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BALA CYNWYD, Pa., Sept. 06, 2024 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky (jbrodsky@brodskysmith.com) or Marc Ackerman (mackerman@brodskysmith.com) at 855-576-4847. There is no cost or financial obligation to you.
Enstar Group Limited (Nasdaq – ESGR)
Under the terms of the agreement, Enstar will be acquired by Sixth Street for $338.00 in cash per ordinary share of Enstar payable upon closing of the transaction, representing a total equity value of $5.1 billion. The investigation concerns whether Enstar Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Sixth Street is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/enstar-group-limited-nasdaq-esgr/
PetIQ, Inc. (Nasdaq – PETQ)
Under the terms of the Merger Agreement, PetIQ will be acquired by Bansk Group (“Bansk”) in a deal valued at approximately $1.5 billion. Bansk will acquire all outstanding shares of PetIQ for $31.00 in cash. The investigation concerns whether the PetIQ Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Bansk is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/petiq-inc-nasdaq-petq/.
Greenbrook TMS, Inc. (OTC – GBNHF)
Under the terms of the agreement, Greenbrook TMS will be acquired by Neuronetics, Inc. (“Neuronetics”) (Nasdaq – STIM) in an all-stock transaction. Each Greenbrook share is expected to be exchanged for 0.01149 shares of Neuronetics common stock at the closing of the transaction. Following the closing of the transaction, Neuronetics shareholders will own approximately 57% of the combined company, and Greenbrook shareholders will own approximately 43% of the combined company, respectively, on a fully diluted basis. The investigation concerns whether the Greenbrook TMS Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Neuronetics is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/greenbrook-tms-inc-otc-gbnhf/.
GSE Solutions, Inc. (Nasdaq – GVP)
Under the terms of the agreement, GSE Solutions will be acquired by Pelican Energy Partners (“Pelican”) for $4.10 in cash. The investigation concerns whether the GSE Solutions Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Pelican is paying fair value to shareholders of the Company. For example, the deal consideration is below the 52-week high of $5.38 for the Company’s shares.
Additional information can be found at https://www.brodskysmith.com/cases/gse-solutions-inc-nasdaq-gvp/.
Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and have successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to:
Inflection Point Acquisition Corp. II (NASDAQ:IPXX)'smerger with USA Rare Earth, LLC. If you are an Inflection Point shareholder,click here to learn more about your rights and options.
Enstar Group Limited (NASDAQ:ESGR)'s sale to Sixth Street for $338.00 in cash per ordinary share of Enstar. If you are an Enstar shareholder,click here to learn more about your rights and options.
Stronghold Digital Mining, Inc. (NASDAQ:SDIG)'s sale to Bitfarms Ltd. for 2.52 shares of Bitfarms for each share of Stronghold. Upon closing of the proposed transaction, Stronghold shareholders are expected to own just under 10% of the combined company. If you are a Stronghold shareholder,click here to learn more about your legal rights and options.
Shareholders are encouraged to contact the firm free of charge to discuss their legal rights and options. Please call Daniel Sadeh or Zachary Halper at (212) 763-0060 or email sadeh@halpersadeh.com or zhalper@halpersadeh.com.
Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors.
Attorney Advertising. Prior results do not guarantee a similar outcome.
Contact Information:
Halper Sadeh LLC Daniel Sadeh, Esq. Zachary Halper, Esq. (212) 763-0060sadeh@halpersadeh.comzhalper@halpersadeh.comhttps://www.halpersadeh.com
SOURCE: Halper Sadeh LLP
View the original press release on accesswire.comSept 4 (Reuters) - Enstar Group Ltd ESGR.O:
ENSTAR ANNOUNCES EXPIRATION OF “GO-SHOP” PERIOD
ENSTAR GROUP LTD - TRANSACTION IS EXPECTED TO CLOSE IN MID-2025
Source text for Eikon: (Full Story)
Further company coverage: ESGR.O
HAMILTON, Bermuda, Sept. 04, 2024 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar”) (Nasdaq: ESGR) today announced the expiration of the 35-day “go-shop” period as provided in the previously announced definitive merger agreement, pursuant to which Sixth Street, a leading global investment firm, will acquire Enstar for $5.1 billion. The go-shop period expired at 11:59 p.m. ET on September 2, 2024.
During the “go-shop” period, Enstar, with the assistance of its financial advisor Goldman Sachs & Co. LLC, actively solicited alternative acquisition proposals from 34 potentially interested third parties. To date, the Company has not received any additional acquisition proposals following the execution of the merger agreement.
As the “go-shop” period has ended, Enstar and its financial advisor have now entered into the “no-shop” period. During the “no-shop” period, the Company will be subject to customary restrictions limiting its ability to solicit any alternative acquisition proposals and to participate in discussions or negotiations with or provide non-public information to any person relating to any acquisition proposal, subject to customary “fiduciary out” provisions.
The transaction, which has been unanimously approved and recommended to its shareholders by Enstar’s Board of Directors, is expected to close in mid-2025, subject to approval by Enstar’s shareholders, regulatory approvals, and other customary closing conditions. Upon completion of the transaction, Enstar will become a privately-held company.
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor to Enstar and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP are acting as legal advisors. Ardea Partners LP, Barclays PLC and J.P. Morgan Securities LLC are acting as financial advisors to Sixth Street and Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors.
Forward Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that include words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe,” “would,” “should,” “could,” “seek,” “may,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including those related to the satisfaction of any post-closing regulatory requirements.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the completion of the proposed transaction on the anticipated terms and timing, (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that Enstar’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against Enstar or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction (including the ability of certain customers to terminate or amend contracts upon a change of control) will harm Enstar’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of Enstar to retain and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Enstar’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact Enstar’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring Enstar to pay a termination fee; (xvii) those risks and uncertainties set forth under the headings “Forward Looking Statements” and “Risk Factors” in Enstar’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Enstar with the Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xviii) those risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated below.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the proposed transaction. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. Enstar undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, or to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect Enstar.
Important Information for Investors and Shareholders
This communication is being made in connection with the proposed transaction involving Enstar and Sixth Street. In connection with the proposed transaction, Enstar plans to file with the SEC relevant materials, including a proxy statement on Schedule 14A. The definitive proxy statement (if and when available) will be mailed to shareholders of Enstar. This communication is not a substitute for the proxy statement or any other document that Enstar may file with the SEC or send to its shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Shareholders will be able to obtain, free of charge, copies of such documents filed by Enstar when filed with the SEC in connection with the proposed transaction at the SEC’s website (http://www.sec.gov). In addition, Enstar’s shareholders will be able to obtain, free of charge, copies of such documents filed by Enstar at Enstar’s website (https://investor.enstargroup.com). Alternatively, these documents, when available, can be obtained free of charge from Enstar’s upon written request to Investor Relations at investor.relations@enstargroup.com.
Participants in Solicitation
Enstar, its respective directors and certain of its executive officers may be deemed to be “participants” (as defined under Section 14(a) of the Exchange Act) in the solicitation of proxies from Enstar shareholders with respect to the transaction. Information about the identity of Enstar’s directors is set forth in Enstar’s proxy statement on Schedule 14A filed with the SEC on April 26, 2024 (the “2024 Proxy”) (and available here). Information about the compensation of Enstar’s directors is set forth in the section entitled “Director Compensation” starting on page 39 of the 2024 Proxy (and available here) and information about the compensation of Enstar’s executive officers is set forth in the section entitled “Executive Compensation” staring on page 43 of the 2024 Proxy (and available here). Transactions with related persons (as defined in Item 404 of Regulation S-K promulgated under the Securities Act) are disclosed in the section entitled “Certain Relations and Related Party Transactions” starting on page 101 of the 2024 Proxy (and available here). Information about the beneficial ownership of Enstar securities by Enstar’s directors and named executive officers is set forth in the section entitled “Beneficial Ownership of Certain Holders” on page 99 of the 2024 Proxy (and available here).
Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement relating to the transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://investor.enstargroup.com/.
About Enstar
Enstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international locations. A market leader in completing legacy acquisitions, Enstar has acquired more than 117 companies and portfolios since its formation in 2001. For further information about Enstar, see www.enstargroup.com.
About Sixth Street
Sixth Street is a leading global investment firm with over $75 billion in assets under management and committed capital. The firm uses its long-term flexible capital, data-enabled capabilities, and One Team culture to develop themes and offer solutions to companies across all stages of growth. Founded in 2009, Sixth Street has 600 team members including over 200 investment professionals operating around the world. For more information, follow Sixth Street on social media and visit www.sixthstreet.com.
Contact:
For Enstar: For Investors: Matthew Kirk (investor.relations@enstargroup.com)For Media: Jenna Kerr (communications@enstargroup.com)
For Sixth Street:Patrick CliffordPclifford@sixthstreet.com+1 (646) 906-4339
MALVERN, Pa., Sept. 03, 2024 (GLOBE NEWSWIRE) -- Neuronetics, Inc. (NASDAQ: STIM), a medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, is proud to shine a light on the powerful stories shared through the NeuroStar Voices Portal in recognition of Suicide Prevention Month. Launched last year, the portal has become a vital platform for individuals to share their journeys of battling depression and reclaiming their lives through NeuroStar Advanced Therapy.
NeuroStar is also marking a key milestone, reaching halfway toward its goal of saving 3,325 lives with this transformative therapy. In less than three years, NeuroStar has treated 88,533 patients, potentially saving 1,771 lives. This achievement is part of a five-year plan to treat 166,240 people with NeuroStar TMS and save 3,325 lives.*1 The five-year plan accelerates momentum gained since NeuroStar’s initial FDA clearance in 2008. The 88,533 patients treated in such a short time represent more than half the total number of patients treated between 2008 and 2023.
“When we set the goal of saving 3,325 lives, it was more than an objective—it was a heartfelt commitment to providing hope to those struggling to stay afloat,” said Keith J. Sullivan, President and CEO of Neuronetics, Inc. “Surpassing the halfway mark underscores that every life saved is a testament the bravery of those fighting depression and the impact NeuroStar has on their mental health journey. The inspiring stories shared through the NeuroStar Voices Portal humanizes these milestones, showcasing the transformative power of our therapy and the renewed hope it brings to individuals and their families.”
The NeuroStar Voices Portal powerfully illustrates NeuroStar’s life-saving impact on those battling depression, as well as its profound effects on families and communities.
According to the Centers for Disease Control and Prevention, suicide deaths reached a record high in 2022, with nearly 50,000 Americans losing their lives to suicide, reflecting an urgent and ongoing need for effective mental health treatments.2 These findings highlight the critical importance of continued innovation and commitment in mental health care and underscore how NeuroStar plays a vital role in providing support and hope to those in need. For more information about NeuroStar TMS Therapy, please visit www.neurostar.com.
*Based on a suicide rate of 2%.
AboutNeuroneticsNeuronetics, Inc. believes that mental health is as important as physical health. As a global leader in neuroscience, Neuronetics is redefining patient and physician expectations with its NeuroStar Advanced Therapy for Mental Health. NeuroStar is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication hasn’t helped. NeuroStar is indicated for the treatment of depressive episodes and for decreasing anxiety symptoms for those who may exhibit comorbid anxiety symptoms in adult patients suffering from MDD and who failed to achieve satisfactory improvement from previous antidepressant medication treatment in the current episode. It is also FDA-cleared as an adjunct for adults with obsessive-compulsive disorder and for adolescent patients aged 15-21 with MDD. NeuroStar Advanced Therapy is the leading TMS treatment for MDD in adults with over 6.6 million treatments delivered. Neuronetics is committed to transforming lives by offering an exceptional treatment that produces extraordinary results. For safety and prescribing information, visit www.neurostar.com.
Media Contact:EvolveMKD646.517.4220NeuroStar@evolvemkd.com
Sources
Reporter Name | Muir Glenn P |
Relationship | Director |
Type | Purchase |
Amount | $21,250 |
SEC Filing | Form 4 |
Glenn P Muir, serving as a Director at Neuronetics, has purchased a total of 25,000 shares of Common Stock on August 28 and 29, 2024, at a price of $0.85 per share, amounting to a total purchase of $21,250. Following these transactions, Muir directly owns 264,818 shares of Neuronetics.
SEC Filing: Neuronetics, Inc. [ STIM ] - Form 4 - Aug. 30, 2024
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