Leaf Group to be Acquired by Graham Holdings Company for $8.50 Per Share in All-Cash Transaction Valued at $323 Million

Delivers Significant, Immediate Cash Premium of Approximately 21% to Leaf Group Shareholders

SANTA MONICA, Calif., April 05, 2021 (GLOBE NEWSWIRE) — Leaf Group Ltd. (NYSE: LEAF) (“Leaf Group” or the “Company”), a diversified consumer internet company, today announced that it has entered into a definitive merger agreement with Graham Holdings Company (NYSE: GHC) ( “Graham Holdings”), a diversified education and media company, under which Graham Holdings will acquire all of the outstanding shares of common stock of Leaf Group for $8.50 per share in an all-cash transaction valued at approximately $323 million.

The price per share to be paid in the transaction, which was unanimously approved by the Leaf Group Board of Directors, represents a premium of approximately 21% to the closing price of Leaf Group common stock on April 1, 2021, the last trading day prior to the transaction announcement, and a premium of approximately 35% to the 90-day volume weighted average trading price of $6.30 per share.

On February 9, 2021, the Leaf Group Board of Directors received a written proposal from Graham Holdings to acquire Leaf Group for $8.50 per share in cash. Following the Leaf Group’s receipt of Graham Holdings’ offer, in order to maximize shareholder value, Moorgate Securities LLC, at the Board’s direction, contacted ten additional financial and strategic buyers about their interest in acquiring Leaf Group. Six of these parties entered into confidentiality agreements with Leaf Group and conducted due diligence but no party submitted a competing offer. After an independent review of the alternatives available, including the value creation opportunity through continued execution of Leaf Group’s strategic plan, the Leaf Group Board of Directors unanimously determined that the all-cash premium transaction with Graham Holdings for $8.50 per share in cash maximizes value for Leaf Group shareholders.

Deborah Benton, Chair of Leaf Group’s Board of Directors, said, “Through this transaction, we are pleased to maximize value and deliver a significant, immediate cash premium to Leaf Group’s shareholders. After thoroughly reviewing the strategic alternatives available to Leaf Group, the Board of Directors concluded that this all-cash premium transaction with Graham Holdings achieved the Board’s long-term objective of fully recognizing the value of the business and delivers immediate and substantial cash value to our shareholders.”

Sean Moriarty, Chief Executive Officer of Leaf Group, said, “We could not be more pleased to be joining forces with an organization with such a rich history and shared commitment to excellence. Together, we look forward to continuing to build on the strong momentum Leaf Group generated over the past year, with the additional resources and expertise of Graham Holdings helping us further grow the reach of our young brands and innovate for our customers, creators and audiences.”

Timothy J. O’Shaughnessy, Chief Executive Officer of Graham Holdings, said, “At Graham Holdings, we look for businesses that can prosper under our ownership and Leaf Group’s collection of marketplace and media brands make for a growing company that can do just that. We’re thrilled to partner with Sean and his team and look forward to driving profitable growth at Leaf Group.”

Following the transaction, it is anticipated that Sean Moriarty, Chief Executive Officer of Leaf Group, and other key members of Leaf Group’s senior management team will continue in their roles. Upon completion of the acquisition, Leaf Group will become a wholly-owned subsidiary of Graham Holdings.

Approvals and Timing

The transaction, which is expected to close in June or July of 2021, is subject to the approval of Leaf Group shareholders, customary regulatory requirements, and customary closing conditions. The transaction is not subject to a financing condition.

The Directors and executive officers of Leaf Group collectively holding approximately 2.1% of the outstanding shares of Leaf Group have entered into a voting agreement under which they have agreed to vote all of their Leaf Group shares in favor of the transaction.

Advisors

Moorgate Securities LLC and Canaccord Genuity are acting as financial advisors and Goodwin Procter LLP is acting as legal counsel to Leaf Group. Covington & Burling LLP is acting as legal counsel to Graham Holdings.

About Leaf Group 

Leaf Group Ltd. (NYSE: LEAF) is a diversified consumer internet company that builds enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle categories, including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and home, art and design (Saatchi Art, Society6 and Hunker). For more information about Leaf Group, visit www.leafgroup.com.

About Graham Holdings Company

Graham Holdings Company (NYSE: GHC) is a diversified holding company whose principal operations include educational services; television broadcasting; online, print and local TV news; home health and hospice care; custom manufacturing; automotive; and, restaurant venues. The Company owns Kaplan, a leading global diversified education services leader; Graham Media Group (WDIV–Detroit, KPRC–Houston, WKMG–Orlando, KSAT–San Antonio, WJXT–Jacksonville, WCWJ-Jacksonville, WSLS-Roanoke); The Slate Group; Foreign Policy; and Pinna. The Company also owns Code3 and Decile, a leading social marketing solutions company; Graham Healthcare Group, home health and hospice providers; Dekko, a manufacturer of electrical solutions for applications of workspace power solutions, architectural lighting, electrical components and assemblies; Hoover Treated Wood Products, a manufacturer of pressure-impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Joyce/Dayton Corp., a manufacturer of screw jacks, linear actuators and lifting systems; and, Forney Corporation, a manufacturer of burners, igniters, dampers and controls for combustion processes in electric utility and industrial applications. Additionally, the Company owns Lexus of Rockville, Honda of Tysons Corner, and Jeep of Bethesda; Clyde’s Restaurant Group (CRG), restaurant and entertainment venues in the Washington, DC metropolitan area; Framebridge, Inc., a custom framing service company; and, CyberVista, a cybersecurity training and workforce development company.

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving the Company and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection with the proposed merger transaction, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC or send to the Company’s stockholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. The proposed merger transaction will be submitted to the Company’s stockholders for their consideration. Investors and security holders will be able to obtain free copies of the Proxy Statement (when available) and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website at www.leafgroup.com or by contacting the Company’s Investor Relations contact at [email protected].

Participants in the Solicitation

The Company and its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of shares of the Company’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 25, 2021, its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 10, 2020 and in subsequent documents filed or to be filed with the SEC, including the Proxy Statement. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the merger transaction, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described above.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; (v) the response of Company stockholders to the merger agreement; and (vi) those risks detailed in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Leaf Group Investor Contacts:

Shawn Milne
Investor Relations
415-264-3419
[email protected]

Leaf Group Media Contacts:

John Christiansen/Nate Johnson
Sard Verbinnen & Co
415-618-8750/310-201-2040
[email protected]

Sharna Daduk
VP, Communications
[email protected]



Real Luck Group Ltd. Announces OTCQB Approval with ticker LUKEF

PR Newswire

CALGARY, AB and ISLE OF MAN, April 5, 2021 /PRNewswire/ – Real Luck Group Ltd. (TSX-V: LUCK) (“Real Luck Group” or the “Company“) and its subsidiary companies doing business as “Luckbox” (the “Group“), an award-winning provider of legal, real-money esports and sports betting, announces that it has received approval to trade on the OTCQB Venture Market (“OTCQB“). Effective the April 5, 2021 market open, the Company’s common shares will trade under symbol “LUKEF” on the OTCQB. Real Luck Group’s commons shares will continue trading on the TSX Venture Exchange under the symbol “LUCK” (as before).

Real Luck Group Chief Financial Officer Ran Kaspi said: “Our new listing gives us greater visibility and exposure to a broader investment community at what is an exciting time for esports and sports wagering in North America.

“We look forward to engaging with an increasing base of U.S. and international investors and sharing the Luckbox story with them.”

The OTCQB is a venture market for early stage and developing U.S. and international companies that are current in their reporting and undergo an annual verification and management certification process.

About Luckbox

The Company is an award-winning betting company that offers legal, real-money betting, live streams, and statistics on all major esports and sports on desktop and mobile devices. The Company has a Business-to-Consumer (B2C) platform, and by leveraging shared technology, data, and resources, the Company can offer an extensive range of betting options for esports tournaments. The Company’s in-house customized user interface and user experience, built on a technology stack that supports multiple odds and streaming sources, allows the Company to deliver deep esports betting coverage. The Company has been built by a team combining experience in the igaming industry and a passion for esports to offer players a unique, broad, engaging, and legal CS:GO betting, Dota 2 and League of Legends betting experience. The Company serves esports fans in more than 80 territories across the globe. In November 2020, Luckbox was named Rising Star at the EGR Operator Awards. The Company (via the Group) holds a full licence under the Online Gambling Regulation Act (OGRA), issued by the Isle of Man Gaming Supervision Commission. As the Group is fully licensed in the Isle of Man for B2C and B2B esports & sports betting and casino, the Company has access to favourable payment processors. Luckbox is committed to supporting responsible gambling.

Follow Luckbox on Twitter / Facebook / LinkedIn

CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS


The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/real-luck-group-ltd-announces-otcqb-approval-with-ticker-lukef-301261761.html

SOURCE Real Luck Group Ltd.

Bluegreen Vacations Holding Corporation (NYSE: BVH) Announces Its Intention to Acquire Outstanding Shares of Bluegreen Vacations Corporation (NYSE: BXG) Through a Short-Form Merger

Bluegreen Vacations Holding Corporation (NYSE: BVH) Announces Its Intention to Acquire Outstanding Shares of Bluegreen Vacations Corporation (NYSE: BXG) Through a Short-Form Merger

BOCA RATON, Fla.–(BUSINESS WIRE)–
Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or “BXG”) announced today that its parent company, Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB), issued the following press release.

Please see the Bluegreen Vacations Holding Corporation press release below.

About Bluegreen Vacations Corporation: Bluegreen (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 93% owned by Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB), a Florida-based holding company. For additional information, please visit www.BluegreenVacations.com.

About Bluegreen Vacations Holding Corporation: Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a Florida-based holding company whose sole investment is its approximate 93% ownership of Bluegreen Vacations Corporation (NYSE: BXG). For additional information, please visit www.BVHCorp.com.

————————–

Bluegreen Vacations Holding Corporation Announces Its Intention to Acquire Outstanding Shares of Bluegreen Through a Short-Form Merger

BOCA RATON, Florida – April 5, 2021 – Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) (“BVH”) announced today that it intends to acquire the approximately 7% of Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or “BXG”) common stock not currently owned by BVH through a statutory short-form merger under Florida law. In the merger, a newly formed wholly owned subsidiary would merge with and into Bluegreen, with Bluegreen being the surviving company of the merger and becoming a wholly owned subsidiary of BVH. As a result of the merger, each share of BXG’s common stock outstanding at the effective time of the merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock.

BVH currently has as its sole investment its approximately 93% ownership of BXG. Additionally:

  • Both BXG and BVH are New York Stock Exchange (“NYSE”) companies with identical operations. Both companies have an average trading volume of approximately 35,000 shares daily.
  • The proposed merger does not result in a change of control.
  • All members on the BVH Board of Directors are also board members of BXG. After the merger, any BXG directors not currently directors of BVH will join the BVH board.

The proposed merger, among other things, is anticipated to:

  • Simplify the ownership structure, creating greater transparency of the value of Bluegreen as an entity.
  • Allow investors to trade in a single public market thereby eliminating confusion in the public markets regarding the two public companies which own the same assets.
  • Provide for greater liquidity to Bluegreen shareholders, as the public float is expected to increase.
  • Eliminate one set of public company costs, currently estimated to be approximately $0.5 million to $1.0 million annually.
  • Offer potential value accretion as a result of the above.

Alan B. Levan, Chairman and Chief Executive Officer of both BVH and BXG commented: “The market valuation of BVH has significantly trailed that of BXG notwithstanding BVH’s spin-off of its non-timeshare assets on September 30, 2020. Since the spin-off, BVH’s sole investment is its 93% ownership of BXG and BVH’s overhead costs are only $2.0 million annually. Further, BVH’s incremental net indebtedness as of December 31, 2020 was only $123.9 million. Shareholders of both BVH and BXG have suggested that the two companies should be merged into a single entity. However, as we evaluated this opportunity, it was difficult to determine the appropriate exchange rate for BXG and BVH shareholders due to the unexplained value difference, the volatility of both stocks, and the relatively low float of both companies. Accordingly, the Board of BVH made the determination to set the exchange ratio at the average of the volume-weighted average prices (“VWAP”) of both BXG and BVH stock for the last thirty trading days ending March 30, 2021, which they believe is fair to both BVH and BXG shareholders. We are hopeful this merger will provide efficiency in the market which should in the future ultimately result in a higher valuation of the combined company.”

BVH currently beneficially owns approximately 93% of Bluegreen’s common stock. Under Florida law, the holder of more than 80% of the outstanding shares of Bluegreen’s common stock may effect a merger without the approval of, or action by, the Board of Directors or any other shareholders of Bluegreen. Accordingly, the Board of Directors of Bluegreen has not acted to approve or disapprove the merger, and the shareholders of Bluegreen will not be asked to approve or disapprove the merger or be furnished a proxy in connection with voting on the merger. Assuming the merger is consummated, current Bluegreen shareholders who own approximately 7% of Bluegreen are expected to own approximately 2,664,000 shares of BVHs Class A Common Stock, representing 12% of the total outstanding BVH Class A and Class B Common Stock. The shares of BVH Class A Common Stock to be issued to them will be listed for trading on the NYSE.

It is expected that the merger will be effected by the end of the second quarter of 2021 following the effectiveness of BVH’s registration statement filed with the Securities and Exchange Commission (the “SEC”) with respect to the Class A Common Stock to be issued in the merger and the listing of those shares on the NYSE. A copy of the prospectus with respect to the shares to be issued in the merger will be mailed to Bluegreen’s shareholders within 10 days after the effectiveness of the merger. The merger is not subject to any financing condition. However, BVH is not under any obligation to cause the merger to be completed, and it could decide to terminate the merger, in its sole discretion, at any time before it becomes effective, including in the event of pending or threatened litigation relating to the contemplated merger.

Bluegreen Vacations Holding Corporation has prepared a six-page slide presentation outlining the proposed short-form merger. A summary of the slide presentation follows at the end of this release. Additionally, the slide presentation is also available to view at the BVH website at https://ir.bvhcorp.com/company-information/presentations and/or the BXG website at https://ir.bluegreenvacations.com/presentations.

– – –

About Bluegreen Vacations Holding Corporation: Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a Florida-based holding company whose sole investment is its approximate 93% ownership of Bluegreen Vacations Corporation (NYSE: BXG). For additional information, please visit www.BVHCorp.com.

About Bluegreen Vacations Corporation: Bluegreen (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 93% owned by Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB), a Florida-based holding company. For additional information, please visit www.BluegreenVacations.com.

Bluegreen Vacations Holding Corporation Contact Info:

Investor Relations: Leo Hinkley, Managing Director, Investor Relations Officer

Telephone: 954-399-7193 Email: [email protected]

###

Cautionary Note Regarding Forward-Looking Statements. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements may be identified by the use of words or phrases such as “plans,” “believes,” “will,” “expects,” “anticipates,” “intends,” “estimates,” “our view,” “we see,” “would” and words and phrases of similar import. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to the contemplated merger described herein, including risks and uncertainties related to the “implied value” of BVH which may not be realized in the near term or at all, risks that the merger may not be consummated when expected or at all (including that Bluegreen Vacations Holding Corporation has the right, in the sole discretion of its Board of Directors, to terminate the merger at any time before it becomes effective), and that the benefits expected from the merger may not be realized to the extent anticipated or at all. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition, past performance may not be indicative of future results. Reference is also made to the risks and uncertainties regarding the businesses, operations and trading markets of Bluegreen Vacations Holding Corporation and Bluegreen Vacations Corporation which are detailed in reports filed by theme with the SEC, including the “Risk Factors” sections thereof, and may be viewed on the SEC’s website at www.sec.gov. The companies caution that the foregoing factors are not exclusive. Neither company undertakes, and each of them specifically disclaims any obligation to, update or supplement any forward-looking statements.

Additional Information and Where You Can Find It. Bluegreen Vacations Holding Corporation intends to file with the SEC a Registration Statement on Form S-4, which will include a prospectus of Bluegreen Vacations Holding Corporation, to register the shares of its Class A Common Stock issuable to Bluegreen’s shareholders in connection with the merger described in this press release. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BLUEGREEN VACATIONS HOLDING CORPORATION, BLUEGREEN VACATIONS CORPORATION, THE CONTEMPLATED MERGER AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the prospectus which forms a part of the Registration Statement on Form S-4 and other documents filed with the SEC by the companies through the SEC’s website at www.sec.gov. In addition, the prospectus and other documents filed by Bluegreen Vacations Holding Corporation with the SEC may be obtained free of charge in the Investor Relations section of Bluegreen Vacations Holding Corporation’s website at www.bvhcorp.com, and the documents filed by Bluegreen Vacations Corporation with the SEC may be obtained free of charge in the Investor Relations section of Bluegreen Vacations Corporation’s website at www.bluegreenvacations.com.

No Offer or Solicitation. This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to or in connection with the contemplated merger or otherwise, nor shall there be any sale or issuance of securities in any jurisdiction where it would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The following is a summary of Bluegreen Vacations Holding Corporation’s slide presentation outlining the proposed short-form merger. The slide presentation is available to view at the BVH website at https://ir.bvhcorp.com/company-information/presentations and/or the BXG website at https://ir.bluegreenvacations.com/presentations.

BLUEGREEN VACATIONS HOLDING CORPORATION TO ACQUIRE OUTSTANDING SHARES OF BLUEGREEN VACATIONS CORPORATION

Transaction at a Glance

  • Bluegreen Vacations Holding Corporation (“BVH”) to issue approximately 2,664,000 shares of BVH Class A Common Stock in exchange for 5,223,283 shares of Bluegreen Vacations Corporation (“Bluegreen” or “BXG”), an exchange ratio of 0.51:1.
  • As a result of the transaction, BXG would become a private, wholly owned subsidiary of BVH.
  • Transaction is expected to be completed in the second quarter of 2021, subject to BVH’s right to terminate the merger at any time prior to closing, including in the event of shareholder litigation relating to the merger.
  • BVH currently has as its sole investment its approximately 93% ownership of BXG. Additionally:

    • The proposed merger does not result in a change of control.
    • All members on the BVH Board of Directors are also board members of BXG. After the merger, any BXG directors not currently directors of BVH will join the BVH board.
    • Senior leadership is the same for both companies.

Strategic Rationale

  • Opportunity to simplify the ownership structure, creating greater transparency of the value of Bluegreen.
  • Results in one public market for the business.
  • Provides greater liquidity to Bluegreen shareholders, as public float is expected to increase.
  • Eliminates one set of public company costs, currently estimated to be approximately $0.5 million to $1.0 million annually.
  • Offer potential value accretion of BVH to BXG valuation (see Implied Value of BVH below).

Implied Value of BVH (1)

(in millions except for share and per share data)

  • Implied equity value of BVH based on current Bluegreen (BXG) equity value.

Bluegreen (BXG) Equity Value (2)

       

$ 806.0

Less: Incremental Net Debt of BVH (4)

       

(123.9)

Implied Equity Value of BVH

       

$ 682.1

  • Proforma Shares and Implied Price Per Share:

BVH Common Shares outstanding (Class A & B)

       

19,317,715

Shares to be issued to current BXG shareholders

       

2,664,000

Pro Forma Shares

       

21,981,715

         

Implied share price of BVH (3)

       

$ 31.03

  • Exchange Ratio – the Exchange Ratio was set at the average of the volume-weighted average prices (“VWAP”) of both Bluegreen (BXG) and BVH shares for the last thirty trading days ending March 30, 2021.

    Exchange Ratio – Bluegreen (BXG) shares to be converted at an exchange ratio of 0.51 of BVH shares. Example: 1,000 shares of Bluegreen (BXG) will be converted to 510 shares of BVH.

(1)

The market capitalization of BVH as of 3/30/2021 was $340.9 million. This analysis is for illustrative purposes only and is not indicative of current market value.
(2) Represents total market capitalization as of 3/30/2021.
(3)

Implied share price based on implied equity value of BVH divided by the sum of existing BVH shares and the incremental shares issued to Bluegreen (BXG) shareholders.

(4)

See calculation of Net Debt of BVH as of 12/31/2020 below.

Incremental Net Debt of BVH (1)

(in millions)

Woodbridge-Levitt Capital Trusts I-IV (2)

       

$ 66.3

Note Payable to New BBX (BBX Capital) (3)

       

75.0

Total Debt

       

$ 141.3

         

BVH Total Cash

       

$ 17.7

Less: BVH Restricted Cash

       

(0.3)

BVH Cash and Cash Equivalents

       

$ 17.5

         

Net Debt

       

$ 123.9

(1)

As of 12/31/2020.

(2)

Maturity Years 2035-2036. Interest rates 4.01% – 4.04%

(3)

Maturity 2025. Interest rate 6.00%.

 

Bluegreen Vacations Investor Relations Contact Information:

Leo Hinkley, Managing Director, Investor Relations Officer

954-940-5336, Email: [email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Lodging Destinations Travel Vacation

MEDIA:

Logo
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Whitecap Resources Inc. Consolidates Top Tier Montney Assets and Positions for Enhanced Free Funds Flow

Canada NewsWire

CALGARY, AB, April 5, 2021 /CNW/ – Whitecap Resources Inc. (“Whitecap” or the “Company”) (TSX: WCP) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement”) to indirectly acquire Kicking Horse Oil & Gas Ltd. (“Kicking Horse”), a privately held indirect subsidiary of Quantum Energy Partners, for aggregate consideration of $300 million, consisting of 34.5 million Whitecap common shares (determined based on the five-day volume weighted average share prices of the Whitecap shares on the TSX prior to the signing of the Arrangement) and $56 million in cash and the assumption of net debt (the “Acquisition”) estimated at $54 million as at February 28, 2021. Kicking Horse’s assets primarily consist of a condensate rich Alberta Montney development at Kakwa with current production of approximately 8,000 boe/d (~32% liquids, ~90% of which is condensate). The Acquisition is expected to close on or before May 31, 2021.

Strategic Rationale

  • The Acquisition is a continuation of Whitecap’s long-term strategy of selectively consolidating high quality assets in our core operating areas to enhance free funds flow and return of capital to shareholders. The Kicking Horse assets are well positioned in the liquids-rich portion of the Alberta Montney, complement our existing Montney position at Karr and have significant offsetting activity. The Acquisition includes 92 (60.0 net) sections of Montney rights that are 99% operated, with an average working interest of 65%, and provide the potential for further working interest consolidation.
  • Whitecap’s total acreage in the Montney resource play is now 168 (118.0 net) sections with 696 (437.4 net) drilling locations identified across numerous Montney benches.
  • Current production from the Kicking Horse assets is approximately 8,000 boe/d and is expected to be optimized at 18,000 – 19,000 boe/d over the next 12 – 15 months to maximize free funds flow. The Acquisition further strengthens the sustainability of our dividend and growth strategy and is expected to generate annual free funds flow of approximately $72 million at US$55/bbl WTI and C$2.50/GJ AECO.

  2021 (1)

2022

2023 – 2026

Average production (boe/d)

5,500

18,500

18,500

($MM)

Funds flow

$45

$152

$608

Capital investment

($75)

($80)

($320)

Free funds flow

($30)

$72

$288

Cumulative free funds flow (2)

($40)

$22

$310


(1)

The impact on 2021 is based on an estimated closing date of May 31, 2021 and, therefore, 2021 numbers do not represent full year 2021 average production, funds flow, capital investments and free funds flow.


(2)

Cumulative free funds flow includes estimated 2021 hedging losses from the Acquisition of $10 million at US$60/bbl WTI and C$2.50/GJ and estimated 2022 hedging losses of $10 million at US$55/bbl WTI and C$2.50/GJ AECO.

  • Highly accretive to key 2022 per share metrics including 10% on funds flow, 9% on free funds flow, 13% on discretionary funds flow and 11% on production.
  • Increases Whitecap’s 2022 discretionary funds flow (after capital investments and dividends) by 20% to approximately $270 million at US$55/bbl WTI and C$2.50/GJ.
  • Top tier Montney inventory of 575 (362.0 net) drilling locations of which only 12% are booked in Whitecap’s internal reserves evaluation for the Acquisition, which increases Whitecap’s proved plus probable reserve life index by 6% to 18.8 years.
  • Enhances Whitecap’s strong environmental, social and governance (“ESG”) profile with limited asset retirement obligations of $5.5 million and a strong liability management ratio of 17.3 times.
  • Strong Acquisition (including 2021 net capital spending) metrics of approximately 2.5 times 2022 funds flow multiple, a 2022 production metric of $19,000/boe/d, $9.50/boe on total proved plus probable reserves (including future development capital) and a free funds flow yield of 20%.

Advancing Whitecap’s Strategy

Grant Fagerheim, Whitecap’s President & CEO, stated: “We are excited about adding this asset to our portfolio as an advancement of our Montney growth strategy, creating an additional opportunity for our team to further generate strong returns for our shareholders. As we have integrated the NAL and TORC assets over the past several months, our team’s execution has been exceptional, and we are confident that will remain the same with this new asset. We would like to thank our employees for their continued diligent efforts as well as our shareholders, now including Quantum, for your ongoing support.”

Steve Harding, Kicking Horse’s CEO, stated: “I’m proud of what our team has accomplished, building a world class asset with strong returns and an attractive free cash flow profile, especially in a challenging energy environment.  We see this asset base as another significant facet of the expanding Whitecap footprint which will benefit from the advantages of scale as part of a larger franchise.”

Garry Tanner, Partner at Quantum Energy Partners, stated: “We believe in the Whitecap story of disciplined leadership, superior execution, and low decline, high net-back assets with strong free cash flow.  We also recognize their commitment to ESG reflected in their zero net emissions which will become essential for the oil and gas companies of the future.  We are proud to be affiliated with Whitecap and look forward to continuing our strong partnership moving forward.”

Summary of Kicking Horse

  • Current production is approximately 8,000 boe/d (32% liquids) and is expected to increase to and maintained at 18,000 – 19,000 boe/d over the next 12 – 15 months with the drilling of 8 – 10 wells per year.
  • At 18,000 – 19,000 boe/d the Acquisition is expected to generate approximately $72 million of free funds flow, based on $80 million of maintenance capital and an operating netback of $22.50/boe at US$55/bbl WTI and C$2.50/GJ. Whitecap estimates a free funds flow break-even of US$38/bbl WTI and C$1.75/GJ AECO at 18,500 boe/d.
  • Current production supports take-or-pay obligations for both gas processing and transportation agreements with no step-ups in subsequent years. Growth plans will utilize available capacity at existing plants in the area.
  • Proved developed producing (“PDP”) reserves of 10.5 MMboe (28% liquids), total proved (“TP”) reserves of 59.4 MMboe (33% liquids), and total proved plus probable (“TPP”) reserves of 89.0 MMboe (34% liquids) based on Whitecap’s internal reserves evaluation effective April 1, 2021.
  • PDP future net revenue discounted at 10 percent (“NPV10”) of $97 million, TP NPV10 of $384 million and TPP NPV10 of $577 million, which includes $5.5 million of asset retirement obligations based on Whitecap’s internal evaluation.

Pro Forma Outlook

  • Whitecap’s balance sheet remains in excellent shape and the Acquisition (including 2021 net capital investments) is expected to be neutral to our run-rate debt to EBITDA ratio of 1.2 times in 2021 and reduces our debt to EBITDA ratio by 2% to 1.0 times in 2022. Whitecap remains committed to its target of $200 million of debt repayment in 2021 and pro forma the Acquisition, Whitecap will have 42% and 44% of its second half 2021 net crude oil and natural gas production hedged, respectively. Debt to EBITDA is calculated in accordance with the Company’s credit agreements, copies of which may be accessed through the SEDAR website (www.sedar.com).
  • Whitecap plans to spend $75 million (approximately $40 million net of the Acquisition’s operating income including hedging) on the Kicking Horse assets in 2021 which includes the completion of 4 (2.6 net) wells currently being drilled and the drilling of 6 (4.2 net) additional wells. Of these 10 wells, 6 (4.0 net) are expected to be on production by year end. As a result, we are now expecting 2021 production to average approximately 108,000 boe/d (76% liquids), from the previous 102,000 – 103,000 boe/d (78% liquids) and capital spending of $355$375 million (from $280$300 million previously).
  • Of the more than $200 million of 2021 discretionary funds flow that remains after the targeted debt repayment, Whitecap will be utilizing $110 million to fund the cash and debt component of the Acquisition and approximately $40 million (net) to grow this asset and improve long-term free funds flow generation. The remaining discretionary funds flow in 2021 will be allocated towards further debt repayment, return of capital to shareholders, additional consolidation opportunities, or a combination thereof.
  • Pro forma, corporate production remains oil weighted at 76% oil and natural gas liquids. The additional natural gas volumes will improve corporate capital efficiencies and diversify our revenue mix, with Whitecap also benefitting from recently improved WCSB natural gas fundamentals and additional intra-basin demand and takeaway capacity on the NOVA Gas Transmission Ltd. (“NGTL”) system scheduled to be completed in late 2021 or early 2022, in line with the planned increase to 18,000 – 19,000 boe/d on the acquired assets.

The strategic Acquisition adds a high-return asset to our existing Northern Alberta and British Columbia business unit with no additional office staff being required. The asset is characterized by prolific condensate-rich wells and has the ability to quickly grow to an optimized production level to generate incremental free funds flow for our shareholders. The stability of our base decline rate, strong balance sheet, high netback assets and recent operational outperformance provides the necessary foundation for Whitecap to execute on the Acquisition that adds to our strength and profitability. Our priorities are unchanged, and we continue to pursue ways to maximize free funds flow to enhance return of capital to our shareholders through debt reduction and dividend growth.

The Acquisition is expected to close on or before May 31, 2021, subject to customary closing conditions, including Kicking Horse securityholder approval and receipt of necessary regulatory approvals, including the approval of the Toronto Stock Exchange. We look forward to reporting back to our shareholders on our progress throughout the remainder of the year.

Conference Call and Webcast

Whitecap has scheduled a conference call and webcast to begin promptly at 10 am MT (12 Noon ET) on April 5, 2021.

The conference call dial-in number is: 1-888-390-0605 or (587) 880-2175 or (416) 764-8609

A live webcast of the conference call will be accessible on Whitecap’s website at www.wcap.ca by selecting “Investors”, then “Presentations & Events”. Shortly after the live webcast, an archived version will be available for approximately 14 days.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information (collectively “forward-looking information”) within the meaning of applicable securities laws relating to the Company’s plans and other aspects of our anticipated future operations, management focus, strategies, financial, operating and production results and business opportunities. Forward-looking information typically uses words such as “anticipate”, “believe”, “continue”, “trend”, “sustain”, “project”, “expect”, “forecast”, “budget”, “goal”, “guidance”, “plan”, “objective”, “strategy”, “target”, “intend”, “estimate”, “potential”, or similar words suggesting future outcomes, statements that actions, events or conditions “may”, “would”, “could” or “will” be taken or occur in the future, including statements about our strategy, plans, focus, objectives, priorities and position; and the strategic rationale for, and anticipated benefits derived from, the Acquisition. In particular, and without limiting the generality of the foregoing, this press release contains forward-looking information with respect to: the number of Whitecap common shares to be issued pursuant to the Acquisition; Kicking Horse’s net debt estimated at $54 million as of February 28, 2021; that the Acquisition is expected to close on or before May 31, 2021; the anticipated benefits of the Acquisition, including: (i) that the Kicking Horse assets are complementary to our existing Montney position at Karr, (ii) the potential for further working interest consolidation, (iii) that production is expected to be optimized at approximately 18,000 – 19,000 boe/d over the next 12 – 15 months to maximize free funds flow,(iv) that the Acquisition further strengthens the sustainability of our dividend and growth strategy, (v) that the Acquisition is expected to generate annual free funds flow of approximately $72 million at US$55/bbl WTI and C$2.50/GJ AECO, (vi) anticipated 2021 – 2026 average production, funds flow, capital investment free funds flow, cumulative free funds flow and the underlying assumptions, (vii) that the Acquisition is expected to be highly accretive to key 2022 per share metrics and increases Whitecap’s 2022 discretionary funds flow by 20% to approximately $270 million at US$55/bbl WTI and C$2.50/GJ AECO, (viii) that the Acquisition enhances Whitecap’s strong ESG profile, (ix) the 2022 funds flow multiple, production metric, reserves metric and free funds flow yield of the Acquisition, * that production is expected to increase to and maintained at approximately 18,000 – 19,000 boe/d with drilling 8 – 10 wells per year, (xi) the estimated free funds flow break-even of the Acquisition, (xii) that the Acquisition (including 2021 net capital investments) is expected to be approximately neutral to our run-rate debt to EBITDA ratio of 1.2 times in 2021 and reduces our debt to EBITDA ratio by 2% to 1.0 times in 2022, (xii) the amount of money Whitecap plans to spend on the Kicking Horse assets in 2021 and the allocation of such funds, (xiii) that the Acquisition will improve corporate capital efficiencies and diversify its revenue mix, and (xiv) that the Acquisition will make Whitecap a more profitable company; target debt repayment in 2021; the Company’s hedging program; the number of wells to be drilled and the timing thereof; 2021 operating income, capital spending and average production for Whitecap; 2021 discretionary funds flow and the allocation thereof; and the addition of intra-basin demand and takeaway capacity on the NGTL system. Statements relating to “reserves” are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future. 

The forward-looking information is based on certain key expectations and assumptions made by our management, including expectations and assumptions concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; the impact (and the duration thereof) that the COVID-19 pandemic will have on (i) the demand for crude oil, NGLs and natural gas, (ii) our supply chain, including our ability to obtain the equipment and services we require, and (iii) our ability to produce, transport and/or sell our crude oil, NGLs and natural gas; the ability of OPEC+ nations and other major producers of crude oil to reduce crude oil production and thereby arrest and reverse the steep decline in world crude oil prices; future production rates and estimates of operating costs; performance of existing and future wells; reserve volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; ability to efficiently integrate assets and employees acquired through acquisitions, including the Acquisition; ability to market oil and natural gas successfully; our ability to access capital; and the timing of the closing of the Acquisition  and receipt of applicable regulatory approvals and on the terms contemplated.

Although we believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Whitecap can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. These include, but are not limited to: the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; pandemics and epidemics; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; interest rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to complete or realize the anticipated benefits of acquisitions or dispositions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; reliance on third parties and pipeline systems; and changes in legislation, including but not limited to tax laws, production curtailment, royalties and environmental regulations. Our actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide security holders with a more complete perspective on our future operations and such information may not be appropriate for other purposes.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

These forward-looking statements are made as of the date of this press release and we disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Whitecap’s capital investments, funds flow, free funds flow, and discretionary free funds flow, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. The actual results of operations of Whitecap and the resulting financial results will likely vary from the amounts set forth in this presentation and such variation may be material. Whitecap and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, Whitecap undertakes no obligation to update such FOFI. FOFI contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about Whitecap’s anticipated future business operations. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.

OIL AND GAS ADVISORIES

References to crude oil or natural gas production in this press release refer to the light crude oil and medium crude oil and conventional natural gas, respectively, product types as defined in National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities (“NI 51-101”).

This press release contains metrics commonly used in the oil and natural gas industry which have been prepared by management, such as “operating netback” and “reserve life index”. These terms do not have a standardized meaning and may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons.

“Operating netback” see “Non-GAAP Measures”.

“Reserve life index” is calculated as total Company share reserved divided by current quarter production.

Management uses these oil and gas metrics for its own performance measurements and to provide shareholders with measures to compare our operations over time. Readers are cautioned that the information provided by these metrics, or that can be derived from the metrics presented in this press release, should not be relied upon for investment or other purposes.

Barrel of Oil Equivalency

“Boe” means barrel of oil equivalent based on 6 mcf of natural gas to 1 bbl of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6:1 is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

Drilling Locations

This press release discloses drilling inventory in three categories: (i) proved locations; (ii) probable locations; and (iii) unbooked locations. Proved locations and probable locations are derived from Whitecap’s internal evaluation and were prepared by a member of Whitecap’s management who is a qualified reserves evaluator in accordance with NI 51-101 effective April 1, 2021 and account for drilling locations that have associated proved and/or probable reserves, as applicable. Unbooked locations are internal estimates based on our prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves or resources.

  • Of the 696 (437.4 net) total Whitecap Montney drilling locations identified herein, 91 (58.0 net) are proved locations, 48 (27.7 net) are probable locations, and 557 (351.7 net) are unbooked locations.
  • Of the 575 (362.0 net) acquired Montney drilling locations identified herein, 47 (30.6 net) are proved locations, 23 (12.3 net) are probable locations, and 505 (319.1 net) are unbooked locations.

Unbooked locations have been identified by management as an estimation of our multi-year drilling activities based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that we will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional oil and gas reserves, resources or production. The drilling locations on which we drill wells will ultimately depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors. While certain of the unbooked drilling locations have been de-risked by drilling existing wells in relative close proximity to such unbooked drilling locations, other unbooked drilling locations are farther away from existing wells where management has less information about the characteristics of the reservoir and therefore there is more uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves, resources or production.

Production

Crude oil/Condensate
(bbls/d)

NGLs
(bbls/d)

Natural gas

(Mcf/d)

Total
(boe/d)(1)

Kicking Horse Current

2,300

275

32,550

8,000

Kicking Horse 2021

1,600

200

22,200

5,500

Kicking Horse 2022-2026

5,800 – 6,200

650 – 750

69,300 – 72,300

18,000 – 19,000

2021 Prior Guidance

71,000 – 71,500

9,100 – 9,300

131,400 – 133,200

102,000 – 103,000

2021 Pro Forma Guidance

72,850

9,400

154,500

108,000

Note:


 (1)

Disclosure of production on a per boe basis of amounts in the above table in this press release consists of the constituent product types and their respective quantities disclosed in this table.

Reserves

Reserves estimates in this press release are based on Whitecap’s internal evaluation and were prepared by a member of Whitecap’s management who is a qualified reserves evaluator in accordance with NI 51-101 with an effective date of April 1, 2021. Such estimates are based on values that Whitecap’s management believes to be reasonable and are subject to the same limitations discussed above under “Note Regarding Forward-Looking Statements”. The reserves estimates were prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook.

Crude oil
(Mbbl)

NGLs
(Mbbl)

Natural gas
 (MMcf)

Total
     (Mboe)(1) (2)

Kicking Horse – PDP

114

2,866

45,062

10,527

Kicking Horse – TP

681

18,922

239,021

59,439

Kicking Horse – TPP

808

29,558

351,734

88,988

Notes:


 (1)

Disclosure of reserves on a per boe basis of amounts in the above table in this press release consists of the constituent product types and their respective quantities disclosed in this table.


(2)

Gross reserves are the assets total working interest reserves before the deduction of any royalties and including any royalty interests receivable on the assets.

The estimates of the future net revenue of the Kicking Horse reserves do not represent the fair market value of such reserves.

The reserves evaluation was based on the average forecast pricing of McDaniel & Associates Consultants Ltd. and foreign exchange rates as at April 1, 2021 which are available on their website at www.mcdan.com.

NON-GAAP MEASURES

This press release includes non-GAAP measures as further described herein. These non-GAAP measures do not have a standardized meaning prescribed by International Financial Reporting Standards (“IFRS” or, alternatively, “GAAP”) and, therefore, may not be comparable with the calculation of similar measures by other companies.

“Run-rate debt to EBITDA” represents the ratio of debt to fourth quarter annualized EBITDA. For the definitions of debt and EBITDA, refer to Note 11(a) “Bank Debt” in the audited annual consolidated financial statements for the year ended December 31, 2020.

“Discretionary funds flow” represents funds flow less expenditures on property, plant and equipment (“PP&E”) and dividends. Management believes that discretionary funds flow provides a useful measure of Whitecap’s ability to increase returns to shareholders and to grow the Company’s business.

“Free funds flow” represents funds flow less expenditures on PP&E. Management believes that free funds flow provides a useful measure of Whitecap’s ability to increase returns to shareholders and to grow the Company’s business. Previously, Whitecap also deducted dividends paid or declared in the calculation of free funds flow. The Company believes the change in presentation better allows comparison with both dividend paying and non-dividend paying peers.

“Operating income” is determined by deducting royalties and operating costs from petroleum and natural gas revenues.  Operating income is used in operational and capital allocation decisions.

“Operating netbacks” are determined by adding marketing revenue and processing & other income, deducting realized hedging losses or adding realized hedging gains and deducting tariffs, royalties, operating expenses, transportation expenses and marketing expenses from petroleum and natural gas revenues. Operating netbacks are per boe measures used in operational and capital allocation decisions. Presenting operating netbacks on a per boe basis allows management to better analyze performance against prior periods on a comparable basis.

The assumptions used in Operating netbacks in this press release are as follows:

($/boe)

Kicking Horse 2021

Kicking Horse 2022-2026

Petroleum and natural gas revenues

33.35

32.60

Royalties

(3.20)

(2.75)

Operating costs

(7.65)

(7.35)

Operating netback

22.50

22.50

SOURCE Whitecap Resources Inc.

Ionis initiates Phase 3 trial of novel antisense medicine to treat leading cause of juvenile-onset ALS

– ION363, the first medicine to specifically target FUS-ALS, is among Ionis’ wholly owned assets the company plans to commercialize

– ALS portfolio now includes four clinical-stage investigational antisense medicines designed to treat the root causes of genetic and non-genetic forms of the disease

– Journey to pivotal clinical study began with Ionis’ commitment to Jaci Hermstad, the first patient treated with ION363 under a ‘compassionate use’ protocol led by Dr. Neil Shneider of Columbia University

PR Newswire

CARLSBAD, Calif., April 5, 2021 /PRNewswire/ — Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) today announced the initiation of a Phase 3 clinical trial of ION363 in patients with amyotrophic lateral sclerosis (ALS) with mutations in the fused in sarcoma gene (FUS). Patients with a mutation in the FUS gene develop a rare form of ALS, referred to as FUS-ALS, which is the most common cause of juvenile-onset ALS. There is substantial evidence that mutations in the FUS gene are responsible for a toxic gain of function that can lead to rapid, progressive loss of motor neurons in patients with FUS-ALS. ION363 is an investigational antisense medicine targeting the FUS RNA to reduce the production of the FUS protein. Antisense-mediated reduction of mutant FUS protein in a FUS-ALS mouse model prevents motor neuron loss. By targeting the root cause of FUS-ALS, ION363 has the potential to reduce or prevent disease progression in FUS-ALS patients.

ALS is a rare, rapidly progressing and fatal neurodegenerative disorder that affects approximately 55,000 people globally.i FUS-ALS is the third most common genetic cause of ALS. People with ALS experience muscle weakness, loss of movement, and difficulty breathing and swallowing, resulting in a severely declining quality of life and eventually death.

“There is an urgent need for novel treatments for all forms of ALS, a devastating disease that affects far too many patients and their families. Advancement of ION363 to a pivotal trial is the latest example of the power of Ionis’ antisense technology to potentially target the root causes of neurological diseases,” said C. Frank Bennett, Ph.D., Ionis’ chief scientific officer and franchise leader for neurological programs. “Driven by our experience in developing medicines for motor neuron diseases such as ALS and spinal muscular atrophy and our intimate connection to the ALS patient community, Ionis made the decision to advance ION363 to the clinic and, ultimately, to the market because we believe we are uniquely positioned to make it available to patients living with FUS-ALS.”

The trial will be led by Neil Shneider, M.D., Ph.D., director of Columbia University’s Eleanor and Lou Gehrig ALS Center. Ionis began collaborating with Dr. Shneider when the company learned of his efforts to develop a treatment for Jaci Hermstad, an Iowa woman living with FUS-ALS. Ionis shared its research and expertise with Dr. Shneider, resulting in an experimental treatment designed specifically for Jaci. Inspired by Jaci’s spirit and courage, Ionis made the decision to invest in clinical studies so that many more patients can gain access to ION363, also known as “jacifusen.” Since Jaci, several FUS-ALS patients have received treatment with ION363 under Dr. Shneider’s investigator-initiated study through the U.S. Food and Drug Administration’s expanded access pathway, sometimes called “compassionate use.”

“FUS-ALS is an atypically aggressive form of the disease, involving the youngest of ALS patients. Building on our expanded access program, a controlled clinical trial is the best way to demonstrate the efficacy of ION363 and to make this therapeutic available to all patients who could potentially benefit from it,” said Dr. Shneider.

The Phase 3 trial of ION363 is a global, multi-center study in up to 64 patients. Part one of the trial will consist of patients randomized to receive a multi-dose regimen of ION363 or placebo for 29 weeks, followed by part two, which will be an open-label period in which all patients in the trial will receive ION363 for 73 weeks.

Learn more about the Phase 3 trial of ION363 at: https://clinicaltrials.gov/ct2/show/NCT04768972?term=ion363&draw=2&rank=1

Ionis’ other leading investigational medicines to treat ALS are tofersen (BIIB067), IONIS-C9Rx (BIIB078) and ION541 (BIIB105).

About Ionis’ Neurology Franchise

The Ionis neurology franchise addresses all major brain regions and central nervous system types and currently has three Phase 3 studies ongoing with eight medicines in clinical development, five of which are wholly owned. Ionis is leading the way in treating the root causes of many neurological diseases and developing antisense medicines for common diseases like Alzheimer’s and Parkinson’s as well as rare diseases like amyotrophic lateral sclerosis (ALS) and Alexander disease. Ionis’ marketed neurological disease medicines include SPINRAZA®, the global foundation of care for spinal muscular atrophy (SMA), commercialized by Biogen, and TEGSEDI®, the first and only self-administered, subcutaneous treatment for the polyneuropathy of hereditary ATTR amyloidosis in adults.

About Ionis Pharmaceuticals

For more than 30 years, Ionis has been the leader in RNA-targeted therapy, pioneering new markets and changing standards of care with its novel antisense technology. Ionis currently has three marketed medicines and a premier late-stage pipeline highlighted by industry-leading neurological and cardiometabolic franchises. Our scientific innovation began and continues with the knowledge that sick people depend on us, which fuels our vision of becoming one of the most successful biotechnology companies.

To learn more about Ionis visit www.ionispharma.com and follow us on twitter @ionispharma.

Ionis’ Forward-looking Statement

This press release includes forward-looking statements regarding Ionis’ business, Ionis’ technologies, tofersen, IONIS-C9Rx, ION541, ION363 and other products in development. Any statement describing Ionis’ goals, expectations, financial or other projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties, including those related to the impact COVID-19 could have on our business, and including but not limited to those related to our commercial products and the medicines in our pipeline, and particularly those inherent in the process of discovering, developing and commercializing medicines that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such medicines. Ionis’ forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although Ionis’ forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Ionis. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning Ionis’ programs are described in additional detail in Ionis’ annual report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC. Copies of this and other documents are available from the Company.

In this press release, unless the context requires otherwise, “Ionis,” “Company,” “we,” “our,” and “us” refers to Ionis Pharmaceuticals and its subsidiaries.

Ionis Pharmaceuticals® is a trademark of Ionis Pharmaceuticals, Inc.

Tofersen, IONIS-C9Rx and ION541 are partnered with Biogen.

i
France, Germany, Italy, Japan, Spain, the United Kingdom and the United States.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/ionis-initiates-phase-3-trial-of-novel-antisense-medicine-to-treat-leading-cause-of-juvenile-onset-als-301261713.html

SOURCE Ionis Pharmaceuticals, Inc.

uniQure Announces Completion of Enrollment in First Cohort of Phase I/II Clinical Trial of AMT-130 for the Treatment of Huntington’s Disease

~ Enrollment of second dose cohort expected to begin in 3Q 2021 ~

~ Company announces plans to initiate a second clinical study of AMT-130

in Europe in the second half of 2021 ~

LEXINGTON, Mass. and AMSTERDAM, The Netherlands, April 05, 2021 (GLOBE NEWSWIRE) — uniQure N.V. (NASDAQ: QURE), a leading gene therapy company advancing transformative therapies for patients with severe medical needs, today announced the completion of patient enrollment in the first dose cohort of a randomized, double-blinded, Phase I/II clinical trial of AMT-130 for the treatment of early stage Huntington’s disease. The Company also announced plans to begin an open-label clinical trial of AMT-130 in Europe later this year.

“This is an important milestone in our ongoing clinical development of AMT-130,” stated David Cooper, M.D., vice president, clinical development at uniQure. “Nine U.S. study sites are now active to support enrollment in the next cohort, which is expected to start after the Data Safety Monitoring Board’s review in the middle of the year. Completing enrollment of the first, 10-patient cohort ahead of schedule highlights the high level of interest among the Huntington’s disease patient and clinical community, and the collaboration between our participating HD Centers of Excellence and the expert neurosurgical sites performing the MRI-guided procedures. We also look forward to initiating a new clinical study of AMT-130 in Europe later this year. It is estimated that there could be as many as 75,000 Europeans affected by Huntington’s disease.”

The ongoing Phase I/II clinical trial of AMT-130 is a randomized, sham controlled, double-blinded study to explore the safety, tolerability, and proof of concept of AMT-130 in patients with early manifest Huntington’s disease. The study, which includes two dose cohorts, will randomize a total of 26 patients to either treatment with AMT-130 or an imitation surgical procedure. The first dose cohort includes 10 patients, of which six patients received treatment with AMT-130 and four patients received imitation surgery. The second dose cohort is planned to include 16 patients, of which 10 patients will receive treatment with AMT-130 and six patients will receive imitation surgery. The trial consists of a blinded 12-month study period followed by unblinded long-term follow-up for 5 years after administration of AMT-130. Patients receive a single administration of AMT-130 through MRI-guided, convection-enhanced stereotactic neurosurgical delivery directly into the striatum (caudate and putamen).

The planned Phase Ib/II study of AMT-130 will be conducted in Europe and is expected to begin enrolling patients in the second half of 2021. This open-label study will enroll 15 patients with early manifest Huntington’s disease across two dose cohorts. Together with the U.S. study, the European study is intended to establish safety, proof of concept, and the optimal dose of AMT-130 to take forward into Phase III development or into a confirmatory study should an accelerated registration pathway be feasible.  

AMT-130 comprises a recombinant AAV5 vector carrying a DNA cassette encoding a microRNA that lowers Huntingtin protein in Huntington’s disease patients. AMT-130 is uniQure’s first clinical program incorporating its proprietary miQURE™ platform. miQURE is designed to degrade disease-causing genes without off-target toxicity and induce silencing of the entire target organ through secondary exosome-mediated delivery.

About Huntington’s Disease

Huntington’s disease is a rare, inherited neurodegenerative disorder that leads to motor symptoms including chorea, and behavioral abnormalities and cognitive decline resulting in progressive physical and mental deterioration. The disease is an autosomal dominant condition with a disease-causing CAG repeat expansion in the first exon of the huntingtin gene that leads to the production and aggregation of abnormal protein in the brain. Despite the clear etiology of Huntington’s disease, there are no currently approved therapies to delay the onset or to slow the disease’s progression.

About uniQure

uniQure is delivering on the promise of gene therapy – single treatments with potentially curative results. We are leveraging our modular and validated technology platform to rapidly advance a pipeline of proprietary gene therapies to treat patients with hemophilia B, Huntington’s disease, Fabry disease, spinocerebellar ataxia Type 3 and other diseases. www.uniQure.com

uniQure Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “look forward to”, “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this press release. These forward-looking statements include, but are not limited to, the enrollment of patients in, or Data Safety Monitoring Board review of, our Phase I/II gene therapy clinical trial of AMT-130 in Huntington’s disease, including whether we will be able to fully enroll the second dose cohort as currently planned, and whether we will initiate our P1b/II clinical study of AMT-130 in Europe later this year or ever. uniQure’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, risks associated with the impact of the ongoing COVID-19 pandemic on our Company and the wider economy and health care system, our Commercialization and License Agreement with CSL Behring, the regulatory approval of that transaction, our clinical development activities, clinical results, collaboration arrangements, regulatory oversight, product commercialization and intellectual property claims, as well as the risks, uncertainties and other factors described
under the heading “Risk Factors” in uniQure’s periodic securities filings, including its Annual Report on Form 10-K filed March 1, 2021. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and uniQure assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.

uniQure Contacts:

FOR INVESTORS:   FOR MEDIA:
     
Maria E. Cantor Chiara Russo Tom Malone
Direct: 339-970-7536 Direct: 617-306-9137 Direct: 339-970-7558
Mobile: 617-680-9452 Mobile: 617-306-9137 Mobile:339-223-8541
[email protected]
[email protected]
[email protected]



Clearside Biomedical to Present at the Needham Virtual Healthcare Conference and Wet AMD & DME Drug Development Summit

ALPHARETTA, Ga., April 05, 2021 (GLOBE NEWSWIRE) — Clearside Biomedical, Inc. (NASDAQ:CLSD), a biopharmaceutical company dedicated to developing and delivering treatments that restore and preserve vision for people with serious back of the eye diseases, announced today that Thomas A. Ciulla, M.D., MBA, Chief Medical Officer and Chief Development Officer, will present at two upcoming virtual conferences in April 2021:

Needham Virtual Healthcare Conference

Monday, April 12, 2021 at 12:45 p.m. ET

  • The live and archived Needham Virtual Healthcare Conference presentation webcast may be accessed on the Clearside website under the Investors section: Events and Presentations.

Wet AMD & DME Drug Development Summit

Wednesday, April 14, 2021
Event details are available on the conference website.

  • 10:45 a.m. ET – Panel Discussion: Ending the Burden of Monthly Treatments – Mechanisms to Increasing the Durability & Accessibility of Wet AMD & DME Therapeutics
  • 1:40 p.m. ET – Suprachoroidal Drug Delivery & CLS-AX: A Potential Solution for Treatment Burden
  • 2:55 p.m. ET – Chair Led Q&A: Making Strides Forward in Drug Delivery & Dosing

About Clearside Biomedical

Clearside Biomedical, Inc. is a biopharmaceutical company dedicated to developing and delivering treatments that restore and preserve vision for people with serious back of the eye diseases. Clearside’s proprietary SCS Microinjector® targeting the suprachoroidal space (SCS®) offers unique access to the macula, retina and choroid where sight-threatening disease often occurs. The Company’s SCS injection platform is an inherently flexible, in-office, non-surgical procedure, intended to provide targeted delivery to the site of disease and to work with both established and new formulations of medications. For more information, please visit www.clearsidebio.com.

Investor and Media Contacts:

Jenny Kobin
Remy Bernarda
[email protected]
(678) 430-8206

Source: Clearside Biomedical, Inc.

 



Nu Skin Enterprises to Announce First-Quarter Results

PR Newswire

PROVO, Utah, April 5, 2021 /PRNewswire/ — Nu Skin Enterprises, Inc. (NYSE: NUS) today announced it will release first-quarter results after the market closes on Wednesday, May 5. The Nu Skin management team will host a conference call with the investment community later that same day at 5 p.m. ET. During the call, management will discuss quarterly results and upcoming business initiatives.

The webcast of the conference call, including the financial information presented, will be available on the investor relations page of the company’s website at ir.nuskin.com. A replay of the webcast will be available at the same location through Wednesday, May 19.

About Nu Skin Enterprises, Inc.

Founded 35 years ago, Nu Skin Enterprises, Inc. (NSE) empowers innovative companies to change the world with sustainable solutions, opportunities, technologies, and life-improving values. The company currently focuses its efforts around innovative consumer products, product manufacturing and controlled environment agriculture technology. The NSE family of companies includes Nu Skin, which develops and distributes a comprehensive line of premium-quality beauty and wellness solutions through a global network of sales leaders in Asia, the Americas, Europe, Africa and the Pacific; and a collection of sustainable manufacturing and technology innovation companies. Nu Skin Enterprises is traded on the New York Stock Exchange under the symbol “NUS.” More information is available at nuskinenterprises.com.

 

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SOURCE Nu Skin Enterprises

LiveXLive Increases Guidance for Fiscal Year 2022 Revenue to $100 Million to $110 Million with Adjusted Operating Income* of $1.5 Million to $3.0 Million as Its Operational Metrics Continue to Strengthen and Refines Guidance for Fiscal Year 2021 Revenue to $64.5 Million to $65.5 Million

PR Newswire

LOS ANGELES, April 5, 2021 /PRNewswire/ — LiveXLive Media (Nasdaq: LIVX) (“LiveXLive”), a global platform for livestream and on-demand audio, video and podcast/vodcast content in music, comedy and pop culture, and owner of PodcastOne, Slacker Radio, React Presents and Custom Personalization Solutions, announced today that it is increasing its revenue guidance for the fiscal year ending March 31, 2022 to $100 million to $110 million with Adjusted Operating Income* of $1.5 million to $3.0 million (which assumes no revenue from live events given COVID-19 restrictions) and refines its revenue guidance for the fiscal year ended March 31, 2021 to $64.5 million to $65.5 million.

LiveXLive is also providing the following select operational metrics and a preliminary financial metric as of the end of its 2021 fiscal year (March 31, 2021):

  • Ended FY 2021 with over 1.075 million paid subscribers. Included in the total number as of March 31, 2021 are certain subscribers which are the subject of a contractual dispute. LiveXLive is currently not recognizing revenue related to these subscribers.
  • During FY 2021, LiveXLive livestreamed over 140 live music events and 1,781 artists (non-duplicated) across the LiveXLive platform, generating over 150 million livestream views*, as compared to 42 events, 256 artists and over 69 million livestream views* in the same period a year ago.
  • In Q4 FY 2021 alone, livestream views* grew 533% to 38 million compared to 6 million livestream views* in Q4 FY 2020.
  • During the FY 2021, LiveXLive livestreamed 27 Pay-Per-View (PPV) events, sold over 68,000 PPV tickets with an average ticket price of $26.73 and generated total PPV revenue of $2.4 million, including ticket sales, merchandising, vodcasting/podcasting, advertising and sponsorships.
  • LiveXLive’s 24-hour linear OTT streaming channel now reaches over 300 million people.
  • PodcastOne now generates more than 2.25 billion downloads per year, has over 235 exclusive podcast shows and produces more than 400 podcast episodes per week.
  • Total social media reach across the exclusive PodcastOne talent roster now exceeds 240 million.
  • LiveXLive expects to close fiscal year 2021 with approximately $18.4 million in cash and cash equivalents, as compared to $17.4 million on December 31, 2020.

* See the definition of Adjusted Operating Income and livestream views under “About Non-GAAP Financial Measures” within this release.

Robert Ellin, CEO and Chairman of LiveXLive, commented, “We are very encouraged with the improving operational metrics across nearly all verticals, especially with our investments around our new event franchises including Music Lives, which was the first virtual concert to sell an NFT music festival poster, LiveZone, Lockdown Awards™ and The Snubbys™. The upcoming PPV event, Social Gloves, a boxing competition pitting the world’s largest social media stars from YouTube against the new icons from the explosive TikTok platform and our new partnership with Facebook, will allow us to capitalize across our flywheel business model, including subscription, advertising, sponsorship, pay-per-view tickets, merchandise and our new NFT content division.

“Based on our current estimates and expectations, we are pleased to increase our full year fiscal 2022 revenue guidance to between $100 million to $110 million, with meaningful upside remaining when live concerts and festivals return,” stated Ellin.

The anticipated financial results discussed in this press release are based on management’s preliminary unaudited analysis of financial results for the fiscal year ended March 31, 2021. As of the date of this press release, LiveXLive has not completed its financial statement reporting process for the fiscal year ended March 31, 2021, and LiveXLive’s independent registered accounting firm has not audited the preliminary financial data discussed in this press release. During the course of LiveXLive’s quarter-end and fiscal year-end closing procedures and review process, LiveXLive may identify items that would require it to make adjustments, which may be material, to the information presented above. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary financial results.


About LiveXLive Media, Inc.

Headquartered in Los Angeles, California, LiveXLive Media, Inc. (NASDAQ: LIVX) (the “Company”) (pronounced Live “by” Live) is a leading global all-in-one streaming artist-first platform delivering premium music and entertainment content and livestreams from the world’s top artists, expertly curated streaming radio stations, podcasts, and original video and audio on-demand content, as well as personalized merchandise, connecting artists to millions of fans every day. The Company has streamed over 1,800 artists since January 2020 and has created a valuable connection between bands, fans and brands by building long-term franchises in audio, video, podcasting, pay-per-view (PPV), livestreaming, and specialty merchandise. LiveXLive is available on iOS, Android, Roku, Apple TV, and Amazon Fire, and through OTT, Samsung TV, STIRR, Sling, and XUMO, in addition to its own app, online website and social channels. The Company’s wholly owned subsidiary PodcastOne, generates more than 2.25 billion downloads per year with 400+ episodes distributed per week across a stable of hundreds of top podcasts. The Company’s other major wholly owned subsidiaries are LiveXLive, Slacker Radio, React Presents and Custom Personalization Solutions. For more information, visit www.livexlive.com and follow us on Facebook, Instagram, TikTok and Twitter at @livexlive.

* About Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), we present Adjusted Operating Income (“AOI”) and livestream views, which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, net income or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We use AOI to evaluate the performance of our operating segment. We believe that information about this non-GAAP financial measure assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income, net income, and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.

AOI is defined as operating income before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

We define subscription traffic and engagement metrics (including Livestream Views) to include unique users who (1) access our audio music subscription platform and (2) who watch our livestream events across a variety of mobile, OTT and desktop applications and channels. We define a “livestream view” as a unique user who has viewed our livestream music event(s) across our music platform, or a third party platform, on the day of measurement. We use these user metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We present user metrics because we believe them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in its industry and because it believes that these metrics provide useful information to investors regarding our financial condition and results of operations. There is no directly comparable GAAP measure to livestream views provided in our financial statements and therefore no reconciliation is provided.

With respect to projected full year 2022 AOI from Core Operations, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from AOI. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.


Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition or transaction, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether any such event will enhance shareholder value; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid subscribers; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under the stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2020, Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on February 16, 2021, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.


LiveXLive IR Contact:

(310) 601-2505
[email protected]

 

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SOURCE LiveXLive Media, Inc.

WELL Health Completes Acquisition of Intrahealth -Boosting its Digital Health SaaS Revenue and Expanding its EMR Business to International Markets

PR Newswire

  • Intrahealth is a transformational acquisition for the WELL EMR Group as it transitions the business unit from solely providing OSCAR EMR(1) services to being a provider of multiple EMR product offerings in global markets.
  • Intrahealth is an enterprise class EMR provider supporting approximately 15,000 clinicians providing care for millions of patients from small clinics to large health delivery organisations in its global network across Canada, Australia and New Zealand.
  • Over the past 12 months Intrahealth generated approximately $9M in revenues with over 20% in EBITDA margin(2). Over 80% of Intrahealth’s revenue is high margin recurring revenue.
  • WELL also anticipates integrating Intrahealth to the apps.health marketplace in the coming months, paving the way for third party app developers to have their digital health applications available on both OSCAR Pro and Intrahealth platforms.

VANCOUVER, BC, April 5, 2021 /PRNewswire/ – WELL Health Technologies Corp. (TSX: WELL) (“WELL” or the “Company“), a company focused on consolidating and modernizing clinical and digital assets within the healthcare sector, is pleased to announce it has closed the share purchase agreement dated March 7, 2021 with the shareholders of Intrahealth Systems Limited, a New Zealand company (“Intrahealth“), and acquired all of the issued and outstanding shares of Intrahealth (the “Transaction“) for total consideration of approximately $19,250,000.  Intrahealth is a provider of enterprise class EMR and clinical healthcare software with customers in Canada, New Zealand and Australia.

“We are pleased to welcome the talented Intrahealth team to WELL Health,” said Hamed Shahbazi, Chairman and CEO of WELL. “We are very excited about this highly complementary and accretive acquisition as it expands WELL into a multi-product EMR company, boosts our digital health revenue, increases our global footprint and creates numerous cross-selling opportunities. This is a transformational acquisition for our WELL EMR Group as it positions WELL as a leading international EMR operator.”

Founded in New Zealand, and now headquartered in Vancouver, BC, Intrahealth is engaged in the business of providing a suite of flexible software solutions to a wide variety of customers including health authorities, hospitals, public health outpatient centres, community health, home care, ambulatory care and diverse health care professionals. Intrahealth provides highly configurable software solutions that also support mobile platforms and seamless access to virtual care/telehealth solutions. Intrahealth’s solutions for hospitals include patient administration system, bed management, waiting list management, enterprise-wide scheduling, case management, medication management, emergency room operations and ward management, among many other features.  Intrahealth supports approximately 15,000 healthcare professionals across its global network of Canada, Australia and New Zealand.  Over the past 12 months, Intrahealth generated more than $9M in revenues with over 20% in EBITDA margin(2). Approximately two-thirds of Intrahealth’s revenue is generated in Canada and over 80% of Intrahealth’s revenue is high margin recurring revenue.

Dr. Mark Matthews, CEO of Intrahealth commented, “We look forward to being a part of the larger WELL Health ecosystem, which enables us to leverage the management, capital allocation and shared services expertise of WELL while continuing to grow and serve our customers.  WELL is aligned with our vision of global expansion and provides Intrahealth with additional products and services for our customers.”  

Intrahealth will operate as a stand-alone business within the WELL EMR Group and be operated by its current CEO, Dr. Mark Matthews. Intrahealth’s Profile EMR is an integrated practice management and EMR package which will be marketed and sold alongside WELL’s OSCAR Pro product.  The acquisition is a key milestone for the WELL EMR Group as it expands its addressable market to a previously unrealizable level with the restructuring to a multi-product business unit with customers worldwide. WELL also anticipates integrating Intrahealth to the apps.health marketplace in the coming months, paving the way for third party app developers to have their digital health applications available on both OSCAR Pro and Intrahealth.

Transaction Details:

WELL paid a purchase price of approximately $19,250,000 to complete the Transaction consisting of: (i) $10,683,750 paid in cash on the closing date, subject to standard closing adjustments; (ii) $3,850,000 paid in 477,667 WELL common shares issued on the closing date at the 5 day volume weighted average trading price prior to the announcement of the Transaction; (iii) a holdback of $866,250 payable by WELL in cash within 90 days after the closing date, subject to a working capital adjustment; and (iv) up to $3,850,000 payable by WELL as a 3-year time-based earn-out payable in cash or WELL common shares at the election of WELL and subject to adjustment based on achievement of annual recurring revenue targets of Intrahealth on a post-closing basis.

Toronto based M&A advisory firm WD Capital Markets acted as advisor to Intrahealth and arranged the transaction with WELL.

Footnotes:

1.


EMR is an acronym for “Electronic Medical Records”.  OSCAR is an acronym for “Open Source Clinical Application Resource”, which is an EMR platform originally developed by McMaster University’s Department of Family Medicine.

2.


EBITDA is a Non-GAAP measure. Earnings before interest, taxes, depreciation and amortization (“EBITDA“) should not be construed as alternatives to net income/loss determined in accordance with IFRS. EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives.  EBITDA margin is EBITDA as a percentage of total revenue.

WELL HEALTH TECHNOLOGIES CORP.

Per:   “Hamed Shahbazi”     
Hamed Shahbazi
Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp.

WELL is an omni-channel digital health company whose overarching objective is to empower doctors to provide the best and most advanced care possible while leveraging the latest trends in digital health. As such, WELL owns and operates 27 primary healthcare clinics, is Canada’s third largest digital Electronic Medical Records (EMR) supplier serving approximately 2,200 healthcare clinics, operates a high-quality telehealth service in Canada and the United States and is a provider of digital health, billing and cybersecurity related technology solutions. WELL is an acquisitive company that follows a disciplined and accretive capital allocation strategy. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL”. To access the Company’s telehealth service, visit: tiahealth.com, and for corporate information, visit: www.well.company.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation: the expectation of Intrahealth being immediately accretive to WELL; the expansion of the business into new markets and globally; the Transaction positioning WELL as a leading international EMR operator; the expectation that Intrahealth will be operated as a stand-alone business under the leadership of Dr. Mark Matthews; and the integration of Intrahealth into the apps.health marketplace. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. WELL’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL ‘s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that WELL’s assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the primary healthcare sector in general; that future results may vary from historical results; and that market competition may affect the outcome of the Transaction and the business, results and financial condition of WELL following the closing of the Transaction. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

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SOURCE WELL Health Technologies Corp.