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Tenneco Announces Redemption of 4.875% Senior Secured Notes due 2022

PR Newswire

LAKE FOREST, Ill., Nov. 13, 2020 /PRNewswire/ — Tenneco Inc. (NYSE: TEN) (“Tenneco”) today announced that it will redeem all of its outstanding 4.875% Senior Secured Notes due 2022 (the “Notes”) on December 14, 2020 (the “redemption date”). The aggregate principal amount outstanding of the Notes is €415,000,000. The redemption price for the Notes will be equal to 101.21875% of the principal amount thereof, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date, for a total payment to holders of €1,020.1771 per €1,000 principal amount of Notes. The Notes are currently listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market.

Tenneco intends to fund the redemption of the Notes with proceeds from its previously announced offering of senior secured notes due 2029 (the “New Notes Offering”). Tenneco’s obligation to redeem the Notes is subject to the completion of the closing of the New Notes Offering.  On and after the redemption date, the Notes will no longer be deemed outstanding, interest will cease to accrue thereon, and all rights of the holders of the Notes will cease, except for the right to receive the redemption price.

Payment of the redemption price for the Notes will be made in accordance with the applicable procedures of Euroclear Bank S.A. / N.V. and Clearstream Banking, S.A.

Wilmington Trust, National Association is the trustee for the Notes, The Bank of New York Mellon, London Branch is serving as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., is acting as registrar.

This press release is for information purposes only and shall not constitute the official notice of redemption required under the indenture governing the Notes, which notice shall be provided by the Paying Agent on behalf of Tenneco.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Tenneco
Tenneco is one of the world’s leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with 2019 revenues of $17.5 billion and approximately 78,000 team members working at more than 300 sites worldwide. Through our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket. Visit www.tenneco.com to learn more.

Investor inquiries:

Linae Golla

847 482-5162
[email protected]

Rich Kwas
248-849-1340
[email protected]

Media inquiries:

Bill Dawson

847 482-5807
[email protected]

 

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SOURCE Tenneco Inc.

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Keeping rates low and investing in Kentucky, priorities for LG&E and KU

Promoting economic recovery and providing more energy options for customers remain key

PR Newswire

LOUISVILLE, Ky., Nov. 13, 2020 /PRNewswire/ — Throughout the ongoing pandemic, Louisville Gas and Electric and Kentucky Utilities companies’ delivery of safe, reliable service has been more important than ever. With so many customers working and learning remotely, keeping additional groceries in the refrigerator and spending more time at home, customers’ reliance on ’round-the-clock service – and LG&E and KU’s dedication to deliver – is essential.

During this time, LG&E and KU have been committed to assisting customers and communities that may be struggling. The utilities suspended late fees, convenience charges and disconnects for non-payment beginning in March; donated to COVID-19 relief efforts throughout Kentucky; encouraged economic recovery; and maintained planned infrastructure and technology enhancements to continue providing safe and reliable service.

“During these difficult times, we know our customers have depended on us more than ever before,” said Paul Thompson, LG&E and KU President and CEO. “Many of our residential customers, businesses and communities have been struggling as a result of the pandemic, and we want to ensure we are doing our part to help them succeed. For us, that means keeping the lights on and the gas flowing and providing opportunities that encourage economic recovery and new job opportunities.”


Ensuring Reliable Service

Key to LG&E and KU’s reliability and system resiliency are investments in the utilities’ electric distribution and transmission systems. These include upgraded lines; replacing aging wooden poles with steel; new circuit breakers and substation equipment; cycle-based vegetation management; and advanced technology that immediately pinpoints the location of power outages, and in many cases, limits the impacted area and automatically restores service for all other customers. As a result, within the last decade, outage frequency and duration have been reduced by 20%, preventing more than 31 million outage minutes on the distribution system alone.

Likewise, generation reliability from LG&E and KU’s power plants is among the best in the nation as a result of the utilities’ focus on carefully planned maintenance processes and prioritized investment in equipment critical to reliable generation. The utilities’ key reliability measure of unplanned equipment downtime has been reduced or improved by approximately 50% at the utilities’ power plants over the last decade.

Across its natural gas system, LG&E is continuing to replace aging steel gas lines; making upgrades to compressor stations and underground storage facilities; and following comprehensive safety protocols that include using in-line inspection tools, robotic sensors and leak detection surveys.


Managing Costs to Keep Rates Low and Affordable

Providing safe and reliable service to customers requires significant investment and costs. While LG&E and KU have a proven track record of keeping their costs down, they must, on occasion, seek adjustments to their cost-based rates in order to continue to make the investments necessary to provide the exceptional service their customers have come to expect and require.

“We pride ourselves on providing our customers high value with award-winning service and low rates,” said Thompson. “Making the decision to request a rate adjustment in this difficult economic period was carefully considered and even delayed two months to help allow more economic recovery. However, for us to continue to provide the service on which our customers rely, we are at a point where we must ask the Kentucky Public Service Commission to review our rates based on the increasing costs to serve our customers. In addition to having more economic recovery occur before new rates would go into effect mid-2021, we hope to temper the initial increase in customer bills by also requesting approval of a $53 million ‘Economic Relief Surcredit’ that would help to mitigate the impact of the rate adjustment until mid-2022. Additionally, pending the outcome of this proceeding, it’s our goal not to request another base rate adjustment for several years.”

Despite rising costs for cybersecurity and outside labor, and the investments in the utilities’ systems, LG&E and KU will continue to deliver rates that are among the lowest in the nation. The utilities are ranked in the top quartile of peer companies for holding down costs. As a result, LG&E and KU have maintained residential rates well below the national average. LG&E’s rates are 17% lower than the national average, while KU’s rates are 22% below the national average.

If approved, taking into account the Economic Relief Surcredit, which provides immediate financial benefit, the impact on residential customer bills would be as follows:

KU residential customers using an average of 1,120 kWh per month would see an increase of $12.09 in their total monthly electric bill for the first 12 months after the ruling. When the relief credit expires in mid-2022, a KU residential customer using the same amount of energy would see their monthly bill increase approximately 76 cents.

LG&E residential electric customers using an average of 894 kWh per month would see an increase in their total monthly bill of $8.67 for the first 12 months after the ruling. An LG&E residential customer using the same amount of energy would see the additional monthly increase of $3.07 when the relief credit expires in mid-2022.

LG&E residential natural gas customers using an average of 54 Ccf per month would see an increase of $5.83 in their total monthly bill for the first 12 months following the ruling, and the additional monthly increase of 34 cents in mid-2022.


More Tailored Offerings for Customers

To help improve the environment and enable customers to better manage their bills, LG&E and KU are seeking approval for full deployment of advanced metering infrastructure, faster electric vehicle charging stations and an updated net metering tariff.

LG&E and KU are asking for permission to deploy advanced meters, also known as smart meters, without asking for an increase in rates due to the installation. Already, as part of a pilot program, 20,000 advanced meters have been installed at the request of customers, and more than 5,000 customers are on a waiting list. Advanced meters help customers better understand and manage their energy use and provide LG&E and KU information that helps reduce outages.

Throughout Kentucky, the utilities already offer 20 public electric vehicle charging stations that charge a vehicle at 12 miles to 60 miles of range per hour. To help alleviate “range anxiety,” LG&E and KU propose adding up to eight additional fast-charging stations that can provide customers with 300 miles of range per hour of charging. While just a first step, it is a key step for infrastructure development for EV deployment in Kentucky.

LG&E and KU also are asking for an adjustment in what the utilities, and ultimately all customers, must pay for excess energy created by customers with private generation systems. The adjustment will have no impact on current net metering customers for 25 years and will not impact new net metering customers who simply want to generate and offset their energy use with a private generation system. Only new net metering customers who wish to sell excess energy back to LG&E and KU will be impacted by the change.    


Timing and Ongoing Support

“We have worked to mitigate the financial impacts until the economy has a chance to rebound, and we are offering our customers programs to help them manage their bills during this most difficult time,” Thompson said. “I encourage customers having difficulty paying their utility bills to reach out to us to utilize our flexible payment options and be connected to other agencies that can provide support.”

Each year, the LG&E and KU Foundation, the companies and their employee charitable giving campaign combine to donate nearly $7 million to Kentucky nonprofit organizations that help advance our communities and support those in need.

LG&E and KU plan to file for review by the KPSC on Nov. 25. If approved, no changes would occur before mid-2021 and the full effect would not occur until mid-2022. To further assist with the economic recovery and development, the utilities are targeting this to be the last base rate adjustment for several years.

Louisville Gas and Electric Company and Kentucky Utilities Company, part of the PPL Corporation (NYSE: PPL) family of companies, are regulated utilities that serve more than 1.3 million customers and have consistently ranked among the best companies for customer service in the United States. LG&E serves 329,000 natural gas and 418,000 electric customers in Louisville and 16 surrounding counties. KU serves 558,000 customers in 77 Kentucky counties and five counties in Virginia. More information is available at http://www.lge-ku.com and www.pplweb.com.


Note to Editors: Visit our media website at www.pplnewsroom.com for additional news and background about PPL Corporation.

Contact: LG&E and KU Media Relations, 502-627-4999

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SOURCE Louisville Gas and Electric and Kentucky Utilities

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Insmed Receives Priority Medicines (PRIME) Designation from European Medicines Agency (EMA) for Brensocatib in Patients with Non-Cystic Fibrosis Bronchiectasis (NCFBE)

PR Newswire

BRIDGEWATER, N.J., Nov. 13, 2020 /PRNewswire/ — Insmed Incorporated (Nasdaq: INSM), a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases, today announced that the European Medicines Agency (EMA) has granted Priority Medicines (PRIME) designation to brensocatib for the treatment of non-cystic fibrosis bronchiectasis (NCFBE). Brensocatib is a novel, first-in-class, oral, reversible inhibitor of dipeptidyl peptidase 1 (DPP1) being developed by Insmed for the treatment of NCFBE and other inflammatory diseases.

The EMA’s PRIME designation is designed to enhance support for the development of medicines that target unmet medical needs. To be eligible, treatment candidates must demonstrate the potential to offer a major therapeutic advantage over existing treatments, or benefit patients without treatment options, based on early clinical data. The benefits of PRIME designation include early and enhanced interaction with the EMA to optimize development plans and the potential for accelerated assessment. More information on PRIME designation can be found on the EMA website at ema.europe.eu.

“We are very pleased that the EMA has recognized the potential for brensocatib to offer an entirely new treatment approach for NCFBE, a severe and chronic disease with significant unmet needs,” said Martina Flammer, M.D., MBA, Chief Medical Officer of Insmed. “We are building on the strength of the Phase 2 WILLOW study with the initiation of a pivotal Phase 3 program for brensocatib that we hope will bring forth this urgently needed solution.”

The PRIME designation is based on positive results from the global, randomized, double-blind, placebo-controlled Phase 2 WILLOW study of brensocatib in adults with NCFBE. Insmed plans to initiate the registrational Phase 3 ASPEN trial of brensocatib in patients with NCFBE by the end of 2020. More information on this study is available at clinicaltrials.gov (NCT04594369).

In addition to PRIME designation, brensocatib has received Breakthrough Therapy Designation from the U.S. Food and Drug Administration.

About WILLOW

WILLOW was a randomized, double-blind, placebo-controlled, parallel-group, multi-center, multi-national, Phase 2 study to assess the efficacy, safety and tolerability, and pharmacokinetics of brensocatib administered once daily for 24 weeks in patients with non-cystic fibrosis bronchiectasis (NCFBE). WILLOW was conducted at 116 sites and enrolled 256 adult patients diagnosed with NCFBE who had at least two documented pulmonary exacerbations in the 12 months prior to screening. Patients were randomized 1:1:1 to receive either 10 mg or 25 mg of brensocatib or matching placebo. The primary efficacy endpoint was the time to first pulmonary exacerbation over the 24-week treatment period in the brensocatib arms compared to the placebo arm.

About Brensocatib

Brensocatib is a small molecule, oral, reversible inhibitor of dipeptidyl peptidase 1 (DPP1) being developed by Insmed for the treatment of patients with non-cystic fibrosis bronchiectasis (NCFBE) and other neutrophil-mediated diseases. DPP1 is an enzyme responsible for activating neutrophil serine proteases (NSPs), such as neutrophil elastase, in neutrophils when they are formed in the bone marrow. Neutrophils are the most common type of white blood cell and play an essential role in pathogen destruction and inflammatory mediation. In chronic inflammatory lung diseases, neutrophils accumulate in the airways and result in excessive active NSPs that cause lung destruction and inflammation. Brensocatib may decrease the damaging effects of inflammatory diseases such as bronchiectasis by inhibiting DPP1 and its activation of NSPs.

About Non-Cystic Fibrosis Bronchiectasis

Non-cystic fibrosis bronchiectasis (NCFBE) is a severe, chronic pulmonary disorder in which the bronchi become permanently dilated due to a cycle of infection, inflammation, and lung tissue damage. The condition is marked by frequent pulmonary exacerbations requiring antibiotic therapy and/or hospitalizations. Symptoms include chronic cough, excessive sputum production, shortness of breath, and repeated respiratory infections, which can worsen the underlying condition. NCFBE affects approximately 340,000 to 520,000 patients in the U.S. Today, there are no approved therapies specifically targeting NCFBE in the U.S., Europe, or Japan for the treatment of patients with NCFBE.

About Insmed

Insmed Incorporated is a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. Insmed’s first commercial product is a first-in-disease therapy approved in the United States and the European Union to treat a chronic, debilitating lung disease. The Company is also progressing a robust pipeline of investigational therapies targeting areas of serious unmet need, including neutrophil-mediated inflammatory diseases and rare pulmonary disorders. Insmed is headquartered in Bridgewater, New Jersey, with a growing footprint across Europe and in Japan. For more information, visit www.insmed.com.

Forward-looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. “Forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” “continues,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) may identify forward-looking statements.

The forward-looking statements in this press release are based upon the Company’s current expectations and beliefs, and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements or timing discussed, projected, anticipated or indicated in any forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: failure to obtain, or delays in obtaining, regulatory approvals for ARIKAYCE outside the U.S. or European Union or for the Company’s product candidates in the U.S., Europe, Japan or other markets; failure to successfully commercialize or maintain U.S. or EU approval for ARIKAYCE, the Company’s only approved product; business or economic disruptions due to catastrophes or other events, including natural disasters or public health crises; impact of the novel coronavirus (COVID-19) pandemic and efforts to reduce its spread on the Company’s business, employees, including key personnel, patients, partners and suppliers; the risk that brensocatib does not prove effective or safe for patients in future clinical studies, including the ASPEN and STOP-COVID19 studies; uncertainties in the degree of market acceptance of ARIKAYCE by physicians, patients, third-party payors and others in the healthcare community; the Company’s inability to obtain full approval of ARIKAYCE from the FDA, including the risk that the Company will not timely and successfully complete the study to validate a PRO tool and complete the confirmatory post-marketing study required for full approval of ARIKAYCE; inability of the Company, PARI Pharma GmbH (PARI) or the Company’s other third-party manufacturers to comply with regulatory requirements related to ARIKAYCE or the Lamira® Nebulizer System; the Company’s inability to obtain adequate reimbursement from government or third-party payors for ARIKAYCE or acceptable prices for ARIKAYCE; development of unexpected safety or efficacy concerns related to ARIKAYCE or the Company’s product candidates; inaccuracies in the Company’s estimates of the size of the potential markets for ARIKAYCE or its product candidates or in data the Company has used to identify physicians, expected rates of patient uptake, duration of expected treatment, or expected patient adherence or discontinuation rates; the Company’s inability to create an effective direct sales and marketing infrastructure or to partner with third parties that offer such an infrastructure for distribution of ARIKAYCE or any of the Company’s product candidates that are approved in the future; failure to obtain regulatory approval to expand ARIKAYCE’s indication to a broader patient population; failure to successfully conduct future clinical trials for ARIKAYCE, brensocatib, TPIP and the Company’s other product candidates due to the Company’s limited experience in conducting preclinical development activities and clinical trials necessary for regulatory approval and its potential inability to enroll or retain sufficient patients to conduct and complete the trials or generate data necessary for regulatory approval, among other things; risks that our clinical studies will be delayed or that serious side effects will be identified during drug development; failure of third parties on which the Company is dependent to manufacture sufficient quantities of ARIKAYCE or the Company’s product candidates for commercial or clinical needs, to conduct the Company’s clinical trials, or to comply with laws and regulations that impact the Company’s business or agreements with the Company; the Company’s inability to attract and retain key personnel or to effectively manage the Company’s growth; the Company’s inability to adapt to its highly competitive and changing environment; the Company’s inability to adequately protect its intellectual property rights or prevent disclosure of its trade secrets and other proprietary information and costs associated with litigation or other proceedings related to such matters; restrictions or other obligations imposed on the Company by its agreements related to ARIKAYCE or the Company’s product candidates, including its license agreements with PARI and AstraZeneca AB, and failure of the Company to comply with its obligations under such agreements; the cost and potential reputational damage resulting from litigation to which the Company is or may become a party, including product liability claims; the Company’s limited experience operating internationally; changes in laws and regulations applicable to the Company’s business, including any pricing reform, and failure to comply with such laws and regulations; inability to repay the Company’s existing indebtedness and uncertainties with respect to the Company’s ability to access future capital; and delays in the execution of plans to build out an additional manufacturing facility approved by the appropriate regulatory authorities and unexpected expenses associated with those plans.

The Company may not actually achieve the results, plans, intentions or expectations indicated by the Company’s forward-looking statements because, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information about the risks and uncertainties that may affect the Company’s business, please see the factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and any subsequent Company filings with the Securities and Exchange Commission (SEC).

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Contact:

Investors:

Argot Partners
Laura Perry or Heather Savelle
(212) 600-1902 
[email protected] 

Media:

Mandy Fahey 
Senior Director, Corporate Communications 
Insmed 
(732) 718-3621 
[email protected]

 

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SOURCE Insmed Incorporated

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THC BioMed Releases Year End Results

PR Newswire

THC – CSE
THCBF – OTC 
TFHD – F

VANCOUVER, BC, Nov. 13, 2020 /PRNewswire/ – THC BioMed Intl Ltd. (CSE: THC) (“THC BioMed” or the “Company”) is pleased to report its financial results for the fiscal year ended July 31, 2020.

Annual Highlights:

  • Annual Revenue of $4,178,179
  • EBITDA (Earnings Before Interest Taxes, Depreciation, and Amortization) of $1,167,003

 


STATEMENT OF COMPREHENSIVE INCOME (LOSS) SUMMARY


July 31

July 31


2020

2019

Revenue


$


4,178,179

$

1,489,603

Cost of sales


(3,074,092)

(1,502,452)

Gross profit before fair value adjustments


1,104,087

(12,849)

Net change in fair value of biological assets


2,139,877

1,515,266

Gross margin


3,243,964

1,502,417

Total expenses


3,405,554

14,201,764


Net and comprehensive loss for the year


$


(161,590)

$

(12,699,347)


BALANCE SHEET SUMMARY


As at


July 31


2020

July 31

2019

Current assets


$


8,039,001

$

5,217,996

Total assets


$


21,774,654

$

18,058,337

Current liabilities


$


5,569,427

$

3,290,724

Total liabilities


$


6,901,682

$

4,603,731

Working capital


$


2,469,574

$

1,927,272

Accumulated deficit


$


27,309,521

$

28,400,635



CASH FLOW STATEMENT SUMMARY


July 31


2020

July 31

2019

Net and comprehensive loss for the year


$


(161,590)

$

(12,699,347)

Cash, end of the year


$


751,459

$

991,155


NON-IFRS EARNINGS MEASURE


July 31


2020

July 31

2019

Net and comprehensive loss for the year


$


(161,590)

$

(12,699,347)

Add back

Interest


314,237

74,616

Depreciation and amortization


1,014,356

604,692


EBITDA(1) from continuing operations


1,167,003

(12,020,039)

Accretion expense on convertible debentures


26,513

–

Fair value of earn out shares to be issued


–

3,377,877

Financing fees


–

4,458,153

Realized fair value changes in biological assets included in inventory sold


1,269,559

175,055

Share-based compensation


698,494

3,903,587

Unrealized gain on changes in fair value of biological assets


(3,409,436)

(1,690,321)


Adjusted EBITDA(1)


$


(247,867)

$

(1,795,688)

(1)

These non-IFRS measures are defined in the Company’s MD&A for the year ended July 31, 2020.

MANAGEMENT COMMENTARY

“Sales in Q4 improved over sales in Q3 due to the quantity of product sold. The overall selling prices for cannabis in the retail market are lower, putting pressure on Licensed Producers to improve production efficiencies. Although the quarter ended July 31, 2020 resulted in a loss of $642,989, for the year ended July 31, 2020, the net and comprehensive loss was $161,590. Our focus now is on production of our cannabis beverage shot, THC Kiss, and our Pure Cannabis Sticks which will improve our gross margin,” said THC BioMed President & CEO, John Miller.

All financial information in this press release is reported in Canadian dollars, unless otherwise indicated. This press release is intended to be read in conjunction with the Company’s Audited Consolidated Financial Statements and Management’s Discussion & Analysis for the year ended July 31, 2020, which has been filed on SEDAR (www.sedar.com).


SUMMARY OF QUARTERLY RESULTS


Quarter Ended


Revenue


Net



Income (Loss)


Income (Loss)
Per Share

Q4/2020

July 31, 2020

(1)

$

990,940

$

(642,989)

$

(0.01)

Q3/2020

April 30, 2020

(1)

$

896,104

$

(295,717)

$

–

Q2/2020

January 31, 2020

(1)

$

1,246,625

$

88,191

$

–

Q1/2020

October 31, 2019

(1)

$

1,044,510

$

688,925

$

0.01

Q4/2019

July 31, 2019

$

382,096

$

(4,177,572)

$

(0.04)

Q3/2019

April 30, 2019

$

354,326

$

(4,905,797)

$

(0.03)

Q2/2019

January 31, 2019

$

474,041

$

(4,722,819)

$

(0.04)

Q1/2019

October 31, 2018

$

279,140

$

1,106,841

$

0.01


(1)

Includes excise taxes

For the quarter ended July 31, 2020, we produced 913.0 kilograms of dried marijuana and sold 238.7 kilograms at an average selling price of $3.33 per gram reflecting overall lower selling prices in the retail market.

Q4 HIGHLIGHTS

  • Revenue for the quarter increased 159% compared to the same period last year
  • Delivered our largest single sales order in the quarter ended July 31, 2020 of just over $550,000
  • Began shipment of our cannabis beverage shot, THC Kiss, to the adult recreational cannabis market
  • Filed for a U.S. trademark for the use of “THC Kiss” in the U.S. THC BioMed Ltd. owns the common-law rights and the trademark application for “THC Kiss” in Canada.
  • Began production of its Pure Cannabis Sticks; however, delivery has been delayed due to supply chain issues as a result of the general slowdown caused by COVID-19.

HIGHLIGHTS SUBSEQUENT TO JULY 31, 2020

  • Began shipment of its Pure Cannabis Sticks for the recreational market
  • Has submitted the 60-day notice period for new products to Health Canada for THC Kiss Gummies and THC Kiss Water
  • On October 21, 2020, the Company completed the first tranche of a private placement to total $1,500,000. In the first tranche, the Company issued 1,363,637 units (“Units”) at a price of $0.11 per Unit, for total proceeds of $150,000. Each Unit consists of one common share and one common share purchase warrant. Each Unit warrant entitles the holder to purchase one common share of the Company for a period of 24 months from closing at a price of $0.15 per share. Commission of 7% cash was paid and 7% broker warrants for 95,455 broker warrants were issued. The broker warrants have the same terms as the Unit warrants. The Company intends to close additional tranches in the near-term.

ABOUT THC

THC BioMed is a small batch Cannabis Act Licensed Producer of medical and recreational cannabis. It is licensed to cultivate and sell dried, extract, edible and topical cannabis. The Company is on the leading edge of scientific research and the development of products and services related to the cannabis industry.

Please visit our website for a more detailed description of our business and services available. www.thcbiomed.com 

Forward-Looking Information:

This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of THC BioMed Intl Ltd. (“THC”). Forward-looking information is based on certain key expectations and assumptions made by the management of THC. In some cases, you can identify forward-looking statements by the use of words such as “will,” “may,” “would,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “could” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this press release are made as of the date of this press release and include that THC will focus now on production of THC Kiss and Pure Cannabis Sticks. Although THC believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because THC can give no assurance that they will prove to be correct. THC disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.


The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.

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SOURCE THC BioMed

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China Biologic Products to Report Third Quarter 2020 Financial Results

PR Newswire

BEIJING, Nov. 13, 2020 /PRNewswire/ — China Biologic Products Holdings, Inc. (NASDAQ: CBPO) (“China Biologic” or the “Company”), a leading fully integrated plasma-based biopharmaceutical company in China, today announced that the Company plans to release its third quarter 2020 financial results on Tuesday, November 24, 2020 after the market closes.

The Company’s management will hold a conference call at 7:30 a.m. ET on Wednesday, November 25, 2020, which is 8:30 p.m. Beijing Time on November 25, 2020, to discuss third quarter 2020 results. Listeners may access the call by dialing:

US:

1 888 346 8982

International:

1 412 902 4272

Hong Kong:

800 905945

Mainland China:

4001 201203

A telephone replay will be available one hour after the conclusion of the conference call through December 2, 2020. The dial-in details are:

US:

1 877 344 7529

International:

1 412 317 0088

Passcode:

10149967

A live and archived webcast of the conference call will be available through the Company’s investor relations website at http://chinabiologic.investorroom.com/.


About China Biologic Products Holdings, Inc.

China Biologic Products Holdings, Inc. (NASDAQ: CBPO) is a leading fully integrated plasma-based biopharmaceutical company in China. The Company’s products are used as critical therapies during medical emergencies and for the prevention and treatment of life-threatening diseases and immune-deficiency related diseases. China Biologic is headquartered in Beijing and manufactures over 20 different dosage forms of plasma products through its indirect majority-owned subsidiary, Shandong Taibang Biological Products Co., Ltd. and its wholly owned subsidiary, Guizhou Taibang Biological Products Co., Ltd. The Company also has an equity investment in Xi’an Huitian Blood Products Co., Ltd. Since the acquisition of TianXinFu (Beijing) Medical Appliance Co., Ltd. in 2018, China Biologic is also engaged in the sale of medical devices, primarily regenerative medical biomaterial products. The Company sells its products to hospitals, distributors and other healthcare facilities in China. For additional information, please see the Company’s website www.chinabiologic.com.


Contact:    
China Biologic Products Holdings, Inc.
Mr. Ming Yin
Senior Vice President
Email: [email protected]

The Foote Group
Mr. Philip Lisio
Phone: +86-135-0116-6560
E-mail: [email protected]

Cision View original content:http://www.prnewswire.com/news-releases/china-biologic-products-to-report-third-quarter-2020-financial-results-301172617.html

SOURCE China Biologic Products Holdings, Inc.

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Kintara Therapeutics Announces First Fiscal Quarter 2021 Financial Results and Recent Corporate Updates

PR Newswire

SAN DIEGO, Nov. 13, 2020 /PRNewswire/ — Kintara Therapeutics, Inc. (Nasdaq: KTRA) (“Kintara” or the “Company”), a biopharmaceutical company focused on the development of new solid tumor cancer therapies, announced its financial results for the first quarter ended September 30, 2020 and provided a corporate update.

“The first quarter of our fiscal year marked the beginning of a new era for the company as we completed the acquisition of Adgero,” commented Saiid Zarrabian, Kintara’s President and Chief Executive Officer. “In conjunction with this transformational milestone, we strengthened our balance sheet with a $25 million private placement to enable us to execute a timely advance of our key programs including the clinical stage of the GCAR GBM AGILE registrational study for VAL-083 and the confirmatory cutaneous metastatic breast cancer study for REM-001.”

First Quarter Highlights and Recent Developments

  • Consummated the acquisition of Adgero, a privately held biopharmaceutical company focused on the development of its late stage photodynamic therapy platform for the treatment of serious cutaneous oncology indications, which created a diversified biopharmaceutical company with a robust product pipeline targeting rare, unmet medical needs in oncology (August 2020).
  • Completed a private placement of Series C Convertible Preferred Stock for aggregate gross proceeds of approximately $25 million, or net proceeds of approximately $21.6 million (August 2020).
  • Executed a definitive agreement with the Global Coalition for Adaptive Research (GCAR) to include VAL-083 in GCAR’s Glioblastoma Adaptive Global Innovative Learning Environment (GBM AGILE) study, an adaptive clinical trial platform in glioblastoma multiforme (GBM). Kintara will supply GCAR with the VAL-083 drug along with the funding to support the VAL-083 arm of the GBM AGILE registrational study. In turn, GCAR will manage all operational aspects of the study, including site activation and patient enrollment (October 2020).
  • Received award notification of a Small Business Technology Transfer grant to study the use of REM-001 in the prevention of arteriovenous fistula maturation failure (AFMF), a cardiovascular-related condition that occurs in hemodialysis patients. This grant will allow Kintara to further study the use of REM-001 in the prevention of AFMF in preclinical models (July 2020).

SUMMARY OF FINANCIAL RESULTS FOR FISCAL YEAR 2021 FIRST QUARTER ENDED SEPTEMBER 30, 2020

At September 30, 2020, the Company had cash and cash equivalents of approximately $22.6 million.  In August 2020, the Company completed the private placement of Series C Convertible Preferred Stock for gross proceeds of approximately $25 million, or net proceeds of approximately $21.6 million. The cash and cash equivalents at September 30, 2020, along with the proceeds from warrant exercises received subsequent to September 30, 2020, are expected to be sufficient to fund the Company’s planned operations into the fourth quarter of calendar year 2021.

For the quarter ended September 30, 2020, the Company reported a net loss of approximately $19.5 million, or $1.33 per share, compared to a net loss of approximately $1.6 million, or $0.21 per share, for the quarter ended September 30, 2019. The increase in the current quarter was largely due to the recognition of $16.0 million of non-cash expenses related to the acquisition of in-process research and development costs associated with the Adgero transaction.

 


Selected Balance Sheet Data (in thousands)


September 30,


2020


June 30,
2020

$

$

Cash and cash equivalents

22,602

2,392

Working capital

20,566

176

Total assets

23,131

2,938

Total stockholders’ equity

20,554

263

 


Selected Statement of Operations Data (in thousands, except per share data)


For the quarters ended 


September 30,


September 30,


2020


2019

$

$

Research and development

1,357

721

General and administrative

1,534

914

Merger costs

500

–

In-process research & development

16,094

–

Other loss (income)

33

(29)

Net loss for the period

19,518

1,606

Deemed dividend recognized on beneficial conversion features of Series C Preferred stock issuance

3,181

–

Series A Preferred cash dividend

2

2

Series B Preferred stock dividend

5

2

Net loss attributable to common stockholders

22,706

1,610

Basic and fully diluted weighted average number of shares

17,106

7,539

Basic and fully diluted loss per share

1.33

0.21

 

Kintara’s financial statements as filed with the U.S. Securities Exchange Commission can be viewed on the Company’s website at: http://ir.kintara.com/sec-filings.

ABOUT KINTARA

Located in San Diego, California, Kintara is dedicated to the development of novel cancer therapies for patients with unmet medical needs.

Kintara is developing two late-stage, Phase 3-ready therapeutics for clear unmet medical needs with reduced risk development programs.  The two programs are VAL-083 for GBM and REM-001 for cutaneous metastatic breast cancer (CMBC).

VAL-083 is a “first-in-class”, small-molecule chemotherapeutic with a novel mechanism of action that has demonstrated clinical activity against a range of cancers, including central nervous system, ovarian and other solid tumors (e.g. NSCLC, bladder cancer, head and neck) in U.S. clinical trials sponsored by the National Cancer Institute (NCI). Based on Kintara’s internal research programs and these prior NCI-sponsored clinical studies, Kintara is currently conducting clinical trials to support the development and commercialization of VAL-083 in GBM.

Kintara is also advancing its proprietary, late-stage photodynamic therapy platform that holds promise as a localized cutaneous, or visceral, tumor treatment as well as in other potential indications. REM-001 therapy, has been previously studied in four Phase 2/3 clinical trials in patients with CMBC, who had previously received chemotherapy and/or failed radiation therapy. With clinical efficacy to date of 80% complete responses of CMBC evaluable lesions, and with an existing robust safety database of approximately 1,100 patients across multiple indications, Kintara is advancing the REM-001 CMBC program to late-stage pivotal testing. 

SAFE HARBOR STATEMENT

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the status of the Company’s clinical trials and the GBM AGILE study.  Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties.  The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the impact of the COVID-19 pandemic on the Company’s operations and clinical trials; the Company’s ability to develop, market and sell products based on its technology; the expected benefits and efficacy of the Company’s products and technology; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, clinical studies and future product commercialization; and, the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies.  These and other factors are identified and described in more detail in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, the Company’s Quarterly Reports on Form 10-Q, and the Company’s Current Reports on Form 8-K.

CONTACTS:

Investors:
CORE IR
516-222-2560
[email protected]

Media:

Jules Abraham

Director of Public Relations
CORE IR
917-885-7378
[email protected]

 

 

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SOURCE Kintara Therapeutics

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Aditxt Provides Business Update and Files Third Quarter 2020 10-Q

Mountain View, CA, Nov. 13, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Aditx Therapeutics, Inc. (Aditxt) (the “Company”) (Nasdaq: ADTX), a life sciences company developing biotechnologies specifically focused on improving the health of the immune system through immune monitoring and reprogramming, today provided a business update in conjunction with the filing of its Form 10-Q with the Securities and Exchange Commission.

Amro Albanna, Co-Founder and CEO of Aditxt, commented, “It’s been an exciting quarter for Aditxt that started with our successful IPO and Nasdaq listing in early July, followed several weeks later by a successful follow-on public offering. During the quarter we also added well-known industry names to our team and advisory board. Most importantly, we introduced the first application of our AditxtScore™ Monitoring platform, AditxtScore™ for COVID-19, for use in detecting antibodies against SARS-CoV-2 antigens, and for which we are awaiting a response from the U.S. Food and Drug Administration regarding the Emergency Use Authorization (EUA) application that we filed in August. As we’ve announced, we’re working hard to position the Company for commercialization of this product. We believe that Aditxt has accomplished much during its first quarter as a public company, and with cash of $13.7 million at September 30th to support the execution of our strategy, we are well positioned to achieve our goals for growth.”

For Aditxt’s complete financial results for the period ended September 30, 2020, see the Company’s quarterly report on Form 10-Q that was filed with the Securities and Exchange Commission on November 13, 2020. 

About Aditx Therapeutics

Aditxt is developing technologies specifically focused on improving the health of the immune system through immune monitoring and reprogramming. The immune monitoring technology is designed to provide a personalized comprehensive profile of the immune system. The immune reprogramming technology is currently at the pre-clinical stage and is designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. For more information, please visit: www.aditxt.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Forward looking statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company’s ongoing and planned product development; the Company’s intellectual property position; the Company’s ability to develop commercial functions; expectations regarding product launch and revenue; the Company’s results of operations, cash needs, spending, financial condition, liquidity, prospects, growth and strategies; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as those risks more fully discussed in the section entitled “Risk Factors” in the Company’s prospectus, dated September 1, 2020, that was filed with the Securities and Exchange Commission under File No. 333-248491, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations:
PCG Advisory
Jeff Ramson
Chief Executive Officer
[email protected]
646-762-4518
www.aditxt.com

Posted on

Raytheon Technologies Corporation Investors: Last Days to Participate Actively in the Class Action Lawsuit: Portnoy Law Firm

Investors with losses are encouraged to contact the firm before December 29, 2020; click


here


to submit trade information

LOS ANGELES, Nov. 13, 2020 (GLOBE NEWSWIRE) — The Portnoy Law Firm advises investors that a class action lawsuit has been filed on behalf of Raytheon Technologies Corporation (NYSE: RTX) investors that acquired shares between February 10, 2016 and October 27, 2020. Investors have until December 29, 2020 to seek an active role in this litigation.

Investors are encouraged to contact attorney Lesley F. Portnoy, to determine eligibility to participate in this action, by phone 310-692-8883 or email, or click here to join the case.

According to the lawsuit, throughout the Class Period the defendants made misleading and/or false statements and/or failed to disclose that: (1) Raytheon had inadequate procedures and disclosure controls and internal control over financial reporting; (2) Raytheon’s financial accounting was faulty; (3) Raytheon misreported its costs regarding Raytheon’s Missiles & Defense business since 2009 as a result; (4) Raytheon was at risk of increased scrutiny from the government as a result of the foregoing; (5) Raytheon would face a criminal investigation by the U.S. Department of Justice (“DOJ”) as a result of the foregoing; and (6) Raytheon’s public statements were materially misleading and/or false at all relevant times, as a result. The lawsuit claims that investors suffered damages when the true details entered the market.

A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than December 29, 2020.

Please visit our website to review more information and submit your transaction information.

The Portnoy Law Firm represents investors in pursuing claims arising from corporate wrongdoing. The Firm’s founding partner has recovered over $5.5 billion for aggrieved investors. Attorney advertising. Prior results do not guarantee similar outcomes.

Lesley F. Portnoy, Esq.
Admitted CA and NY Bar
[email protected]
310-692-8883
www.portnoylaw.com

Attorney Advertising



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Hurco Companies, Inc. Announces Quarterly Cash Dividend

INDIANAPOLIS, Nov. 13, 2020 (GLOBE NEWSWIRE) — Hurco Companies, Inc. (Nasdaq Global Select Market: HURC), an international industrial technology company, announced today that its Board of Directors approved the payment of a cash dividend of $0.13 per share on its issued and outstanding common stock. The dividend will be paid on January 20, 2021, to shareholders of record as of the close of business on January 6, 2021.

Future declarations of dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.

Hurco Companies, Inc. is an international, industrial technology company that sells its three brands of computer numeric control (“CNC”) machine tools to the worldwide metal cutting and metal forming industry. Two of the Company’s brands of machine tools, Hurco and Milltronics, are equipped with interactive controls that include software that is proprietary to each respective brand. The Company designs these controls and develops the software. The third brand of CNC machine tools, Takumi, is equipped with industrial controls that are produced by third parties, which allows the customer to decide the type of control added to the Takumi CNC machine tool. The Company also produces high-value machine tool components and accessories and provides automation solutions that can be integrated with any machine tool. The end markets for the Company’s products are independent job shops, short-run manufacturing operations within large corporations, and manufacturers with production-oriented operations. The Company’s customers manufacture precision parts, tools, dies, and/or molds for industries such as aerospace, defense, medical equipment, energy, transportation, and computer equipment. The Company is based in Indianapolis, Indiana, with manufacturing operations in Taiwan, Italy, the U.S., and China, and sells its products through direct and indirect sales forces throughout the Americas, Europe, and Asia. The Company has sales, application engineering support and service subsidiaries in China, England, France, Germany, India, Italy, the Netherlands, Poland, Singapore, the U.S., and Taiwan. Web Site: www.hurco.com

Certain statements in this news release are forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the cyclical nature of the machine tool industry, changes in general economic and business conditions that affect demand for our products, the risks of our international operations, changes in manufacturing markets, fluctuations in foreign currency exchange rates,
innovations by competitors, increases in prices of raw materials, the ability to protect our intellectual property,
governmental actions and initiatives, including import and export restrictions and tariffs,
breaches of our network and system security measures,
the impact of the COVID-19 pandemic and other public health epidemics on the global economy, our business and operations, our employees, and the business, operations and economies of our customers and vendors,
quality and delivery performance by our vendors, our ability to effectively integrate acquisitions, negative or unforeseen tax consequences
, loss of key personnel, failure to comply with data privacy and security regulations,
and
other risks and uncertainties discussed more fully under the caption “Risk Factors” in our filings with the Securities and
Exchange Commission. We expressly disclaim any obligation to update or revise any forward-looking statements, whether
as a result of
new information, future events or otherwise
.

Contact: Sonja K. McClelland
  Executive Vice President, Secretary, Treasurer & Chief Financial Officer
  317-293-5309

Posted on

Dorel Agrees to Going-Private Transaction at C$14.50 per Share

– Buyer Group led by an affiliate of Cerberus Capital Management, L.P. enters into definitive agreement to purchase all Dorel shares for C$14.50 per share in cash, excluding shares held by Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel and members of their immediate families

– Definitive agreement with Buyer Group follows independent and thorough evaluation process and negotiations by Special Committee of the Board of Directors of Dorel and provides compelling value to Dorel shareholders

MONTREAL, Nov. 13, 2020 (GLOBE NEWSWIRE) — Dorel Industries Inc. (TSX: DII.B, DII.A) (“Dorel”) today announced that based on the recommendation of an independent committee of Dorel’s Board of Directors (the “Special Committee”), Dorel has entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which a buyer group (the “Buyer Group”) led by an affiliate of Cerberus Capital Management, L.P. (“Cerberus”) will acquire, for C$14.50 per share in cash, all of Dorel’s issued and outstanding Class A Multiple Voting Shares and Class B Subordinate Voting Shares, except for an aggregate of 4,009,410 Class A Multiple Voting Shares and 2,573,503 Class B Subordinate Voting Shares (the “Rollover Shares”) owned by Martin Schwartz, Alan Schwartz, Jeffrey Schwartz, Jeff Segel and members of their immediate families (collectively, the “Family Shareholders”), by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the “Arrangement”).

The Board of Directors of Dorel, acting on the unanimous recommendation of the Special Committee, determined that the Arrangement is in the best interests of Dorel and fair to non-Family Shareholders (the “PublicShareholders”), unanimously approved the Arrangement and unanimously recommends that the Public Shareholders vote in favour of the Arrangement at a special meeting of shareholders to be held to approve the Arrangement.

Norman M. Steinberg, Chair of the Special Committee, said, “Today’s announcement is the culmination of a comprehensive process that began in December 2019 when the Family Shareholders informed the Dorel Board of Directors of their intention to initiate a process to find a partner to take Dorel private. Over a period of eleven months, the Special Committee, with the advice of independent financial and legal advisors, has overseen and supervised this process, including contacting more than 25 potential financial sponsor partners, providing diligence materials to such partners, reviewing and considering non-binding proposals submitted by certain of these parties, and negotiating the financial and legal terms of the transaction proposed by the Buyer Group. The Special Committee believes that the Arrangement represents fair value for the Public Shareholders and is the best path forward for Dorel and all of its stakeholders. We are pleased to have been able to reach this agreement with the Buyer Group at a time when Dorel is benefitting from increased demand for its products amid the unique backdrop of 2020.”

Martin Schwartz, President and Chief Executive Officer of Dorel, said “The Family Shareholders believe that the Arrangement is a win for all of Dorel’s stakeholders, including the Public Shareholders. This transaction will enable Dorel to continue to serve our employees, business partners and other stakeholders, and positions Dorel on a path for continued growth.”

“We are very pleased to partner with the Family Shareholders in this transaction,” commented Scott Wille, Senior Managing Director at Cerberus. “Dorel has a long and successful history based on its entrepreneurial culture. We are excited to collaborate with Dorel’s talented and dedicated managers and employees across all three of their business segments to further accelerate growth and enhance each segment’s leadership position.”

The cash consideration to be paid to the Public Shareholders will be financed through a combination of cash funded by the Buyer Group and by Koch Equity Development LLC (“KED”) and committed financing from a group of lenders.

Transaction Highlights and Rationale

In response to the Family Shareholders expressing an interest in exploring a potential privatization transaction, the Board of Directors established the Special Committee, comprised of Norman M. Steinberg (chair), Alain Benedetti, Dian Cohen, Brad A. Johnson, Sharon Ranson and Maurice Tousson, all of whom are independent directors of Dorel.

Dorel, with the help of its financial and legal advisors, designed a process to solicit interest from potential counterparties. Over the past eleven months and under the supervision of the Special Committee, BMO Capital Markets (“BMO”), in its capacity as financial advisor, solicited interest in a potential transaction from a large number of parties. Proposals, including that of Cerberus at C$14.50 per share, were evaluated based on a number of factors.

The Special Committee, after receiving the fairness opinions of BMO and TD Securities Inc. (“TD Securities”), a formal valuation of TD Securities and legal and financial advice, unanimously determined that the Arrangement is fair to the Public Shareholders, recommended that the Board of Directors approve the Arrangement Agreement and recommend that the Public Shareholders vote in favour of the resolution approving the arrangement (the “Arrangement Resolution”) at a special meeting of Dorel shareholders to be called to approve the Arrangement. The Board of Directors, after receiving the fairness opinions of BMO and TD Securities, the formal valuation of TD Securities, legal and financial advice and the recommendation of the Special Committee, unanimously determined, with Martin Schwartz, Alan Schwartz, Jeffrey Schwartz and Jeff Segel abstaining from voting, that the Arrangement is in the best interests of Dorel and is fair to the Public Shareholders, and unanimously recommends, with Martin Schwartz, Alan Schwartz, Jeffrey Schwartz and Jeff Segel abstaining from voting, that the Public Shareholders vote in favour of the Arrangement Resolution.

The conclusions and recommendations of the Special Committee and the Board of Directors are based on a number of factors, including the following:

  • Premium to Dorel Trading Price: The purchase price represents a 32% premium to the C$11.02 closing price of Dorel’s Class B Subordinate Voting Shares on the Toronto Stock Exchange (“TSX”) on September 4, 2020, the date on which the Family Shareholders granted exclusivity to Cerberus, and for the periods ended October 30, 2020, a 19% premium to the 60-day volume weighted average trading price (“VWAP”) and a 7% premium to the 30-day VWAP of Dorel’s Class B Subordinate Voting Shares on the TSX.
  • Certainty of Value and Liquidity: The payment to the Public Shareholders under the terms of the Arrangement Agreement will be all cash, which provides certainty and immediate liquidity. By contrast, Dorel has historically experienced limited trading liquidity, which makes it difficult for existing Public Shareholders to realize meaningful liquidity through the public markets on which the shares trade.
  • Value Supported by a Formal Valuation and Two Fairness Opinions: The Special Committee received a fairness opinion and independent formal valuation of Dorel’s shares from TD Securities as well as a fairness opinion from BMO. The purchase price of C$14.50 per share is within the range of fair market value for the shares of C$14.00 to C$17.00 per share as of November 12, 2020, as set out in TD Securities’ written valuation report pursuant to Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and subject to the assumptions, limitations and qualifications included therein.
  • Procedural Safeguards for Minority Shareholders: The Arrangement was negotiated by the Special Committee, which is comprised solely of directors who are unrelated to the Family Shareholders and management, and which was advised by experienced, qualified and independent financial and legal advisors. The Arrangement will become effective only if it is approved by (i) at least 66 2/3% of the votes cast by shareholders at a special meeting of shareholders called to consider the Arrangement; (ii) a simple majority of the votes cast by shareholders, excluding for this purpose the votes attached to Rollover Shares and other Class A Multiple Voting Shares pursuant to MI 61-101, and (iii) the Superior Court of Québec, after considering the procedural and substantive fairness of the Arrangement.
  • Attractive Transaction Relative to Status Quo: The Special Committee, with the assistance of its financial and legal advisors, and based upon its collective knowledge of the business, affairs, operations, assets, liabilities, financial condition, results of operations and prospects of Dorel and the current and prospective environment in which Dorel operates (including global tariffs and the current global economic and market conditions, notably in the context of the COVID-19 pandemic), believes that the Arrangement is an attractive proposition for shareholders relative to the status quo.
  • Challenges Presented by Operational, Financial and Share Price Performance: Dorel’s public stock trades at a notable discount to its peers and historical trading levels. The share price has declined notably over the last five years, with a share price decrease of approximately 53% for a variety of reasons, including concerns about global tariffs, the COVID-19 pandemic, Dorel’s volatile margins and financial situation as well as its mixed track record of delivering on an operational and financial level. The Special Committee believes that this dynamic is likely to continue, rendering the all-cash consideration offered by the Buyer Group attractive for the Public Shareholders.
  • Extensive Process: BMO conducted a comprehensive process, contacting more than 25 potential financial sponsor partners over a period of eleven months leading up to the Arrangement. The Arrangement Agreement is the result of extensive arm’s-length negotiations between Dorel and Cerberus, with the oversight and participation of the Special Committee, which received independent legal and financial advice throughout the process; the purchase price of C$14.50 per share represents the highest proposal received as part of the process.
  • Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until shareholder approval is obtained, is able to consider, accept and enter into a definitive agreement with respect to a superior proposal, or withdraw, modify or amend its recommendation that shareholders vote to approve the Arrangement Agreement. In addition, Dorel’s independent directors have entered into customary voting and support agreements with the Buyer Group that provide the ability to vote for, support or participate in a superior proposal. In the view of the Special Committee, none of the break fees potentially payable under the Arrangement Agreement would preclude a third party from making a superior proposal. However, the limitations contained in the voting and support agreements executed by the Family Shareholders in favour of Cerberus restrict the ability to vote for, support or participate in a superior proposal. This may discourage other parties from offering to acquire Dorel’s shares.
  • Arm’s Length Negotiations and Oversight: The Arrangement Agreement is the result of robust, arm’s-length negotiations between Dorel and the Buyer Group. Extensive financial, legal and other advice was provided to the Special Committee and the Board of Directors. This advice included detailed financial advice from highly-qualified financial advisors, including with respect to remaining an independent publicly-traded company and continuing to pursue Dorel’s business plan on a stand-alone basis as well as a formal valuation of the shares.
  • Limited Conditions to Closing: The Buyer Group’s obligation to complete the Arrangement is subject to a limited number of customary conditions that the Special Committee believes are reasonable in the circumstances. The completion of the Arrangement is not subject to any financing condition.
  • Family Shareholders’ Intentions: The Family Shareholders have advised the Special Committee that they are not interested in any alternative transaction, including the sale of their interests in Dorel or the sale of any of Dorel’s businesses segments or material assets.

Fairness Opinions and Independent Valuation

In connection with its review, Dorel retained BMO as financial advisor and the Special Committee retained TD Securities as independent financial advisor and independent valuator. BMO and TD Securities each provided an opinion that, as at November 12, 2020, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Public Shareholders pursuant to the Arrangement is fair to such shareholders from a financial point of view. TD Securities also provided the Special Committee with a formal valuation that was completed under the supervision of the Special Committee. The formal valuation, dated as of November 12, 2020, determined that as at November 12, 2020, subject to the assumptions, limitations and qualifications contained therein, the fair market value of Dorel’s shares ranged from C$14.00 to C$17.00 per share. The fairness opinions and formal valuation will be included in the management information circular to be filed and distributed to Dorel shareholders in connection with the special meeting.

Transaction Details

The Arrangement will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Québec) and is subject to approval by the Québec Superior Court. Implementation of the Arrangement will also be subject to approval of the Arrangement Resolution by at least 66 2/3% of the votes cast by Dorel shareholders present in person or represented by proxy at the special meeting, voting as a single class, and to approval of the Arrangement Resolution by a simple majority of the votes cast by holders of Class B Subordinate Voting Shares in person or represented by proxy at the special meeting, excluding the Rollover Shares held by the Family Shareholders and their respective affiliates. Under Canadian securities regulations, holders of Class A Multiple Voting Shares will not participate in the “majority of the minority” vote as the Family Shareholders own in the aggregate more than 90% of the Class A Multiple Voting Shares. Further details regarding the applicable voting requirements will be contained in Dorel’s management information circular to be prepared in connection with the special meeting.

The Arrangement Agreement includes customary provisions relating to non-solicitation, subject to customary “fiduciary out” provisions that entitle Dorel to consider and accept a superior proposal if the purchaser does not match the superior proposal. A termination fee of approximately C$14.1 million will be payable by Dorel to the purchaser in certain circumstances, including if the purchaser fails to exercise its right to match in the context of a superior proposal supported by Dorel. The purchaser has agreed to pay Dorel a termination fee of approximately C$23.6 million if the Arrangement is not completed in certain circumstances. The Arrangement is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close early in 2021.

Dorel intends to hold the special meeting of shareholders in January 2021. In light of ongoing public health concerns related to the COVID-19 pandemic and in order to comply with government decrees, the special meeting will be held in virtual-only format, conducted via live webcast. Shareholders will be able to participate and vote at the meeting online regardless of their geographic location. Additional details regarding the terms and conditions of the Arrangement, the rationale for the recommendations made by the Special Committee and the Board of Directors, and how shareholders can participate in and vote at the virtual meeting, will be set out in Dorel’s management information circular. The circular and the Arrangement Agreement will be available under Dorel’s profile at www.sedar.com.

The Family Shareholders will remain shareholders of Dorel following closing of the Arrangement. Martin Schwartz, Alan Schwartz, Jeffrey Schwartz and Jeff Segel are executive officers and directors of Dorel. The Rollover Shares represent 95.7% of Dorel’s 4,188,375 issued and outstanding Class A Multiple Voting Shares and 9.1% of its 28,316,946 issued and outstanding Class B Subordinate Voting Shares.

Early Warning Disclosure by the Family Shareholders

Further to the requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, the Family Shareholders will file an early warning report stipulating that together with Cerberus, they intend to acquire, directly or indirectly, all of Dorel’s issued and outstanding shares other than the Rollover Shares by way of a plan of arrangement and for which they have entered into irrevocable voting support agreements pursuant to which they have agreed to support, and vote all of their Dorel shares in favour of, the Arrangement Resolution and against any resolution submitted by any shareholder that is inconsistent therewith. A copy of the Family Shareholders’ early warning report will be filed with the applicable securities commissions and will be made available on SEDAR at www.sedar.com. Further information may be obtained by contacting Mr. Jeffrey Schwartz, Executive Vice-President, Chief Financial Officer and Secretary of Dorel, at 514 934-3034.

Advisors

BMO is acting as the financial advisor to Dorel and TD Securities has been retained by the Special Committee as independent financial advisor and independent valuator in accordance with applicable securities laws. McCarthy Tétrault LLP acts as independent legal counsel to the Special Committee and Fasken Martineau DuMoulin LLP acts as legal counsel to Dorel.

Rothschild & Co is acting as financial advisor, Houlihan Lokey Capital, Inc. is acting as placement agent, while Kirkland & Ellis LLP and Blake, Cassels & Graydon LLP are acting as legal counsel to Cerberus. Davies Ward Phillips & Vineberg LLP is acting as legal counsel to the Family Shareholders. Osler, Hoskin & Harcourt LLP is acting as legal counsel to KED.

About Dorel Industries Inc.

Dorel Industries Inc. (TSX: DII.B, DII.A) is a global organization, operating three distinct businesses in juvenile products, bicycles and home products. Dorel’s strength lies in the diversity, innovation and quality of its products as well as the superiority of its brands. Dorel Juvenile’s powerfully branded products include global brands Maxi-Cosi, Quinny and Tiny Love, complemented by regional brands such as Safety 1st, Bébé Confort, Cosco and Infanti. Dorel Sports brands include Cannondale, Schwinn, GT, Mongoose, Caloi and IronHorse. Dorel Home, with its comprehensive e-commerce platform, markets a wide assortment of domestically produced and imported furniture. Dorel has annual sales of US $2.6 billion and employs approximately 8,000 people in facilities located in 25 countries worldwide.

About Cerberus

Founded in 1992, Cerberus is a global leader in alternative investing with over $48 billion in assets across complementary credit, private equity, and real estate strategies. We invest across the capital structure where our integrated investment platforms and proprietary operating capabilities create an edge to improve performance and drive long-term value. Our tenured teams have experience working collaboratively across asset classes, sectors, and geographies to seek strong risk-adjusted returns for our investors. For more information about our people and platforms, visit us at www.cerberus.com.

About Koch Equity Development

KED is the acquisition and investment subsidiary of Koch Industries, Inc. and focuses its efforts on traditional merger and acquisition activity, as well as principal investments. Since 2012, KED has invested approximately US$30 billion of equity capital into public, private and family-owned businesses.

Caution Regarding Forward-Looking Statements

Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding the anticipated benefits of the proposed Arrangement for Dorel, its employees, business partners, shareholders and other stakeholders, including future financial and operating results, plans, objectives, expectations and intentions of Cerberus, the Buyer Group or Dorel, and the anticipated timing of the special meeting of Dorel shareholders and of the completion of the proposed Arrangement. Except as may be required by Canadian securities laws, Dorel does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Dorel’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, Dorel cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Dorel will derive from them.

In respect of forward-looking statements and information concerning the anticipated benefits and timing of the completion of the proposed Arrangement, Dorel has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary regulatory, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board of Directors to consider and approve, subject to compliance by Dorel of its obligations under the Arrangement Agreement, a superior proposal for Dorel. Although Dorel believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Risks and uncertainties inherent in the nature of the proposed Arrangement include, without limitation, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve, subject to compliance by Dorel with its obligations under the Arrangement Agreement, a superior proposal for Dorel; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Dorel continues as an independent entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources by Dorel to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure by Dorel to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in it being required to pay a fee to the Buyer Group, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, Dorel cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release.

No Offer or Solicitation

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Dorel shares.

 

CONTACT
S
:

Saint Victor Investments Inc
Rick Leckner
(514) 245-9232

Cerberus
Jason Ghassemi
Chief Communications Officer
[email protected]