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Air Water Ventures Ltd. to Go Public Through Business Combination with Athena Technology Acquisition Corp. II

• Air Water Ventures is a first mover in direct air-to-water technology
• Parties will seek to raise up to $60 million in PIPE financing in connection with the transaction
• All existing Air Water Ventures investors to roll their equity into a combined company
• Combined company expected to be listed on the NYSE

NEW YORK & ABU DHABI, United Arab Emirates–(BUSINESS WIRE)–
Air Water Ventures Ltd., a first mover in direct air-to-water technology (the “Company”), and Athena Technology Acquisition Corp. II (NYSE: ATEK.U) (“Athena Technology II” or “ATEK”), a publicly listed special purpose acquisition company (“SPAC”), today jointly announced that they have entered into a definitive agreement for a business combination (“Business Combination”) that will result in the formation of The Air Water Company (“The Air Water Company”). The Business Combination values the Company at a pre-money equity value of $300 million. Upon closing of the Business Combination, subject to approval by Athena Technology II stockholders and other customary requirements, The Air Water Company is expected to be listed on the New York Stock Exchange (the “NYSE”). The Business Combination is expected to close in the first quarter of 2024.

Headquartered in Abu Dhabi, the Company is a first mover in direct air-to-water technology, producing quality drinking water at a lower cost and environmental impact than bottled water. The Company has developed proprietary technology that it believes delivers consistent high-quality drinking water within an internal or external environment. Its airflow system is designed to extract the maximum amount of water while using minimum electricity, and its plug-and-play technology can be sited almost anywhere there is power without pipework or traditional water infrastructure.

Led by Alex Guy (Chairman and CEO) and Dave Cupit (Engineering Director), the Company’s leadership team is composed of industry experts with proven track records of building commercial enterprises with decades of experience in the materials, energy, and finance industries.

The Company’s product portfolio is designed to meet the needs of different market segments, from household to industrial, with a production capacity ranging from 2 to 50,000 liters per day. The Company’s first-of-kind bottling plants offer long-term, contracted offtake of large-scale water production to institutional customers.

“This proposed Business Combination is an extraordinary milestone for Air Water Ventures Ltd. and all of those who will benefit from the environmental impact that we are looking to make,” said Alex Guy, Chairman and CEO of the Company. “Not only do we believe this transaction will allow us to accelerate our growth, expand our reach, and continue our track record of disruptive innovation, but we also believe it will help make an impact on a global scale.”

“Air Water Ventures is a category leader in a technology that is changing the way we use one of the world’s most essential resources,” said Isabelle Freidheim, Chief Executive Officer and Chairman of Athena Technology II’s board of directors.

To date, the Company is one of the largest producers of sustainable water in the world and provides water to several hotel groups and government departments across the Middle East. With these relationships, the new combined entity, The Air Water Company, hopes to eliminate the use of plastic water bottles entirely on a grand scale.

Transaction Overview

Pursuant to the Business Combination, Athena Technology II, which currently holds approximately $261 million of cash in trust, will combine with the Company. The Company’s existing equity security holders are expected to hold approximately 42% of the issued and outstanding shares of common stock of The Air Water Company immediately following the consummation of the transaction, assuming no redemptions by Athena Technology II’s existing shareholders and up to $60 million in intended financing.

The board of directors of Athena Technology II and the board of directors of the Company have both unanimously approved the proposed Business Combination. Completion of the Business Combination is subject to customary closing conditions, including the approval of the shareholders of Athena Technology II and the receipt of certain governmental and regulatory approvals, and is expected to be completed in the first quarter of 2024.

For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by Athena Technology II with the SEC available at www.sec.gov. Additional information about the Business Combination will be described in the registration statement relating to the transaction, which will be filed with the SEC.

Advisors

Jett Capital Advisors, LLC is serving as financial advisor to the Company. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as financial and capital markets advisor to Athena Technology II.

White & Case LLP is acting as U.S. legal counsel to Air Water Ventures Ltd. and Latham & Watkins LLP is acting as U.S. legal counsel to Athena Technology II.

About Air Water Ventures Ltd.

The Company is a sustainable water solutions company that specializes in making high-quality drinking water from the air. The Company is currently focused on the development and manufacturing of its product portfolio of atmospheric water generators. Years of research and development have allowed us to design air-to-water machines that we believe work efficiently inside and out. By utilizing advanced air-to-water technology, the Company’s experts have created a way for consumers to enjoy drinking water from the humidity in the air — rather than relying on global reserves.

About Athena Technology Acquisition Corp. II

Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS), incorporated in Delaware, is a special purpose acquisition company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. ATEK is the third SPAC founded by Isabelle Freidheim, who also serves as its Chief Executive Officer, with Kirthiga Reddy as President and Anna Apostolova as Chief Financial Officer.

Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology 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 future events, the expectation that the Business Combination between ATEK and the Company will occur and that The Air Water Company will be listed on the NYSE, the estimated or anticipated future results and benefits of The Air Water Company following the Business Combination, including its ability to successfully execute its business plan, the likelihood, and ability of the parties to successfully consummate the Business Combination and future opportunities for The Air Water Company, and other statements that are not historical facts.

These statements are based on the current expectations of ATEK’s and/or the Company’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 will differ from assumptions. Many actual events and circumstances are beyond the control of ATEK and the Company. These statements are subject to a number of risks and uncertainties regarding the Company’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the intended financing; the occurrence of any event, change, or other circumstances that could give rise to the termination of the agreement governing the Business Combination; the number of redemption requests made by ATEK’s shareholders in connection with the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the risk that the approval of ATEK’s shareholders for the potential transaction is not obtained; the anticipated capitalization and enterprise value of The Air Water Company following the consummation of the Business Combination; the ability of The Air Water Company to issue equity, equity-link or other securities in the future; expectations related to the terms and timing of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the Business Combination; the risk that the Business Combination may not be completed by ATEK’s business combination deadline and the potential failure to obtain an extension of its business combination deadline, if sought by ATEK; the risks related to the rollout of the Company’s business and the timing of expected business milestones; the ability of The Air Water Company to execute its growth strategy, manage growth profitably, and retain its key employees; the ability of The Air Water Company to obtain or maintain the listing of its securities on the NYSE following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that could also cause actual results to differ from those contained in these forward-looking statements. In addition, forward-looking statements provide ATEK’s expectations, plans, or forecasts of future events and views as of the date of this communication. And while ATEK may elect to update these forward-looking statements in the future, ATEK specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing ATEK’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. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the results of such forward-looking statements will be achieved.

Additional Information and Where to Find It

In connection with the Business Combination, ATEK, the Company, and The Air Water Company are expected to prepare a registration statement on Form F-4 (the “Registration Statement”) to be filed with the SEC by The Air Water Company, which will include preliminary and definitive proxy statements to be distributed to ATEK’s shareholders in connection with ATEK’s solicitation for proxies for the vote by ATEK’s shareholders in connection with the Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to the Company’s shareholders in connection with the completion of the Business Combination. After the Registration Statement has been filed and declared effective, ATEK will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. ATEK’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with ATEK’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about ATEK, the Company, The Air Water Company, and the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus, or any other document that ATEK will send to its shareholders in connection with the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by ATEK, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Athena Technology Acquisition Corp. II, Attn: Isabelle Freidheim, 442 5^th Avenue, New York, NY.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/ prospectus (if and when available) will be mailed to shareholders of ATEK as of a record date to be established for voting on the Business Combination. Shareholders of ATEK will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

ATEK, the Company, The Air Water Company, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of ATEK’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding ATEK’s directors and executive officers in ATEK’s filings with the SEC, including ATEK’s Annual Report on Form 10-K, and amendments thereto, and Quarterly Report on Form 10-Q, in each case, as filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ATEK’s shareholders in connection with the Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than those of ATEK’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors, and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for, or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230420005590/en/

Athena Technology II:

Bevel PR

[email protected]

KEYWORDS: New York United States United Arab Emirates North America Middle East

INDUSTRY KEYWORDS: Environment Finance Environmental Issues Environmental Health Professional Services Sustainability Green Technology Other Natural Resources Natural Resources

MEDIA:

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New Shield Provider Portal drives efficiency and lowers costs by reducing duplicate claims and customer service calls

iSun Inc. Awarded $7.7 Million Contract for 2.2MW Solar Carport in Ohio

WILLISTON, Vt.–(BUSINESS WIRE)–
iSun, Inc. (NASDAQ: ISUN) (the “Company,” or “iSun”), a leading solar energy and clean mobility infrastructure company with 50-years of experience accelerating the adoption of innovative electrical technologies, today announced that it has received a 2.2 MW, $7.7 million contract to provide a solar carport to one of the nation’s largest financial institutions at a single location in Ohio.

Highlights:

• $7.7 million solar carport contract highlights iSun’s ability to originate projects and create value for new customers, including through turnkey engineering services

• 2.2 MW contract expands iSun’s growing EV Infrastructure presence into the Ohio market

• Project scheduled to begin in Q2 2023 and will be added to iSun’s existing backlog of projects

“We are excited to continue our strong start to 2023 with a new contract award for a solar carport for a global company,” said Jeffrey Peck, Chairman and Chief Executive Officer of iSun. “This new project is particularly rewarding as it highlights the value creation our team can provide based upon our differentiated ability to originate solar projects. This project also underscores our flexibility in originating projects across all our segments, including EV Infrastructure, to provide our customers with the products and services they require. These business development efforts are driving our continued growth by building new customer relationships that allow us to enter new markets efficiently. We appreciate the trust and confidence of our customers in our ability to help them achieve their goals in alternative energy initiatives.”

About iSun Inc.

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted service provider to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 600 megawatts of solar systems. The Company currently provides a comprehensive suite of solar services across residential, commercial, industrial & municipal, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

Forward Looking Statements

This press release includes 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, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230419005294/en/

iSun Investor Relations

IR: [email protected]

KEYWORDS: Ohio Vermont United States North America

INDUSTRY KEYWORDS: Construction & Property Alternative Energy Energy Automotive Building Systems Engineering General Automotive Manufacturing

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NRG Energy, Inc. to Report First Quarter 2023 Financial Results on May 4, 2023

HOUSTON–(BUSINESS WIRE)–
NRG Energy, Inc. (NYSE: NRG) plans to report its First Quarter 2023 financial results on Thursday, May 4, 2023. Management will present the results during a conference call and webcast at 9:00 a.m. EST (8:00 a.m. CST).

A live webcast and presentation materials can be accessed through the investor relations website under “presentations and webcasts” at investors.nrg.com. The webcast will be archived on the site for those unable to listen in real-time.

About NRG Energy

NRG Energy is a leading energy and home services company powered by people and our passion for a smarter, cleaner, and more connected future. A Fortune 500 company operating in the United States and Canada, NRG delivers innovative solutions that help people, organizations, and businesses achieve their goals while also advocating for competitive energy markets and customer choice. More information is available at www.nrg.com. Connect with NRG on Facebook and LinkedIn, and follow us on Twitter, @nrgenergy.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230420005593/en/

Investors:

Brendan Mulhern

609.524.4767

[email protected]

Media:

Laura Avant

713.537.5437

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Utilities Oil/Gas Coal Alternative Energy Energy Nuclear

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Posted on April 20, 2023 8:55 am

Kineta, Inc. Announces $6 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

SEATTLE, April 20, 2023 (GLOBE NEWSWIRE) — Kineta, Inc. (Nasdaq: KA) (the “Company” or “Kineta”), a clinical-stage biotechnology company focused on the development of novel immunotherapies in oncology that address cancer immune resistance, announced today that it has entered into a definitive agreement for the purchase and sale of 1,425,179 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) at a purchase price of $4.21 per share of common stock (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 1,425,179 shares of common stock with an exercise price of $4.08 per share which will be immediately exercisable for a period of five years following issuance. The closing of the offering is expected to occur on or about April 24, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $6 million. The Company intends to use the net proceeds from this offering for working capital purposes.

The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants (but not the warrants or the shares of common stock underlying the warrants) described above are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-269340), previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on January 30, 2023. The offering of the shares of common stock and pre-funded warrants is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Kineta:

Kineta is a clinical-stage biotechnology company with a mission to develop next-generation immunotherapies that transform patients’ lives. Kineta has leveraged its expertise in innate immunity and is focused on discovering and developing potentially differentiated immunotherapies that address the major challenges with current cancer therapy. For more information on Kineta, please visit www.kinetabio.com, and follow Kineta on Twitter, LinkedIn and Facebook.

KVA12123 (formerly referred to as KVA12.1) is expected to be a differentiated VISTA blocking immunotherapy to address the problem of immunosuppression in the tumor microenvironment. It is a fully human engineered IgG1 monoclonal antibody that was designed to bind to VISTA through a unique epitope. KVA12123 may be an effective immunotherapy for many types of cancer including NSCLC (lung), colorectal, renal cell carcinoma, head and neck, and ovarian. These initial target indications represent a significant unmet medical need with a large worldwide commercial opportunity for KVA12123.

Cautionary Statements Regarding Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as, but not limited to, “believe,” “expect,” “estimate,” “project,” “intend,” “future,” “potential,” “continue,” “may,” “might,” “plan,” “will,” “should,” “seek,” “anticipate,” or “could” and other similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on Kineta’s current beliefs, expectations and assumptions regarding the future of Kineta’s business, future plans and strategies, clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Such forward-looking statements are subject to a number of material risks and uncertainties including, but not limited to: the completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds from the offering, the adequacy of Kineta’s capital to support its future operations and its ability to successfully initiate and complete clinical trials; the difficulty in predicting the time and cost of development of Kineta’s product candidates; Kineta’s plans to research, develop and commercialize its current and future product candidates, including, but not limited to, KVA12123; the timing and anticipated results of Kineta’s planned pre-clinical studies and clinical trials and the risk that the results of Kineta’s pre-clinical studies and clinical trials may not be predictive of future results in connection with future studies or clinical trials; the timing of the availability of data from Kineta’s clinical trials; the timing of any planned investigational new drug application or new drug application; the risk of cessation or delay of any ongoing or planned clinical trials of Kineta or its collaborators; the clinical utility, potential benefits and market acceptance of Kineta’s product candidates; Kineta’s commercialization, marketing and manufacturing capabilities and strategy; developments and projections relating to Kineta’s competitors and its industry; the impact of government laws and regulations; the timing and outcome of Kineta’s planned interactions with regulatory authorities; Kineta’s ability to protect its intellectual property position; Kineta’s estimates regarding future revenue, expenses, capital requirements and need for additional financing; and those risks set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 31, 2023, as well as discussions of potential risks, uncertainties and other important factors in Kineta’s subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Except as required by law, Kineta undertakes no obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise.

Investor Contact:

                                
Jacques Bouchy
EVP Investor Relations & Business Development
+1 206-378-0400
[email protected]

Investor Relations:
John Mullaly
LifeSci Advisors, LLC
[email protected]

Posted on April 20, 2023 8:55 am

Ventas Announces Early Tender Results and Upsize of its Tender Offers

Ventas Announces Early Tender Results and Upsize of its Tender Offers

CHICAGO–(BUSINESS WIRE)–
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today the early tender results of Ventas Canada Finance Limited’s (“Ventas Canada” or the “Issuer”) cash tender offers previously announced on April 3, 2023 (the “Offers”) to purchase outstanding notes of the two series listed in the table below (collectively, the “Notes” and each a “Series” of Notes) on the terms and conditions set out in the Offer to Purchase of the Issuer dated April 3, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Ventas further announced that the Issuer has increased the previously announced Maximum Aggregate Purchase Price (as defined in the Offer to Purchase) for the Offers from Cdn$500 million to Cdn$600 million.

Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.

As of the Early Tender Time, approximately Cdn$718.9 million aggregate principal amount of the Notes was validly tendered and not validly withdrawn. The table below identifies the principal amount of each Series of Notes validly tendered and not validly withdrawn as of the Early Tender Time.

Acceptance Priority Level	Title of Notes	CUSIP / ISIN Nos.	Principal Amount Outstanding Prior to the Offers(in millions)	Principal Amount Tendered as of the Early Tender Time (in millions)
1	2.80% Senior Notes, Series E due 2024	92277LAF3 / CA92277LAF37	Cdn$600	Cdn$527.0
2	4.125% Senior Notes, Series B due 2024	92277LAB2 / CA92277LAB23	Cdn$250	Cdn$191.9

The amounts of each Series of Notes that are purchased on the Early Settlement Date will be determined in accordance with the Acceptance Priority Levels and the proration procedures described in the Offer to Purchase. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or before the Early Tender Time exceeds the Maximum Aggregate Purchase Price as modified hereby, (i) all of the Notes with Acceptance Priority Level 1 validly tendered and not validly withdrawn at or before the Early Tender Time will be accepted for purchase and settled on the Early Settlement Date and (ii) the Notes with Acceptance Priority Level 2 validly tendered and not validly withdrawn at or before the Early Tender Time will be prorated in accordance with the terms of the Offer to Purchase. All Notes not accepted as a result of proration will be rejected from the Offers.

The Issuer’s obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Offers is subject to the satisfaction or waiver by the Issuer of a number of conditions as described in the Offer to Purchase, including the Financing Condition. The Financing Condition for the Offers as described in the Offer to Purchase is expected to be satisfied on April 21, 2023.

Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase will be eligible to receive the applicable Full Tender Offer Consideration, which includes the Early Tender Payment of Cdn$30 per Cdn$1,000 principal amount of Notes for each Series. The Full Tender Offer Consideration will be determined by reference to a fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable Canadian Reference Security, in each case as described in the Offer to Purchase. The Full Tender Offer Consideration will be calculated by TD Securities Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. (collectively, the “Dealer Managers”) at 10:00 A.M., Toronto Time, on April 20, 2023.

In addition, Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will receive accrued and unpaid interest from, and including, the last interest payment date for the applicable Series of Notes to, but not including, the Early Settlement Date, which is currently expected to be April 24, 2023.

In accordance with the terms of the Offers, the Withdrawal Deadline was 5:00 P.M., Toronto Time, on April 19, 2023. As a result, tendered Notes may no longer be withdrawn unless the Issuer is required to extend withdrawal rights under applicable law.

The Offers expire at 5:00 p.m., Toronto time, on May 1, 2023, unless extended or earlier terminated by the Issuer. However, the Notes validly tendered and not validly withdrawn prior to the Early Tender Time have an aggregate purchase price which exceeds the Maximum Aggregate Purchase Price as modified hereby and the Issuer does not intend to further increase the Maximum Aggregate Purchase Price. Therefore, the Issuer will not accept for purchase any Notes validly tendered after the Early Tender Time.

Except as described in this press release, the terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged.

The Issuer has retained TD Securities Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. as the dealer managers for the Offers. The Issuer has retained TMX Investor Solutions Inc. (the “Information Agent”) as the information agent and TSX Trust Company as the tender agent for the Offers.

Holders of Notes who would like additional copies of the Offer to Purchase may call or email the Information Agent at [email protected] or (800) 967-7635 (toll-free) or (201) 806-7301 (collect). Questions regarding the terms of the Offers, including without limitation, the calculation of the Full Tender Offer Consideration, should be directed to TD Securities at [email protected] or (866) 584-2096 (toll-free) or (416) 308-4135 (collect), RBC Dominion Securities Inc. at [email protected], or (877) 381-2099 (toll-free) or (416) 842-6311 (collect) or Scotia Capital Inc. at [email protected], or (800) 372-3930 (toll-free) or (212) 225-5559 (collect).

This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offers are being made solely pursuant to the Offer to Purchase. There is no separate letter of transmittal in connection with the Offer to Purchase. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other applicable laws of such jurisdiction.

Ventas, Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries – healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns a diversified portfolio of over 1,200 properties in the United States, Canada and the United Kingdom. Ventas uses the power of its capital to unlock the value of senior living communities; life science, research & innovation properties; medical office & outpatient facilities, hospitals and other healthcare real estate. A globally recognized real estate investment trust, Ventas follows a successful long-term strategy, proven over more than 20 years, built on diversification of property types, capital sources and industry leading partners, financial strength and flexibility, consistent and reliable growth and industry leading ESG achievements, managed by a collaborative and experienced team dedicated to its stakeholders.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic and other viruses and infections, such as flu and respiratory syncytial virus, and their extended consequences, including of any variants, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our acquisitions and investments, including our acquisition of New Senior Investment Group Inc.; (c) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (d) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs and uninsured liabilities; (e) the impact of market and general economic conditions, including economic and financial market events, inflation, changes in interest rates and exchange rates, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public capital markets; (f) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (g) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on our financial results and financial condition; (h) the risk that we may be unable to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default and, if we are able to foreclose or otherwise acquire assets in lieu of foreclosure, the risk that we will be required to incur additional expense or indebtedness in connection therewith; (i) the recognition of reserves, allowances, credit losses or impairment charges are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (j) the non-renewal of any leases or management agreement or defaults by tenants or managers thereunder and the risk of our inability to replace those tenants or managers on favorable terms, if at all; (k) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (l) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising interest rates, labor conditions and supply chain pressures; (m) our ability to attract and retain talented employees; (n) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (o) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (p) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity, rising interest rates and the phasing out of LIBOR rates; (q) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (r) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (s) the adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (t) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (u) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (v) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (w) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change and (x) other factors set forth in our periodic filings with the United States Securities and Exchange Commission.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230420005554/en/

Ventas, Inc.

BJ Grant

(877) 4-VENTAS

KEYWORDS: Illinois United States North America

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

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