Material Adverse Change Clauses and Acquisition Dynamics

Material-Adverse-Change clauses (MACs) are present in over 90% of acquisition agreements. These clauses are the outcome of extensive negotiation and exhibit substantial cross-sectional variation in the number and types of events that are excluded from being ‘material adverse events’ (MAEs). MAEs are the underlying cause of more than 50% of acquisition terminations and 60% of acquisition renegotiations. Moreover, these renegotiations lead to substantial changes in the price offered to target shareholders (13-15%). We find that acquisitions with fewer MAE exclusions are characterized by wider arbitrage spreads (i.e., the difference between the price offered to target shareholders and the current market price of the target’s shares) during the acquisition period and are associated with higher offer premiums. We conclude that material adverse change clauses have an economically important impact on the dynamics of corporate acquisitions and stock prices during the acquisition period.Acquisitions, Contractual mechanisms, Material-Adverse-Change clause (MACs), Material-Adverse Event (MAE) exclusions, merger agreement, risk allocation, flexibility

An approach to distribution of the product of two normal variables

The distribution of product of two normally distributed variables come from the first part of the XX Century. First works about this issue were [1] and [2] showed that under certain conditions the product could be considered as a normally distributed. A more recent approach is [3] that studied approximation to density function of the product using three methods: numerical integration, Monte Carlo simulation and analytical approximation to the result using the normal distribution. They showed as the inverse variation coefficient µ/σ increases, the distribution of the product of two independent normal variables tends towards a normal distribution. Our study is focused in Ware and Lad approaches. The objective was studying which factors have more influence in the presence of normality for the product of two independent normal variables. We have considered two factors: the inverse of the variation coefficient value µ/σ and the combined ratio (product of the two means divided by standard deviation): (µ1µ2(/σ for two normal variables with the same variance. Our results showed that for low values of the inverse of the variation coefficient (less than 1) normal distribution is not a good approximation for the product. Another one, influence of the combined ratio value is less than influence of the inverse of coefficients of variation value.info:eu-repo/semantics/publishedVersio

Skewness into the product of two normally distributed variables and the risk consequences

The analysis of skewness is an essential tool for decision-making since it can be used as an indicator on risk assessment. It is well known that negative skewed distributions lead to negative outcomes, while a positive skewness usually leads to good scenarios and consequently minimizes risks. In this work the impact of skewness on risk analysis will be explored, considering data obtained from the product of two normally distributed variables. In fact, modelling this product using a normal distribution is not a correct approach once skewness in many cases is different from zero. By ignoring this, the researcher will obtain a model understating the risk of highly skewed variables and moreover, for too skewed variables most of common tests in parametric inference cannot be used. In practice, the behaviour of the skewness considering the product of two normal variables is explored as a function of the distributions parameters: mean, variance and inverse of the coefficient variation. Using a measurement error model, the consequences of skewness presence on risk analysis are evaluated by considering several simulations and visualization tools using R software.info:eu-repo/semantics/publishedVersio

Approximating the distribution of the product of two normally distributed random variables

The distribution of the product of two normally distributed random variables has been an open problem from the early years in the XXth century. First approaches tried to determinate the mathematical and statistical properties of the distribution of such a product using different types of functions. Recently, an improvement in computational techniques has performed new approaches for calculating related integrals by using numerical integration. Another approach is to adopt any other distribution to approximate the probability density function of this product. The skew-normal distribution is a generalization of the normal distribution which considers skewness making it flexible. In this work, we approximate the distribution of the product of two normally distributed random variables using a type of skew-normal distribution. The influence of the parameters of the two normal distributions on the approximation is explored. When one of the normally distributed variables has an inverse coefficient of variation greater than one, our approximation performs better than when both normally distributed variables have inverse coefficients of variation less than one. A graphical analysis visually shows the superiority of our approach in relation to other approaches proposed in the literature on the topic.info:eu-repo/semantics/publishedVersio

Measurement device design: Rain gauge

The need to size large hydraulic infrastructures, exploit extensive agricultural areas or simply arrange water assets for human consumption makes the evaluation of the available water resources essential. Water is a scarce resource that is poorly distributed both, spatially and temporally. Therefore, a set of hydrological networks that allow the evaluation of water quantity and quality is required. In order to achieve this, the first step is to retrieve reliable data on rainfall. To carry out a correct evaluation of water resources, both in the small and large scale, disposing hydrological networks that involve a certain number of measuring devices becomes critical. Despite the great amount of studies that have been developed on measuring devices such as rain gauges, there are still many errors that remain in the measurements and that have not been ruled out yet, thus affecting the accuracy of the measurements. In this sense, the design of a device that provides an accurate measurement of rainfall and also results affordable, could be the key to a product with great acceptance in the market. The aim of this work is to present the design of a measurement device that provides accurate data and can be used in multiple ways: as an ordinary rain gauge, as a rain gauge recorder, or even allowing to carry on both functions simultaneously. The methodology followed for its implementation has consisted in analyzing the techniques and procedures to be trailed at quantifying rainfall, conducting a market study and analyzing specifications to be in accordance to WMO (World Meteorological Organization) [2] [3] to then go through a conceptual design and finally complete the detailed design where materials are valued and simulation tests are performed in order to meet certain accuracy and economical requirements.Universidad de Málaga. Campus de Excelencia Internacional Andalucía Tech

The role of implicit theories about climate change malleability in the prediction of pro-environmental behavioral intentions

Understanding the variables that influence pro-environmental intentions is key to promoting pro-environmental actions. In this research, we analyze how the sense of responsibility toward climate change and implicit theories about climate change (ITCC) interact to condition individual pro-environmental intention. A total of 48 psychology students with a mean age of 19 years were randomly divided into two experimental groups and participated in a pretest–posttest experiment. The experimental manipulation consisted of reading a news extract regarding scientific research: one group was given information stating that climate change is still reversible, instilling incremental ITCC; the other group was given the opposite information, instilling static ITCC. The results of the one-way ANOVA (F = 4.206, p < .05) showed that people with incremental ITCC presented a greater intention to behave in a pro-environmental way than did individuals with static ITCC. Moreover, the moderating analysis showed that ITCC act as a moderating variable in the relationship between the sense of responsibility and pro-environmental behavioral intentions. The sense of responsibility predicted pro-environmental behavioral intentions when individuals held incremental ITCC (p < .01) but not when they held static ITCC (p = .901). This research emphasized the relevance of promoting incremental ITCC interventions in the environmental education field, as the sense of responsibility toward climate change is deterministic but not in itself enough to acquire the intention to behave in a pro-environmental way

Untargeted profiling of concordant/discordant phenotypes of high insulin resistance and obesity to predict the risk of developing diabetes

This study explores the metabolic profiles of concordant/discordant phenotypes of high insulin resistance (IR) and obesity. Through untargeted metabolomics (LC-ESI-QTOF-MS), we analyzed the fasting serum of subjects with high IR and/or obesity ( n = 64). An partial least-squares discriminant analysis with orthogonal signal correction followed by univariate statistics and enrichment analysis allowed exploration of these metabolic profiles. A multivariate regression method (LASSO) was used for variable selection and a predictive biomarker model to identify subjects with high IR regardless of obesity was built. Adrenic acid and a dyglyceride (DG) were shared by high IR and obesity. Uric and margaric acids, 14 DGs, ketocholesterol, and hydroxycorticosterone were unique to high IR, while arachidonic, hydroxyeicosatetraenoic (HETE), palmitoleic, triHETE, and glycocholic acids, HETE lactone, leukotriene B4, and two glutamyl-peptides to obesity. DGs and adrenic acid differed in concordant/discordant phenotypes, thereby revealing protective mechanisms against high IR also in obesity. A biomarker model formed by DGs, uric and adrenic acids presented a high predictive power to identify subjects with high IR [AUC 80.1% (68.9-91.4)]. These findings could become relevant for diabetes risk detection and unveil new potential targets in therapeutic treatments of IR, diabetes, and obesity. An independent validated cohort is needed to confirm these results

Extracellular Kir2.1C122Y Mutant Upsets Kir2.1-PIP2 Bonds and Is Arrhythmogenic in Andersen-Tawil Syndrome.

BACKGROUND Andersen-Tawil syndrome type 1 is a rare heritable disease caused by mutations in the gene coding the strong inwardly rectifying K+ channel Kir2.1. The extracellular Cys (cysteine)122-to-Cys154 disulfide bond in the channel structure is crucial for proper folding but has not been associated with correct channel function at the membrane. We evaluated whether a human mutation at the Cys122-to-Cys154 disulfide bridge leads to Kir2.1 channel dysfunction and arrhythmias by reorganizing the overall Kir2.1 channel structure and destabilizing its open state. METHODS We identified a Kir2.1 loss-of-function mutation (c.366 A>T; p.Cys122Tyr) in an ATS1 family. To investigate its pathophysiological implications, we generated an AAV9-mediated cardiac-specific mouse model expressing the Kir2.1C122Y variant. We employed a multidisciplinary approach, integrating patch clamping and intracardiac stimulation, molecular biology techniques, molecular dynamics, and bioluminescence resonance energy transfer experiments. RESULTS Kir2.1C122Y mice recapitulated the ECG features of ATS1 independently of sex, including corrected QT prolongation, conduction defects, and increased arrhythmia susceptibility. Isolated Kir2.1C122Y cardiomyocytes showed significantly reduced inwardly rectifier K+ (IK1) and inward Na+ (INa) current densities independently of normal trafficking. Molecular dynamics predicted that the C122Y mutation provoked a conformational change over the 2000-ns simulation, characterized by a greater loss of hydrogen bonds between Kir2.1 and phosphatidylinositol 4,5-bisphosphate than wild type (WT). Therefore, the phosphatidylinositol 4,5-bisphosphate-binding pocket was destabilized, resulting in a lower conductance state compared with WT. Accordingly, on inside-out patch clamping, the C122Y mutation significantly blunted Kir2.1 sensitivity to increasing phosphatidylinositol 4,5-bisphosphate concentrations. In addition, the Kir2.1C122Y mutation resulted in channelosome degradation, demonstrating temporal instability of both Kir2.1 and NaV1.5 proteins. CONCLUSIONS The extracellular Cys122-to-Cys154 disulfide bond in the tridimensional Kir2.1 channel structure is essential for the channel function. We demonstrate that breaking disulfide bonds in the extracellular domain disrupts phosphatidylinositol 4,5-bisphosphate-dependent regulation, leading to channel dysfunction and defects in Kir2.1 energetic stability. The mutation also alters functional expression of the NaV1.5 channel and ultimately leads to conduction disturbances and life-threatening arrhythmia characteristic of Andersen-Tawil syndrome type 1.The authors thank the Centro Nacional de Investigaciones Cardiovasculares (CNIC) Viral Vectors Unit for producing the adeno-associated virus serotype 9. Confocal experiments were conducted at the CNIC Microscopy and Dynamic Imaging Unit. The authors thank the CNIC Bioinformatics Unit for generating the in silico homology modeling simulations, F-function analysis, and helpful discussions. The authors also thank the Centro de Supercomputación de Galicia for the use of the Finis Terrae III supercomputer to perform molecular dynamics studies. The CNIC was supported by the Instituto de Salud Carlos III, the Ministerio de Ciencia, Innovación y Universidades, and the Pro CNIC Foundation and is a Severo Ochoa Center of Excellence (grant CEX2020-001041-S funded by MICIU/AEI/10.13039/501100011033). This work was supported by the National heart, Lung and Blood Institute under National Institutes of Health (NIH) grant R01HL163943; the La Caixa Banking Foundation project code HR18-00304 (grant LCF/PR/HR19/52160013); grants PI-FIS-2020, PI20/01220, PI-FIS-2023, and PI23/01039 from the Instituto de Salud Carlos III and cofunded by the Fondo Europeo de Desarrollo Regional (FEDER) and the European Union, respectively; grants PID2020-116935RB-I00 and BFU2016-75144-R funded by MICIU/AEI/10.13039/501100011033; the Fundación La Marató de TV3 (736/C/2020) amb el suport de la Fundació La Marató de TV3; the CIBER (Centro de Investigación Biomédica en Red) de Enfermedades Cardiovasculares (grant CB16/11/00458); the European Union’s Horizon 2020 grant agreement GA-965286; and the Program S2022/BMD7229-CM ARCADIACM funded by the Comunidad de Madrid to J. Jalife; grant PID2021-126423OB-C22 (to M. Martín-Martínez) funded by MICIU/AEI/10.13039/501100011033; and European Regional Development Fund (ERDF) grant PID2022-137214OB-C22 (to M. Gutierrez-Rodríguez) funded by MICIU/AEI/10.13039/501100011033. The imaging studies were performed in the TRIMA@CNIC (Infraestructura de Imagen Traslacional Avanzada del CNIC) node of the ICTS ReDIB (Infraestructuras Científicas y Técnicas Singulares: Red Distribuida de Imagen Biomédica) grant ICTS-2018- 04-CNIC-16 funded by MICIU/AEI/10.13039/501100011033 and ERDF, and project EQC2018-005070-P funded by MICIU/AEI/10.13039/501100011033 and FEDER. A.I. Moreno-Manuel holds an formación profesional universitaria (FPU) contract (FPU20/01569) from the Ministerio de Universidades. J.M. Ruiz Robles holds an FPU contract (FPU22/03253) from the Ministerio de Universidades. L.K. Gutiérrez holds an FPI contract (PRE2018-083530) from the Ministerio de Economía y Competitividad de España cofunded by the Fondo Social Europeo, attached to project SEV-2015-0505-18-2. I. Martínez-Carrascoso holds a PFIS (Contratos predoctorales de formación en investigación en salud) contract (FI21/00243) funded by Instituto de Salud Carlos III and the Fondo Social Europeo Plus cofunded by the European Union. M.L. Vera-Pedrosa held contract PEJD-2019-PRE/BMD15982 funded by the Consejería de Educación e Investigación de la Comunidad de Madrid y Fondo Social Europeo.S

Report on the 2020 ICCAT workshop on small tunas biology studies for growth and reproduction

This report describes the 2020 ICCAT workshop on small tunas biology studies for growth and reproduction, hosted by the Instituto Español de Oceanografía, Málaga, Spain. The major objectives of the workshop were: 1) starting the creation of ageing and reproduction reference sets and, 2) providing more training for the ongoing sample collection and processing to the teams involved in these studies. As approved by the SCRS in 2017, the Small Tuna Species Group intersessional meeting decided to prioritize the collection of biological samples aiming at growth, maturity and stock structure studies on three species: little tunny (Euthynnus alletteratus), Atlantic Bonito (Sarda sarda) and wahoo (Acanthocybium solandri), based on their economic importance and the lack of knowledge on their biology. This work will contribute to the next major advance in the assessment of these three species