Market Newsdesk

Dynex Capital, Inc. Welcomes New Head of Strategy and Research, Acquires Contingent Macro’s Proprietary Models and Data Library

GLEN ALLEN, Va.–(BUSINESS WIRE)–
Dynex Capital, Inc. (NYSE: DX) announced a significant addition to its leadership team. Terrence (“T.J.”) Connelly, a seasoned expert in global economics, fixed-income investing, and financial modeling has joined Dynex to spearhead its strategic initiatives and research efforts.

With an outstanding track record in the asset management industry, Connelly brings a wealth of knowledge and experience to Dynex. Prior to joining Dynex, he was the Founder and Head of Research at Contingent Macro Advisors, where he was instrumental in developing innovative models and proprietary solutions, advising, and managing assets for some of the largest asset managers in the world.

In a strategic move to bolster its position as a market leader, Dynex has also acquired the cutting-edge models and proprietary data developed by Contingent Macro under Connelly’s leadership. These assets will play a pivotal role in leveraging evolving technologies to enhance Dynex’s capabilities and enable the company to maintain its investment edge and industry-leading risk management in complex global markets.

Commenting on this development, Byron L. Boston, the Company’s Chief Executive Officer of Dynex, said, “We are thrilled to welcome T.J. to our team. His exceptional expertise and the acquisition of Contingent Macro’s models and proprietary data represent a significant step forward for Dynex. We are committed to delivering outstanding results for our investors, and this strategic move aligns perfectly with our goals.”

Connelly also expressed enthusiasm about joining Dynex and the potential for innovation, saying, “I am honored to be part of the Dynex team, an outstanding organization committed to excellence. It is also a joy to be reunited with Byron and Smriti, whose leadership I’ve admired for over 25 years. With the acquisition of Contingent Macro’s assets, we have the opportunity to drive innovation and deliver even greater value to our investors.”

About Dynex Capital

Dynex Capital, Inc. is a financial services company committed to ethical stewardship of stakeholders’ capital; employing comprehensive risk management and disciplined capital allocation to generate dividend income and long-term total returns through the diversified financing of real estate assets in the United States. Dynex operates as a REIT and is internally managed to maximize stakeholder alignment. Additional information about Dynex Capital, Inc. is available at www.dynexcapital.com.

Forward Looking Statement

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the business of Dynex Capital, Inc. that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.

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Alison Griffin

804-217-5897

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Professional Services Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property REIT

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GE HealthCare Awarded a $44 Million Grant to Develop Artificial Intelligence-Assisted Ultrasound Technology Aimed at Improving Outcomes in Low-and-Middle-Income Countries

• Grant from Bill & Melinda Gates Foundation will facilitate development of AI-assisted applications and tools to enable healthcare professionals with less experience to perform quick and accurate ultrasound scans to help address maternal and fetal health and respiratory diseases

• AI-assisted ultrasound algorithms will be developed to run on multiple ultrasound devices to expand access to high quality care around the world with an emphasis on low-and-middle income countries (LMIC)

CHICAGO–(BUSINESS WIRE)–
GE HealthCare (Nasdaq: GEHC) today announced it received a grant from the Bill & Melinda Gates Foundation for more than $44 million to create user-friendly, artificial intelligence (AI)-assisted ultrasound imaging auto-assessment tools. These tools will seek to aid healthcare professionals—even those without specialized training or experience with ultrasound—with clinical decision information to support more effective obstetric and lung screening ultrasound scans across maternal and fetal care as well as pediatric lung health, with a goal of expanding access to low-and-middle income countries (LMIC) and across diverse sites of care.

Caption Health, a leader in medical AI acquired by GE HealthCare in February 2023, will design this technology to run across a range of ultrasound devices and probes, including lower-cost handheld devices.

“We are proud and excited to have received this grant from the Bill & Melinda Gates Foundation to make ultrasound more accessible in low-and-middle income countries. Ultrasound is an essential tool for screening and diagnosis of various medical conditions, including the health of expectant mothers and managing respiratory diseases,” said Roland Rott, President and CEO, Ultrasound, GE HealthCare. “However, a key limitation is the guidance of lesser-skilled users to effectively apply affordable point-of-care ultrasound in their care environment. This grant will help bring Caption Health’s leading AI technology customized to more users, and therefore contribute to increased access to higher-quality medical care.”

Maternal and child mortality is a critical healthcare issue around the world. In 2020, almost 800 women died every day from preventable causes linked to pregnancy and childbirth, with approximately 95 percent of all maternal deaths occurring in LMIC.¹ In 2019, 2.4 million children around the world died in their first month of life. Ultrasound technologies are used in maternal care to determine fetal health markers and conditions like gestational age, fetal presentation, multiple gestation (more than one fetus), fetal viability, umbilical blood flow, and ectopic pregnancy.

For children younger than five years old, pneumonia is the leading cause of death worldwide.² Because symptoms of pneumonia can develop suddenly, early diagnosis is vital to effective treatment and preventing complications. Point of care lung ultrasound can provide physicians with a view of the entire lung, is easily repeatable and can diagnose pneumonia with greater accuracy compared with a bedside chest X-ray.³

In 2020, Caption Health received a grant from the Bill & Melinda Gates Foundation to support the development of innovative AI technology for lung ultrasound.

“Caption Health AI applications are designed to guide healthcare professionals, step-by-step, during an ultrasound exam to help them capture and interpret high-quality ultrasound images,” said Karley Yoder, Chief Digital Officer, Ultrasound, GE HealthCare and General Manager, Caption Health. “We are thankful for the continued support of the Bill & Melinda Gates Foundation, which enables us to expand the development of our existing lung ultrasound project and also broaden the reach of this powerful, novel technology to help provide care to mothers and children.”

Currently, Caption Health offers Cardiac Guidance software, which is FDA cleared. With the support of the Bill & Melinda Gates Foundation grant, Caption Health will develop multiple lung ultrasound and obstetric algorithms through clinical validation and regulatory submissions.

About GE HealthCare

GE HealthCare is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, dedicated to providing integrated solutions, services, and data analytics to make hospitals more efficient, clinicians more effective, therapies more precise, and patients healthier and happier. Serving patients and providers for more than 100 years, GE HealthCare is advancing personalized, connected, and compassionate care, while simplifying the patient’s journey across the care pathway. Together our Imaging, Ultrasound, Patient Care Solutions, and Pharmaceutical Diagnostics businesses help improve patient care from diagnosis, to therapy, to monitoring. We are an $18.3 billion business with 50,000 employees working to create a world where healthcare has no limits.

Follow us on Facebook, LinkedIn, Twitter, Instagram and Insights for the latest news, or visit our website https://www.gehealthcare.com/ for more information.

¹ World Health Organization. Maternal Mortality. Published February 22, 2023. Accessed August 22, 2023. Available at: https://www.who.int/news-room/fact-sheets/detail/maternal-mortality.

² World Health Organization. Pneumonia. WHO. https://www.who.int/news-room/fact-sheets/detail/pneumonia. Accessed June 10, 2022.

³ Systematic review and meta-analysis for the use of ultrasound versus radiology in diagnosing of pneumonia, Saeed Ali Alzahrani et al. Crit Ultrasound J. 2017; 9: 6. doi: 10.1186/s13089-017-0059-y

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Eric Tatro

+1 312 459 6140

[email protected]

KEYWORDS: Illinois Africa United States North America

INDUSTRY KEYWORDS: Technology Medical Devices Health Technology Philanthropy Radiology Health Other Philanthropy Foundation Artificial Intelligence

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Sidus Space Secures Position on Upcoming Bandwagon Mission

Updated mission date allows inclusion of additional sensors and expanded field of view, increasing both payload and data revenue

CAPE CANAVERAL, Fla.–(BUSINESS WIRE)–
Sidus Space (NASDAQ: SIDU) (the “Company” or “Sidus”), a multi-faceted Space and Data-as-a-Service company confirms its plan to reallocate two LizzieSats to launch on an upcoming Bandwagon mission with SpaceX. The updated LizzieSat constellation configuration will advance cutting-edge Low Earth Orbit data collection and provide enhanced orbital flexibility for government and commercial customers.

While initially planning to launch its first LizzieSat on Transporter-9 in Q4 2023, the Company has adjusted its launch manifest to take advantage of the opportunity to cover more populated areas and increase data revenue. The updated schedule targets a first launch in Q1 2024 followed by two LizzieSats on a Bandwagon mission in Q2 2024.

“The Bandwagon mission is exciting because it gives us the ability to place multiple LizzieSats in dissimilar orbits, enabling us to capture higher revenue generating data while increasing our payload and data customers,” commented Carol Craig, Sidus’ Founder and CEO. “This, when combined with the inclusion of additional sensors and enhanced AI capabilities on our initial flight, adds value as we get closer to initiating these launches and developing new, high-margin business lines.”

The Company continues to be manifested for the launch of a single LizzieSat with SpaceX on Transporter-10 in Q1 2024 and two additional LizzieSats on Transporter-11 in Q2 2024, which will result in an expected five LizzieSats on orbit in the Company’s constellation by the end of the third quarter of 2024. The LizzieSats deployed on Bandwagon will operate in synergy with those on Transporter missions as the complementary orbits increase both the value and the amount of data that can be collected for sale by the Company.

John Curry, Chief Mission Operations Officer, stated, “The convergence of our orbit inclination, advanced payloads, and EdgeAI capabilities enables us to provide an unparalleled data service to our customers. Our capability to address a critical void through wide area spectral data imaging greatly enhances LizzieSat’s overall potential.”

About Sidus Space

Sidus Space (NASDAQ: SIDU) is a multi-faceted Space and Data-as-a-Service company focused on mission-critical hardware manufacturing; multi-disciplinary engineering services; satellite design, production, launch planning, mission operations; and in-orbit support. The Company is located in Cape Canaveral, Florida, where it operates from a 35,000-square-foot manufacturing, assembly, integration, and testing facility focused on vertically integrated Space-as-a-Service solutions including end-to-end satellite support.

Sidus Space has a mission of Bringing Space Down to Earth™ and a vision of enabling space flight heritage status for new technologies while delivering data and predictive analytics to domestic and global customers. Any corporation, industry, or vertical can start their journey off-planet with Sidus Space’s rapidly scalable, low-cost satellite services, space-based solutions, and testing alternatives. More than just a “Satellite-as-a-Service” provider, Sidus Space is a trusted Mission Partner–from concept to Low Earth Orbit and beyond. Sidus Space is ISO 9001:2015, AS9100 Rev. D certified, and ITAR registered.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute ‘forward-looking statements’ within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words ‘anticipate,’ ‘believe,’ ‘continue,’ ‘could,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘may,’ ‘plan,’ ‘potential,’ ‘predict,’ ‘project,’ ‘should,’ ‘target,’ ‘will,’ ‘would’ and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors described more fully in the section entitled ‘Risk Factors’ in Sidus Space’s Annual Report on Form 10-K for the year ended December 31, 2022, and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Sidus Space, Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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Investor Relations

Valter Pinto or Jack Perkins

KCSA Strategic Communications

[email protected]

(212) 896-1254

Media

Pam Davis

Sidus Space

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Other Defense Professional Services Hardware Data Management Technology Defense Artificial Intelligence Data Analytics Satellite Engineering Government Technology Aerospace Manufacturing

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Posted on September 18, 2023 8:12 am

Knowles Announces Next Phase of Transformation to an Industrial Technology Company

Knowles Announces Next Phase of Transformation to an Industrial Technology Company

Enters into Agreement to Acquire Cornell Dubilier for Total Cash Consideration of $263 Million, Adding Film, Electrolytic and Mica Capacitor Product Offerings; Expected to be Accretive to Non-GAAP EPS in 2024

Announces Exploration of Strategic Alternatives for Consumer MEMS Microphones Segment

Actions Reflect Execution of Strategic Roadmap to Increase Exposure to High-Growth Medtech, Defense & Aerospace, and Industrial Electrification End Markets

ITASCA, Ill. & LIBERTY, S.C.–(BUSINESS WIRE)–
Knowles Corporation (NYSE: KN) (“Knowles” or the “Company”), a leading global supplier of high performance components and solutions, including ceramic capacitors and radio frequency (“RF”) filters, advanced medtech microphones and balanced armature speakers and audio solutions, today announced strategic actions to accelerate its transformation to an industrial technology company focused on higher growth and higher value opportunities.

The Company has entered into a definitive agreement to acquire Cornell Dubilier (“CD”) in an all-cash transaction. In parallel, Knowles announced that it is evaluating strategic alternatives for its Consumer MEMS Microphones business (“CMM”).

Proposed Acquisition of Cornell Dubilier

Cornell Dubilier, based in Liberty, South Carolina, is a technology leader and manufacturer of high-quality film, electrolytic and mica capacitors used in demanding medtech, military, aerospace, and industrial electrification applications with an annualized revenue of more than $135 million and over 35 thousand customers. The acquisition:

• Increases Exposure to High-Growth End Markets: The transaction significantly expands Knowles’ serviceable available market through Cornell Dubilier’s capacitor offerings. In addition, Cornell Dubilier’s end markets are aligned to key growth tailwinds, including increasing defense budgets, medical imaging and critical care application growth as well as industrial electrification and implementation of next generation fast charging architectures.

• Diversifies and Expands Product Portfolio: The combination of Cornell Dubilier’s broad selection of power film, electrolytic and mica capacitors with Knowles’ Precision Devices segment will deliver a compelling value proposition and wider portfolio of products and solutions to both existing and new customers.

• Drives Non-GAAP EPS Accretion and Preserves Financial Flexibility: Pro forma, the acquisition is expected to be accretive to Knowles’ non-GAAP EPS in 2024. Following the closing of the acquisition, Knowles expects to have a leverage ratio of 1.4x pro forma EBITDA and maintain its capital deployment strategy focused on balancing R&D and capex investment with accretive M&A while continuing to return cash to shareholders through share repurchases.

“Adding Cornell Dubilier’s impressive, broad-based roster of OEM and distribution partner customers, as well as its leading capabilities in capacitor technology will expand the applications for Knowles’ products,” said Knowles Chief Executive Officer Jeffrey Niew. “We will be well positioned to grow with new and existing customers as we work to generate stronger earnings and cash flow and create shareholder value. We admire the outstanding company and culture built by the Kaplan family over the past 40 years and we look forward to welcoming Cornell Dubilier’s talented employees to Knowles.”

“We are thrilled to be joining Knowles, which shares our culture of innovation,” said Cornell Dubilier Chief Executive Officer Jim Kaplan. “Like Knowles, some of the world’s most respected companies rely on Cornell Dubilier’s technologies, and together, we will be well positioned to offer even more cutting-edge products and solutions to our customers and drive growth.”

Acquisition Terms & Details

The total cost of the acquisition is $263 million and consists of a $140 million cash payment at closing and an interest-free seller note of $123 million, with $50 million maturing one year from closing and the remaining $73 million maturing two years from closing. The total fair value of the consideration transferred is estimated at $250 million and represents 9.6x Cornell Dubilier’s trailing-twelve-month adjusted EBITDA inclusive of run-rate cost synergies. Knowles expects to finance the acquisition with a combination of cash on hand, borrowings from its existing revolving credit facility, and the seller note.

The acquisition is expected to close in the fourth quarter of calendar year 2023, subject to regulatory approvals and other customary closing conditions.

J.P. Morgan is serving as the exclusive financial advisor to Knowles and Foley & Lardner LLP is serving as its legal advisor.

Exploring Strategic Alternatives for Consumer MEMS Microphones Business

The Company also announced today that it is reviewing strategic alternatives for its CMM business. CMM designs and manufactures micro-electro-mechanical systems microphones that enable voice control communication and superior audio recording for customers across the ear, compute, internet of things and smartphone market segments.

Mr. Niew commented, “The CMM segment is an attractive, cash-producing business with differentiated products and a strong customer base. This process is another step in Knowles’ business transformation as we explore potential partners to accelerate a return to growth for CMM.”

The Company has engaged Jefferies LLC to assist in the CMM strategic review. No assurance can be given that any transaction or other strategic outcomes will result from the review. The Company has not set a timetable for the conclusion of the strategic review and does not intend to comment on or provide updates regarding these matters unless and until it determines that further disclosure is appropriate or required.

Investor Presentation

Knowles today posted an investor presentation with details regarding the Cornell Dubilier transaction, which is available at http://investor.knowles.com.

Non-GAAP Financial Measures

Non-GAAP diluted earnings per share (“non-GAAP diluted EPS”) is adjusted for certain non-GAAP reconciling adjustments, including stock-based compensation expense, intangibles amortization expense, impairment charges, restructuring charges, and other infrequent or non-recurring expense and income items that, when removed, result in greater comparability of results between reporting periods. Non-GAAP diluted EPS also includes the income tax effects of non-GAAP reconciling adjustments, which are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments. The number of shares used in the non-GAAP diluted EPS calculations excludes the impact of stock-based compensation expense expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method.

Knowles believes that non-GAAP measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating Knowles’ performance for business planning purposes. Knowles also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in Knowles’ opinion, do not reflect its core operating performance. Knowles believes that its presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Knowles uses internally for purposes of assessing its core operating performance.

About Knowles

Knowles is a market leader and global provider of advanced micro-acoustic microphones and balanced armature speakers, audio solutions, and high performance capacitors and RF products, serving the consumer electronics, medtech, defense, electric vehicle, industrial, and communications markets. Knowles uses its leading position in SiSonic™ micro-electro-mechanical systems (“MEMS”) microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience across consumer applications. Knowles is also a leader in hearing health acoustics, high performance capacitors, and RF solutions for a diverse set of markets. Knowles’ focus on the customer, combined with unique technology, proprietary manufacturing techniques, and global operational expertise, enables it to deliver innovative solutions across multiple applications. Founded in 1946 and headquartered in Itasca, Illinois, Knowles is a global organization with employees in over a dozen countries. The Company continues to invest in high value solutions to diversify its revenue and increase exposure to high growth markets. For more information, visit knowles.com.

About Cornell Dubilier

Cornell Dubilier is a privately held company headquartered in Liberty, South Carolina. Cornell Dubilier is a technology leader and manufacturer of high-performance film, electrolytic and mica capacitors used in demanding medtech, defense & aerospace, and industrial electrification applications.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains certain statements, including those statements relating to the Company’s expectations regarding the CD acquisition, the evaluation of strategic alternatives for the CMM business, plans and objectives of management for future operations and other statements that do not directly relate to any historical or current fact which are “forward-looking” statements within the meaning of the safe harbor provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words “expect,” “estimate,” “budget,” “continue,” “intend,” “will,” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are based on current plans, expectations, forecasts and assumptions and are subject to risks, uncertainties and other factors that could cause actual outcomes or results to differ materially from those projected, anticipated or implied in these forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will be achieved or accomplished. Many factors that could cause actual results or events to differ materially from those anticipated include those matters described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the SEC, as well as the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire CD; the possibility that various closing conditions for the acquisition may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in regulatory or other required approvals; the failure of the acquisition to close for any other reason; the amount of fees and expenses related to the acquisition or the strategic alternatives process; the ability to achieve projected financial results; the risk that the anticipated benefits and synergies from the acquisition may not be fully realized or may take longer to realize than expected; the effects of disruption from the acquisition or strategic alternatives process making it more difficult for Knowles or CD to maintain relationships with employees (including potential difficulties in employee retention), collaboration parties, other business partners or governmental entities; other business effects, including the effects of industrial, economic or political conditions outside of Knowles’ control; the timing of the strategic alternatives review; the outcome of the strategic alternatives review, including whether any transaction occurs at all; whether any such strategic alternative will result in additional value for Knowles and its shareholders; and changes in economic, competitive, strategic, technological, regulatory or other factors that affect the operation of Knowles’ businesses. Any forward-looking statement speaks of as of the date on which it is made and the Company does not assume any obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except as required by applicable law. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

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Financial Contact:

Patton Hofer

Knowles Investor Relations

Email: [email protected]

KEYWORDS: Illinois South Carolina United States North America

INDUSTRY KEYWORDS: Hardware Other Defense Semiconductor Electronic Design Automation Manufacturing Consumer Electronics Other Health Technology Audio/Video Defense Other Manufacturing Telecommunications Machinery Health Mobile/Wireless Engineering

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SentinelOne® and Mandiant Bolster Strategic Partnership, Empowering Organizations to Harden Defenses and Proactively Protect Against the Latest Threats

Cybersecurity leaders will combine the power of the SentinelOne Singularity™ platform with Mandiant-infused industry-leading intelligence through strategic offering

MOUNTAIN VIEW, Calif. & RESTON, Va.–(BUSINESS WIRE)–SentinelOne (NYSE: S), a global leader in autonomous cybersecurity, and Mandiant, Inc., part of Google Cloud, today announced an expanded strategic partnership through which they intend to arm organizations of all sizes with industry-leading threat intelligence capabilities directly within the SentinelOne Singularity Platform.

“The cybersecurity threat landscape is rapidly evolving, with attacks becoming more numerous and sophisticated by the minute,” said Ric Smith, Chief Product and Technology Officer, SentinelOne. “To keep their critical infrastructure safe, security teams need advanced, intelligence-led solutions that enable them to better understand who’s targeting them and prepare for threats before they impact their business, and we are pleased to be teaming with Mandiant to provide these capabilities.”

Through the expanded partnership, SentinelOne will deliver Mandiant’s industry-leading threat intelligence to customers in the Singularity Platform. The new offering will enhance SentinelOne’s native threat intelligence by providing organizations with a deeper understanding of their threat landscape and enabling them to monitor emerging threats in near-real time, proactively reduce risk and quickly identify adversaries in their environment.

“Over the last 18 months, Mandiant and SentinelOne have partnered to deliver highly adaptable and intelligence-led security solutions to customers,” said Marshall Heilman, Mandiant CTO, Google Cloud. “The expanded strategic partnership marks a major milestone in our journey to democratize our threat intelligence and make it actionable for everyone. By OEMing our frontline threat intelligence and expertise in leading cybersecurity technology, we can enable customers of all sizes to enhance their threat intelligence and investigations with the power of Mandiant in their preferred platform of choice.”

Recognized by enterprises, governments and law enforcement agencies worldwide as the market leader in threat intelligence, Mandiant provides early threat insights through unmatched intelligence and response expertise for the highest-profile incidents. A pioneer and leader in autonomous cybersecurity, SentinelOne provides a market-leading AI-powered platform to protect the entire enterprise. In combining their strengths, the companies can deliver unparalleled innovation, unmatched expertise and superior protection for their customers.

To learn more about the SentinelOne-Mandiant partnership and the value it can deliver, click here.

About SentinelOne

SentinelOne is the leader in autonomous cybersecurity. SentinelOne’s Singularity™ Platform detects, prevents, and responds to cyber attacks at machine speed, empowering organizations to secure endpoints, cloud workloads, containers, identities, and mobile and network-connected devices with speed, accuracy and simplicity. Over 11,000 customers, including Fortune 10, Fortune 500, and Global 2000 companies, as well as prominent governments, trust SentinelOne to secure the future today. To learn more, visit www.sentinelone.com

About Mandiant

Mandiant is a recognized leader in dynamic cyber defense, threat intelligence and incident response services. By scaling decades of frontline experience, Mandiant helps organizations to be confident in their readiness to defend against and respond to cyber threats. Mandiant is now part of Google Cloud.

About Google Cloud

Google Cloud accelerates every organization’s ability to digitally transform its business and industry. We deliver enterprise-grade solutions that leverage Google’s cutting-edge technology, and tools that help developers build more sustainability. Customers in more than 200 countries and territories turn to Google Cloud as their trusted partner to enable growth and solve their most critical business problems.

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Karen Master

SentinelOne

[email protected]

+1 (440) 862-0676

KEYWORDS: California Virginia United States North America

INDUSTRY KEYWORDS: Data Management Security Technology Mobile/Wireless Software Networks Internet

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New Study Finds Limited Access to Legal Services Quells Overall Wellness and Productivity Among U.S. Employees

MetLife’s Legal Access Study finds offering legal services improves holistic health of employees and bolsters Diversity, Equity & Inclusion (DEI) initiatives

NEW YORK–(BUSINESS WIRE)–
As today’s workforce continues to navigate changing socioeconomic conditions and a complex legal landscape, research in a new study from MetLife Legal Plans found the interest for legal services is on the rise. According to MetLife’s Legal Access Study, more than two-thirds of today’s employees (67%) have faced a legal situation in the past five years—this is particularly true of those in marginalized and low-income groups.

As these challenges go beyond just impacting workers’ personal lives and affect their overall wellbeing and productivity at work, employers are now seeing first-hand how legal issues can impact their employees. Research shows that one in three employees say they lack adequate access to legal resources, contributing to growing levels of stress and burnout.¹ Meanwhile, 61% of employees say they are concerned about the impact of a legal issue on their financial health and nearly half (47%) are concerned about impact on mental health.

“Our research has shown that workers’ holistic wellbeing has worsened in the last year as their need for access to quality legal advice has grown. Employers should consider the valuable role legal plans can play in their benefits offering. By offering a legal plan as a voluntary benefit, employers can improve the overall wellbeing of their workforce, help to deliver on their DEI commitments and support the ever-evolving composition of today’s workforce,” said Ingrid Tolentino, CEO, MetLife Legal Plans.

Legal Access Improves the Employee Experience

When employees have access to legal plans, their financial and mental health improve. MetLife research found that 67% of employees who have legal benefits through their employer feel financially healthy (vs. 52% who don’t). Similarly, 75% of employees with legal benefits feel mentally healthy, compared to 63% without legal benefits who say the same.

The same study found that broadening access to legal services can also drive key business outcomes. In fact, employers who offer legal services are 12% more likely to say they have increased productivity in their workforce, compared to employers who do not offer legal plans.

By offering a benefit that covers a wide range of employee needs, employers are also better able to deliver on their commitments to DEI. The research found that employees with a legal plan are 25% more likely to say that they are satisfied with the availability of fair/equitable opportunities across their organization and 40% more likely to be satisfied with the social wellness benefits/programs that they’re offered.

Addressing the “Justice Gap”

While a majority (67%) of employees have faced a legal situation in the past five years, only 7% of those have sought legal representation. Marginalized groups are even more likely to have faced a legal situation.

• 78% of employees living with a disability,

• 75% of those who identify as LGBTQ+,

• 69% of those who identify as Hispanic,

• 66% of those who identify as Black,

• And 58% of those who identify as Asian have also encountered a legal issue.

Yet while these groups have a higher occurrence of legal situations, they make up a small percentage of the 7% who have sought an attorney.

Workers in these groups are often disproportionately affected by a lack of access to legal services—an inequity commonly referred to as the “justice gap.” For instance, while 24% of employees indicated that cost was a barrier to legal access, that percentage increased among minority demographics (38% with a disability, 34% LGBTQ+, 30% Black, and 29% Hispanic). Perceptions of fairness in the legal system among those affected by the justice gap are also lower, too, with many employees in these groups saying they actively avoid the legal system due to a lack of trust.

Supporting and Educating Employees through Legal Access

Beyond the lack of access to legal support, MetLife’s study also uncovered a general lack of understanding of legal plans among employees, which can contribute to the underutilization of these benefits. Many employees hold misconceptions about legal plans, including what they are, what services they cover, how much they cost, and how they can enroll.

“It’s not enough for employers to simply offer legal plans,” said Tolentino. “It’s essential they make it a priority to educate employees about how they can use legal plans to protect themselves in the face of the unknown, and as they approach life’s major milestones.”

In addition to improving employee wellbeing, employers demonstrate an elevated level of care for their workforce by providing increased education around legal services. Employees who use their legal plans are far more likely to feel cared for (73% vs. 54%), MetLife research has found. Benefits communication tactics, including lunch and learns, human resources office hours, and spending time with diverse groups to understand their unique experiences, support employees’ evolving needs and demonstrate workplace equity.

Click here to learn more about MetLife’s 2023 Legal Access Study.

Research Methodology

MetLife Legal Plans’ Legal Access Study was conducted in three parts from October 2022 to January 2023 and fielded by Big Village—a global research and analytics consultancy. Rainmakers conducted part one, which included a three-day online community. Twenty-eight interviews were conducted with full-time employees from diverse backgrounds on the state of legal access and their understanding of legal plans. Part two entailed interviews with three experts active in the legal industry (an EVP of DEI, a lecturer of business law and ethics for a school of social work, and an attorney/consultant), and one DEI subject matter expert (consultant and adjunct professor in the department of social justice and social change/consultant). Part three was a quantitative study of 5,023 employees.

About MetLife

MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help individual and institutional customers build a more confident future. Founded in 1868, MetLife has operations in more than 40 markets globally and holds leading positions in the United States, Japan, Latin America, Asia, Europe, and the Middle East. For more information, visit www.metlife.com.

¹ “The Justice Gap: The Unmet Civil Legal Need of Low-income Americans.” Legal Services Corporation.

Apr 2022.  https://justicegap.lsc.gov/the-report/

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Media:

Liz Harish

929-343-7473

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Finance Professional Services Legal Insurance Human Resources

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Nick Pomponi Joins Evercore as Senior Managing Director in the Technology Group

NEW YORK–(BUSINESS WIRE)–
Nick Pomponi joins Evercore today (NYSE: EVR) as a senior managing director in the Technology group and will be based in New York.

Mr. Pomponi comes to the firm after spending nearly 16 years at Goldman Sachs, where he was a partner and global co-head of software within the investment banking division. Over his tenure, he has advised technology companies at all stages of the business life cycle, from growth to maturity, working on their most important transactions, including strategic M&A and raising capital through IPOs, equity and debt raises.

Naveen Nataraj, co-head of Evercore’s U.S. investment banking business said, “Nick has deep industry relationships and an exceptional record of success having advised companies across a variety of technology sectors, and particularly in software. We are thrilled to have him join our deep bench of technology senior managing directors and help expand our coverage within the technology sector.”

Mr. Pomponi said, “Evercore’s technology team is one of the most experienced and talented in the industry. I have always respected Evercore’s commitment to excellence, long-term client-centric vision, and unwavering focus on providing the best, independent advice. I am excited to join the Evercore team and to help the firm continue to grow its world-class Technology practice.”

Mr. Pomponi holds an MBA From the University of Virginia Darden School of Business and a B.A. in economics from Villanova University.

About Evercore

Evercore (NYSE: EVR) is a premier global independent investment banking advisory firm. We are dedicated to helping our clients achieve superior results through trusted independent and innovative advice on matters of strategic significance to boards of directors, management teams and shareholders, including mergers and acquisitions, strategic shareholder advisory, restructurings and capital structure. Evercore also assists clients in raising public and private capital, delivers equity research and equity sales and agency trading execution, and provides wealth and investment management services to high-net-worth and institutional investors. Founded in 1995, the firm is headquartered in New York and maintains offices and affiliate offices in major financial centers in the Americas, Europe, the Middle East and Asia. For more information, please visit www.evercore.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230918108897/en/

Business:

Naveen Nataraj

Co-Head of U.S. Investment Banking

[email protected]

Media:

Jamie Easton

Head of Communications & External Affairs

[email protected]

Or

Shree Dhond / Zach Kouwe

Dukas Linden Public Relations

[email protected]

(646) 722-6531

Investor:

Katy Haber

Head of Investor Relations & ESG

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Technology Other Technology Finance Consulting Banking

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Virpax Pharmaceuticals Announces the Formation of Novvae™ Pharmaceuticals

–Novvae to Focus Exclusively on OTC Product Candidates—

–Clinical Trials for Virpax Rx Pipeline are Anticipated for 2024–

BERWYN, Pa.–(BUSINESS WIRE)–Virpax^® Pharmaceuticals, Inc. (“Virpax” or the “Company”) (NASDAQ: VRPX), a company specializing in developing non-addictive products for pain management, post-traumatic stress disorder, central nervous system (CNS) disorders and viral barrier indications, today announced that it has formed a new wholly-owned subsidiary, Novvae™ Pharmaceuticals, Inc. (Novvae), which has been established to focus exclusively on advancing Virpax’s OTC pipeline.

“The formation of Novvae allows Virpax to focus exclusively on the development of its Rx product pipeline as we advance our lead product candidate, Probudur^™ and prepare to enter Phase 2 human clinical trials in 2024. We are also looking to advance Envelta™ and expect to enter Phase 1 human clinical trials next year,” commented Anthony P. Mack, Chairman and CEO of Virpax Pharmaceuticals.

AnQlar^™ will be the first asset added to the Novvae pipeline. AnQlar is being developed as a prophylactic once-a-day antiviral nasal spray. AnQlar utilizes a pre-filled intranasal device that is formulated using a chitosan derivative in a nanoparticle dispersion. Chitosan is a natural anti-microbial. In several preclinical studies, AnQlar demonstrated 24-hour anti-viral barrier activity against both Influenza and Covid. AnQlar has completed IND-enabling studies and Novvae will assume responsibility for future development leading to its first in human trials.

Additionally, Virpax is in advanced discussions for global rights of first refusal on two differentiated non-prescription assets. Should the Company acquire these product candidates, they would be added to the Novvae pipeline.

About Virpax Pharmaceuticals

Virpax is developing branded, non-addictive pain management products candidates using its proprietary technologies to optimize and target drug delivery. Virpax is initially seeking FDA approval for two prescription drug candidates that employ two different patented drug delivery platforms. Probudur™ is a single injection liposomal bupivacaine formulation being developed to manage post-operative pain and Envelta™ is an intranasal molecular envelope enkephalin formulation being developed to manage acute and chronic pain, including pain associated with cancer. Virpax is also using its intranasal Molecular Envelope Technology (MET) to develop two other product candidates. PES200 is a product candidate being developed to manage post-traumatic stress disorder (PTSD) and NobrXiol™ is a product candidate being developed for the nasal delivery of a pharmaceutical-grade cannabidiol (CBD) for the management of rare pediatric epilepsy. Virpax is also seeking approval of two nonprescription product candidates: AnQlar, which is being developed to inhibit viral replication caused by influenza or SARS-CoV-2, and Epoladerm™, which is a topical diclofenac spray film formulation being developed to manage pain associated with osteoarthritis. For more information, please visit virpaxpharma.com and follow us on Twitter, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s planned clinical trials, product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms and include statements regarding the formation of Novvae allowing the Company to focus exclusively on the development of its Rx product pipeline, advancing Probudur^™ and preparing to enter Phase 2 human clinical trials in 2024, advancing Envelta™ and entering Phase 1 human clinical trials next year, future development by Novvae leading to first in human trials for AnQlar, the Company acquiring the global rights of first refusal on two differentiated non-prescription assets and adding the product candidates to the Novvae pipeline. These statements relate to future events or the Company’s financial performance and involve known and unknown risks, uncertainties, and other factors, including the ability to be in Phase 2 human clinical trials for Probudur^™ in 2024; the ability to be in Phase 1 human clinical trials for Envelta™ in 2024; the ability to be in first in human trials for AnQlar; the ability to acquire the global rights of first refusal on two differentiated non-prescription assets as planned; the ability to continue the development of the Company’s patent portfolio; the ability of the nose to brain intranasal drug delivery pathway to lessen drug-to drug interaction and reduce drug dosing; the Company’s ability to successfully complete research and further development and commercialization of Company drug candidates in current or future indications; the uncertainties inherent in clinical testing; the Company’s ability to manage and successfully complete clinical trials and the research and development efforts for multiple product candidates at varying stages of development; the timing, cost and uncertainty of obtaining regulatory approvals for the Company’s product candidates; the Company’s ability to protect its intellectual property; the loss of any executive officers or key personnel or consultants; competition; changes in the regulatory landscape or the imposition of regulations that affect the Company’s product candidates; the Company’s ability to continue to obtain capital to meet its long-term liquidity needs on acceptable terms, or at all, including the additional capital which will be necessary to complete clinical trials that the Company plans to initiate; and other factors listed under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2022, and the Company’s quarterly reports on Form 10-Q, the Company’s Current Reports on Form 8-K and subsequent filings with the U.S. Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230918682706/en/

Investor Relations Contact:

Betsy Brod

Affinity Growth Advisors

[email protected]

(917) 923-8541

Media Contact:

Robert Cavosi

RooneyPartners

[email protected]

(646) 638-9891

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Pharmaceutical Health Clinical Trials

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Carbon Revolution Strengthens Board With Appointment of Four U.S.-Based Senior Automotive Executives

Board Appointments Include Former GM Vice Chairman Bob Lutz

GEELONG, Australia–(BUSINESS WIRE)–
Carbon Revolution Limited (“Carbon Revolution” or the “Company”), a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fiber wheels, has announced Board appointments, effective upon completion of the proposed business combination (the “Business Combination”) with Twin Ridge Capital Acquisition Corp. (“Twin Ridge”) (NYSE: TRCA). These appointees will serve on the Board of Directors of Carbon Revolution Public Company Limited (“Carbon Revolution plc”), the surviving company resulting from the Business Combination, upon completion thereof.

“We are thrilled to welcome Bob Lutz, Burt Jordan, Jacqui Dedo and Matti Masanovich to the Board” said Carbon Revolution Board Chair James Douglas. “They have all held senior leadership and executive roles across the U.S. automotive industry. I have full confidence they will bring to the Company a high degree of additional experience, skills and insights that will be invaluable following our U.S. listing, as we pursue new growth opportunities globally.“

The appointments will greatly enhance the group’s strategic leadership and auto industry experience. These four experienced and highly credentialed U.S.-based Directors are:

Robert A. Lutz.

Mr. Lutz has an extensive background in the automotive industry, having held executive positions at General Motors, Chrysler, and Ford Motor Company. Mr. Lutz also served as Chairman and Chief Executive Officer of Exide Technologies from 1998 until 2002 and served on its board of directors until May 2004. Mr. Lutz has been President and Chief Executive Officer of Lutz Communications since May 2010. With significant board and executive experience in the automotive industry, Bob Lutz’s expertise will be invaluable to Carbon Revolution plc’s board.

Burt Jordan

Mr. Jordan has served as the President and a director of Atlantic Coastal Acquisition Corp. and as the President and a director of Atlantic Coastal Acquisition Corp. II, respectively, since December 2020. He also previously served as an executive at Ford Motor Company for more than two decades, where he most recently held the position of Vice President of Global Purchasing Operations and Supply Chain Sustainability. With additional roles as a non-executive director in other companies, Mr. Jordan will bring extensive experience in executive management, supply chain development, sustainability and global strategy development.

Jacqueline A. Dedo

Ms. Dedo has served as a co-founder of Aware Mobility LLC, since May 2015. Prior to this, Ms. Dedo served as President of Piston Group and held various positions with Dana Holding Corp, The Timken Company, Motorola, Covisint LLC, Robert Bosch Corporation and Cadillac Motor Car Company. Ms. Dedo has served as a member of the board of directors of Li-Cycle Holdings Corp. (NYSE: LICY) since August 2022 and Workhorse Group Inc. (Nasdaq: WKHS) since May 2020. Ms. Dedo has more than 30 years of global automotive, off highway, industrial and aftermarket experience and will bring her extensive knowledge of technology commercialization and scale up to Carbon Revolution plc’s board.

Matti Masanovich

Mr. Masanovich has served as Senior Vice President and Chief Financial Officer of Catalent since July 2023.

He previously held executive positions in various companies, including Tenneco Automotive, Superior Industries International Inc., General Cable Corporation and International Automotive Components. Mr. Masanovich also served as Global Vice President of Finance, Packard Electrical and Electronic Architecture (E/EA) Division in Shanghai, China at APTIV (formerly Delphi Automotive). Mr. Masanovich brings extensive executive management and financial experience from his numerous leadership roles.

The appointees will join the members of Carbon Revolution’s existing Board of Directors, James Douglas, Jake Dingle, Lucia Cade, Dale McKee and Mark Bernhard on the surviving company’s board following completion of the proposed Business Combination.

ABOUT CARBON REVOLUTION

Carbon Revolution is an Australian technology company, which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance, premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

For more information, visit carbonrev.com.

Information about Proposed Business Combination

As previously announced, Carbon Revolution Limited (“CBR”, “Carbon Revolution” or the “Company”) (ASX: CBR) and Twin Ridge Capital Acquisition Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA) have entered into a definitive business combination agreement and accompanying scheme implementation deed (“SID”) that is expected to result in Carbon Revolution becoming publicly listed in the U.S. via a series of transactions, including a scheme of arrangement. Upon closing of the transactions, the ordinary shares and warrants of the merged company, Carbon Revolution plc (formerly known as Poppetell Limited), a private limited company incorporated in Ireland with registered number 607450 (“MergeCo”), that will become the parent company of the Company and Twin Ridge, are expected to trade on the NYSE American in the United States, and Carbon Revolution’s shares shall be delisted from the ASX.

Additional Information about the Proposed Business Combination and Where to Find It

This communication relates to the proposed Business Combination involving CBR, TRCA, MergeCo, and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub”). In connection with the proposed Business Combination, MergeCo has filed the Registration Statement, including a proxy statement of TRCA and a prospectus of MergeCo relating to the MergeCo Shares to be issued in connection with the proposed business combination, with the SEC. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus, or any other document that MergeCo or TRCA has filed or will file with the SEC or send to its shareholders in connection with the proposed business combination. This communication does not contain all the information that should be considered concerning the proposed Business Combination and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TRCA’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ DEFINITIVE PROXY STATEMENT/ PROSPECTUS, AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY TRCA OR MERGECO WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

TRCA commenced mailing the definitive proxy statement on September 8, 2023 to shareholders as of August 25, 2023. Additionally, TRCA and MergeCo will file other relevant materials with the SEC in connection with the proposed Business Combination. Copies of the Registration Statement, the definitive proxy statement/ prospectus and all other relevant materials for the proposed Business Combination filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by TRCA or MergeCo may be obtained, when available, free of charge from TRCA at www.twinridgecapitalac.com. TRCA’s shareholders may also obtain copies of the definitive proxy statement/prospectus, without charge, by directing a request to Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Business Combination will be implemented solely pursuant to the Business Combination Agreement and Scheme Implementation Deed, in each case, filed as exhibits to the Current Report on Form 8-K filed by TRCA with the SEC on November 30, 2022, which contains the full terms and conditions of the proposed Business Combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Participants in the Solicitation of Proxies

This communication may be deemed solicitation material in respect of the proposed Business Combination. TRCA, CBR, MergeCo, Merger Sub and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from TRCA’s shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of TRCA’s directors and officers in the Registration Statement, TRCA’s filings with the SEC, including TRCA’s initial public offering prospectus, which was filed with the SEC on March 5, 2021, TRCA’s subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of TRCA’s securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to TRCA’s shareholders in connection with the business combination is included in the definitive proxy statement/prospectus relating to the proposed Business Combination. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.

Forward-Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed Business Combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed Business Combination and related transactions, the level of redemptions by TRCA’s public shareholders and the timing of the completion of the proposed Business Combination, including the anticipated closing date of the proposed Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of CBR’s and TRCA’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of CBR and TRCA.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risks that we will not secure sufficient funding to proceed through to completion of the Transaction, any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination, or that the approval of the shareholders of TRCA or CBR is not obtained; (iii) the ability to maintain the listing of MergeCo’s securities on the stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing on favorable terms; (v) the risk that the proposed Business Combination disrupts current plans and operations CBR or TRCA as a result of the announcement and consummation of the proposed Business Combination and related transactions; (vi) the risk that any of the conditions to closing of the Business Combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed Business Combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed Business Combination; (ix) risks related to the rollout of CBR’s business strategy and the timing of expected business milestones; (x) the effects of competition on CBR’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (xii) the outcome of any legal proceedings that may be instituted against TRCA, CBR or any of their respective directors or officers; (xiii) the amount of redemption requests made by TRCA’s public shareholders; (xiv) the ability of TRCA to issue equity, if any, in connection with the proposed Business Combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to CBR’s industry; (xvii) changes in laws and regulations; and (xviii) those factors discussed in TRCA’s Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors,” and other documents of TRCA or MergeCo filed with the SEC, including the proxy statement / prospectus. If any of these risks materialize or TRCA’s or CBR’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TRCA nor CBR presently know or that TRCA and CBR currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TRCA’s and CBR’s expectations, plans or forecasts of future events and views as of the date of this communication. TRCA and CBR anticipate that subsequent events and developments will cause TRCA’s and CBR’s assessments to change. However, while TRCA and CBR may elect to update these forward-looking statements at some point in the future, each of TRCA, CBR, MergeCo and Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing TRCA’s and CBR’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Investors

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Media

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KEYWORDS: Australia/Oceania Australia

INDUSTRY KEYWORDS: Other Manufacturing Automotive Technology Automotive Manufacturing General Automotive Performance & Special Interest Manufacturing Other Technology

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