M&A - Penguin Solutions, Inc.

Form Type: DEF 14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525110748

Filing Summary: Penguin Solutions, Inc. has announced a proposed scheme of arrangement to redomicile from the Cayman Islands to the United States. This transaction involves exchanging ordinary shares and convertible preferred shares of Penguin Solutions Cayman for an equal number of shares in the newly formed Delaware corporation, also named Penguin Solutions, Inc. The scheme meeting will be held on June 16, 2025, to approve this redomiciliation, which aims to simplify the corporate structure and align it with operational activities in the U.S. Shareholder approval is required, and if sanctioned by the Cayman Court, the redomiciliation will take effect following the exchange of shares. The new Delaware corporation will be listed on Nasdaq under the ticker 'PENG'.

Form Type: PRE 14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060930

Filing Summary: Penguin Solutions, Inc. is proposing to redomicile its corporate headquarters from the Cayman Islands to the United States, specifically incorporating a new parent company in Delaware. This transaction will involve a scheme of arrangement under Cayman Islands law, where shareholders will exchange their ordinary shares and convertible preferred shares for equivalent shares in the new Delaware company. The board of directors determined that this move is in the best interests of the company and its stakeholders, as it aligns better with the company's significant operations and assets based in the U.S. and helps streamline governance. The scheme meeting will seek shareholder approval for this proposal, with details about the voting process and a proxy statement provided to shareholders. Key dates for voting and other procedural details are outlined, emphasizing the importance of voting during the scheme meeting. If sanctioned, the new parent company will list its common stock on Nasdaq under the ticker symbol 'PENG'. The document encourages shareholders to consider the benefits and risks associated with this change as outlined in the accompanying proxy statement.