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Xenon Pharmaceuticals Announces Pricing of $100.0 Million Public Offering

BURNABY, British Columbia, March 09, 2021 (GLOBE NEWSWIRE) — Xenon Pharmaceuticals Inc. (Nasdaq:XENE), a clinical stage biopharmaceutical company, today announced the pricing of its underwritten public offering of 4,324,325 common shares and, in lieu of common shares to a certain investor, pre-funded warrants to purchase up to 1,081,081 common shares pursuant to its existing shelf registration statement. The common shares are being offered at a public offering price of $18.50 per common share and the pre-funded warrants are being offered at a price of $18.4999 per pre-funded warrant. The gross proceeds to Xenon from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Xenon, are expected to be approximately $100.0 million. In addition, Xenon has granted to the underwriters of the offering an option for a period of 30 days to purchase up to an additional 810,810 common shares at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about March 12, 2021, subject to customary closing conditions.

Jefferies, Stifel, and William Blair are acting as joint book-running managers for the offering. Needham & Company and Wedbush PacGrow are acting as co-managers for the offering.

A shelf registration statement relating to the common shares offered in the public offering described above was filed with the Securities and Exchange Commission (SEC) on June 3, 2020 and declared effective by the SEC on June 12, 2020. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by email at [email protected], or by phone at (877) 821-7388; from Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, California 94104, Attn: Syndicate, or by phone at (415) 364-2720 or by email at [email protected]; or from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, telephone: 1-800-621-0687, or by email: [email protected].

No securities are being offered or sold, directly or indirectly, in Canada or to any resident of Canada.

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


Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and Canadian securities laws. These forward-looking statements are not based on historical fact and include statements regarding the anticipated closing of the public offering. These forward-looking statements are based on current assumptions that involve risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, as well as the other risks identified in our filings with the SEC and the securities commissions in British Columbia, Alberta and Ontario. These forward-looking statements speak only as of the date hereof and we assume no obligation to update these forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

Xenon Investor/Media Contact:
Jodi Regts
Xenon Pharmaceuticals Inc.
Phone: 604.484.3353
Email: [email protected]



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Avid Bioservices, Inc. Announces Pricing of $125 Million Offering of Exchangeable Senior Notes

TUSTIN, Calif., March 10, 2021 (GLOBE NEWSWIRE) — Avid Bioservices, Inc. (NASDAQ:CDMO) (NASDAQ:CDMOP) (the “company”), a dedicated biologics contract development and manufacturing organization (CDMO) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced that its wholly-owned subsidiary, Avid SPV, LLC (the “Issuer”), has priced its sale of $125 million aggregate principal amount of exchangeable senior notes due 2026 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on March 12, 2021, subject to customary closing conditions. The Issuer also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $18.75 million aggregate principal amount of the notes.

The notes will be senior, unsecured obligations of the Issuer, will be fully and unconditionally guaranteed by the company on a senior, unsecured basis, and will accrue interest at a rate of 1.250% per annum payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The notes will mature on March 15, 2026, unless earlier repurchased, redeemed or exchanged. Before September 15, 2025, noteholders will have the right to exchange their notes only upon the occurrence of certain events. From and after September 15, 2025, noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes. The notes will be settled in cash, shares of the company’s common stock or a combination of cash and shares of the company’s common stock, at the Issuer’s election.

The initial exchange rate is 47.1403 shares of the company’s common stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $21.21 per share of the company’s common stock). The initial exchange price represents a premium of approximately 32.5% over the last reported sale price of $16.01 per share of the company’s common stock on March 9, 2021. The exchange rate and exchange price of the notes will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part, for cash at the Issuer’s option at any time, and from time to time, on or after March 20, 2024 if the last reported sale price of the company’s common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption at a redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then noteholders may require the Issuer to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The net proceeds from the offering are estimated to be approximately $120.6 million (or approximately $138.7 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Issuer expects to make an intercompany loan to the company of all of the net proceeds from this offering. The company intends to use approximately $11.2 million of such loan to pay the cost of the capped call transactions described below, and to use up to approximately $41.3 million of such loan to redeem all of the company’s outstanding 10.50% Series E Convertible Preferred Stock (assuming such redemption occurs on April 10, 2021, all such shares remain outstanding through such date and none of such shares are converted into the company’s common stock prior to such redemption). The company intends to use the remaining net proceeds for working capital and other general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, the Issuer expects to make an intercompany loan to the company of all of the net proceeds from the sale of additional notes, which the company intends to use to pay the cost of additional capped call transactions and for working capital and other general corporate purposes. The company may also use a portion of such loans for the acquisition of, or investment in, technologies, solutions or businesses that complement the company’s business, although it has no commitments to enter into any such acquisitions or investments at this time.

In connection with the pricing of the notes, the company entered into privately negotiated capped call transactions with the initial purchasers or their affiliates (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of the company’s common stock that initially underlie the notes. The capped call transactions are expected to reduce or offset the potential dilution of the company’s common stock as a result of any exchange of the notes and/or offset any potential cash payments the Issuer is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, the company expects to enter into additional capped call transactions with the option counterparties. The cap price of the capped call transactions will initially be approximately $28.02 per share of the company’s common stock, which represents a premium of approximately 75.0% over the last reported sale price of the company’s common stock of $16.01 per share on March 9, 2021, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates may purchase shares of the company’s common stock and/or enter into various derivative transactions with respect to the company’s common stock concurrently with, or shortly after, the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of the company’s common stock or the notes at that time.

In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the company’s common stock and/or purchasing or selling the company’s common stock or other securities in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the notes). This activity could also cause or avoid an increase or decrease in the market price of the company’s common stock or the notes, which could affect the ability of noteholders to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares of the company’s common stock and value of the consideration that holders of the notes will receive upon exchange of the notes.

Neither the notes, nor any shares of the company’s common stock potentially issuable upon exchange of the notes, have been, nor will be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

About
Avid Bioservices, Inc.


Avid Bioservices, Inc. is a dedicated contract development and manufacturing organization (CDMO) focused on development and CGMP manufacturing of biopharmaceutical drug substances derived from mammalian cell culture. The company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With 28 years of experience producing monoclonal antibodies and recombinant proteins, the company’s services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs, the company provides a variety of process development activities, including upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of the company’s services ranges from standalone process development projects to full development and manufacturing programs through commercialization.

Forward-Looking Statements

Statements in this press release which are not purely historical, including statements regarding the company’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the proposed transaction, the intended use of the net proceeds from the transaction and the timing of settlement of the transaction, and involve risks and uncertainties. The company’s business could be affected by a number of other factors, including the risk factors listed from time to time in the company’s reports filed with the Securities and Exchange Commission including, but not limited to, the company’s annual report on Form 10-K for the fiscal year ended April 30, 2020 and subsequent quarterly reports on Form 10-Q, as well as any updates to these risk factors filed from time to time in the company’s other filings with the Securities and Exchange Commission. The company cautions investors not to place undue reliance on the forward-looking statements contained in this press release, and the company disclaims any obligation, and do not undertake, to update or revise any forward-looking statements in this press release except as may be required by law. 



Contacts:
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
[email protected]
 
Tim Brons (Media)
Vida Strategic Partners
415-675-7402
[email protected]

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Aegion Corporation Reports 2020 Fourth Quarter and Full Year Financial Results

ST. LOUIS, March 10, 2021 (GLOBE NEWSWIRE) — Aegion Corporation (NASDAQ:AEGN), a leading provider of infrastructure maintenance, rehabilitation and protection solutions, today announced financial results for the fourth quarter and full year ended December 31, 2020.

Fourth Quarter and Full Year 2020 Financial Highlights

  • Q4’20 earnings per diluted share from continuing operations were $0.26 compared to a loss per diluted share of $0.50 in Q4’19. Q4’20 adjusted (non-GAAP)1 earnings per diluted share from continuing operations were $0.31 compared to $0.32 in Q4’19.
  • FY’20 earnings per diluted share from continuing operations were $0.75 compared to a loss per diluted share of $0.82 in FY’19. FY’20 adjusted (non-GAAP)1 earnings per diluted share from continuing operations were $1.05 compared to $1.02 in FY’19.
  • FY’20 revenues from continuing operations were $808 million. The core Insituform North America business grew revenues by 6% year over year, helping to offset declines primarily related to business exits as well as COVID-related project deferrals on larger international coating projects.
  • FY’20 adjusted1 gross profit margins from continuing operations were 24.6%, increasing 70 basis points from the prior year, primarily driven by improved profitability in the North America Insituform and Corrpro businesses.
  • FY’20 adjusted1 operating expenses from continuing operations declined 11% as a result of cost reductions across both operating segments and corporate spending.
  • FY’20 adjusted1 operating income from continuing operations of $57 million increased 7% year over year, driven by a 100 basis-point increase in adjusted operating margins.
  • Full-year operating cash flows of $111 million were 40% higher than the prior year, enabling $56 million of debt paydown.


1 

Adjusted (non-GAAP) results exclude certain charges related to the Company’s restructuring activities, divestiture-related activities, impairment of assets held for sale, project warranty accruals, credit facility amendment fees and impacts from the Tax Cuts and Jobs Act. Reconciliation of adjusted results is included below.

“Our improved performance from continuing operations in the face of unprecedented market disruption demonstrates the resiliency and commitment of our employees globally as well as the critical need for our products and services,” said Charles R. Gordon, Aegion President and Chief Executive Officer.

“It’s also a testament to the strength of our cornerstone Insituform business, which celebrates 50 years of market leadership this year and continues to be an innovator and thought leader in the trenchless municipal pipeline rehabilitation market. As we move forward, we are continuing to advance our strategy of providing differentiated pipeline rehabilitation and protection technologies for the benefit of public health and the environment.”

Energy Services Segment Planned Divestiture

In December 2020, the Company’s board of directors approved a plan to sell its Energy Services segment. As a result, the operating results of the former Energy Services segment are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the quarters and years ended December 31, 2020 and 2019, respectively.

New Mountain Transaction

On February 16, 2021, the Company announced that it had entered into a definitive merger agreement to be acquired by affiliates of New Mountain Capital, L.L.C., a leading growth-oriented investment firm headquartered in New York, in an all-cash transaction valued at approximately $963 million that will result in Aegion becoming a private company. Under the terms of the merger agreement, Aegion stockholders will receive $26.00 per share in cash, less any applicable withholding taxes, upon completion of the transaction. The transaction is expected to close in the second quarter of 2021 and is subject to Aegion stockholder approval, regulatory approvals and other customer closing conditions.

In light of the proposed transaction, Aegion will not host a conference call to discuss earnings results or be providing a financial outlook.

Additional information on Aegion’s 2020 full year financial results can be found in the Form 10-K once it has been filed with the Securities and Exchange Commission.

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

  Quarters Ended December 31,   Years Ended December 31,
  2020   2019   2020   2019
Revenues $ 205,481     $ 224,822     $ 807,764     $ 885,887  
Cost of revenues   153,877       171,644       611,305       680,886  
Gross profit   51,604       53,178       196,459       205,001  
Operating expenses   36,184       43,896       147,523       168,778  
Impairment of assets held for sale   830       11,481       172       23,427  
Acquisition and divestiture expenses   1,425       616       3,614       3,375  
Restructuring and related charges   298       2,807       4,162       8,188  
Operating income (loss)   12,867       (5,622 )     40,988       1,233  
Other income (expense):                              
Interest expense   (2,729 )     (2,742 )     (12,483 )     (11,358 )
Interest income   424       224       1,125       1,038  
Other   (1,197 )     (3,968 )     437       (10,893 )
Total other expense   (3,502 )     (6,486 )     (10,921 )     (21,213 )
Income (loss) before taxes (benefit)   9,365       (12,108 )     30,067       (19,980 )
Taxes (benefit) on income (loss)   716       2,324       5,267       4,010  
Income (loss) from continuing operations   8,649       (14,432 )     24,800       (23,990 )
Income (loss) from discontinued operations   (13,804 )     773       (55,156 )     4,542  
Net loss   (5,155 )     (13,659 )     (30,356 )     (19,448 )
Non-controlling interests income   (456 )     (902 )     (1,505 )     (1,444 )
Net loss attributable to Aegion Corporation $ (5,611 )   $ (14,561 )   $ (31,861 )   $ (20,892 )
                               
Earnings (loss) per share attributable to Aegion Corporation:                              
Basic:                              
Income (loss) from continuing operations $ 0.27     $ (0.50 )   $ 0.76     $ (0.82 )
Income (loss) from discontinued operations   (0.45 )     0.03       (1.80 )     0.15  
Net loss $ (0.18 )   $ (0.47 )   $ (1.04 )   $ (0.67 )
Diluted:                              
Income (loss) from continuing operations $ 0.26     $ (0.50 )   $ 0.75     $ (0.82 )
Income (loss) from discontinued operations   (0.44 )     0.03       (1.77 )     0.15  
Net loss $ (0.18 )   $ (0.47 )   $ (1.02 )   $ (0.67 )

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)

    December 31,  
    2020     2019  
Assets                
Current assets                
Cash and cash equivalents   $ 94,848     $ 64,874  
Restricted cash     765       1,348  
Receivables, net of allowances of $4,004 and $6,404, respectively     133,394       153,484  
Retainage     32,807       33,103  
Contract assets     44,026       42,973  
Inventories     44,889       57,193  
Prepaid expenses and other current assets     33,675       31,329  
Assets held for sale     92,850       168,799  
Total current assets     477,254       553,103  
Property, plant & equipment, less accumulated depreciation     92,900       94,886  
Other assets                
Goodwill     210,665       208,858  
Intangible assets, less accumulated amortization     58,869       67,875  
Operating lease assets     52,421       60,246  
Deferred income tax assets     448       1,216  
Other non-current assets     8,890       9,329  
Total other assets     331,293       347,524  
Total Assets   $ 901,447     $ 995,513  
                 
Liabilities and Equity                
Current liabilities                
Accounts payable   $ 51,469     $ 54,100  
Accrued expenses     59,664       67,852  
Operating lease liabilities     14,147       14,204  
Contract liabilities     37,569       37,517  
Current maturities of long-term debt     25,811       32,803  
Liabilities held for sale     36,148       37,900  
Total current liabilities     224,808       244,376  
Long-term debt, less current maturities     193,988       243,629  
Other liabilities                
Operating lease liabilities     38,724       46,059  
Deferred income tax liabilities     10,344       11,254  
Other non-current liabilities     25,218       15,102  
Total other liabilities     74,286       72,415  
Total liabilities     493,082       560,420  
                 
Equity                
Preferred stock, undesignated, $.10 par – shares authorized 2,000,000; none outstanding     —       —  
Common stock, $.01 par – shares authorized 125,000,000; shares issued and outstanding 30,640,150 and 30,715,959, respectively     306       307  
Additional paid-in capital     102,001       101,148  
Retained earnings     327,137       358,998  
Accumulated other comprehensive loss     (29,847 )     (32,694 )
Total stockholders’ equity     399,597       427,759  
Non-controlling interests     8,768       7,334  
Total equity     408,365       435,093  
Total Liabilities and Equity   $ 901,447     $ 995,513  

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

    Years Ended December 31,  
    2020     2019     2018  

Cash flows from operating activities:
 		                       
Net income (loss)   $ (30,356 )   $ (19,448 )   $ 3,087  
(Income) loss from discontinued operations     55,156       (4,542 )     (5,859 )
      24,800       (23,990 )     (2,772 )
Adjustments to reconcile to net cash provided by operating activities:                        
Depreciation and amortization     28,702       28,673       30,744  
(Gain) loss on sale of fixed assets     (349 )     (662 )     177  
Equity-based compensation expense     9,919       7,751       7,838  
Deferred income taxes     (1,001 )     3,146       (648 )
Non-cash restructuring charges     1,202       12,717       13,814  
Goodwill impairment     —       —       1,389  
Definite-lived intangible asset impairment     —       —       2,169  
Impairment of assets held for sale     1,259       23,427       —  
(Gain) loss on sale of businesses     (14 )     —       7,048  
Loss on foreign currency transactions     844       503       623  
Other     457       (744 )     733  
Changes in operating assets and liabilities:                        
Receivables net, retainage and contract assets     22,454       7,549       8,202  
Inventories     9,999       (3,413 )     2,306  
Prepaid expenses and other assets     (2,481 )      4,642       1,866  
Accounts payable, accrued expenses and operating lease liabilities     (10,313 )     (5,755 )     (6,324 )
Contract liabilities     (289 )     5,302       (22,728 )
Other operating     6,997       763       290  
Net cash provided by operating activities of continuing operations     92,186       59,909       44,727  
Net cash provided by (used in) operating activities of discontinued operations     18,529       18,905       (5,058 )
Net cash provided by operating activities     110,715       78,814       39,669  
                         

Cash flows from investing activities:
 		                       
Capital expenditures     (16,559 )     (25,335 )     (27,461 )
Proceeds from sale of fixed assets     1,565       1,332       3,014  
Patent expenditures     (299 )     (293 )     (299 )
Sale of businesses, net of cash disposed     3,602       —       37,942  
Other acquisition activity     —       —       (6,000 )
Net cash provided by (used in) investing activities of continuing operations     (11,691 )     (24,296 )     7,196  
Net cash used in investing activities of discontinued operations     (2,972 )     (3,430 )     (6,031 )
Net cash provided by (used in) investing activities     (14,663 )     (27,726 )     1,165  
                         

Cash flows from financing activities:
 		                       
Proceeds from issuance of common stock upon stock option exercises     —       956       —  
Repurchase of common stock     (9,071 )     (30,393 )     (25,775 )
Investments from non-controlling interest     131       —       —  
Distributions to non-controlling interests     (153 )     (1,609 )     —  
Credit facility amendment fees     (1,995 )     —       (1,657 )
Proceeds from (payments on) notes payable, net     —       (273 )     234  
Payments on line of credit, net     (24,000 )     (7,000 )     (7,000 )
Principal payments on long-term debt     (32,033 )     (28,438 )     (26,250 )
Net cash used in financing activities     (67,121 )     (66,757 )     (60,448 )
Effect of exchange rate changes on cash     460       (2,995 )     (4,045 )
Net increase (decrease) in cash, cash equivalents and restricted cash for the year   29,391       (18,664 )     (23,659 )
Cash, cash equivalents and restricted cash, beginning of year     66,222       84,886       108,545  
Cash, cash equivalents and restricted cash, end of year   $ 95,613     $ 66,222     $ 84,886  

Statement of Operations Reconciliation

(Unaudited)  (Non-GAAP)

For the Quarter Ended December 31, 2020

(in thousands, except earnings per share) Gross
Profit		 Operating
Expenses		 Operating
Income		 Income
Before
Taxes		 Taxes on
Income		 Income
from
Continuing
Operations		 Diluted
Earnings per
Share from
Continuing
Operations
As Reported (GAAP) $       51,604   $      36,184   $      12,867 $       9,365 $           716 $        8,649 $          0.26
Items Affecting Comparability:              
Restructuring Charges(1)                 (53 )           (1,838 )            2,083           2,999            1,815            1,184              0.04
Divestiture Related Expenses(2)                   —                    —              2,255           2,350            1,924               426              0.01
Credit Facility Fees(3)                   —                    —                   —                19                   5                 14                 —
As Adjusted (Non-GAAP) $       51,551   $      34,346   $      17,205 $     14,733 $        4,460 $      10,273 $          0.31

(1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring credits for cost of revenues of $53 primarily related to inventory recoveries; (ii) pre-tax restructuring charges for operating expenses of $1,838 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $298 related to employee severance, extension of benefits, employment assistance programs and early contract termination costs; and (iv) pre-tax restructuring charges for other expense of $916 related to the release of cumulative currency translation adjustments and net losses on disposal of certain restructured operations.

(2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $830 related to the impairment of held for sale assets (parcels of land located near the Company’s corporate headquarters, net of recoveries of previously reserved customer receivables in our held for sale operations); and (ii) pre-tax charges of $1,425 incurred primarily in connection with the Company’s planned divestiture of its held for sale operations.

(3) Includes pre-tax non-GAAP adjustments of $19 related to certain out-of-pocket expenses associated with amending the Company’s credit facility.

For the Quarter Ended December 31, 2019

(in thousands, except earnings per share) Gross
Profit		 Operating
Expenses		 Operating
Income (Loss)		 Income (Loss)
Before
Taxes		 Taxes
(Benefit) on
Income (Loss)		 Income (Loss)
from
Continuing
Operations		 Diluted
Earnings
(Loss) per
Share from
Continuing
Operations
As Reported (GAAP) $       53,178 $      43,896   $       (5,622 ) $    (12,108 ) $        2,324   $     (14,432 ) $          (0.50 )
Items Affecting Comparability:              
Restructuring Charges(1)             1,901           (4,394 )            9,102           12,870                (595 )          13,465                 0.44  
Divestiture Related Expenses(2)                   —                  —            12,097           12,097                 115            11,982                 0.38  
As Adjusted (Non-GAAP) $       55,079 $      39,502   $      15,577   $     12,859   $        1,844   $      11,015   $           0.32  

(1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $1,901 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $4,394 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $2,807 related to employee severance, extension of benefits, employment assistance programs and early contract termination costs; and (iv) pre-tax restructuring charges for other expense of $3,768 related to the release of cumulative currency translation adjustments and net losses on disposal of certain restructured operations.

(2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $11,481 related to the impairment of held for sale assets (CIPP operations in Spain and the Netherlands and parcels of land located near the Company’s corporate headquarters); and (ii) pre-tax charges of $616 incurred primarily in connection with the Company’s divestitures of its held for sale operations.

Statement of Operations Reconciliation

(Unaudited)  (Non-GAAP)

For the Year Ended December 31, 2020

(in thousands, except earnings per share) Gross
Profit		 Operating
Expenses		 Operating
Income		 Income
Before
Taxes		 Taxes on
Income		 Income
from
Continuing
Operations		 Diluted
Earnings per
Share from
Continuing
Operations
As Reported (GAAP) $     196,459 $    147,523   $      40,988 $     30,067 $        5,267 $      24,800 $           0.75
Items Affecting Comparability:              
Restructuring Charges(1)             2,021           (5,950 )          12,133         11,279            3,297            7,982               0.24
Divestiture Related Expenses(2)                   —                  —              3,786           3,772            2,212            1,560               0.05
Credit Facility Fees(3)                   —                  —                   —              688               150               538               0.01
As Adjusted (Non-GAAP) $     198,480 $    141,573   $      56,907 $     45,806 $      10,926 $      34,880 $           1.05

(1)  Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $2,021 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $5,950 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $4,162 related to employee severance, extension of benefits, employment assistance programs and early contract termination costs; and (iv) other income of $854 related to the release of cumulative currency translation adjustments and net gains on disposal of certain restructured operations.

(2)  Includes the following non-GAAP adjustments: (i) pre-tax charges of $172 related to the impairment of held for sale assets (parcels of land located near the Company’s corporate headquarters, net of recoveries of previously reserved customer receivables in our held for sale operations); and (ii) pre-tax charges of $3,614 incurred primarily in connection with the Company’s planned divestiture of its held for sale operations.

(3)  Includes pre-tax non-GAAP adjustments of $688 related to certain out-of-pocket expenses and acceleration of certain unamortized fees associated with amending the Company’s credit facility.

For the Year Ended December 31, 2019

(in thousands, except earnings per share) Gross
Profit		 Operating
Expenses		 Operating
Income		 Income (Loss)
Before
Taxes		 Taxes on
Income (Loss)		 Income (Loss)
from
Continuing
Operations		 Diluted
Earnings
(Loss) per
Share from
Continuing
Operations
As Reported (GAAP) $     205,001 $    168,778   $        1,233 $    (19,980 ) $        4,010 $     (23,990 ) $          (0.82 )
Items Affecting Comparability:              
Restructuring Charges(1)             2,338           (9,924 )          20,450         30,680              2,219          28,461                 0.91  
Divestiture Related Expenses(2)                   —                  —            26,802         26,802                 702          26,100                 0.83  
Warranty Accrual(3)             4,429                  —              4,429           4,429              1,169            3,260                 0.10  
Tax Cuts and Jobs Act(4)                   —                (63 )                 63                63                   17                 46                    —  
As Adjusted (Non-GAAP) $     211,768 $    158,791   $      52,977 $     41,994   $        8,117 $      33,877   $           1.02  

(1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $2,338 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $9,924 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $8,188 related to employee severance, extension of net benefits, employment assistance programs and early lease and contract termination costs; (iv) pre-tax restructuring charges for other expense of $10,230 related to the release of cumulative currency translation adjustments and losses on disposal of certain restructured operations.

(2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $23,427 related to the impairment of held for sale assets (CIPP operations in Australia, Spain and the Netherlands, Corrpower, United Mexico and parcels of land located near the Company’s corporate headquarters); and (ii) pre-tax charges of $3,375 incurred primarily in connection with the Company’s divestitures of its held for sale operations.

(3) Includes non-GAAP adjustments for estimated project remediation charges related to a cured-in-place pipe project in the North American operations of Infrastructure Solutions.

(4) Includes non-GAAP adjustments related to professional fees resulting from the Tax Cuts and Jobs Act.

Selected Segment Financial Highlights

(in thousands)

  Quarter Ended December 31, 2020 Quarter Ended December 31, 2019
  As Reported
(GAAP) 		  Adjustments
(1) 		  As Adjusted
(Non-GAAP) 		As Reported
(GAAP) 		  Adjustments
(2) 		  As Adjusted
(Non-GAAP)
Revenues:                    
Infrastructure Solutions $         142,833     $               —     $        142,833   $      147,728     $               —   $       147,728  
Corrosion Protection               62,648                       —                  62,648              77,094                       —               77,094  
Total Revenues $         205,481     $               —     $        205,481   $      224,822     $               —   $       224,822  
                     
Gross Profit:                    
Infrastructure Solutions $           35,818     $              —     $          35,818   $        39,048     $            591   $         39,639  
Gross Profit Margin                 25.1 %                     25.1 %             26.4 %                    26.8 %
Corrosion Protection               15,786                    (53 )                15,733              14,130                 1,310               15,440  
Gross Profit Margin                 25.2 %                     25.1 %             18.3 %                    20.0 %
Total Gross Profit $           51,604     $            (53 )   $          51,551   $        53,178     $         1,901   $         55,079  
Gross Profit Margin                 25.1 %                     25.1 %             23.7 %                    24.5 %
                     
Operating Income (Loss):                    
Infrastructure Solutions $           20,042     $          (617 )   $          19,425   $          8,868     $       11,564   $         20,432  
Operating Margin                 14.0 %                     13.6 %               6.0 %                    13.8 %
Corrosion Protection                    972                 1,905                    2,877             (2,374 )               3,386                 1,012  
Operating Margin                   1.6 %                       4.6 %             (3.1 )%                      1.3 %
Corporate               (8,147 )               3,050                 (5,097 )         (12,116 )               6,249              (5,867 )
Operating Margin                 (4.0 )%                     (2.5 )%             (5.4 )%                    (2.6 )%
Total Operating Income (Loss) $           12,867     $         4,338     $          17,205   $       (5,622 )   $       21,199   $         15,577  
Operating Margin                   6.3 %                       8.4 %             (2.5 )%                      6.9 %

_________________________________

(1) Includes non-GAAP adjustments related to:

  • Infrastructure Solutions – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) recoveries of previously reserved customer receivables in our held for sale operations.
  • Corrosion Protection – pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs and other restructuring charges.
  • Corporate – (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale.

(2) Includes non-GAAP adjustments related to:

  • Infrastructure Solutions – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.
  • Corrosion Protection – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, inventory write offs and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.
  • Corporate – (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale.

Selected Segment Financial Highlights

(in thousands)

  Year Ended December 31, 2020 Year Ended December 31, 2019
  As Reported
(GAAP) 		  Adjustments
(1) 		  As Adjusted
(Non-GAAP) 		As Reported
(GAAP) 		  Adjustments
(2) 		  As Adjusted
(Non-GAAP)
Revenues:                    
Infrastructure Solutions $         562,571     $               —     $        562,571   $      590,797     $               —   $       590,797  
Corrosion Protection             245,193                       —                245,193            295,090                       —             295,090  
Total Revenues $         807,764     $               —     $        807,764   $      885,887     $               —   $       885,887  
                     
Gross Profit:                    
Infrastructure Solutions $         144,213     $              69     $        144,282   $      144,074     $         4,898   $       148,972  
Gross Profit Margin                 25.6 %                     25.6 %             24.4 %                    25.2 %
Corrosion Protection               52,246                 1,952                  54,198              60,927                 1,869               62,796  
Gross Profit Margin                 21.3 %                     22.1 %             20.6 %                    21.3 %
Total Gross Profit $         196,459     $         2,021     $        198,480   $      205,001     $         6,767   $       211,768  
Gross Profit Margin                 24.3 %                     24.6 %             23.1 %                    23.9 %
                     
Operating Income (Loss):                    
Infrastructure Solutions $           78,098     $          (748 )   $          77,350   $        42,079     $       30,647   $         72,726  
Operating Margin                 13.9 %                     13.7 %               7.1 %                    12.3 %
Corrosion Protection               (6,133 )               9,543                    3,410             (5,635 )             10,754                 5,119  
Operating Margin                 (2.5 )%                       1.4 %             (1.9 )%                      1.7 %
Corporate             (30,977 )               7,124               (23,853 )         (35,211 )             10,343            (24,868 )
Operating Margin                 (3.8 )%                     (3.0 )%             (4.0 )%                    (2.8 )%
Total Operating Income $           40,988     $       15,919     $          56,907   $          1,233     $       51,744   $         52,977  
Operating Margin                   5.1 %                       7.0 %               0.1 %                      6.0 %

_________________________________

(1) Includes non-GAAP adjustments related to:

  • Infrastructure Solutions – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) recoveries of previously reserved customer receivables in our held for sale operations.
  • Corrosion Protection – pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, inventory write offs and other restructuring charges.
  • Corporate – (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale.

(2)   Includes non-GAAP adjustments related to:

  • Infrastructure Solutions – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; (iii) project warranty accrual; and (iv) impairment of assets held for sale.
  • Corrosion Protection – (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, inventory write offs and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.
  • Corporate – (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale.


About Aegion Corporation (NASDAQ:  AEGN)

Aegion combines innovative technologies with market-leading expertise to maintain, rehabilitate and strengthen infrastructure around the world. For 50 years, the Company has played a pioneering role in finding innovative solutions to rehabilitate aging infrastructure, primarily pipelines in the wastewater, water, energy, mining and refining industries. Aegion also maintains the efficient operation of refineries and other industrial facilities. Aegion is committed to Stronger. Safer. Infrastructure.®  More information about Aegion can be found at www.aegion.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof.  Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent the Company from specifically enforcing the obligations of Carter Intermediate, Inc. (Parent) and its wholly owned subsidiary, Carter Acquisition, Inc. (Merger Sub), under the merger agreement or recovering damages for any breach by Parent or Merger Sub; (2) the effects that any termination of the merger agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on the Company’s and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on the Company’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against the Company and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or files with the SEC.  Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This communication 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. This communication may be deemed to be solicitation material in respect of the proposed merger between Merger Sub and the Company. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations at [email protected] or 1.800.325.1159.

Participants in Solicitation

The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction.  Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC on March 6, 2020.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available).  These documents can be obtained free of charge from the sources indicated above.

About Non-GAAP Financial Measures

Aegion has presented certain information in this release excluding certain items that impacted income, expense and earnings per share. The adjusted earnings per share from continuing operations in the quarters and years ended December 31, 2020 and 2019 exclude charges related to the Company’s restructuring activities, acquisition and divestiture-related expenses, impairment of assets held for sale, project warranty accruals, credit facility amendment fees and impacts related to the Tax Cuts and Jobs Act.

Aegion management uses such non-GAAP information internally to evaluate financial performance for Aegion’s operations because Aegion’s management believes such non-GAAP information allows management to more accurately compare Aegion’s ongoing performance across periods. As such, Aegion’s management believes that providing non-GAAP financial information to Aegion’s investors is useful because it allows investors to evaluate Aegion’s performance using the same methodology and information used by Aegion management.

Aegion® and Stronger. Safer. Infrastructure.® and the associated logos are the registered trademarks of Aegion Corporation and its affiliates.

For more information, contact:

Aegion Corporation
Katie Cason
Senior Vice President, Strategy and Communications
636-530-8000 
[email protected] 



Posted on

Amorepacific becomes the first Korean beauty company to join RE100

Pledges 100% transition to renewable energy for its global sites by 2030

PR Newswire

SEOUL, South Korea, March 10, 2021 /PRNewswire/ —Amorepacific has become the first Korean beauty company to join the global RE100 initiative with a goal to source 100% renewable energy to power all of its production sites and offices (HQ, R&D, logistics, and production centers) by the year 2030.

RE100 is a global collaborative initiative among companies committed to using 100% renewable energy. The program was launched by the international non-profit organization, The Climate Group, in partnership with CDP, in 2014. As of March 2021, over 290 companies, including Google, Microsoft, and Apple, have joined the initiative. Amorepacific is the first from the Korean beauty industry to become a member of the global RE100.

Amorepacific began addressing environmental issues by setting its sustainable management goals in 1993. The company started voluntarily tracking its GHG emissions inventory in 2008 and has made continuous investments to begin its transition to renewable energy sources. To participate in climate action, it has improved energy efficiency for its buildings, reduced per-unit GHG intensity, and created an internal ‘Energy Innovation’ task force.

In 2020, Amorepacific sourced 5% of its electricity from renewable sources, including solar power and geothermal heat. It plans to further add renewable energy generation facilities on the rooftop of its production plants and idle surfaces to increase renewable energy supply. 

Located in Yongsan, Seoul, South Korea, the Amorepacific global HQ building is rated first-level in G-SEED (Green Standard for Energy and Environmental Design) and energy efficiency. It is also certified as the gold grade in LEED (Leadership in Energy and Environmental Design). It achieves 37.6% less energy consumption than its estimated energy demand using eco-friendly systems.

The combined effort of Amorepacific employees also creates a positive impact. Specialists responsible for energy consumption from the company’s HQ, R&D, logistics, and production sites formed the ‘Energy Innovation’ task force in 2019. The team conducted a campaign for energy saving and reducing GHG emissions and efficiently converted all lighting modules in the company’s globally operated production centers – including those located in Shanghai, China, and Osan and Daejeon, Korea – to LED lighting. An AI system was also implemented to increase energy efficiency. As a result, Amorepacific’s GHG emissions decreased by 7.4% in 2019.

To achieve the 100% renewable energy goal, Amorepacific will utilize advanced technologies to manufacture products at lower temperatures, thus reducing the environmental impact in all of the development and production stages. It will also develop more low-carbon footprint products using ingredients and packaging materials with lower GHG emissions based on LCA (Life Cycle Assessment) results.

In addition, Amorepacific will utilize 3rd party PPAs and green contracts operated by the Korean government. In February 2021, Amorepacific purchased the Green Premium policy, which will replace 30% of the 2021 estimated power demand for its production center in Osan with renewable energy.


Suh Kyung-bae, Chairman and CEO of Amorepacific Group
, said, “Amorepacific agrees that resolving the climate issue is an essential agenda not only for corporate sustainability but for the survival of humanity. By achieving the RE100 goal by 2030, we hope to contribute to international climate action. As a global corporate citizen, we will cooperate to reduce our carbon footprint.”


Aleksandra Klassen, RE100 Senior Impact Manager, The Climate Group, said, “We are delighted that Amore Pacific has become the first beauty company in South Korea to join RE100, the global initiative led by The Climate Group in partnership with CDP. By committing to 100% renewable electricity by 2030, Amore Pacific is taking an important step toward improving its sustainability, joining a growing number of companies committed to driving market change. This sends a powerful message that renewable electricity makes good business sense, and we encourage others to follow.”


Ousam

 
Jin, President of RE100 Committee of KSNRE, the RE100 Regional Delivery Partner in South Korea
, said, “Amorepacific, one of the most beloved companies in the cosmetic industry, is proudly joining RE100. Its customers will be proud of their participation in the journey to solving climate challenges.” He added, “We believe Amorepacific’s joining RE100 will surely impact the consumer-facing businesses in Korea, which we hope leads to taking action.”

About Amorepacific

Since 1945, Amorepacific has had a single, clear mission: to present its unique perception of beauty– namely what it calls ‘Asian Beauty’ – to the world. As Korea’s leading beauty company, Amorepacific draws from its deep understanding of both nature and human to pursue harmony between inner and outer beauty. With its portfolio of over 20 cosmetics, personal care, and health care brands, Amorepacific is devoted to meeting the various lifestyles and needs of global consumers around the world: Asia, North America, Europe, Oceania and the Middle East. Amorepacific’s research hubs located around the world are dedicated to sustainable R&D that combine the best of natural Asian ingredients and advanced bio-technology. With its world-class products, Amorepacific is acclaimed for the innovative ways in which it is transforming global beauty trends.

About RE100

RE100 is a global initiative bringing together the world’s most influential businesses committed to 100% renewable power. Led by international non-profit the Climate Group in partnership with CDP, the group have a total revenue of over US$6.6 trillion and operate in a diverse range of sectors. Together, they send a powerful signal to policymakers and investors to accelerate the transition to a clean economy. #RE100

About the Climate Group

The Climate Group drives climate action. Fast. Our goal is a world of net zero carbon emissions by 2050, with greater prosperity for all. We focus on systems with the highest emissions and where our networks have the greatest opportunity to drive change. We do this by building large and influential networks and holding organisations accountable, turning their commitments into action. We share what we achieve together to show more organisations what they could do. We are an international non-profit organisation, founded in 2004, with offices in London, New Delhi and New York. We are proud to be part of the We Mean Business coalition. Follow us on Twitter @ClimateGroup.

About CDP

CDP is a global non-profit that drives companies and governments to reduce their greenhouse gas emissions, safeguard water resources and protect forests. Voted number one climate research provider by investors and working with institutional investors with assets of over US$106 trillion, we leverage investor and buyer power to motivate companies to disclose and manage their environmental impacts. Over 9,600 companies with over 50% of global market capitalization disclosed environmental data through CDP in 2020. This is in addition to the hundreds of cities, states and regions who disclosed, making CDP’s platform one of the richest sources of information globally on how companies and governments are driving environmental change. CDP is a founding member of the We Mean Business Coalition. Visit https://cdp.net/en or follow us @CDP to find out more.

About KSNRE

KSNRE is a non-profit corporation, whose purpose is to expand the understanding of renewable energy through industry-academia-research collaborations such as academic and technical research and development, information exchange, events and business support. KSNRE is the campaign partner for RE100 in the Republic of Korea, providing information to companies on the aims and benefits of RE100 and supporting the interests of Korean and international RE100 members locally.

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SOURCE Amorepacific

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CAE announces pricing of marketed public offering

PR Newswire

  • Price to the public of US$27.50 per share
    for gross proceeds of US$250 million,
    with 15% Over Allotment Option
  • Use of proceeds to partly fund the previously announced acquisition of L3Harris Technologies’ Military Training business

 

MONTREAL, March 9, 2021 /PRNewswire/ – (NYSE: CAE) (TSX: CAE) – CAE Inc. (“CAE” or the “Corporation”) today announced the pricing of its previously announced underwritten marketed public offering of common shares in the United States and Canada (the “Offering”). The Offering is comprised of 9,090,909 common shares at a price to the public of US$27.50 per share.

The Offering is being conducted through a syndicate of underwriters led by Goldman Sachs & Co. LLC, TD Securities Inc., RBC Capital Markets, and Scotia Capital (USA) Inc. as joint bookrunners (collectively, the “Underwriters”).

CAE has also granted the Underwriters an option to purchase up to 1,363,636 additional common shares, representing in the aggregate 15% of the number of common shares to be sold pursuant to the Offering, solely to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The option is exercisable by the Underwriters for a period of 30 days following the closing of the Offering.

CAE intends to use the net proceeds of the Offering to finance a portion of the purchase price and related costs of its previously announced acquisition of L3Harris Technologies’ Military Training business (the “Acquisition”). CAE expects to fund the balance of the purchase price and related costs of the Acquisition with the net proceeds from its previously completed private placements of C$700 million (approximately US$550 million) aggregate amount of subscription receipts to two institutional investors, and from currently available liquidities, including cash on hand and/or advances or drawdowns under one or more of its senior credit facilities or other debt financing. Pending their use, CAE intends to invest the net proceeds from the Offering in short-term, investment grade, interest bearing instruments or hold them as cash or cash equivalents, and repay a portion of the indebtedness outstanding under one of more of its senior credit facilities. The Offering is not contingent on the closing of the Acquisition. If for any reason the Acquisition does not close, CAE intends to use the net proceeds from the Offering for general corporate purposes, which may include the financing of future potential acquisition and growth opportunities.

In connection with the Offering, CAE filed the preliminary prospectus supplement, and will file a final prospectus supplement, to its short form base shelf prospectus dated November 19, 2020 with the securities regulatory authorities in each of the provinces of Canada. The preliminary prospectus supplement has also been filed, and the final prospectus supplement will be filed, with the U.S. Securities and Exchange Commission (the “SEC”) as part of CAE’s registration statement on Form F-10 in accordance with the multi-jurisdictional disclosure system established between Canada and the United States.

Closing of the Offering is subject to customary closing conditions, including the approvals of the Toronto Stock Exchange and the New York Stock Exchange, and is expected to occur on March 12, 2021.

The Offering is being made in Canada only by means of the short form base shelf prospectus and the prospectus supplement and in the United States only by means of CAE’s registration statement. Such documents contain important information about the Offering. A copy of the Canadian prospectus supplement and short form base shelf prospectus can be found on SEDAR at www.sedar.com, and a copy of the U.S. prospectus supplement and the registration statement can be found on EDGAR at www.sec.gov. Copies of the prospectus supplements and the short form base shelf prospectus may also be obtained from any of the following sources: Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Prospectus Department (866-471-2526); TD Securities Inc., Attention: Symcor, NPM (tel: 289-360-2009, email: [email protected]), 1625 Tech Avenue, Mississauga ON L4W 5P5 and in the United States from TD Securities (USA) LLC (email: [email protected]), 1 Vanderbilt Avenue, New York, NY 10017 c/o: Equity Capital Markets; RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, or by telephone at 1-416-842-5349, or by email at [email protected] and in the United States from RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at 1-877-822-4089, or by email at [email protected]; and Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 62nd Floor, 40 King Street West, Toronto, Ontario M5H 3Y2, or by telephone at 1-416-863-7704 or by email at [email protected] and in the United States from Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at [email protected]. The content of any referenced websites and other electronic links is not incorporated by reference herein or in any report or document filed with the SEC.

Prospective investors should read the prospectus supplements, the short form base shelf prospectus, the registration statement and the documents incorporated by reference therein before investing in the common shares.  

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy the common shares, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CAE
CAE is a high technology company, at the leading edge of digital immersion, providing solutions to make the world a safer place. Backed by a record of more than 70 years of industry firsts, we continue to reimagine the customer experience and revolutionize training and operational support solutions in civil aviation, defence and security, and healthcare. We are the partner of choice to customers worldwide who operate in complex, high-stakes and largely regulated environments, where successful outcomes are critical. Testament to our customers’ ongoing needs for our solutions, over 60 percent of CAE’s revenue is recurring in nature. We have the broadest global presence in our industry, with approximately 10,000 employees, 160 sites and training locations in over 35 countries.

Caution concerning forward-looking statements

This press release includes forward-looking statements, which include, without limitation, statements relating to the Offering; the Acquisition; available liquidities; proceeds of debt financing; the use of proceeds of the Offering; the expected timing of, and conditions precedent to, completion of the Offering and the Acquisition; general economic outlook; prospects and trends of an industry; and other statements that are not historical facts. Although CAE believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct.

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “believe”, “expect”, “anticipate”, “plan”, “intend”, “continue”, “estimate”, “may”, “will”, “should”, “strategy”, “future” and similar expressions. All such forward-looking statements are made pursuant to the ‘safe harbour’ provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties associated with our business which may cause actual results in future periods to differ materially from results indicated in forward-looking statements, including risks and uncertainties relating to the following: the failure to receive regulatory approvals (including stock exchange) or otherwise satisfy the conditions to the completion of the Offering or delay in completing the Offering and the funds thereof not being available to CAE in the time frame anticipated or at all; the occurrence of an event which would allow the Underwriters to terminate their obligations under the Underwriting Agreement; the failure to close the Acquisition or change in the terms of the Acquisition; the uncertainty of obtaining in a timely manner, or at all, the requisite regulatory approvals required to complete or otherwise satisfy the closing conditions of the Acquisition; unfavourable capital markets developments or other factors that may adversely affect CAE’s ability to complete the Offering or finance the Acquisition; increased indebtedness; the fact that CAE does not currently own or control L3Harris Military Training; the nature of acquisitions; exchange rate and foreign currency exposure risks. The foregoing list is not exhaustive and other unknown or unpredictable factors could also have a material adverse effect on the performance or results of CAE. The completion of the Offering and the completion of the Acquisition (which are not contingent upon each other) are both subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation, regulatory approvals, and there can be no assurance that either the Offering or the Acquisition will be completed.

These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. The forward-looking statements contained in this press release describe our expectations as of March 9, 2021 and, accordingly, are subject to change after such date. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement. Except as otherwise indicated by CAE, forward-looking statements do not reflect the potential impact of any special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may occur after March 9, 2021. The financial impact of these transactions and special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Forward-looking statements are presented in this press release for the purpose of assisting investors and others in understanding certain key elements of the Offering and the Acquisition. Readers are cautioned that such information may not be appropriate for other purposes.

Material assumptions

The forward-looking statements set out in this press release are based on certain assumptions including, without limitation: the satisfaction of all closing conditions and the successful completion of the Offering within the anticipated timeframe, including receipt of regulatory approvals (including stock exchange approvals), fulfilment by the Underwriters of their obligations pursuant to the Underwriting Agreement, that no event will occur which would allow the Underwriters to terminate their obligations under the Underwriting Agreement, our liquidity from our cash and cash equivalents, undrawn amounts on our revolving credit facilities, the balance available under our receivable purchase program, our cash flows from operations and continued access to debt funding will be sufficient to meet financial requirements in the foreseeable future, and no material financial, operational or competitive consequences of changes in regulations affecting our business. For additional information, including with respect to other assumptions underlying the forward-looking statements made in this press release, refer to the applicable reportable segment in CAE’s Management’s Discussion & Analysis for the year ended March 31, 2020 (the “MD&A”). Given the impact of the changing circumstances surrounding the COVID-19 pandemic and the related response from CAE, governments, regulatory authorities, businesses and customers, there is inherently more uncertainty associated with CAE’s assumptions.

Accordingly, the assumptions outlined in this press release, and in the documents referenced herein and, consequently, the forward-looking statements based on such assumptions, may turn out to be inaccurate. As it relates to the Acquisition, the assumptions underlying the forward-looking statements made in this press release include, without limitation, the receipt of all requisite regulatory approvals required to complete the Acquisition in a timely manner and on terms acceptable to CAE; economic and political environments and industry conditions; the accuracy and completeness of public and other disclosure (including financial disclosure) by L3Harris; the ability of CAE to opportunistically access the capital markets before or after the closing of the Acquisition and absence of material change in market conditions; the ability to hedge exposures to fluctuations in interest rates and foreign exchange rates; the maintenance of CAE’s investment grade credit rating; as well as management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition.

Other Material risks

Other important risk factors that could cause actual results or events to differ materially from those expressed in or implied by our forward-looking statements are set out in the MD&A filed by CAE with the Canadian Securities Administrators (available at www.sedar.com) and with the U.S. Securities and Exchange Commission (available at www.sec.gov). The MD&A is also available at www.cae.com. Any one or more of the factors set out in the MD&A may be exacerbated by the growing COVID-19 outbreak and may have a significantly more severe impact on CAE’s business, results of operations and financial condition than in the absence of such outbreak. Accordingly, readers are cautioned that any of the disclosed risks could have a material adverse effect on our forward-looking statements. We caution that the disclosed list of risk factors is not exhaustive and other factors could also adversely affect our results.

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SOURCE CAE INC.

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Cactus Prices Public Secondary Offering of Common Stock by Selling Stockholders

Cactus Prices Public Secondary Offering of Common Stock by Selling Stockholders

HOUSTON–(BUSINESS WIRE)–
Cactus, Inc. (NYSE: WHD) (“Cactus”) announced today the pricing of an underwritten secondary offering (the “Offering”) of 5,500,000 shares of its Class A common stock (“common stock”) by certain selling stockholders (the “Selling Stockholders”) for total gross proceeds of $173.3 million. In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 825,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on March 12, 2021, subject to customary closing conditions.

Cactus will not receive any of the proceeds from the sale of common stock in the Offering.

Citigroup and Credit Suisse are acting as joint book-running managers. BofA Securities and Morgan Stanley are also acting as joint book-running managers. Barclays, J.P. Morgan, Tudor, Pickering, Holt & Co., Johnson Rice & Company L.L.C. and Stephens Inc. are acting as co-managers for the Offering.

The securities are being offered and will be sold pursuant to an automatic shelf registration statement (including a prospectus) that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective upon filing. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made only by means of a prospectus and related prospectus supplement.

Copies of the preliminary prospectus supplement and accompanying base prospectus and, when available, copies of the final prospectus supplement and accompanying base prospectus, related to the Offering may be obtained, free of charge, at the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying base prospectus may be obtained from:

Citigroup Global Markets Inc.

Attention: Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Telephone: (800) 831-9146

Credit Suisse Securities (USA) LLC

Attention: Prospectus Department

6933 Louis Stephens Drive

Morrisville, NC 27560

Telephone: (800) 221-1037

[email protected]

About Cactus, Inc.

Cactus designs, manufactures, sells and rents a range of highly engineered wellhead and pressure control equipment. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for all its products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment. Cactus operates service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, Marcellus, Utica, Haynesville, Eagle Ford, Bakken, and SCOOP/STACK, among other areas, and in Eastern Australia.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the size, timing or results of the Offering, represent Cactus’ expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Cactus does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Cactus to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus and related preliminary prospectus supplement filed with the SEC in connection with the Offering, Cactus’ Annual Report on Form 10-K for the year ended December 31, 2020 and its other filings with the SEC. These risk factors and other factors noted in Cactus’ SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.

Cactus, Inc.

John Fitzgerald, 713-904-4655

Director of Corporate Development and Investor Relations

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Engineering Other Energy Oil/Gas Manufacturing Energy Other Manufacturing

MEDIA:

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PLUG INVESTOR ALERT: Bernstein Liebhard LLP Announces that a Securities Class Action Lawsuit Has Been Filed Against Plug Power, Inc.

NEW YORK, March 09, 2021 (GLOBE NEWSWIRE) — Bernstein Liebhard, a nationally acclaimed investor rights law firm, announces that a securities class action lawsuit has been filed on behalf of investors who purchased or acquired the securities of Plug Power, Inc. (“Plug Power” or the “Company”) (NASDAQ: PLUG) from November 9, 2020, through March 1, 2021 (the “Class Period”). The lawsuit filed in the United States District Court for the Southern District of New York alleges violations of the Securities Exchange Act of 1934.

If you purchased Plug Power securities, and/or would like to discuss your legal rights and options please visit Plug Power Shareholder Class Action Lawsuit or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected]

The complaint alleges that throughout the Class Period, defendants made materially false and/or misleading statements, as well as failed to disclose to investors:(1) that the Company would be unable to timely file its 2020 annual report due to delays related to the review of classification of certain costs and the recoverability of the right to use assets with certain leases; (2) that the Company was reasonably likely to report material weaknesses in its internal control over financial reporting; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

On March 2, 2021, before the market opened, Plug filed a Notification of Late Filing with the SEC stating that it could not timely file its annual report for the period ended December 31, 2020 because the Company was completing a “review and assessment of the treatment of certain costs with regards to classification between Research and Development versus Costs of Goods Sold, the recoverability of right of use assets associated with certain leases, and certain internal controls over these and other areas.” The Company stated that “[i]t is possible that one or more of these items may result in charges or adjustments to current and/or prior period financial statements.”

On this news, the Company’s stock price fell $3.68, or 7%, to close at $48.78 per share on March 2, 2021, on unusually heavy trading volume. The share price continued to decline by $9.48, or 19.4%, over three consecutive trading sessions to close at $39.30 per share on March 5, 2021, on unusually heavy trading volume. The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects.

If you wish to serve as lead plaintiff, you must move the Court no later than May 7, 2021. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. Your ability to share in any recovery doesn’t require that you serve as lead plaintiff. If you choose to take no action, you may remain an absent class member.

If you purchased Plug Power securities, and/or would like to discuss your legal rights and options please visit https://www.bernlieb.com/cases/plugpowerinc-plug-shareholder-class-action-lawsuit-stock-fraud-378/apply/ or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected]

Since 1993, Bernstein Liebhard LLP has recovered over $3.5 billion for its clients. In addition to representing individual investors, the Firm has been retained by some of the largest public and private pension funds in the country to monitor their assets and pursue litigation on their behalf. As a result of its success litigating hundreds of lawsuits and class actions, the Firm has been named to The National Law Journal’s “Plaintiffs’ Hot List” thirteen times and listed in The Legal 500 for ten consecutive years.

ATTORNEY ADVERTISING. © 2021 Bernstein Liebhard LLP. The law firm responsible for this advertisement is Bernstein Liebhard LLP, 10 East 40th Street, New York, New York 10016, (212) 779-1414. The lawyer responsible for this advertisement in the State of Connecticut is Michael S. Bigin. Prior results do not guarantee or predict a similar outcome with respect to any future matter.

Contact Information

Matthew E. Guarnero
Bernstein Liebhard LLP
https://www.bernlieb.com
(877) 779-1414
[email protected]



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Mobius Interactive Appoints New Vice President with 3 Decades of Corporate Development, Investor Relations Expertise

VANCOUVER, March 09, 2021 (GLOBE NEWSWIRE) — via InvestorWire – Mobius Interactive Ltd., has appointed a new member to the company’s board of directors, effective immediately. Joining the board is Mr. Seamus Byrne.

“On behalf of Mobius’s Board of Directors, I am pleased to welcome Seamus Byrne to the Mobius team. We are confident that Seamus will be of great value to Mobius as the Company grows. Seamus brings an impressive background in corporate development, fundraising and public offerings and we are excited about the impact Seamus will make at Mobius. We anticipate that his obvious commitment to our mission and his impressive expertise will be invaluable as we move forward in becoming a leader in the gaming and esports space.” said President Gary Eldridge.

Mr. Byrne brings over 30 years of capital market experience in both the private and public sectors. Seamus has a wealth of corporate development knowledge and insight. He previously led the development and operations of several different organizations and has raised over C$100 million, and driven market capitalizations for public companies worth more than C$2 billion. Seamus has had terrific success with cannabis companies over the last eight years. He has participated in financing and IPO’s for The Green Organic Dutchman, Organigram, Emblem, and Plus Products. Most recently, Seamus led investor relations at Hemp Fusion, which just completed a tremendously successful IPO; currently trading at a C$300 million-plus market cap. Seamus holds a Bachelor of Arts in Economics and International Development Studies, with distinction, from Dalhousie University.

About Mobius Interactive Ltd.
 

Mobius Interactive Ltd. is an online esports entertainment and gaming company created to energize the spirit of digital fans with brands that range across regulated gaming, fantasy and digital media. Headquartered in Vancouver, Canada, and launched in 2020.  Mobius Interactive is a multi-channel provider of sports betting and gaming technologies, powering sports and gaming entertainment with a variety of diverse demographic groups. In partnership with leading eSports and iGaming platform Ultra Play, Mobius Interactive fuels a network of high-net-worth gamers around the world.  Mobius does this with loyalty and gamification programs aimed to enhance engagement by leveraging state of the art customer relationship management systems and joint ventures with more than 600 VIP and master gaming affiliates.

FOR FURTHER INFORMATION PLEASE CONTACT:

Gary Eldridge, President
Phone: (604) 783-1685 or visit www.mobiusinteractive.ltd

Corporate Communications:

InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[email protected]

Attachment



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NagaWorld Kind Hearts ESG initiatives honoured with 4 Stevie® Awards for 2nd year running

PR Newswire

HONG KONG, March 9, 2021 /PRNewswire/ — NagaWorld’s developing non-financial Environmental, Social, Governance (ESG) focus, NagaWorld Kind Hearts, has won 4 Stevie® Awards trophies at the prestigious 17th Annual International Business Awards® – 1 Silver Stevie® Award and 2 Bronze Stevie® Awards in the Corporate Social Responsibility Program of the Year in Asia, Australia and New Zealand category and 1 Bronze Stevie® Award in the newly-formed Most Valuable Corporate Response to COVID-19 category. This marks the second successive year that the NagaWorld Kind Hearts CSR team and volunteers have received multiple accolades in the competition for their extensive range of initiatives contributing towards underprivileged communities and the nation building of Cambodia.

NagaWorld is a wholly owned subsidiary of NagaCorp Ltd., which is listed on the Hong Kong Stock Exchange (SEHK stock code: 3918) and owns, manages and operates the only world-class integrated entertainment and leisure complex in Phnom Penh, the capital of Cambodia.

Considered the Oscars or Emmys of the corporate world, the 17th Annual International Business Awards® give worldwide recognition to the achievements and positive contributions of organisations and working professionals over the past year. The 17th edition saw organisers receive more than 3,800 nominations from organisations in almost every industry across 63 nations.

“Winning Stevie® Awards is a recognition of many of our efforts, hard work and commitment to develop a set of ESG initiatives for a company which has been operating for many years in Cambodia,” said NagaWorld Managing Director Mr. Pern Chen. “For us, having our hard work, our nation building initiatives, our reinvestment back into local communities and being recognized internationally spur us on for our business and pave the way for us to develop a set of measurable metrics to be more accountable to our stakeholders in a developing nation on the ESG front.”

“Also, this is the second year in a row that we’ve won these Stevie® Awards, which will help to boost the morale of our volunteers, especially during these times of difficulty. It shows that we are on the right track. We hope to do more for this country.”

The Silver Stevie® Award was given for ‘Fostering Development With NagaWorld Kind Hearts’, which refers to the comprehensive range of CSR activities conducted during 2019 and which form the foundation stone for a set of developing ESG initiatives. The three Bronze Stevie® Awards were given for ‘Nation Building for Cambodia’s Youth and National Sports Development’, ‘NagaWorld Kind Hearts – Helping Create A Sustainable, Greener Cambodia’ and ‘NagaWorld Battles COVID-19 With Pro-Active Preventive Measures’. Focusing on 4 key pillars – Education Enhancement, Community Engagement, Sports Development and Environmental Care – help the efforts of NagaWorld Kind Hearts programmes attaining transformative changes in the lives of over 390,000 underprivileged youths and community members to date. Some highlights from 2019 activities include:

  • Providing study materials to a total of 24,124 children at 60 primary schools in 11 provinces, as well as supporting school improvements to help create better learning environments.
  • Conducting fire safety awareness workshops for the benefit of 3,086 students, and donating 125 fire extinguishers to schools.
  • Sponsoring 10 underprivileged students for 3 years to help them complete their high school education.
  • Sponsoring year-long programmes for 6 at-risk teens – including counselling, education and vocational skills training – to help them turn their lives around for a brighter future.
  • Making a series of donations to public institutions with a combined value of more than US$144,000 including personal protective equipment, testing kits and machinery, and also 100 tonnes of rice for those struggling to cope with the economic impact of the COVID-19 pandemic.
  • Contributing US$2 million to the Union of Youth Federations of Cambodia to go towards their youth empowerment and sports development programmes in Kampong Speu.
  • Providing football coaching training to 120 sports teachers from all 94 secondary and high schools in Kampong Speu province, helping them gain official D-Licence coaching certificates from the Football Federation of Cambodia and benefitting over 41,000 students through improved trainings. 25 selected sports teachers were given additional training in a Refresher Course to further enhance their coaching skills. An U18 Football Mini Tournament was also organised for around 600 students in Kampong Speu to showcase their increased skill levels, with promising young talents scouted for extra training.
  • Rewarding SEA Games gold medallists, coaches and the National Olympic Committee of Cambodia with cash prizes totalling US$36,000 as part of an incentives programme for sporting success.
  • Appointing 70 employees and 27 school principals as ‘Green Ambassadors’ to help spread environmental awareness and knowledge on proper waste management to 12,500 students. 530 volunteers and students also helped remove 492kg of trash from communities.
  • Planting 1,000 trees at school compounds across Cambodia to help provide shade, improve air quality and reduce risks of flash floods. Workshops were also given to students on environmental awareness in collaboration with the Ministry of Environment, Ministry of Education, Youth and Sport and City Hall, among others.
  • Removing single-use plastic straws from operations resort-wide, which helped eliminate the use of 4 million straws over the year, and replaced take-away plastic cutlery and containers with biodegradable and recyclable alternatives.
  • Collecting 449kg of used soap for Soap for Hope Project, an NGO project to train underprivileged communities on how to recycle soap, which helps improve hygiene standards and provides an alternative income source for their families.

The judging process started from July through early September and judges remarks for NagaWorld Kind Hearts included high praise such as “Impressive initiatives – shall be copied in other countries”, “Well-thought execution”, “A socially important programme… to enhance the potential of children” and “Very good work! Green culture and respect for the environment is our hope for the future.”

Judges also commended NagaWorld’s response to COVID-19, calling it “Social responsibility in the right time” and “In a crisis like this, sharing information and prevention materials may not seem like an innovation, but it is the best tool to achieve change. Congratulations!”

About NagaCorp Ltd.

NagaCorp Ltd. was listed on The Hong Kong Stock Exchange in October 2006 (SEHK stock code: 3918). Established in 1995, NagaCorp’s wholly owned subsidiary NagaWorld Ltd. owns, manages and operates the only world-class integrated entertainment and leisure complex in Phnom Penh, the capital of the Kingdom of Cambodia. It owns a casino license valid for 70 years, and exclusive gaming rights for a period of around 51 years (1995-2045). NagaCorp was selected for inclusion in the Hang Seng Foreign Companies Composite Index launched on 5 September 2011. On 10 September 2018, the Group was included as a constituent of the Hang Seng Composite Large Cap & MidCap Index. 

About NagaWorld Kind Hearts

Since its establishment in 1995, NagaWorld has embraced kindness of heart, contributing positively to the socioeconomic growth and development of Cambodia. NagaWorld Kind Hearts was formed in March 2014 by employees with NagaWorld’s full support to promote volunteerism towards Corporate Social Responsibility programmes.

Cision View original content:http://www.prnewswire.com/news-releases/nagaworld-kind-hearts-esg-initiatives-honoured-with-4-stevie-awards-for-2nd-year-running-301244089.html

SOURCE NagaCorp Ltd.

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FILING DEADLINE–Kuznicki Law PLLC Announces Class Actions on Behalf of Shareholders of CLOV, IRTC, NTNX and PEN

CEDARHURST, N.Y., March 09, 2021 (GLOBE NEWSWIRE) — The securities litigation law firm of Kuznicki Law PLLC issues this alert to shareholders of the following publicly traded companies.

Penumbra, Inc. (PEN)

Class Period: August 3, 2020 and December 15, 2020
Lead Plaintiff Motion Deadline: March 16, 2021
SECURITIES FRAUD
To learn more, visit https://kclasslaw.com/cases/securities/nyse-pen/

Nutanix, Inc. (NTNX)

Class Period: March 1, 2018 and May 30, 2019
Lead Plaintiff Motion Deadline: March 22, 2021
SECURITIES FRAUD
To learn more, visit https://kclasslaw.com/cases/securities/nasdaqgs-ntnx/

iRhythm Technologies (IRTC)

Class Period: August 4, 2020 and January 28, 2021
Lead Plaintiff Motion Deadline: April 2, 2021
SECURITIES FRAUD
To learn more, visit https://kclasslaw.com/cases/securities/nasdaqgs-irtc/

Clover Health Investments, Corp. f/k/a Social Capital Hedosophia Holdings Corp. III (CLOV, CLOVW, IPOC)

Class Period: 10/6/2020 – 2/4/2021 and/or in connection with the December 2020 merger of Clover and Social Capital III.
Lead Plaintiff Motion Deadline: April 6, 2021
SECURITIES FRAUD, MISLEADING PROSPECTUS
To learn more, visit https://kclasslaw.com/cases/securities/clover-health-investments-corp/

Shareholders who purchased shares in these companies during the dates listed are encouraged to contact us via the case links above, by calling toll-free at 1-833-835-1495 or by email ([email protected]).

If you wish to serve as lead plaintiff with the goal of overseeing the litigation to obtain a fair and just resolution, you must petition the Court on or before the deadlines provided above.

Kuznicki Law PLLC is committed to ensuring that companies adhere to responsible business practices and engage in good corporate citizenship. The firm seeks recovery on behalf of investors who incurred losses when false and/or misleading statements or the omission of material information by a Company lead to artificial inflation of the Company’s stock. Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT:
Kuznicki Law PLLC
Daniel Kuznicki, Esq.
445 Central Avenue, Suite 344
Cedarhurst, NY 11516
Email: [email protected]
Phone: (347) 696-1134
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Fax: (347) 348-0967
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