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ST. LOUIS, Feb. 22, 2021 /PRNewswire/ — Energizer Holdings, Inc. (NYSE: ENR) announced that Mark LaVigne, Chief Executive Officer, and Tim Gorman, Chief Financial Officer, will host a fireside discussion at the 2021 Truist Securities Conference on Tuesday, February 23, 2021 at 10:00 AM Eastern Time.  The webcast can be accessed on Energizers website at energizerholdings.com under the Investors and Events and Presentations sections.  

About Energizer Holdings, Inc. 
Energizer Holdings, Inc. (“Energizer”, NYSE: ENR), headquartered in St. Louis, Missouri, is one of the world’s largest manufacturers and distributors of primary batteries, portable lights, and auto care appearance, performance, refrigerant, and fragrance products. Our portfolio of globally recognized brands includes Energizer®, Armor All®, Eveready®, Rayovac®, STP®, Varta®, A/C Pro®, Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL®, Eagle One®, Nu Finish®, Scratch Doctor®, and Tuff Stuff®. As a global branded consumer products company, Energizer’s mission is to lead the charge to deliver value to our customers and consumers better than anyone else. Visit www.energizerholdings.com for more details. 

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SOURCE Energizer Holdings, Inc.

Transaction expected to fuel the growth of Parallel’s U.S. footprint
and enhance its mission to pioneer well-being and improve quality of life through cannabinoids

Beau Wrigley remaining as Chairman and CEO and Ceres Group Holdings’ Scooter Braun to serve as a Special Advisor

Transaction values Parallel at an implied enterprise value of US$1.884 billion¹

Investors commit to an over-subscribed US$225 million private placement at closing;
combined public company expected to have US$430 million cash balance at closing

Ceres Acquisition Corp.’s CEO Joe Crouthers to become a director of the combined public company, with an additional slate of 4 independent directors with significant health and life sciences experience

Joint conference call to discuss the proposed transaction today at 9:00 a.m. ET

ATLANTA and TORONTO, Feb. 22, 2021 /PRNewswire/ — Parallel (the “Company”), one of the largest privately-held multi-state cannabis operators in the United States (U.S.) and Ceres Acquisition Corp. (“Ceres”) (NEO: CERE.U, CERE.WT; OTCQX: CERAF), a special purpose acquisition corporation (SPAC), today announced they have entered into a definitive business combination agreement involving a transaction that, if completed, would result in Parallel becoming a public company (the “Transaction”). In addition, a group of investors, led by Ceres and Parallel, have committed to participate in the Transaction through an over-subscribed private investment in public equity (“PIPE”) of US$225 million. Subject to the satisfaction of Conditions (as defined below), the Transaction is expected to close in Summer 2021.

William “Beau” Wrigley Jr., Chairman and CEO of Parallel said: “We believe Parallel is ideally positioned for its next phase of growth, as we continue to build our presence in strategic markets and invest in innovation, R&D and the customer experience. Today’s milestone announcement is a testament to Parallel’s impressive growth to date, the strength of our business fundamentals, strong balance sheet, and above all, our unwavering commitment to further developing and enhancing our portfolio of cannabinoid products.

This transaction will enable Parallel to accelerate existing investments to transform not only our company but also the cannabis industry, as we seek to disrupt the more traditional beverage alcohol and healthcare spaces. As a public company, we will have access to capital to grow our national footprint through new licenses and M&A, improve our cultivation and production capacity, expand our established retail footprint, develop and launch rare cannabinoids products with therapeutic benefits, and conduct important clinical research in partnership with the University of Pittsburgh Medical Center. We look forward to working with the Ceres team and benefiting from Scooter Braun’s expertise and extensive influencer network to reach our diverse consumers with creative omnichannel approaches that will fuel Parallel’s leadership in the cannabis industry.”

Joe Crouthers, Chairman and CEO of Ceres Acquisition Corp said: “Ceres’ deep cannabis and consumer experience, coupled with Scooter’s powerful network, makes Ceres an ideal partner for a well-positioned, well-led, high growth cannabis company like Parallel. The Ceres team has organized a set of truly unique resources that aims to open the top of the consumer awareness funnel and help fuel growth – from capital to cannabis to marketing to an extensive network in entertainment and access to consumers – we look forward to supporting Parallel’s transition to a publicly traded company.”

Scott “Scooter” Braun, Co-Founder of Ceres Group Holdings said: “I have carefully watched the cannabis industry and Parallel stands out as a leader in the space. With a culture of compliance and strong values, a commitment to social equity, and disciplined growth and innovation, I’m thrilled to work with Parallel. Together, Ceres and Parallel have the experience and reputation to drive growth and create value for all their stakeholders. Beau and his team stand out among the pack and bring to the table their deep experience and business acumen to run a public business of this size and I believe Parallel is primed for massive growth in the sector. I’m honored and excited for the opportunity.”

Summary of Transaction Terms

Ceres has agreed to acquire Parallel at an implied enterprise value of US$1.884 billion, and has received commitments from a group of investors in an over-subscribed PIPE of US$225 million at a price of US$10.00 per share issuable immediately prior to, and conditional on, completion of this business combination with Parallel. Substantial investment in the PIPE came from existing Parallel and Ceres investors, as well as institutions and private family offices in both the U.S. and Canada. The proceeds of the PIPE are intended to be used to fund Parallel’s continued growth and market expansion. 

Following the close of the Transaction and subject to shareholder approval, Beau Wrigley will continue to serve as Parallel’s Chairman and CEO, Scooter Braun will serve as a Special Advisor, and the following individuals will constitute the Board of Directors: 

• Marina Bozilenko, who has over 30 years of investment banking and other healthcare industry expertise and currently serves as Strategic Advisor to William Blair and Company, where she previously served as Managing Director and Head of Biotech & Pharma;
• 
  Kevin Douglas, M.D., a biopharmaceutical professional with over 15 years of U.S. and international industry experience, who currently serves as Medical Director of U.S. Rheumatology and Study Designated Physician/Therapeutic Medical Director at Abbvie, Inc.;
• 
  Sarah Hassan
  , who was a founding partner of IM HealthScience and acting CFO through the sale of the company to Nestlé HealthScience in 2020, in addition to holding prior positions as a venture capital partner and fund manager;
• 
  Linda McGoldrick
  , a global business strategy leader and policy expert in healthcare, who has spent her entire 30-year career working in senior executive and advisory roles, including as CEO and independent board member of numerous healthcare and life sciences companies;
• 
  Joe Crouthers
  , Chairman and CEO of Ceres Acquisition Corp., who is a seasoned cannabis investor and entrepreneur who previously worked as a commodities trader and portfolio manager at Goldman Sachs; and
• 
  Phil Harris
  , current General Counsel at Parallel, who has experience as a partner across several Chicago based global law firms, where he served as a practice leader and on the management and diversity committees.

This strong slate of expertise in wellness, healthcare, life sciences and branding represents a significant diversity of perspectives across the Board.

The combined publicly listed company is anticipated to have Class A Subordinate Voting Stock and Class B Multiple Voting Stock. The Class B Multiple Voting Stock will have 15 votes per share and will be held by Beau Wrigley and his affiliate entities upon close. The Class A Subordinate Voting Stock will have one vote per share and will be the publicly traded class of stock upon the closing of the Transaction.

The Transaction is subject to the satisfaction of certain conditions (the “Conditions”), including but not limited to the approvals of U.S. state and local regulatory authorities, and the NEO Exchange and Canadian securities regulatory authority approvals, as well as certain third party consents. There can be no assurance that these conditions will be satisfied. The Transaction is also subject to Ceres shareholder approval and Parallel stockholder approval.

Parallel Investment Highlights

• Proven Business Model, Attractive Valuation and Strong Fundamentals
• The Transaction values Parallel at an implied enterprise value of US$1.884 billion with expected Net Revenues of US$447 million in 2021.
• Expected pro forma cash on hand of US$430 million at close, including US$225 million from the PIPE and US$120 million of cash held in Ceres’ escrow account assuming no redemptions.
• Management team and infrastructure designed to scale for meaningful growth driven by ongoing supply chain innovation and market growth.
• Strong Presence in High Growth Markets, Complemented by Omnichannel Platform
• Operations in five states that have potential to see significant growth in cannabis sales, including Florida, Pennsylvania, Massachusetts, Texas, and Nevada.
• A total of 42 brick and mortar dispensaries drive brand recognition and opportunity to capitalize on market growth.
• E-commerce infrastructure that supports the next phase of cannabis distribution, including online order-ahead, curbside pickup and home delivery sales, which is expected to drive strong net revenue generation.
• Robust Research and Development (“R&D”) Platform
• Parallel believes it is a leader in the production and commercialization of rare cannabinoids with significant therapeutic potential.
• Parallel has developed cannabinoid research partnerships with renowned domestic and international research institutions.
• Proprietary and exclusive technologies provide supply and cost advantages over competitors, as well as an expanded portfolio of products with broader therapeutic applications.
• Track Record of Strategic M&A and Partnerships
• Parallel has a demonstrated ability to consolidate, having successfully closed multiple transformative and accretive acquisitions which Parallel believes will enable it to efficiently build scale, create cost synergies, and provide new assets to drive growth.
• Parallel intends to enter into a partnership with COOKIES, a collaboration that will strengthen the Company’s presence in Las Vegas with a well-known consumer retail brand, subject to the review and approval of the Nevada Cannabis Compliance Board.
• Parallel looks forward to leveraging Ceres’ networks to drive meaningful business opportunities, including the founders of 72andSunny, MGMT, Red Light and others.
• Dedication to Corporate Social Responsibility
• Parallel’s commitment to corporate social responsibility (“CSR”) is focused on cultivating well-being with intentionality to benefit our people, customers, communities and the industry at large. Through its many partnerships, Parallel drives CSR through meaningful actions that positively impact the communities where we live and work.
• This includes partnerships with CultivatED, Cannaclusive, Minority Cannabis Business Association, and CannabisLAB. These collaborations enable Parallel to promote social equity, build community relations, and build upon the positive impact of the cannabis industry.
• Internally, Parallel has created Employee Resource Groups, launched an employee-giving platform called Parallel Cares, and organized community clean-up efforts as Parallel associates strive to enrich their communities in many ways.
• Parallel is proud of its diverse employee base, which includes 41% of positions held by females and 37% of positions held by minorities.
• Unmatched Consumer Goods Expertise and Management Track Record
• William “Beau” Wrigley Jr. is the former CEO of the Wm. Wrigley Jr. Company, and grew that company to over US$5 billion in revenue with distribution in 180 countries before orchestrating its sale to Mars in 2008 for US$23 billion.
• Scooter Braun is one of the entertainment industry’s most influential forces with a strong network in consumer industries broadly. His roster of management clients, including some of the biggest pop-culture icons in the world, has a significant fanbase globally across multiple generations, which are increasingly viewing cannabis through a wellness lens.
• The broader management team has decades of consumer goods, retail, financial services and healthcare experience with both public and private companies.

Advisors
                                                

Perella Weinberg Partners LP is serving as financial advisor and Greenberg Traurig LLP and Aird & Berlis LLP are serving as legal advisors to Parallel. Canaccord Genuity Corp. is serving as financial and capital markets advisor and Manatt, Phelps & Phillips, LLP and Stikeman Elliott LLP are serving as legal advisors to Ceres.

Conference Call Information

A call regarding the proposed merger will take place at 9:00 a.m. ET today, February 22, 2021. The call may be accessed by dialing (855)-480-0897 for domestic callers or (469)-565-9982 for international callers. The conference ID is 4779728. Please dial in at least five minutes prior to the start of the call.

A webcast of the call, along with this press release and the investor presentation are available in the “investor” section of the Parallel website at www.liveparallel.com and Ceres Acquisition Corp.’s website at www.ceresacquisition.com.

Additional Information

Ceres has filed today an investor presentation which describes in more detail the proposed transaction and provides a business overview of Parallel. The presentation is available under Ceres’s profile on www.sedar.com and on the U.S. Securities Exchange Commission’s (the “SEC”) website at http://www.sec.gov, as well as on Ceres’ website, www.ceresacquisition.com.

Ceres expects to file with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, a non-offering prospectus containing disclosure regarding, among other things, the Transaction and Parallel assuming completion of the Transaction. Investors and security holders may obtain a copy of the definitive agreements for the Transaction and the prospectus, when filed, under Ceres’s profile on the SEDAR website at www.sedar.com.

In connection with the Transaction, Ceres is expected to file a Form S-4 with the SEC and an information circular with Canadian securities regulators. Ceres and Parallel urge investors, stockholders and other interested persons to read, when available, the Form S-4, including the preliminary prospectus and amendments thereto and the definitive prospectus, as well as other documents to be filed with the SEC and documents (including the prospectus and information circular) to be filed with Canadian securities regulatory authorities in connection with the Transaction, as these materials will contain important information about Ceres, Parallel, the combined public company and the Transaction. Ceres also will file other documents regarding the Transaction with the SEC. Investors and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by Ceres through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Ceres may be obtained free of charge from Ceres’ website at www.ceresacquisition.com or by written request to Ceres at Ceres Acquisition Corp., 1925 Century Park East, Los Angeles, California, United States 90067.

The financial information and data contained in this press release is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement, prospectus or registration statement or other report or document to be filed or furnished by Ceres, Parallel or any entity that is party to the proposed Transaction with the SEC.

Forward Looking Statements

Certain information in this press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities legislation and U.S. securities law (referred to herein as forward-looking statements), including statements regarding the Transaction and expected future growth. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include, but are not limited to, statements related to activities, events or developments that Parallel or Ceres expects or anticipates will or may occur in the future, statements related to Parallel’s business strategy objectives and goals, and Parallel’s management’s assessment of future plans and operations which are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward-looking statements can often be identified by the use of words such as “may”, “will”, “could”, “would”, “anticipate”, ‘believe”, expect “, “intend”, “potential “, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions or the negatives thereof. Such statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and are based on Parallel’s management’s belief or interpretation of information currently available. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements in this press release includes statements regarding: the Transaction; Parallel’s expansion strategy and plans to grow its market share in existing and new markets; Parallel’s investment in new technologies and products; the development and expansion of Parallel’s brands; and strategic acquisition opportunities. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. There can be no assurance that the transactions described herein will be completed or that, if completed, the combined public company will be successful.

Risk factors that could cause actual results, performance or achievement to differ materially from those indicated in the forward-looking statements include, but are not limited to the following: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Ceres’ securities, (ii) the risk that the Transaction may not be completed by Ceres’ qualifying transaction deadline and the potential failure to obtain an extension of the qualifying transaction deadline if sought by Ceres, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Transaction by the stockholders of Ceres and Parallel, as applicable, the satisfaction of the minimum trust account amount following any redemptions by Ceres’ shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the impact of COVID-19 on Parallel’s business and/or the ability of the parties to complete the proposed Transaction, (vii) the effect of the announcement or pendency of the Transaction on Parallel’s business relationships, performance, and business generally, (viii) risks that the proposed Transaction disrupts current plans and operations of Parallel and potential difficulties in Parallel employee retention as a result of the proposed Transaction, (ix) the outcome of any legal proceedings that may be instituted against Parallel or Ceres or their respective, directors, officers and affiliates related to the proposed Transaction, (x) the risk that the combined public company’s securities will not be approved for listing on the NEO Exchange or, if approved, that the combined public company will be able to maintain the listing, (xi) the price of Ceres’ and the combined public company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Parallel operates, variations in performance across competitors, changes in laws and regulations affecting Parallel’s business and changes in the combined capital structure and a return on securities of the combined public company is not guaranteed, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Parallel operates, (xiv) the risk that Parallel and its current and future collaborators are unable to successfully develop and commercialize Parallel’s products, brands or services, or experience significant delays in doing so, (xv) the risk that the combined public company may never sustain profitability, (xvi) the risk that the combined public company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xvii) the risk that the combined public company experiences difficulties in managing its growth and expanding operations, (xviii) the risk that the pharmaceutical industry may attempt to dominate the cannabis industry , and in particular, legal marijuana, through the development and distribution of synthetic products which emulate the effects and treatment of organic marijuana, (xix) the agricultural risks related to insects, plant diseases, unstable growing conditions, water and electricity availability and cost, (xx) the risk that may arise because cannabis continues to be a controlled substance under the United States Federal Controlled Substances Act, (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Parallel’s products and services, (xxii) the risk that the combined public company is unable to secure or protect its intellectual property, (xxiii) tax risks, including U.S. federal income tax treatment, (xxiv) risks relating to the reliance of Parallel on key members of management, (xxv) risks inherent in businesses related to the agricultural industry , (xxvi) risks relating to potentially unfavorable publicity or consumer perception , (xxvi) Parallel may be subject to the risk of competition from synthetic production and technological advances, (xxvii) investors in the combined public company and its directors, officers and employees who are not U.S. citizens may be denied entry into the United States, (xxviii) product recalls, (xxix) results of future clinical research, (xxx) difficulty attracting and retaining personnel, (xxxi) fraudulent or illegal activity by employees, contractors and consultants; information technology systems and cyber-attacks, (xxxii) security breaches, (xxxiii) natural disasters and terrorism risk, (xxxiv) restricted access to banking, (xxxv) risks related to the lending facilities, (xxxvi) risks of leverage, (xxxvii) heightened scrutiny by regulatory authorities, (xlvi) risk of legal, regulatory or political change, (xlvii) general regulatory and licensing risks, (xlviii) Parallel and the combined public company may be subject to the risk of changes in Canadian as well as U.S. federal, state and local laws or regulations, (xlix) limitations on ownership of licenses, (I) Nevada regulatory regime and transfer and grant of licenses, (Ii) regulatory action and approvals from the FDA, (Iii) constraints on marketing products, (liii) anti-money laundering laws and regulation, (liv) the combined public company’s status as an “Emerging Growth Company” under United States securities laws, (Iv) discretion in the use of proceeds, (lvi) subsequent offerings will result in dilution to shareholders of the combined public company, (lvii) voting control, and (lviii) unpredictability caused by capital structure and voting control. Readers are cautioned that the foregoing list is not exhaustive.

Parallel and Ceres undertake no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws.

U.S. Disclaimer

Neither the securities of Ceres nor of Parallel have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered and sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act.

Any securities of either Ceres or Parallel sold in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act. Such securities may be resold, pledged or otherwise transferred only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act.

About Parallel

Parallel is one of the largest privately-held, vertically-integrated, multi-state cannabis companies in the world with a mission to pioneer well-being and improve the quality of life through cannabinoids. Parallel owns and operates retail dispensaries in four medical and adult-use markets: Surterra Wellness in Florida and Texas; New England Treatment Access (NETA) in Massachusetts, and The Apothecary Shoppe in Nevada. Parallel also has a license under its Goodblend brand in Pennsylvania for vertically-integrated operations and up to six retail locations, in addition to a medical cannabis research partnership with the University of Pittsburgh Medical Center. The Company has a diverse portfolio of high quality, proprietary and licensed consumer brands and products including Surterra Wellness, Coral Reefer, Float and Heights. Parallel operates approximately 50 retail stores nationwide, including cultivation and manufacturing sites across the four states. The Company, through its Parallel Biosciences division, conducts advanced cannabis science and conducts R&D for new product development in its facilities in Texas, Massachusetts, Florida, and Budapest, Hungary. Parallel follows rigorous operations and business practices to ensure the quality, safety, consistency and efficacy of its products and is building its business by following strong values and putting the well-being of its customers and associates first. Find more information at www.liveParallel.com, or on Instagram and LinkedIn. Any information accessed through Parallel’s website, Instagram or LinkedIn is not incorporated by reference into, and is not part of, this document.

About Ceres Acquisition Corp.

Ceres is a recently organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination. For further information on Ceres please visit our website or you can find us on LinkedIn, Twitter and Instagram.

Contacts

Parallel Media:

Taylor Foxman-Weiner

[email protected]

Parallel Investors:

[email protected]

Ceres:

Briana Chester

[email protected]

¹ All enterprise valuations included in this press release assume a $10.00 valuation of the Ceres stock and that there are no redemptions from Ceres’ escrow account in connection with the closing of the business combination.

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SOURCE Parallel

AKRON, Ohio and FINDLAY, Ohio, Feb. 22, 2021 /PRNewswire/ — The Goodyear Tire & Rubber Company (Nasdaq: GT) and Cooper Tire & Rubber Company (NYSE: CTB) today announced that they have entered a definitive transaction agreement under which Goodyear will acquire Cooper in a transaction with a total enterprise value of approximately $2.5 billion. The transaction will expand Goodyear’s product offering by combining two portfolios of complementary brands. It will also create a stronger U.S.-based manufacturer with increased presence in distribution and retail channels while combining both companies’ strengths in the highly profitable light truck and SUV product segments. The combined company will have approximately $17.5 billion in pro forma 2019 sales.

Under the terms of the transaction, which has been approved by the Boards of Directors of both companies, Cooper shareholders will receive $41.75 per share in cash and a fixed exchange ratio of 0.907 shares of Goodyear common stock per Cooper share for a total equity value of approximately $2.8 billion. Based on Goodyear’s closing stock price on February 19, 2021, the last trading day prior to the announcement, the implied cash and stock consideration to be received by Cooper shareholders is $54.36 per share, representing a premium of 24% to Cooper’s closing stock price on February 19, 2021, and a premium of 36% to Cooper’s 30-day volume weighted average price as of the close on February 19, 2021. Upon closing of the transaction, Goodyear shareholders will own approximately 84% of the combined company, and Cooper shareholders will own approximately 16%.

Founded in 1914, Cooper is the 5th-largest tire manufacturer in North America by revenue with approximately 10,000 employees working in 15 countries worldwide. Cooper products are manufactured in 10 facilities around the globe, including wholly-owned and joint venture plants. The company’s portfolio of brands includes Cooper, Mastercraft, Roadmaster and Mickey Thompson.

“This is an exciting and transformational day for our companies,” said Richard J. Kramer, Goodyear chairman, chief executive officer and president. “The addition of Cooper’s complementary tire product portfolio and highly capable manufacturing assets, coupled with Goodyear’s technology and industry leading distribution, provides the combined company with opportunities for improved cost efficiency and a broader offering for both companies’ retailer networks. We are confident this combination will enable us to provide enhanced service for our customers and consumers while delivering value for shareholders.”

Kramer added, “We have a great deal of respect for Cooper’s team and share a commitment to integrity, quality, agility and teamwork. We look forward to welcoming Cooper to the Goodyear family.”

Brad Hughes, Cooper president & chief executive officer, added, “Cooper has transformed into a dynamic, consumer-driven organization that has balanced traditional and emerging channels to increase demand for our products, while updating and effectively leveraging our global manufacturing footprint. I am extremely proud of what our team has accomplished over the past 107 years and am grateful to our talented employees for their contributions and commitment. This transaction marks the start of a new chapter for Cooper, which we are entering from a position of strength. We believe that it represents an attractive opportunity to maximize value for our shareholders, who will receive a meaningful premium as well as the opportunity to participate in the upside of the combined company. We look forward to the opportunity to combine Cooper’s considerable talents with Goodyear’s, and to be part of a bigger, stronger organization that will be competitively well-positioned to win in the global tire industry.”

Compelling Strategic and Financial Benefits

• Strengthens Leadership Position in Global Tire Industry. The transaction further strengthens Goodyear’s leading position in the U.S., while significantly growing its position in other North American markets. In China, the combination nearly doubles Goodyear’s presence and increases the number of relationships with local automakers, while creating broader distribution for Cooper replacement tires through Goodyear’s network of 2,500 branded retail stores.
• Combines Two Complementary Brand Portfolios with a Comprehensive Offering Across the Value Spectrum. The combined company will have the opportunity to leverage the strength of Goodyear original equipment and premium replacement tires, along with the mid-tier power of the Cooper brand, which has particular strength in the light truck and SUV segments. Together, these brands have the opportunity to deliver a more complete offering to aligned distributors and retailers.
• Provides Significant, Immediate and Long-Term Financial Benefits.
• Synergies and Tax Benefits. Goodyear expects to achieve approximately $165 million in run-rate cost synergies within two years following the close of the transaction. The majority of the cost synergies will be related to overlapping corporate functions and realizing operating efficiencies. In addition, the combination is expected to generate net present value of $450 million or more by utilizing Goodyear’s available U.S. tax attributes. These tax attributes will reduce the company’s cash tax payments, positioning it to generate additional free cash flow. The expected cost synergies from this transaction do not include manufacturing-related savings.
• Earnings and Balance Sheet. The transaction is immediately accretive to earnings per share, modestly improves Goodyear’s balance sheet position and enhances the company’s ability to de-lever.
• Opportunity to Create Additional Value from Manufacturing and Distribution. Opportunities for expansion of select Cooper facilities will increase capital efficiency and flexibility. Additional revenue growth opportunities will result from the addition of the Cooper brand to Goodyear’s global distribution network.
• Increases Scale to Support Investments in New Mobility and Fleet Solutions. As an industry leader in the U.S., the combined company will offer tire products and a broad selection of services through Goodyear’s relationships with traditional and emerging original equipment manufacturers; autonomous driving system developers; new and established fleet operators; and other mobility platforms.

Timing, Approvals and Financing

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Cooper shareholders. The transaction is expected to close in the second half of 2021.

Goodyear intends to fund the cash portion of the transaction through debt financing and has secured a committed bridge financing facility led by JPMorgan Chase Bank, N.A.

Focused on a Successful Integration

With complementary business models, organizational structures and distribution channels, Goodyear and Cooper expect to execute a successful integration that captures the full benefits of the combination. The companies will prepare for integration focused on continuity of manufacturing, operations and customer service.

After closing, the combined company will be headquartered in Akron, Ohio, but Goodyear expects to maintain a presence in Findlay, Ohio.

Advisors

Lazard is serving as lead financial advisor, J.P. Morgan Securities LLC is serving as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Covington and Burling LLP are serving as legal advisors to Goodyear. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor and Jones Day is serving as legal advisor to Cooper.

Conference Call and Webcast

Goodyear and Cooper will hold a joint conference call at 8:00 a.m. ET today to discuss the transaction. The conference call will be available via live webcast on the Goodyear investor relations website: http://investor.goodyear.com.

Those participating via telephone should call either 800-895-3361 or 785-424-1062 before 8:00 a.m. ET and provide the Conference ID “Goodyear.” A taped replay will be available by calling 800-925-9348 or 402-220-5381. The replay will also remain available on the Goodyear website.

Additional information regarding the transaction can be found on https://GoodyearCooper.transactionfacts.com.

About The Goodyear Tire & Rubber Company

Goodyear is one of the world’s largest tire companies. It employs about 62,000 people and manufactures its products in 46 facilities in 21 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate. GT-FN

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company is the parent company of a global family of companies that specializes in the design, manufacture, marketing and sale of passenger car, light truck, medium truck, motorcycle and racing tires. Cooper’s headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design operations within its family of companies located in 15 countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between The Goodyear Tire & Rubber Company (“Goodyear”) and Cooper Tire & Rubber Company (“Cooper”), including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction (including anticipated annual run-rate operating and other cost synergies and anticipated accretion to return on capital employed, free cash flow, and earnings per share), projected financial information, future opportunities, and any other statements regarding Goodyear’s and Cooper’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions. All such forward-looking statements are based on current expectations of Goodyear’s and Cooper’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the ability to obtain the requisite Cooper stockholder approval; uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Goodyear’s or Cooper’s respective businesses; the effect of this communication on Goodyear’s or Cooper’s stock prices; the effects of industry, market, economic, political or regulatory conditions outside of Goodyear’s or Cooper’s control; transaction costs; Goodyear’s ability to achieve the benefits from the proposed transaction, including the anticipated annual run-rate operating and other cost synergies and accretion to return on capital employed, free cash flow, and earnings per share; Goodyear’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth under the heading “Risk Factors” on the companies’ Annual Reports on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Goodyear assumes no obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the potential transaction, Goodyear expects to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary prospectus of Goodyear that also constitutes a preliminary proxy statement of Cooper. After the registration statement is declared effective, Cooper will mail a definitive proxy statement/prospectus to stockholders of Cooper. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Goodyear or Cooper may file with the SEC and send to Cooper’s stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF GOODYEAR AND COOPER ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Goodyear or Cooper through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Goodyear will be available free of charge on Goodyear’s website at corporate.goodyear.com/en-US/investors.html and copies of the documents filed with the SEC by Cooper will be available free of charge on Cooper’s website at http://investors.coopertire.com. 

Participants in the Solicitation

Goodyear and Cooper and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors and executive officers of Goodyear 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 9, 2021, and its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 6, 2020. Information about the directors and executive officers of Cooper is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which is expected to be filed with the SEC on or around February 22, 2021, and its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 26, 2020. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

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SOURCE The Goodyear Tire & Rubber Company

HOLON, Israel, Feb. 22, 2021 /PRNewswire/ — Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader in predictive target discovery, announced today the expansion of its clinical collaboration agreement with Bristol Myers Squibb. Under the amended agreement, Bristol Myers Squibb will supply Opdivo® (nivolumab), its PD-1 inhibitor, for Compugen’s Phase 1b cohort expansion study designed to assess COM701, Compugen’s first-in-class anti-PVRIG antibody, in combination with Opdivo® in selected cancer indications. Study initiation is expected in the second quarter of 2021.

“We are excited to further expand our clinical program evaluating COM701, our first-in-class anti PVRIG inhibitor,” said Anat Cohen-Dayag, Ph.D., President and CEO of Compugen. “While our triple checkpoint blockade study of COM701 combined with Bristol Myers Squibb’s PD-1 and TIGIT inhibitors currently advancing in the clinic offers the ultimate test of our science-driven hypothesis, translational research at Compugen suggests that certain patients may not require a triple therapy combination. With the enrollment in the dose escalation arm of COM701 in combination with Opdivo® completed and preliminary signs of antitumor activity previously disclosed, we are ready to continue our evaluation of this dual combination and move to the cohort expansion phase of the study. Testing COM701 in three settings – as a monotherapy, dual combination, and triple combination therapy – may provide additional insights on the contribution of components as well as the opportunity to broaden COM701 treatment options to address patients’ needs. We are proud to be moving quickly to initiate this biomarker and data-informed study in indications we believe are most likely to respond to dual PVRIG and PD-1 blockade, enhancing our leadership position in the DNAM-1 axis space.”

Dr. Cohen-Dayag continued, “Bristol Myers Squibb continues to be a valued partner for our COM701 clinical program as we advance the immunotherapy treatment landscape of patients with cancer.”

Under the terms of the amendment, Bristol Myers Squibb will continue to supply Opdivo® to the Compugen-sponsored study. The Phase 1b study, a part of Compugen’s COM701 monotherapy and combination therapy dose escalation and expansion program (NCT03667716), will examine fixed doses of COM701 and Opdivo®, as determined by Compugen’s Phase 1a combination dose escalation study. Based on Compugen’s translational analyses and preliminary antitumor activity in dose escalation, the study will enroll patients with ovarian, breast, endometrial and microsatellite-stable colorectal cancers.

Separately, Compugen and Bristol Myers Squibb are also investigating COM701 in a triple combination study with Opdivo^® and BMS-986207, Bristol Myers Squibb’s investigational anti-TIGIT antibody.

Opdivo® is a registered trademark of Bristol Myers Squibb.

About Compugen

Compugen is a clinical-stage therapeutic discovery and development company utilizing its broadly applicable, predictive computational discovery platforms to identify novel drug targets and develop therapeutics in the field of cancer immunotherapy. Compugen’s lead product candidate, COM701, a first-in-class anti-PVRIG antibody, for the treatment of solid tumors, is undergoing a Phase 1 clinical study. In addition, COM902, Compugen’s antibody targeting TIGIT, is in a Phase 1 clinical study. Compugen’s therapeutic pipeline also includes early stage immuno-oncology programs focused largely on myeloid targets. Compugen is headquartered in Israel, with offices in South San Francisco, CA. Compugen’s shares are listed on Nasdaq and the Tel Aviv Stock Exchange under the ticker symbol CGEN. For additional information, please visit Compugen’s corporate website at www.cgen.com.

Forward-Looking Statement 

This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Compugen. Forward-looking statements can be identified by the use of terminology such as “will,” “may,” “expects,” “anticipates,” “believes,” “potential,” “plan,” “goal,” “estimate,” “likely,” “should,” “confident,” and “intends,” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements, including but not limited to statements about the initiation, procedures and potential results of the cohort expansion study, involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Compugen to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Among these risks: Compugen’s operations could be affected by the outbreak and spread of COVID-19, clinical development involves a lengthy and expensive process, with an uncertain outcome and Compugen may encounter substantial delays or even an inability to begin clinical trials for any specific product, or may not be able to conduct or complete its trials on the timelines it expects; Compugen relies, and expects to continue to rely, on third parties to conduct its clinical trials and if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines (including as a result of the effect of the COVID-19), Compugen may experience significant delays in the conduct of its clinical trials; Compugen’s approach to the discovery of therapeutic products is based on its proprietary computational target discovery infrastructure, which is unproven clinically; Compugen does not know whether it will be able to discover and develop additional potential product candidates or products of commercial value; Compugen’s business model is substantially dependent on entering into collaboration agreements with third parties; and Compugen may not be successful in generating adequate revenues or commercializing aspects of its business model. These risks and other risks are more fully discussed in the “Risk Factors” section of Compugen’s most recent Annual Report on Form 20-F as filed with the Securities and Exchange Commission (SEC) as well as other documents that may be subsequently filed by Compugen from time to time with the SEC. In addition, any forward-looking statements represent Compugen’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Compugen does not assume any obligation to update any forward-looking statements unless required by law. 

Company contact:
Elana Holzman 
Director, Investor Relations and Corporate Communications Compugen Ltd. 
Email: [email protected] 
Tel: +972 (3) 765-8124

Investor Relations contact: 
Bob Yedid 
LifeSci Advisors, LLC
Email: [email protected]   
Tel: +1 (646) 597-6989

Media contact:

Josephine Belluardo, Ph.D.
LifeSci Communications 
Email: [email protected]
Tel: +1 (646) 751-4361

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SOURCE Compugen Ltd.

VANCOUVER, BC, Feb. 22, 2021 /CNW/ – Premium Brands Holdings Corporation (TSX: PBH) (the “Company”), a leading producer, marketer and distributor of branded specialty food products, will hold a conference call to discuss its fourth quarter 2020 results on Thursday, March 11, 2021 at 10:30 a.m. PST (1:30 p.m. EST).  Mr. George Paleologou, President and CEO and Mr. Will Kalutycz, CFO will host the call.  A press release outlining the Company’s fourth quarter 2020 results will be issued on the morning of
Thursday, March 11, 2021.

Access to the call may be obtained by calling the operator at (833) 300-9218 / (647) 689-4551 (confirmation code: 2970818) up to ten minutes prior to the scheduled start time.  For those who are unable to participate, a recording of the conference call will be available through to 8:59 p.m. PST on March 25, 2021 at (855) 859-2056 / (404) 537-3406 (passcode: 2970818).  Alternatively, a recording of the conference call will be available at the Company’s website at http://www.premiumbrandsholdings.com.  

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States, and Italy.

SOURCE Premium Brands Holdings Corporation

WOODLAND HILLS, Calif., Feb. 22, 2021 /PRNewswire/ — Health Net has selected Wesley Health Centers, also known as JWCH Institute, to participate in a national research study to understand the impact of COVID-19 on racial minorities and underserved communities.

Through the partnership, Wesley Health Centers is offering COVID-19 screenings at no cost to patients to confirm rates of current and previous COVID-19 infections. Community members in the Wesley Health Centers area can call a patient navigator at (866) 733-5924 to schedule an appointment to receive a COVID-19 PCR test (to confirm current COVID-19 infection) and antibody testing (to confirm previous COVID-19 infection) at no cost.

Testing is available at the following locations. For testing days and hours, visit http://jwchinstitute.org/

Those who test positive for COVID-19 will be contacted by a medical provider from their test site. They will also receive monitoring kits and a daily call from a study nurse for the first 14 days to provide medical advice and help monitor any progression of symptoms. Participants will also receive once-per-week follow up calls for one month and check-ins throughout the five-year study.

Communities of Color Disproportionately Impacted by COVID-19 in California

The Centers for Disease Control and Prevention (CDC) reports that race and ethnicity are risk markers for underlying conditions that impact health including socioeconomic status, access to healthcare, and increased exposure to the virus due to occupation (e.g., frontline, essential, and critical infrastructure workers). Further, previous research has shown that Black and Hispanic Americans as well as American Indians/Alaska Natives are twice as likely to test positive for COVID-19 as white Americans.  

“COVID-19 has had a devastating impact on California, particularly in communities of color,” said Brian Ternan, President and CEO of Health Net of California and California Health and Wellness. “As part of our mission to transform the health of our communities one person at a time, together with Wesley Health Centers, we hope to increase access to COVID-19 testing and provide important data and evidence-based solutions to improve health disparities.”

“We need to fully understand how various social determinants of health place our communities at increased risk of infection and poorer health outcomes,” said Al Ballesteros, President and Chief Executive Officer of Wesley Health Centers. “Our mission is to provide access to services, which improve the health status of individuals and families, including people experiencing financial, social, and cultural barriers to healthcare.” 

“Longitudinal studies of the health of survivors are going to give us vital information about this disease and the disparities that it exposes. I know the citizens of Los Angeles are eager to step up and share their experience over the next five years as their contribution to what we will know about COVID, and we’re proud to serve alongside them,” said Dr. Alex Chen, Chief Medical Officer at Health Net.

Quest Diagnostics will provide COVID-19 molecular diagnostic testing. 

“COVID-19 testing is critically needed in underserved communities, and we’re pleased to team up with Wesley Health Centers and Health Net to provide testing in areas where it is needed most,” said Ron Coursey, Vice President of Federally Qualified Health Centers and Public Health of Quest Diagnostics.

A National Initiative to Raise Awareness, Address Health Disparities

The testing initiative is part of a broader research study by Health Net’s parent company Centene, a leading multi-national healthcare enterprise, and the National Minority Quality Forum (NMQF), an independent research and educational organization dedicated to ensuring high-risk racial and ethnic populations receive optimal healthcare. Together, the organizations will analyze testing data to assess the impact of COVID-19 on minorities and underserved populations in California and across the country.

Once testing is complete, Centene and NMQF have convened a team of researchers to analyze and translate survey data, and, based on the findings, provide valuable data and evidence-based solutions to inform the public health response and help reduce healthcare disparities among underserved populations.

About Wesley Health Centers (JWCH Institute, Inc.)
Wesley Health Centers (JWCH Institute, Inc.) is a 501 (c)(3) Federally Qualified Health Center established in 1960. Wesley is the largest provider of homeless health care in California and our mission is to “improve the health status and well-being of under-served segments of the population of Los Angeles County through the direct provision or coordination of health care, health education, services, and research”. We currently operate 35 sites, which include primary care clinics, dental clinics, school-based sites, mental health and substance use treatment sites, homeless health care, and mobile units to provide quality and integrated care to low-income and homeless residents throughout LA County.

About Health Net
At Health Net, we believe every person deserves a safety net for their health, regardless of age, income, employment status or current state of health. Founded 40 years ago, we remain dedicated to transforming the health of our community, one person at a time. Today, Health Net’s 3,000 employees and 85,000 network providers serve more than 3 million members. That’s nearly 1 in 12 Californians. We provide health plans for individuals, families, businesses of every size, people with Medicare and people with Medi-Cal — Coverage for Every Stage of LifeTM. Health Net also offers access to substance abuse programs, behavioral health services, employee assistance programs and managed health care products related to prescription drugs. We offer these health plans and services through Health Net, LLC and its subsidiaries: Health Net of California, Inc., Health Net Life Insurance Company and Health Net Community Solutions, Inc. These entities are wholly owned subsidiaries of Centene Corporation (NYSE: CNC), a Fortune 50 company providing health coverage to more than 25 million Americans. For more information, visit HealthNet.com.

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SOURCE Health Net

BUFFALO, N.Y. and BRIDGEPORT, Conn., Feb. 22, 2021 /PRNewswire/ — M&T Bank Corporation (NYSE: MTB) (“M&T”) and People’s United Financial, Inc. (NASDAQ: PBCT) (“People’s United”) announced today that they have entered into a definitive agreement under which M&T will acquire People’s United in an all-stock transaction.

The combined company will create a diversified, community-focused banking franchise with approximately $200 billion in assets and a network of more than 1,100 branches and over 2,000 ATMs that spans 12 states from Maine to Virginia and the District of Columbia. The combined franchise will operate across some of the most populated and attractive banking markets in the U.S. As part of the transaction, People’s United’s current headquarters in Bridgeport, Connecticut will become the New England regional headquarters for M&T, further strengthening the combined company’s commitment to Connecticut and the region.

Under the terms of the agreement, People’s United shareholders will receive 0.118 of a share of M&T common stock for each People’s United share they own. Following completion of the transaction, former People’s United shareholders will collectively own approximately 28% of the combined company. The implied total transaction value based on closing prices on February 19, 2021 is approximately $7.6 billion.

“In People’s United, we have found a partner with an equally long history of serving and supporting customers, businesses and communities,” said René Jones, chairman and chief executive officer of M&T, who will lead the combined company in the same capacity. “Combining our common legacies and our complementary footprints will strengthen our ability to serve our communities and customers, and provide solutions that make a difference in people’s lives. I am incredibly excited about this opportunity and look forward to welcoming new customers and team members to our M&T family.”

“M&T is a like-minded partner that shares our culture of supporting communities by focusing on building meaningful relationships and providing personalized products, services and local market expertise to customers, while building on our legacy of excellence in service,” said Jack Barnes, chairman and chief executive officer of People’s United. “The merger extends our reach by providing customers access to a larger banking network and an expanded array of services. I am confident our shared community banking philosophies will provide significant long-term value for our shareholders, employees and loyal customers.”

Key attractions of the proposed transaction

• Unique strategic position and enhanced platform for growth: The merger will create the leading community-focused commercial bank in the Northeast and Mid-Atlantic regions, with the scale and share to compete effectively. The two companies have a complementary top-tier deposit share in core markets with a top three share in most of their respective top 10 markets. The footprint of the combined company spans an economically diverse region that accounts for over 20% of the U.S. population and over 25% of U.S. GDP.

• Shared commitment to local communities: Both companies have been long recognized for their community commitments and longstanding support of civic organizations. Over the past decade, M&T, through The M&T Charitable Foundation, has donated $263.7 million to over 2,800 nonprofit organizations across eight states and the District of Columbia. M&T Bank has been awarded the highest possible Community Reinvestment Act rating on every examination since 1982 from the Federal Reserve Bank of New York.

  People’s United Community Foundation and People’s United Community Foundation of Eastern Massachusetts has granted $40 million to nonprofits aligned with the Foundations’ collective mission since its inception in 2007. Through the foundations, M&T will use $90 million to support charitable activities in the communities currently served by People’s United.

• Compelling financial impacts: M&T expects the transaction to be immediately accretive to its tangible book value per share. It is further expected that the transaction will be 10-12% accretive to M&T’s earnings per share in 2023, reflecting estimated annual cost synergies of approximately $330 million.

Upon closing, Jack Barnes, Kirk Walters and three other current members of the board of directors of People’s United will join M&T’s board of directors.

The merger has been unanimously approved by the boards of directors of each company. The merger is expected to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company.

Lazard acted as financial advisor to M&T in connection with the transaction and Sullivan & Cromwell LLP served as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, served as lead financial advisor to People’s United. J.P. Morgan Securities LLC also served as financial advisor, and Simpson Thacher & Bartlett LLP served as legal advisor to People’s United.

Investor call and webcast
M&T will hold a conference call today, February 22, 2021, at 8:00 a.m. ET to discuss today’s announcement. A live webcast of the call and the replay will be available on the websites of M&T and People’s United. A conference call replay will be available. To view details for the webcast, visit: https://ir.mtb.com/events-presentations. To listen to the live conference call, dial 800-459-5343 or 203- 518-9553 and reference the passcode Conference ID: MA529273. To access the replay, dial 800-283-4642 and reference the passcode Conference ID: MA529273.

About M&T Bank Corporation

M&T Bank Corporation is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, operates banking offices in New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia and the District of Columbia. Trust-related services are provided by M&T’s Wilmington Trust-affiliated companies and by M&T Bank.

About People’s United Financial

People’s United Financial, Inc. is a financial holding company headquartered in Bridgeport, Connecticut. People’s United Bank, N.A., a subsidiary of People’s United Financial, Inc., is a diversified, community-focused financial services company with more than 6,000 employees. Founded in 1842, People’s United Bank offers commercial and retail banking through a network of over 400 retail locations in Connecticut, New York, Massachusetts, Vermont, New Hampshire and Maine, as well as wealth management solutions. The company also provides specialized commercial services to customers nationwide. As of December 31, 2020, People’s United had total assets of more than $63 billion, loans of $44 billion and deposits of $52 billion. 

Important Information and Where You Can Find It
In connection with the proposed transaction, M&T Bank Corporation (“M&T”) will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of M&T’s capital stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of M&T and People’s United Financial, Inc. (“People’s United”), which will be sent to the shareholders of M&T and People’s United seeking their approval of the proposed transaction.

This release does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF M&T AND PEOPLE’S UNITED AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT M&T, PEOPLE’S UNITED AND THE PROPOSED TRANSACTION.  Investors will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about M&T and People’s United, without charge, at the SEC’s website (http://www.sec.gov). Copies of the registration statement, including the joint proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, M&T Bank Corporation, One M&T Plaza, Buffalo, New York 14203, telephone 716-635-4000, or  Steven Bodakowski, People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, telephone 203-338-4202.

Participants in the Solicitation of Proxies in Connection with Proposed Transaction
M&T, People’s United and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC.  Information regarding M&T’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 9, 2020, and certain of its Current Reports on Form 8-K.  Information regarding People’s United’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 6, 2020, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

Cautionary Note Regarding Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates and projections about M&T’s and People’s United’s businesses, beliefs of M&T’s and People’s United’s management and assumptions made by M&T’s and People’s United’s management. Any statement that does not describe historical or current facts is a forward-looking statement, including statements regarding the expected timing, completion and effects of the proposed transactions and M&T’s and People’s United’s expected financial results, prospects, targets, goals and outlook. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions.  These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:  the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between M&T and People’s United; the outcome of any legal proceedings that may be instituted against M&T or People’s United; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where M&T and People’s United do business; certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; M&T’s and People’s United’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by M&T’s issuance of additional shares of its capital stock in connection with the proposed transaction; and other factors that may affect future results of M&T and People’s United; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the proposed combination may be more difficult or time-consuming than anticipated, including in areas such as sales force, cost containment, asset realization, systems integration and other key strategies; revenues following the proposed combination may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transactions; the unforeseen risks relating to liabilities of M&T or People’s United that may exist; and uncertainty as to the extent of the duration, scope and impacts of the COVID-19 pandemic on People’s United, M&T and the proposed combination. 

These are representative of the Future Factors that could affect the outcome of the forward-looking statements.  In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which M&T, People’s United or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

M&T provides further detail regarding these risks and uncertainties in its latest Form 10-K and subsequent Form 10-Qs, including in the respective Risk Factors sections of such reports, as well as in subsequent SEC filings. Forward-looking statements speak only as of the date made, and M&T does not assume any duty and does not undertake to update forward-looking statements.

 

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SOURCE M&T Bank Corporation

WARSAW, Ind., Feb. 22, 2021 /PRNewswire/ — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) today announced changes to the Company’s Board of Directors, including:

• Sreelakshmi Kolli, Senior Vice President, Chief Digital Officer of Align Technology Inc., has been appointed as a member of the Board of Directors, effective immediately;
• Zimmer Biomet Non-Executive Chairman Larry C. Glasscock will retire in May 2021 pursuant to the mandatory retirement age in the Company’s Corporate Governance Guidelines;
• Zimmer Biomet President and CEO Bryan C. Hanson will be appointed as Chairman of the Board upon Mr. Glasscock’s retirement;
• Christopher B. Begley will be named Lead Independent Director; and
• Gail K. Boudreaux has informed the Board that she does not intend to stand for reelection at the upcoming 2021 annual meeting of shareholders.

Appointment of Ms. Kolli to the Board
“The addition of Sree to our Board of Directors comes at a time when Zimmer Biomet is expanding our portfolio of integrated digital and robotic technologies that leverage data, machine learning and artificial intelligence, an area where her extensive experience and expertise will be valuable,” said Mr. Hanson.  “We look forward to Sree’s contributions as we continue to drive our strategic initiatives.”

Ms. Kolli joined Align Technology in June 2003 and has held positions of increasing responsibility leading business operations and engineering for customer-facing applications during her tenure.  She was promoted to Vice President, Information Technology in December 2012 and to Senior Vice President, Global Information Technology in February 2018.  Prior to joining Align Technology, she held technical lead positions with Citadon and Accenture.  She is a member of the Executive Advisory Board at Salesforce.com and an external advisor on the Board of Trustees Committee on Information Technology at the University of San Francisco.  Ms. Kolli earned a master’s degree in computer applications at the National Institute of Technology in Trichy, India, and is a graduate of the Stanford Executive Program offered by the Stanford Graduate School of Business in California.

Retirement of Mr. Glasscock
“Over the last 20 years, Larry has made tremendous contributions towards helping the Company advance our mission and has played an essential role in the overall growth and transformation of our business,” said Mr. Hanson.  “On behalf of the entire Board of Directors and Leadership Team, I want to extend my deep gratitude to Larry for his exemplary leadership and service as a member of Zimmer Biomet’s Board.  We have all benefited immensely from Larry’s guidance, leadership and mentorship as Board Chair.”

Mr. Glasscock has been a member of the Company’s Board of Directors since its inception in 2001 and has served as Non-Executive Chairman since May 2013.  During his tenure as a Director, he has also served as a member of the Audit, Corporate Governance, and Compensation and Management Development Committees and as Chair of the Audit Committee.  Mr. Glasscock is the retired Chairman, President and Chief Executive Officer of Anthem, Inc.

Appointment of Mr. Hanson as Chairman of the Board
“Through his leadership during his three-year tenure as President and CEO, Bryan has transformed Zimmer Biomet into a stronger leader and innovator in the global medical technology space,” said Mr. Glasscock.  “I and the entire Board of Directors are excited to see how he continues to drive forward the Company’s mission and deliver even greater growth and value in his appointment as Chairman of the Board.”

Appointment of Mr. Begley as Lead Independent Director
Mr. Begley has been a Zimmer Biomet Board member since 2012 and currently serves as Chairman of the Quality, Regulatory and Technology Committee and as a member of the Compensation and Management Development Committee.  He is the retired Chairman and Chief Executive Officer of Hospira, Inc. and currently serves as Non-Executive Chairman of the Board of Hanger, Inc. 

Mr. Hanson added, “We are fortunate to have an individual of the caliber of Chris’ experience to serve as Lead Independent Director.  He is an accomplished business leader with vast healthcare industry and corporate governance experience.  Chris provides valuable strategic perspective as a Board member, and I look forward to working with him in his new role.”

Retirement of Ms. Boudreaux
Ms. Boudreaux has informed the Board that she does not intend to stand for reelection at the upcoming 2021 annual meeting of shareholders.  She has been a member of the Board since 2012, currently serving on the Audit and Corporate Governance Committees.  She is President and Chief Executive Officer of Anthem, Inc.

“The Board expresses its sincere gratitude to Gail for her many significant contributions and years of dedicated service to Zimmer Biomet and the Company’s shareholders,” said Mr. Hanson.

About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare.  We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; office based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.

We collaborate with healthcare professionals around the globe to advance the pace of innovation.  Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues.  Together with healthcare professionals, we help millions of people live better lives.

We have operations in more than 25 countries around the world and sell products in more than 100 countries.  For more information, visit www.zimmerbiomet.com, or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and service offerings, including new product launches and potential clinical successes.  Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially.  For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC).  These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC.  Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate.  This cautionary note is applicable to all forward-looking statements contained in this news release.

 

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SOURCE Zimmer Biomet Holdings, Inc.

New process strengthen
s
 the company’s commitment to the industry’s highest purity and safety standards

VANCOUVER, BC, Feb. 22, 2021 /PRNewswire/ – ELSE NUTRITION HOLDINGS INC. (TSXV: BABY) (OTCQX: BABYF) (FSE: 0YL) (“Else” or the “Company”) the plant-based baby, toddler and children nutrition company, announces as part of its progress towards commercializing a clean label, dairy-free and soy-free, plant-based infant formula, Else has developed a breakthrough, proprietary process to further ensure the safety of the formula. This patent pending process will contribute greatly to Else’s realization of an infant formula in worldwide markets and provide higher standards of safety, health and natural nutrition for babies, toddlers and children.

This new process builds on the company’s already clean and most natural production process that ensures the highest quality standards – it does not use harsh chemicals or detergents (commonly used in the industry) and does not impact the formula’s amino acids or other macronutrients.

“The World Health Organization considers the first 1000 days of life as critically important to long term health and wellness. It’s the window of time where optimum brain and immune system development is established. Infant formula is the exclusive form of nourishment for many babies during this critical period of development. The recent consumer and regulatory call to action is especially prudent to the formula category. Else Nutrition is voluntarily and proactively changing the way they source ingredients, manufacture their products, and think about food safety all in an effort to optimize environmental and public health now and into the future,” said Jaclyn Bowen MPH, MS food and consumer products safety and systems engineer and Executive Director of Clean Label Project.

“We’re leading a clean revolution, disrupting the baby food industry by setting a new standard in quality, transparency and sustainability. This latest development brings us even closer to bringing clean label, plant-based, minimally processed infant formula to wanting parents worldwide,” said Hamutal Yitzhak, CEO and Co-Founder of Else Nutrition.

The novel pre-process was under development for nearly a year. A full Pilot stage was successfully completed and tested recently at the company’s innovation center in Northern Israel, positively demonstrating reduction of specific elements levels.

Already a recipient of The Clean Label Project’s Purity Award  (an honor only bestowed after products are tested for over 400 contaminants and heavy metals and meet the organization’s highest standard) for its Plant-Based Complete Nutrition for Toddlers product, Else continues its commitment to ‘cleaning up’ the baby/toddler nutrition aisles with safe, clean label products of the highest quality.

Else is proud to share this exciting development and its continued commitment to baby food safety and quality, in light of a recent congressional report that revealed that many baby food products offered by leading manufacturers contain significant levels of toxic heavy metals.

Else’s ‘Beyond Organic’ Processing

Else Nutrition is primarily made of almonds, tapioca and buckwheat; three core ingredients that go through a clean, all-natural process that provides the protein, carbohydrates, and fat directly from the whole plants, along with phytonutrients, fiber, vitamins and minerals nature intended to provide optimal nourishment for children. Else is free of dairy, soy and corn-syrup, and is made with non-GMO ingredients. It is made using a clean, most natural and sustainable industry process.

About Clean Label Project

Clean Label Project™ is a national nonprofit with the mission to bring truth and transparency to food and consumer product labeling. The foundation of food and consumer product safety in America is primarily focused on pathogen and microbiological contaminants. However, there is an increase in consumer, media, and academic attention being paid to the health consequences of exposure to heavy metals, pesticide residues, and plasticizers. Yet, consumers will never find this information on product labels. We are committed to changing the definition of food and consumer safety through the use of data, science, and transparency. We award brands with products that place an emphasized focus on purity and surpass the minimum regulations required by FDA. At Clean Label Project, we encourage brands to join us in becoming part of the solution to address the growing consumer concern of industrial & environmental contaminants and toxins in both food and consumer products.

About Else Nutrition Holdings Inc.

Else Nutrition GH Ltd. is an Israel-based food and nutrition company focused on developing innovative, clean and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy, formula is a clean-ingredient alternative to dairy-based formula. Else Nutrition (formerly INDI) won the “2017 Best Health and Diet Solutions” award at the Global Food Innovation Summit in Milan. Else Plant-Based Complete Nutrition for Toddlers was recently ranked as the #1 Top seller in the baby and toddler formula category on Amazon. The holding company, Else Nutrition Holdings Inc., is a publicly traded company, listed as TSX Venture Exchange under the trading symbol BABY and is quoted on the US OTC Markets QX board under the trading symbol BABYF and on the Frankfurt Exchange under the symbol 0YL. Else’s Executives includes leaders hailing from leading infant nutrition companies. Many of Else advisory board  members had past executive roles in companies such as Mead Johnson, Abbott Nutrition, Plum Organics and leading infant nutrition Societies,  and some of them currently serve in different roles in leading medical centers and academic institutes such as Boston Children’s Hospital, Pediatrics at Harvard Medical School, USA, Tel Aviv University, Schneider Children’s Medical Center of Israel, Rambam Medical Center and Technion, Israel and University Hospital Brussels, Belgium.

For more information, visit: elsenutrition.com or @elsenutrition on Facebook and Instagram.

TSX Venture Exchange

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statements

This press release contains statements that may constitute “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as “will” or similar expressions. Forward-looking statements in this press release include statements with respect to the anticipated dates for filing the Company’s financial disclosure documents.  Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management’s perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. No assurance can be given that the foregoing will prove to be correct. Forward-looking statements made in this press release assume, among others, the expectation that there will be no interruptions or supply chain failures as a result of COVID 19 and that the manufacturing, broker and supply logistic agreement with the Company do not terminate.  Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.  Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s expectations only as of the date of this press release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Else Nutrition Holdings Inc.

PERTH, Australia and NEW YORK, Feb. 22, 2021 /PRNewswire/ — PYC Therapeutics (ASX: PYC), a biotechnology company developing a new generation of precision RNA therapeutics to change the lives of patients with inherited diseases, today announced updates to its programs and outlined its 2021-2022 corporate objectives. PYC is initially targeting inherited ocular diseases, for which it has three preclinical candidates in development.

“This year we are focused on transforming PYC Therapeutics into a U.S.-based, clinical-stage biotechnology company, including making significant advances in moving our three preclinical inherited ocular disease programs toward the clinic and leveraging our RNA platform to create new development candidates in both ocular and neurodegenerative diseases,” said Sahm Nasseri, U.S. Chief Executive Officer of PYC Therapeutics. “We have previously highlighted the importance of building out PYC in the U.S. and I am pleased with our progress and external engagements we have been able to have over the last few months. These engagements with banks, potential future investors as well as potential partners have validated the importance and relevance of PYC’s technology as well as our choice in initial drug development programs. RNA therapeutics and ophthalmology remain top areas of interest in the very active US biotech capital markets. On this foundation, I believe we are very well positioned to deliver on the promise of our science to advance RNA medicines that have the potential to change the lives of patients with inherited diseases.”

2021 Objectives and Program Updates

Corporate Initiatives:

In late 2020, PYC began its transformation from an Australia-based, discovery-focused organization into a U.S.-based, clinical-stage biotechnology company that is well positioned to deliver on several key milestones during 2021.

• Expand U.S. Management Team. Last year, PYC appointed Sahm Nasseri as U.S. Chief Executive Officer and world-renowned RNA therapeutics pioneer Sue Fletcher, PhD as Chief Scientific Officer. The Company’s Chief Business Officer, Kaggen Ausma has relocated from Australia to the U.S. to lead PYC’s business and corporate development growth initiatives. In the first half of 2021, PYC expects to name several new leadership team members, including a Chief Development Officer and a Chief Financial Officer, and appointment of U.S. based and industry experienced Directors. The talent, capability and credibility these appointments will bring to PYC will be critical enablers of the Company’s continuing transformation.

• Expand U.S. Development Capabilities and Access to Capital Markets. PYC plans to maintain its drug discovery and laboratory operations in Australia and will be building its preclinical and clinical development, manufacturing, regulatory and business development functions in the U.S. In parallel, the Company intends to undertake important corporate and business development activities in the U.S in 2021 and has been engaging with U.S biotech institutional investors and potential biotech and pharmaceutical partners to lay the foundation for these initiatives. In the next six months, the Company plans to establish a West Coast location for its U.S. corporate headquarters.

• Strong Cash Position to Support U.S. Expansion and Growth. PYC ended 2020 with $44 million (USD) in cash and cash equivalents. Based on its current operating plans, and considering the Australian R&D tax rebate, this provides the Company with a multi-year cash runway enabling a very strong foundation for execution of both Corporate and Program objectives.

Inherited Ocular Diseases:

 These programs aim to employ PYC’s proprietary cell penetrating peptides (CPPs) to deliver rationally designed RNA therapeutics into retinal cells to treat diseases caused by a specific gene mutation or a missing or defective protein.

• VP-001 for the treatment of retinitis pigmentosa type 11 (RP11).
  RP11 is an inherited retinal degenerative disease that causes progressive loss of vision and often leads to blindness in both adults and children. There are currently no disease-modifying therapies available for RP11. PYC’s lead development candidate VP-001 is designed to deliver its therapeutic RNA cargo directly into the nuclei of retinal cells, with the goal of upregulating PRPF31 gene expression and reversing the progressive retinal degeneration and eventual blindness caused by RP11. PYC’s preclinical research to date has demonstrated VP-001’s ability to upregulate PRPF31, correct key structural deficiencies, and improve phagocytosis and cilia incidence and length in retinal pigmented epithelial cells. These results have all been achieved in patient-derived models and with minimal evidence of toxicity. PYC has advanced VP-001 into Investigational New Drug (IND)-enabling studies and expects to report results from important large animal toxicity studies in the middle of 2021, with the goal of submitting an IND to the U.S. Food and Drug Administration (FDA) during the first half of 2022.

• VP-002 for the treatment of autosomal dominant optic atrophy (ADOA). ADOA is an inherited optic nerve disorder caused by mutations in the OPA1 gene that cause vision loss in both children and adults and can lead to blindness. There is currently no approved therapy for ADOA. VP-002 is designed to deliver its therapeutic RNA cargo and correct the protein deficiency in retinal cells caused by the OPA1 mutation which results in ADOA. PYC is currently conducting lead optimization work with VP-002 and expects to report results from patient-derived models in the first half of 2021 with additional efficacy and safety data across the balance of 2021.

• PYC-001 for the treatment of diabetic retinopathy (DR). DR is a complication of diabetes where high blood sugar damages blood vessels in the retinal tissue, resulting in vision loss and potentially blindness for more than 40 million people globally¹. The current standard of care is anti-VEGF therapy which is not optimal due to lack of response and/or durability of response, along with emerging evidence that prolonged use leads to retinal damage. PYC-001 delivers a PYC-designed modified anti-VEGF RNA cargo that halts the destruction of the retinal blood vessels. PYC is currently conducting lead optimization work with PYC-001 and expects to report results from patient-derived and in vivo models throughout 2021.

• Additional undisclosed ocular candidates. PYC is cultivating a rich pipeline of novel development candidates to address additional ocular diseases. The Company expects to unveil additional development candidates for the treatment of high unmet need ocular indications during 2021.

Central Nervous System (CNS) Diseases:

 These programs aim to employ PYC’s proprietary CPPs to deliver rationally designed RNA therapeutics to treat neurodegenerative diseases.

• Undisclosed CNS candidate. Neurodegenerative diseases represent a significant unmet need, and PYC’s CPP-PMO (phosphorodiamidate morpholino oligomer) technology is uniquely placed to intervene meaningfully in the RNA dysregulation which characterizes many of these disease processes. PYC expects to name one CNS development candidate targeting a high unmet need neurodegenerative condition during the first half of 2021.

Mr. Nasseri continued: “This is a truly exciting and transformational time for PYC, as we build upon the extensive foundation laid in 2020. Our pioneering research team led by Prof. Fletcher is rapidly validating our unique approach to correcting inherited retinal diseases, while also exploring the area of neurodegenerative diseases. With the capital to support our pipeline goals and recruit top talent in the U.S., along with the strong U.S. market potential of our candidate therapies, we believe we are well positioned to enable significant value inflections in 2021 and 2022.”

About PYC Therapeutics
PYC Therapeutics (ASX: PYC) is a development-stage biotechnology company pioneering a new generation of RNA therapeutics that utilize Cell Penetrating Peptides (CPPs), a revolutionary delivery technology designed to overcome the major challenges of current gene-based therapies. PYC believes its CPP technology provides safer, more effective access for a wide range of potent and precise drug cargoes to the highest value drug targets that exist inside cells. The Company is leveraging its leading-edge science to develop a pipeline of novel therapies with an initial focus on inherited eye diseases for which it has unveiled three preclinical stage assets. PYC’s discovery and laboratory operations are located in Australia and the Company recently launched and expansion into the U.S. for its preclinical, clinical, regulatory and business development operations.  For more information, visit pyctx.com, or follow us on LinkedIn and Twitter.

Forward looking statements

Any forward-looking statements in this ASX announcement have been prepared on the basis of a number of assumptions which may prove incorrect and the current intentions, plans, expectations and beliefs about future events are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. Important factors that could cause actual results to differ materially from assumptions or expectations expressed or implied in this ASX announcement include known and unknown risks. Because actual results could differ materially to assumptions made and the Company’s current intentions, plans, expectations and beliefs about the future, you are urged to view all forward-looking statements contained in this ASX announcement with caution.  The Company undertakes no obligation to publicly update any forward-looking statement whether as a result of new information, future events or otherwise.

This ASX announcement should not be relied on as a recommendation or forecast by the Company. Nothing in this ASX announcement should be construed as either an offer to sell or a solicitation of an offer to buy or sell shares in any jurisdiction.

¹Zheng Y, He M, Congdon N. The worldwide epidemic of diabetic retinopathy. Indian J Ophthalmol. 2012;60(5):428-431.

CONTACTS:
 
INVESTORS
Deborah Elson/Matthew DeYoung
Argot Partners
[email protected]  
[email protected] 

MEDIA
Leo Vartorella
Argot Partners
[email protected]  

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SOURCE PYC Therapeutics