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S&P Global and IHS Markit Announce Agreement to Sell OPIS and Associated Businesses

S&P Global and IHS Markit Announce Agreement to Sell OPIS and Associated Businesses

NEW YORK & LONDON–(BUSINESS WIRE)–
S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced an agreement to sell IHS Markit’s Oil Price Information Services (OPIS); Coal, Metals and Mining; and PetroChem Wire businesses to News Corp in a cash transaction valued at approximately $1.150 billion. The sale is expected to be completed at the close of the merger between S&P Global and IHS Markit.

The agreement marks the culmination of S&P Global and IHS Markit’s previously announced decision to explore a divestiture of these businesses and represents an important milestone on the path to regulatory approval for the merger between S&P Global and IHS Markit.

Both the merger and the divestiture remain subject to further review and approval by regulators and antitrust authorities. S&P Global and IHS Markit will continue to work constructively with all regulatory bodies and antitrust authorities on their continued review of the proposed merger, including the adequacy of the proposed divestiture.

S&P Global and IHS Markit continue to expect to close the proposed merger in the fourth quarter of 2021, subject to the satisfaction of specified closing conditions.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to S&P Global, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Davis Polk & Wardwell LLP is serving as legal counsel for IHS Markit.

About S&P Global

S&P Global (NYSE: SPGI) is the world’s foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors. We’ve been providing essential intelligence that unlocks opportunity, fosters growth and accelerates progress for more than 160 years. Our divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. For more information, visit www.spglobal.com.

About IHS Markit

IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth.

Forward-Looking Statements:

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “will, ” “should,” “may,” “projects,” “could,” “would,” “target,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company’s services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed merger between S&P Global and IHS Markit and the divesture of the OPIS, CMM and PetroChem Wire businesses, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) uncertainty relating to the impact of the proposed merger and divestiture transaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global’s and/or IHS Markit’s financial performance; (iii) the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel; (iv) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the proposed transaction and realize expected synergies; (v) business disruption following the proposed transaction; (vi) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the United Kingdom’s withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration; (vii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (viii) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; (ix) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (x) changes in debt and equity markets, including credit quality and spreads; (xi) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the “SEC”) by S&P Global and IHS Markit from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global’s or IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

Investor Relations:

IHS Markit

Eric Boyer

Tel: +1 303 397 2969

[email protected]

S&P Global

Chip Merritt

Senior Vice President, Investor Relations

Tel: +1 212 438 4321

[email protected]

Media:

IHS Markit

Sebastian Kadritzke

Tel: +1 44 203 159 3283

[email protected]

S&P Global

Ola Fadahunsi

Senior Director, Communications

Tel: +1 212 438 2296

[email protected]

KEYWORDS: Europe United States United Kingdom North America New York

INDUSTRY KEYWORDS: Consulting Professional Services Finance

MEDIA:

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Minerva Neurosciences Reports Second Quarter 2021 Financial Results and Business Updates

WALTHAM, Mass., Aug. 02, 2021 (GLOBE NEWSWIRE) — Minerva Neurosciences, Inc. (Nasdaq: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system (CNS) disorders, today reported key business updates and financial results for the quarter ended June 30, 2021.

Roluperidone Update

Following the completion of the open-label portion of the Phase 3 trial with roluperidone in schizophrenia and the Type C meeting with the U.S. Food and Drug Administration (FDA), the Company continues to work towards the submission of a New Drug Application (NDA) in the first half of 2022. On June 29, 2021, the Company completed the enrollment of 48 subjects in a pivotal bioequivalence study with roluperidone in healthy volunteers. The objective of this study is to compare the formulations employed in the Phase 2b and Phase 3 trials with roluperidone, as well as at least one new formulation designed in conjunction with the Company’s commercial supplier to facilitate large scale manufacturing. Top line results from this study are expected in the third quarter of 2021.
  
“Demonstration of bioequivalence between the formulations used in our late-stage studies with roluperidone will be an important step toward advancing our NDA package,” said Dr. Luthringer. “We are working in parallel on additional activities to support the submission of the NDA that were informed by interactions we have had since the Type C meeting with the FDA. We continue to view roluperidone as a significant innovative agent for the treatment of negative symptoms of schizophrenia, a key unmet need among patients with this disease.”

Second Quarter 2021 Financial Results

  • Net Income/Loss: Net loss was $10.6 million for the second quarter of 2021, or net loss per share of $0.25 basic and diluted, as compared to net income of $29.5 million, or net income per share of $0.75 basic and $0.73 diluted, for the second quarter of 2020. Net loss was $19.4 million for the six months ended June 30, 2021, or net loss per share of $0.45 basic and diluted, as compared to net income of $17.4 million, or net income per share of $0.44 basic and $0.43 diluted for the six months ended June 30, 2020.

The decreases in net income for both the three and six month periods ended June 30, 2021 were primarily due to the Company’s opting out of its joint development agreement with Janssen Pharmaceutica for seltorexant during the second quarter of 2020. As a result of opting out of the agreement, the Company immediately recognized $41.2 million in collaborative revenue which had previously been included on the balance sheet under deferred revenue.

Net loss during the three and six month periods ended June 30, 2021 included non-cash interest expense of $1.6 million and $2.9 million, respectively, versus zero expense for both periods during 2020. The non-cash interest is incurred in connection with the Liability related to the sale of future royalties to Royalty Pharma in January of this year, which is included on the Company’s balance sheet.

  • R&D Expense: For the three months ended June 30, 2021 and 2020, research and development (R&D) expense was $5.5 million and $5.8 million, respectively, a decrease of approximately $0.3 million. For the three months ended June 30, 2021 and 2020, non-cash stock compensation expense included in R&D was $0.6 million and $0.7 million, respectively.

For the six months ended June 30, 2021 and 2020, R&D expense was $8.8 million and $13.8 million, respectively, a decrease of approximately $5.0 million. For the six months ended June 30, 2021 and 2020, non-cash stock compensation expense included in R&D was $1.3 million and $1.4 million, respectively.

The decrease in R&D expense for both the three and six month periods ended June 30, 2021 versus the same periods in 2020 was primarily due to lower costs for the Phase 3 clinical trial of roluperidone, for which the three-month core study portion of the trial was completed in May 2020.

  • G&A Expense: For the three months ended June 30, 2021 and 2020, general and administrative (G&A) expense was $3.4 million and $5.9 million, respectively, a decrease of approximately $2.5 million. For the three months ended June 30, 2021 and 2020, non-cash stock compensation expense included in G&A was $0.7 million and $2.8 million, respectively.

For the six months ended June 30, 2021 and 2020, G&A expense was $7.7 million and $10.1 million, respectively, a decrease of approximately $2.4 million. For the six months ended June 30, 2021 and June 30, 2020, non-cash stock compensation expense included in G&A was $1.6 million and $4.3 million, respectively.

The decrease in G&A expense for both the three and six month periods ended June 30, 2021 was primarily due to a decrease in non-cash stock-based compensation. Stock-based compensation charges were higher in 2020 primarily due to the approval of certain stock option grants and certain severance related benefits.

  • Cash Position: Cash, cash equivalents, restricted cash and marketable securities as of June 30, 2021 were approximately $74.3 million, compared to $25.5 million as of December 31, 2020.

Conference Call Information:

Minerva Neurosciences will host a conference call and live audio webcast today at 8:30 a.m. Eastern Time to discuss the quarter and recent business activities. To participate, please dial (877) 312-5845 (domestic) or (765) 507-2618 (international) and refer to conference ID 4327209.

The live webcast can be accessed under “Events and Presentations” in the Investors and Media section of Minerva’s website at ir.minervaneurosciences.com. The archived webcast will be available on the website beginning approximately two hours after the event for 90 days.

About Minerva Neurosciences

Minerva’s portfolio of compounds includes: roluperidone (MIN-101), in clinical development for schizophrenia, and MIN-301, in pre-clinical development for Parkinson’s disease. Minerva’s common stock is listed on the Nasdaq Global Market under the symbol “NERV.” For more information, please visit www.minervaneurosciences.com.


Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to the timing and scope of clinical trials and regulatory review and results and outcomes of such clinical trials and regulatory review with roluperidone (MIN-101); the clinical and therapeutic potential of this compound; the likelihood of successful clinical trials, regulatory review, commercialization, and future sales of and potential royalty stream from seltorexant; the timing and outcomes of future interactions with U.S. and foreign regulatory bodies, including the U.S. Food and Drug Administration; our ability to successfully develop and commercialize our therapeutic products; the sufficiency of our current cash position to fund our operations; and management’s ability to successfully achieve its goals. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, whether roluperidone will advance further in the clinical trials process and whether and when, if at all, it will receive final approval from the U.S. Food and Drug Administration or equivalent foreign regulatory agencies and for which indications; whether any of our therapeutic products or seltorexant will be successfully marketed if approved; whether any of our therapeutic product discovery and development efforts will be successful; management’s ability to successfully achieve its goals; our ability to raise additional capital to fund our operations on terms acceptable to us; changes in expected or existing competition; unexpected litigation or other disputes; the impacts of the COVID-19 pandemic on our business; and general economic conditions. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption “Risk Factors” in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 2, 2021. Copies of reports filed with the SEC are posted on our website at

www.minervaneurosciences.com

. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

CONDENSED CONSOLIDATED BALANCE SHEET DATA
(Unaudited)
  June 31, December 31,
  2021     2020  
  (in thousands)
ASSETS
Current Assets:    
Cash and cash equivalents $ 74,215   $ 25,357  
Marketable securities   –     –  
Restricted cash   100     100  
Prepaid expenses and other current assets   910     1,983  
Total current assets   75,225     27,440  
Equipment, net   –     –  
Other noncurrent assets   15     15  
Operating lease right-of-use assets   15     102  
In-process research and development   15,200     15,200  
Goodwill   14,869     14,869  
Total Assets $ 105,324   $ 57,626  
     
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:    
Accounts payable $ 1,594   $ 996  
Accrued expenses and other current liabilities   2,834     2,053  
Operating leases   16     111  
Total current liabilities   4,444     3,160  
Long-Term Liabilities:    
Deferred taxes   1,803     1,803  
Deferred revenue   –     –  
Liability related to the sale of future royalties   62,908     –  
Noncurrent operating leases   –     –  
Total liabilities   69,155     4,963  
Stockholders’ Equity:    
Common stock   4     4  
Additional paid-in capital   340,354     337,454  
Accumulated deficit   (304,189 )   (284,795 )
Total stockholders’ equity   36,169     52,663  
Total Liabilities and Stockholders’ Equity $ 105,324   $ 57,626  
             

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
(Unaudited)            
    Three Months Ended June 30,   Six Months Ended June 30
    (in thousands, except per share amounts)   (in thousands, except per share amounts)
      2021     2020       2021     2020  
             
Collaborative revenue   $ –   $ 41,176     $ –   $ 41,176  
Operating expenses:            
Research and development     5,521     5,767       8,780     13,849  
General and administrative     3,442     5,901       7,691     10,090  
Total operating expenses     8,963     11,668       16,471     23,939  
Loss from operations     (8,963 )   29,508       (16,471 )   17,237  
             
Foreign exchange losses     (19 )   (4 )     (24 )   (13 )
Investment income     5     25       9     154  
Non-cash interest expense for the sale of future royalties     (1,612 )   –       (2,908 )   –  
Loss before income taxes     (10,589 )   29,529       (19,394 )   17,378  
             
Net income (loss) per share, basic   $ (0.25 ) $ 0.75     $ (0.45 ) $ 0.44  
Weighted average shares outstanding, basic     42,722     39,483       42,722     39,330  
Net income (loss) per share, diluted   $ (0.25 ) $ 0.73     $ (0.45 ) $ 0.43  
Weighted average shares outstanding, diluted     42,722     40,278       42,722     40,145  

Contact:
William B. Boni
VP, Investor Relations/
Corp. Communications
Minerva Neurosciences, Inc.
(617) 600-7376



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RumbleOn Delivers 100% Year-over-Year Revenue Growth and 131% Gross Profit Growth in the Second Quarter 2021

RumbleOn Delivers 100% Year-over-Year Revenue Growth and 131% Gross Profit Growth in the Second Quarter 2021

Management to host a conference call today, August 2, 2021, at 8:30 am ET

DALLAS–(BUSINESS WIRE)–
RumbleOn, Inc (NASDAQ: RMBL), an e-commerce company using innovative technology to aggregate and distribute pre-owned vehicles, today announced financial results for the three months ended June 30, 2021. Management is hosting an investor call to discuss results today, August 2, 2021 at 8:30 am ET.

Management Commentary:

“RumbleOn continued to execute in the second quarter, with gross margin expansion outpacing our 100% year-over-year revenue growth,” said Marshall Chesrown, Chief Executive Officer. “Not only are we hard at work on the pending business combination with RideNow, but we delivered across our strategic priorities. We continued to add new dealers to RumbleOn.com and have over 60,000 new, used and private party listings on our site today. And, with over 500 dealers using our services and our B2B functionality with more dealers in the pipeline to be onboarded, we are seeing strong demand and remain confident in our strategy to offer virtual inventory, quality leads and services to dealers nationwide.”

Second Quarter 2021 Financial Highlights

  • Total vehicle unit sales was 5,711, a 55% increase from 3,694 in Q2 2020, a 63% increase from 3,500 in Q1 2021

    • Powersports unit sales was 2,411, up 181% from 859 units in Q2 2020, up 140% from 1,006 units in Q1 2021
    • Automotive unit sales was 3,300, up 16% from 2,835 units in Q2 2020, up 32% from 2,494 units in Q1 2021
  • Total revenue was $168.3 million, a 100% increase from $84.3 million in Q2 2020, a 61% increase from $104.3 million in Q1 2021

    • Powersports revenue was $28.0 million, up 233% from $8.4 million in Q2 2020, up 157% from $10.9 million in Q1 2021
    • Automotive revenue was $127.3 million, up 86% from $68.3 million in Q2 2020, up 51% from $84.1 million in Q1 2021
    • Transportation and vehicle logistics revenue was $13.1 million, up 71% from $7.7 million in Q2 2020, up 40% from $9.3 million in Q1 2021
  • Total gross profit was $19.5 million, for a total gross margin of 11.6%, up from 10.0% in Q2 2020, up from 10.7% in Q1 2021. Gross profit for our vehicle distribution business was $17.1 million or 11.0% gross margin, up 157% from $6.6 million in Q2 2020, up 86% from $9.2 million in Q1 2021.

    • Gross profit per vehicle was $2,998, up from $1,802 in Q2 2020, and up from $2,626 in Q1 2021
    • Powersports gross profit per powersport vehicle sold was $2,886, up from $994 in Q2 2020, down from $2,961 in Q1 2021
    • Automotive gross profit per automotive vehicle sold was $3,081, up from $2,046 in Q2 2020 and up from $2,490 in Q1 2021
  • Sales, General and Administrative Expenses was $18.1 million, or 10.8% of revenue, down from 13.2% of revenue in Q2 2020, down from 12.9% of revenue in Q1 2021

    • Advertising and Marketing expense was $2.0 million as compared to $0.5 million in Q2 2020 and $1.6 million in Q1 2021
    • Technology development expense was $0.4 million as compared to $0.2 million in Q2 2020 and $0.4 million with Q1 2021
    • General and Administrative expense was $6.3 million as compared to $4.2 million in Q2 2020 and $3.8 million in Q1 2021
  • Operating income was $0.8 million, compared to $2.4 million in Q2 2020, which included $5.6 million of insurance proceeds related to the tornado damage in March 2020, and an improvement from an operating income of $(2.8) million in Q1 2021
  • Positive Adjusted EBITDA of $3.0 million based on net income of ($3.4) million.

    • Represents an improvement from Adjusted EBITDA of $(1.3) million in Q2 2020 based on net income of $1.0 million.
    • Represents an improvement from positive Adjusted EBITDA of $0.02 million in Q1 2021 based on net income of $(4.5) million
  • Weighted average basic and fully diluted shares outstanding in Q2 were 3,242,616 shares of common stock outstanding
  • As of June 30, 2021, RumbleOn had $28.0 million in cash, including $3.0 million in restricted cash and has over $9.2 million available on current lines of credit. We have recently received over $3.1 million in additional insurance proceeds that will be reflected in Q3 2021 financials.

A description of our results of operations for Q2 2021 compared to Q2 2020 will be included in the Quarterly Report on Form 10-Q to be filed later this week.

Adjusted EBITDA is a non-GAAP financial measure. Reconciliations of non-GAAP financial measures used in this release are provided in the attached financial tables.

Transaction Update and Outlook

On Friday, July 30, 2021, RumbleOn announced that its stockholders approved the proposed business combination with RideNow at the Special Meeting of Stockholders. The business combination is expected to close very soon subject to the satisfaction of the remaining closing conditions.

RumbleOn is providing certain preliminary Q2 2021 financial results for RideNow and will file full financial results with the SEC in the coming days. For the second quarter of 2021, RideNow sold 13,080 units and generated $268.2 million of total revenue. Net Income was $54.5 million, which included $19 million of forgiveness of its PPP loan debt. Exclusive of the debt forgiveness, RideNow’s net income would have been $35.5 million. Adjusted EBITDA, which excludes the debt forgiveness, was $36.8 million in the quarter.

Together, the combined company will have a dominant position in a $100+ billion powersports market. The only Omnichannel platform in powersports will enable the combined company to reach more consumers in a secularly growing – yet still highly fragmented market, that is benefitting from changing consumer behavior. The transaction is expected to propel revenue growth and drive meaningful cost synergies, leading to improved monetization and margin expansion.

The Company remains very confident in its full year 2021 guidance for the combined company. Assuming a combination as of January 1, 2021, RumbleOn expects combined company revenue in a range of $1.45 billion to $1.55 billion and adjusted EBITDA in a range of $110.0 million to $115.0 million.

Given the pending business combination with RideNow, RumbleOn will not be providing standalone guidance for the third quarter.

“As we announce these outstanding results and work toward closing our transformative transaction with RideNow, we are reminded of the unexpected and sudden passing of Steve Berrard, our co-founder, CFO and dear friend. RumbleOn would not be in the position it is today without his tremendous knowledge, experience, and contributions. Steve’s legacy lives on in our work at RumbleOn. I am so proud of the entire RumbleOn team for stepping up, supporting each other, and committing to our vision each and every day and delivering another quarter of strong results,” concluded Mr. Chesrown.

Conference Call Details

RumbleOn’s management will host a conference call to discuss its financial results today, August 2, 2021 at 8:30 a.m. Eastern Time. A live and archived webcast can be accessed from RumbleOn’s Investor Relations website at https://investors.rumbleon.com. To access the conference call telephonically, callers may dial 1-877-407-9716 or 1-201-493-6779 for callers outside of the United States and entering conference ID 13721389.

About RumbleOn

Founded in 2017, RumbleOn (NASDAQ: RMBL) is an e-commerce company using innovative technology to aggregate and distribute pre-owned vehicles. RumbleOn is disrupting the pre-owned vehicle supply chain by providing dealers with technology solutions such as virtual inventory, and a 24/7 distribution platform, and consumers with an efficient, timely and transparent transaction experience, without leaving home. Whether buying, selling, trading or financing a vehicle, RumbleOn enables dealers and consumers to transact without geographic boundaries in a transparent, fast and friction free experience. For more information, please visit http://www.rumbleon.com.

Non-GAAP Financial Measures

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release. Non-GAAP financial measures for the three months ended June 30, 2021, June 30, 2020, and March 31, 2021 used in this release include: adjusted EBITDA.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP.

Adjusted EBITDA is defined as net income (loss) adjusted to add back interest expense (including debt extinguishment), depreciation and amortization, changes in derivative liability and certain recoveries, charges and expenses, such as an insurance recovery, non-cash stock-based compensation costs, acquisition related costs, litigation expenses, and other non-recurring costs, as these recoveries, charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments.

With respect to our combined 2021 financial target for adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude this non-GAAP target measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income prepared in accordance with GAAP that would be required to produce such a reconciliation.

Forward-Looking Statements

This press release may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RumbleOn, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

As of

June 30, 2021

 

As of

December 31, 2020

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

Cash

$

24,972,223

 

$

1,466,831

Restricted cash

3,049,056

 

2,049,056

Accounts receivable, net

26,955,051

 

9,407,960

Inventory

19,675,990

 

21,360,441

Prepaid expense and other current assets

4,058,905

 

3,446,225

Total current assets

78,711,225

 

37,730,513

 

 

 

 

Property and equipment, net

6,295,683

 

6,521,446

Right-of-use assets

5,007,605

 

5,689,637

Goodwill

26,886,563

 

26,886,563

Deferred finance charge

10,950,000

 

—

Other assets

221,712

 

151,076

Total assets

$

128,072,788

 

$

76,979,235

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued liabilities

$

12,821,750

 

$

12,707,448

Accrued interest payable

1,606,954

 

1,485,854

Current portion of convertible debt

415,113

 

562,502

Current portion of long-term debt

27,251,151

 

20,688,651

Total current liabilities

42,094,968

 

35,444,455

 

 

 

 

Long-term liabilities:

 

 

 

Note payable

4,691,181

 

4,691,181

Warrant liability

13,174,216

 

—

Convertible debt, net

28,079,484

 

27,166,019

Derivative liabilities

48,800

 

16,694

Operating lease liabilities and other long-term liabilities

4,022,292

 

5,090,221

Total long-term liabilities

50,015,973

 

36,964,115

 

 

 

 

Total liabilities

92,110,941

 

72,408,570

 

 

 

 

Commitments and contingencies (Notes 6, 7, 8, 11, 16)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

Class B Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020

—

 

—

Common A stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020

50

 

50

Common B stock, $0.001 par value, 4,950,000 shares authorized, 3,343,062 and 2,191,633 shares issued and outstanding as of June 30, 2021 and December 31, 2020

3,343

 

2,192

Additional paid-in capital

148,180,750

 

108,949,204

Accumulated deficit

(112,222,296)

 

(104,380,781)

Total stockholders’ equity

35,961,847

 

4,570,665

 

 

 

 

Total liabilities and stockholders’ equity

$

128,072,788

 

$

76,979,235

RumbleOn, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

Three-Months Ended June 30,

Six-Months Ended June 30,

 

2021

2020

2021

2020

Revenue:

 

 

 

 

Pre-owned vehicle sales:

 

 

 

 

Powersports

$

27,978,693

 

$

8,382,952

 

$

38,833,577

 

$

31,812,355

 

Automotive

127,286,568

 

68,294,841

 

211,357,422

 

181,927,108

 

Transportation and vehicle logistics

13,080,362

 

7,663,500

 

22,418,633

 

14,751,091

 

Total revenue

168,345,623

 

84,341,293

 

272,609,632

 

228,490,554

 

 

 

 

 

 

Cost of revenue

 

 

 

 

Powersports

21,021,492

 

7,528,810

 

28,897,883

 

28,085,447

 

Automotive

117,117,721

 

62,493,015

 

194,977,530

 

170,572,680

 

Transportation

10,695,165

 

5,862,734

 

18,044,506

 

10,950,792

 

Cost of revenue before impairment loss

148,834,378

 

75,884,559

 

241,919,919

 

209,608,919

 

Impairment loss on automotive inventory

—

 

—

 

—

 

11,738,413

 

Total cost of revenue

148,834,378

 

75,884,559

 

241,919,919

 

221,347,332

 

 

 

 

 

 

Gross profit

19,511,245

 

8,456,734

 

30,689,713

 

7,143,222

 

 

 

 

 

 

Selling, general and administrative

18,113,151

 

11,174,287

 

31,514,495

 

29,230,714

 

 

 

 

 

 

Insurance recovery

—

 

(5,615,268

)

—

 

(5,615,268

)

 

 

 

 

 

Depreciation and amortization

631,828

 

508,323

 

1,231,066

 

1,031,317

 

 

 

 

 

 

Operating income (loss)

766,266

 

2,389,392

 

(2,055,848

)

(17,503,541

)

 

 

 

 

 

Interest expense

(1,920,525

)

(1,482,408

)

(3,529,345

)

(3,699,166

)

 

 

 

 

 

Change in derivative liability

(2,235,670

)

137,488

 

(2,256,322

)

20,673

 

 

 

 

 

 

Gain on early extinguishment of debt

—

 

—

 

—

 

188,164

 

 

 

 

 

 

Loss before provision for income taxes

(3,389,929

)

1,044,472

 

(7,841,515

)

(20,993,870

)

 

 

 

 

 

Benefit for income taxes

—

 

—

 

—

 

—

 

 

 

 

 

 

Net income (loss)

$

(3,389,929

)

$

1,044,472

 

$

(7,841,515

)

$

(20,993,870

)

 

 

 

 

 

Weighted average number of common shares outstanding – basic and fully diluted

3,242,616

 

2,214,241

 

3,242,616

 

2,130,332

 

 

 

 

 

 

Net income (loss) per share – basic and fully diluted

$

(1.05

)

$

0.47

 

$

(2.42

)

$

(9.85

)

RumbleOn, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

Six-Months Ended June 30,

 

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss

$

(7,841,515

)

$

(20,993,870

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation and amortization

1,231,066

 

1,031,317

 

Amortization of debt discounts

1,150,076

 

1,051,898

 

Share based compensation

2,435,291

 

1,562,761

 

Impairment loss on inventory

—

 

11,738,413

 

Impairment loss on property and equipment

—

 

177,626

 

Loss (gain) from change in value of derivatives

2,256,322

 

(27,500

)

Gain on early extinguishment of debt

—

 

(188,164

)

Changes in operating assets and liabilities:

 

 

(Increase) decrease in prepaid expenses and other current assets

(612,680

)

79,154

 

Increase in inventory

1,684,451

 

14,154,657

 

(Increase) in accounts receivable

(17,547,091

)

(6,313,321

)

(Increase) decrease in other assets

(80,550

)

167,186

 

Decrease in accounts payable and accrued liabilities

(44,429

)

(2,732,098

)

Decrease in other liabilities

(217,250

)

—

 

Increase in accrued interest payable

121,100

 

869,800

 

Net cash (used in) provided by operating activities

(17,465,209

)

577,859

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

Purchase of property and equipment

(100,000

)

(174,786

)

Technology development

(905,305

)

(614,113

)

Net cash used in investing activities

(1,005,305

)

(788,899

)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Proceeds from notes payable

2,500,000

 

8,272,375

 

Payments on notes payable

521,744

 

—

 

Net proceeds (payments) from lines of credit

3,156,756

 

(20,627,794

)

Net Proceeds from sale of common stock

36,797,406

 

10,780,080

 

Net cash provided by financing activities

42,975,906

 

2,079,681

 

 

 

 

NET CHANGE IN CASH

24,505,392

 

1,868,641

 

 

 

 

CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD

3,515,887

 

6,726,282

 

 

 

 

CASH AND RESTRICTED CASH AT END OF PERIOD

$

28,021,279

 

$

8,594,923

 

RumbleOn, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

 

Three-Months Ended

June 30,

  

Three-Months Ended

March 31

 

2021

  

2020

  

2021

Net income (loss)

$

(3,389,929

)

 

$

1,044,472

 

 

$

(4,451,586

)

Add back:

 

 

 

 

 

Interest expense (including debt extinguishment)

1,920,525

 

 

1,482,408

 

 

1,608,820

 

Depreciation and amortization

631,828

 

 

508,322

 

 

599,240

 

Increase in derivative liability

2,235,670

 

 

(137,488

)

 

20,652

 

EBITDA

1,398,094

 

 

2,897,714

 

 

(2,222,874

)

Adjustments:

 

 

 

 

 

Insurance recovery

—

 

 

(5,615,268

)

 

—

 

Non-cash-stock-based compensation

701,275

 

 

716,391

 

 

1,026,216

 

Acquisition costs associated with the RideNow Agreement

860,048

 

 

—

 

 

1,096,653

 

Litigation expenses

81,389

 

 

607,387

 

 

88,258

 

Other non-reoccurring costs

—

 

 

51,387

 

 

32,985

 

Adjusted EBITDA

$

3,040,806

 

 

$

(1,342,389

)

 

$

21,239

 

 

Investor Relations:

The Blueshirt Group

Hilary Sumnicht

[email protected]

Source: RumbleOn, Inc

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Online Retail Aftermarket Retail Automotive General Automotive Technology Internet

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Ingersoll Rand Completes Acquisition of Maximus Solutions

Ingersoll Rand Completes Acquisition of Maximus Solutions

DAVIDSON, N.C.–(BUSINESS WIRE)–
Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, completed the Maximus Solutions acquisition in an all-cash transaction, valued at CAD$135.4 million. Using Ingersoll Rand Execution Excellence (IRX) as the catalyst to drive the transaction to a swift completion, Maximus Solutions will join the Precision and Science Technologies segment.

“We are pleased to welcome the Maximus Solutions team to the Ingersoll Rand family. The profile and characteristics of this high quality, high return on capital and highly strategic acquisition are representative of how we are driving our inorganic growth strategy,” said Vicente Reynal, chief executive officer of Ingersoll Rand. “Maximus Solutions has shown strong double digit growth over last five years, is focused on sustainable end markets that tend to grow well above GDP rates and has a strong aftermarket profile including a software as a service (SaaS) revenue stream. We anticipate it will yield a single digit post-synergy Adjusted EBITDA purchase multiple by year three of ownership.”

Maximus Solutions is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech market. The system is a centralized controller and IIoT platform, which connects to farm devices and simplifies facility management. The System tracks the state of farm infrastructure and automates tasks based on artificial intelligence (AI) logic. Based in Montreal, Canada, Maximus Solutions has approximately 100 employees and annual revenue of approximately CAD$40 million. The company has experienced greater than 30% revenue CAGR over the past five years, and is expecting strong double digit growth over the next five years. In 2021 Maximus Solutions is expected to achieve Adjusted EBITDA margins in line with current PST segment levels, and Ingersoll Rand expects to achieve meaningful margin improvement.

Godfrey & Kahn, S.C. is serving as legal counsel to Ingersoll Rand and Société d’avocats DEXAR Inc. and Varnum LLP are serving as legal counsel to Maximus Solutions.

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.

Forward-Looking Statements

This news release contains “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including but not limited to, statements that relate to the acquisition of Maximus Solutions, the expected benefits of the transaction, the timing of the transaction and the outcome of anticipated revenue and synergy opportunities. These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Such risks and uncertainties, include, but are not limited to: our ability to timely obtain, if ever, necessary regulatory approvals of the transaction; adverse effects on the market price of our common stock and on our operating results because of our inability to timely complete, if ever, the transaction; our ability to fully realize the expected benefits of the transaction; negative effects of the announcement or consummation of the transaction on the market price of our common stock; significant transaction costs and/or unknown liabilities; general economic and business conditions that may impact the companies in connection with the transaction; unanticipated expenses such as litigation or legal settlement expenses; changes in capital market conditions; the impact of the transaction on our employees, customers and suppliers; and the ability of the companies to successfully integrate operations after the transaction. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Additional factors that could cause Ingersoll Rand’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Risk Factors” in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Media:

Misty Zelent

[email protected]

Investors:

Christopher Miorin

[email protected]

KEYWORDS: United States North America Canada North Carolina

INDUSTRY KEYWORDS: Agriculture Natural Resources Other Technology Technology Software

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Global Arbitration Review Recognizes FTI Consulting and Compass Lexecon as Top 2 Firms on 2021 Expert Witness Power Index Rankings

WASHINGTON, Aug. 02, 2021 (GLOBE NEWSWIRE) — FTI Consulting, Inc. (NYSE: FCN) today announced that Global Arbitration Review (“GAR”) has recognized the Company and its Compass Lexecon subsidiary as top expert witness firms in its annual GAR 100 Expert Witness Firms’ Power Index.

FTI Consulting ranked first overall, and Compass Lexecon ranked second. FTI Consulting and Compass Lexecon had a combined 23 Thought Leaders, experts who placed in the top 2% of Who’s Who Legal research. The next closest firm had six Thought Leaders.

According to GAR’s analysis, FTI Consulting had 223 experts attend hearings between August 2018 and August 2020, almost three times the next firm. FTI Consulting had the most construction-related arbitrations of any firm, with 88. Compass Lexecon led all firms in investor-state hearings, with 39.

In a new table in the 2021 analysis, GAR reexamined the Power Index without construction-related work to determine how the lack of construction hearings would impact the rankings. Using this criteria, Compass Lexecon topped the list, and FTI Consulting ranked second.

The Power Index ranks expert witnesses by evaluating the volume and value of two years’ worth of hearings, and reputational clout based on peer-reviewed surveys from Who’s Who Legal. Data is provided by expert-witness firms.

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,400 employees located in 29 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 $2.46 billion in revenues during fiscal year 2020. In certain jurisdictions, FTI Consulting’s services are provided through distinct legal entities that are separately capitalized and independently managed. For more information, visit www.fticonsulting.com and connect with us on Twitter (@FTIConsulting), Facebook and LinkedIn.

FTI Consulting, Inc.

555 12th Street NW
Washington, DC 20004
+1.202.312.9100

Investor Contact:

Mollie Hawkes
+1.617.747.1791
[email protected]

Media Contact:

Matthew Bashalany
+1.617.897.1545
[email protected]

 



Posted on

CEMEX Joins Two World-Leading Initiatives to Achieve Carbon Neutrality

CEMEX Joins Two World-Leading Initiatives to Achieve Carbon Neutrality

  • The company signs the Business Ambition for 1.5°C commitment of the We Mean Business Coalition in partnership with the Science Based Targets initiative (“SBTi”) and the U.N. Global Compact.
  • CEMEX also joins The Race to Zero Campaign of the United Nations Framework Convention on Climate Change (“UNFCCC”).
  • CEMEX´s Future in Action program will drive the company in delivering on these global commitments.

MONTERREY, MEXICO–(BUSINESS WIRE)–
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that it has signed the Business Ambition for 1.5°C commitment led by the We Mean Business Coalition in partnership with the Science Based Targets initiative and the U.N. Global Compact. With this commitment the company has joined The Race to Zero Campaign of the UNFCCC. The decision to join these two major global alliances reflects the company’s strong commitment to climate action.

The Race to Zero Campaign was launched to mobilize net-zero commitments from cities, businesses, and investors ahead of the 26th U.N. Climate Change Conference of the Parties in November 2021 (“COP26”.) All members of the Coalition pledge to reach net-zero emissions by mid-century at the latest, in line with global efforts in limiting global warming to 1.5°C. These objectives align with the CEMEX Future in Action program to reduce its carbon footprint by delivering net-zero concrete globally by 2050.

“In the road leading up to the COP26, I am delighted to announce that we have signed the Business Ambition for 1.5°C and joined The Race to Zero Campaign. CEMEX’s commitment to Climate Action runs deeps, and we are excited to partner with prominent global organizations to deliver on this challenge. Implementing climate solutions require active collaboration between industry, governments, non-governmental organizations, and multilateral agencies, and we intend to continue to play an active role in these efforts. We encourage others to join us in this important challenge,” said Fernando A. González, CEO of CEMEX.

In addition, CEMEX submitted its new 2030 target of below 475 Kg CO2 per ton of cementitious product for validation to the Science-Based Targets initiative as part of its commitment to fulfill its ambition of carbon neutrality by 2050.

CEMEX is a global construction materials company that is building a better future through sustainable products and solutions. CEMEX is committed to achieving carbon neutrality through relentless innovation and industry-leading research and development. CEMEX is at the forefront of the circular economy in the construction value chain and is pioneering ways to increase the use of waste and residues as alternative raw materials and fuels in its operations with the use of new technologies. CEMEX offers cement, ready-mix concrete, aggregates, and urbanization solutions in growing markets around the world, powered by a multinational workforce focused on providing a superior customer experience, enabled by digital technologies. For more information, please visit: cemex.com

CEMEX assumes no obligation to update or correct the information contained in this press release. This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. CEMEX intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These forward-looking statements reflect CEMEX’s current expectations and projections about future events based on CEMEX’s knowledge of present facts and circumstances and assumptions about future events, as well as CEMEX’s current plans based on such facts and circumstances. These statements necessarily involve risks and uncertainties that could cause actual results to differ materially from CEMEX’s expectations. The content of this press release is for informational purposes only, and you should not construe any such information or other material as legal, tax, investment, financial, or other advice. CEMEX is not responsible for the content of any third-party website or webpage referenced to or accessible through this press release.

Media Relations

Jorge Pérez

+52 (81) 8259-6666

[email protected]

Analyst and Investor Relations

Alfredo Garza

+52 (81) 8888-4576

[email protected]

Analyst and Investor Relations

Fabián Orta

+52 (81) 8888-4139

[email protected]

KEYWORDS: Mexico United States Central America North America New York

INDUSTRY KEYWORDS: Commercial Building & Real Estate Urban Planning Manufacturing Construction & Property White House/Federal Government Building Systems Architecture Other Manufacturing Public Policy/Government Environment Other Construction & Property

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Immunovant Receives $200 Million Strategic Investment from Roivant Sciences

  • Proceeds will fund continued development of IMVT-1401 in multiple indications

NEW YORK, Aug. 02, 2021 (GLOBE NEWSWIRE) — Immunovant, Inc. (Nasdaq: IMVT), a clinical-stage biopharmaceutical company focused on enabling normal lives for people with autoimmune diseases, today announced that it has received a $200 million strategic investment from Roivant Sciences. Immunovant intends to use the proceeds from this investment to advance the development of IMVT-1401 in multiple indications.

Roivant has purchased 17,021,276 shares of Immunovant’s common stock at a price of $11.75 per share, which purchase has been approved by a special committee of Immunovant directors not affiliated with Roivant. This represents approximately a 15% premium to Immunovant’s 20 trading day volume weighted average price. After giving effect to the investment, Immunovant has a pro forma cash balance of approximately $600 million and Roivant has increased its ownership stake in Immunovant from 57.5% to 63.8%, based on Immunovant’s cash balance and share count as of March 31, 2021.

“We are excited to announce this significant investment by Roivant, which will expedite our development of IMVT-1401 for a wide range of autoimmune disorders,” said Dr. Pete Salzmann, Chief Executive Officer of Immunovant. “Over the next 12 months, we plan to initiate a pivotal trial for myasthenia gravis, resume our trials in WAIHA and TED and initiate at least two additional clinical studies, including another pivotal trial in 2022.”

“Roivant and Immunovant explored a range of possible transactions over the past few months, including a potential acquisition by Roivant of the minority interest in Immunovant, and ultimately agreed on this significant investment in order to support a robust development plan for IMVT-1401 and increase our stake in the company,” said Matt Gline, Chief Executive Officer of Roivant Sciences. “We are incredibly excited about the prospects for IMVT-1401, and we are eager to support Immunovant through this investment. We look forward to continuing to work closely with Dr. Salzmann and the Immunovant management team to help develop IMVT-1401 to maximize benefit for patients with high levels of unmet medical need.”

About Immunovant

Immunovant is a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. Immunovant is developing IMVT-1401, a novel, fully human anti-FcRn monoclonal antibody, as a subcutaneous injection for the treatment of autoimmune diseases mediated by pathogenic IgG antibodies. For more information, visit www.immunovant.com.

About Roivant Sciences

Roivant’s mission is to improve the delivery of healthcare to patients by treating every inefficiency as an opportunity. Roivant develops transformative medicines faster by building technologies and developing talent in creative ways, leveraging the Roivant platform to launch ‘Vants’ – nimble and focused biopharmaceutical and health technology companies. For more information, visit www.roivant.com.

Forward-Looking Statements

Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, Immunovant’s ability to expedite its development of IMVT-1401 for a wide range of autoimmune disorders; Immunovant’s plan to over the next 12 months to initiate a pivotal trial for myasthenia gravis, resume its trials in WAIHA and TED and initiate at least two additional clinical studies, including another pivotal trial in 2022; the parties’ ability to develop IMVT-1401 to maximize benefit for patients with high levels of unmet medical need; as well as Immunovant’s current expectations, plans, strategies, including plans to use the proceeds of the investment. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on Immunovant’s business, results of operations, cash flows, stock price and employees; the possibility that any of the anticipated benefits of the strategic investment from Roivant will not be realized; the outcome of any legal proceedings that may be instituted against Immunovant or its directors; the anticipated use of proceeds of the strategic investment; economic and financial market conditions generally; various risks to the price and volatility of our common stock; the amount of the costs, fees, expenses and charges related to the strategic investment, the risk that initial results or other preliminary analyses or results of early clinical trials may not be predictive final trial results or of the results of later clinical trials; the timing and availability of data from clinical trials; the timing of discussions with regulatory agencies, as well as regulatory submissions and potential approvals; the continued development of Immunovant’s product candidates, including the timing of the commencement of additional clinical trials and resumption of current trials; Immunovant’s scientific approach, clinical trial design, indication selection and general development progress; any product candidates that Immunovant develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; Immunovant’s product candidates may not be beneficial to patients, or even if approved by regulatory authorities, successfully commercialized; the risk that Immunovant’s business is heavily dependent on the successful development, regulatory approval and commercialization of its sole product candidate, IMVT-1401; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; new or changing tax laws or regulations; high costs of regulatory compliance; and the competitive impact of legislation and regulatory changes in the biopharmaceutical industry. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the Securities and Exchange Commission (the “SEC”), including our reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Immunovant and its subsidiaries to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, Immunovant disclaims any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.

Source: Immunovant

Contact:

Tom Dorney
Investor Relations
Immunovant, Inc.
[email protected]



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Kansas City Southern Comments on Preliminary Proxy Statement Filed by CP

Kansas City Southern Comments on Preliminary Proxy Statement Filed by CP

Recommends Shareholders Vote “FOR” Merger Agreement With CN

KANSAS CITY, Mo.–(BUSINESS WIRE)–
Kansas City Southern (NYSE: KSU) (“KCS”) today issued the following statement in response to Canadian Pacific Railway Limited’s (TSX: CP) (NYSE: CP) (“CP”) filing of a preliminary proxy statement on July 29, 2021 regarding the Company’s proposed combination with CN (TSX: CNR, NYSE: CNI), announced on May 21, 2021:

CP’s filing of a preliminary proxy seeking votes against the CN transaction is part of an effort to defeat a transaction that offers KCS shareholders $50 per share more than CP was willing to offer. In May, CP decided not to take advantage of its five-business-day match right, per the terms of its initial merger contract, to compete with CN’s superior proposal. Since that time, CP has consistently criticized our combination with CN. CP claims in its latest filing that it is, “ready to re-engage with KCS,” but it did not make any new proposal in its most recent filing. Nor did it commit to making one in the future, going on to say, “there can be no assurances that Canadian Pacific will make an offer or proposal to KCS.”

KCS believes that shareholders should focus on the opportunity to receive a value under the CN combination of $325 per share, compared to CP’s now terminated offer of $275 per share. We believe that CP’s recommendation to vote against our combination with CN is not in our shareholders’ interest. Shareholder approval of the CN transaction best positions KCS to deliver superior value to our shareholders as soon as possible.

We continue to recommend that our shareholders vote “FOR” the combination with CN, which has compelling benefits for all stakeholders including notably, our customers. Together with CN, we will create the premier railway for the 21st century, bringing together highly complementary networks to benefit customers, enhancing industry competition, and delivering significant value to shareholders immediately upon close of CN’s voting trust.

KCS’ definitive proxy materials can be found on the SEC’s website at www.sec.gov. The proxy materials have been mailed to all shareholders eligible to vote at the Special Meeting, which can be accessed at meetings.computershare.com/MUKQC2H.

KCS shareholders who need assistance or have questions regarding the KCS Special Meeting may contact KCS’s proxy solicitor:

If you have any questions, require assistance with voting your proxy card,

or need additional copies of proxy material, please call MacKenzie Partners

at the phone numbers listed below.

 

MacKenzie Partners, Inc.

 

1407 Broadway, 27th Floor

New York, NY 10018

 

email: [email protected]

 

(212) 929-5500 or (800) 322-2885

For more information on CN’s combination with KCS, please visit www.ConnectedContinent.com.

About Kansas City Southern

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS’ North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com

Forward-Looking Statements

Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN and KCS caution that their assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’ Operations and Business” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).

Forward-looking statements reflect information as of the date on which they are made. CN and KCS assume no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN or KCS does update any forward-looking statement, no inference should be made that CN or KCS will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No 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.

Additional Information and Where to Find It

In connection with the proposed transaction, CN has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction, and the registration statement has been declared effective. CN has filed with the SEC its prospectus and KCS has filed with the SEC its definitive proxy statement in connection with the proposed transaction, and the KCS proxy statement is being sent to the stockholders of KCS seeking their approval of the merger-related proposals. This news release is not a substitute for the registration statement, the prospectus, the proxy statement or other documents CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’ Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at [email protected].

Participants

This news release is neither a solicitation of a proxy nor a substitute for the registration statement, the prospectus, the proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants is or may be included in the registration statement, the prospectus, the proxy statement or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable.

Media

C. Doniele Carlson

KCS Corporate Communications & Community Affairs

(816) 983-1372

[email protected]

Joele Frank, Wilkinson Brimmer Katcher

Tim Lynch / Ed Trissel

(212) 355-4449

Investment Community

Ashley Thorne

Vice President

Investor Relations

(816) 983-1530

[email protected]

MacKenzie Partners, Inc.

Dan Burch / Laurie Connell

(212) 929-5748 / (212) 378-7071

[email protected]

[email protected]

KEYWORDS: United States North America Missouri

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

MEDIA:

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Titan Medical Announces Appointment of Tammy Carrea as Vice President of Quality and Regulatory Affairs

Titan Medical Announces Appointment of Tammy Carrea as Vice President of Quality and Regulatory Affairs

TORONTO–(BUSINESS WIRE)–
Titan Medical Inc. (Nasdaq:TMDI; TSX: TMD), a medical device company focused on the design and development of surgical technologies for robotic single access surgery, today announced the appointment of Tammy Carrea as Vice President of Quality and Regulatory Affairs.

“We are delighted that Tammy has joined Titan Medical’s leadership team as we advance our Enos™ robotic single access surgery system toward human clinical studies,” said David McNally, President and Chief Executive Officer. “Her proven track record in developing and implementing clinical and regulatory strategies, obtaining medical device regulatory clearances and successfully managing FDA inspections will be invaluable assets for Titan. It is my pleasure to welcome Tammy to Titan and I look forward to working with her as we progress toward submitting our application for Investigational Device Exemption for the Enos system to the FDA.”

Ms. Carrea has more than 25 years of experience in managing quality assurance and regulatory affairs activities in the medical device industry, including robotic assisted surgery. Ms. Carrea has been responsible for global submissions and registrations for Class 1, 2, and 3 medical devices including De Novo applications. Most recently, she served as Vice President, Regulatory and Clinical Affairs and Security Officer of Translational Imaging Innovations, Inc., which produced software for ophthalmology medical imaging and cloud data management to enable AI algorithm development. Ms. Carrea holds a Bachelor of Science Degree in Materials Science and Engineering from North Carolina State University, and a Master of Science Degree in Quality and Regulatory Affairs from Temple University, with a concentration in medical devices and clinical research.

“I am thrilled to join Titan’s impressive leadership team during such a pivotal time in the company’s evolution. I look forward to applying my background and experience to help the company to realize its vision for commercializing its Enos robotic single access surgical system for the benefit of patients, while enhancing the surgical experience for surgeons and hospital staff,” said Ms. Carrea.

Curtis Jensen, Titan’s Vice President of Quality and Regulatory Affairs since April 2017, leaves the Company to pursue other opportunities in the medical device industry. “We thank Curtis for his contributions to the development program for the Enos system. Curtis commuted a long distance to Chapel Hill while the Company established a team to advance the development of the Enos system. We wish Curtis the best in his future endeavors,” said David McNally.

About Titan Medical

Titan Medical Inc. (Nasdaq: TMDI; TSX: TMD), a medical device company headquartered in Toronto, Ontario and with R&D facilities in Chapel Hill, North Carolina, is focused on enhancing robotic assisted surgery using innovative technology through a single access point. The Enos™ robotic single access surgical system is being developed with an ergonomic focus to provide a surgical experience that imitates real-life movements that surgeons demand and includes multi-articulating instruments designed to allow surgeons an increased range of motion in a confined space, with dexterity and the ability to exert the forces necessary to complete common surgical tasks. With the Enos system, Titan intends to initially pursue gynecologic surgical indications.

Certain aspects of Titan’s robotic assisted surgical technologies and related intellectual property have been licensed to Medtronic plc, while retaining world-wide rights to commercialize the technologies for use with the Enos system.

Enos™ is a trademark of Titan Medical Inc.

For more information, visit www.titanmedicalinc.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of the Company’s future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements, including, without limitation, references to: the Company’s progress toward submitting an application for Investigational Device Exemption for the Enos system to the FDA; the Company’s focus on the design and development of surgical technologies for robotic single access surgery; the Enos system is being developed with dual 3D and 2D high-definition vision systems, multi-articulating instruments and an ergonomic surgeon workstation; and that Titan intends to initially pursue gynecologic surgical indications. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the “Risk Factors” section of the Company’s Annual Information Form and Form 40-F for the fiscal year ended December 31, 2020 (which may be viewed at www.sedar.com and at www.sec.gov). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Kristen Galfetti

Vice President, Investor Relations & Corporate Communications

+1-781-869-2553

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Hospitals Health Surgery Medical Devices

MEDIA:

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AJAX I and Cazoo Announce Second Quarter Fiscal 2021 Preliminary Results for Cazoo

AJAX I and Cazoo Announce Second Quarter Fiscal 2021 Preliminary Results for Cazoo

Record performance with 10,692 Vehicles Sold and YoY Revenue increase of 600%+ in Q2

LONDON & NEW YORK–(BUSINESS WIRE)–
AJAX I (“AJAX”) (NYSE: AJAX), a publicly-traded special purpose acquisition company (“SPAC”), today announced that its merger partner, Cazoo Holdings Limited (“Cazoo” or “the Company”), the UK’s leading online car retailer which makes buying a car as seamless as purchasing any other product online, has announced preliminary financial results for its second quarter ended June 30, 2021.

Summary Results

 

Q2 2021

(unaudited)

Q2 2020

(unaudited)

Change

(%)

Vehicles Sold

10,692

2,022

8,670 (+429%)

Revenue (£m)

~141

20

121 (+605%)

Retail Gross Profit per Unit (£)1

~460

(429)

889 (n/a)

Gross Profit (£m)

~8

(1)

9

Gross Margin (%)

~5%

(4%)

+9%pts

1Retail Gross Profit per Unit derived from retail revenues and ancillary revenues, divided by retail units sold (net of returns)

Q2 2021 Financial highlights

  • Vehicles sold up 429% to 10,692 in Q2 as the Company’s rapid growth trajectory continued
  • Revenue increased ~605% to ~£141 million driven by significant retail sales growth in UK
  • Retail GPU at ~£460 through improved buying mix, stock turn & higher ancillary revenues
  • Gross profit positive at £8 million & margin improved to ~5% due to operational efficiencies

Q2 2021 Strategic highlights

  • Business combination with AJAX on NYSE for $7.0 billion on track to complete in Q3 2021
  • Brought refurbishment in-house giving full control of refurbishment and logistics operations
  • Began buying and reconditioning cars in Germany & France ahead of launch later this year
  • Launched new car subscription service in UK offering all-inclusive single monthly payment

Alex Chesterman OBE, Founder & CEO of Cazoo, commented, “Our rapid growth trajectory continued in Q2 with record revenues of around £141 million, up 605% year on year, as consumers embraced the selection, transparency and convenience of buying cars entirely online. Our gross profit per unit increased substantially during the quarter, up from £143 in Q1 to around £460 per unit in Q2, as a result of the continued improvements we made across our buying and operations. We remain on track to achieve revenues approaching $1 billion in 2021 and expect operational efficiencies to continue to drive further gross margin improvements.

“During the quarter, we brought our vehicle refurbishment in-house and now have 5 vehicle preparation centres in operation across the UK, giving us a significant infrastructure advantage and complete control of our extensive UK-wide reconditioning and logistics operations. We also launched our new car subscription service, now offering consumers both new and used cars with the option to purchase, finance or subscribe, all entirely online. We continue to be very excited about our launch into mainland Europe later this year and have started buying and reconditioning cars and started to significantly build out our teams on the ground in both France and Germany and will accelerate our investment and rollout plans if we believe it is right to do so.

“Since the end of the quarter we have begun purchasing cars directly from consumers outside of part-exchanges as well as having started to charge for home delivery and both launches have gone well and exceeded our expectations. On July 26, 2021 we received confirmation from the U.S. Securities and Exchange Commission that the registration statement on Form F-4 relating to the proposed Business Combination with AJAX has been declared effective with a date of August 18, 2021 now set for the AJAX annual general meeting to approve the Business Combination. It is expected that closing will take place in the last week of August.

“We now have over 2,250 customer-obsessed staff, fully focused on delivering the best and most comprehensive car buying experience to consumers across the UK and Europe. Our strong performance is a result of the hard work and dedication of everyone at Cazoo, and I would like to thank the entire team for this superb performance despite the COVID restrictions experienced during this period.”

Dan Och, Founder of AJAX, said, “We are delighted with Cazoo’s record performance over the past two quarters. The team have had another great quarter and this once again confirms the significant opportunity that lies ahead for the business as they continue to grow at pace and drive to increase digital share in the $700 billion European market, which we believe will create compelling shareholder value.”

Cautionary Statement Regarding Preliminary Results

The Company’s results for the fiscal quarter ended June 30, 2021 are preliminary, unaudited and subject to the finalization and closing of the Company’s second quarter review and should not be viewed as a substitute for full quarter financial statements prepared in accordance with IFRS. In addition, these preliminary results are not a comprehensive statement of the Company’s financial results for the quarter ended June 30, 2021. The Company cautions you that these preliminary results are not guarantees of future performance or outcomes, and that actual results may differ materially from these described above.

About Cazoo – www.cazoo.co.uk

Cazoo’s mission is to transform the car buying experience for consumers across the UK and Europe by providing better selection, quality, transparency, convenience, flexibility and peace of mind. Cazoo aims to make buying a car no different to any other product online today, where consumers can simply and seamlessly purchase, finance or subscribe to a car entirely online for either delivery or collection, in as little as 72 hours. Cazoo was founded in 2018 by serial entrepreneur Alex Chesterman OBE, has a highly experienced management team and is backed by some of the leading global technology investors.

About AJAX – www.ajaxcap.com

AJAX is a blank check company whose purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. AJAX was founded by renowned US investor Dan Och in partnership with Glenn Fuhrman and strategic advisors including Steve Ells (founder, Chipotle), Jim McKelvey (co-founder, Square), Kevin Systrom (co-founder, Instagram) and Anne Wojcicki (co-founder, 23andMe).

Additional information and Where to Find It

This communication relates to a proposed business combination among Cazoo, AJAX and Capri Listco (“Listco”). In connection with the proposed business combination Listco has filed a registration statement on Form F-4 that includes a proxy statement of AJAX in connection with AJAX’s solicitation of proxies for the vote by AJAX’s shareholders with respect to the proposed business combination and a prospectus of Listco, which has become effective. The proxy statement/prospectus will be sent to all AJAX shareholders and Listco and AJAX will also file other documents regarding the proposed business combination with the SEC. This communication does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination because they contain important information about the proposed transaction.

Investors and security holders may obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AJAX and Listco through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AJAX may be obtained free of charge from AJAX’s website at https://ajaxcap.com or by written request to AJAX at 667 Madison Avenue, New York, NY 10065 and documents filed by Cazoo may be obtained free of charge from Cazoo’s website at https://www.cazoo.co.uk or by written request to Cazoo at 41-43 Chalton St, Somers Town, London NW1 1JD, United Kingdom.

Participants in Solicitation

AJAX, Listco and Cazoo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from AJAX’s shareholders with respect to the proposed business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement/prospectus. Information regarding the directors and executive officers of Ajax is contained in Ajax’s Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on May 7, 2021. These filings are available free of charge at the SEC’s web site at www.sec.gov. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Cazoo and the markets in which it operates, and Cazoo’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against AJAX, Cazoo, Listco or others following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of AJAX, to obtain financing to complete the proposed business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the proposed business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed business combination; (5) the ability to meet stock exchange listing standards following the consummation of proposed business combination; (6) the risk that the proposed business combination disrupts current plans and operations of AJAX or Cazoo as a result of the announcement and consummation of the proposed business combination; (7) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the proposed business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the proposed business combination; (10) the possibility that AJAX, Cazoo or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on Cazoo’s business and/or the ability of the parties to complete the proposed business combination; (12) Cazoo’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; and (13) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the registration statement on Form F-4 and the proxy statement/prospectus included therein. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AJAX’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by AJAX and Listco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cazoo, AJAX and Listco assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Cazoo, AJAX or Listco gives any assurance that any of Cazoo, AJAX or Listco will achieve its expectations.

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. Any financial and capitalization information or projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of AJAX, Listco and Cazoo. While such information and projections are necessarily speculative, AJAX, Listco and Cazoo believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this communication should not be regarded as an indication that AJAX, Listco or Cazoo, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future event.

Investor Relations:

Cazoo: Robert Berg, Director of Investor Relations and Corporate Finance, [email protected]

ICR: [email protected]

Media:

Cazoo: Lawrence Hall, Group Communications Director, [email protected]

Brunswick: Chris Blundell/Simone Selzer +44 20 7404 5959 / [email protected]

AJAX:

Gagnier Communications, Dan Gagnier/Jeff Mathews +1 646-569-5897 / [email protected]

KEYWORDS: Europe United States United Kingdom North America New York

INDUSTRY KEYWORDS: Technology Aftermarket Other Retail Automotive General Automotive Specialty Software Data Management Retail Online Retail

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