024 at 8:30 a.m. eastern. Media are welcome to participate on a listen-only basis. To participate, please dial toll-free 1-844-933-2401 or toll 647-724-5455. A replay will be available until midnight on December 4, 2024 by dialing toll-free 1-877-454-9859 or toll 647-483-1416 and entering passcode 4188368. A live audio webcast of the conference call will be available on BCE’s website at BCE acquisition of Ziply Fiber conference call.

About BCE

BCE drives innovation with advanced communications, tech services and digital media, connecting people with leading broadband Internet, wireless, TV, media and enterprise solutions. To learn more, please visit Bell.ca or BCE.ca.

Through Bell for Better, we are investing to create a better today and a better tomorrow by supporting the social and economic prosperity of our communities. This includes the Bell Let’s Talk initiative, which promotes mental health with awareness and anti-stigma campaigns like Bell Let’s Talk Day and significant Bell funding of community care and access, research and workplace leadership initiatives. To learn more, please visit Bell.ca/LetsTalk.

About Ziply Fiber

Ziply Fiber is home to America’s Fastest Home Internet – 50 Gig. Called “America’s undisputed leader as the fastest home internet provider” and “the fastest internet provider nationwide” by CNET, and “The Fastest ISP in the Northwest” by HighSpeedInternet.com, Ziply Fiber is a local, Northwest-based company headquartered in Kirkland, Washington, with major offices in Everett, Washington; Beaverton, Oregon; and Hayden, Idaho. Most of Ziply Fiber’s executive team, which consists of former executives from AT&T, CenturyLink, and Wave Broadband, have lived and worked in the Northwest for the majority of their careers. That local ownership and market familiarity is an important part of the company mindset and culture. Ziply Fiber’s primary service offerings are Fiber Internet and phone for residential customers, Business Fiber Internet and Ziply Voice services for small businesses, and a variety of Internet, networking, and voice solutions for enterprise customers. The company continues to support Ziply Internet (DSL) customers, and its TV customers in Washington and Oregon. A full listing of products and services can be found at ziplyfiber.com.

Media inquiries
Ellen Murphy
media@bell.ca 

Ryan Luckin
ryan.luckin@ziply.com 

Investor inquiries
Thane Fotopoulos
thane.fotopoulos@bell.ca

Caution Concerning Forward-Looking Statements

Certain statements made in this news release are forward-looking statements, including statements relating to the proposed acquisition by Bell of Ziply Fiber, the expected timing and completion thereof, the sources of liquidity we expect to use to fund the proposed acquisition, certain potential benefits expected to result from the proposed acquisition, Bell’s growth prospects, business outlook, objectives, plans and strategic priorities, BCE’s expected net debt leverage ratio upon the closing of the proposed acquisition and the dispositions of Northwestel Inc. and BCE’s ownership stake in MLSE, BCE’s intention to maintain its annual common share dividend at the current level during 2025 and the potential future resumption of common share dividend growth, the maintenance of Bell’s long-term debt investment-grade credit ratings and deleveraging plans, potential future issuances by BCE of new common shares pursuant to its intended discounted treasury DRP, the expected timing of commencement thereof and the anticipated benefits expected to result from such equity issuances, and other statements that are not historical facts.

All such forward-looking statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differ materially from our expectations. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. The timing and completion of the proposed acquisition of Ziply Fiber are subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, relevant regulatory approvals, which may affect its completion, terms or timing. Accordingly, there can be no assurance that the proposed acquisition will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The proposed acquisition could be modified, restructured or terminated. There can also be no assurance that the potential benefits expected to result from the proposed acquisition will be realized. In addition, the level of BCE’s common share dividend, its dividend policy and the declaration of dividends are subject to the discretion of BCE’s board of directors. Consequently, there can be no assurance that BCE’s common share dividend level will be maintained or increased, that BCE’s dividend payout policy will be maintained or achieved or that dividends will be declared. The level of BCE’s common share dividend and the declaration of dividends by the BCE board, as well as the maintenance of investment-grade credit ratings and BCE’s deleveraging capacity, are ultimately dependent on BCE’s operations and financial results, which are in turn subject to various assumptions and risks, including those described in BCE’s public disclosure documents. For additional information on assumptions and risks underlying certain of our forward-looking statements made in this news release, please consult BCE’s 2023 Annual MD&A dated March 7, 2024, BCE’s 2024 First Quarter MD&A dated May 1, 2024, BCE’s 2024 Second Quarter MD&A dated July 31, 2024 and BCE’s news release dated August 1, 2024 announcing its financial results for the second quarter of 2024, filed with the Canadian provincial securities regulatory authorities (available at sedarplus.ca) and with the U.S. Securities and Exchange Commission (available at SEC.gov). These documents are also available at BCE.ca.

View original content:https://www.prnewswire.com/news-releases/bce-to-acquire-ziply-fiber-accelerating-its-fibre-growth-strategy-across-north-america-302294910.html

SOURCE BCE Inc.

Continue Reading
Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Technology

CreateAI Announces Results of 2024 Annual Meeting of Stockholders

Published

on

By

SAN DIEGO, Dec. 23, 2024 /PRNewswire/ — CreateAI Holdings Inc., formerly TuSimple Holdings Inc. (OTCMKTS: TSPH) (“CreateAI” or the “Company”), a global artificial intelligence technology company, today announced shareholder voting results for its annual meeting of stockholders held on December 20, 2024 (the “Annual Meeting”).

As of October 28, 2024, the record date for the Annual Meeting, there were a total of 232,618,399 shares of common stock outstanding and entitled to vote at the Annual Meeting, comprised of 208,618,399 shares of Class A Common Stock (each with one vote per share) and 24,000,000 shares of Class B Common Stock (each with ten votes per share). At the Annual Meeting, holders of 207,347,538 shares of common stock, representing 423,347,538 votes, entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting was present.

The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the numbers of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each other, as applicable.

1. Election of six nominees to serve on the Board of Directors (the “Board”) for a term which will expire at the 2025 annual meeting of stockholders, or, if Proposal Two is adopted, to hold office until the annual meeting of stockholders in accordance with the class of director to which each nominee will be assigned. The following six directors were elected by the votes as indicated below.

 
 

For

 

Withheld

 

Broker Non-Votes

Cheng Lu

 

208,949,915

 

164,765,0191

 

49,632,604

Mo Chen

 

208,946,146

 

164,768,7881

 

49,632,604

James Lu

 

209,109,928

 

164,605,0061

 

49,632,604

Zhen Tao

 

209,158,316

 

164,556,6181

 

49,632,604

Albert Schultz

 

348,895,0191

 

24,819,915

 

49,632,604

Jianan Hao

 

209,021,652

 

164,693,2821

 

49,632,604

The totals above include the 240,000,000 votes represented by the Class B shares of Common Stock. 12,000,000 shares of Class B Common Stock (representing 120,000,00 votes) were voted “FOR” and 12,000,000 shares of Class B Common stock (representing 120,000,00 votes) were voted “WITHHELD” for each of the Directors other than Albert Schultz. All shares of Class B Common Stock were voted “FOR” the election of Albert Schultz. Excluding the 240,000,000 votes from the 24,000,000 shares of Class B Common Stock from the totals above, the 183,347,538 shares of Class A Common Stock were voted as indicated below.

 
 

For

 

Withheld

 

Broker Non-Votes

Cheng Lu

 

88,949,915

 

44,765,019

 

49,632,604

Mo Chen

 

88,946,146

 

44,768,788

 

49,632,604

James Lu

 

89,109,928

 

44,605,006

 

49,632,604

Zhen Tao

 

89,158,316

 

44,556,618

 

49,632,604

Albert Schultz

 

108,895,019

 

24,819,915

 

49,632,604

Jianan Hao

 

89,021,652

 

44,693,282

 

49,632,604

2. Amendment to the Company’s Restated Certificate of Incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms. Pursuant to the Restated Certificate of Incorporation, Proposal Two must receive the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, since directors representing two-thirds (2/3) of the total number of authorized directors have already approved. The amendment was not approved2 by the votes as indicated below:

For

 

Against1

 

Abstain

 

Broker Non-Votes

208,955,668

 

164,659,652

 

99,614

 

49,632,604

Because Proposal Two was not approved, the six directors elected pursuant to Proposal One will serve on the Board for a term which will expire at the 2025 annual meeting of stockholders.

3. Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes as indicated below:

For

 

Against1

 

Abstain

 

Broker Non-Votes

255,504,371

 

155,923,768

 

11,919,399

 

Note 1: Includes 120,000,000 votes of the 12,000,000 shares of Class B Common Stock held by White Marble LLC and White Marble International Limited (together, the “White Marble Entities”) controlled by Dr. Xiaodi Hou.

Note 2: The White Marble Entities have filed an action in the Delaware Court of Chancery seeking a declaratory judgment that the voting agreement between White Marble and Mo Chen is invalid and White Marble, not Mo Chen, controls the vote. White Marble LLC v. Chen, C.A. No. 2024-1208-PAF (Del. Ch.) On December 13, 2024, the Court entered an order that allows the Company to hold the vote on Proposal Two, and ordered that if Proposal Two is not approved at the Annual Meeting but the Court determines in the Action that Mo Chen, not the White Marble Entities, control how the White Marble Entities’ Shares are voted, then the White Marble Entities’ shares shall be deemed to have been voted in favor of Proposal Two at the Annual Meeting and that such vote shall stand. The vote totals above include the votes of the shares held by the White Marble Entities as voted by the White Marble Entities. If the shares held by the White Marble entities reflected in the totals above are deemed to have been voted in favor of Proposal Two, the Proposal will have passed. Accordingly, if the Court rules in Mo Chen’s favor, Proposal Two will be deemed to have passed and the Company would be permitted to amend its Certificate of Incorporation to implement Proposal Two and each of the directors elected pursuant to Proposal One will serve on the Board until the annual meeting of stockholders in accordance with the class of director to which each nominee is assigned.

About CreateAI

CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US, China, and Japan. The company is pioneering the future of digital entertainment content production, seamlessly blending cutting-edge generative AI technology with the creativity of world-class talent. Our mission is to redefine the boundaries of what’s possible in digital storytelling by developing immersive, captivating, and visually stunning experiences that resonate with audiences on a global scale.

Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/createai-announces-results-of-2024-annual-meeting-of-stockholders-302338618.html

SOURCE CreateAI Holdings Inc

Continue Reading

Technology

O3 Mining Grants Security-Based Compensation For 2024

Published

on

By

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TSXV:OIII – O3 Mining

TORONTO, Dec. 23, 2024 /CNW/ – O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) (“O3 Mining” or the “Corporation”) announces its ordinary course security-based compensation awards for the year ended December 31, 2024. Effective December 23, 2024, the Corporation has granted to certain officers, directors and/or employees of the Corporation an aggregate of (i) 878,817 restricted share units of the Corporation (“RSUs”), and (ii) 230,750 deferred share units of the Corporation (“DSUs”). The RSUs will vest in their entirety over three years from the date of grant, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the date of grant. The DSUs will vest in accordance with the Corporation’s DSU plan.

The Corporation anticipates the vesting of RSUs and DSUs will be accelerated in connection with the initial deposit period for the previously announced cash offer of $1.67 per common share of the Corporation by an affiliate of Agnico Eagle Mines Limited (“Agnico Eagle”) to acquire all of the issued and outstanding common shares of the Corporation not already owned, directly or indirectly, by Agnico Eagle (the “Offer”). The Offer has been made in accordance with the support agreement between Agnico Eagle and O3 Mining dated December 12, 2024, a copy of which is available on SEDAR+ (www.sedarplus.ca) under O3 Mining’s issuer profile.

About O3 Mining Inc.

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle’s Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders. Further information can be found on our website at https://o3mining.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding vesting of RSUs and DSUs, including any accelerated vesting thereof; the anticipated next stage of development of the Marban Alliance project; and the expectation that the Marban Alliance project will deliver long-term benefits to stakeholders. Although the forward-looking information contained in this news release is based upon what O3 Mining believes, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of O3 Mining.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE O3 Mining Inc.

Continue Reading

Technology

CreateAI Announces Results of 2024 Annual Meeting of Stockholders

Published

on

By

SAN DIEGO, Dec. 23, 2024 /PRNewswire/ — CreateAI Holdings Inc., formerly TuSimple Holdings Inc. (OTCMKTS: TSPH) (“CreateAI” or the “Company”), a global artificial intelligence technology company, today announced shareholder voting results for its annual meeting of stockholders held on December 20, 2024 (the “Annual Meeting”).

As of October 28, 2024, the record date for the Annual Meeting, there were a total of 232,618,399 shares of common stock outstanding and entitled to vote at the Annual Meeting, comprised of 208,618,399 shares of Class A Common Stock (each with one vote per share) and 24,000,000 shares of Class B Common Stock (each with ten votes per share). At the Annual Meeting, holders of 207,347,538 shares of common stock, representing 423,347,538 votes, entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting was present.

The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the numbers of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each other, as applicable.

1.     Election of six nominees to serve on the Board of Directors (the “Board”) for a term which will expire at the 2025 annual meeting of stockholders, or, if Proposal Two is adopted, to hold office until the annual meeting of stockholders in accordance with the class of director to which each nominee will be assigned. The following six directors were elected by the votes as indicated below.

 
 

For

 

Withheld

 

Broker Non-Votes

Cheng Lu

 

208,949,915

 

164,765,0191

 

49,632,604

Mo Chen

 

208,946,146

 

164,768,7881

 

49,632,604

James Lu

 

209,109,928

 

164,605,0061

 

49,632,604

Zhen Tao

 

209,158,316

 

164,556,6181

 

49,632,604

Albert Schultz

 

348,895,0191

 

24,819,915

 

49,632,604

Jianan Hao

 

209,021,652

 

164,693,2821

 

49,632,604

The totals above include the 240,000,000 votes represented by the Class B shares of Common Stock. 12,000,000 shares of Class B Common Stock (representing 120,000,00 votes) were voted “FOR” and 12,000,000 shares of Class B Common stock (representing 120,000,00 votes) were voted “WITHHELD” for each of the Directors other than Albert Schultz. All shares of Class B Common Stock were voted “FOR” the election of Albert Schultz. Excluding the 240,000,000 votes from the 24,000,000 shares of Class B Common Stock from the totals above, the 183,347,538 shares of Class A Common Stock were voted as indicated below.

 
 

For

 

Withheld

 

Broker Non-Votes

Cheng Lu

 

88,949,915

 

44,765,019

 

49,632,604

Mo Chen

 

88,946,146

 

44,768,788

 

49,632,604

James Lu

 

89,109,928

 

44,605,006

 

49,632,604

Zhen Tao

 

89,158,316

 

44,556,618

 

49,632,604

Albert Schultz

 

108,895,019

 

24,819,915

 

49,632,604

Jianan Hao

 

89,021,652

 

44,693,282

 

49,632,604

2.       Amendment to the Company’s Restated Certificate of Incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms. Pursuant to the Restated Certificate of Incorporation, Proposal Two must receive the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, since directors representing two-thirds (2/3) of the total number of authorized directors have already approved. The amendment was not approved2 by the votes as indicated below:

For

 

Against1

 

Abstain

 

Broker Non-Votes

208,955,668

 

164,659,652

 

99,614

 

49,632,604

Because Proposal Two was not approved, the six directors elected pursuant to Proposal One will serve on the Board for a term which will expire at the 2025 annual meeting of stockholders.

3.       Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes as indicated below:

For

 

Against1

 

Abstain

 

Broker Non-Votes

255,504,371

 

155,923,768

 

11,919,399

 

Note 1: Includes 120,000,000 votes of the 12,000,000 shares of Class B Common Stock held by White Marble LLC and White Marble International Limited (together, the “White Marble Entities”) controlled by Dr. Xiaodi Hou.

Note 2: The White Marble Entities have filed an action in the Delaware Court of Chancery seeking a declaratory judgment that the voting agreement between White Marble and Mo Chen is invalid and White Marble, not Mo Chen, controls the vote. White Marble LLC v. Chen, C.A. No. 2024-1208-PAF (Del. Ch.) On December 13, 2024, the Court entered an order that allows the Company to hold the vote on Proposal Two, and ordered that if Proposal Two is not approved at the Annual Meeting but the Court determines in the Action that Mo Chen, not the White Marble Entities, control how the White Marble Entities’ Shares are voted, then the White Marble Entities’ shares shall be deemed to have been voted in favor of Proposal Two at the Annual Meeting and that such vote shall stand. The vote totals above include the votes of the shares held by the White Marble Entities as voted by the White Marble Entities. If the shares held by the White Marble entities reflected in the totals above are deemed to have been voted in favor of Proposal Two, the Proposal will have passed. Accordingly, if the Court rules in Mo Chen’s favor, Proposal Two will be deemed to have passed and the Company would be permitted to amend its Certificate of Incorporation to implement Proposal Two and each of the directors elected pursuant to Proposal One will serve on the Board until the annual meeting of stockholders in accordance with the class of director to which each nominee is assigned.

About CreateAI

CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US, China, and Japan. The company is pioneering the future of digital entertainment content production, seamlessly blending cutting-edge generative AI technology with the creativity of world-class talent. Our mission is to redefine the boundaries of what’s possible in digital storytelling by developing immersive, captivating, and visually stunning experiences that resonate with audiences on a global scale.

Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/createai-announces-results-of-2024-annual-meeting-of-stockholders-302338618.html

SOURCE CreateAI Holdings Inc

Continue Reading

Trending