Myriad Genetics Signs Definitive Agreement to Sell Myriad Autoimmune’s Vectra Testing Business to Labcorp

SALT LAKE CITY, May 03, 2021 (GLOBE NEWSWIRE) — Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in genetic testing and precision medicine, announced that it has entered into a definitive agreement to sell select operating assets and intellectual property (IP), including the Vectra® test, from Myriad Autoimmune’s business unit to Labcorp (NYSE: LH) for $150 million in cash. Labcorp is a leading global life sciences company and one of the nation’s largest laboratory service providers.

“Our agreement with Labcorp meets our goals of ensuring broad access to the Vectra® test for patients, ensuring a good home for our teammates, and delivering strong value for our shareholders,” said Paul J. Diaz, president and CEO of Myriad Genetics. “While we are strong believers in the future growth prospects for Vectra, this divestiture will allow us to increase operational focus and better execute in our core strategic businesses of Women’s Health, Oncology, and Mental Health.”

The Vectra test has been used by over one million patients to help better understand their rheumatoid arthritis disease activity and has been ordered by the majority of rheumatologists in the country.

The deal is subject to regulatory clearance and customary closing conditions, and Myriad expects the transaction to close by the end of the third quarter.

Guggenheim Securities, LLC is acting as exclusive financial advisor and Katten Muchin Rosenman LLP is acting as legal advisor to Myriad Genetics.

About Myriad Genetics

Myriad Genetics Inc., is a leading genetic testing and precision medicine company dedicated to advancing health and wellbeing for all, empowering individuals with vital genetic insights and enabling healthcare providers to better detect, treat and prevent disease. Myriad discovers and commercializes genetic tests that: determine the risk of developing disease, accurately diagnose disease, assess the risk of disease progression, and guide treatment decisions across medical specialties where genetic testing can significantly improve patient care and lower healthcare costs. For more information on how Myriad fulfills its purpose, please visit the Company’s website: www.myriad.com.

Myriad, the Myriad logo, BART, BRACAnalysis, Colaris, Colaris AP, myPath, myRisk, Myriad myRisk, myRisk Hereditary Cancer, myChoice, myPlan, BRACAnalysis CDx, Tumor BRACAnalysis CDx, myChoice CDx, Vectra, Prequel, Foresight, GeneSight, riskScore and Prolaris are trademarks or registered trademarks of Myriad Genetics, Inc. or its wholly owned subsidiaries in the United States and foreign countries. MYGN-F, MYGN-G.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the divestiture of select operating assets and intellectual property, including the Vectra® test, from Myriad Autoimmune’s business unit to Labcorp and the expected closing of the transaction by the end of third quarter; and the Company’s strategic directives under the caption “About Myriad Genetics.” These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that a condition to closing of the proposed transaction may not be satisfied; that either party may terminate the definitive agreement or that the closing of the proposed transaction may be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or consummation of the proposed transaction; diversion of management and employee time on transaction-related issues and completing the transaction; uncertainties associated with COVID-19, including its possible effects on our operations and the demand for our products and services; risks related to our ability to efficiently and flexibly manage our business amid uncertainties associated with COVID-19; the risk that sales and profit margins of our existing molecular diagnostic tests and pharmaceutical and clinical services may decline or that we may not be able to operate our business on a profitable basis; risks related to our ability to generate sufficient revenue from our existing product portfolio or in launching and commercializing new tests; risks related to changes in governmental or private insurers’ coverage and reimbursement levels for our tests or our ability to obtain reimbursement for our new tests at comparable levels to our existing tests; risks related to increased competition and the development of new competing tests and services; the risk that we may be unable to develop or achieve commercial success for additional molecular diagnostic tests and pharmaceutical and clinical services in a timely manner, or at all; the risk that we may not successfully develop new markets for our molecular diagnostic tests and pharmaceutical and clinical services, including our ability to successfully generate revenue outside the United States; the risk that licenses to the technology underlying our molecular diagnostic tests and pharmaceutical and clinical services tests and any future tests are terminated or cannot be maintained on satisfactory terms; risks related to delays or other problems with operating our laboratory testing facilities; risks related to public concern over genetic testing in general or our tests in particular; risks related to regulatory requirements or enforcement in the United States and foreign countries and changes in the structure of the healthcare system or healthcare payment systems; risks related to our ability to obtain new corporate collaborations or licenses and acquire new technologies or businesses on satisfactory terms, if at all; risks related to our ability to successfully integrate and derive benefits from any technologies or businesses that we license or acquire; risks related to our projections about the potential market opportunity for our products; the risk that we or our licensors may be unable to protect or that third parties will infringe the proprietary technologies underlying our tests; the risk of patent-infringement claims or challenges to the validity of our patents; risks related to changes in intellectual property laws covering our molecular diagnostic tests and pharmaceutical and clinical services, or patents or enforcement, in the United States and foreign countries; risks of new, changing and competitive technologies and regulations in the United States and internationally; the risk that we may be unable to comply with financial operating covenants under our credit or lending agreements; the risk that we will be unable to pay, when due, amounts due under our credit or lending agreements; and risks related to the material weakness identified in our internal control over financial reporting, including the impact thereof and our remediation plan; and other factors discussed under the heading “Risk Factors” contained in Item 1A of our Transition Report on Form 10-K for the six month transition period ended December 31, 2020, which has been filed with the Securities and Exchange Commission on March 16, 2021, as well as any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. All information in this press release is as of the date of the release, and Myriad undertakes no duty to update this information unless required by law.

Media Contact: Jared Maxwell
(801) 505-5027
[email protected]
Investor Contact:  Scott Gleason
(801) 584-1143
[email protected]



Ceragon Networks Reports 2021 First Quarter Financial Results

Q1 2021 Financial Highlights:

– Revenues of $68.3 million

– Operating Income of $0.4 million on a GAAP basis, or $0.7 million on a non-GAAP basis

– EPS of $(0.01) per diluted share on a GAAP basis, or $(0.01) per diluted share on a non-GAAP basis

Q1 2021 Business Highlights:

– Strong bookings in Europe, North America, Latin America and India; book-to-bill way above 1

– Twelve 5G design wins to date, across all geographies

– Accelerated 5G evolution and OpenRAN momentum expected to drive multi-year growth

– New SoC for 5G is progressing and expected to be taped-out in July 2021

PR Newswire

LITTLE FALLS, N.J., May 3, 2021 /PRNewswire/ — Ceragon Networks Ltd. (NASDAQ: CRNT), the global innovator and leading solutions provider of 5G wireless transport, today reported its financial results for the first quarter ended March 31, 2021.


Ira Palti, President & CEO,
commented: “2021 has been off to a good start both for the telecom industry in general and for us at Ceragon specifically. The amount of data flowing around the globe has increased at an exponential rate. As Tier-1 and Tier-2 operators step up their efforts to provide enhanced 4G coverage as well as new 5G services, many of them turn to Ceragon.”

“In Q1 2021, the accelerated 5G evolution along with the growing OpenRan movement has kept Ceragon’s growing suite of innovative solutions in the spotlight. We achieved three new 5G design wins, saw very strong bookings across different regions, and were selected to participate in an OpenRan trial in TIM Brazil. Even though the industry is currently facing component shortages, which might affect our short-term deliveries, the global telecom industry is fast moving into a new era and Ceragon is well prepared to excel in it.”

“As the Company’s president & CEO for the last sixteen years, I’ve led the company from a simpler 2G world into today’s more complex OpenRan, 5G world. It’s with peace of mind and a feeling of accomplishment that I pass the keys of the CEO office to our successful former deputy CEO & CFO Doron Arazi. I’ll continue serving Ceragon as vice-chairman of the board starting July.”


Primary First Quarter 2021 Financial Results:

Revenues were $68.3 million, up 22.2% from $55.9 million in Q1 2020 and down 7.7% from $74.0 million in Q4 2020. Our revenues varied from region to region and were in line with the effect that COVID has had on local business operations and network build-out plans.

Gross profit was $20.1 million, giving us a gross margin of 29.5%, compared with a gross margin of 25.1% in Q1 2020 and 29.1% in Q4 2020. The relatively low gross margin reflects continued high supply chain costs due to the COVID-19 environment.

Operating income (loss) was $0.4 million compared with operating loss of $(6.0) million for Q1 2020 and $(1.5) million for Q4 2020.

Net loss was $(1.2) million, or $(0.01) per diluted share compared with $(6.9) million, or $(0.09) per diluted share for Q1 2020 and $(6.3) million, or $(0.08) per diluted share for Q4 2020.

Non-GAAP results were as follows: Gross margin was 29.6%, operating profit was $0.7 million, and net loss was $(0.9) million, or $(0.01) per diluted share.

Cash and cash equivalents was $33.0 million at March 31, 2021, compared to $27.1 million at December 31, 2020.

For a reconciliation of GAAP to non-GAAP results, see the attached tables.

Revenue Breakouts by Geography:


Q1 2021

India

26%

Europe

19%

North America

17%

Latin America

15%

APAC

14%

Africa

9%


Outlook

We continue to target revenue growth in 2021. Although we still expect a slow start for the first half of the year, we continue to expect yearly revenue to be between $275$295 million. Now all that said, the growing component shortage may have a negative impact on the timeliness of our Q2 and rest-of-the-year deliveries and may lead to a probable push of revenues between quarters until the shortage is resolved.


Conference Call

The Company will host a Zoom web conference today at 9:00a.m. ET to discuss the results, followed by a question and answer session for the investment community.

Investors are invited to register by clicking the following link: https://us02web.zoom.us/webinar/register/WN_ZrHJ225HTJKmGqKKHgWtTA. All relevant information will be sent upon registration.

If you are unable to join us live, a recording of the call will be available on our website at www.ceragon.com within 24 hours after the call.


About Ceragon Networks

Ceragon Networks Ltd. (NASDAQ: CRNT) is the global innovator and leading solutions provider of 5G wireless transport. We help operators and other service providers worldwide increase operational efficiency and enhance end customers’ quality of experience with innovative wireless backhaul and fronthaul solutions. Our customers include service providers, public safety organizations, government agencies and utility companies, which use our solutions to deliver 5G & 4G, mission-critical multimedia services and other applications at high reliability and speed.

Ceragon’s unique multicore technology and disaggregated approach to wireless transport provides highly reliable, fast to deploy, high-capacity wireless transport for 5G and 4G networks with minimal use of spectrum, power, real estate and labor resources. It enables increased productivity, as well as simple and quick network modernization, positioning Ceragon as a leading solutions provider for the 5G era. We deliver a range of professional services that ensure efficient network rollout and optimization to achieve the highest value for our customers. Our solutions are deployed by more than 400 service providers, as well as more than 800 private network owners, in more than 150 countries. For more information please visit: www.ceragon.com



Safe Harbor

Ceragon Networks® and FibeAir® are registered trademarks of Ceragon Networks Ltd. in the United States and other countries. CERAGON ® is a trademark of Ceragon Networks Ltd., registered in various countries. Other names mentioned are owned by their respective holders.

This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933
, as amended
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 Ceragon’s management about Ceragon’s business, financial condition, results of operations, micro and macro market trends and other issues addressed or reflected therein. Examples of forward-looking statements include: projections of demand, revenues, net income, gross margin, capital expenditures and liquidity, competitive pressures, order timing, growth prospects, product development, financial resources, cost savings and other financial and market matters. You may identify these and other forward-looking statements by the use of words such as “may”, “plans”, “anticipates”, “believes”, “estimates”, “targets”, “expects”, “intends”, “potential” or the negative of such terms, or other comparable terminology.

Although we believe that the projections reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations therefrom will not be material. Such statements involve risks and uncertainties that may cause future results to differ materially from those anticipated. These risks and uncertainties include, but are not limited to, the effects of general economic conditions, the effect of the COVID-19 crisis on the global markets and on the markets in which we operate, including the risk of a continued disruption to our and our customers’, providers’, business partners and contractors’ business and operations as a result of the COVID-19 pandemic effects and the restrictions on operations created thereby, and of an adverse effect on our and our customers’ financial performance, cash flow, revenue and financial results, available cash and financing, and our ability to bill and collect amounts due from our customers as a result therefrom; the risk of components shortage due to the global shortage in semiconductors and chipsets, which could cause delays in deliveries of our products and delays in the deployment of wireless communication networks by our customers, slowdowns and other adverse effects on our industry; the risks relating to the concentration of a significant portion of Ceragon’s expected business in certain countries and particularly in India, where a small number of customers are expected to represent a significant portion of our revenues; risks associated with any failure to meet our product development timetable; the risk that the rollout of 5G services could take longer or be performed differently than anticipated and such other risks, uncertainties and other factors that could affect our results, as further detailed in Ceragon’s most recent Annual Report on Form 20-F and in Ceragon’s other filings with the Securities and Exchange Commission.

Such forward-looking statements, including the risks, uncertainties and other factors that could affect our results, represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. Such forward-looking statements do not purport to be predictions of future events or results and there can be no assurance that it will prove to be accurate. Ceragon may elect to update these forward-looking statements at some point in the future but the company specifically disclaims any obligation to do so except as may be required by law.

Ceragon’s public filings are available on the Securities and Exchange Commission’s website at www.sec.gov and may also be obtained from Ceragon’s website at

www.ceragon.com

.


Investor & Media Contact:


Maya Lustig

Ceragon Networks
Tel. +972-54-677-8100
[email protected]

 

 

 

– Tables Follow –

 

 

 


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(U.S. dollars in thousands, except share and per share data)


(Unaudited)


Three months ended



March 31,


2021


2020

Revenues

$     68,270

$     55,871

Cost of revenues

48,124

41,861

Gross profit

20,146

14,010

Operating expenses:

Research and development, net

7,410

7,290

Selling and marketing

8,290

8,273

General and administrative

4,093

4,456


Total operating expenses

 

$     19,793

$     20,019

Operating income (loss)

353

(6,009)

Financial expenses and others, net

1,051

308

Loss before taxes

(698)

(6,317)

Taxes on income

475

380

Equity loss in affiliates

183

Net loss

$     (1,173)

$     (6,880)

Basic net loss per share

 

$       (0.01)

$       (0.09)

Diluted net loss per share

 

$        (0.01)

 

$        (0.09)



Weighted average number of shares used in computing
basic net loss per share

82,583,760

80,764,932

Weighted average number of shares used in computing
diluted net loss per share

 

82,583,760

 

 

80,764,932

 

CONDENSED CONSOLIDATED BALANCE SHEETS


(U.S. dollars in thousands)


(Unaudited)


March 31,



2021


December 31,



2020

ASSETS


Unaudited


Audited

CURRENT ASSETS:

Cash and cash equivalents

$           33,011

$           27,101

Trade receivables, net

106,712

107,388

Other accounts receivable and prepaid expenses

13,202

14,755

Inventories

48,542

50,627


Total current assets

201,467

199,871

NON-CURRENT ASSETS:

    Deferred tax assets

8,269

8,279

   Severance pay and pension fund

5,899

6,059

   Property and equipment, net

31,063

31,748

   Operating lease right-of-use assets

23,701

6,780

   Intangible assets, net

6,018

6,117

    Other non-current assets

14,681

13,565


Total non-current assets

89,631

72,548


Total assets

$         291,098

$         272,419

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Trade payables

$        61,813

$        63,722

Deferred revenues

3,489

3,492

Short-term loans

11,979

5,979

Operating lease liabilities

4,752

3,183

Other accounts payable and accrued expenses

20,480

24,048


Total current liabilities

102,513

100,424

LONG-TERM LIABILITIES:

Accrued severance pay and pension

11,238

11,601

Deferred revenues

9,035

7,495

Operating lease liabilities

19,006

3,840

Other long-term payables

2,909

2,933


Total long-term liabilities

42,188

25,869

SHAREHOLDERS’ EQUITY:

Share capital:


    Ordinary shares

223

218

Additional paid-in capital

424,993

420,958

Treasury shares at cost

(20,091)

(20,091)

Other comprehensive loss

(10,664)

(8,068)

Accumulated deficits

(248,064)

(246,891)


Total shareholders’ equity

146,397

146,126


Total liabilities and shareholders’ equity

$       291,098

$        272,419

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars, in thousands)


(Unaudited)


Three months ended


March 31,


2021


2020


Cash flow from operating activities:

Net loss

$     (1,173)

$    (6,880)

Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:

Depreciation and amortization

2,886

2,704

Gain from sale of property and equipment, net

(128)

Stock-based compensation expense

351

426

Decrease in accrued severance pay and pensions, net

(203)

(443)

Decrease in trade receivables, net

413

12,586

Increase in other accounts receivable and prepaid expenses (including
other long term assets)

(1,092)

(2,074)

Decrease in operating lease right-of-use assets

1,269

 

1,356

Decrease in inventory, net of write off

1,718

1,997

Decrease (increase) in deferred tax asset, net

10

(24)

Decrease in trade payables

(2,131)

(4,440)

Decrease in other accounts payable and accrued expenses (including
other long term liabilities)

(3,656)

(1,883)

Decrease in operating lease liability

(1,455)

(1,807)

Increase in deferred revenues

1,537

1,609


Net cash provided by (used in) operating activities


$     (1,654)


$        3,127

 

 


Cash flow from investing activities:

Purchase of property and equipment, net

(2,203)

(959)

Proceeds from sale of property and equipment, net

200

Purchase of intangible assets, net

(243)


Net cash used in investing activities


$       (2,003)


$      (1,202)


Cash flow from financing activities:

Proceeds from exercise of options

3,689

246

Proceeds from bank credits and loans, net

6,000

18,255


Net cash
provided by 
financing activities


$        9,689


$      18,501


Translation adjustments on cash and cash equivalents


$          (122)


$          (245)


Increase in cash and cash equivalents


$         5,910


$       20,181

Cash and cash equivalents at the beginning of the period

27,101

23,939


Cash and cash equivalents at the end of the period


$       33,011


$       44,120

 

 


RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS


(U.S. dollars in thousands)


(Unaudited)


Three months ended


March 31,


2021


2020

GAAP cost of revenues

$

48,124

$

41,861

Stock based compensation expenses

(36)

(27)

Changes in indirect tax positions

(1)

(1)

Non-GAAP cost of revenues

$

48,087

$

41,833

GAAP gross profit

$

20,146

$

14,010

Stock based compensation expenses

36

27

Changes in indirect tax positions

1

1

Non-GAAP gross profit

$

20,183

$

14,038

GAAP Research and development expenses

$

7,410

$

7,290

Stock based compensation expenses

(52)

(89)

Non-GAAP Research and development expenses

$

7,358

$

7,201

 

GAAP Sales and Marketing expenses

$

8,290

$

8,273

Stock based compensation expenses

(104)

(100)

Non-GAAP Sales and Marketing expenses

$

8,186

$

8,173

GAAP General and Administrative expenses

$

4,093

$

4,456

Stock based compensation expenses

(159)

(210)

Non-GAAP General and Administrative expenses

$

3,934

$

4,246

 

GAAP operating income (loss)

$

353

$

(6,009)

Stock based compensation expenses

351

426

Changes in indirect tax positions

1

1

Non-GAAP operating income (loss)

$

705

$

(5,582)

 

GAAP financial expenses and others, net

$

1,051

$

308

Leases – financial income

186

450

Non-GAAP financial expenses and others, net

$

1,237

$

758

GAAP Tax expenses

$

475

$

380

Non cash tax adjustments

(128)

(15)

Non-GAAP Tax expenses

$

347

$

365

GAAP equity loss in affiliates

$

$

183

Other non-cash adjustments

(183)

Non-GAAP equity loss in affiliates

$

$

 

 


RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS


(U.S. dollars in thousands, except share and per share data)


(Unaudited)


  Three months ended


 March 31,


2021


2020

GAAP net loss

$

(1,173)

$

(6,880)

   Stock based compensation   

   Expenses

351

426

   Changes in indirect tax positions

1

1

   Leases – financial income

(186)

(450)

   Non-cash tax adjustments

128

15

   Other non-cash adjustment

183

 

Non-GAAP net loss 

$

(879)

$

(6,705)

 

GAAP basic net loss per share

$

(0.01)

$

(0.09)

 

GAAP diluted net loss per share

$

(0.01)

$

(0.09)

 

Non-GAAP diluted net loss per share

$

(0.01)

$

(0.08)

 

Weighted average number of shares used in
computing GAAP basic net loss per share

82,583,760

80,764,932

 

Weighted average number of shares used in
computing GAAP diluted net loss per share

82,583,760

80,764,932

 

Weighted average number of shares used in
computing Non-GAAP diluted net loss per share

82,583,760

80,764,932

 

Cision View original content:http://www.prnewswire.com/news-releases/ceragon-networks-reports-2021-first-quarter-financial-results-301282032.html

SOURCE Ceragon Networks Ltd

ZIM Integrated Shipping Services Ltd: NYSE Rule 203.01 Annual Financial Report Announcement

PR Newswire

HAIFA, Israel, May 3, 2021 /PRNewswire/ — Pursuant to Rule 203.01 of the New York Stock Exchange Manual, ZIM Integrated Shipping Services Ltd. (NYSE: ZIM) hereby announces to holders of its ordinary shares that its Annual Report on Form 20-F for 2020 (including its full year 2020 audited financial statements), which was filed with the U.S. Securities and Exchange Commission on March 22, 2021, is available in the investor relations section of its website (link here).

ZIM Logo

Hard copies of the 2020 Annual Report will be provided free of charge, upon request, as follows:

ZIM Integrated Shipping Services Ltd. 
9 Andrei Sakharov Street  
P.O. Box 15067
Matam, Haifa 3190500, Israel 
Attn: Head of Investor Relations, Finance Function

Email:
[email protected]

Tel:
+972-4-865-2000 (General)
+972-4-865-2300 (Direct)

Website:
www.zim.com

About ZIM:

ZIM Integrated Shipping Services Ltd. (NYSE: ZIM) (“ZIM”) is a global, asset-light container liner shipping company with a leadership position in the markets in which it operates. Founded in Israel in 1945, ZIM is one of the oldest shipping liners, with over 75 years of experience, providing customers with innovative seaborne transportation and logistics services, with a reputation for industry-leading transit times, schedule reliability and service excellence. 

 

Cision View original content:http://www.prnewswire.com/news-releases/zim-integrated-shipping-services-ltd-nyse-rule-203-01-annual-financial-report-announcement-301282006.html

SOURCE Zim Integrated Shipping Services Ltd.

WELL’s Clinical Business Unit Expands Corporate and Executive Health Services with Completion of ExecHealth Acquisition

PR Newswire

  • ExecHealth, a provider of primary care and executive health services in the Ottawa region, is WELL’s first acquisition of clinical assets in the Province of Ontario.
  • For the 12 months ended February 28, 2021, ExecHealth had unaudited revenues of approximately $3M, of which greater than two-thirds is considered recurring membership revenue with EBITDA(1) Margins exceeding 50%.
  • ExecHealth is expected to be a highly accretive acquisition and has organically grown both its revenues and EBITDA at growth rates of over 20% over the past three years.
  • ExecHealth represents WELL Health Clinic Network’s continued expansion into the premium margin corporate and executive health services market.

VANCOUVER, BC, May 3, 2021 /PRNewswire/ – WELL Health Technologies Corp. (TSXV: WELL) (the “Company” or “WELL“), a company focused on consolidating and modernizing clinical and digital assets within the primary healthcare sector, is pleased to announce it has completed its previously announced acquisition (the “Transaction“) of ExecHealth Inc. (“Exechealth“). ExecHealth is an omni-channel healthcare provider located in Ottawa, Ontario, specializing in corporate and executive health, primary care and integrated health services.

“We are pleased to welcome the talented ExecHealth team to WELL and expand our network into Ontario.  They are an excellent complement to our network given their strong embrace of technology and the fact that they are delivering more than half of their visits via telehealth,” said Dr. Michael Frankel, WELL’s Chief Medical Officer.  “ExecHealth has an excellent record in providing outstanding patient care.  We are very excited about adding them to our growing network as this acquisition represents an additional milestone in the execution of our plans to further grow our presence in the premium margin corporate and executive health segment.  We are intent on continuing to establish our technology enabled clinical group across the country.”

Since 2005, ExecHealth has provided medical care to professionals and families, including executives, diplomats and other professionals in the Ottawa region.  In addition to providing primary care services, ExecHealth provides corporations and other organizations with executive health, employee wellness, pre-employment and periodic medical exams as well as other integrative services such as physiotherapy and counselling services.  

For the 12 months ended February 28, 2021, ExecHealth had unaudited revenues of approximately $3M with EBITDA(1) Margin greater than 50%.  ExecHealth is a high growth operation that has organically grown both its revenues and EBITDA at growth rates of over 20% over the past three years.  ExecHealth has over 1,000 clients and greater than two-thirds of its revenues are attributable to recurring membership fees.  As a result of the COVID pandemic, over half of ExecHealth’s patient visits are currently delivered via telehealth vs. in-person consultations.

Transaction Details:

The Transaction was completed pursuant to a share purchase agreement dated April 7, 2021 (the “Share Purchase Agreement“) with the shareholders of ExecHealth Inc. (“ExecHealth“).  WELL paid a purchase price of approximately $12,625,500 to complete the Transaction, consisting of: (i) $6,523,175 in cash, subject to customary post-closing adjustments and holdbacks; (ii) $4,208,500 was satisfied through the issuance of 561,822 WELL common shares issued at the 5 day volume weight average trading price prior to the announcement of the Transaction; and (iii) up to $1,893,825 of which is payable as a multi-year performance based earn-out that, if payable, can be satisfied in cash or WELL common shares at the election of WELL.

Footnotes:

1.

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and EBITDA Margin are each Non-GAAP measures. EBITDA should not be construed as alternatives to net income/loss determined in accordance with International Financial Reporting Standards (“IFRS”). EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. For EBITDA reconciliation to Net income, please refer to the Company’s most recent Management Discussion and Analysis on Sedar.com. EBITDA Margin is EBITDA as a percentage of total revenue.

WELL HEALTH TECHNOLOGIES CORP.

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

About WELL Health Technologies Corp.

WELL is an omni-channel digital health company whose overarching objective is to empower doctors to provide the best and most advanced care possible while leveraging the latest trends in digital health.  As such, WELL owns and operates primary and executive healthcare clinics in both Canada and the US, operates a multi-national digital Electronic Medical Records (EMR) business serving thousands of healthcare clinics and health systems of all sizes, operates a multi-national portfolio of telehealth services which includes one of the largest telehealth service providers in Canada.  WELL is also a provider of digital health, billing and cybersecurity related technology solutions.  WELL’s wholly owned subsidiary CRH Medical is a leading provider of anesthesia services and the patented O’Regan hemorrhoid banding product to gastrointestinal focused clinics. WELL is an acquisitive company that follows a disciplined and accretive capital allocation strategy.  WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL”.   To access the Company’s telehealth service, visit: tiahealth.com, and for corporate information, visit: www.well.company.

Forward-Looking Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature including: the Company’s expansion plans and the expected impact of the acquisition on the Company.  Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “would”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or the negative thereof or similar variations. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking statements, including: business disruption risks relating to COVID-19; regulatory risks, including those related to healthcare, privacy and data security; integration risks relating to the acquired business on a post-closing basis or the ability of the Company to realize on any expected benefits of the Transaction; and other risks outlined in the Company’s publicly filed documents available on SEDAR.  Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking statements are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.  Except as required by law, the Company does not intend to update these forward-looking statements.

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SOURCE WELL Health Technologies Corp.

Manulife cautions investors regarding Obatan LLC offers for shares

PR Newswire

C$ unless otherwise stated                                            TSX/NYSE/PSE: MFC     SEHK: 945

TORONTO, May 3, 2021 /PRNewswire/ – Manulife has been notified of two unsolicited mini-tender offers made by Obatan LLC (Obatan) to purchase Manulife common shares.

Manulife is in no way associated with Obatan and does not recommend or endorse acceptance of these unsolicited offers.

The first offer, being made to residents of the United States (the “U.S. Offer”), is to purchase up to 500,000 Manulife common shares, or approximately 0.026% of the common shares outstanding, at a price of USD$13.00 per share. The second offer, being made to residents of Canada (the “Canadian Offer”), is to purchase up to 100,000 Manulife common shares, or approximately 0.005% of the common shares outstanding, at a price of C$16.50 per share.

Manulife cautions shareholders that the mini-tender offers have been made at prices below the current market price for Manulife shares.

The U.S. Offer represents a discount of 39.88% and 39.79%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on April 19, 2021, the last trading day before the mini-tender offers were commenced, and a discount of 40.50% and 40.50%, respectively, below the closing prices on the TSX and NYSE on April 30, 2021.

The Canadian Offer represents a discount of 39.05% and 38.95%, respectively, below the closing prices of Manulife common shares on the TSX and NYSE on April 19, 2021, the last trading day before the mini-tender offers were commenced, and a discount of 38.52% and 38.53%, respectively, below the closing prices on the TSX and NYSE on April 30, 2021.

Mini-tender offers are designed to seek less than 5% of a company’s outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that “bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

According to Obatan’s offer documents, Manulife shareholders who have already tendered their shares can withdraw their shares at any time before 8:00 P.M. New York City Time on June 2, 2021 by following the procedures described in the offer documents.

Shareholders should carefully review the Obatan offer documents and current market price for Manulife shares, and consult their investment advisors regarding any offer they may receive and review with their advisors all options for their investment in Manulife shares.

Manulife has stock transfer agents providing shareholder services in Canada, the United States, Hong Kong and the Philippines. These local agents provide services directly to our registered shareholders and can provide information on share account management, direct deposit of dividends, dividend reinvestment and share purchase plans. Please email [email protected] for more information.

Manulife requests that a copy of this news release be included in any distribution of materials relating to Obatan’s mini-tender offers for Manulife common shares.

About Manulife

Manulife Financial Corporation is a leading international financial services group that helps people make their decisions easier and lives better. With our global headquarters in Toronto, Canada, we operate as Manulife across our offices in Canada, Asia, and Europe, and primarily as John Hancock in the United States. We provide financial advice, insurance, and wealth and asset management solutions for individuals, groups and institutions. At the end of 2020, we had more than 37,000 employees, over 118,000 agents, and thousands of distribution partners, serving over 30 million customers. As of December 31, 2020, we had $1.3 trillion (US$1.0 trillion) in assets under management and administration, and in the previous 12 months we made $31.6 billion in payments to our customers. Our principal operations are in Asia, Canada and the United States where we have served customers for more than 155 years. We trade as ‘MFC’ on the Toronto, New York, and the Philippine stock exchanges and under ‘945’ in Hong Kong.

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SOURCE Manulife Financial Corporation

LiveXLive Appoints Nike Vice President, Kris Wright, to its Board of Directors

PR Newswire

LOS ANGELES, May 3, 2021 /PRNewswire/ — LiveXLive Media (Nasdaq: LIVX) (“LiveXLive”), a global platform for livestream and on-demand audio, video and podcast/vodcast content in music, comedy and pop culture, and owner of PodcastOne, Slacker Radio, React Presents and Custom Personalization Solutions, announced today that Kris Wright has been appointed to LiveXLive’s Board of Directors. The appointment brings the total number of LiveXLive board members to nine.

Mr. Wright, 45, is a senior leader in the Consumer Products Industry with more than 20 years of innovative, growth oriented, results-driven leadership experience. He has spent the past 10 years at Nike and is currently Vice President of Nike Global Men’s Footwear Lifestyle Product. Prior to joining Nike, Wright held senior management roles at Converse, Jordan, and Reebok. In October 2020, Kris was recognized by Business Insider as one of 28 Outstanding People of Color in the Sneaker Industry. Additionally, Kris is an appointed member of the Executive Leadership Council, a national organization of Black CEOs and senior executives in Fortune 1000 and Global 500 companies. He also serves on the Advisory Board of Directors for the Southwestern Athletic Conference (SWAC).

Robert Ellin, LiveXLive’s Chairman and CEO, commented, “We are incredibly excited and honored to have Kris join the LiveXLive Board. We look forward to leveraging his broad experience and expertise in global marketing and branding of consumer facing products. I speak for our entire board in welcoming Kris to LiveXLive.”

Kris Wright commented, “I’m beyond excited to join the LiveXLive family as a member of their Board of Directors. It’s a blessing to have spent my 20+ years leveraging my passion for sport, music and culture in the consumer product goods industry and to be tapped to join my first public board where I’m able to harness the same passions to add value to LiveXLive Enterprise.”

LiveXLive has the first talent-centric platform focused on superfans and building long-term franchises in on-demand audio and video, podcasting, vodcasting, OTT linear channels, pay-per-view (“PPV”), and livestreaming. Its model includes multiple monetization paths including subscription, advertising, sponsorship, merchandise sales, licensing, and ticketing. LiveXLive recently raised revenue guidance for its 2021 fiscal year based on strength in its core businesses.


About LiveXLive Media, Inc.

Headquartered in Los Angeles, California, LiveXLive Media, Inc. (NASDAQ: LIVX) (the “Company”) (pronounced Live “by” Live) is a global platform for livestream and on-demand audio, video and podcast content in music, comedy, and pop culture. LiveXLive, which has streamed over 1,800 artists since January 2020, has become a go-to partner for the world’s top artists and celebrity voices as well as music festivals concerts, including Rock in Rio, EDC Las Vegas, and many others. In April 2020, LiveXLive produced its first 48-hour music festival called “Music Lives” with tremendous success as it earned over 50 million views and over 5 billion views for #musiclives on TikTok on 100+ performances. LiveXLive’s library of global events, video-audio podcasts and original shows are also available on Amazon, Apple TV, Roku and Samsung TVs in addition to its own app, destination site and social channels. The Company’s wholly-owned subsidiary, PodcastOne, generates more than 2.25 billion downloads per year with 400+ episodes distributed per week across a stable of hundreds of top podcasts. For more information, visit www.livexlive.com and follow us on Facebook, Instagram, TikTok, Twitter at @livexlive, and YouTube.


Forward-Looking Statements

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


Press Contact:

LiveXLive:
[email protected]
917.842.9653

The Rose Group
[email protected]
424-645-4620

LiveXLive IR Contact:
310.601.2505
[email protected]

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SOURCE LiveXLive Media, Inc.

Future Fintech Attends Blockchain and Digital Industry Development Conference

PR Newswire

NEW YORK, May 3, 2021 /PRNewswire/ — Future FinTech Group Inc. (NASDAQ: FTFT) (“hereinafter referred to as “Future FinTech”, “FTFT” or “the Company”), a leading blockchain-based e-commerce business and a fintech service provider, announced today that on April 28, 2021, Mr. Lei Peng, General Manager of Future Supply Chain Co., Ltd., a wholly-owned subsidiary of Future FinTech, attended the ‘2021 Chengdu Blockchain + Digital Cultural Creative Industry Development Conference held in the Pidu District of Chengdu, China.

At the conference, Mr. Peng provided a commitment to the Chengdu municipal government on the Company’s behalf to establish two wholly-owned subsidiaries in Chengdu city: Future Big Data (Chengdu) Co., Ltd., an enterprise to focus on blockchain big data and the development of a high-speed computing center, and Future Supply Chain (Chengdu) Co., Ltd., an entity to further advance the supply chain financial technology sector.

The conference covered such topics as Blockchain and Digital Cultural Innovation, Intellectual Property Rights Protection, and Blockchain Transactions and Circulation. In addition, ten blockchain enterprises, including the Company, jointly established the Chengdu Urban Blockchain Industry Alliance to promote the following:

  • The establishment of a film and television blockchain talent center,
  • A blockchain core technology R&D center,
  • A blockchain innovation and applied research center
  • A blockchain industry incubation center.

The conference was attended by industry elites, academicians, experts in the blockchain field, state ministries and municipal government officials.

Shanchun Huang, CEO of Future Fintech, commented, “We are in agreement with the conference’s viewpoint and also believe that the increasing evolution of blockchain technology will continue to be applied in many sectors including finance, culture, entertainment, media and intellectual property. This provides us with an excellent opportunity to help to transform and upgrade industries in China. Consequently, we will continue to invest in blockchain technology and big data with the dual goal of making a deep impact on society as well as to maximize returns for our shareholders.”

About Future FinTech Group Inc.

Future FinTech Group Inc. (“Future FinTech”, “FTFT” or the “Company”) is a leading blockchain e-commerce company and a service provider for financial technology incorporated in Florida. The Company’s operations include a blockchain-based online shopping mall platform, Chain Cloud Mall (“CCM”), a cross-border e-commerce platform (NONOGIRL), an incubator for blockchain based application projects and financial services for the supply chain industry. The Company is also engaged in the development of blockchain based e-Commerce technology as well as financial technology. For more information, please visit http://ftft.com/.


Safe Harbor Statement

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2020 and our other reports and filings with SEC. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at 
http://www.sec.gov
. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

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SOURCE Future FinTech Group Inc.

Compugen to Release First Quarter 2021 Results on Thursday, May 13, 2021

PR Newswire

HOLON, Israel, May 3, 2021 /PRNewswire/ — Compugen Ltd. (Nasdaq: CGEN), a clinical-stage cancer immunotherapy company and a leader in predictive target discovery, announced today that the Company will release its first quarter 2021 financial results on Thursday, May 13, 2021 before the U.S. financial markets open. Management will host a conference call and webcast to review the results and provide a corporate update at 8:30 AM ET.

To access the live conference call by telephone, please dial 1-866-744-5399 from the U.S.,
or +972-3-918-0644 internationally. The call will also be available via live webcast through Compugen’s website, located at the following link. Following the live audio webcast, a replay will be available on the Company’s website.

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.  

Investor Relations contact:

John Mullaly

Managing Director
LifeSci Advisors, LLC
Email: [email protected]    
Tel: +1 (617) 429-3548

 

 

 

 

 

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SOURCE Compugen Ltd.

Roivant Sciences and Montes Archimedes Acquisition Corp. (MAAC) to Combine and Create Publicly Traded Leader in Biopharma and Health Technology

– Transaction includes $411 million in trust at MAAC and a concurrent, fully committed $200 million PIPE financing from leading healthcare investors including Fidelity Management & Research Company LLC, Eventide Asset Management, Suvretta Capital, RTW Investments, LP, Viking Global Investors, and SB Management, a subsidiary of SoftBank Group Corp., as well as strategic investors including Sumitomo Dainippon Pharma and Palantir Technologies

– Pro forma net cash position of up to $2.3 billion following transaction will enable strategic pipeline expansion through internal drug discovery and in-licensing, continued development of wholly-owned drugs, and commercialization

– Following the completion of the business combination, which is anticipated in 3Q 2021, shares in Roivant are expected to trade on Nasdaq under the ticker symbol “ROIV”

PR Newswire

NEW YORK, MENLO PARK, Calif., LONDON, and BASEL, Switzerland, May 3, 2021 /PRNewswire/ — Roivant Sciences, a biopharmaceutical and healthcare technology company, and Montes Archimedes Acquisition Corp. (Nasdaq: MAAC), a special purpose acquisition company sponsored by Patient Square Capital, today announced that they have entered into a definitive business combination agreement. Upon closing of the transaction, outstanding shares and warrants of MAAC will be exchanged for newly issued shares and warrants of Roivant Sciences, which is expected to be listed on Nasdaq under the new ticker symbol “ROIV.”

The transaction is expected to deliver up to $611 million of gross proceeds to fund discovery and development programs. This includes up to $411 million currently held in MAAC’s trust account, as well as a concurrent $200 million common stock private investment in public equity (“PIPE”) priced at $10.00 per share. New institutional and strategic investors and existing Roivant shareholders have committed to participate in the PIPE, including Fidelity Management & Research Company LLC, Eventide Asset Management, Suvretta Capital, Palantir Technologies, RTW Investments, LP, Viking Global Investors, Sumitomo Dainippon Pharma, and SB Management, a subsidiary of SoftBank Group Corp. Proceeds are expected to extend the company’s operating runway through mid-2024.

Patient Square Capital and key Roivant equity holders and management have agreed to long-term lockups, with at least 50% of their holdings locked up for three years. In addition, Patient Square Capital has agreed to convert an additional 30% of its shares of MAAC to earn-out shares subject to performance vesting thresholds: 20% of its shares will vest at $15.00 per share and 10% will vest at $20.00 per share for 20 of 30 trading days within five years of closing.

Jim Momtazee, Managing Partner of Patient Square Capital, will join Roivant’s board of directors. Prior to founding Patient Square Capital, Mr. Momtazee was a 21-year veteran of KKR where he helped form its health care investment team 20 years ago and ran that team for over a decade.

“Roivant is at the cutting edge of using technology to discover and develop transformative medicines for a wide range of serious diseases, and in a very short time they have established a remarkable track record of building subsidiaries that have run successful registrational clinical trials for approved medicines,” said Mr. Momtazee. “I first met the company in 2015 and have watched its growth over the last 6 years with admiration. Based on our extensive due diligence spanning the last 5 months, I look forward to a long-lasting partnership with one of the most exciting and innovative companies in the life sciences industry.”

Roivant will continue to operate under its current management team led by Chief Executive Officer Matthew Gline. Roivant founder Vivek Ramaswamy will continue to serve as Executive Chairman.

“I look forward to the next chapter of Roivant’s growth by beginning our life as a public company with an exceptionally strong and diverse base of long-term investors,” said Mr. Gline. “We look forward to continuing to deliver important medicines to patients through our development engine and our rapidly growing drug discovery capabilities spanning multiple therapeutic areas and modalities.”

The boards of directors of both Roivant and MAAC have unanimously approved the proposed transaction. Completion of the transaction, which is expected in the third quarter of 2021, is subject to approval of MAAC shareholders and the satisfaction or waiver of certain other customary closing conditions. A link to investor presentation materials is included below.

Roivant Sciences Overview
Since its founding in 2014, Roivant has put over 40 medicines into development across a wide range of disease areas. Companies built by Roivant have conducted eight consecutive positive Phase 3 studies with two FDA approvals to date. Roivant is also a leader in computational drug discovery through its combination of computational physics and machine learning-based platforms for the in silico design of small molecules. Roivant has over 800 employees across its family of companies today.

Transaction Overview
In this all-primary transaction, current holders of Roivant shares and equity awards will maintain their existing equity interests in Roivant. Current shareholders and warrant holders of MAAC will convert their shares and warrants of MAAC into common shares and warrants of Roivant on a one-for-one basis. Assuming a share price of $10.00 per share and no redemptions of MAAC shares, Roivant is expected to have an initial market capitalization of $7.3 billion inclusive of its pro forma net cash balance of approximately $2.3 billion.

Assuming no redemptions of MAAC shares, current shareholders of Roivant will own approximately 92% of Roivant immediately post-closing (including shares issued in connection with Roivant’s recent acquisition of Silicon Therapeutics and existing Roivant shareholder participation in the PIPE).

The closing of this transaction is expected in the third quarter of 2021 and is subject to the approval of MAAC’s shareholders and the satisfaction or waiver of certain other customary closing conditions.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed today by MAAC with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors
J.P. Morgan Securities LLC is serving as a financial advisor and capital markets advisor to Roivant and as a lead placement agent for the PIPE. SVB Leerink LLC is serving as a capital markets advisor to Roivant and as a lead placement agent for the PIPE. Goldman Sachs & Co. LLC is serving as a financial advisor to Roivant. Cowen and Company, LLC is serving as a financial advisor and capital markets advisor to Roivant. Citigroup Global Markets Inc. is serving as a placement agent for the PIPE. Truist Securities, Inc. is serving as a capital markets advisor to Roivant and as a placement agent for the PIPE. Davis Polk & Wardwell LLP is acting as legal counsel to Roivant. Kirkland & Ellis LLP is acting as legal counsel to MAAC.

Presentation Details
A recording of investor presentation materials is available on NetRoadshow:
NetRoadshow Login Details
URL: https://www.netroadshow.com
Entry Code: Rhine333
Direct Link: www.netroadshow.com/nrs/home/#!/?show=0543dd2c

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

About Patient Square Capital
Patient Square Capital is a dedicated health care investment firm that partners with best-in-class management teams whose products, services and technologies improve health. We utilize our deep industry expertise, our broad network of relationships and a true partnership approach to make investments in companies that will grow and thrive. Patient Square is purpose-built by a team of industry-leading executives, differentiated by the depth of our focus in health care, the breadth of our health care investing experience, and the network we can activate to drive differentiated outcomes. Most importantly, patients are squarely at the center of all that we do. For more information visit www.patientsquarecapital.com.

About Montes Archimedes Acquisition Corp.
Montes Archimedes Acquisition Corp. (MAAC) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the healthcare industry. MAAC is sponsored by Patient Square Capital. For more information, please visit www.montesarchimedesacquisitioncorp.com.

Important Information and Where to Find It
In connection with the proposed transaction, Roivant will file a registration statement on Form S-4 with the SEC that will include a prospectus with respect to Roivant’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the stockholder meeting of MAAC to vote on the proposed transaction. Stockholders of MAAC and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Roivant, MAAC and the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of MAAC as of a record date to be established for voting on the proposed business combination. Once available, stockholders of MAAC will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Avenue, Suite 130, Menlo Park, California. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation
MAAC, Roivant and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this press release under the rules of the SEC. Information about the directors and executive officers of MAAC and their ownership is set forth in MAAC’s filings with the SEC, including its Form 10-K for the year ended December 31, 2020 and subsequent filings, including on Form 10-Q and Form 4, all of which are or will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to Montes Archimedes Acquisition Corp., 724 Oak Grove Avenue, Suite 130, Menlo Park, California. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the MAAC stockholders in connection with the potential transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of MAAC or Roivant, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed business combination, are also forward-looking statements.  These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although each of MAAC and Roivant believes that it has a reasonable basis for each forward-looking statement contained in this press release, each of MAAC and Roivant caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the proposed business combination, which is expected to be filed by Roivant with the SEC and other documents filed by MAAC or Roivant from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither MAAC nor Roivant can assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from MAAC’s stockholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by MAAC’s public stockholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings, and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form S-4 to be filed by Roivant with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of MAAC and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by MAAC, Roivant, their respective directors, officers or employees or any other person that MAAC and Roivant will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views of MAAC and Roivant as of the date of this press release. Subsequent events and developments may cause that view to change. However, while MAAC and Roivant may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of MAAC or Roivant as of any date subsequent to the date of this press release.

Contacts:

Investors
Roivant Investor Relations
[email protected]

Media

Zach Kouwe/Doug Allen
Dukas Linden Public Relations
(646) 808-3665
[email protected]; [email protected]

Paul Davis

Roivant Sciences
[email protected]

Cision View original content:http://www.prnewswire.com/news-releases/roivant-sciences-and-montes-archimedes-acquisition-corp-maac-to-combine-and-create-publicly-traded-leader-in-biopharma-and-health-technology-301281816.html

SOURCE Montes Archimedes Acquisition Corp.

Lantern Pharma and Actuate Therapeutics Announce Research & Development Collaboration Leveraging Lantern’s Artificial Intelligence Platform

– Collaboration Will Leverage Lantern’s RADR® A.I. Platform to Accelerate Development of Actuate’s Drug Candidate, 9-ING-41

– Actuate’s 9-ING-41 is a Best-In-Class Drug Candidate for Cancer & Fibrotic Diseases

– Lantern Will Receive Equity Based on Meeting Development Milestones & May Receive Additional Equity Based on Use of Findings in Future Development

PR Newswire

DALLAS, May 3, 2021 /PRNewswire/ — Lantern Pharma (NASDAQ: LTRN), a clinical stage biopharmaceutical company using its proprietary RADR® artificial intelligence (“A.I.”) platform to transform the cost, pace, and timeline of oncology drug discovery and development, announced today that it has entered into a research and development collaboration with Actuate Therapeutics. The collaboration will focus on leveraging the RADR® machine learning technology, large-scale oncology datasets, and the A.I. platform to accelerate key aspects of Actuate’s 9-ING-41 drug candidate, a best-in-class GSK-3β inhibitor in active development in multiple Phase 2 clinical trials, including for pancreatic cancer. The collaboration is expected to start immediately and will potentially generate novel intellectual property that will be jointly owned by the companies.


Daniel Schmitt
, President and Chief Executive Officer of Actuate Therapeutics, commented, “Accelerating the development of 9-ING-41 by leveraging the latest techniques in machine learning and genomics has the potential to aid in bringing our life altering therapies to patients faster and with a greater degree of precision. We are committed to leveraging the latest advances in biomarker driven medicine and technology to advance our drug candidates in the most promising sub-types of cancer and in patients who may have the highest likelihood to benefit from our therapy.” In a study published on February 23, 2021 in the journal Cancer Medicine, Dr. Jayson Parker from the University of Toronto and his co-authors provided systematic statistical evidence that biomarkers when used in patient stratification and monitoring in oncology clinical trials improve the likelihood of drug regulatory approvals by a factor of five. 

Lantern Pharma recently announced that the RADR® platform had surpassed 4.6 billion datapoints and had advanced certain aspects of automation and machine learning as a result of the latest development campaign. The latest development campaign was aimed at improving the predictive power of the biomarker signatures created by RADR® and the ability to potentially impact drug development in a broader range of solid tumor subtypes. Lantern expects that RADR® will surpass 10 billion curated and tagged oncology datapoints over the next 12 months, which has the potential to make the platform even more useful across a broader range of cancer development and drug development or rescue programs.


Panna Sharma
, CEO and President of Lantern Pharma, stated, “Companies like Actuate that are adopting methods that are at the forefront of this new era of data and A.I. guided drug development have the potential to conduct future clinical trials with biomarker signatures that have been generated at a fraction of the cost of traditional techniques. Using highly scalable machine-learning methods to guide drug development can potentially yield new biological insights, while also increasing response rates and improving outcomes in clinical trials.”

Under the terms of the collaboration, Lantern Pharma will receive upfront equity in Actuate Therapeutics subject to meeting certain conditions of the collaboration, as well as development milestones in the form of additional equity if results from the collaboration are utilized in future development efforts. No further financial details were disclosed.

Contact

Marek Ciszewski, J.D.
Director, Investor Relations
628-777-3167
[email protected]

About Actuate Therapeutics

Actuate Therapeutics, Inc. is a clinical stage pharmaceutical company focused on the development and commercialization of novel therapeutics for cancers and inflammatory diseases. For additional information, please visit the company’s website at http://www.actuatetherapeutics.com.  

About Lantern Pharma

Lantern Pharma (Nasdaq: LTRN) is a clinical-stage oncology-focused biopharmaceutical company leveraging its proprietary RADR® A.I. platform and machine learning to discover biomarker signatures that identify patients most likely to respond to its pipeline of genomically-targeted therapeutics. Lantern is currently developing four drug candidates and an ADC program across seven disclosed tumor targets, including two phase 2 programs. By targeting drugs to patients whose genomic profile identifies them as having the highest probability of benefiting from the drug, Lantern’s approach represents the potential to deliver best-in-class outcomes. More information is available at: www.lanternpharma.com and Twitter @lanternpharma.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among other things, statements relating to: future events or our future financial performance; our strategic plans to advance our collaboration with Actuate Therapeutics; the potential advantages of our RADR® platform in identifying drug candidates and patient populations that are likely to respond to a drug candidate; the utilization of our RADR® platform to streamline the drug development process; and our intention to leverage artificial intelligence, machine learning and genomic data to streamline and transform the pace, risk and cost of oncology drug discovery and development and to identify patient populations that would likely respond to a drug candidate. Any statements that are not statements of historical fact (including, without limitation, statements that use words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “objective'” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions) should be considered forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated by the forward-looking statements, such as (i) the impact of the COVID-19 pandemic, (ii) the risk that our collaboration with Actuate Therapeutics may not be successful and may not yield meaningful results, (iii)  the risk that no drug product based on our proprietary RADR® A.I. platform has received FDA marketing approval or otherwise been incorporated into a commercial product, (iv) the risk that none of our product candidates has received FDA marketing approval, and we may not be able to successfully initiate, conduct, or conclude clinical testing for or obtain marketing approval for our product candidates, and (v) those other factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 10, 2021. You may access our Annual Report on Form 10-K for the year ended December 31, 2020 under the investor SEC filings tab of our website at www.lanternpharma.com or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, we can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by our forward-looking statements will in fact occur, and we caution investors not to place undue reliance on these statements. All forward-looking statements in this press release represent our judgment as of the date hereof, and, except as otherwise required by law, we disclaim any obligation to update any forward-looking statements to conform the statement to actual results or changes in our expectations.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/lantern-pharma-and-actuate-therapeutics-announce-research–development-collaboration-leveraging-lanterns-artificial-intelligence-platform-301282027.html

SOURCE Lantern Pharma