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CBL International Limited – Chart the Path Towards a Brighter Future

HONG KONG, July 28, 2023 (GLOBE NEWSWIRE) — CBL International Limited (Nasdaq: BANL) are thrilled to share with you a few milestones we have reached since the beginning of this year, which not only demonstrated CBL’s ability to ramp up its capacity but also our commitments to the sustainable development.

In the second quarter of 2023, we further extended our footholds in Antwerp in Belgium, Istanbul in Turkey, and Yokkaichi in Japan. This strategic move brings CBL’s services to over 40 ports and opens up the European market, providing flexibility to our customers.

This is in line with our expansion plan, as outlined in the prospectus, which aims to increase our presence in the international markets with the objective of maximizing our scale of operations and profitability.

Our accomplishments also include notable sustainable initiatives. In the third quarter of 2023, we collaborated with our business partners to deliver our very first B24 biofuel bunkering order in Hong Kong. This was a significant step towards achieving the 2023 IMO Strategy, which was adopted at the Maritime Environment Protection (MEPC 80) conference.

Chairman and CEO, Mr William Chia said, “We take immense pride in our unwavering commitment to environmental sustainability and our efforts to make a positive impact on the shipping industry in Hong Kong. As part of our ESG initiatives, we are steadfastly devoted to reducing greenhouse gas (GHG) emissions in line with the IMO’s targets and have implemented in-house GHG management measures.” To further promote clean energy technology, CBL has obtained ISCC EU and ISCC Plus certificates from Bureau Veritas, which certify its compliance with all necessary requirements and authorize the company to trade biofuel within the supply chain.

Through these efforts, we pledge a continued commitment to promoting sustainable practices within the marine industry as a key player in the sector. We are confident that our progress thus far will continue to bring positive change and yield benefits to our company, our stakeholders, and the environment.

About CBL International Limited

Established in 2015, CBL International Limited (Nasdaq: BANL) is the listing vehicle of Banle Group, an established marine fuel logistic company in Asia Pacific providing customers with one stop solution for vessel refuelling. The main market of Banle Group is the Asia Pacific market with business activities taking place in the major ports of Japan, Korea, China, Hong Kong, Taiwan, Vietnam, Malaysia, Singapore, Thailand, and other countries like Turkey, Belgium.

Forward-Looking Information and Statements

Certain statements in this announcement are forward-looking statements, by their nature, subject to significant risks and uncertainties. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

CBL INTERNATIONAL LIMITED

(Incorporated in Cayman Islands with limited liabilities)

For more information, please contact:

CBL International Limited

Email: [email protected]



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GATX Corporation Announces Quarterly Dividend

GATX Corporation Announces Quarterly Dividend

CHICAGO–(BUSINESS WIRE)–
The board of directors of GATX Corporation (NYSE: GATX) today declared a quarterly dividend of $0.55 per common share, payable Sep. 30, 2023, to shareholders of record on Sep. 15, 2023. This quarterly dividend is unchanged from the prior quarter.

COMPANY DESCRIPTION

At GATX Corporation (NYSE: GATX), we empower our customers to propel the world forward. GATX leases transportation assets including railcars, aircraft spare engines and tank containers to customers worldwide. Our mission is to provide innovative, unparalleled service that enables our customers to transport what matters safely and sustainably while championing the well-being of our employees and communities. Headquartered in Chicago, Illinois since its founding in 1898, GATX has paid a quarterly dividend, uninterrupted, since 1919.

AVAILABILITY OF INFORMATION ON GATX’S WEBSITE

Investors and others should note that GATX routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the GATX Investor Relations website. While not all of the information that the Company posts to the GATX Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in GATX to review the information that it shares on www.gatx.com under the “Investors” tab.

Shari Hellerman

Senior Director

Investor Relations, ESG, and External Communications

GATX Corporation

312-621-4285

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Rail Maritime Air Transport Logistics/Supply Chain Management Other Transport

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Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

DUBLIN–(BUSINESS WIRE)–
Horizon Therapeutics plc (NASDAQ: HZNP):

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

1. KEY INFORMATION

(a) Full name of discloser:

Jeff Himawan

(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):

 

The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:

 

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(d) Status of person making the disclosure:

 

e.g. offeror, offeree, person acting in concert with theofferor/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (namely, a director of the offeree)

(e) Date dealing undertaken:

July 27, 2023

(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respect ofany other party to the offer?

 

If it is a cash offer or possible cash offer, state “N/A”

N/A

 
 

2. INTERESTS AND SHORT POSITIONS

If there are positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (Note 1)

 

Class of relevant security:

(Note 2)

Ordinary shares of US$0.0001 each (“Ordinary Shares“)

Interests

Short positions

Number

%

Number

%

(1) Relevant securities ownedand/or controlled:

139,416

0.061%

N/A

N/A

(2) Cash-settled derivatives:

N/A

N/A

N/A

N/A

(3) Stock-settled derivatives(including options) andagreements to purchase/sell:

N/A

N/A

N/A

N/A

Total:

139,416

0.061%

N/A

N/A
 

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 .

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE (Note 3)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

 

Class of

relevant

security

Purchase/sale

Number of

securities

Price per unit

(Note 4)

N/A

N/A

N/A

N/A

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

Class of

relevant

security

Purchases/

sales

Total

number of

securities

Highest

price per

unit paid/

received

Lowest

price per

unit paid/

received

N/A

N/A

N/A

N/A

N/A

(b) Cash-settled derivative transactions

Class of

relevant

security

Product

description

e.g. CFD

Nature of

dealing

e.g. opening/

closing a long/

short position,

increasing/

reducing a long/

short position

Number of

reference

securities

(Note 5)

Price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of

relevant

security

Product

description

e.g. call

option

Writing,

purchasing,

selling,

varying etc.

Number

of

securities

to which

option

relates

(Note 5)

Exercise

price per

unit

Type

e.g.

American,

European

etc.

Expiry

date

Option

money

paid/

received

per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercise

Class of

relevant

security

Product

description

e.g. call

option

Exercising/

exercised

against

Number of

securities

Exercise

price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(d) Other dealings (including transactions in respect of new securities)

Class of

relevant

security

Nature of dealing

e.g. subscription,

conversion, exercise

Details

Price per unit

(if applicable)

(Note 4)

Ordinary Shares

Granting of restricted stock units (“RSUs”) resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof

Granting of 4,016 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan, as may be amended from time to time, which confers on the discloser a right to receive Ordinary Shares in accordance with the RSUs vesting terms

$99.60

 

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer or person acting in concertmaking the disclosure and any other person:

 

Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none”

N/A

(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relating to thevoting rights of any relevant securities under any option referred toon this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referredto on this form is referenced. If none, this should be stated.

N/A

(c) Attachments

Is a Supplemental Form 8 attached?

YES/NO

 

No

Date of disclosure:

July 28, 2023

Contact name:

Aidan Milstead

Telephone number:

+1 224 206 4983

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(c) and (d)(i)

1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(b) of Part B of the Rules.

2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

4. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

5. See Rule 2.5(d) of Part A of the Rules.

6. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

Aidan Milstead, 1 (224) 206 4983

KEYWORDS: Ireland Europe

INDUSTRY KEYWORDS: General Health Professional Services Health Finance

MEDIA:

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Franklin Universal Trust (“FT” or the “Fund”) Announces Notification of Sources of Distributions

Franklin Universal Trust (“FT” or the “Fund”) Announces Notification of Sources of Distributions

SAN MATEO, Calif.–(BUSINESS WIRE)–
Franklin Universal Trust [NYSE: FT]:

Notification of Sources of Distributions

Pursuant to Section 19(a) of the Investment Company Act of 1940

The Fund’s estimated sources of the distribution to be paid on July 31, 2023 and for the fiscal year 2023 year-to-date are as follows:

Estimated Allocations for July Monthly Distribution as of June 30, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital Gains

Net Realized

Long-Term Capital Gains

Return of Capital

$0.0425

$0.0222 (52%)

$0.00 (0%)

$0.00 (0%)

$0.0203 (48%)

Cumulative Estimated Allocations fiscal year-to-date as of June 30, 2023, for the fiscal year ending August 31, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital Gains

Net Realized

Long-Term Capital Gains

Return of Capital

$0.4862

$0.2439 (50%)

$0.0445 (9%)

$0.00 (0%)

$0.1978 (41%)

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution or from the terms of the Fund’s Distribution Policy. FT estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of the FT distribution to shareholders may be a return of capital. A return of capital may occur, for example, when some or all of the money that a shareholder invested in a Fund is paid back to them. A return of capital distribution does not necessarily reflect FT’s investment performance and should not be confused with ‘yield’ or ‘income’. The amounts and sources of distributions reported herein are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send a Form 1099-DIV to shareholders for the calendar year that will describe how to report the Fund’s distributions for federal income tax purposes.

Average Annual Total Return (in relation to the change in net asset value (NAV) for the 5-year period ended on 6/30/2023)1

Annualized Distribution Rate (as a percentage of NAV for the current fiscal period through 6/30/2023)2

Cumulative Total Return (in relation to the change in NAV for the fiscal period through 6/30/2023)3

Cumulative Fiscal Year-To-Date Distribution Rate (as a percentage of NAV as of 6/30/2023)4

4.66%

6.81%

-1.20%

6.49%

Fund Performance and Distribution Rate Information:

  1. Average Annual Total Return in relation to NAV represents the compound average of the Annual NAV Total Returns of the Fund for the five-year period ended through June 30, 2023. Annual NAV Total Return is the percentage change in the Fund’s NAV over a year, assuming reinvestment of distributions paid.
  2. The Annualized Distribution Rate is the current fiscal period’s distribution rate annualized as a percentage of the Fund’s NAV through June 30, 2023.
  3. Cumulative Total Return is the percentage change in the Fund’s NAV from August 31, 2022 through June 30, 2023, assuming reinvestment of distributions paid.
  4. The Cumulative Fiscal Year-To-Date Distribution Rate is the dollar value of distributions for the fiscal period August 31, 2022 through June 30, 2023, as a percentage of the Fund’s NAV as of June 30, 2023.

The Fund’s primary investment objective is to provide high, current income consistent with preservation of capital. Its secondary objective is growth of income through dividend increases and capital appreciation. Distributions may vary based on the Fund’s net investment income. Past distributions are not indicative of future trends.

For further information on Franklin Universal Trust, please visit our web site at: www.franklintempleton.com

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,300 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and over $1.4 trillion in assets under management as of June 30, 2023. For more information, please visit franklintempleton.com.

Franklin Templeton, 1-800-342-5236

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Finance Banking Professional Services Other Professional Services Asset Management

MEDIA:

Notification of Sources of Distributions

Pursuant to Section 19(a) of the Investment Company Act of 1940

The Fund’s estimated sources of the distribution to be paid on July 31, 2023, and for the fiscal year 2023 year-to-date are as follows:

Estimated Allocations for July Monthly Distribution as of June 30, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital

Gains

Net Realized

Long-Term Capital

Gains

Return of Capital

$0.0475

$0.0310 (65%)

$0.00 (0%)

$0.00 (0%)

$0.0165 (35%)

Cumulative Estimated Allocations fiscal year-to-date as of June 30, 2023, for the fiscal year ending December 31, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital

Gains

Net Realized

Long-Term Capital

Gains

Return of Capital

$0.2855

$0.2096 (74%)

$0.0240 (8%)

$0.00 (0%)

$0.0519 (18%)

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Plan. TEI estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of the TEI distribution to shareholders may be a return of capital. A return of capital may occur, for example, when some or all of the money that a shareholder invested in a Fund is paid back to them. A return of capital distribution does not necessarily reflect TEI’s investment performance and should not be confused with ‘yield’ or ‘income’. The amounts and sources of distributions reported herein are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send a Form 1099-DIV to shareholders for the calendar year that will describe how to report the Fund’s distributions for federal income tax purposes.

Average Annual Total Return (in relation to the change in net asset value (NAV) for the 5-year period ended on 6/30/2023)1

Annualized Distribution Rate (as a percentage of NAV for the current fiscal period through 6/30/2023)2

Cumulative Total Return (in relation to the change in NAV for the fiscal period through 6/30/2023)3

Cumulative Fiscal Year-To-Date Distribution Rate (as a percentage of NAV as of 6/30/2023)4

-5.04%

9.95%

5.32%

4.98%

Fund Performance and Distribution Rate Information:

  1. Average Annual Total Return in relation to NAV represents the compound average of the Annual NAV Total Returns of the Fund for the five-year period ended through June 30, 2023. Annual NAV Total Return is the percentage change in the Fund’s NAV over a year, assuming reinvestment of distributions paid.
  2. The Annualized Distribution Rate is the current fiscal period’s distribution rate annualized as a percentage of the Fund’s NAV through June 30, 2023.
  3. Cumulative Total Return is the percentage change in the Fund’s NAV from December 31, 2022 through June 30, 2023, assuming reinvestment of distributions paid.
  4. The Cumulative Fiscal Year-To-Date Distribution Rate is the dollar value of distributions for the fiscal period December 31, 2022 through June 30, 2023, as a percentage of the Fund’s NAV as of June 30, 2023.

The Fund’s Board of Trustees (the “Board”) has authorized a managed distribution plan pursuant to which the Fund makes monthly distributions to shareholders at an annual minimum fixed rate of 10%, based on the average monthly NAV of the Fund’s common shares (the “Plan”). The Fund calculates the average NAV from the previous month based on the number of business days in the month on which the NAV is calculated. The Plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month and is intended to narrow the discount between the market price and the NAV of the Fund’s common shares, but there can be no assurance that the Plan will be successful in doing so. The Fund is managed with a goal of generating as much of the distribution as possible from net ordinary income and short-term capital gains, that is consistent with the Fund’s investment strategy and risk profile. To the extent that sufficient distributable income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital in order to maintain its managed distribution rate. A return of capital may occur, for example, when some or all of the money that was invested in the Fund is paid back to shareholders. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund’s capital loss carryovers from prior years.

The Board may amend the terms of the Plan or terminate the Plan at any time without prior notice to the Fund’s shareholders. The amendment or termination of the Plan could have an adverse effect on the market price of the Fund’s common shares. The Plan will be subject to the periodic review by the Board, including a yearly review of the annual minimum fixed rate to determine if an adjustment should be made.

For further information on Templeton Emerging Markets Income Fund, please visit our web site at: www.franklintempleton.com

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,300 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and over $1.4 trillion in assets under management as of June 30, 2023. For more information, please visit franklintempleton.com.

Franklin Templeton

1-800-342-5236

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Asset Management Professional Services Finance

MEDIA:

Posted on

Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

DUBLIN–(BUSINESS WIRE)–
Horizon Therapeutics plc (NASDAQ: HZNP):

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

1. KEY INFORMATION

(a) Full name of discloser:

James Shannon, M.D.

(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):

 

The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:

 

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(d) Status of person making the disclosure:

 

e.g. offeror, offeree, person acting in concert with theofferor/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (namely, a director of the offeree)

(e) Date dealing undertaken:

July 27, 2023

(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respect ofany other party to the offer?

 

If it is a cash offer or possible cash offer, state “N/A”

N/A

 

2. INTERESTS AND SHORT POSITIONS

If there are positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (Note 1)

Class of relevant security:

(Note 2)

Ordinary shares of US$0.0001 each (“Ordinary Shares“)

Interests

Short positions

Number

%

Number

%

(1) Relevant securities ownedand/or controlled:

101,121

0.044%

N/A

N/A

(2) Cash-settled derivatives:

N/A

N/A

N/A

N/A

(3) Stock-settled derivatives(including options) andagreements to purchase/sell:

N/A

N/A

N/A

N/A

Total:

101,121

0.044%

N/A

N/A

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE (Note 3)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

Class of

relevant

security

Purchase/sale

Number of

securities

Price per unit

(Note 4)

N/A

N/A

N/A

N/A

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

Class of

relevant

security

Purchases/

sales

Total

number of

securities

Highest

price per

unit paid/

received

Lowest

price per

unit paid/

received

N/A

N/A

N/A

N/A

N/A

(b) Cash-settled derivative transactions

Class of

relevant

security

Product

description

e.g. CFD

Nature of

dealing

e.g. opening/

closing a long/

short position,

increasing/

reducing a long/

short position

Number of

reference

securities

(Note 5)

Price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of

relevant

security

Product

description

e.g. call

option

Writing,

purchasing,

selling,

varying etc.

Number

of

securities

to which

option

relates

(Note 5)

Exercise

price per

unit

Type

e.g.

American,

European

etc.

Expiry

date

Option

money

paid/

received

per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercise

Class of

relevant

security

Product

description

e.g. call

option

Exercising/

exercised

against

Number of

securities

Exercise

price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(d) Other dealings (including transactions in respect of new securities)

Class of

relevant

security

Nature of dealing

e.g. subscription,

conversion, exercise

Details

Price per unit

(if applicable)

(Note 4)

Ordinary Shares

Granting of restricted stock units (“RSUs”) resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof

Granting of 4,016 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan, as may be amended from time to time, which confers on the discloser a right to receive Ordinary Shares in accordance with the RSUs vesting terms

$99.60

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer or person acting in concertmaking the disclosure and any other person:

 

Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none”

N/A

(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relating to thevoting rights of any relevant securities under any option referred toon this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referredto on this form is referenced. If none, this should be stated.

N/A

(c) Attachments

Is a Supplemental Form 8 attached?

YES/NO

 

No

Date of disclosure:

July 28, 2023

Contact name:

Aidan Milstead

Telephone number:

+1 224 206 4983

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(c) and (d)(i)

1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(b) of Part B of the Rules.

2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

4. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

5. See Rule 2.5(d) of Part A of the Rules.

6. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

Aidan Milstead, 1 (224) 206 4983

KEYWORDS: New York Europe Ireland United States North America

INDUSTRY KEYWORDS: Pharmaceutical Professional Services Health Finance

MEDIA:

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Templeton Global Income Fund (“GIM” or the “Fund”) Announces Notification of Sources of Distributions

Templeton Global Income Fund (“GIM” or the “Fund”) Announces Notification of Sources of Distributions

FORT LAUDERDALE, Fla.–(BUSINESS WIRE)–
Templeton Global Income Fund [NYSE: GIM]

Notification of Sources of Distributions

Pursuant to Section 19(a) of the Investment Company Act of 1940

The Fund’s estimated sources of the distribution to be paid on July 31, 2023, and for the fiscal year 2023 year-to-date are as follows:

Estimated Allocations for July Monthly Distribution as of June 30, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital

Gains

Net Realized

Long-Term Capital

Gains

Return of

Capital

$0.0306

$0.0187 (61%)

$0.00 (0%)

$0.00 (0%)

$0.0119 (39%)

Cumulative Estimated Allocations fiscal year-to-date as of June 30, 2023, for the fiscal year ending December 31, 2023:

Distribution

Per Share

Net Investment

Income

Net Realized

Short-Term Capital

Gains

Net Realized

Long-Term Capital

Gains

Return of

Capital

$0.1859

$0.1028 (55%)

$0.0266 (14%)

$0.00 (0%)

$0.0565 (31%)

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Plan. GIM estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of the GIM distribution to shareholders may be a return of capital. A return of capital may occur, for example, when some or all of the money that a shareholder invested in a Fund is paid back to them. A return of capital distribution does not necessarily reflect GIM’s investment performance and should not be confused with ‘yield’ or ‘income’. The amounts and sources of distributions reported herein are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send a Form 1099-DIV to shareholders for the calendar year that will describe how to report the Fund’s distributions for federal income tax purposes.

Average Annual Total Return (in relation to the change in net asset value (NAV) for the 5-year period ended on 6/30/2023)1

Annualized Distribution Rate (as a percentage of NAV for the current fiscal period through 6/30/2023)2

Cumulative Total Return (in relation to the change in NAV for the fiscal period through 6/30/2023)3

Cumulative Fiscal Year-To-Date Distribution Rate (as a percentage of NAV as of 6/30/2023)4

-2.47%

8.07%

1.44%

4.09%

Fund Performance and Distribution Rate Information:

  1. Average Annual Total Return in relation to NAV represents the compound average of the Annual NAV Total Returns of the Fund for the five-year period ended through June 30, 2023. Annual NAV Total Return is the percentage change in the Fund’s NAV over a year, assuming reinvestment of distributions paid.
  2. The Annualized Distribution Rate is the current fiscal period’s distribution rate annualized as a percentage of the Fund’s NAV through June 30, 2023.
  3. Cumulative Total Return is the percentage change in the Fund’s NAV from December 31, 2022 through June 30, 2023, assuming reinvestment of distributions paid.
  4. The Cumulative Fiscal Year-To-Date Distribution Rate is the dollar value of distributions for the fiscal period December 31, 2022 through June 30, 2023, as a percentage of the Fund’s NAV as of June 30, 2023.

The Fund’s Board of Trustees (the “Board”) has authorized a managed distribution plan pursuant to which the Fund makes monthly distributions to shareholders at an annual minimum fixed rate of 8%, based on the average monthly NAV of the Fund’s common shares (the “Plan”). The Fund calculates the average NAV from the previous month based on the number of business days in the month on which the NAV is calculated. The Plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month and is intended to narrow the discount between the market price and the NAV of the Fund’s common shares, but there can be no assurance that the Plan will be successful in doing so. The Fund is managed with a goal of generating as much of the distribution as possible from net ordinary income and short-term capital gains, that is consistent with the Fund’s investment strategy and risk profile. To the extent that sufficient distributable income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital in order to maintain its managed distribution rate. A return of capital may occur, for example, when some or all of the money that was invested in the Fund is paid back to shareholders. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund’s capital loss carryovers from prior years.

The Board may amend the terms of the Plan or terminate the Plan at any time without prior notice to the Fund’s shareholders. The amendment or termination of the Plan could have an adverse effect on the market price of the Fund’s common shares. The Plan will be subject to the periodic review by the Board, including a yearly review of the annual minimum fixed rate to determine if an adjustment should be made.

For further information on Templeton Global Income Fund, please visit our web site at: www.franklintempleton.com

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,300 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and over $1.4 trillion in assets under management as of June 30, 2023. For more information, please visit franklintempleton.com.

Franklin Templeton

1-800-342-5236

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Asset Management Professional Services Finance

MEDIA:

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Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

DUBLIN–(BUSINESS WIRE)–
Horizon Therapeutics plc (NASDAQ: HZNP):

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

1. KEY INFORMATION

(a) Full name of discloser:

H. Thomas Watkins

(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):

 

The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:

 

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(d) Status of person making the disclosure:

 

e.g. offeror, offeree, person acting in concert with theofferor/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (namely, a director of the offeree)

(e) Date dealing undertaken:

July 27, 2023

(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respect ofany other party to the offer?

 

If it is a cash offer or possible cash offer, state “N/A”

N/A

 

2. INTERESTS AND SHORT POSITIONS

If there are positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (Note 1)

Class of relevant security:

(Note 2)

Ordinary shares of US$0.0001 each (“Ordinary Shares“)

Interests

Short positions

Number

%

Number

%

(1) Relevant securities ownedand/or controlled:

254,047

0.111%

N/A

N/A

(2) Cash-settled derivatives:

N/A

N/A

N/A

N/A

(3) Stock-settled derivatives(including options) andagreements to purchase/sell:

N/A

N/A

N/A

N/A

Total:

254,047

0.111%

N/A

N/A

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 .

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE (Note 3)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

Class of

relevant

security

Purchase/sale

Number of

securities

Price per unit

(Note 4)

N/A

N/A

N/A

N/A

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

Class of

relevant

security

Purchases/

sales

Total

number of

securities

Highest

price per

unit paid/

received

Lowest

price per

unit paid/

received

N/A

N/A

N/A

N/A

N/A

(b) Cash-settled derivative transactions

Class of

relevant

security

Product

description

e.g. CFD

Nature of

dealing

e.g. opening/

closing a long/

short position,

increasing/

reducing a long/

short position

Number of

reference

securities

(Note 5)

Price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of

relevant

security

Product

description

e.g. call

option

Writing,

purchasing,

selling,

varying etc.

Number

of

securities

to which

option

relates

(Note 5)

Exercise

price per

unit

Type

e.g.

American,

European

etc.

Expiry

date

Option

money

paid/

received

per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercise

Class of

relevant

security

Product

description

e.g. call

option

Exercising/

exercised

against

Number of

securities

Exercise

price

per unit

(Note 4)

N/A

N/A

N/A

N/A

N/A

(d) Other dealings (including transactions in respect of new securities)

Class of

relevant

security

Nature of dealing

e.g. subscription,

conversion, exercise

Details

Price per unit

(if applicable)

(Note 4)

Ordinary Shares

Granting of restricted stock units (“RSUs”) resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof

Granting of 4,016 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan, as may be amended from time to time, which confers on the discloser a right to receive Ordinary Shares in accordance with the RSUs vesting terms

$99.60

 

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer or person acting in concertmaking the disclosure and any other person:

 

Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none”

N/A

(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relating to thevoting rights of any relevant securities under any option referred toon this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referredto on this form is referenced. If none, this should be stated.

N/A

(c) Attachments

Is a Supplemental Form 8 attached?

YES/NO

 

No

Date of disclosure:

July 28, 2023

Contact name:

Aidan Milstead

Telephone number:

+1 224 206 4983

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(c) and (d)(i)

1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(b) of Part B of the Rules.

2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

4. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

5. See Rule 2.5(d) of Part A of the Rules.

6. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

Aidan Milstead, 1 (224) 206 4983

KEYWORDS: Ireland Europe

INDUSTRY KEYWORDS: General Health Professional Services Health Finance

MEDIA:

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VALUE LINE, INC. ANNOUNCES FISCAL YEAR 2023 EARNINGS

NEW YORK, July 28, 2023 (GLOBE NEWSWIRE) — Value Line, Inc., (NASDAQ: VALU) reported results for the fiscal year ended April 30, 2023. During the twelve months ended April 30, 2023, the Company’s income from operations of $11,470,000 was 6.2% above income from operations of $10,800,000 during the twelve months ended April 30, 2022. For the twelve months ended April 30, 2023, operating expenses decreased 5.0% below those during the twelve months ended April 30, 2022.

Total dividends declared during fiscal year 2023 were $1.03 per share; the Company declared a quarterly dividend of $0.28 per share or $1.12 per year beginning with the May 2023 payment.

Ongoing revenue in the digital-publishing arena has been supported by record-setting sales results for the twelve-month period on the part of the company’s business-to-business sales team.

Retained earnings at April 30, 2023, were $95,979,000, an increase of 10.0% compared to retained earnings at April 30, 2022. The Company’s liquid assets at April 30, 2023, were $62,064,000, a 7.0% increase from liquid assets at April 30, 2022. Shareholders’ equity reached $83,673,000 at April 30, 2023, an increase of 5.0% from the shareholders’ equity of $79,645,000 as of April 30, 2022.

During the twelve months ended April 30, 2023, the Company’s net income of $18,069,000, or $1.91 per share, compared to net income of $23,822,000, or $2.50 per share, for the twelve months ended April 30, 2022 primarily because last fiscal year results included a gain of $2,331,000 from the tax-free forgiveness of the SBA’s PPP loan to the Company and because of a decline of $6,910,000 for the twelve months in passive income from the Company’s investment in EAM Trust as well as a change in unrealized investment gains/(losses) primarily from equity securities.

During the three months ended April 30, 2023, the Company’s net income of $4,033,000, or $0.43 per share, was 5.9% above net income of $3,807,000, or $0.40 per share, for the three months ended April 30, 2022. For the three months ended April 30, 2023, operating expenses decreased 3.4% below those during the three months ended April 30, 2022. During the three months ended April 30, 2023, the Company’s income from operations of $2,757,000 was 5.7% below income from operations of $2,923,000 during the three months ended April 30, 2022.

The Company’s annual report on Form 10-K has been filed with the SEC and is available on the Company’s website at www.valueline.com/About/corporate_filings.aspx. Shareholders may receive a printed copy, free of charge upon request to the Company at the address above, Attn: Corporate Secretary.

Value Line, Inc. is a leading New York based provider of investment research. The Value Line Investment Survey is one of the most widely used sources of independent equity investment research. Value Line also publishes a range of proprietary investment research in both print and digital formats including research in the areas of Mutual Funds, ETFs and Options. Value Line’s acclaimed research also enables the Company to provide specialized products such as Value Line Select, The Value Line Special Situations Service, Value Line Select: ETFs, Value Line Select: Dividend Income & Growth, The New Value Line ETFs Service, The Value Line M & A Service, Information You Should Know Wealth Newsletter, The Value Line Climate Change Investing Service and certain Value Line copyrights, distributed under agreements including certain proprietary ranking system information and other proprietary information used in third party products. Investment Advisory services are provided through its non-voting interests in EULAV Asset Management, the investment advisor to The Value Line Family of Mutual Funds. Value Line’s products are available to individual investors by mail, at www.valueline.com or by calling 1-800-VALUELINE or 1-800-825-8354, while institutional-level services for professional investors, advisers, corporate, academic, and municipal libraries are offered at www.ValueLinePro.com, www.ValueLineLibrary.com and by calling 1-800-531-1425.

Cautionary Statement Regarding Forward-Looking Information

In this report, “Value Line,” “we,” “us,” “our” refers to Value Line, Inc. and “the Company” refers to Value Line and its subsidiaries unless the context otherwise requires.

This report contains statements that are predictive in nature, depend upon or refer to future events or conditions (including certain projections and business trends) accompanied by such phrases as “believe”, “estimate”, “expect”, “anticipate”, “will”, “intend” and other similar or negative expressions, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended. Actual results for the Company may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the following:

  • maintaining revenue from subscriptions for the Company’s digital and print published products;
  • changes in investment trends and economic conditions, including global financial issues;
  • changes in Federal Reserve policies affecting interest rates and liquidity along with resulting effects on equity markets;
  • stability of the banking system, including the success of U.S. government policies and actions in regard to banks with liquidity or capital issues, along with the associated impact on equity markets;
  • continuation of orderly markets for equities and corporate and governmental debt securities;
  • problems protecting intellectual property rights in Company methods and trademarks;
  • protecting confidential information including customer confidential or personal information that we may possess;
  • dependence on non-voting revenues and non-voting profits interests in EULAV Asset Management, a Delaware statutory trust (“EAM” or “EAM Trust”), which serves as the investment advisor to the Value Line Funds and engages in related distribution, marketing and administrative services;
  • fluctuations in EAM’s and third party copyright assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors;
  • possible changes in the valuation of EAM’s intangible assets from time to time;
  • possible changes in future revenues or collection of receivables from significant customers;
  • dependence on key executive and specialist personnel;
  • risks associated with the outsourcing of certain functions, technical facilities, and operations, including in some instances outside the U.S.;
  • competition in the fields of publishing, copyright and investment management, along with associated effects on the level and structure of prices and fees, and the mix of services delivered;
  • the impact of government regulation on the Company’s and EAM’s businesses;
  • the availability of free or low cost investment data through discount brokers or generally over the internet;
  • military conflicts, civil unrest, and associated travel and supply disruptions and other effects;
  • Russia’s invasion of Ukraine and the impact on inflation;
  • continued availability of generally dependable energy supplies in the geographic areas in which the company and certain suppliers operate;
  • terrorist attacks, cyber attacks and natural disasters;
  • insufficiency in our business continuity plans or systems in the event of anticipated or unpredictable disruption;
  • the coronavirus pandemic, which has drastically affected markets, employment, and other economic conditions, and may have additional unpredictable impacts on employees, suppliers, customers, and operations;
  • other possible epidemics;
  • changes in prices and availability of materials and other inputs and services, such as freight and postage, required by the Company;
  • other risks and uncertainties, including but not limited to the risks described in Part I, Item 1A, herein, “Risk Factors” of this Annual Report on Form 10-K for the year ended April 30, 2023 and other risks and uncertainties arising from time to time.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors which may involve external factors over which we may have no control or changes in our plans, strategies, objectives, expectations or intentions, which may happen at any time at our discretion, could also have material adverse effects on future results. Except as otherwise required by applicable law, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking information contained herein.



www.val


u


eline.com



www.ValueLinePro.com


,


www.ValueLineLibrary.


c


om


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 | LinkedIn | Twitter


Complimentary Value Line® Reports on Dow 30 Stocks
 



Contact: Howard A. Brecher 
Value Line, Inc.
212-907-1500

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Stratasys Comments on Press Release Issued by 3D Systems

Stratasys Comments on Press Release Issued by 3D Systems

Stratasys Still Waiting for Critical Due Diligence and Regulatory Analysis From 3D Systems

MINNEAPOLIS & REHOVOT, Israel–(BUSINESS WIRE)–
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today issued the following statement in response to a press release issued by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) yesterday evening.

Contrary to 3D Systems’ statements in its press release as to the exchange of due diligence materials and multiple meetings between the parties, Stratasys has moved expeditiously to provide data requested by 3D Systems for review, as well as having already conducted management meetings. On the other hand, we have repeatedly requested that 3D Systems reciprocate with the same information for their company, as well as their assessment of potential negative revenue synergies. While 3D Systems has provided some cost synergy analysis, it’s only high level and lacks critical details that would substantiate their cost synergy claims. Despite the implication in 3D Systems’ press release that they have engaged cooperatively, we are still waiting for all this information from 3D Systems. For a transaction where the majority of the proposed merger consideration comes in the form of 3D Systems common equity, the Stratasys Board needs to understand these crucial details to make a responsible and informed decision.

Stratasys also notes that 3D Systems has added for the first time that their public proposal of July 13, 2023 is also their “best and final proposal” as to the form and amount of merger consideration. 3D Systems does not state whether that was the case on July 13, 2023, whether, when or why their thinking as to negotiation has changed. Regardless of 3D Systems’ changing pronouncement and tactics, the Stratasys Board will evaluate any and all proposals holistically, taking into account the necessary due diligence and analysis, including regulatory analysis. If 3D Systems is serious about achieving a combination with Stratasys, the path forward lies with cooperation and transparency and not distorted public statements.

Once 3D Systems provides the requested due diligence information, the Stratasys Board expects to be in a position to make a determination as to whether the July 13, 2023 proposal, or any further revised and improved proposal, made by 3D Systems, represents a Superior Proposal, as defined in the merger agreement with Desktop Metal.

In that regard, Stratasys and its Board of Directors expect that 3D Systems will engage constructively with Stratasys as part of the Stratasys Board’s efforts to maximize value for all Stratasys shareholders.

As previously announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which Desktop Metal agreed to combine with Stratasys in an all-stock transaction. Stratasys remains bound by the terms of the Desktop Metal merger agreement. Stratasys’ Board has not determined that 3D Systems’ July 13, 2023 revised proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Desktop Metal, and the Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal. Stratasys will continue to abide by all of the terms and provisions of the Desktop Metal merger agreement.

Advisors

J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.

About Stratasys

Stratasysis leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

Forward-Looking Statements

This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.

Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. In addition, there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information – Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.

These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Additional Information

In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.

Participants in the Solicitation

Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.

Investor Relations

Yonah Lloyd

CCO / VP Investor Relations

[email protected]

Morrow Sodali

[email protected]

(800) 662-5200

(203) 658-9400

U.S. Media

Ed Trissel / Joseph Sala / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Israel Media

Rosa Coblens

VP Sustainability, Public Relations IL & Global Internal Communications

[email protected]

Yael Arnon

Scherf Communications

[email protected]

+972527202703

KEYWORDS: Minnesota United States North America Israel Middle East

INDUSTRY KEYWORDS: Machine Tools, Metalworking & Metallurgy Chemicals/Plastics Technology Manufacturing Software Other Manufacturing Hardware

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