Tims China Announces Successful Warrant Exchange Offer

SHANGHAI, China and NEW YORK, June 12, 2023 (GLOBE NEWSWIRE) — TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the successful results of its exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants. The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on June 9, 2023.

The Company has been advised that 14,073,888 public warrants and 5,650,000 private placement warrants, or approximately 81.6% of the outstanding public warrants and 100% of the outstanding private placement warrants, respectively, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered warrants for exchange and settlement on or before June 14, 2023.

Pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 81.6% of the outstanding public warrants and 100% of the outstanding private placement warrants to amend the warrant agreement that governs the warrants (such amendment, the “Warrant Amendment”), which exceeds the thresholds required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated June 12, 2023, and the Company announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.216 ordinary shares per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Post-Offer Exchange”). The Company has fixed the date for the Post-Offer Exchange as June 27, 2023.

Pursuant to the Offer and the Post-Offer Exchange, the Company is issuing 5,419,773 ordinary shares in exchange for the warrants tendered in the Offer, increasing the Ordinary Shares outstanding from approximately 160,348,112 to 165,767,885.

As a result of the completion of the Offer and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public warrants will be suspended from trading on the Nasdaq and will be delisted upon completion of the Post-Offer Exchange. The ordinary shares will continue to be listed and trade on the Nasdaq under the symbol “THCH.”

The purpose of the Offer and Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants.

Merrill Lynch (Asia Pacific) Limited was the dealer manager for the Offer and Consent Solicitation. D.F. King & Co., Inc. served as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.

About TH International Limited

TH International Limited (Nasdaq: THCH) (“Tims China”) is the parent company of the exclusive master franchisees of Tim Hortons coffee shops in mainland China, Hong Kong, and Macau and Popeyes restaurants in mainland China and Macau. Tims China was founded by Cartesian Capital Group and Tim Hortons Restaurants International, a subsidiary of Restaurant Brands International (TSX: QSR) (NYSE: QSR).

The company’s philosophy is rooted in world-class execution and data-driven decision making and centered on true local relevance, continuous innovation, genuine community, and absolute convenience. For more information, please visit ir.timschina.com.

Forward-Looking Statements

Certain statements in this communication may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including, but not limited to, our ability to successfully exercise the remaining warrants pursuant to the Warrant Amendment; general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 20-F, and other filings it makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact information

Investor Relations

Tims China Investor Relations:
[email protected]

ICR, LLC

[email protected]

Public Relations

ICR, LLC
[email protected]



Insight Survey Finds Pace of Innovation Accelerating; Falling Behind in Digital Transformation More Impactful Than a Recession

Insight Survey Finds Pace of Innovation Accelerating; Falling Behind in Digital Transformation More Impactful Than a Recession

Despite increased scrutiny of technology investments, new era of innovation calls for a digital-first mindset among companies worldwide

CHANDLER, Ariz.–(BUSINESS WIRE)–
According to an IDC InfoBrief and surveycommissioned by Insight Enterprises (NASDAQ: NSIT), a Fortune 500 Solutions Integrator focused on driving client success through digital transformation, business leaders worldwide understand they need to invest in digital transformation to meet a new innovation imperative, despite ongoing macroeconomic pressures and an increasingly uncertain, competitive business environment.

  • Over eight in 10 (82%) say companies must invest in digital transformation or be left behind.

  • Nearly half (49%) say the ability to keep up with technological innovation compared to competitors is one of the greatest threats to their organizations over the next 12 months, while only two in 10 (20%) identify inflation and the potential of an economic recession.

The 2023 Insight Intelligent Technology Report1, an IDC InfoBrief,was designed to garner insights on how ongoing uncertainty in the global economy and continued geopolitical tensions, among other business challenges, are influencing digital investments among senior business leaders. The data represents insights from 1,000 business leaders around the world at enterprise-level organizations with 1,000 employees or more.

“The number one question I get from clients is: How can I ensure my company will exist in a few years? Companies have been trying for years to address legacy system fragility and optimizing the business through deeper digitization to increase productivity, gain share of constricted markets and shore up organizational resiliency,” said Matt Jackson, global chief technology officer, Insight. “Now, generative AI has created even more urgency for executives to ready their businesses to stay ahead of their competition in the AI race.”

Key findings from the survey reveal that:

  • 52% said operational resilience is one of the greatest challenges organizations need to overcome in the next year, along with cybersecurity (56%).

  • 34% plan to invest in digital transformation in the next 12 months to scale distribution and monetization of products and services; 33% intend to achieve deeper digitalization of customer experiences.

  • Most organizations see the need to become a digital business — with 61% saying they expect to see impactful return on investment from it by 2024.

  • The greatest digital transformation hurdles include data privacy/security concerns (53%), lack of essential technology skills (39%), and insufficient resources for change management (39%). All these challenges will become even more acute as companies determine how to implement more complex technologies like generative AI.

  • Nearly half (49%) of digital transformation project failures was due to IT infrastructure integration challenges; 46% also claim legacy technology / technical debt is holding back their organizational strategy.

  • 48% of respondents said C-Suite scrutiny of digital initiatives has increased at organizations over the past year.

“Executives need to change the way they think about ROI if they truly want to become a digital business. They must be intentional about being agile, shifting the cost of investment from CapEx to OpEx to create an environment for continuous innovation and deploying technology quickly to gain a competitive advantage. If they don’t, another company will,” said Adrian Gregory, EMEA president, Insight.

To read the complete IDC InfoBrief, 2023 Insight Intelligent Technology Report: Are We in a New Era of Innovation?, go to insight.com/ITReport or uk.insight.com/ITReport. For more information on Insight, visit insight.com or call 800-INSIGHT.

1 IDC InfoBrief, sponsored by Insight, 2023 Insight Intelligent Technology Report: Are We in a New Era of Innovation? (Doc #EUR150678623), June 2023.

Survey Methodology: IDC fielded the survey between January and March 2023. The sample consisted of n=1,000 respondents. The study targeted senior business leaders working in large commercial businesses with 1,000+ employees, across all industry segments. It also targeted senior decision makers in public sector organizations with 250+ employees. Quotas were set by country: n=300 completes in North America, inclusive of the U.S. and Canada, and n=100 completes in each of the following: Spain, Italy, France, UK, Belgium, Netherlands, Germany, Austria, and Switzerland. The margin of error for the total sample of n=1,000 is +/-3% at the 95% confidence level.

About Insight

Insight Enterprises, Inc. is a Fortune 500 Solutions Integrator with nearly 13,500 teammates worldwide helping organizations accelerate their digital journey to modernize their business and maximize the value of technology. We enable secure, end-to-end transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 35 years of broad IT expertise. Rated as a Forbes World’s Top Female-Friendly Company and a Great Place to Work, we amplify our solutions and services with global scale, local expertise and a world-class e-commerce experience, realizing the digital ambitions of our clients at every opportunity. Discover more at insight.com. NSIT-M

Scott Walters

Insight Enterprises — North America

Tel. (480) 889-9798

Email: [email protected]

Melissa John

Insight Enterprises — Europe

Tel. +44 (0)7342716154

Email: [email protected]

Ariel Kouvaras

Sloane & Company

Tel. (212) 446-1884

Email: [email protected]

KEYWORDS: Europe United States North America Canada Arizona

INDUSTRY KEYWORDS: Professional Services Data Management Security Technology Software Consulting Artificial Intelligence

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Rising Interest Rates Fuel Demand for FICO AI-Powered Optimization

Rising Interest Rates Fuel Demand for FICO AI-Powered Optimization

Deposit pricing optimization is critical for European banks such as Česká spořitelna that want to drive positive customer engagement

 

LONDON–(BUSINESS WIRE)–FICO (NYSE: FICO):

Highlights:

  • Mathematical optimization improves lenders’ ability to manage pricing changes in a period of rising interest rates

  • Česká spořitelna is among the European lenders that have purchased FICO optimization to improve pricing

  • FICO optimization tools are part of FICO® Platform

Banks across Europe are challenged by rising interest rates, which make it difficult to balance profitability and customer experience. Many are turning to the AI-powered optimization tools offered by leading global analytics firm FICO as part of its award-winning FICO® Platform.

More information: https://www.fico.com/en/solutions/optimization

“Setting new prices by trial and error to see how the market reacts is inefficient and damaging to customer relationships,” said Jens Dauner, vice president for Central Europe at FICO. “Mathematical optimization gives you the power to meet conflicting objectives, achieve or exceed targets and simulate responses so that you avoid setting prices that are uncompetitive or unprofitable.”

In savings and deposits product pricing, financial institutions need to make precise trade-offs between volume and margin whilst understanding the flow of funds in and out of the bank as well as between products. FICO optimization enables a deep understanding of the impact of price changes to both the front and back books, providing the ability to set prices that avoid “cannibalising” portfolios whilst achieving the portfolio goals for the products. In the current rising rate environment, banks can leverage the solution to determine how much of the rate increase is passed on to the consumer and when and whether to lead or follow its competitors.

Česká spořitelna, the Czech Republic’s oldest and largest bank, has already developed a center of excellence for optimization based on FICO technology. Last year, the bank won a FICO Decisions Award for its use of optimization in collections, improving efficiency of its collections operation by 25 percent.

“We are one of the most advanced banks in Europe in terms of our use of decision optimization,” said Dusan Sykora, head of Sales Planning and Performance Management, Retail Division, Česká spořitelna. “Expanding our use of FICO’s optimization technology to pricing decisions for deposit accounts and term deposits was a logical step in the current economic situation. With FICO technology, we are creating a much more dynamic and responsive pricing solution.”

Mathematical optimization tools are part of FICO® Platform, which provides the ideal decisioning foundation companies need to successfully achieve digital transformation. Glean unprecedented insight into your customer’s immediate and future needs by eliminating data silos and enabling interoperability between your enterprise applications. FICO Platform empowers businesses to rapidly build new AI and machine learning powered applications rapidly and cost-effectively. This is achieved by supporting standard, open source tools and technologies.

FICO® Platform received placement as a leader among top providers in “The Forrester Wave™: AI Decisioning Platforms, Q2 2023” report.

About FICO

FICO (NYSE: FICO) powers decisions that help people and businesses around the world prosper. Founded in 1956, the company is a pioneer in the use of predictive analytics, AI and data science to improve operational decisions. FICO holds more than 200 US and foreign patents on technologies that increase profitability, customer satisfaction and growth for businesses in financial services, manufacturing, telecommunications, health care, retail and many other industries. Using FICO solutions, businesses in nearly 120 countries do everything from protecting 2.6 billion payment cards from fraud, to improving financial inclusion, to increasing supply chain resiliency. The FICO® Score, used by 90% of top US lenders, is the standard measure of consumer credit risk in the US and other countries, improving risk management, credit access and transparency. Learn more at fico.com.

FICO is a registered trademark of Fair Isaac Corporation in the US and other countries.

For further comment on the FICO UK Credit Card activity contact:

FICO UK PR Team

Wendy Harrison/Parm Heer/Matthew Enderby

[email protected]

+44 (0)208 977 9132

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Data Management Technology Professional Services Business Security Other Technology Data Analytics Software Artificial Intelligence Other Professional Services Finance

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FTI Consulting Bolsters Economic Consulting Segment with Addition of Dr. Anke Nestler in Germany

FRANKFURT, Germany, June 12, 2023 (GLOBE NEWSWIRE) — FTI Consulting, Inc. (NYSE: FCN) today announced that it has strengthened its Economic Consulting segment in Germany with the appointment of Dr. Anke Nestler as a Senior Managing Director and a team of three valuation professionals in Frankfurt.

Dr. Nestler’s arrival extends the firm’s valuation offering to Germany. She joins FTI Consulting with Senior Director Michael Graser, who is a publicly appointed expert for the valuation of companies and intangibles and a Certified Valuation Analyst; Senior Consultant Stefan Richter; and Consultant Dr. Jingwei Pan.

“In a business environment of growing uncertainty and contention, Anke and her team bring a wealth of commercial and litigation valuation expertise — especially for the valuation of intangibles — that will be of significant value to our clients across all sectors,” said Mark Bezant, a Senior Managing Director and leader of the Economic Consulting segment for Europe, the Middle East and Africa and Asia-Pacific at FTI Consulting. “In addition, her proven leadership skills will be an asset as we look to further expand our capabilities in Germany.”

Dr. Nestler brings more than 20 years of experience in commercial and contentious valuations to FTI Consulting. She is a publicly appointed and sworn expert for the valuation of businesses and intangible assets, a Certified Valuation Analyst and a Certified Licensing Professional, and she has advised national and international clients on a range of complex valuation projects. Dr. Nestler’s extensive experience as an expert witness in court proceedings includes the determination of licenses; fair, reasonable and non-discriminatory disputes; and company valuations.

Prior to joining FTI Consulting, Dr. Nestler spent 15 years at the valuation advisory boutique VALNES Corporate Finance, where she served as Managing Partner. She was previously a Managing Director of the Corporate Finance practice of Linklaters and earlier in her career worked at PwC.

Dr. Nestler holds a number of external roles, including Board member at the Licensing Executives Society, where she also serves on various working groups and committees. She is a member of the expert committee for business valuation at the Frankfurt Chamber of Commerce and Industry and the Supervisory Board of Medios AG and GK Software SE. Dr. Nestler currently lectures at the Frankfurt School of Finance and Management and is the author of several publications.

Commenting on her appointment, Dr. Nestler said, “Client demand for independent, professional valuations is on the rise, and I am excited to join a firm with such an accomplished team and a stellar reputation for its valuation opinions, damages calculations, expert witness testimonies and other dispute resolutions services.”

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organisations manage change, mitigate risk and resolve disputes: financial, legal, operational, political and regulatory, reputational and transactional. With more than 7,700 employees located in 31 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $3.03 billion in revenues during fiscal year 2022. In certain jurisdictions, FTI Consulting’s services are provided through distinct legal entities that are separately capitalised and independently managed. For more information, visit www.fticonsulting.com and connect with us on Twitter (@FTIConsulting), Facebook and LinkedIn.

FTI Consulting, Inc.

200 Aldersgate
Aldersgate Street
London, EC1A 4HD

Investor Contact:                                 
Mollie Hawkes
+1.617.747.1791
[email protected]

Media Contact:

Helen Obi
+44 20 7632 5071
[email protected] 



Digital Tech Maintains Momentum in European Market

Digital Tech Maintains Momentum in European Market

Customer experience has become the key driver for long-term success in the development of new products and services, ISG Provider Lens™ report says

LONDON–(BUSINESS WIRE)–
Digital engineering is driving the rapid convergence of business and technology across a full range of European products and services, according to a new research report published today by Information Services Group (ISG) (Nasdaq: III), a leading global technology research and advisory firm.

The 2023 ISG Provider Lens™ Digital Engineering Services report for Europe finds enterprises across the continent are investing in digital technologies, such as artificial intelligence, cloud computing and big data to increase efficiency, reduce costs and improve customer experience (CX). The European market has moved in a synchronized manner toward adopting these digital engineering transformation services.

“The COVID-19 pandemic accelerated the adoption of digital technologies across industries,” said Gaurav Gupta, partner and global head, digital engineering, for ISG. “That trend is continuing in Europe.”

The technology-savvy end-customer has been the primary impetus for the accelerated adoption of digital technologies, ISG says. Modern-day digital customers expect faster, more personalized experiences when connecting with companies, products or services. As a result, in less than a decade, digital technology has gone from an optional lever for growth to a mandatory element for existence and a differentiating factor to drive the market. According to the ISG report, although a typical digital engineering provider currently generates 15 to 30 percent of its revenue from the European market, most providers are confident the percentage can be increased further.

With digital trends such as Industry 4.0, engineering has become a more automated, intelligent and controllable ecosystem. The entire value chain has steadily become more digitized — from product inception to manufacturing to aftermarket support – across a broad spectrum of industries, the ISG report says. Digital engineering service providers can assist enterprises in improving their internal processes through interventions such as digital twins, digital threads, augmented reality (AR) and virtual reality (VR), ISG says.

“Enterprises are rapidly recognizing digital engineering as key to an array of competitive advantages,” said Jan Erik Aase, partner and global leader, ISG Provider Lens Research. “Digital firms are inherently more scalable, more efficient, more productive and more innovative.”

The report also examines the impact of digital engineering across specific industry segments, including healthcare and the automotive industry.

The 2023 ISG Provider Lens™ Digital Engineering Services report for Europe evaluates the capabilities of 34 providers across four quadrants: Design and Development (Products, Services and Experiences), Integrated Customer/User Engagement, Platforms and Application Services and Intelligent Operations

The report names Accenture, Capgemini, Cognizant, HCLTech, Infosys, TCS and Wipro as Leaders in all four quadrants, while HARMAN Digital Transformation Solutions (DTS), LTIMindtree and LTTS are named as Leaders in two quadrants each. Cyient, GlobalLogic and Tech Mahindra are named as Leaders in one quadrant each.

In addition, Motherson Technology Services Ltd. (MTSL) is named a Rising Star — a company with a “promising portfolio” and “high future potential” by ISG’s definition — in three quadrants, while Infinite Computer Solutions is named a Rising Star in two quadrants. GlobalLogic and Persistent Systems are named as Rising Stars in one quadrant each.

The 2023 ISG Provider Lens™ Digital Engineering Services report for Europe is available to subscribers or for one-time purchase on this webpage.

About ISG Provider Lens™ Research

The ISG Provider Lens™ Quadrant research series is the only service provider evaluation of its kind to combine empirical, data-driven research and market analysis with the real-world experience and observations of ISG’s global advisory team. Enterprises will find a wealth of detailed data and market analysis to help guide their selection of appropriate sourcing partners, while ISG advisors use the reports to validate their own market knowledge and make recommendations to ISG’s enterprise clients. The research currently covers providers offering their services globally, across Europe, as well as in the U.S., Canada, Brazil, the U.K., France, Benelux, Germany, Switzerland, the Nordics, Australia and Singapore/Malaysia, with additional markets to be added in the future. For more information about ISG Provider Lens research, please visit this webpage.

A companion research series, the ISG Provider Lens Archetype reports, offer a first-of-its-kind evaluation of providers from the perspective of specific buyer types.

About ISG

ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 900 clients, including more than 75 of the world’s top 100 enterprises, ISG is committed to helping corporations, public sector organizations, and service and technology providers achieve operational excellence and faster growth. The firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,600 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com.

Press:

Will Thoretz, ISG

+1 203 517 3119

[email protected]

Kate Hartley, Carrot Communications for ISG

+44 (0)20 3457 6403

[email protected]

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Apps/Applications Mobile/Wireless Technology Security Software Networks Internet Hardware Data Management Artificial Intelligence

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New Study Shows That 84% of People With Diabetes Struggle With Mental Health1

New Study Shows That 84% of People With Diabetes Struggle With Mental Health1

To honour the strength of the diabetes community, Dexcom to host uplifting Puppy Yoga Event in London with Roxy Horner and Henry Slade

  • New research from Dexcom shows that 84% of people agree that having diabetes can negatively impact mental health1
  • In light of new survey findings, Dexcom hosts Puppy Yoga classes in London to promote mental health within the Diabetes Community
  • Dexcom will be asking people to strike a #DexcomWarriorPose in support of Diabetes Awareness Week

LONDON–(BUSINESS WIRE)–
As the UK marks the start of Diabetes Awareness Week, a new study reveals 84% of people surveyed agree having diabetes can negatively impact mental health.1 The study, commissioned by DexCom, Inc. (Nasdaq: DXCM), the global leader in real-time continuous glucose monitoring for people with diabetes, also found that nearly all those living with diabetes (91%) believe that technology enables them to continue building a balanced lifestyle whilst managing diabetes.1

“As a pioneer and leader in real-time CGM, our goal at Dexcom is to simplify and improve diabetes management for every person with diabetes,” says Ben Byrne, Dexcom Country Director of UK and Ireland. “Dexcom CGM systems give people with diabetes a full picture of glucose numbers to help them better manage their condition – which, in turn can help them go about their day with more confidence and less stress. This Diabetes Awareness Week and beyond, we’re proud to not only support the diabetes community with our products, but also educate the broader public on diabetes and the physical and mental effects it can have.”

To honour the strength and resilience of the diabetes community, and to promote mental health and connection, Dexcom is encouraging people with diabetes – and their friends and family – to strike a #DexcomWarriorPose by hosting a day of free puppy yoga classes at Puppy Yoga London in Hoxton, London this Saturday 17 June.

The first class at 10:30AM will be with Dexcom’s Warriors model Roxy Horner* and professional rugby player Henry Slade.* The class is open to all people living with diabetes and the broader public as a way to encourage people to learn more about the condition, which affects more than five million people in the UK.

“I was diagnosed with Type 1 right before my 30th birthday and it certainly caused me to struggle with my mental health. I had to wrap my head around an entirely new way of life,” says model and Dexcom Warrior Roxy Horner.* “Coincidentally, I adopted my Cavapoo, Coco, the same week as my diagnosis and she’s been the most incredible friend and emotional support buddy. I am thrilled to be hosting the Dexcom Warrior Pose event this weekend to celebrate the diabetes community and de-stress with some puppy cuddles together!”

To book into the class, please go to https://www.puppy-yoga.co.uk/dexcom and use code “Dexcom” while spots last. People who are unable to join Dexcom live for the classes are encouraged to celebrate and acknowledge the diabetes community by sharing their most zen-sational Warrior poses on their social channels with the hashtag: #DexcomWarriorPose throughout Diabetes Awareness Week.

  • Where: Puppy Yoga London, Held Yoga Studio (Held Yoga Studio, 42 Hoxton Square, London N1 6PB)

  • Time: Dexcom will be sponsoring three classes at Puppy Yoga London. The first class will be with celebrity Dexcom Warriors model Roxy Horner and professional rugby player Henry Slade.

    • 10:30-11:30am

    • 12:30-1:30pm

    • 2:00-3:00pm

  • Why: In honour of all people with diabetes and their mental health challenges and triumphs, guests are invited to come and connect / relax via Dexcom Warrior Pose puppy yoga classes.

Find out more about Dexcom and its portfolio of products by visiting Dexcom.com.

1 Dexcom and Censuswide online survey of people living with diabetes (Type 1 or Type 2), conducted in the UK, H1 2023, N=1,000

*Roxy Horner and Henry Slade are sponsored spokespersons of Dexcom

Methodology

The research was conducted in April 2023 by Censuswide on behalf of Dexcom with 1,000 Nationally Representative UK respondents (aged 16+) who are living with diabetes.

Censuswide abide by and employ members of the Market Research Society which is based on the ESOMAR principles and are members of The British Polling Council.

About DexCom, Inc.

DexCom, Inc. empowers people to take real-time control of health through innovative continuous glucose monitoring (CGM) systems. Headquartered in San Diego, Calif., and with operations across Europe and select parts of Asia/Oceania, Dexcom has emerged as a leader of diabetes care technology. By listening to the needs of users, caregivers, and providers, Dexcom works to simplify and improve diabetes management around the world. For more information about Dexcom CGM, visit www.dexcom.com.

Allison+Partners on behalf of Dexcom

[email protected]

KEYWORDS: Europe Ireland United Kingdom

INDUSTRY KEYWORDS: Social Media Health Technology Diabetes Other Communications Communications Celebrity Managed Care Mental Health Medical Devices Pets Fitness & Nutrition Veterinary Entertainment Consumer Health

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Alvotech and Teva Secure U.S. License Date for AVT04, a Proposed Biosimilar to Stelara®

  • According to the settlement agreement, AVT04 (ustekinumab) can be marketed in the US, subject to regulatory approval, no later than February 21, 2025

REYKJAVIK, Iceland and TEL AVIV, Israel and PARSIPPANY, N.J., June 12, 2023 (GLOBE NEWSWIRE) — Alvotech (NASDAQ: ALVO), a global biotech company specializing in the development and manufacture of biosimilar medicines for patients worldwide, and Teva Pharmaceuticals, Inc., a U.S. affiliate of Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA), today announced they have reached a settlement and license agreement with Johnson & Johnson (NYSE:JNJ) concerning AVT04, Alvotech’s proposed biosimilar to Stelara® (ustekinumab) in the United States. The settlement grants a license entry date for AVT04 in the United States no later than February 21, 2025.

“We are delighted to have secured a U.S. license date for our second biosimilar candidate in the U.S. and I believe this exemplifies our multi-product approach to biosimilars globally,” said Robert Wessman, Chairman and CEO of Alvotech.

“Biosimilars are a key component of Teva’s short and long-term strategy,” said Sven Dethlefs, PhD, Executive Vice President, North America Commercial at Teva, “Today’s announcement is another step forward in our partnership with Alvotech, who shares our commitment to lower the cost burden of biologics on the healthcare system.”

About AVT04 (ustekinumab)

AVT04 is a monoclonal antibody and a biosimilar candidate to Stelara® (ustekinumab). Ustekinumab binds to two cytokines, IL-12 and IL-23, that are involved in inflammatory and immune responses [1]. AVT04 is an investigational product and has not received regulatory approval in any country. Biosimilarity has not been established by regulatory authorities and is not claimed.

Stelara is a registered trademark of Johnson & Johnson.

[1] https://www.janssenlabels.com/package-insert/product-monograph/prescribing-information/STELARA-pi.pdf

About Alvotech

Alvotech is a biotech company, founded by Robert Wessman, focused solely on the development and manufacture of biosimilar medicines for patients worldwide. Alvotech seeks to be a global leader in the biosimilar space by delivering high quality, cost-effective products, and services, enabled by a fully integrated approach and broad in-house capabilities. Alvotech’s current pipeline includes eight disclosed biosimilar candidates aimed at treating autoimmune disorders, eye disease, osteoporosis, respiratory disease, and cancer. Alvotech has formed a network of strategic commercial partnerships to provide global reach and leverage local expertise in markets that include the United States, Europe, Japan, China, and other Asian countries and large parts of South America, Africa and the Middle East. Alvotech’s commercial partners include Teva Pharmaceuticals, a US affiliate of Teva Pharmaceutical Industries Ltd. (US), STADA Arzneimittel AG (EU), Fuji Pharma Co., Ltd (Japan), Advanz Pharma (EEA, UK, Switzerland, Canada, Australia and New Zealand), Cipla/Cipla Gulf/Cipla Med Pro (Australia, New Zealand, South Africa/Africa), JAMP Pharma Corporation (Canada), Yangtze River Pharmaceutical (Group) Co., Ltd. (China), DKSH (Taiwan, Hong Kong, Cambodia, Malaysia, Singapore, Indonesia, India, Bangladesh and Pakistan), YAS Holding LLC (Middle East and North Africa), Abdi Ibrahim (Turkey), Kamada Ltd. (Israel), Mega Labs, Stein, Libbs, Tuteur and Saval (Latin America) and Lotus Pharmaceuticals Co., Ltd. (Thailand, Vietnam, Philippines, and South Korea). Each commercial partnership covers a unique set of product(s) and territories. Except as specifically set forth therein, Alvotech disclaims responsibility for the content of periodic filings, disclosures and other reports made available by its partners. For more information, please visit www.alvotech.com. None of the information on the Alvotech website shall be deemed part of this press release.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) has been developing and producing medicines to improve people’s lives for more than a century. We are a global leader in generic and innovative medicines with a portfolio consisting of over 3,500 products in nearly every therapeutic area. Around 200 million people around the world take Teva medicine every day and are served by one of the largest and most complex supply chains in the pharmaceutical industry. Along with our established presence in generics, we have significant innovative medicines research and operations supporting our growing portfolio of innovative medicines and biopharmaceutical products. Learn more at www.tevapharm.com.

Forward Looking Statements (Alvotech)

Certain statements in this communication may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally relate to future events and may include, for example, Alvotech’s expectations regarding regulatory review and interactions, the timing and results of the facility inspection by the FDA, satisfactory responses to the FDA’s inspection findings and resolution of deficiencies conveyed following the inspection of Alvotech’s manufacturing site, the potential approval and commercial launch of its product candidates, including for AVT02, AVT04 and other product candidates in scope of the partnership with Teva, the timing of the announcement of clinical study results, regulatory approvals and market launches, the estimated size of the total addressable market of Alvotech’s pipeline products, competitive advantages, business prospects and opportunities including pipeline product development, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “aim” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Alvotech and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Alvotech’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Alvotech or others following the business combination between Alvotech Holdings S.A., Oaktree Acquisition Corp. II and Alvotech; (2) the ability to raise substantial additional funding, which may not be available on acceptable terms or at all; (3) the ability to maintain stock exchange listing standards; (4) changes in applicable laws or regulations; (5) the possibility that Alvotech may be adversely affected by other economic, business, and/or competitive factors; (6) Alvotech’s estimates of expenses and profitability; (7) Alvotech’s ability to develop, manufacture and commercialize the products and product candidates in its pipeline; (8) the ability of Alvotech or its partners to respond to inspection findings and resolve deficiencies to the satisfaction of the regulators; (9) actions of regulatory authorities, which may affect the initiation, timing and progress of clinical studies or future regulatory approvals or marketing authorizations; (10) the ability of Alvotech or its partners to enroll and retain patients in clinical studies; (11) the ability of Alvotech or its partners to gain approval from regulators for planned clinical studies, study plans or sites; (12) the ability of Alvotech’s partners to conduct, supervise and monitor existing and potential future clinical studies, which may impact development timelines and plans; (13) Alvotech’s ability to obtain and maintain regulatory approval or authorizations of its products, including the timing or likelihood of expansion into additional markets or geographies; (14) the success of Alvotech’s current and future collaborations, joint ventures, partnerships or licensing arrangements; (15) Alvotech’s ability, and that of its commercial partners, to execute their commercialization strategy for approved products; (16) Alvotech’s ability to manufacture sufficient commercial supply of its approved products; (17) the outcome of ongoing and future litigation regarding Alvotech’s products and product candidates; (18) the potential impact of the ongoing COVID-19 pandemic on the FDA’s review timelines, including its ability to complete timely inspection of manufacturing sites; (19) the impact of worsening macroeconomic conditions, including rising inflation and interest rates and general market conditions, war in Ukraine and global geopolitical tension, and the ongoing and evolving COVID-19 pandemic on the Company’s business, financial position, strategy and anticipated milestones; and (20) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents that Alvotech may from time to time file or furnish with the SEC. There may be additional risks that Alvotech does not presently know or that Alvotech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Alvotech does not undertake any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this communication. Alvotech disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this communication and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold Alvotech or any of its directors, officers, employees, affiliates, agents, advisors, or representatives liable in any respect for the provision of this communication, the information contained in this communication, or the omission of any information from this communication.

Cautionary Note Regarding Forward-Looking Statements (Teva)

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. You can identify these forward-looking statements by the use of words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. Important factors that could cause or contribute to such differences include: our ability to develop and commercialize AVT04, our proposed biosimilar to Stelara® (ustekinumab); our ability to successfully compete in the marketplace, including our ability to develop and commercialize biopharmaceutical products, competition for our innovative medicines, including AUSTEDO®, AJOVY® and COPAXONE®, our ability to achieve expected results from investments in our product pipeline, our ability to develop and commercialize additional pharmaceutical products, and the effectiveness of our patents and other measures to protect our intellectual property rights; our substantial indebtedness; our business and operations in general, including, the impact of global economic conditions and other macroeconomic developments and the governmental and societal responses thereto, and costs and delays resulting from the extensive pharmaceutical regulation to which we are subject; compliance, regulatory and litigation matters, including failure to comply with complex legal and regulatory environments; other financial and economic risks; and other factors discussed in our Quarterly Report on Form 10-Q for the first quarter of 2023 and in our Annual Report on Form 10-K for the year ended December 31, 2022, including in the section captioned “Risk Factors.” Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.

CONTACTS

Alvotech Investor Relations and Global Communications

Benedikt Stefansson
alvotech.ir[at]alvotech.com

Teva Investor Relations

Ran Meir
[email protected]

Yael Ashman
[email protected]

Teva PR Contacts

Doris Yiu
[email protected]

Yonatan Beker
[email protected] 



BIO-key Partners with Savvy Info. Tech to Offer Powerful Identity and Access Management Solutions in Ethiopia’s Fast-Growing Economy

ADDIS ABABA, Ethiopia and WALL, N.J., June 12, 2023 (GLOBE NEWSWIRE) — BIO-key International, Inc. (NASDAQ: BKYI), an innovative provider of Identity and Access Management (IAM) solutions featuring Identity-Bound Biometrics (IBB), today announced a partnership with Savvy Information Technology to bring BIO-key solutions to customers in Ethiopia. The Savvy partnership expands the global reach of BIO-key’s Channel Alliance Partner (CAP) within Ethiopia, Africa’s second most populous country and one of the fastest-growing economies in the world.

Savvy Info. Tech has been providing banks and government institutions in Ethiopia with digital and banking solutions for the last ten years. Savvy solutions include end-to-end card personalization, data protection, identity and access management, payment switching, and fraud management. These solutions have positioned Savvy as a financial institution trustee, and as such, Savvy also offers services, technical support, and training at its state-of-the-art training and customer service centers in Addis Ababa.

BIO-key continues to expand its distribution reach into high-growth international markets by working with leading regional partners. The CAP program makes it easy for partners to build new revenue channels by offering BIO-key’s full line of solutions and multifactor authentication options. BIO-key solutions include its award-winning PortalGuard® platform and hardware solutions including fingerprint scanners, which support Identity-Bound Biometric authentication, and FIDO-key® security keys.

“Savvy and our clients have a wonderful chance with this relationship. Which enables us to offer the best IAM and biometric solutions to the numerous local institutions that need such services,” said Etsub Tasew, Savvy’s General Manager.

José Francês, BIO-key’s VP of Sales for Africa, Europe, and Brazil said, “We excited to partner with Savvy to bring BIO-key’s IAM added value solutions to their customers across Ethiopia.”

About Savvy Information Technology (https://savvyet.com)
Savvy Info. Tech was founded in 2013 G.C. in Addis Ababa, Ethiopia. Savvy is a local leader in Digital solutions across the Banking and Governmental institutions. We have witnessed significant industry advancements throughout that time, taken part in them, and learnt a lot about how they affect other sectors of the economy. We understand the importance of a strong financial industry as well as the role it plays in an economy which is why we take pride in pushing the financial industry and Governmental institutions toward digitalization. We have collaborated with leading experts, international businesses, and institutions to provide the best technology to equip these institutions for the digitized future.

About BIO-key International, Inc. (www.BIO-key.com)
BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software managing millions of users. Its cloud-based PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to devices, information, applications, and high-value transactions. BIO-key’s patented software and hardware solutions, with industry-leading Identity-Bound Biometric (IBB) capabilities, enable large-scale Identity-as-a-Service (IDaaS) solutions, as well as customized on-premises solutions.

BIO-key Safe Harbor Statement
All statements contained in this press release other than statements of historical facts are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology industry; market acceptance of biometric products generally and our products under development; our ability to execute and deliver on contracts in Africa; our ability to expand into Asia, Africa and other foreign markets; our ability to integrate the operations and personnel of Swivel Secure into our business; fluctuations in foreign currency exchange rates; delays in the development of products and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

Engage with BIO-key:

Facebook – Corporate:
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Twitter – Corporate:
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StockTwits:

https://www.facebook.com/BIOkeyInternational/



https://www.linkedin.com/company/bio-key-international



@BIOkeyIntl



@BIO_keyIR



BIO_keyIR

Investor Contacts:

William Jones, David Collins
Catalyst IR
[email protected]
212-924-9800



Royal Gold Announces Commitment to Acquire Gold/Platinum/Palladium and Copper/Nickel Royalties on Producing Serrote and Santa Rita Mines in Brazil

Royal Gold Announces Commitment to Acquire Gold/Platinum/Palladium and Copper/Nickel Royalties on Producing Serrote and Santa Rita Mines in Brazil

DENVER–(BUSINESS WIRE)–Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today that its wholly-owned subsidiary RG Royalties, LLC, has entered into a binding commitment letter with ACG Acquisition Company Ltd. (“ACG”) to acquire new royalty interests on the producing Serrote and Santa Rita mines in Brazil for total cash consideration of $250 million, subject to satisfaction of certain conditions, including negotiation and execution of definitive documentation. The royalty interests consist of a gold royalty on the Serrote mine, a gold, platinum and palladium royalty on the Santa Rita mine, and a copper and nickel royalty on both the Serrote and Santa Rita mines (collectively, the “Royalties”).

ACG has agreed to acquire the Serrote and Santa Rita mines from funds advised by Appian Capital Advisory LLP (“Appian”), and Royal Gold has agreed to pay the cash consideration for the royalty interests upon the closing of the transaction between ACG and Appian, which is expected to occur by the end of July 2023, after the satisfaction of closing conditions. ACG will be renamed ACG Electric Metals upon completion of the acquisition of the mines from Appian.

“I am pleased to announce this proposed acquisition of royalties on two attractive producing mines,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “Royal Gold’s financing is expected to play a significant role in the creation of ACG Electric Metals, and our role demonstrates the flexibility and attractiveness of our financing product.”

“This proposed acquisition meets our strategic criteria for investment,” continued Mr. Heissenbuttel, “as the royalties will provide predominantly precious metals revenue on producing mines that we believe have excellent long-term potential, are run by experienced local operating management complemented by seasoned corporate leadership, and are located in a mining-friendly jurisdiction. These assets, management team and jurisdiction will fit well within our existing portfolio, and our new relationship with ACG also has the potential to provide further growth opportunities in the future.”

Highlights of Proposed Acquisition

Royal Gold believes the proposed acquisition of the Royalties from ACG will provide the following benefits:

  • Immediate and meaningful revenue contribution: The economic effective date of the transaction will be May 1, 2023. Royalty contributions to Royal Gold are expected to be approximately 8,000 gold equivalent ounces1 (“GEOs”) for the period May 1 through December 31, 2023, and to average approximately 14,000 GEOs annually in the 5 years from 2024 through 2028.
  • Diversified metal revenue: The Royalties are expected to provide a revenue mix weighted towards precious metals, with an approximate mix of 60% gold, 25% platinum and palladium, 10% nickel, and 5% copper for the first 5 years at current spot prices.
  • Producing mines with proven operating teams in an established mining jurisdiction: Operations at Santa Rita restarted in 2019 followed by maiden production from Serrote in 2021, with significant investments in infrastructure by the current and previous owners. Local management has a history of successfully operating the mines, has a strong safety, environmental and social culture, and has positive relationships with supportive local communities.
  • Significant long-term growth potential on large areas of interest: The areas of interest covered by the Royalties at both mines are substantial and include targets with high potential for exploration and production upside. At the Santa Rita mine, an underground expansion project could provide a 27-year extension to the mine life. At the Serrote mine, open pit resources outside of the base case mine plan could provide the potential to expand the existing pit and extend the mine life.
  • ESG attributes enhance the Royal Gold portfolio: Both the Serrote and Santa Rita operations are forecasted to have low first quartile carbon emissions intensity2 over the mine lives and are expected to improve the Royal Gold portfolio average for carbon emissions intensity, total energy intensity and safety statistics3.
  • New relationship with growth-focused counterparty: ACG’s stated strategy for ACG Electric Metals is to grow production of critical metals to supply the western automotive industry. The commitment letter with ACG includes terms that provide Royal Gold with the ability to participate in the future growth of ACG Electric Metals through a right of first refusal on the sale of any streams or additional royalties on the Serrote and Santa Rita mines and a right of first offer on royalty and stream financing for any future projects acquired by ACG Electric Metals.

1 Gold equivalent ounces, or GEOs, are calculated as revenue for a period divided by the average gold price for that same period. Prices used for GEO projections are $1,970/oz gold, $1,000/oz platinum, $1,375/oz palladium, $3.65/lb copper and $9.25/lb nickel.

2 Calculated life of mine emission intensity compared to 2020 global copper and nickel intensity curves compiled by Skarn Associates.

3 As compared to Royal Gold’s 2021 portfolio average greenhouse gas (GHG) emissions intensity of 0.74 tCO2(eq)/GEO, total energy intensity of 14 GJ/GEO and total recordable incident frequency rate of 3.8 per million person hours worked.

Overview of Proposed Acquisition

The commitment letter addresses the allocation of the purchase price for the Royalties to be purchased, the ESG contribution to be made by Royal Gold, the security for the obligations of ACG Electric Metals, the conditions to closing, and other terms, as summarized below.

Gold/Platinum/Palladium Royalties

At closing, Royal Gold will pay cash consideration of $215 million in return for:

  • A gross smelter return royalty of 85% of the payable gold from the Serrote mine until achievement of a royalty revenue threshold of $250 million from this royalty, and 45% thereafter; and,

  • A gross smelter return royalty of 64 ounces of gold, 135 ounces of platinum and 100 ounces of palladium for each 1 million pounds of payable nickel produced from the Santa Rita mine until the achievement of a royalty revenue threshold of $100 million from this royalty, at which point the royalty on gold will continue and the royalty on platinum and palladium will terminate. The initial royalty prior to reaching the revenue threshold represents approximately 85% of payable precious metals produced at Santa Rita.

Royalty revenue will be determined using fixed payabilities of 93% for gold at the Serrote mine and 86% for nickel at the Santa Rita mine.

The royalties will be effective as of May 1, 2023, and revenue to Royal Gold will be accrued from that date. There will be no deductions applicable to royalty payments. Royal Gold expects to receive royalty payments in the month following any payment made to ACG for concentrates from offtakers.

Copper/Nickel Royalty

At closing, Royal Gold will pay cash consideration of $35 million in return for a gross smelter return royalty on total payable copper and nickel production from the Serrote and Santa Rita mines at a rate of 0.50% during 2023 and 2024, 0.75% during 2025 and 1.10% thereafter until the achievement of a royalty revenue threshold of $90 million from this royalty, and 0.55% thereafter. Royalty revenue will be determined using fixed payabilities of 97% for copper at the Serrote mine, and 86% for nickel and 72% for copper at the Santa Rita mine.

The royalty will be effective as of May 1, 2023, and revenue to Royal Gold will be accrued from that date. There will be no deductions applicable to royalty payments. Royal Gold expects to receive royalty payments in the month following any payment made to ACG for metal or concentrates from offtakers.

ESG Contribution

Royal Gold will make a financial commitment of 0.25% of the annual royalty payments received to support programs benefiting the communities within the area of influence of each of the Serrote and Santa Rita mines.

Security

The interests of Royal Gold under the proposed royalty agreements will be secured by pledges of the direct and indirect ownership interests held by ACG in the Serrote and Santa Rita mines, subordinated to the interests of senior bank lenders who will provide ACG with a $225 million term loan and $75 million revolving credit facility. Royal Gold’s security interests will rank equally to those in support of royalties on Santa Rita held by Appian and La Mancha Resource Capital, LLP (“La Mancha”).

Other Key Terms of the Proposed Acquisition

The areas of interest for the Royalties will include the areas covered by the mineral rights at each of the Serrote and Santa Rita mines at the time of closing of the proposed acquisition.

Royal Gold will hold a right of first refusal on future royalty and stream opportunities within the areas of interest of the Serrote and Santa Rita mines, and prior to the achievement of all of the royalty thresholds described above, a right of first offer on future royalty and stream opportunities on any other mining projects acquired by ACG Electric Metals.

Upon the closing of the proposed acquisition of the Royalties, ACG Electric Metals will form an Independent Geotechnical and Hydrogeological Review Committee (the “IGHR Committee”) with a mandate to review design and operations, and provide technical advice and guidance, at both of the Serrote and Santa Rita open pits. The IGHR Committee is expected to have three members, including a senior technical representative from ACG Electric Metals and one independent expert appointed by each of ACG Electric Metals and Royal Gold. Royal Gold’s role on the IGHR Committee will be strictly advisory and Royal Gold will have no operating decision-making authority.

Appian will be restricted from soliciting senior personnel from the management teams of both the Serrote and Santa Rita mines for a period of 18 months after closing.

Conditions to Closing

Closing of our proposed acquisition of the Royalties will be conditional on the successful completion of the ACG transaction with Appian, a minimum working capital position for ACG at closing, and other closing conditions that are standard for transactions of this nature, including the negotiation and execution of definitive royalty and security agreements with ACG and an intercreditor agreement with the senior lenders.

Funding

Royal Gold will pay cash consideration of $250 million at closing, which Royal Gold expects to source from available cash resources and a draw of approximately $200 million on Royal Gold’s revolving credit facility assuming current metal prices. On June 6, 2023, Royal Gold repaid $100 million of the outstanding balance on the revolving credit facility, resulting in an outstanding balance of $400 million on that date.

Timing

Closing of the proposed acquisition of the Royalties is anticipated to occur by the end of July 2023, after completion of all conditions to closing.

Background on the ACG / Appian Transaction

ACG has announced a proposed transaction with subsidiaries of Appian to acquire the entities that own the Serrote and Santa Rita mines and certain shareholder loans for $1 billion in enterprise value sourced from a combination of royalty financing from Royal Gold, equity financing, a nickel prepay agreement and bank debt.

ACG will obtain minimum equity funding of $615 million, including strategic placements from Glencore plc, Stellantis N.V. and La Mancha, and a nickel prepay agreement to be provided by PowerCo SE, a subsidiary of Volkswagen Group, to help fund the ACG transaction with Appian. Royal Gold believes that the involvement of strategic investors of this caliber demonstrates the potential of the Serrote and Santa Rita mines to provide a secure and low carbon intensity supply of clean energy metals.

ACG will obtain bank financing in the form of a $225 million term loan and $75 million revolving credit facility, to be provided by a syndicate led by Citigroup, ING and SocGen, to help fund the ACG transaction with Appian.

Background on the Serrote and Santa Rita Mines

To support a listing on the London Stock Exchange, ACG contracted SLR Consulting (Canada) Ltd. to prepare a Competent Person’s Report (“CPRs”) on each of the Serrote and Santa Rita mines. These reports conform to the Financial Conduct Authority (FCA) Primary Market Technical Note 619.1 of the United Kingdom and are available on the ACG website at https://www.acgcorp.co.

Serrote Mine

Serrote is a copper/gold mining operation owned by Appian’s wholly-owned affiliate Mineração Vale Verde (“MVV”), and is situated in northeast Brazil in the State of Alagoas. The region offers good infrastructure, including water, power and highways to support development and operations, and multiple port options for concentrate shipment.

Originally explored in the 1980s, Appian acquired the Serrote project in 2018 and subsequently published a feasibility study with a plant capacity of 4.1 million tonnes per year. Construction began in 2019 and first concentrate was shipped in November 2021.

The CPR for the Serrote mine states that, as of December 2022, the Serrote mine hosted Proven and Probable Reserves of approximately 46.7 million tonnes at a copper grade of 0.58% and a gold grade of 0.10 grams per tonne, and Measured and Indicated Resources (inclusive of Reserves) consisted of approximately 96.7 million tonnes at a copper grade of 0.54% and a gold grade of approximately 0.10 grams per tonne. The existing reserve plan is expected to support production until 2034 and there is the potential to extend the mine life by expanding the pit to include resources from the large resource inventory. The last drill campaign included in the resource estimate was completed in May 2021. Additional drilling has since been carried out with the aim of extending the lifespan of the open pit reserve, and a pit expansion feasibility study is underway. There is additional exploration potential at near-mine targets and from nearby satellite feed sources. Preliminary economic assessments (“PEAs”) are currently underway for the Caboclo Rogério deposit, and the construction of an oxide processing plant, which has the potential to further expand near-term production by processing stockpiled oxide material.

The CPR for the Serrote mine states that the mining rate averages approximately 30,000 tonnes per day at a strip ratio of 1.7:1. The processing facility has a capacity of 11,000 tonnes per day and uses conventional crushing, grinding and flotation to produce a copper concentrate containing by-product gold. Life of mine copper production is expected to average approximately 44 million pounds per year at an approximate 85% recovery rate and all-in sustaining cost (“AISC”) of approximately $1.85 per pound4. Gold recovery is targeted at 65% and gold accounts for approximately 7% of the expected revenue from the Serrote mine4.

4 Assumes copper prices of $3.55/lb in 2023, $3.82/lb in 2024, $3.94/lb in 2025, $3.89/lb in 2026 and $3.59/lb thereafter; gold prices of $1,753/oz in 2023, $1,719/oz in 2024, $1,654/oz in 2025, $1,593/oz in 2026 and $1,615/oz thereafter; and US$/R$ exchange rate of 5.39 in 2023, 5.44 in 2024, 5.66 in 2025 and 5.55 thereafter, as disclosed in the CPR.

Santa Rita Mine

Santa Rita is an open pit nickel sulphide mine located in Bahia State, Brazil, approximately 600 kilometers south of Serrote and is owned by Atlantic Nickel (“ATN”), a wholly-owned Appian affiliate. The mine is supported by grid power, paved road access, water supply from the De Contas River, and the nearby port of Ilhéus.

The Santa Rita deposit was discovered in 1976 with various companies carrying out work until production commenced in 2009. Operations were placed on care and maintenance by the previous owner in 2015 due to several factors including low metal prices. Appian acquired the mine in 2018 and following an optimization of the open pit mine plan and refurbishment of the processing plant, first concentrate was shipped in early 2020.

The CPR for the Santa Rita mine states that, as of December 2022, open pit Proven and Probable Reserves at Santa Rita consisted of approximately 34.8 million tonnes at a nickel sulphide grade of 0.31% and copper grade of 0.11%, and Measured and Indicated Resources (inclusive of Reserves) consisted of approximately 43.4 million tonnes at a nickel sulphide grade of 0.33% and copper grade of 0.12%. The open pit reserve is expected to support production until 2028.

The CPR presents a PEA on the underground potential at the Santa Rita mine. The underground inventory consists of an Indicated Resource of 105.8 million tonnes at a nickel sulfide grade of 0.54% and copper grade of 0.18%, along with a 130.9 million tonne Inferred Resource with comparable grades. The PEA contemplates mining approximately 141.7 million tonnes of the underground resource over a 27-year mine life using the sub-level caving mining method. An infill drill program and prefeasibility study on the underground project are currently underway.

Additional exploration potential includes open pit and underground targets identified at the existing Santa Rita mine as well as on a 46,000 hectare regional exploration portfolio. The most advanced of these targets is the Palestina project located approximately 25 kilometers from the Santa Rita processing plant. Work is currently underway to evaluate the potential to truck ore from Palestina to the Santa Rita plant to provide additional open pit feed during the transition from open pit mining to underground at the Santa Rita mine.

The CPR for the Santa Rita mine states that the current operations consist of open pit mining at a rate of 70,000 tonnes per day at a strip ratio of 2.8:1. The processing facility capacity is 17,800 tonnes per day and uses crushing, grinding and flotation to produce a nickel sulphide concentrate with by-product copper, cobalt, platinum, palladium, and gold. Nickel recovery is expected to range from approximately 82% to 85% over the open pit and underground mine life, respectively. Copper recovery is targeted at 75%. The open pit is expected to recover an average of 32 million pounds of nickel per year at an AISC of $5.26 per pound of nickel over the mine life5. The projected revenue over the open pit mine life is approximately 84% nickel, 9% copper and 2% cobalt, with the remaining 5% from platinum, palladium, and gold5.

5 Assumes nickel prices of $9.87/lb in 2023, $9.46/lb in 2024, $9.61/lb in 2025, $9.13/lb in 2026 and $8.46/lb thereafter; copper prices of $3.55/lb in 2023, $3.82/lb in 2024, $3.94/lb in 2025, $3.89/lb in 2026 and $3.59/lb thereafter; cobalt prices of $25.58/lb in 2023, $27.70/lb in 2024, $27.37/lb in 2025, $26.43/lb in 2026 and $23.53/lb thereafter; gold prices of $1,753/oz in 2023, $1,719/oz in 2024, $1,654/oz in 2025, $1,593/oz in 2026 and $1,615/oz thereafter; platinum prices of $1,027/lb in 2023, $1,099/oz in 2024, $1,121/oz in 2025, $1,195/oz in 2026 and $1,140/oz thereafter; palladium prices of $1,977/oz in 2023, $1,763/oz in 2024, $1,544 in 2025, $1,325 in 2026 and $1,363/oz thereafter; and US$/R$ exchange rate of 5.39 in 2023, 5.44 in 2024, 5.66 in 2025 and 5.55 thereafter, as disclosed in the CPR.

Background on ACG

ACG is a special purpose acquisition company looking to benefit from favorable price conditions for new economy metals and other mining materials. On October 12, 2022, ACG raised proceeds of approximately $125 million in its initial public offering and listed on the London Stock Exchange.

Upon closing of the ACG transaction with Appian to acquire the Appian entities that own the Serrote and Santa Rita mines, ACG will be renamed ACG Electric Metals Limited. ACG Electric Metals will continue to be led by its Chief Executive Officer, Artem Volynets, and its Chief Financial Officer, Carole Whittall. Responsibility for the operation of the mines in Brazil will continue to be held by Paulo Castellari-Porchia and Milson Mundim, each an employee of Appian. Following completion of the ACG transaction with Appian, the full operating team in Brazil will join ACG Electric Metals.

Corporate Profile

Royal Gold is a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties and similar production-based interests. As of March 31, 2023, the Company owned interests on 182 properties on five continents, including interests on 40 producing mines and 19 development stage projects. Royal Gold is publicly traded on the Nasdaq Global Select Market under the symbol “RGLD.” The Company’s website is located at www.royalgold.com.

Forward-Looking Statements: This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements about the benefits of the proposed acquisition of the Royalties; the expected closing dates for the proposed acquisition of the Royalties and the proposed ACG transaction with Appian; the expected role of Royal Gold’s financing in the creation of ACG Electric Metals; the long-term potential of the Serrote and Santa Rita mines; the potential for expansion of the mine life at the Santa Rita mine and the existing pit and mine life at the Serrote mine; the economic effective date of the proposed acquisition of the Royalties; the revenue mix to be provided by the Royalties; expected royalty contributions in GEOs from the Royalties; the forecasted low carbon emissions intensity over the mines lives and the enhancement of Royal Gold’s portfolio average for carbon emissions intensity, total energy intensity and safety statistics; the ability to participate in the future growth of ACG Electric Metals provided by a right of first refusal and a right of first offer; cash consideration for the proposed acquisition of the Royalties and the allocation of the cash consideration for each of the Royalties; the fixed payabilities used to determine the royalty revenue; the timing of the accrual and receipt of revenue; the lack of deductions from royalty payments; Royal Gold’s ESG contribution; security for the interests of Royal Gold under the proposed royalty agreements; the area of interests covered; the formation and membership of the IGHR Committee and Royal Gold’s role on the IGHR Committee; the restriction of Appian from soliciting senior management from the mines; conditioning of the proposed acquisition of the Royalties on the completion of the ACG transaction with Appian and other closing conditions; Royal Gold’s funding of the proposed acquisition; the repayment by Royal Gold of amounts borrowed under the revolving credit facility; the estimated amount and timing of royalty payments; our acquisition and capital allocation strategies; the expected operating and financial performance of the Serrote and Santa Rita mines, including production, drilling objectives, mine plans, environmental and feasibility studies, mine infrastructure and facilities, mineral resources and reserves, and development; the required amounts and sources of funding for the ACG transaction with Appian; estimated recovery rates, revenue, and AISC for each of the Serrote and Santa Rita mines; the involvement of certain strategic investors in the proposed ACG transaction with Appian and the potential of the Serrote and Santa Rita mines to provide a secure and low carbon intensity supply of clean energy metals; name change for ACG; management of ACG and the Serrote and Santa Rita mines; and the full operating team in Brazil joining ACG Electric Metals.

Forward-looking statements are based on current expectations, estimates and assumptions that involve risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, a lower-price environment for gold, platinum, palladium, silver or copper; operating activities or financial performance of the Serrote and Santa Rita mines, including inaccuracies in ACG’s or the operator’s disclosures, variations between actual and forecasted performance, the operator’s ability to complete projects on schedule and as planned, the operator’s changes to mine plans and reserves and resources, the operator’s liquidity needs, mining hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our royalty agreement, or operational disruptions due to public health crises; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; risks of doing business in foreign jurisdictions; changes in laws or regulations; the risk of litigation related to the proposed acquisition of the Royalties; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity prices; competition, government regulation or other actions; and other risks detailed in Royal Gold’s Annual Report on Form 10-K for the year ended December 31, 2022, available on Royal Gold’s website at royalgold.com and on the Securities and Exchange Commission website at http://www.sec.gov. Other unpredictable or unknown factors not discussed in this release could also have material adverse effects on forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

Statement Regarding Third-Party Information: Certain disclosures herein relating to the Serrote and Santa Rita mines are based on information publicly disclosed by ACG and Appian and information available in the public domain as at the date hereof. Royal Gold does not independently prepare or verify this information and does not have access to the property or sufficient data to do so and refers the reader to the disclosures of ACG and Appian.

This announcement is not an offer for sale of securities in the United States or in any other jurisdiction. No securities of ACG have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, within the United States except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has not been and will be no public offering of the securities of ACG in the United States.

For further information, please contact:

Alistair Baker

Vice President Investor Relations and Business Development

(720) 554-6995

KEYWORDS: North America United States Brazil South America Canada Colorado

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

MEDIA:

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ERYTECH Responds to Akkadian’s Disinformation

ERYTECH
Responds
to
Akkadian’s
Disinformation

        

  • Akkadian
    ’s
    challenge of
    the merger is based on incomplete information and
    misleading
    arguments
  • Akkadian has not presented any valuable alternative
    option
  • Akkadian’s unfounded actions
    present a risk of
    destruction of shareholder value
    and loss of employment
    at two companies
    , and the potential loss of a strategically i
    mportant
    technology in
    France
  • In this context, ERYTECH reminds its shareholders of the importance of participating in the Annual General Meeting on June 23 to support the proposed merger with PHERECYDES.

Cambridge, MA (U.S.)
and Lyon (France)
,
June 12
, 202
3
, 7:00 am
CEST

ERYTECH Pharma
(Nasdaq & Euronext: ERYP),
today
reacts to a series of disinformation attempts by Akkadian Partners to try and
destabilize
ERYTECH.


The
activist investor
that
is
trying to stop the merger project with Pherecydes, and
in
doing
so willing to take the risk to
destroy shareholder value of two companies
, is using incomplete and erroneous information to
destabilize ERYTECH

,
said Gil Beyen, Chief Executive Officer of ERYTECH. “
The proposed merger, announced in February
this year
, is the culmination of a
n
intensive search of strategic alternatives for our company. It was carried out with specialized advice over more than a year and
included
in-depth examination of several dozen potential projects
.
It relies on strong operational complementarities and synergies. Its terms were freely negotiated between two independent companies and in the absence of any conflict of interest.
These terms
are balanced and based on a fair and equitable exchange parity,
which was
confirmed by an independent and well renowned, court-appointed expert
.
We remain more than ever convinced it is the best option for our company and its shareholders
. Akkadian
, with a minority stake in ERYTECH,
has embarked in a communication strategy
and
an attempt to take a creeping control of
the company
by deceiving
other
shareholders into
unfounded doubts on the
transaction
, instead of being transparent on their true intent and plans. To the best of our knowledge, Akkadian’s predation of ERYTECH’s corporate structure and cash will not support ideas of sufficient quality and robustness to create value for the company and its shareholders
,
on the contrary
.
Anybody who really
, sincerely
wants to save ERYTECH
,
should
be allowed to vote at the General Assembly on June 23 and
support
ERYTECH’s merger project.

On February 15, 2023, ERYTECH announced the strategic combination with PHERECYDES, a biotechnology company specializing in precision phage therapy to treat resistant and/or complicated bacterial infections, with the ambition to create a global leader in extended phage therapy and accelerate the development of a portfolio of phage candidates targeting pathogenic bacteria. The proposed transaction is structured as a merger of PHERECYDES into ERYTECH, pursuant to which PHERECYDES shareholders will receive 15 new ERYTECH shares for every 4 PHERECYDES shares they own.

On 13 April, Akkadian Partners, an entity domiciled in Luxembourg, crossed the threshold of 5% of the share capital of ERYTECH Pharma.

On May 1, Akkadian Partners informed the Board of ERYTECH that they intended to oppose the project of merging with Pherecydes and take de facto control of ERYTECH with a view to pursue alternative acquisition ideas with ERYTECH’s cash.

On May 9, ERYTECH informed Akkadian that its board of directors, after due consideration, had determined that these ideas, were not in the best interest of ERYTECH and its stakeholders, remote from ERYTECH’s strategy and identity, and with significant uncertainty and risks associated. The board confirmed the strategic merger with PHERECYDES as the best option forward and stated that it will oppose any financial predation project which would not be in the best interest of the company and its stakeholders. It is worth to note that the most advanced idea brought forward by Akkadian was to take control of a U.S. company with a dubious history and whose founder had been convicted financial fraud, which filed for Chapter 11 bankruptcy protection in the United States a few weeks ago

On May 15, an independent merger appraiser (Commissaire à la fusion), appointed by the commercial court, has reviewed the fairness of the exchange ratio for the Proposed Merger and issued its reports. In accordance with applicable law, such reports have been made publicly available, including on ERYTECH’s website.

On May 15, AKKADIAN has started a disinformation campaign with press releases, press interviews and creation of a dedicated website, to incite ERYTECH’s shareholders to vote against the merger with PHERECYDES at the upcoming General Assembly. This campaign contains significant misrepresentations, errors and blunt defamation notably by alleging the perpetration of a fraud as well as the criminal offense of abuse of power.

On June 7, Akkadian, who had announced its “firm commitment” to ERYTECH’s Board on May 1 to hold 15% of the company’s share capital in the very short term and then increase its stake to 25%, declared in Court to own 1,850,000 shares of ERYTECH as of May 24, still representing only 5.4% of the company’s share capital and 5.2% of the voting rights.

The key arguments brough forward by Akkadian against the merger with Pherecydes are:

  • Valuation
    and exchange ratio

Akkadian states that there is no valuable reason to support the concept of a merger of equals, notwithstanding that this ratio has been validated by FINEXSI, a well-respected, independent appraiser, appointed by the President of the Commercial Court of Lyon (Commissaire à la fusion). FINEXSI is one of the most experienced judiciary experts in the field of merger and asset contribution audits, and independent appraisals of takeover bids within the meaning of the AMF General Regulation. As stated in its reports, FINEXSI conducted its work in accordance with “the professional doctrine of theCompagnie Nationale des Commissaires aux Comptes applicable to this assignment”. FINEXSI had access to a wide range of documentation and was able to interview all the management teams of the two companies involved in the merger. In accordance with applicable professional standards, FINEXSI has conducted a multicriteria analysis of the valuation of both ERYTECH and PHERECYDES, including asset values, market valuations at different periods and business plans and “Discounted Cash Flows” evaluations. The analysis of FINEXSI confirms the fairness of the proposed exchange parity for the merger.

To challenge the merger exchange ratio, Akkadian privately appointed a consultant, Abergel. This consultant acknowledges that they only had limited information available, i.e. much less than the court-appointed appraiser. They raise a number of questions and make erroneous conclusions that can be attributed to this lack of information and certain misunderstandings.

Akkadian and its consultant argue that ERYTECH is undervalued compared to Pherecydes in the merger agreement and that the exchange ratio is not valid. To support this, they point at:
a)   ERYTECH’s cash balance of €30M at the end of March 2023 (€38M at the end of 2022). They forget to mention that ERYTECH has outstanding loans (€10M at the end of 2022), a significant amount of accounts payable (€5.1M at the end of 2022), and an operational use of cash, which will significantly limit the amount of available cash, except if it can be used for value creating projects, which is the whole idea of the merger, to make sure that the remaining assets and cash can be used to create value instead of losing its value.
b)   Disparity between the market valuation of both companies. It is true that based on market capitalizations, the valuation of ERYTECH is currently almost twice as high as the one of Pherecydes. It should be noted, however, that earlier this year, ERYTECH’s market value was less than half of today’s value and that at the time of the signature of the “letter of intent” for the merger, both companies had almost equal market capitalizations. ERYTECH’s market capitalization has experienced a significant volatility in the recent period, also potentially driven by the speculative context created by the activist investor.
c)   Akkadian and its consultant suggest that ERYTECH has active projects and value creation potential that it is not pursuing, such as attempting to get European approval for GRASPA in ALL, selling its manufacturing facility in France or leveraging its carry forward losses. These erroneous opinions, brought forward despite the information possessed by Akkadian, show the lack of seriousness or sincerity of their allegations:

  1. Trying to get approval for GRASPA has unfortunately shown to be impossible. ERYTECH has tried to achieve this at multiple occasions and with the help of the best experts, but after two attempts in Europe and one in the USA, it has become clear that regulatory hurdles are not surmountable with the available product and clinical evidence. This was continuously explained at several public oral and written communications between 2018 and 2022, and in November 2022, Erytech announced it abandoned further development of GRASPA considering the multiple clinical and regulatory setbacks endured on that platform. Akkadian’s proposal to try again European approval for GRASPA in ALL is at best a blatant lack of knowledge in drug development, and also a blatant lack of sincerity while they, in the same time, proclaim their intent to avoid any drug development activity if in control of ERYTECH.
  2. Selling the Lyon manufacturing facility might be an option, but also here, multiple attempts have not been successful. The best option to create value from the manufacturing site might be to reserve it for Pherecydes programs once they get to the next stage of volume requirements. Another error to note in Akkadian’s allegations is that ERYTECH would have the majority of its remaining personnel working in the facility in view of its sale. In reality no personnel is employed in the manufacturing site since the end of 2022 and the current staff is focused on R&D activities and corporate obligations of a listed company.
  3. Carry forward losses: as explained in a report, mandated by Akkadian, and publicly available, the exploitation of the carry forward losses ERYTECH has built up over the years is subject to specific conditions. ERYTECH’s carry forward losses could be kept as a tax asset only if the company stayed in the same line of business of drug development activities, while it most likely would disappear with Akkadian’s alternative ideas of activities that have no link at all with ERYTECH’s past activities and nature of business. Here again, Akkadian’s allegations are at best a lack of knowledge, but conveying a misleading message to the company’s shareholders.
  • Conflict
    of
    interest

The search of strategic alternatives has been performed in close collaboration with a specialist international advisor, and closely monitored by ERYTECH’s board of directors, which, with exception of the CEO per the nature of his mandate, consisted entirely of independent directors.
The first phase of this exercise, that started in November 2021, immediately after the negative results of the Phase 3 trial in pancreatic cancer, has led to the sale of the manufacturing site in Princeton to Catalent. In the second phase, that started in May 2022, discussions with more than 50 companies have taken place and multiple letters of intent (LOI) have been negotiated and evaluated. This resulted in January 2023 to the prioritization of the merger option with Pherecydes and the signature of an LOI, which formed the basis for the merger agreement. The terms of the merger were freely negotiated between two independent companies and in the absence of any conflict of interest.

  • Better
    alternative
    projects

Akkadian claims to have better alternatives for Erytech. So far only two ideas have been presented by Akkadian, who however proclaimed that they would stay away from any drug development activity in any case. The ideas they brought were potential opportunities to take control of other companies, without any clarity on the stage of discussions and the likelihood of potential conversions. Both projects were far remote from ERYTECH’s strategy and competence basis, and were associated with significant uncertainty and risks. It is worth to note that the most advanced idea brought forward by Akkadian, which was to take control of a U.S. company with a dubious history and whose founder had been condemned for financial fraud, filed for Chapter 11 a few weeks ago.

Finally, it is important to note that a
failure of the merger would only lead to the destruction of value for ERYTECH and its shareholders. Indeed, should the merger fail,
it
is
unlikely that
ERYTECH
will
be able to
implement any alternative project due to the complexity of and time needed for such projects
with
,
in
practice, th
e risk for
ERYTECH
to be forced to
enter into
a
liquidative
mode until the total extinction of its resources.



About ERYTECH

ERYTECH is a biopharmaceutical company developing innovative red blood cell-based therapeutics for severe forms of cancer and orphan diseases.

On February 15, 2023, ERYTECH announced its intended strategic combination with PHERECYDES to create a global player in extended phage. More detail can be found in the press release.

ERYTECH is listed on the Nasdaq Global Select Market in the United States (ticker: ERYP) and on the Euronext regulated market in Paris (ISIN code: FR0011471135, ticker: ERYP). ERYTECH is part of the CAC Healthcare, CAC Pharma & Bio, CAC Mid & Small, CAC All Tradable,
EnterNext
PEA-PME 150 and Next Biotech indexes.

For more information, please visit www.erytech.com



CONTACTS

ERYTECH                     
Eric Soyer
CFO & COO
NewCap

Mathilde Bohin / Louis-Victor Delouvrier

Investor relations
Nicolas Merigeau
Media relations

+33 4 78 74 44 38
[email protected]

+33 1 44 71 94 94
[email protected]

Forward-looking information

This press release contains forward-looking statements, forecasts and estimates with respect to the clinical results from and the development plans of eryaspase, business and regulatory strategy and anticipated future performance of ERYTECH and of the market in which it operates. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. All statements contained in this press release other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding ERYTECH’s business and regulatory strategy and its evaluation of potential strategic transactions. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond ERYTECH’s control. Therefore, actual results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the failure to achieve certain regulatory and commercial milestones; (2) the inability to maintain the listing of ERYTECH’s shares on the Nasdaq Global Select market and the Euronext regulated market; (3) changes in applicable laws or regulations; (4) the possibility that ERYTECH may be adversely affected by other economic, business and/or competitive factors; (5) the inability to agree to terms on a long-term supply agreement with Catalent; and (6) other risks and uncertainties indicated from time to time in ERYTECH’s regulatory filings. Further description of these risks, uncertainties and other risks can be found in the Company’s regulatory filings with the French Autorité des Marchés Financiers (AMF), the Company’s Securities and Exchange Commission (SEC) filings and reports, including in the Company’s 2021 Universal Registration Document (Document d’EnregistrementUniversel) filed with the AMF on April 27, 2022 and in the Company’s Annual Report on Form 20-F filed with the SEC on April 28, 2022 and future filings and reports by the Company. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements. ERYTECH disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in ERYTECH’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by law.

Attachment