Huntsman to Discuss First Quarter 2021 Results on April 30, 2021

PR Newswire

THE WOODLANDS, Texas, April 7, 2021 /PRNewswire/ — Huntsman Corporation (NYSE: HUN) will hold a conference call on Friday, April 30, 2021, at 10:00 a.m. ET to discuss its first quarter 2021 financial results, which will be released at approximately 6:00 a.m. ET that day.

Webcast link:
https://78449.themediaframe.com/dataconf/productusers/hun/mediaframe/44365/indexl.html

Participant dial-in numbers:          
Domestic callers:                  (877) 402-8037
International callers:             (201) 378-4913

The conference call will be accompanied by presentation slides that will be accessible via the webcast link and Huntsman’s investor relations website, ir.huntsman.com.  Upon conclusion of the call, the webcast replay will be accessible via Huntsman’s website.

About Huntsman:

Huntsman Corporation is a publicly traded global manufacturer and marketer of differentiated and specialty chemicals with 2019 revenues of approximately $7 billion. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 70 manufacturing, R&D and operations facilities in approximately 30 countries and employ approximately 9,000 associates within our four distinct business divisions. For more information about Huntsman, please visit the company’s website at 
www.huntsman.com
.

Social Media:

Twitter
: www.twitter.com/Huntsman_Corp
Facebook: www.facebook.com/huntsmancorp
LinkedIn: www.linkedin.com/company/huntsman

Forward-Looking Statements:

Certain information in this release constitutes 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. These statements are based on management’s current beliefs and expectations. The forward-looking statements in this release are subject to uncertainty and changes in circumstances and involve risks and uncertainties that may affect the company’s operations, markets, products, services, prices and other factors as discussed under the caption “Risk Factors” in the Huntsman companies’ filings with the U.S. Securities and Exchange Commission. Significant risks and uncertainties may relate to, but are not limited to, volatile global economic conditions, cyclical and volatile product markets, disruptions in production at manufacturing facilities, reorganization or restructuring of Huntsman’s operations, including any delay of, or other negative developments affecting the ability to implement cost reductions, timing of proposed transactions, and manufacturing optimization improvements in Huntsman businesses and realize anticipated cost savings, and other financial, economic, competitive, environmental, political, legal, regulatory and technological factors. The company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by applicable laws.

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SOURCE Huntsman Corporation

SBA to Open Shuttered Venue Operators Grants for Applications on April 8 at 12 p.m. EDT

Help is here with $16.2 billion for venues, theatres and more

Washington, April 07, 2021 (GLOBE NEWSWIRE) — The U.S. Small Business Administration will officially open the Shuttered Venue Operators Grant (SVOG) application portal tomorrow, April 8, 2021 at 12 p.m. EDT for operators of live venues, live performing arts organizations, museums and movie theatres, as well as live venue promoters, theatrical producers and talent representatives to apply for critical economic relief, as those eligible entities are some of the first that had to shutter their doors a year ago in response to the COVID-19 pandemic.

“Concerts, plays, dance performances, movie premieres, museum exhibits – these are the lifeblood of culture and community, and often the anchor for travel, tourism and neighborhood food and retail stores. We know that for the stage and venue operators across the nation that help make this culture happen, the pandemic has been devastating. Too many have been forced to lower the final curtain on their businesses. Today, with more than $16.2 billion available through the Shuttered Venue Operators Grants, help is here,” said SBA Administrator Isabella Casillas Guzman. “The SBA is committed to moving as quickly as possible to deliver this vital funding effectively and equitably – ensuring relief goes to those venue operators whose revenues have been most impacted by the pandemic.”

The SVOG program was appropriated more than $16.2 billion for grants via the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act and the American Rescue Plan Act. Of these funds, at least than $2 billion is reserved for eligible SVOG applications with up to 50 full-time employees. Eligible applicants may qualify for grants equal to 45% of their gross earned revenue up to a maximum amount of $10 million for a single grant.

The SBA is accepting SVOG applications on a first-in, first-out basis and allocating applicants to respective priority periods as it receives applications. The first 14 days of SVOG awards, which are expected to begin in late April, will be dedicated to entities that suffered a 90% or greater revenue loss between April and December 2020 due to the COVID-19 pandemic. The second 14 days (days 15-28) will include entities that suffered a 70% or greater revenue loss between April and December 2020. Following those periods, SVOG awards will include entities that suffered a 25% or greater revenue loss between one quarter of 2019 and the corresponding quarter of 2020.

Prior to the opening tomorrow for SVOG applications, the SBA has hosted a national informational webinar (archived recording) to highlight the application process for potential eligible entities. The agency also provided recurrent program updates and information via frequently asked questions, additional video tutorials, an application checklist, eligibility requirements and applicant user guide through SBA’s dedicated SVOG website – www.sba.gov/svogrant – and targeted outreach to potential applicants. 

As the SBA built the SVOG program from the ground up, it worked closely with its federal partners, including those dedicated to the affected industries such as the National Endowment for the Arts and Institute of Museum and Library Services, and Congressional authors in analyzing the legislation and Congress’ intent. The agency also consulted industry partners, such as the National Independent Venue Association, National Association of Theatre Owners, National Independent Talent Organization, Performing Arts Alliance, Broadway League, American Alliance of Museums and the Associations of Art Museum Directors, Children’s Museums, Science and Technology Centers, and Zoos & Aquariums. The SBA’s collaboration with these organizations has been vital to SBA’s understanding of and guidance for potential SVOG applicants and the agency looks forward to their continued partnership during the launch of the program.

In addition, SBA’s resource partners, including SCORE Mentors, Small Business Development Centers, Women’s Business Centers and Veterans Business Outreach Centers, are available to provide entities with individual guidance on their applications. Applicants can find a local resource partner via SBA’s website at www.sba.gov/local-assistance or via a zip code at www.sba.gov/localassistance. (Per federal grant program guidelines that the same and equal information needs to be provided to each applicant, SBA’s team members are limited on responses they can provide to individual, specific questions regarding SVOG eligibility, potential grant amount, or other detailed information.) 


### 

About the U.S. Small Business Administration

The U.S. Small Business Administration makes the American dream of business ownership a reality. As the only go-to resource and voice for small businesses backed by the strength of the federal government, the SBA empowers entrepreneurs and small business owners with the resources and support they need to start, grow or expand their businesses, or recover from a declared disaster. It delivers services through an extensive network of SBA field offices and partnerships with public and private organizations. To learn more, visit www.sba.gov.



Press Office
United States Small Business Administration
[email protected]

AGent Information Software (AIFS) Publishes 2020 Audited Financials

Recurring revenue base increased from 2019, despite challenges presented by the 2020 COVID-19 pandemic.

RANCHO CUCAMONGA, Calif., April 07, 2021 (GLOBE NEWSWIRE) — AGent Information Software (AIFS), the parent company of Auto-Graphics, Inc. (A-G), released 2020 year-end financials today.

In the year ending December 31, 2020, AIFS continued strengthening its financial position, despite the challenges of the COVID-19 pandemic. AIFS reported a net income of $408,667, with EBITDA representing 21% of sales at year-end. Continued growth of the company’s recurring revenue base saw an increase from $5,030,056 in 2019 to $5,222,595 in 2020. AIFS reported EPS of $0.09 on weighted average shares outstanding $4,484,577. AIFS declared a dividend of $0.03 per share in June 2020.

SHAREit, Auto-Graphics enterprise class system, continued to grow in North America with the State Library of Florida – Florida Library Information Network (FLIN) selection SHAREit through a competitive RFP process. This award further substantiates Auto-Graphics as the industry leader in statewide/regional resource sharing in North America.

Auto-Graphics, Inc. has been an industry leader in library management and resource sharing software for nearly 50 years. A-G was the first to provide Cloud-based library resource sharing solutions to library consortia. All A-G products meet ISO and NISO standards and are available through a cloud-based delivery model (SaaS – “Software as a Service.”) For more information, visit A-G on our website at www.auto-graphics.com, or on Facebook and LinkedIn.



Media Contact: Becky Bates

Auto‐Graphics, Inc.

(909) 569‐1514

[email protected]

Property Solutions Acquisition Corp. II Securities to Commence Separate Trading

Property Solutions Acquisition Corp. II Securities to Commence Separate Trading

NEW YORK–(BUSINESS WIRE)–
Property Solutions Acquisition Corp. II (Nasdaq: PSAGU) (the “Company”) announced today that separate trading of its Class A common stock and warrants underlying the Company’s units would commence on or about April 9, 2021. The common stock and warrants will trade under the symbols “PSAG” and “PSAGW”, respectively. Units not separated will continue to be listed on the Nasdaq Capital Market under the symbol “PSAGU”.

Property Solutions Acquisition Corp. II is a newly incorporated blank check company, incorporated as a Delaware company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While Property Solutions Acquisition Corp. II may pursue an acquisition opportunity in any business, industry, sector or geographical location, Property Solutions Acquisition Corp. II intends to seek to acquire businesses that service the real estate industry.

This press release shall not constitute an offer to sell or a 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 registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to numerous risks and conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and other filings with the Securities and Exchange Commission and, therefore, actual results could differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Jordan Vogel, Co-Chief Executive Officer

Aaron Feldman, Co-Chief Executive Officer

(646) 502-9845

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA:

Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against SOS Limited and Canoo and Encourages Investors to Contact the Firm

NEW YORK, April 07, 2021 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of SOS Limited (NYSE: SOS) and Canoo, Inc. (NASDAQ: GOEV). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

SOS Limited (NYSE: SOS)

Class Period: July 22, 2020 to February 25, 2021

Lead Plaintiff Deadline: June 1, 2021

When the Company went public in April 2017, it was known as “China Rapid Finance Limited” and claimed to focus on a peer-to-peer, micro-lending business. The Company later changed its name to “SOS Limited” in July 2020 and sold its peer-to-peer, micro-lending business in August 2020, rebranding itself into an emergency services business. In January 2021, the Company again shifted its business focus, this time to cryptocurrency mining.

Critical to SOS’s purportedly successful transition into a cryptocurrency mining business were the Company’s claims to have entered into an agreement with HY International Group New York Inc. (“HY”), which calls itself the “world’s largest mining machine matchmaker,” to acquire 15,645 mining rigs—i.e., personal computing machines built specifically for cryptocurrency mining—for $20 million, and the Company’s plans to purchase FXK Technology Corporation (“FXK”), a purported Canadian cryptocurrency technology firm.

On February 26, 2021, Hindenburg Research (“Hindenburg”) and Culper Research (“Culper”) released commentary on SOS, claiming that the Company was an intricate “pump and dump” scheme that used fake addresses and doctored photos of crypto mining rigs to create an illusion of success. The analysts noted, for example, that SOS’s SEC filings listed a hotel room as the Company’s headquarters. The analysts also questioned whether SOS had actually purchased mining rigs that it claimed to own, as the entity from which SOS purportedly bought the mining rigs appeared to be a fake shell company. The analysts further alleged that the photos SOS had published of their purported “mining rigs” were phony. Culper noted that photographs of SOS’s “miners” did not depict the A10 Pro machines that the Company claimed to own and instead appeared to show different devices altogether. Hindenburg, for its part, found that the original images from SOS’s website actually belonged to another company.

On this news, SOS’s American depositary share price fell $1.27 per share, or 21.03%, to close at $4.77 per ADS on February 26, 2021.

The complaint, filed on March 30, 2021, alleges that, throughout the Class Period defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) SOS had misrepresented the true nature, location, and/or existence of at least one of the principal executive offices listed in its SEC filings; (ii) HY and FXK were either undisclosed related parties and/or entities fabricated by the Company; (iii) the Company had misrepresented the type and/or existence of the mining rigs that it claimed to have purchased; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.

For more information on the SOS class action go to: https://bespc.com/cases/SOS

Canoo, Inc. (NASDAQ: GOEV)

Class Period: August 18, 2020 to March 29, 2021

Lead Plaintiff Deadline: June 1, 2021

Canoo was formed by a business combination between Hennessy Capital Acquisition Corp. IV (a special purpose acquisition (SPAC) company) and Canoo Holdings Limited in December 2020. The Company is a mobile technology company that develops electric vehicles. The complaint, filed on April 2, 2021, alleges that prior to and after the combination, the Company promoted a business model based on a three-phased approach to generating revenue and growth: (i) an engineering services segment, (ii) the sales of subscriptions to vehicles to consumers, and (iii) the sale of vehicles to other businesses.

On March 29, 2021, the Company revealed that it was radically changing its business model by deemphasizing its engineering services business and by no longer focusing on its subscription-based business.

In response to this news, shares of Canoo fell $2.50 (or $21.2%) from a March 29, 2021 close of $11.80 per share to close at $9.30 per share on March 30, 2021.

The complaint further alleges that defendants misled investors by misrepresenting and/or failing to disclose that: (i) the Company’s engineering services segment was not a viable business, would not provide meaningful revenue in 2021, and would not reduce operational risk; (ii) that the Company would no longer be focused on its subscription-based business model; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

For more information on the Canoo class action go to: https://bespc.com/cases/GOEV

About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com



Maravai LifeSciences Announces Pricing of an Upsized Secondary Offering of Class A Common Stock by Selling Stockholders

SAN DIEGO, April 07, 2021 (GLOBE NEWSWIRE) — Maravai LifeSciences Holdings, Inc.(Maravai) (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, today announced the pricing of an upsized public offering of 18,000,000 shares of Maravai’s Class A common stock by certain selling stockholders that was previously announced, at a public offering price of $31.25 per share. The offering was upsized by 3,000,000 shares of Maravai’s Class A common stock from what was previously announced. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2,700,000 shares of Maravai’s Class A common stock, which was upsized from 2,250,000 shares of Maravai’s Class A common stock. The offering is expected to close on April 12, 2021, subject to customary closing conditions.

Maravai will not receive any proceeds from the sale of shares by the selling stockholders.

Morgan Stanley, Jefferies and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering. BofA Securities, Credit Suisse, UBS Investment Bank, Baird, William Blair, Stifel and KeyBanc Capital Markets are also acting as joint book-running managers, and Academy Securities, Loop Capital Markets, Penserra Securities LLC and Tigress Financial Partners are acting as co-managers for the offering.

The offering is being made only by means of a prospectus, copies of which may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 877-821-7388 or by email at [email protected]; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526, by facsimile at 212-902-9316 or by email at [email protected].

A registration statement relating to the sale of these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on April 5, 2021. Copies of the registration statement can be accessed by visiting the SEC’s website at www.sec.gov. 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Maravai

Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases. Maravai’s companies are leaders in providing products and services in the fields of nucleic acid synthesis, bioprocess impurity detection and analysis, and protein labeling and detection to many of the world’s leading biopharmaceutical, vaccine, diagnostics, and cell and gene therapy companies.

Note Regarding Forward-Looking Statements

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

  • Certain of our products are used by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment. Unforeseen adverse events, negative clinical outcomes, or increased regulatory scrutiny of these and their financial cost may damage public perception of the safety, utility, or efficacy of these vaccines and therapies or other modes of treatment and may harm our customers’ ability to conduct their business. Such events may negatively impact our revenue and have an adverse effect on our performance.
  • We compete with life science, pharmaceutical and biotechnology companies who are substantially larger than we are and potentially capable of developing new approaches that could make our products, services and technology obsolete.
  • We depend on a limited number of customers for a high percentage of our revenue. If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results will be adversely affected.
  • We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and may not be able to find replacements or immediately transition to alternative suppliers.
  • Such other factors as discussed throughout the “Risk Factors” section of our Annual Report on Form 10-K dated March 22, 2021 on file with the Securities and Exchange Commission.

Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.



Contact Information:
Media Contact: Sara Michelmore
MacDougall
+1 781-235-3060
[email protected]

Investor Contact: Deb Hart
Maravai LifeSciences
+ 1 858-988-5917
[email protected]
[email protected]

VIQ Solutions Reports Record 2020 Revenue and Adjusted EBITDA with Strong Growth Outlook

VIQ Solutions Reports Record 2020 Revenue and Adjusted EBITDA with Strong Growth Outlook

Results Reflect Solid Execution During Pandemic

Organizational Consolidation in Q1 Drives Efficiencies and Cost Savings

PHOENIX, Ariz.–(BUSINESS WIRE)–VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX: VQS and OTCQX: VQSLF), a global provider of secure, AI-driven, digital voice and video capture technology and transcription services, today reported unaudited financial results for the fourth quarter and full year 2020. Results are reported in US dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”).

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210407006032/en/

“We are pleased with VIQ’s execution and commitment to continued evolution and growth as we deliver record results to our shareholders and despite a challenging year, we are in a better position than a year ago. We delivered on financial goals, expanded our foundational AI, successfully executed global organizational realignment, and further refined our growth strategies to keep pace with market dynamics. Our significant investment in technology and infrastructure created a solid foundation to scale consistently, steadily becoming the global leader of secure, AI-driven, solutions and services with $32 million in revenue, generating strong 2020 cash flow and Adjusted EBITDA,” said Sebastien Paré, VIQ Chief Executive Officer.

“Our 2020 transition to a cloud-based, machine supervised workflow increased operational excellence and created clear focus and accountability. Investments in innovation expanded our technology stack with the successful launch of FirstDraft, CapturePro™ Conference, CapturePro™ On-the-Go, and MobileMic™ Pro strengthening our market leadership,” Mr. Paré added.

“We are excited as we entered 2021 to launch VIQ 3.0, the next step in our digital transformation focusing on AI-powered workflows to support monetization of the vast amount of digital content recorded annually in our markets. This new, value-added service creates actionable, on-demand documentation from a single data set to support a variety of use cases within our expanding global markets,” Mr. Paré continued.

“The large multi-industry data sets that VIQ creates, edits and annotates fuels our proprietary machine learning to drive improved productivity, new products, and business insights optimizing agency workflow around the world. This data is the foundation of our growth and commercial competitiveness.” Mr. Paré concluded.

Fourth Quarter 2020 Financial Highlights:

  • Revenue of $7.8 million increased 28% compared to $6.1 million in the same quarter of 2019;
  • Gross profit of $3.0 million represented 38.1% of revenue compared to $2.4 million, or 39.3% of revenue, in the same quarter of 2019. The decrease in gross margin for the three months ended December 31, 2020 was primarily due to the impacts of COVID-19 on volume while the Company maintained non-variable payroll, as well as the processing of post-migration backlog resulting in overtime costs and accelerated hiring costs across all segments to change workforce profile to editors;
  • Adjusted EBITDA was $0.6 million versus the prior year negative Adjusted EBITDA of $0.3 million, representing an increase of approximately $1.0 million. Partially offsetting higher revenues, and a gain on contingent consideration of $0.9 million, the Adjusted EBITDA was negatively impacted by the gross margin impacts mentioned previously, as well as higher SG&A expense as the Company invested in scalability and innovation;
  • Net loss was $3.9 million versus $2.5 million in 2019. For a reconciliation of Net loss to Adjusted EBITDA, please see the table on page 9 of this press release.

“2020 was a critical year for VIQ to prove our assumptions related to productivity and efficiency gains, despite the challenges of COVID-19,” said Susan Sumner, VIQ President and Chief Operating Officer. “We validated the productivity gains in migrating our clients to NetScribe™, powered by the aiAssist™ platform. Results show a 30% improvement by our highest volume editors. We migrated 80% of our US services operation to this technology and successfully built, what we believe, is the largest group of editors in the US in the segments we serve. We intentionally preserved staffing to ensure we can manage our expected volume recovery in mid 2021.”

“We also seeded the organization to accelerate our organic growth expanding our sales and marketing and preparing our technology to monetize the value of an audio file maximizing “options” for the content we deliver,” Ms. Sumner added.

Full Year 2020 Financial Highlights:

  • Record revenue of $31.7 million increased 27% compared to $25.1 million in revenue in 2019;
  • Generated 70% of revenue in the United States, 27% in Australia, and 3% in EMEA and Canada;
  • Gross profit of $16.2 million represented 50.9% of revenue versus $10.8 million or 43.1% in 2019. Gross profit for the year includes $2.8 million in COVID-19 wage subsidies. Excluding the COVID-19 impacts to both revenue and expense, gross margin for the year was favorably impacted by higher revenue and increased productivity and was partially offset by the impact of integrations;
  • Record Adjusted EBITDA of $5.0 million increased 473% compared to $0.9 million in 2019. The $4.1 million increase in Adjusted EBITDA includes the negative impact of COVID-19 on revenues and the positive impact from the related wage subsidies and gain on contingent consideration of $0.9 million. Excluding the estimated impacts of COVID-19, the increase in Adjusted EBITDA was primarily driven by higher revenues and productivity gains;
  • Net loss was $11.4 million versus $4.5 million in 2019. For a reconciliation of Net loss to Adjusted EBITDA, please see the table on page 9 of this press release;
  • Outstanding shares increased to 23.6 million at the end of 2020 from 10.9 million shares at the end of 2019. Share count increased primarily as a result of the conversion of the Company’s convertible notes from debt to equity during the year, the issuance of new shares in November as part of the $15 million capital raise, and the exercising of warrants.

Alexie Edwards, VIQ Chief Financial Officer stated, “Our financial strategy this past year focused on providing sufficient capital to fund technology and AI, organic growth and acquisitions, improving our capitalization table and preparing to uplist to national exchanges in Canada and United States. We finalized the uplisting to the TSX in January 2021. We ended the year with $16.8 million in cash, providing us with ample liquidity as we entered 2021.”

Organizational Consolidation to Drive Efficiencies and Cost Savings

The Company has completed the consolidation of its global operations to allow for improved operating efficiencies and the ability to service its vertical market sectors more effectively, resulting in an expected annual cost saving of approximately $1 million.

Organizational changes to ensure cross-functional efficiencies and support business group functions include:

  • The consolidation of the management team designed to add focus to the vertical sectors the Company supports across the globe;
  • The consolidation of global production operations to drive uniformity in all business processes;
  • A newly formed innovation team focusing solely on the expansion of the propriety AI and the extension of technology innovations that exist outside the Company’s intellectual property;
  • Realignment of all existing corporate functions to drive more effective operations across the three international geographies of operation.

Mr. Paré concluded, “We will concentrate on refining our customer-focused strategy to increase same-store sales and will continue to invest in our offerings to meet client expectations. Our continued client migrations will increase productivity gains and gross margin through our tech-enabled workforce. We will also further expand our footprint through strategic acquisitions and organic sales growth. Now, more than ever, scale, globalization, and segmentation are critical to VIQ’s ability to change the game in global documentation related solutions and services. Our ultimate goal is to be the number one provider of a digital data content repository that offers highly secure SaaS and AI-powered workflow solutions for clients across the globe.”

2021 Priorities

The Company is focused on several initiatives in 2021 to drive growth in revenue and profitability, and defensibility, including:

  • Driving organic revenue growth through stepped-up investments in infrastructure including sales, marketing, finance, operations, and technology;
  • Integrating prior acquisitions and driving productivity gains through an enabled workforce;
  • Migrating clients to the full tech stack;
  • Further global expansion through net new clients, contracts, and acquisitions;
  • Continued development of AI-driven solutions for clients;
  • Mitigate the impact of COVID-19 on results and process customer backlog;
  • Complete and begin to integrate at least two acquisitions.

A core aspect of the Company’s plan is doubling down on AI Machine Learning investments, operational infrastructure, and organic growth driving capabilities. Over time, this is expected to result in high top-line and bottom-line growth driving continued increases in shareholder value.

Q1 and Full Year 2021 Outlook

Due, in part, to the ongoing uncertainty surrounding the future impact of COVID-19, the Company is not providing specific financial guidance for 2021.

As a growth-oriented company disrupting a fast changing global industry, the Company plans on keeping its accelerated investments in the next generation of aiAssist, to scale sales and marketing and to continue to acquire strategic assets worldwide. The Company anticipates these growth-oriented investments may from time-to-time pressure gross margin and Adjusted EBITDA during 2021.

Conference Call Details

VIQ will host a conference call to discuss its full year 2020 results on Thursday, April 8 at 11:00 AM Eastern Time. The call will consist of a brief update by VIQ’s CEO, Sebastien Paré, Alexie Edwards, VIQ’s CFO, and Susan Sumner, VIQ’s President and COO, followed by a question-and-answer period.

Investors may access a live webcast of the call on the Company’s website at www.viqsolutions.com/investors or by dialing 1-833-378-1030 (North America toll-free) or +1-236-712-2544 (international) to be connected to the call by an operator using conference ID number 4689678. Participants should dial in at least 10 minutes prior to the start of the call. A replay of the webcast will be available on the Company’s website through the same link approximately one hour after the conference call concludes.

For more information about VIQ, please visit viqsolutions.com.

About VIQ Solutions Inc.

VIQ Solutions is a global provider of secure, AI-driven, digital voice and video capture technology and transcription services. VIQ offers a seamless, comprehensive solution suite that delivers intelligent automation, enhanced with human review, to drive transformation in the way content is captured, secured, and repurposed into actionable information. The cyber-secure, AI technology and services platform are implemented in the most rigid security environments including criminal justice, legal, insurance, media, government, corporate finance, media, and transcription service provider markets, enabling them to improve the quality and accessibility of evidence, to easily identify predictive insights and to achieve digital transformation faster and at a lower cost.

About this Earnings Release

This earnings release contains important information about our business and our performance for the three and twelve months ended December 31, 2020, as well as forward-looking information about future periods. This earnings release should be used as preparation for reading our forthcoming Management’s Discussion and Analysis (MD&A) and Audited Consolidated Financial Statements for the year ended December 31, 2020, which we intend to file with securities regulators in Canada in the coming days. These documents will be made available at sedar.com or mailed upon request. The Consolidated Financial Statements and Management’s Discussion and Analysis for the year will be posted on the Company’s website at https://viqsolutions.com/investors and the SEDAR website at www.sedar.com.

The financial information contained in this earnings release is prepared using International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. This earnings release should be read in conjunction with our 2019 Annual MD&A, our 2019 Audited Consolidated Financial Statements, our 2020 First, Second, and Third Quarter MD&A and Interim Condensed Consolidated Financial Statements, and our other recent filings with Canadian securities regulatory authorities, which are available on SEDAR at sedar.com.

Forward-looking Statements

Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

Forward-looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this news release include, but are not limited to, the Company’s ability to scale consistently, accelerate its organic growth, expand its global footprint and strengthen its market leadership in the industries in which it operates; the Company’s ability to complete future strategic acquisitions; expectations regarding the Company’s development and launch of future product and service offerings, including without limitation, VIQ 3.0 and the benefits that customers will realize as a result of such offerings; the anticipated benefits of the Company’s consolidation of its global operations and expectations regarding cost savings related thereto; the benefits that the Company anticipates will be realized as a result of its continued migration of clients, including, without limitation, the effect that the continued migration of clients will have on productivity and gross margin; the strategic initiatives that the Company intends to focus on in 2021, the effect that such initiatives will have on the Company’s revenue, profitability, defensibility , top-line and bottom-line growth and shareholder value; the Company’s intention to continue investing in its AI-driven solutions, to scale sales and marketing and to continue acquiring strategic assets globally, and the effect that such actions will have on gross margin and Adjusted EBITDA; and the anticipated timing of the Company’s filing of its Management’s Discussion and Analysis and Audited Consolidated Financial Statements for the year ended December 31, 2020.

Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because VIQ can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things; the Company’s ability to execute its business plan as currently contemplated; the Company’s ability to migrate its customers to the NetScribe platform in accordance with projected timelines; the Company’s ability to maintain its existing customer contracts in good standing; the Company’s ability to successfully recover revenues delayed to 2021; the Company’s ability to identify and acquire suitable acquisition targets; the accuracy of the Company’s financial projections; and the Company’s ability to continue to grow its customer base in accordance with current projections. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.

Forward-looking statements or information is based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by VIQ, including but not limited to; the risk that delayed revenues will be unrecoverable; the risk that Company will be unable to successfully migrate its customers to its NetScribe platform as anticipated or at all; the risk that certain of the Company’s customer contracts will be terminated; the risk that the Company’s projections are not accurate; the risk that the Company will be unable to identify or acquire suitable acquisition targets; the risk that the Company will be unable to integrate future acquisitions into its existing operations and the risks and uncertainties described under the heading “Risk Factors” in VIQ’s Annual Information Form for the year ended December 31, 2019, filed with the Canadian securities regulatory authorities under VIQ’s SEDAR profile at www.sedar.com.

These risks and uncertainties may cause actual results to differ materially from the forward-looking statements or information. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. The forward-looking statements contained in this release are made as of the date of this release and, except as required by applicable law, VIQ undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

VIQ Solutions Inc.

Consolidated Statements of Financial Position

(Expressed in United States dollars) (Unaudited)

 

 

 

 

December 31, 2020

December 31, 2019

Assets

 

 

Current assets

 

 

Cash

$

16,835,671

 

$

1,707,654

 

Trade and other receivables, net of expected credit loss

 

4,475,751

 

 

3,169,545

 

Inventories

 

49,381

 

 

64,706

 

Prepaid expenses and deposits

 

254,230

 

 

184,207

 

 

 

21,615,033

 

 

5,126,112

 

Non-current assets

 

 

Restricted cash

 

42,835

 

 

37,536

 

Property and equipment

 

215,835

 

 

111,587

 

Right of use assets

 

309,566

 

 

647,046

 

Intangible assets

 

12,118,352

 

 

10,216,461

 

Goodwill

 

6,976,096

 

 

4,295,515

 

Deferred tax assets

 

1,441,942

 

 

599,935

 

Total assets

$

42,719,659

 

$

21,034,192

 

 

 

 

Liabilities

 

 

Current liabilities

 

 

Trade and other payables and accrued liabilities

$

5,305,600

 

$

3,515,028

 

Income tax payable

 

201,592

 

 

94,606

 

Share appreciation rights plan obligations

 

126,503

 

 

149,078

 

Current portion of long-term debt

 

1,486,136

 

 

1,103,438

 

Current portion of convertible note

 

 

 

2,336,804

 

Current portion of lease obligations

 

113,218

 

 

307,436

 

Current portion of contract liabilities

 

1,252,957

 

 

455,026

 

 

 

8,846,006

 

 

7,961,416

 

Non-current liabilities

 

 

Deferred tax liability

 

60,587

 

 

269,598

 

Long-term convertible note

 

 

 

3,601,182

 

Long-term debt

 

12,138,799

 

 

6,505,637

 

Long-term contingent consideration

 

1,575,528

 

 

 

Long-term lease obligations

 

240,981

 

 

382,208

 

Long-term contract liabilities

 

70,834

 

 

 

Other long-term liabilities

 

360,525

 

 

103,629

 

Total liabilities

 

22,933,260

 

 

18,823,670

 

 

 

 

Shareholders’ equity

 

 

Capital stock

 

50,234,551

 

 

21,987,937

 

Contributed surplus

 

4,970,945

 

 

4,552,528

 

Accumulated other comprehensive loss

 

(78,906

)

 

(135,058

)

Deficit

 

(35,340,191

)

 

(24,194,885

)

 

 

19,786,399

 

 

2,210,522

 

Total liabilities and shareholders’ equity

$

42,719,659

 

21,034,192

 

VIQ Solutions Inc.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States dollars) (Unaudited)

 

 

Year ended December 31,

 

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Revenue

 

 

$

31,749,693

 

$

25,096,308

 

Cost of sales

 

 

 

15,599,437

 

 

14,276,321

 

Gross profit

 

 

 

16,150,256

 

 

10,819,987

 

 

 

 

 

 

Expenses

 

 

 

 

Selling and administrative expenses

 

 

 

11,034,902

 

 

8,954,512

 

Research and development expenses

 

 

 

1,074,178

 

 

994,640

 

Stock-based compensation

 

 

 

725,316

 

 

195,113

 

Foreign exchange (gain) loss

 

 

 

(132,306

)

 

217,040

 

Depreciation

 

 

 

445,995

 

 

528,484

 

Amortization

 

 

 

4,813,248

 

 

2,973,945

 

 

 

 

 

17,961,333

 

 

13,863,734

 

 

 

 

 

 

Loss before undernoted items and income taxes

 

 

 

(1,811,077

)

 

(3,043,747

)

 

 

 

 

 

Interest expense

 

 

 

(4,934,517

)

 

(1,549,904

)

Accretion and other financing expense

 

 

 

(1,216,949

)

 

(916,734

)

Gain (loss) on revaluation of conversion feature

liability

 

 

 

(1,308,440

)

 

2,330,964

 

Loss on repayment of long-term debt

 

 

 

(1,497,804

)

 

 

Business acquisition costs

 

 

 

(19,058

)

 

(484,387

)

Gain on contingent consideration

 

 

 

946,503

 

 

 

Impairment of goodwill and intangibles

 

 

 

(2,258,369

)

 

 

Other income (expense)

 

 

 

10,373

 

 

(761,235

)

 

 

 

 

(12,089,338

)

 

(4,425,043

)

 

 

 

 

 

Current income tax expense

 

 

 

(106,986

)

 

(93,580

)

Deferred income tax recovery (expense)

 

 

 

1,051,018

 

 

(5,575

)

Income tax recovery (expense)

 

 

 

944,032

 

 

(99,155

)

Net loss for the year

 

 

$

(11,145,306

)

$

(4,524,198

)

Exchange gain (loss) on translating foreign operations

 

 

 

56,152

 

 

(262,811

)

Comprehensive loss for the year

 

 

$

(11,089,154

)

$

(4,787,009

)

 

 

 

 

 

Net loss per share

 

 

 

 

Basic

 

 

$

(0.62

)

$

(0.46

)

Diluted

 

 

$

(0.62

)

$

(0.46

)

Weighted average number of common shares outstanding – basic

 

 

 

18,080,533

 

 

9,752,131

 

Weighted average number of common shares outstanding – diluted

 

 

 

18,080,533

 

 

9,752,131

 

Reconciliation of Non-IFRS Measures

The following is a reconciliation of Net Loss to Adjusted EBITDA, the most directly comparable IFRS measure for the year ended December 31, 2020 and 2019:

Unaudited

Three months ended December 31

 

Year ended December 31

2020

 

2019

 

 

2020

 

2019

 

 

Net income (loss)

(3,857,540

)

(2,525,682

)

(11,145,306

)

(4,524,198

)

 

Add:

Depreciation

98,632

 

122,753

 

445,995

 

528,484

 

Amortization

1,431,855

 

807,852

 

4,813,248

 

2,973,945

 

Interest expense

491,848

 

403,153

 

4,934,517

 

1,549,904

 

Current income tax expense

(565,707

)

93,580

 

106,986

 

93,580

 

Deferred income tax (recovery) expense

(968,126

)

5,575

 

(1,051,018

)

5,575

 

EBITDA

(3,369,038

)

(1,092,769

)

(1,895,578

)

627,290

 

Accretion and other financing expense

482,849

 

219,751

 

1,216,949

 

916,734

 

(Gain) loss on revaluation of conversion feature liability

834,036

 

(735,743

)

1,308,440

 

(2,330,964

)

Loss on repayment of long-term debt

207,657

 

 

1,497,804

 

 

Impairment of goodwill and intangibles

2,258,369

 

 

2,258,369

 

 

Other expense (income)

(7,886

)

762,345

 

(10,373

)

761,235

 

Business acquisition costs

 

484,387

 

19,058

 

484,387

 

Stock-based compensation

87,802

 

(28,740

)

725,316

 

195,113

 

Foreign exchange (gain) loss

152,885

 

54,170

 

(132,306

)

217,040

 

 

Adjusted EBITDA

646,674

 

(336,599

)

4,987,679

 

870,835

 

Non-IFRS Measures

The Company prepares its financial statements in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition. We believe non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements. This MD&A also includes certain measures which have not been prepared in accordance with IFRS such as Adjusted EBITDA. To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “Adjusted EBITDA” refers to net income (loss) before adjusting earnings for stock-based compensation, depreciation, amortization, interest expense, accretion and other financing expense, (gain) loss on revaluation of conversion feature liability, loss on repayment of long-term debt, business acquisition costs, impairment of goodwill and intangibles, other expense (income), foreign exchange (gain) loss, current and deferred income tax expense. We believe that the items excluded from Adjusted EBITDA are not connected to and do not represent the operating performance of the Company.

We believe that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation, amortization, impairment of goodwill and intangibles, other expense (income), and foreign exchange (gain) loss. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.

Adjusted EBITDA is not a measure recognized by IFRS and do not have standardized meanings prescribed by IFRS. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined in accordance with IFRS.

Media:

Laura Haggard

Chief Marketing Officer

VIQ Solutions

Phone: (800) 263-9947

Email: [email protected]

Investor Relations:

Laura Kiernan

High Touch Investor Relations

Phone: 1-914-598-7733

Email: [email protected]

KEYWORDS: United States North America Arizona

INDUSTRY KEYWORDS: Legal Technology Insurance Security Consulting Satellite Other Technology Professional Services Software Audio/Video

MEDIA:

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HAGENS BERMAN, NATIONAL TRIAL ATTORNEYS, Encourages Canoo (GOEV) Investors with Losses to Contact Its Attorneys Now, Securities Fraud Case Filed

SAN FRANCISCO, April 07, 2021 (GLOBE NEWSWIRE) — Hagens Berman urges Canoo Inc. f/k/a Hennessy Capital Acquisition Corp. IV (NASDAQ: GOEV) investors with significant losses to submit your losses now. A securities fraud class action has been filed and certain investors may have valuable claims.

Class Period: Aug. 18, 2020 – Mar. 29, 2021
Lead Plaintiff Deadline: June 1, 2021
Visit:www.hbsslaw.com/investor-fraud/GOEV
Contact An Attorney Now:[email protected]
                                              844-916-0895

Canoo Inc. (NASDAQ: GOEV) Securities Fraud Class Action:

The complaint alleges Canoo misled investors before and after going public through a SPAC closing on Dec. 21, 2020.

Specifically, Defendants repeatedly touted a three-pronged strategy to generate revenue and growth: (i) an engineering services segment; (ii) the sales of subscriptions of vehicles to consumers; and (iii) the sale of vehicles to other businesses. Canoo also emphasized its agreements with established OEMs, including with Hyundai for the co-development of a future EV platform.

In truth, defendants concealed that Canoo (1) had decreased its focus on its plan to sell vehicles to consumers through a subscription model; (2) would de-emphasize its engineering services business; and (3) did not have partnerships with OEMs and no longer engaged in the previously announced partnership with Hyundai.

On Mar. 29, 2021, the truth emerged when Canoo abruptly announced its CFO was being replaced, that it would deemphasize its engineering services business, would no longer focus on subscription sales to consumers, and try to make and sell its own vehicles to commercial operators. Moreover, on a call with investors, Canoo’s Chairman characterized senior management’s statements concerning the company’s partnerships as “aggressive” and that “they weren’t at our standard of representation to the public markets.”

In response to this news, analyst Roth Capital downgraded the company’s shares from buy to neutral buy and slashed its price target, and the price of Canoo shares crashed.

“We’re focused on investors’ losses and proving defendants intentionally misrepresented the viability of Canoo’s business model and business partnerships,” said Reed Kathrein, the Hagens Berman partner leading the investigation.

If you are a Canoo investor and have significant losses, or have knowledge that may assist the firm’s investigation, click here to discuss your legal rights with Hagens Berman.

Whistleblowers: Persons with non-public information regarding Canoo should consider their options to help in the investigation or take advantage of the SEC Whistleblower program. Under the new program, whistleblowers who provide original information may receive rewards totaling up to 30 percent of any successful recovery made by the SEC. For more information, call Reed Kathrein at 844-916-0895 or email [email protected].


About Hagens Berman


Hagens Berman is a national law firm with eight offices in eight cities around the country and over eighty attorneys. The firm represents investors, whistleblowers, workers and consumers in complex litigation. More about the firm and its successes is located at hbsslaw.com. For the latest news visit our newsroom or follow us on Twitter at @classactionlaw.

Contact:

Reed Kathrein, 844-916-0895

 



Petrobras Announces Expiration And Expiration Date Results Of Cash Tender Offers

PR Newswire

RIO DE JANEIRO, April 7, 2021 /PRNewswire/ — Petróleo Brasileiro S.A. – Petrobras (“Petrobras“) (NYSE: PBR) today announced the expiration and expiration date results of the previously announced cash tender offers by its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF“), with respect to any and all of PGF’s outstanding notes of the series set forth in the table below (the “Notes” and such offers, the “Offers“).

The following table sets forth certain information about the Offers, including the aggregate principal amount of Notes validly tendered and accepted in the Offers, and the aggregate principal amount of Notes reflected in notices of guaranteed delivery delivered at or prior to the Expiration Date: 


Title of Security


CUSIP/ISIN


Acceptance
Priority
Level


Principal Amount
Outstanding(1)


Consideration(2)


Principal Amount
Tendered and
Accepted


Principal Amount
Reflected in Notices of
Guaranteed Delivery

5.625% Global Notes
Due May 2043

71647NAA7 /
US71647NAA72

1

US$548,480,000

US$1,042.76

US$74,710,000

US$13,395,000

5.093% Global Notes
Due January 2030

71647NBE8,
71647NBF5,
N6945AAL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19

2

US$3,930,399,000

US$1,045.34

US$864,314,000

US$4,655,000

6.750% Global Notes
Due June 2050

71647NBG3 /
US71647NBG34

3

US$1,726,250,000

US$1,075.43

US$256,409,000

US$2,750,000

6.900% Global Notes
Due March 2049

71647NBD0 /
US71647NBD03

4

US$2,047,937,000

US$1,104.60

US$303,317,000

US$3,700,000

5.750% Global Notes
Due February 2029

71647NAZ2 /
US71647NAZ24

5

US$1,000,400,000

US$1,102.08

US$120,982,000

US$453,000

5.999% Global Notes
Due January 2028

71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58

6

US$2,040,578,000

US$1,107.70

US$291,731,000

US$1,221,000

5.299% Global Notes
Due January 2025

71647NAT6,
71647NAV1,
N6945AAJ6 /
US71647NAT63,
US71647NAV10,
USN6945AAJ62

7

US$1,109,754,000

US$1,105.35

US$42,795,000

US$5,635,000

6.250% Global Notes
Due March 2024

71647NAM1 /
US71647NAM11

8

US$795,071,000

US$1,111.54

US$20,632,000

US$55,000

6.750% Global Notes
Due January 2041

71645WAS0 /
US71645WAS08

9

US$1,058,788,000

US$1,124.30

US$45,644,000

US$10,000

6.875% Global Notes
Due January 2040

71645WAQ4 /
US71645WAQ42

10

US$1,028,905,000

US$1,135.00

US$45,531,000

US$1,697,000

7.250% Global Notes
Due March 2044

71647NAK5 /
US71647NAK54

11

US$1,647,605,000

US$1,154.01

US$360,479,000

US$4,070,000

7.375% Global Notes
Due January 2027

71647NAS8 /
US71647NAS80

12

US$1,832,653,000

US$1,195.07

US$57,479,000

____________________

(1) Including Notes held by Petrobras or its affiliates.

(2) Per US$1,000 principal amount of Notes validly tendered and accepted for purchase.  The applicable consideration does not include accrued and unpaid interest on the Notes accepted for purchase through the Settlement Date (as defined below), which will be payable in cash.

The Offers expired at 5:00 p.m., New York City time, on April 7, 2021 (the “Expiration Date“).  The settlement date with respect to the Offers is expected to occur on April 12, 2021 (the “Settlement Date“). 

The Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated March 31, 2021 (the “Offer to Purchase” and, together with the accompanying notice of guaranteed delivery, the “Offer Documents“).

In order to be eligible to participate in the Offers, holders of Notes reflected in notices of guaranteed delivery received by PGF prior to the Expiration Date must deliver such Notes to PGF by 5:00 p.m., New York City time, on April 9, 2021 (the “Guaranteed Delivery Date“).

On the terms and subject to the conditions set forth in the Offer to Purchase, PGF has accepted for purchase all of the Notes validly tendered, and expects to accept all of the Notes for which PGF received notices of guaranteed delivery and that are delivered on or prior to the Guaranteed Delivery Date.  The principal amount of Notes that will be purchased by PGF on the Settlement Date is subject to change based on deliveries of Notes pursuant to the guaranteed delivery procedures described in the Offer to Purchase.  A press release announcing the final results of the Offers is expected to be issued on or promptly after the Settlement Date.

All conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Expiration Date have been satisfied.

# # #

PGF engaged BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC to act as dealer managers with respect to the Offers (the “Dealer Managers“).  Global Bondholder Services Corporation acted as the depositary and information agent for the Offers.

This announcement is for informational purposes only, and does not constitute an offer to purchase or sell or a solicitation of an offer to sell or purchase any securities. 

Any questions or requests for assistance regarding the Offers may be directed to BNP Paribas Securities Corp. collect at +1 (212) 841-3059 or toll free at +1 (888) 210-4358, Banco Bradesco BBI S.A. at +1 (646) 432-6643, Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030 (toll free) or +1 (212) 261-7802 (collect), Mizuho Securities USA LLC collect at +1 (212) 205-7736 or +1 (866) 271-7403 (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).  Requests for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774.  The Offer Documents can be accessed at the following link: https://www.gbsc-usa.com/Petrobras/

The Offers were made solely pursuant to the Offer Documents.  The Offer Documents have not been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country.  No authority has passed upon the accuracy or adequacy of the Offer Documents or any other documents related to the Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The communication of this announcement and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000.  This announcement and any other documents related to the Offers are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, (iii) are outside the United Kingdom, (iv) are members or creditors of certain bodies corporate as defined by or within Article 43(2) of the Order, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred
 
to as “relevant persons”).  This announcement and any other documents related to the Offers are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this announcement and any other documents related to the Offers are available only to relevant persons and will be engaged in only with relevant persons.

Forward-Looking Statements

This announcement contains forward-looking statements.  Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties.  No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.  Petrobras undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

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SOURCE Petróleo Brasileiro S.A. – Petrobras

Eastern Bankshares, Inc. and Century Bancorp, Inc. Enter Into Definitive Agreement To Merge

Eastern Bankshares, Inc. and Century Bancorp, Inc. Enter Into Definitive Agreement To Merge

Key Highlights:

  • Merger creates $22 billion combined franchise and solidifies Eastern’s leading position in Boston and Eastern Massachusetts
  • Financially compelling transaction with 55% EPS accretion on a fully synergized basis
  • Eastern announces 33% increase to quarterly dividend

BOSTON & MEDFORD, Mass.–(BUSINESS WIRE)–Eastern Bankshares, Inc. (“Eastern”) (Nasdaq Global Select Market: EBC), the stock holding company for Eastern Bank, and Century Bancorp, Inc. (Nasdaq: CNBKA) (“Century”), the stock holding company for Century Bank and Trust Company (“Century Bank”), today jointly announced they have entered into a definitive all-cash merger agreement with an aggregate transaction value of $642 million. This in-market transaction comes less than six months after Eastern’s initial public offering that raised approximately $1.7 billion in equity capital.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210407006031/en/

Under terms of the merger agreement, which has been unanimously approved by both boards of directors, Century shareholders will receive $115.28 in cash for each share of Century Bancorp, Inc.’s common stock. The acquisition is expected to close in the fourth quarter of 2021, subject to certain conditions, including the receipt of required regulatory approvals, shareholder approval, and other standard conditions. Century’s directors and executive officers and certain of their affiliates have agreed to vote in favor of the merger. Upon closing, Eastern intends to merge Century into Eastern with Eastern continuing as the surviving entity and concurrently merge Century Bank into Eastern Bank and convert Century customers to the Eastern platform with Century Bank branches assuming the Eastern Bank name.

“We’ve admired Century’s success since its founding by Marshall Sloane in 1969 and today they are New England’s largest family-run bank. Under the leadership of Barry R. Sloane and Linda Sloane Kay, the Century Bank brand has continued to rise in prominence and it was a proud moment for us when they communicated they wanted to partner with Eastern,” said Bob Rivers, Chief Executive Officer and Chair of the Board of Eastern Bankshares, Inc. and Eastern Bank. “We are excited for the opportunities this agreement creates and believe our combination will deepen our reach in providing banking services and other support to communities across Greater Boston and southern New Hampshire.”

“Our complementary business models and shared values make this partnership a natural fit,” said Barry R. Sloane, Chairman, President & CEO of Century Bank. “Both organizations are highly respected as leaders in the community, and we believe Eastern’s focus on innovation and technology will help to further ensure Century customers have greater access to banking products and services that meet their needs where and when they need them.”

The $642 million purchase price represents 1.75 times Century’s tangible book value* as of December 31, 2020. Eastern expects the transaction to be approximately 55% accretive to earnings on a fully synergized basis and to have an IRR of approximately 17%. Eastern will fund the purchase price with cash on hand from its balance sheet.

Eastern also announced a 33% increase to its quarterly dividend to $0.08 per share as part of its overall capital management strategy.

Bob Rivers commented, “Our pro forma capital levels remain robust post-merger and we remain ready to continue to strategically deploy our capital and deliver shareholder value. The increase in our dividend, which was initiated just last quarter, is further evidence of that commitment.”

Eastern has approximately $16 billion in assets, the largest deposit market share in both the Boston MSA and Massachusetts of any bank headquartered in Massachusetts, and owns the third largest insurance agency in Massachusetts. Century Bank, with $6.4 billion in assets, is the third largest Massachusetts headquartered bank in the Boston MSA.

J.P. Morgan Securities LLC served as financial advisor and Nutter McClennen & Fish LLP provided legal counsel to Eastern. Piper Sandler & Co. served as financial advisor and Goodwin Procter LLP provided legal counsel to Century.

Dividend Announcement

Eastern’s Board of Directors declared a quarterly cash dividend of $0.08 per common share, payable on June 15, 2021, to shareholders of record as of the close of business on June 3, 2021. Eastern expects to continue paying quarterly dividends, the declaration, timing and amounts of which remain subject to the discretion of Eastern’s Board of Directors.

Conference Call and Investor Presentation Information

Robert Rivers, CEO and Chair of the Board, and James Fitzgerald, Chief Administrative Officer, Chief Financial Officer and Treasurer, will hold a conference call for investors on April 8, 2021 at 10:00 a.m. Eastern Time to discuss the transaction. An investor presentation with an overview of the proposed transaction will be available on Eastern’s Investor Relations website at investor.easternbank.com. Dial-in numbers: U.S. (833) 670-0716; International (236) 714-2932. Participants should reference conference ID: 2198784 and join 10 minutes before the scheduled start of the call.

The conference call will be simultaneously webcast. Participants may join the webcast on Eastern’s Investor Relations website at investor.easternbank.com. A replay of the webcast will be made available on demand on this site.

About Eastern Bankshares, Inc. and Eastern Bank

Eastern Bankshares, Inc. is the stock holding company for Eastern Bank. Founded in 1818, Boston-based Eastern Bank has more than 110 locations serving communities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island. As of December 31, 2020, Eastern Bank had approximately $16 billion in total assets. Eastern provides banking, investment and insurance products and services for consumers and businesses of all sizes, including through its Eastern Wealth Management division and its Eastern Insurance Group LLC subsidiary. Eastern takes pride in its outspoken advocacy and community support that includes $240 million in charitable giving since 1994. An inclusive company, Eastern employs approximately 1,900 deeply committed professionals who value relationships with their customers, colleagues, and communities. For investor information, visit investor.easternbank.com.

About Century Bancorp, Inc. and Century Bank and Trust Company

Century Bancorp, Inc. (Nasdaq: CNBKA) is the stock holding company for Century Bank and Trust. Century Bank and Trust Company is a $6.4 billion state-chartered full service commercial bank, operating twenty-seven branches in the Greater Boston area, with a full range of business, personal and institutional services. Century Bank and Trust Company’s corporate headquarters is located at 400 Mystic Avenue in Medford, MA. Branches are located in Allston, Andover, Beverly, Boston, Braintree, Brookline, Burlington, Cambridge, Everett, Lynn, Malden, Medford, Newton, Peabody, Quincy, Salem, Somerville, Wellesley, Winchester and Woburn. For more information, visit CenturyBank.com.

Non-GAAP Financial Measures

* Denotes a Non-GAAP Financial Measure.

Each company presents tangible book value, a non-GAAP financial measure, which excludes the impact of goodwill and other intangible assets, as their respective management believes this financial measure provides investors with the ability to further assess the applicable company’s performance, identify trends in its core business and provide a comparison of its capital adequacy to other companies. For a reconciliation of Century’s tangible book value to its total stockholders’ equity, please see the table at the end of this press release.

This non-GAAP financial measure should not be considered an alternative or substitute for financial results or measures determined in accordance with GAAP. An item which a company’s management considers to be non-core and excludes when computing this non-GAAP financial measure can be of substantial importance to such company’s results for any particular period. In addition, a company’s management’s methodology for calculating a non-GAAP financial measure may differ from the methodologies employed by other banking companies to calculate the same or similar performance measures, and accordingly, a company’s reported non-GAAP financial measure may not be comparable to the same or similar performance measures reported by other banking companies.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Factors relating to the proposed merger that could cause or contribute to actual results differing materially from expected results include, but are not limited to, the possibility that revenue or expense synergies or the other expected benefits of the transaction may not materialize for Eastern in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Eastern’s or Century’s businesses may not perform as expected due to transaction-related uncertainty or other factors; that Eastern is unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that the timing of completion of the proposed merger is dependent on various factors that cannot be predicted with precision at this point; reputational risks and the reaction of the companies’ customers to the transaction; the inability to implement onboarding plans and other consequences associated with mergers; and diversion of management time on merger-related issues.

These forward-looking statements are also subject to the risks and uncertainties applicable to our businesses generally that are disclosed in Eastern’s and Century’s 2020 Annual Reports on Form 10-K. Eastern’s and Century’s SEC filings are accessible on the SEC’s website at www.sec.gov and on their respective corporate websites at investor.easternbank.com and investors.centurybank.com. These web addresses are included as inactive textual references only. Information on these websites is not part of this document. For any forward-looking statements made in this press release, Eastern and Century claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, each company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, even if its estimates change, and you should not rely on those statements as representing either company’s views as of any date subsequent to the date hereof. Annualized, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional Information and Where to Find It

This press release is not a solicitation of any vote or approval of Century shareholders and is not a substitute for the proxy statement or any other documents which Century may send to its shareholders in connection with the proposed merger. In connection with the proposed merger, Century will send to its holders of Class A Common Stock and holders of Class B Common Stock a proxy statement, as well as other relevant documents concerning the merger. BEFORE MAKING ANY VOTING DECISION, CENTURY SHAREHOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE MERGER PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Century shareholders may obtain a free copy of the merger proxy statement (when available) at Century’s website at centurybank.com or by directing a request to Century Bancorp, Inc., 400 Mystic Avenue, Medford, MA 02155, attention: Secretary.

Participants in Solicitation

Eastern and Century and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies of Century shareholders in connection with the proposed transaction. You can find information about Eastern and Century’s respective executive officers and directors in the materials filed by Eastern and Century, respectively, with the Securities and Exchange Commission. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained, with respect to Eastern, by reading Eastern’s April 1, 2021 proxy statement for its 2021 annual meeting of shareholders filed by Eastern with the Securities and Exchange Commission on April 1, 2021 and other relevant documents regarding the proposed merger to be filed with the Securities and Exchange Commission, and, with respect to Century, by reading the Annual Report on Form 10-K filed by Century with the Securities and Exchange Commission on March 10, 2021 and other relevant documents regarding the proposed merger to be filed with the Securities and Exchange Commission.

Century Bancorp, Inc. and Subsidiaries

(unaudited, dollars in thousands)

 

Reconciliation of Non-GAAP Financial Measure:

 

Tangible book value:

December 31,

2020

 

 

Total stockholders’ equity (GAAP)

$370,409

Less: goodwill

2,714

Tangible book value (non-GAAP)

$367,695

 

Eastern Bankshares, Inc. and Eastern Bank:

Investor contact:

Jill Belliveau

Eastern Bankshares, Inc.

[email protected]

781-598-7920

Media contact:

Andrea Goodman

Eastern Bank

[email protected]

781-598-7847

Century Bancorp, Inc. and Century Bank:

Investor and Media Contact:

Barry R. Sloane, Chairman, President & CEO

[email protected]

781-393-4150

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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