Results of Annual General Meeting

All six resolutions were approved by the majority of shareholders 

Shareholder voting approvals ranged between 92% and 99% of votes cast

LONDON, Jan. 02, 2025 (GLOBE NEWSWIRE) — On December 30, 2024, VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”) held its annual general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders voted on the following six resolutions:

1. To approve the receipt of the accounts and the reports of the directors and the auditors for the financial year ended 30 June 2024 (the “June 2024 Annual Report”). 99% of votes cast were in favor.

2. To approve the directors’ remuneration report for the financial year ended 30 June 2024 as set out in the June 2024 Annual Report (the “Directors’ Remuneration Report”). 97% of votes cast were in favor.

3. To re-appoint PKF Littlejohn LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company. 98% of votes cast were in favor.

4. To authorize the Company’s audit committee to determine the remuneration of the auditors. 98% of votes cast were in favor.

5. To approve the extension of the term of appointment as director of the Company of William Langdon, Class A directors of the Company, by 3 years, such that the term of such appointment expires in 2027. 92% of votes cast were in favor.

6. To approve the authorization for the Company to proceed with mergers or divestments, as deemed appropriate, in alignment with the Company’s strategic objectives. 99% of votes cast were in favor.

About VivoPower 

Established in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focussed on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. VivoPower’s core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status. VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.

Forward-Looking Statements

This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Contact 

Shareholder Enquiries 
[email protected] 



Foxx Development to Celebrate Milestone by Ringing Nasdaq Closing Bell on January 3, 2025

Irvine, CA, Jan. 02, 2025 (GLOBE NEWSWIRE) — Foxx Development Holdings Inc. (“Foxx Development” or “Company”) (Nasdaq: FOXX), a leading provider of consumer electronics and integrated Internet-of-Things (IoT) solutions for retail and institutional clients, today announced that it will ring the Nasdaq Closing Bell on Friday, January 3, 2025. This milestone event celebrates the Company’s successful transition to a publicly traded entity in September 2024 and highlights its continued momentum in expanding its business operations and market presence.

The Nasdaq Closing Bell Ceremony, hosted at the iconic Nasdaq MarketSite in Times Square, New York City, is a prestigious tradition celebrating corporate achievements and growth. Greg Foley, CEO of Foxx Development, will lead the ceremony alongside members of the Company’s leadership team, employees, valued customers, strategic partners, and other distinguished guests.

Greg Foley, CEO, stated, “Ringing the Nasdaq Closing Bell is a significant milestone for Foxx Development, representing the dedication and innovation of our team. It reflects our unwavering commitment to sustainable growth, delivering value to shareholders, and providing cutting-edge IoT solutions to our customers. We are excited to celebrate this achievement and continue driving excellence in all we do.

The ceremony will be broadcast live on the Nasdaq website at https://www.nasdaq.com/marketsite/bell-ringing-ceremony, with live footage and event highlights starting at 3:45 p.m. Eastern Time. Photos and videos of the event will also be available on Foxx Development’s corporate website and social media channels shortly after the ceremony.

About Foxx Development Holdings Inc.

Foxx Development is a consumer electronics and integrated Internet-of-Things (IoT) solution company catering to both retail and institutional clients. With robust research and development capabilities and a strategic commitment to cultivating long-term partnerships with mobile network operators, distributors and suppliers around the world, it currently sells a diverse range of products including mobile phones, tablets and other consumer electronics devices throughout the United States, and is in the process of developing and distributing end-to-end communication terminals and IoT solutions. For more information, please visit http://foxxusa.com and http://ir.foxxusa.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Investor Relations Contact:

International Elite Capital
Annabelle Zhang
Telephone: +1(646) 866-7928
Email: [email protected]



Align Technology to Announce Fourth Quarter and 2024 Results on February 5, 2025

Align Technology to Announce Fourth Quarter and 2024 Results on February 5, 2025

TEMPE, Ariz.–(BUSINESS WIRE)–
Align Technology, Inc. (Nasdaq: ALGN) a leading global medical device company that designs, manufactures, and sells the Invisalign® System of clear aligners, iTero™ intraoral scanners, and exocad™ CAD/CAM software for digital orthodontics and restorative dentistry, today announced that it will report fourth quarter and 2024 financial results on Wednesday, February 5, 2025, after the close of market. Financial results will be released at 4:00 p.m. ET (2:00 p.m. MT) and will be available on the Investor Relations section of the Align website at http://investor.aligntech.com.

Following the press release, Align will host a conference call to discuss its financial results. The conference call will begin at 4:30 p.m. ET (2:30 p.m. MT) and will also be available as an audio webcast live via the Internet. Participants may pre-register for the call by clicking here. The call will also be accessible via webcast on the Investor Relations section of Align Technology’s website or by visiting http://investor.aligntech.com. An archived audio webcast will be available two hours after the call’s conclusion and will remain available for one month.

For planning purposes, Align is also announcing tentative earnings release dates for fiscal 2025. The official earnings date for each quarter will be announced separately with the corresponding conference call information.

Fiscal Quarters Tentative Dates

First-quarter 2025 (Q1’25) Wednesday, April 30, 2025

Second-quarter 2025 (Q2’25) Wednesday, July 30, 2025

Third-quarter 2025 (Q3’25) Wednesday, October 29, 2025

About Align Technology, Inc.

Align Technology designs and manufactures the Invisalign® System, the most advanced clear aligner system in the world, iTero™ intraoral scanners and services, and exocad™ CAD/CAM software. These technology building blocks enable enhanced digital orthodontic and restorative workflows to improve patient outcomes and practice efficiencies for over 271 thousand doctor customers and are key to accessing Align’s 600 million consumer market opportunity worldwide. Over the past 27 years, Align has helped doctors treat approximately 18.9 million patients with the Invisalign System and is driving the evolution in digital dentistry through the Align™ Digital Platform, our integrated suite of unique, proprietary technologies and services delivered as a seamless, end-to-end solution for patients and consumers, orthodontists and GP dentists, and lab/partners. Visit www.aligntech.com for more information.

For additional information about the Invisalign System or to find an Invisalign doctor in your area, please visit www.invisalign.com. For additional information about the iTero digital scanning system, please visit www.itero.com. For additional information about exocad dental CAD/CAM offerings and a list of exocad reseller partners, please visit www.exocad.com.

Invisalign, iTero, exocad, Align, and Align Digital Platform are trademarks of Align Technology, Inc.

Align Technology

Madelyn Valente

(909) 833-5839

[email protected]

Zeno Group

Sarah Karlson

(828) 551-4201

[email protected]

KEYWORDS: Arizona United States North America

INDUSTRY KEYWORDS: Health Dental Medical Devices

MEDIA:

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Hexcel Schedules Fourth Quarter 2024 Earnings Release and Conference Call

Hexcel Schedules Fourth Quarter 2024 Earnings Release and Conference Call

STAMFORD, Conn.–(BUSINESS WIRE)–
Hexcel Corporation (NYSE: HXL) announced today that it will report financial results for its fourth quarter of 2024 on Wednesday, January 22 after the market close.

The company will host a webcast and conference call to discuss highlights of its financial results on Thursday, January 23 at 10 a.m. ET. The call will be hosted by Chairman, CEO and President Tom Gentile and Chief Financial Officer Patrick Winterlich.

The event will be webcast via the Investor Relations webpage at www.Hexcel.com. The event can also be accessed by dialing +1 (646) 307-1963. The conference ID is 2360739. A replay of the call will be available on the investor relations page of the Hexcel website approximately two hours after the conclusion of the call.

About Hexcel

Hexcel Corporation is a global leader in advanced lightweight composites technology. We propel the future of flight, energy generation, transportation, and recreation through excellence in providinginnovative high-performance material solutions that are lighter, stronger and tougher, helping to create a better world for us all. Our broad and unrivaled product range includes carbon fiber, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, resins, engineered core and composite structures for use in commercial aerospace, space and defense, and industrial applications.

Kurt Goddard| Vice President Investor Relations | [email protected] | +1 (203)-352-6826

KEYWORDS: Connecticut United States North America

INDUSTRY KEYWORDS: Defense Security Technology Aerospace Manufacturing Other Manufacturing Other Defense

MEDIA:

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H.B. Fuller Announces Preliminary Fiscal Year 2024 Results

H.B. Fuller Announces Preliminary Fiscal Year 2024 Results

ST. PAUL, Minn.–(BUSINESS WIRE)–
H.B. Fuller Company (NYSE: FUL) announced today unaudited preliminary financial results for fiscal year 2024 and scheduled the company’s fourth quarter investor conference call. These preliminary results are estimates and remain subject to completion of the company’s fiscal year financial audit.

The company now expects fiscal year 2024 net revenue to be approximately $3.57 billion, adjusted diluted earnings per share to be approximately $3.84 and adjusted EBITDA to be approximately $594 million compared to previous guidance of adjusted EBITDA between $610 million and $620 million as communicated on September 25, 2024. Additionally, the company now expects cash flow from operations for the year to be approximately $300 million.

Fourth quarter net revenue and earnings were adversely impacted by weaker than expected conditions and delayed orders, particularly in consumer product goods and packaging related end markets as well as durable goods distribution. In addition, delayed customer order patterns shifted price increase realization into fiscal 2025 while higher raw material costs, primarily in Hygiene, Health and Consumable (HHC) Adhesives, negatively impacted adjusted EBITDA.

“Late in the fourth quarter there was a negative inflection point on volume whereby a number of market segments exhibited topline deceleration versus the previous quarter, and this adversely impacted our operating results and led to a disappointing shortfall relative to our expectations,” said Celeste Mastin, President and Chief Executive Officer. “In response to this weaker market environment, we are focusing on the controllable variables and putting in place new pricing actions and cost controls. This is in addition to our ongoing restructuring initiatives to streamline our manufacturing footprint and overall SG&A profile.”

The Company plans to report its financial results for the three-month and twelve-month fiscal periods ended November 30, 2024, in a press release issued after the market close on January 15, 2025. The Company will hold an investor conference call on January 16, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its financial results.

Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. Participants can pre-register for the webcast at any time using the link above. The webcast will be archived on the company’s website.

A telephone replay of the conference call will be available from 12:30 p.m. CT on January 16, 2025, to 10:59 p.m. CT on January 23, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.

Regulation G

The information presented in this release regarding consolidated adjusted net income, adjusted diluted earnings per share, and adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in this release.

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2023 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,000 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

Safe Harbor for Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine and Israel and Hamas; the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to acquire and integrate complementary businesses; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; failures in our information technology systems; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

 

Year Ended

November 30,

 

 

2024

 

 

 

 

 

 

Net income attributable to H.B. Fuller

 

$

130,786

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

Acquisition project costs 1

 

 

9,354

 

 

Organizational realignment 2

 

 

39,996

 

 

Project One 3

 

 

11,885

 

 

Business divestiture 4

 

 

48,948

 

 

Other 5

 

 

(1,981

)

 

Discrete tax items 6

 

 

(5,999

)

 

Income tax effect on adjustments 7

 

 

(15,811

)

 

Adjusted net income attributable to H.B. Fuller 8

 

 

217,178

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

Interest expense

 

 

133,122

 

 

Interest income

 

 

(4,679

)

 

Income taxes

 

 

77,661

 

 

Depreciation and Amortization expense 9

 

 

170,573

 

 

Adjusted EBITDA 8

 

 

593,855

 

 

 

 

 

 

 

 

Diluted Shares

 

 

56,629

 

 

Adjusted diluted income per common share attributable to H.B. Fuller 8

 

$

3.84

 

 

 

 

 

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $8,037 in transaction costs (primarily consulting and professional fees, representations and warranties, insurance premiums and employee acquisition related travel expenses), $740 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $577 in business integration costs (primarily costs of transition services agreements and, for the three month ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the year ended November 30, 2024.

2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation, and, for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $9,084 in professional fees related to legal entity and business structure changes, $16,553 in employee severance and other related costs and $14,359 related to facility rationalization costs for the year ended November 30, 2024.

3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which will upgrade and standardize our information system.

4 Business divestiture includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the pending sale of the North America Flooring business, which is a component of our Construction Adhesives operating segment. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value.

5 Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the year ended November 30, 2024.

6 Discrete tax items for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation.

7 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.

8 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller and adjusted EBITDA are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller and adjusted EBITDA to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

9 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($4,137) for the year ended November 30, 2024.

 

Steven Brazones

Investor Relations Contact

651-236-5060

KEYWORDS: Minnesota United States North America

INDUSTRY KEYWORDS: Packaging Chemicals/Plastics Other Manufacturing Manufacturing

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Adtalem Global Education Announces Second Quarter Fiscal Year 2025 Conference Call

Adtalem Global Education Announces Second Quarter Fiscal Year 2025 Conference Call

CHICAGO–(BUSINESS WIRE)–
Adtalem Global Education Inc. (NYSE: ATGE), the leading healthcare educator in the United States, announced today it will release its second quarter fiscal year 2025 results on Thursday, Jan. 30, 2025, after financial markets close, followed by a conference call at 4:00 p.m. CT (5:00 p.m. ET) the same day to discuss the results.

The call can be accessed by dialing +1 877-407-6184 (U.S. participants) or +1 201-389-0877 (international participants) and stating “Adtalem earnings call” or by using conference ID: 13750710. The call will be simulcast through the Adtalem investor relations website at: https://investors.adtalem.com.

Adtalem will archive a replay of the call for 30 days. To access the replay, dial +1 877-660-6853 (U.S.) or +1 201-612-7415 (international), conference ID: 13750710, or visit the Adtalem investor relations website.

About Adtalem Global Education

Adtalem Global Education is the leading provider of healthcare education in the U.S., shaping the future of healthcare by preparing a diverse workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and inclusivity is reflected in our expansive network of institutions, serving over 90,000 students and supported by a strong community of approximately 350,000 alumni and nearly 10,000 dedicated employees. Visit Adtalem.com for more information and follow us on LinkedIn, Instagram and Facebook.

Investor Contact

Jay Spitzer

[email protected]

+1 312-906-6600

Media Contact

Britt Mitchell

[email protected]

+1 872-270-0301

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Nursing Education Health Continuing Training University

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Ladder Announces $850 Million Revolving Credit Facility to Upsize and Extend Existing Facility and Reduce Cost of Debt

Ladder Announces $850 Million Revolving Credit Facility to Upsize and Extend Existing Facility and Reduce Cost of Debt

NEW YORK–(BUSINESS WIRE)–
Ladder Capital Corp (“Ladder,” the “Company,” “we” or “our”) (NYSE: LADR), a leading diversified commercial real estate finance platform, recently closed and subsequently upsized a revolving credit facility (the “Credit Facility”) with commitments of $850 million. The Credit Facility has an “accordion” feature under which the Company may further increase the total borrowing availability to up to $1.25 billion. The Credit Facility replaced Ladder’s prior $324 million revolving credit facility, which had no balance drawn at the time the Credit Facility closed.

The Credit Facility, which more than doubled Ladder’s existing revolving credit facility at a significantly lower cost of funds, has a maturity date of December 20, 2028, and up to two 6-month extensions thereafter at the Company’s option. The larger Credit Facility is expected to further enhance the liquidity and flexibility of the Company’s balance sheet. Without changing any commitments, the agreement governing the Credit Facility will be automatically replaced by an unsecured investment grade agreement if certain debt instruments of the Company receive investment grade ratings from two rating agencies. The margins for borrowings under the Credit Facility are tighter than that of Ladder’s prior revolving credit facility and further adjust based on the Company’s credit rating. Ladder is currently rated just one notch below investment grade from Moody’s (Ba1) and Fitch (BB+), with a positive outlook from both agencies. S&P rates Ladder at BB.

“We are pleased to see our strategic plans coming together. Upsizing our revolving credit facility is a crucial step as we continue on our path toward potential investment grade ratings,” said Brian Harris, Ladder’s Chief Executive Officer. “The success of this transaction reflects our strong relationships with financial partners, our differentiated approach to financing, and our commitment to building enduring value through a commercial real estate finance platform grounded in stability, discipline, and long-term resilience.”

A total of 10 lenders participated in the Credit Facility. JPMorgan Chase Bank, N.A. (“JPMorgan”) is the Administrative Agent and Collateral Agent for the Credit Facility, and JPMorgan, Wells Fargo Securities, LLC, Bank of America, N.A., M&T Bank and Société Generale are acting as Joint Bookrunners and Joint Lead Arrangers. Barclays Bank PLC, Citibank, N.A., Raymond James Bank, and U.S. Bank National Association are acting as Joint Lead Arrangers, and along with Wells Fargo Bank, N.A., Bank of America, N.A., M&T Bank and Société Generale are acting as Syndication Agents. Deutsche Bank AG New York Branch is acting as Documentation Agent.

About Ladder

Ladder Capital Corp (NYSE: LADR) is a leading diversified commercial real estate finance platform that specializes in underwriting commercial real estate across the capital stack. With $5.4 billion of assets, our investment objective is to preserve and protect shareholder capital while generating attractive risk-adjusted returns.

Since 2008, we have invested over $46 billion in debt and equity, serving both institutional and middle-market clients. Our primary business is originating fixed and floating rate first mortgage loans secured by all commercial real estate property types. We also own and operate commercial real estate, including net leased commercial properties, and we invest in investment grade securities secured by first mortgage loans on commercial real estate.

We are internally managed and members of our management team and board of directors collectively own more than 11% of Ladder’s equity, making them the Company’s largest shareholder and aligning their interests closely with fellow stakeholders. Since our founding, their vision has been to support the Company’s investment platform with a conservative and durable capital structure. Our industry-leading credit ratings reflect this differentiated financing strategy.

Ladder is headquartered in New York City with a regional office in Miami, Florida. All amounts in this section are as of September 30, 2024.

Forward-Looking Statements

Certain statements in this release may constitute “forward-looking” statements, including those regarding the Credit Facility and expectations related to the Credit Facility’s impact on the Company’s financial condition, the Company’s ability to achieve investment grade credit ratings and any potential future change in those credit ratings, the potential for the Credit Agreement to be automatically amended, the Company’s access to the accordion feature of the Credit Facility, the impact of macroeconomic factors beyond the Company’s control, including changes in interest rates and the Company’s strategic plans and objectives. These forward-looking statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Ladder believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results on the Company’s business. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the Company’s ability to achieve investment grade credit ratings and any potential future change in those credit ratings, the potential for the Credit Agreement to be automatically amended, the Company’s access to the accordion feature of the Credit Facility and other market trends in the Company’s industry, interest rates and real estate values and the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as its consolidated financial statements, related notes, and other financial information appearing therein, and its other filings with the U.S. Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this release. Ladder expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.

Ladder Capital Corp Investor Relations

917-369-3207

[email protected]

KEYWORDS: New York United States North America

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

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Amprius Technologies to Present at the 27th Annual Needham Growth Conference

Amprius Technologies to Present at the 27th Annual Needham Growth Conference

FREMONT, Calif.–(BUSINESS WIRE)–Amprius Technologies, Inc. (“Amprius” or the “Company”) (NYSE: AMPX), a leader in next-generation lithium-ion batteries with its Silicon Anode Platform, today announced that it will participate in the 27th Annual Needham Growth Conference on Tuesday, January 14, 2025.

The management team is scheduled to present at 9:30 a.m. Eastern time. The presentation will be available live and for replay here.

Amprius management will also be participating in 1×1 meetings throughout the day. Please contact your Needham representative if you are interested in scheduling a time to meet with management.

For additional information or for any other investor inquiries, please contact [email protected].

About Amprius Technologies, Inc.

Amprius Technologies, Inc. is a leading manufacturer of high-energy and high-power lithium-ion batteries, producing the industry’s highest-known energy density cells. The company’s commercially available SiMaxx™ batteries deliver up to 450 Wh/kg and 1,150 Wh/L, with third-party validation of 500Wh/kg and 1,300 Wh/L. Amprius expanded its product portfolio to include the SiCore™ platform in 2024, significantly enhancing its ability to serve additional customer applications. The company’s corporate headquarters is in Fremont, California, where it maintains an R&D lab and a MWh scale manufacturing facility for the fabrication of silicon anodes and cells. To serve customer demand, Amprius entered into several agreements to secure over 500MWh of contract manufacturing available today. For additional information, please visit amprius.com. Also, see the company’s LinkedIn and Twitter pages.

Investors

Tom Colton, Greg Bradbury

Gateway Group, Inc.

949-574-3860

[email protected]

Media

Zach Kadletz, Brenlyn Motlagh

Gateway Group, Inc.

949-574-3860

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: EV/Electric Vehicles Other Energy Batteries Alternative Energy Alternative Vehicles/Fuels Energy Drones Technology Automotive Other Manufacturing Automotive Manufacturing Manufacturing

MEDIA:

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CECO Environmental Announces Expiration of Tender Offer Period for Outstanding Shares of Profire Energy

ADDISON, Texas, Jan. 02, 2025 (GLOBE NEWSWIRE) — CECO Environmental Corp. (Nasdaq: CECO) (together with its consolidated subsidiaries and affiliates, “CECO”), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment and industrial equipment, today announced the successful completion of the previously announced tender offer (the “Offer”) to acquire all of the issued and outstanding shares (the “Shares”) of Profire Energy, Inc. (Nasdaq: PFIE) (“PFIE” or the “Company”) at a price per share of $2.55, in cash, without interest and less applicable withholding taxes, by CECO’s wholly owned subsidiary, Combustion Merger Sub, Inc. (“Purchaser”). The Offer expired at one minute after 11:59 P.M. New York City time on December 31, 2024 (the “Expiration Time”). The Offer was made pursuant to the agreement and plan of merger (the “Merger Agreement”) executed on October 28, 2024 and announced by CECO and PFIE on October 29, 2024, pursuant to which Purchaser agreed to acquire PFIE in a transaction valued at approximately $125 million.

The depositary and paying agent for the Offer has advised CECO that, as of the Expiration Time, a total of 39,688,706 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, and it has received commitments to tender 337,815 additional Shares under the guaranteed delivery procedures described in the Offer, representing in the aggregate approximately 86.31% of the outstanding Shares. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition, and all other conditions to the Offer described in the Offer to Purchase relating to the Offer were satisfied or waived. CECO irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, including Shares validly tendered pursuant to the guaranteed delivery procedures, and will promptly pay for all such tendered Shares in accordance with the terms of the Offer.

Following the acceptance for payment of the tendered Shares, CECO intends to promptly complete its acquisition of PFIE through the merger of Purchaser with and into PFIE, in which each Share issued and outstanding that is not irrevocably accepted for payment in the Offer will be cancelled and converted into the right to receive $2.55 per share, in cash, without interest and less any required withholding taxes. As a result of the merger, PFIE will become a wholly owned subsidiary of CECO. In addition, the Shares will cease to trade on and be delisted from the Nasdaq Capital Market.


ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading environmentally focused, diversified industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets across the globe through its key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise, CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom solutions for applications including power generation, petrochemical processing, general industrial, refining, midstream oil and gas, electric vehicle production, polysilicon fabrication, battery recycling, beverage can, and water/wastewater treatment along with a wide range of other applications. CECO is listed on Nasdaq under the ticker symbol “CECO.” Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please visit www.cecoenviro.com.

SAFE HARBOR STATEMENT

Certain statements in this communication are 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, both as amended, which are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication, other than statements of historical fact, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. We use words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “will,” “plan,” “should” and similar expressions to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under “Item 1A. Risk Factors” of CECO’s Quarterly Reports on Form 10-Q and in CECO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and include, but are not limited to:

  • the parties’ ability to complete the proposed transactions contemplated by the Merger Agreement in the anticipated timeframe or at all;
  • the effect of the announcement or pendency of the proposed transactions on business relationships, operating results, and business generally;
  • risks that the proposed transactions disrupt current plans and operations and potential difficulties in employee retention as a result of the proposed transactions;
  • risks related to diverting management’s attention from ongoing business operations;
  • the outcome of any legal proceedings that have been or may be instituted related to the proposed transactions;
  • the amount of the costs, fees, expenses and other charges related to the proposed transactions;
  • the sensitivity of CECO’s business to economic and financial market conditions generally and economic conditions in CECO’s service areas;
  • dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for revenue;
  • the effect of growth on CECO’s infrastructure, resources and existing sales;
  • the ability to expand operations in both new and existing markets;
  • the potential for contract delay or cancellation as a result of on-going or worsening supply chain challenges;
  • liabilities arising from faulty services or products that could result in significant professional or product liability, warranty or other claims;
  • changes in or developments with respect to any litigation or investigation;
  • failure to meet timely completion or performance standards that could result in higher cost and reduced profits or, in some cases, losses on projects;
  • the potential for fluctuations in prices for manufactured components and raw materials, including as a result of tariffs and surcharges, and rising energy costs;
  • inflationary pressures relating to rising raw material costs and the cost of labor;
  • the substantial amount of debt incurred in connection with CECO’s strategic transactions and its ability to repay or refinance it or incur additional debt in the future;
  • the impact of federal, state or local government regulations;
  • CECO’s ability to repurchase shares of its common stock and the amounts and timing of repurchases;
  • CECO’s ability to successfully realize the expected benefits of its restructuring program;
  • economic and political conditions generally;
  • CECO’s ability to optimize its business portfolio by identifying acquisition targets, executing upon any strategic acquisitions or divestitures, integrating acquired businesses and realizing the synergies from strategic transactions; and
  • unpredictability and severity of catastrophic events, including cybersecurity threats, acts of terrorism or outbreak of war or hostilities or public health crises, as well as management’s response to any of the aforementioned factors.

Many of these risks are beyond management’s ability to control or predict. Should one or more of these risks or uncertainties materialize, or should any related assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only to CECO’s views as of the date the statement is made. Furthermore, the forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, CECO undertakes no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:

Peter Johansson
Chief Financial and Strategy Officer
888-990-6670

Investor Relations Contact:

Steven Hooser and Jean Marie Young
Three Part Advisors
214-872-2710
[email protected]



N2OFF, Inc. Announces Its JV with Soltera Renewable Energy Ltd Obtained an Approval of 111 MWp Solar PV Project in Meltz Germany

The approval was
obtained from the Melz Municipal Committee
in connection with the
submission of
Solterra’s
statutory plan for the
PV Project

Neve Yarak, Israel, Jan. 02, 2025 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation in the agri- tech sector, is pleased to announce progress in its collaborative solar photovoltaic (PV) project in Melz, Germany, developed by Solterra Renewable Energy Ltd. (“Solterra”).

On December 31st, 2024, the project reached an important milestone with the Melz municipal committee approving the submission of the statutory plan for the facility. This approval follows an in-depth review of the project’s environmental and planning implications and the Company represents an important step toward achieving ready-to-build (RTB) status, currently expected by the end of 2025. Following this approval the plan was submitted for a hearing process, which is one of the latest stages in the development process.

The Melz project, a 111 MWp solar PV facility, marks N2OFF’s first project in the renewable energy market, aligning the Company’s mission with its support for innovative and impactful sustainable energy projects.

The Melz project is part of a broader joint venture between N2OFF and Solterra aimed at accelerating the development of high-potential renewable energy facilities across Europe.

“We are proud to see the tangible progress being made in advancing this transformative project,” said David Palach, CEO of N2OFF. “This achievement reflects the strength of our collaboration with Solterra and our shared vision of delivering impactful solutions that promote clean energy and environmental sustainability.”

While N2OFF continues to provide financial support to Solterra, including a loan installment of €470,000 as part of a total €2 million [loan][commitment], the focus remains on accelerating project development to ensure its timely progression to RTB status.

About the Melz Project and Solterra Renewable Energy

The Melz project is one of Solterra’s flagship developments, representing its dedication to create renewable energy facilities with a total portfolio capacity of approximately 300 MW across Germany, Italy, and Poland. Founded in 2022 by renewable energy veterans Eran Litvak and Yair Harel, Solterra specializes in initiating and developing solar PV projects with rapid commercialization potential.

About N2OFF
,
Inc.:

N2OFF, Inc. (formerly known as Save Foods, Inc.) is a clean tech company engaged in sustainable solutions for energy and innovation in the agri- tech sector. Through its operational activities it delivers integrated solutions for sustainable energy, greenhouse gas emissions reduction and safety, quality solutions in the agri- tech market. NTWO OFF Ltd., N2OFF’s majority-owned Israeli subsidiary, aims to contribute in tackling greenhouse gas emissions, offering a pioneering solution to mitigate nitrous oxide (N2O) emissions, a potent greenhouse gas with 310 times the global warming impact of carbon dioxide. NTWO OFF Ltd., aims to promote agricultural practices that are both environmentally friendly and economically viable. N2OFF recently entered the solar PV market and will provide funding to Solterra. for the current project in the total Capacity of 111 MWp, as well as potential future projects. Save Foods Ltd., N2OFF’s majority-owned Israeli subsidiary, focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination. N2OFF also has a minority ownership in Plantify Foods, Inc., a Canadian company listed on the TSXV that offers a wide range of clean-label healthy food options. For more information on Save Foods Ltd. and NTWO OFF Ltd. visit our website: www.n2off.com.

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties including the success of our collaboration with Solterra, entry into future projects, our ability to successfully enter the solar PV sector, the profitability of such industry, and the potential added value of the increased capacity. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Annual Report on Form 10-K filed with the SEC on April 1, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor Relations Contacts:
Michal Efraty
[email protected]