Venzee Technologies Announces Increase to Private Placement

PR Newswire

VANCOUVER, BC, Dec. 11, 2020 /PRNewswire/ – Venzee Technologies Inc. (TSXV: VENZ) (“Venzee” or the “Company”) is pleased to announce that, due to increased investor support, the Company has increased the size of its previously announced $1.5 million private placement (the “Offering”) and will now issue up to 36.363 million units (each a “Unit”), for gross proceeds of up to $2 million.

With respect to the private placement, each Unit is comprised of one common share (a “Share”) of the Company and one common share purchase warrant (a “Warrant”), with each Warrant being exercisable for one common share at an exercise price of $0.11 per common share at any time up to 36 months following the closing date of the private placement.  The warrants are also subject to acceleration in the event the volume-weighted average trading price of the common shares on the TSX Venture Exchange (TSX-V) is equal to or greater than $0.20 for a period of 10 consecutive trading days.  In such case, the Company may, but shall have no obligation to, accelerate the expiry time of the warrants to a date that is 30 days following the date of issuance of a press release by Venzee announcing its intention to accelerate the expiry time.

In connection with the private placement, the Company has agreed to pay finders’ fees to certain registered brokerage firms, comprising of cash payment equal to 7% of the gross proceeds raised by purchasers introduced by such brokers, and in the issuance of non-transferable broker units equal to 7% of the number of units purchased by purchasers introduced by such brokers.  Such broker units will be issued on substantially the same terms and conditions as the Warrants.

About Venzee Technologies, Inc.

Venzee (TSX-V VENZ) is a technology platform used by Global Brands to speed products to market and create competitive supply chain advantage. Venzee displaces costly, labor-intensive last-mile retail processes with a low-cost intelligent platform solution.

We believe intelligent supply chain functionality is inevitable and will significantly benefit growers, makers, brands, sellers, regulators, and consumers. At Venzee, we’re building the foundation for a future where seamless, accurate, automated data flow simplifies processes, removes friction, and creates value for all those that rely on the myriad of data and information surrounding any product, anywhere.

Venzee’s mission is to unlock shareholder value by creating intelligent technology that removes friction from the global supply chain. Our products disrupt and displace inefficient manual processes in favor of integrated, machine-driven solutions.

 To learn more about Venzee, visit venzee.com

On Behalf of the Board,

John Sexton Abrams

President and CEO
Venzee Technologies, Inc.
[email protected]
888-359-9299

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the expected use of the net proceeds received by the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s management’s discussion and analysis for the year ended December 31, 2018, and the quarter ended August 29, 2019, which are available under the Company’s SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.

The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/venzee-technologies-announces-increase-to-private-placement-301191038.html

SOURCE Venzee Technologies Inc.

Landcadia Holdings II, Inc. Reminds Stockholders To Vote In Favor Of The Business Combination With Golden Nugget Online Gaming, Inc.

PR Newswire

HOUSTON, Dec. 11, 2020 /PRNewswire/ — Landcadia Holdings II, Inc. (Nasdaq: LCA) (the “Company”), a special purpose acquisition company, reminds stockholders to vote in favor of the approval of the Company’s proposed business combination (the “Business Combination”) with Golden Nugget Online Gaming, Inc. (“GNOG”) and the related proposals to be voted upon at the Company’s special meeting in lieu of its 2020 annual meeting of stockholders (the “Special Meeting”). In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held virtually at https://www.cstproxy.com/landcadiaholdingsii/sm2020, on December 18, 2020, at 10:30 a.m., Eastern time, as described in the Company’s definitive proxy statement, dated December 2, 2020 (the “Proxy Statement”).

All stockholders of record of the Company’s common stock as of the close of business on October 29, 2020 (the “Record Date”) are entitled to vote their shares represented in person via the virtual meeting platform or by proxy at the Special Meeting. In connection with the proposed Business Combination, the Company filed the Proxy Statement with the SEC on December 2, 2020, and the Proxy Statement and proxy card were mailed shortly thereafter to the Company’s stockholders of the Record Date. If any of the Company’s stockholders have not received the Proxy Statement, such stockholder should confirm their proxy’s status with their broker, or contact Morrow Sodali LLC, the Company’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).

Every stockholder’s vote is important, regardless of the number of shares the stockholder holds. Accordingly, the Company requests that each stockholder that holds its shares in “street name,” meaning that their shares are held of record by a broker, bank or other nominee, should, if it has not already done so, contact their broker, bank or nominee to ensure that their shares are voted. In addition, all stockholders of record as of the Record Date are encouraged to complete, sign, date and return a proxy card to ensure that the stockholder’s shares will be represented at the Special Meeting.

Stockholders as of the Record Date can access the Special Meeting by visiting https://www.cstproxy.com/landcadiaholdingsii/sm2020, where such stockholders will be able to listen to and vote during the Special Meeting. Please note that you will only be able to access the Special Meeting by means of remote communication at 10:30 a.m., Eastern time, on December 18, 2020.


Important Information About the Business Combination and Where to Find It

The Company has filed a Proxy Statement with the Securities and Exchange Commission (the “SEC”) for the Special Meeting to be held in connection with its Business Combination with GNOG.  The Company’s stockholders and other interested persons are advised to read the Proxy Statement and documents incorporated by reference therein filed in connection with the Business Combination, as these materials contain important information about GNOG, the Company and the Business Combination.  The Proxy Statement and other relevant materials for the Special Meeting were mailed to stockholders of the Company as of the Record Date.  The Company’s stockholders may also obtain copies of the Proxy Statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s web site at www.sec.gov, or by directing a request to: Landcadia Holdings II, Inc., 1510 West Loop South, Houston, Texas 77027, Attention: General Counsel, (713) 850-1010. 


Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination.  A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s Proxy Statement, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request Landcadia Holdings II, Inc., 1510 West Loop South, Houston, Texas 77027, Attention: General Counsel, (713) 850-1010.  

GNOG and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination.  A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the proxy statement for the Business Combination.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  The Company’s and GNOG’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events.  Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.  These forward-looking statements include, without limitation, the Company’s and GNOG’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination.  These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.  Most of these factors are outside the Company’s and GNOG’s control and are difficult to predict.  Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement for the Business Combination (the “Purchase Agreement”) or could otherwise cause the Business Combination to fail to close, (2) the outcome of any legal proceedings that may be instituted against the Company and GNOG following the announcement of the Purchase Agreement and the transactions contemplated therein; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of the Company or satisfy other conditions to closing in the Purchase Agreement; (4) the impact of COVID-19 on GNOG’s business and/or the ability of the parties to complete the Business Combination; (5) the inability to obtain or maintain the listing of the Company’s shares of common stock on The Nasdaq Stock Market following the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of GNOG to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that GNOG or the Company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement relating to the Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC.  The foregoing list of factors is not exclusive.   Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.  Neither GNOG nor the Company undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. 


No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.  This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering 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, or an exemption therefrom.

Cision View original content:http://www.prnewswire.com/news-releases/landcadia-holdings-ii-inc-reminds-stockholders-to-vote-in-favor-of-the-business-combination-with-golden-nugget-online-gaming-inc-301190966.html

SOURCE Landcadia Holdings II, Inc.

Innoviz Technologies, a Global Leader in LiDAR Sensors and Perception Software for Autonomous Driving, to be Listed on Nasdaq Through Business Combination with Collective Growth Corporation

– Innoviz Technologies Ltd. (“Innoviz”) to become publicly listed through business combination with Collective Growth Corporation (NASDAQ: CGRO) (“Collective Growth”) in a transaction sponsored by Antara Capital LP and Perception Capital Partners LLC

– Transaction is expected to provide up to $350 million in gross proceeds comprised of Collective Growth’s $150 million of cash held in trust, assuming no redemptions by public stockholders, and a $200 million fully committed ordinary share PIPE at $10.00 per share, led by Antara Capital and includes strategic investments from Magna International, Innoviz’s Tier-1 partner, Phoenix Insurance and other institutional investors

– Following the targeted closing of the transaction in the first quarter of 2021, the combined Company is expected to have an estimated equity value of approximately $1.4 billion and to be listed on NASDAQ under the ticker symbol “INVZ”

– Founded in 2016 by a group of Israeli Intelligence Corps veterans from Unit 81, the most prestigious technological unit in the Israeli Defence Forces, Innoviz is a global developer of high-performance, solid-state LiDAR sensors and perception software for autonomous vehicles

– BMW chose Innoviz’s solid-state LiDAR sensor, InnovizOne, sourced and manufactured by Magna International, to develop its LiDAR for series production

– Furthering its commitment to bring automation to the entire mobility market, Innoviz recently announced InnovizTwo, a lower price point and technologically advanced product that will enable OEM customers to deliver enhanced safety and functionality at a mass-market price point

– Innoviz current partners and investors include Magna International, Samsung-Harman, Aptiv, Magma Venture Partners, Vertex Ventures, SoftBank Ventures Asia, Phoenix Insurance, China Merchants Capital, Shenzhen Capital Group, Harel Insurance Investments and Financial Services and others

– All Innoviz shareholders will retain 100% of their equity holdings in the public company

– Transaction positions Innoviz to capitalize on significant growth opportunities, expand its product roadmap and offers investors a unique opportunity to invest in the future of autonomous driving

PR Newswire

TEL AVIV, Israel and AUSTIN, Texas, Dec. 11, 2020 /PRNewswire/ — Innoviz Technologies, a technology leader of high-performance, solid-state LiDAR sensors and perception software, today announced it has entered into a definitive agreement to merge with Collective Growth Corporation (NASDAQ: CGRO) in a transaction sponsored by Antara Capital LP and Perception Capital Partners LLC. The transaction is supported by a $200 million fully committed common stock PIPE led by Antara Capital and includes strategic investments from Magna International, Innoviz’s Tier-1 partner.  Upon completion of the transaction, the combined Company will retain the Innoviz Technologies, Ltd. name and is expected to be listed on NASDAQ under the ticker symbol “INVZ”.

Founded in 2016, Innoviz, alongside its mobility tech partner Magna International, was the first to bring a high-end solid-state LiDAR to market and meet the stringent requirements of automotive OEMs, robotaxi companies and Tier 1 suppliers for sensor safety, reliability, durability, low-power consumption, range, resolution, cost and size. The Company has continued to break new ground and enable consumer autonomous vehicle adoption by delivering LiDAR with unparalleled performance at a price point that allows for adoption and mass production. The Company was one of the first to innovate up the AV stack and develop perception software to accompany its LiDAR products, and many other industry participants followed Innoviz’s approach. Innoviz’s leading solid-state LiDAR sensors and perception software are built and priced for mass produced consumer autonomous vehicles, a market that accounts for approximately two thirds of the total addressable market for LiDAR in the near term.

In addition to Magna International, Innoviz has established several partnerships with other world leading Tier 1 automotive suppliers, such as HARMAN, Aptiv and HiRain, which is active in China. These partners are some of the most influential companies in the automotive industry and have extensive experience with driver assistance and autonomous driving systems.

Innoviz’s Co-founder and CEO Omer Keilaf has spent over 21 years driving cutting edge technologies from inception to commercialization, and under his leadership the Company has grown rapidly, raising $251 million to date and expanding to over 280 employees globally. He also served in leadership roles in the Israeli Army’s elite unit 81 division, tasked with developing innovations and technology to great success. 

Since its inception, Innoviz has launched several LiDAR products and its advanced perception software. Its solid-state LiDAR sensor is specifically designed for automakers requiring an automotive-grade, mass-producible solution. Its perception software is designed to be the ideal complement to the Company’s hardware offerings with advanced AI and machine learning-based classification, detection and tracking features. Innoviz has been named a World Economic Forum Technology Pioneer, Automobility LA Top Three Startup, two-time CES Innovation Award winner, The Atlas Award for Best Israeli LiDAR, Most Innovative Startup in Israel, and more. Innoviz is headquartered in Tel Aviv, Israel, a region globally recognized for its engineering talent and record-breaking startup investments in the mobility and semiconductor sectors.

Innoviz has focused on the Consumer Vehicle market because it is the largest and most demanding market for LiDAR, accounting for 2/3 of the LiDAR TAM in the near term.  Innoviz’s win for the production of an L3 platform, mature and proven technology and deep partnerships with four of the largest Tier I auto suppliers positions Innoviz to be a winner in the Consumer Vehicle market.  Winning in the Consumer Vehicle market is expected to give Innoviz an advantaged platform that is already being used to expand into broader LiDAR applications such as Robotaxis/Delivery Vehicles, Drones, Security/Surveillance and the Internet of Things.  

Innoviz’s latest product, InnovizTwo, offers a significant cost reduction and performance improvement compared to InnovizOne. InnovizTwo aims to meet automakers’ desired price target for LiDAR and allow car manufacturers to offer safe L2+ vehicles while paving the path to full L3 automation through roadway data collection and software updates. The transition from L2+ to L3 poses additional challenges to automakers with hands-free driving on highways occurring at higher speeds. Innoviz is accelerating the path to widespread adoption of L2/L2+ and thereby giving automakers the confidence to pursue full autonomy.

Omer Keilaf, Innoviz CEO said: “Innoviz continues to push the boundaries of LiDAR performance and price. Our engineers, along with our partner Magna International, have been working tirelessly to bring a solution that automakers can adopt at scale and trust to perform safely and reliably for the entire lifecycle of their vehicles. This milestone is pivotal for our continued growth and the advancement of the autonomous vehicle industry as a whole. It requires significant investment of time and resources and we’ve made great strides due to the support of our investors and partners. The public listing is a major step on our path to becoming one of the dominant players in the global autonomous driving industry.”

Nicolai Martin, Senior VP Automated Driving and Driver Assistance at BMW says: “Our goal is to offer safe driver assistance functions for our customers by using state-of-the-art sensors and creating a robust modular system. We are focusing on developing automated driving technology by using LiDAR sensors. Innoviz is one of our strongest partners that is enabling us to develop the future of automated driving.”

“Working with companies like Innoviz to transform innovative technologies into game-changing automotive-grade products is a win for our customers and the industry as we tackle challenges that come with autonomous vehicle development,” said Swamy Kotagiri, Magna International President and incoming Chief Executive Officer. “Innoviz LiDAR technology, along with Magna’s ADAS expertise, software integration and manufacturing excellence is meeting the need by bringing a high-performance, first-to-marketsolution.”

Bruce Linton, Chairman and CEO of Collective Growth, said, “Collective Growth sought to advance industrial practices and drive the evolution of the auto sector, a mission well served by this merger.  We are extremely excited today to announce the merger with Innoviz and Collective Growth.  Innoviz brings a winning combination of high-performance LIDAR technology, commercial partnerships with leading OEMs and Tier 1 suppliers, and a dynamic management team.”

Jim Sheridan, CEO of Perception Capital Partners, who is expected to join the Board of Directors of the Company upon closing of the transaction, said, “I look forward to joining the Innoviz Board.  Innoviz is perfectly positioned to extend its leading position in the large and rapidly growing ADAS and autonomous market.” 

Transaction Overview
The Transaction is expected to provide up to $350 million in gross proceeds comprised of Collective Growth’s $150 million of cash held in trust, assuming no redemptions by public stockholders, and $200 million from a fully committed ordinary share PIPE at $10.00 per share, including strategic investments from Magna International, Innoviz’s Tier-1 partner, Antara Capital, co-sponsor and the largest investor in the PIPE, Phoenix Insurance and other institutional investors.

The combined Company is expected to have an estimated equity value of approximately $1.4 billion and is expected to be listed on NASDAQ under the ticker symbol “INVZ”.  All current Innoviz stockholders will retain the entirety of their existing equity holdings in the combined Company.

The transaction, which has been unanimously approved by the boards of directors of both Innoviz and Collective Growth, is targeted to close in the first quarter of 2021, subject to regulatory and stockholder approvals and other customary closing conditions.  Following completion of the transaction, Innoviz will retain its experienced management team. Founder Omer Keilaf will continue to serve as CEO.

Additional information about the proposed business combination, including a copy of the definitive agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Collective Growth with the Securities and Exchange Commission and available at www.sec.gov.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive Financial advisor and Placement Agent to Innoviz in connection with the merger. Latham & Watkins LLP and Meitar | Law Offices are serving as Legal Advisors to Innoviz. Akin Gump Strauss Hauer & Field LLP and Faegre Drinker Biddle & Reath LP are serving as Legal Advisors to sponsors Antara Capital and Perception Capital, respectively, and Nechama Brin and Michael Yifrah are serving as Financial Advisors to Perception Capital. Graubard Miller and Goldfarb Seligman & Co. are serving as Legal Advisors to Collective Growth, and Cantor Fitzgerald is serving as Financial and Capital Markets Advisor to Collective Growth.

Investor Conference Call Information
A recording of an investor conference call between Innoviz and Collective Growth discussing the business and the proposed transaction will be available on Innoviz’s Investors page through December 23, 2020.

About Innoviz Technologies
Innoviz is a leading manufacturer of high-performance, solid-state LiDAR sensors and perception software that enable the mass production of autonomous vehicles. Innoviz’s offerings include InnovizOne, an automotive-grade, mass-producible LiDAR sensor, InnovizTwo, next generation high-performance automotive-grade LiDAR sensor, and Innoviz’s perception software, designed to complement its hardware offerings with advanced AI and machine learning-based classification, detection and tracking features. Innoviz is backed by top-tier strategic partners and investors, including SoftBank Ventures Asia, Samsung, Magna International, Aptiv, Magma Venture Partners, Vertex Ventures, 360 Capital Partners, Harel Insurance Investments and Financial Services, Phoenix Insurance Company and others. For more information, visit www.innoviz.tech.

About Collective Growth Corporation
Collective Growth Corporation is a blank check company led by Bruce Linton and 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 or entities, which Collective Growth refers to as its initial business combination.  For more information, visit www.collectivegrowthcorp.com.

About Perception Capital
Perception Capital is a Partnership between Northern Pacific Group and operating executives Jim Sheridan and Patrick Williams focused on combining with a rapidly growing global technology company. Perception Capital is led by CEO Jim Sheridan who held senior procurement positions at Ford Motor Company and led multiple purchasing transformations while at McKinsey & Company.

About Antara
Antara Capital LP is an event driven credit and special situations hedge fund manager, investing globally over $1 billion of capital on behalf of institutions and high net worth individuals.  Antara takes a partnership approach with management teams to create shareholder value, and has provided creative financing solutions to a number of advanced stage technology companies.

Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Innoviz Technologies Ltd. (“Innoviz”) and Collective Growth Corporation (“Collective Growth”), including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Innoviz and the markets in which it operates, and Innoviz’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Collective Growth’s securities, (ii) the risk that the transaction may not be completed by Collective Growth’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Collective Growth, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the shareholders of Collective Growth and Innoviz, the satisfaction of the minimum trust account amount following redemptions by Collective Growth’s public 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 effect of the announcement or pendency of the transaction on Innoviz’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of Innoviz and potential difficulties in Innoviz employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Innoviz or against Collective Growth related to the business combination agreement or the proposed transaction, (ix) the ability of Innoviz to list its ordinary shares on the Nasdaq, (x) the price of Innoviz’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Innoviz plans to operate, variations in performance across competitors, changes in laws and regulations affecting Innoviz’s business and changes in the combined capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Collective Growth’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by Collective Growth from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and the registration statement on Form F-4 and proxy statement/prospectus discussed below. These filings 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 speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Innoviz and Collective Growth assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Innoviz nor Collective Growth gives any assurance that either Innoviz or Collective Growth will achieve its expectations.

Any financial information or projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Innoviz’s and Collective Growth’s control. While such information and projections are necessarily speculative, Innoviz and Collective Growth believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this communication should not be regarded as an indication that Innoviz or Collective Growth, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering in an investment in Innoviz or Collective Growth and is not intended to form the basis of an investment decision in either company. All subsequent written and oral forward-looking statements concerning Innoviz and Collective Growth, the proposed transactions or other matters and attributable to Innoviz and Collective Growth or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Additional Information and Where to Find It

This document relates to a proposed transaction between Innoviz and Collective Growth. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Innoviz intends to file a registration statement on Form F-4 that will include a proxy statement of Collective Growth and a prospectus of Innoviz. The proxy statement/prospectus will be sent to all Collective Growth stockholders. Collective Growth and Innoviz also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Collective Growth are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Collective Growth or Innoviz through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Collective Growth may be obtained free of charge from Collective Growth’s website at www.collectivegrowthcorp.com or by written request to Collective Growth at Collective Growth Corporation, 1805 West Avenue, Austin, TX 78701 and the documents filed by Innoviz may be obtained free of charge from Innoviz’s website at www.innoviz.tech or by written request to Innoviz at Innoviz Technologies Ltd., 2 Amal Street, Rosh HaAin, 4809202, Israel.

Participants in Solicitation

Collective Growth and Innoviz and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Collective Growth’s stockholders in connection with the proposed transaction. Information about Collective Growth’s directors and executive officers and their ownership of Collective Growth’s securities is set forth in Collective Growth’s filings with the SEC, including Collective Growth’s final prospectus filed with the SEC on May 1, 2020. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain a free copy of these documents as described in the preceding paragraph.

Contact Information

Innoviz

[email protected]

[email protected]

Collective Growth Corporation

Wilson Kello

[email protected]

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/innoviz-technologies-a-global-leader-in-lidar-sensors-and-perception-software-for-autonomous-driving-to-be-listed-on-nasdaq-through-business-combination-with-collective-growth-corporation-301191049.html

SOURCE Innoviz Technologies

Khiron to Present at the 13th Annual LD Micro Main Event Conference

PR Newswire

TORONTO, Dec. 11, 2020 /PRNewswire/ – Khiron Life Sciences Corp. (“Khiron” or the “Company”) (TSXV: KHRN), (OTCQX: KHRNF), (Frankfurt: A2JMZC), a vertically integrated cannabis leader with core operations in Latin America and Europe, today announced that it will be presenting at the 13th Annual LD Micro Main Event investor conference on December 14th. Khiron Chairman Chris Naprawa will be presenting to a live, virtual audience.

DATE: December 14th, 2020

TIME: 10:30am ET/7:30am PT
FORMAT: Live 10 minute presentation & 10 minute Q&A session

REGISTRATION:

ve.mysequire.com/

View the Khiron profile here: https://www.ldmicro.com/profile/KHRN.V

Recent Khiron Developments

  • Khiron High THC medical cannabis product successfully imported into Peru, with first prescriptions to be filled in December through a partnership with Farmacia Universal S.A.C.
  • Company’s medical cannabis products and clinic services are now covered by Colombia’s major health insurance providers, including medical cannabis as a first line therapy
  • Announces the opening of its first Zerenia clinic in Medellin, Colombia´s second largest city with reach to over 6 million residents in the region
  • Mr. Juan Carlos Echeverry is appointed to the Board of Directors of the Company, bringing extensive experience as Colombia’s Minister of Finance from 2010-2012 and as CEO and President of Ecopetrol from 2015-2017
  • Completed a bought deal financing on November 26, 2020, for aggregate gross proceeds of $14,490,000 CAD
  • Company surpassed 5,600 patient prescriptions for its medical cannabis products in Colombia
  • The Company plans to deploy its Zerenia™ medical cannabis clinics and telehealth strategy in Mexico, building on the success of its vertical integration strategy in Colombia

About LD Micro/SEQUIRE
LD Micro began in 2006 with the sole purpose of being an independent resource to the microcap world. What started as a newsletter highlighting unique companies, has transformed into the pre-eminent event platform in the space. For more information, please visit ldmicro.com.

The upcoming Main Event will be highlighting a new format that will benefit both executives and the investors tuning in from all over the globe.

In September 2020, LD Micro. Inc. was acquired by SRAX, Inc., a financial technology company that unlocks data and insights for publicly traded companies. Through its premier investor intelligence and communications platform, Sequire, companies can track their investors’ behaviors and trends and use those insights to engage current and potential investors across marketing channels. For more information on SRAX, visit srax.com and mysequire.com.

About Khiron Life Sciences Corp.
Khiron is a vertically integrated medical and CPG cannabis company with core operations in Latin America, and operational activity in Europe and North America. Khiron is the leading cannabis company in Colombia and the first company licensed in Colombia for the cultivation, production, domestic distribution and sales, and international export of both low and high THC medical cannabis products. The Company has filled medical cannabis prescriptions in Peru and has a presence in Mexico, Uruguay, UK, Spain and also in Germany, where it is positioned to begin sales of medical cannabis.

Leveraging its first-mover advantage and patient-oriented approach, Khiron combines global scientific expertise, product innovation, agricultural infrastructure, wholly-owned medical clinics, and online doctor education programs to drive prescription and brand loyalty to address priority medical conditions. Its Wellbeing unit launched the first branded CBD skincare brand in Colombia, with Kuida now marketed in multiple jurisdictions in Latin America, the US and UK. The Company is led by Co-founder and Chief Executive Officer, Alvaro Torres, together with an experienced and diverse executive team and Board of Directors.

Visit Khiron online at investors.khiron.ca and on Instagram @khironlife.

Cautionary Notes

Forward-Looking Statements

This press release may contain certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Khiron undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Khiron, its securities, or financial or operating results (as applicable). Although Khiron believes that the expectations reflected in forward-looking statements in this press release are reasonable, such forward-looking statement has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Khiron’s control, including the risk factors discussed in Khiron’s Annual Information Form which is available on Khiron’s SEDAR profile at www.sedar.com. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. Khiron disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/khiron-to-present-at-the-13th-annual-ld-micro-main-event-conference-301190926.html

SOURCE Khiron Life Sciences Corp.

Whirlpool Corporation’s Chairman and CEO Marc Bitzer to be Founding Member of OneTen Coalition

PR Newswire

BENTON HARBOR, Mich., Dec. 11, 2020 /PRNewswire/ — Whirlpool Corporation (NYSE: WHR) announced that its Chairman and CEO Marc Bitzer will become a founding member of OneTen, a coalition of leading executives who are coming together to create an organization with the mission to train, hire and advance one million Black Americans over the next 10 years into family-sustaining jobs with opportunities for advancement.

Launched with 36 other company CEOs across a variety of industries, Bitzer and Whirlpool Corporation will work with partner organizations to continue to improve workplace inclusivity practices and provide opportunities for Black Americans. These actions align with Whirlpool Corporation’s commitment to foster an inclusive and diverse culture where all employees feel welcomed, respected, valued and heard.

“Inclusion and diversity has always been a top priority for us as a company, and I am honored to join my peers at other companies in this incredible effort focused on removing structural barriers and driving real results,” said Bitzer. “We have continually worked to create an engaging and inclusive environment across our organization, and we look forward to continuing to drive our core values and providing opportunities for all of our employees to succeed.” 

Whirlpool Corporation has long believed in the power of inclusion and diversity to drive its business strategy. Earlier this year, the company announced a multi-year action plan to drive sustainable, positive impact for all current and future Black colleagues and its local community – which will ultimately help all underrepresented groups within the company. Additionally, in 2019, the company established its annual Global Inclusion Week, a program designed to engage employees and teach them about the importance and benefits of Inclusion and Diversity in the workplace.

Whirlpool Corporation also champions Employee Resource Groups (ERGs), that include the FOCUS Network supporting Black employees and the Whirlpool Women’s Network (WWN), to attract, engage, and retain a diverse workforce and create an inclusive workplace. The company is also a member of Catalyst CEO Champions for Change, which pledges to advance more women into all levels of leadership.

As a result of these ongoing efforts, Whirlpool Corporation is regularly recognized as a leading company in efforts related to diversity and inclusion. In 2020, the Company was named to the 2020 Diversity Best Practices Inclusion Index and scored a perfect 100 on the 2020 Corporate Equality Index.

About Whirlpool Corporation

Whirlpool Corporation (NYSE: WHR) is the world’s leading kitchen and laundry appliance company, with approximately $20 billion in annual sales, 77,000 employees and 59 manufacturing and technology research centers in 2019. The company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, JennAir, Indesit and other major brand names in nearly every country throughout the world. Additional information about the company can be found at whirlpoolcorp.com.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/whirlpool-corporations-chairman-and-ceo-marc-bitzer-to-be-founding-member-of-oneten-coalition-301191062.html

SOURCE Whirlpool Corporation

Benchmark Electronics Announces Quarterly Cash Dividend

Fourth quarter 2020 cash dividend of $0.16 per share

PR Newswire

TEMPE, Ariz., Dec. 11, 2020 /PRNewswire/ — Benchmark Electronics, Inc. (NYSE: BHE) today announced that its Board of Directors declared a quarterly dividend of $0.16 per share, payable on January 13, 2021 to shareholders of record at the close of business on December 30, 2020.

About Benchmark Electronics, Inc.

Benchmark provides comprehensive solutions across the entire product life cycle by leading through its innovative technology and engineering design services, leveraging its optimized global supply chain and delivering world-class manufacturing services in the following industries: commercial aerospace, defense, advanced computing, next generation telecommunications, complex industrials, medical, and semiconductor capital equipment. Benchmark’s global operations include facilities in seven countries and its common shares trade on the New York Stock Exchange under the symbol BHE.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/benchmark-electronics-announces-quarterly-cash-dividend-301190879.html

SOURCE Benchmark Electronics, Inc.

Kontrol to host BioCloud Event for Investors, Analysts and Media

PR Newswire

–Safe Space Technology™–

TORONTO, Dec. 9, 2020 /PRNewswire/ – Kontrol Energy Corp. (CSE: KNR) (OTCQB: KNRLF) (FSE: 1K8) (“Kontrol” or “Company“) is pleased to announce that it will be hosting a webinar presentation  for investors, analysts and media for its Covid-19 detection technology (“BioCloud analyzer” or “BioCloud”). The purpose of the presentation is to provide an operating demonstration and take questions from the audience.

“Following the filing of our patent applications we are excited to demonstrate how the BioCloud technology operates and share that with the public,” says Paul Ghezzi, CEO Kontrol. “We will be providing a demonstration of BioCloud and access to the inner workings of the technology.”

As previously announced on November 30, 2020, Kontrol has filed the following four patent applications for its BioCloud technology and the Company is pleased to provide the patent references:

UNITED STATES: Application No. 17/105,793
SYSTEM AND METHOD FOR DETECTING AIRBORNE PATHOGENS

UNITED STATES: Application No. 17/105,813
SYSTEM AND METHOD FOR OPTICAL DETECTION OF PATHOGENS

UNITED STATES: Application No. 17/105,804
COLLECTION CHAMBER FOR AN AIR SAMPLING SYSTEM

CANADA

SYSTEM AND METHOD FOR DETECTING AIRBORNE PATHOGENS


Title:


Kontrol to Host BioCloud Technology Presentation for Investors, Analysts and Media


Event Date:


Thursday, December 17, 2020 – 4:30 PM Eastern Time


Presentation Type:


Audio with Presenter Controlled Slides and Teleconference


Event Link:


Webcast URL:
https://www.webcaster4.com/Webcast/Page/2402/39134


Participant
Numbers:


Toll Free: 877-407-0782


International: 201-689-8567

About Kontrol BioCloudTM

BioCloud is a real-time analyzer designed to detect airborne viruses. It has been designed to operate as a safe space technology by sampling the air quality over time. With a proprietary detection chamber that can be replaced as needed, viruses are detected, and an alert system is created in the Cloud or over local intranet. BioCloud has been designed for spaces where individuals gather including classrooms, offices, retirement homes, hospitals, mass transportation and others.

Additional information about Kontrol BioCloud can be found on its website at www.kontrolbiocloud.com

BioCloud is an air quality technology and not a medical device. The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 (or SARS-2 Coronavirus). Safe Space Technology is a Kontrol Trademark.

About Kontrol Energy

Kontrol Energy Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol Energy provides a combination of software, hardware, and service solutions to its customers to improve energy management, air quality and continuous emission monitoring.

Additional information about Kontrol Energy Corp. can be found on its website at www.kontrolenergy.comand by reviewing its profile on SEDAR at www.sedar.com

Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. 

Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that sufficient capital will be available to the Company and that technology will be as effective as anticipated.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to, that sufficient capital and financing cannot be obtained on reasonable terms, or at all, that technologies will not prove as effective as expected, that customers and potential customers will not be as accepting of the Company’s product and service offering as expected, and government and regulatory factors impacting the energy conservation industry. In particular, successful development and commercialization of the Kontrol BioCloud Analyzer are subject to the risk that the Kontrol BioCloud Analyzer may not prove to be successful in detecting the virus that causes COVID-19 effectively or at all, uncertainty of timing or availability of any regulatory approvals and Kontrol’s lack of track record in developing products for medical applications.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date.  Kontrol does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.

Cision View original content:http://www.prnewswire.com/news-releases/kontrol-to-host-biocloud-event-for-investors-analysts-and-media-301191001.html

SOURCE Kontrol Energy Corp.

Pebblebrook Hotel Trust Prices Public Offering of 1.75% Convertible Senior Notes Due 2026

Pebblebrook Hotel Trust Prices Public Offering of 1.75% Convertible Senior Notes Due 2026

BETHESDA, Md.–(BUSINESS WIRE)–
Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”) today announced the pricing on December 10, 2020 of an underwritten public offering of $450,000,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2026 (the “Notes”). The offering is expected to close on December 15, 2020 and is subject to customary closing conditions. The Company has granted the underwriters a 13-day option to purchase up to an additional $50.0 million aggregate principal amount of the Notes solely to cover over-allotments, if any.

The Notes will be the Company’s senior unsecured obligations and will rank equally with all of its existing and future unsecured debt that is not subordinated, senior to any future subordinated debt and junior to all existing and future debt and preferred equity of the Company’s subsidiaries. The Notes will pay interest semiannually at a rate of 1.75% per annum and will mature on December 15, 2026. The Notes will have an initial conversion rate of 39.2549 per $1,000 principal amount of the Notes (equivalent to a conversion price of approximately $25.47 per common share of the Company (“Common Shares”) and a conversion premium of approximately 35.0% based on the closing price of $18.87 per Common Share on December 10, 2020). The initial conversion rate of the Notes is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to June 15, 2026, the Notes will be convertible only upon certain circumstances and during certain periods, and thereafter will be convertible at any time prior to the close of business on the second scheduled trading day prior to maturity of the Notes. Upon conversion, holders will receive cash, Common Shares or a combination thereof at the Company’s election.

BofA Securities and Raymond James are the joint book-running managers of the offering. Truist Securities, US Bancorp, PNC Capital Markets LLC and Regions Securities LLC are the co-lead managers of the offering. Capital One Securities, BMO Capital Markets, Scotiabank, SMBC Nikko, TD Securities and BBVA are the co-managers of the offering.

In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the underwriters or their respective affiliates and other financial institutions (the “Option Counterparties”). The capped call transactions cover, subject to customary adjustments, the number of Common Shares underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to Common Shares upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted Notes, as the case may be, with such reduction and/or offset subject to a cap. Assuming that the option to purchase additional Notes is exercised in full, the cap price of the capped call transactions will initially be approximately $33.0225, which represents a premium of approximately 75.0% over the last reported sale price of Common Shares on the New York Stock Exchange on December 10, 2020, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to purchase Common Shares and/or enter into various derivative transactions with respect to Common Shares concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Common Shares or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Common Shares and/or purchasing or selling Common Shares or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so following any conversion, repurchase, or redemption of the Notes, to the extent the Company exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Common Shares or the Notes, which could affect the ability of holders to convert the Notes. To the extent the activity occurs during any observation period related to a conversion of the Notes, it could also affect the number of Common Shares and value of the consideration that holders will receive upon conversion of the Notes.

The Company intends to use a portion of the net proceeds from the offering of the Notes to pay the cost of the capped call transactions. If the underwriters exercise their option to purchase additional Notes, the Company expects to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions. The Company will contribute the remainder of the net proceeds to its operating partnership. The operating partnership will use the net proceeds to reduce amounts outstanding under the Company’s senior unsecured revolving credit facility and unsecured term loans.

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

The Notes will be issued under the Company’s currently effective shelf registration statement filed with the Securities and Exchange Commission. Copies of the final prospectus supplement (when available) and base prospectus relating to the Notes may be obtained by contacting BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, email: [email protected] and Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, email: [email protected], telephone: 1-800-248-8863.

About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and a leading owner of urban and resort lifestyle hotels in the United States. The Company owns 53 hotels, totaling approximately 13,200 guest rooms across 14 urban and resort markets with a focus on the west coast gateway cities.

This press release contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s expectations, but these statements are not guaranteed to occur. For example, the fact that the offering has priced may imply that the offering will close, but the closing is subject to conditions customary in transactions of this type and may be delayed or may not occur at all. In addition, the fact that the underwriters have an over-allotment option may imply that this option will be exercised. However, the underwriters are not under any obligation to exercise this option, or any portion of it, and may not do so. Investors should not place undue reliance upon forward-looking statements.

Raymond D. Martz, Chief Financial Officer, Pebblebrook Hotel Trust – (240) 507-1330

KEYWORDS: Maryland United States North America

INDUSTRY KEYWORDS: Vacation Other Travel Lodging Destinations Travel

MEDIA:

Logo
Logo

ExxonMobil Discovers Hydrocarbons Offshore Suriname

ExxonMobil Discovers Hydrocarbons Offshore Suriname

IRVING, Texas–(BUSINESS WIRE)–ExxonMobil and PETRONAS have discovered hydrocarbons at the Sloanea-1 exploration well on Block 52 offshore Suriname, adding to ExxonMobil’s extensive finds in the Guyana-Suriname basin. The well was drilled by operator PETRONAS, and the discovery is being evaluated to determine its resource potential.

“Our first discovery in Suriname extends ExxonMobil’s leading position in South America, building on our successful investments in Guyana,” said Mike Cousins, senior vice president of exploration and new ventures at ExxonMobil. “We will continue to leverage our deepwater expertise and advanced technology to explore frontier environments with the highest value resource potential.”

ExxonMobil said in November that it is prioritizing near-term capital spending on advantaged assets with the highest potential future value. The Suriname discovery further strengthens ExxonMobil’s industry-leading portfolio along with its other recent exploration success in the same basin in Guyana.

PETRONAS drilled the well to a total depth of approximately 15,682 feet (4,780 meters) using the Maersk Developer rig.

Block 52 covers an area of 1.2 million acres (4,749 square kilometers) and is located approximately 75 miles offshore north of Suriname’s capital city, Paramaribo. The water depths on Block 52 range from 160 to 3,600 feet (50 to 1,100 meters).

ExxonMobil Exploration and Production Suriname B.V., an affiliate of ExxonMobil, holds 50 percent interest in Block 52. PETRONAS Suriname E&P B.V., a subsidiary of PETRONAS, is operator and holds 50 percent interest.

About ExxonMobil

ExxonMobil, one of the largest publicly traded international energy companies, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is one of the largest refiners and marketers of petroleum products, and its chemical company is one of the largest in the world. To learn more, visit exxonmobil.com and the Energy Factor.

Follow us on Twitter and LinkedIn.

Cautionary Statement: Statements of future events or conditions in this release are forward-looking statements. Actual future results, including project plans, schedules, capacities, production rates, and resource recoveries could differ materially due to: changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments including obtaining necessary regulatory permits; restrictions in trade, travel or broader government responses to first or subsequent waves of COVID-19; reservoir performance; the outcome of future exploration and development efforts; technical or operating factors; the outcome of commercial negotiations; unexpected technological breakthroughs or challenges; and other factors cited under the caption “Factors Affecting Future Results” on the Investors page of our website at exxonmobil.com and under Item 1A. Risk Factors in our annual report on Form 10-K and quarterly reports on Form 10-Q.

ExxonMobil Media Relations

(972) 940-6007

KEYWORDS: Texas United States South America Suriname North America

INDUSTRY KEYWORDS: Energy Other Energy Oil/Gas

MEDIA:

Logo
Logo

EV Company Electric Last Mile to List on Nasdaq Through Merger With Forum Merger III Corporation

EV Company Electric Last Mile to List on Nasdaq Through Merger With Forum Merger III Corporation

  • Combined company to be named Electric Last Mile Solutions, Inc. and continue to be listed on the Nasdaq under the new ticker symbol “ELMS”
  • Pro forma implied equity value of the combined company is approximately $1.4 billion
  • ELMS expects to launch its Urban Delivery van as the first electric Class 1 commercial vehicle in the U.S. market in the third quarter of 2021
  • Transaction supported by approximately $155 million in fully committed PIPE and related financing anchored by institutional investors including BNP Paribas Asset Management Energy Transition Fund and Jennison Associates LLC
  • Approximately $379 million of gross proceeds expected from the transaction to be used to fund operations and growth
  • Capital efficient business model underpinned by historical platform investment, low cost sourcing and production facility readiness
  • Anticipated proceeds from the proposed business combination expected to sufficiently fund initial product launches

DETROIT–(BUSINESS WIRE)–Electric Last Mile, Inc. (“ELMS”), an electric vehicle (EV) company focused on creating efficient and reliable last mile solutions, and Forum Merger III Corporation (Nasdaq: FIII) (“Forum” or “Forum III”), a special purpose acquisition company, today announced that they have entered into a definitive agreement for a business combination that would result in ELMS becoming a publicly listed company. Upon closing of the transaction, which is expected to occur in the first quarter of 2021, the combined company will be named Electric Last Mile Solutions, Inc. and will continue to be listed on the Nasdaq Capital Market under the new ticker symbol, “ELMS.” The transaction reflects a pro forma implied equity value for the combined company of approximately $1.4 billion.

Following the combination, ELMS expects to launch its Urban Delivery van as the first electric Class 1 commercial vehicle in the U.S., with the expected lowest total cost of ownership, in the third quarter of 2021.

To date, ELMS has over 30,000 pre-orders from customers including leading brands and some of the largest fleet managers and dealers in the country.

The ELMS management team, led by CEO and co-founder James Taylor, combines executive experience from GM, Workhorse, FCA, BMW, Key Safety Systems, and other leading OEMs and Tier 1 manufacturers, to focus on delivering on the company’s execution and growth strategy. ELMS plans to produce its Urban Delivery van in Indiana at an EV production-ready manufacturing plant.

“The demand for cost effective solutions to support the e-commerce ecosystem is overwhelming. This industry promises rewards to first movers who can deliver value-driven solutions,” said James Taylor, CEO of ELMS. “ELMS is solely focused on the commercial vehicle market. Our products are designed to provide the most cost-effective, reliable and customized solutions for the last mile delivery of goods and services. ELMS is jumping the curve with proven technology and a production advantage, and this merger with Forum further accelerates our go-to-market plan and our expected market leadership position.”

“Forum is very excited to partner with Electric Last Mile, bringing to market an electric vehicle company to transform last mile delivery and mobility networks,” said David Boris, Co-Chief Executive Officer and Chief Financial Officer of Forum III. “Upon the closing of the business combination, ELMS will have in place a product based on a proven, top-selling platform as well as a U.S. plant with significant capacity. In addition, the experienced management team has already generated substantial pre-orders representing over $1.0 billion in anticipated revenues. With the investment from Forum III and other investors, ELMS will be fully funded to launch its initial products, and serve the growing demand for delivery vehicles. We look forward to working with the ELMS team to build an industry leading electric vehicle company.”

ELMS Highlights:

  • Significant Last Mile Market Opportunity Driving Explosive Demand for Delivery Vehicles
    • Fast-approaching $1 trillion North American ecommerce market has driven the need for lower cost delivery and fleet efficiency
    • Broad push for green/sustainable products and solutions
  • Anticipated First-Mover Advantage in Last Mile Segment
    • Expected first-mover in the electricClass 1 commercial vehicle segment in the U.S.
  • Established, Agile Manufacturing Footprint Offering Fast Time to Market
    • Plant already retrofitted for EV production
    • Experienced workforce available for volume ramp up
    • Supply chain identified
  • Go-to-Market Strategy and Partnerships Driving Large Customer Pipeline
    • Verified customer demand with more than 30,000 pre-orders representing over $1.0 billion of anticipated revenue
  • World-Class Leadership and Execution Team with Track Record of Success
    • Deep experience across global OEMs, EV start-ups and technology providers
    • Proven ability to design, develop and commercially produce vehicles at scale
  • Capital-Efficient Business Model
    • Capital efficient business model underpinned by historical platform investment, low cost sourcing and production facility readiness

Transaction Summary

The transaction reflects a pro forma implied equity value for the combined company of approximately $1.4 billion at closing, at a $10.00 per share price and assuming no redemptions by Forum shareholders. The cash remaining in the combined company at closing will be funded by Forum’s cash in trust as well as a private placement anchored by institutional investors, including BNP Paribas Asset Management Energy Transition Fund and Jennison Associates LLC, that will close concurrently with the merger.

The boards of directors of both Forum and ELMS have unanimously approved the proposed transaction, which is expected to be completed in the first quarter of 2021. Additional information about the merger will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors

Jefferies LLC is serving as exclusive financial advisor and White & Case LLP is serving as legal advisor to Forum. Jefferies LLC is serving as placement agent on the PIPE offering. Foley & Lardner LLP is serving as legal advisor to ELMS.

Investor Conference Call Information

ELMS and Forum will host a joint investor conference call to discuss the proposed transaction today, Friday, December 11, 2020 at 8:00 a.m. ET.

To listen to the prepared remarks via telephone dial 1-877-407-9039 (U.S.) or 1-201-689-8470 (International) and an operator will assist you. A live webcast and replay of the call will be available here and can also be accessed at www.electriclastmile.com under the “Investors” tab.

About ELMS

ELMS is focused on redefining the last mile market with a vertically-integrated approach to designing, manufacturing and customizing electric, connected last mile delivery vehicles. ELMS will provide customers with sustainable and cost-effective vehicle solutions to run their businesses. The company is headquartered in Auburn Hills, Michigan. For more, visit: www.electriclastmile.com

About Forum Merger III Corporation

Forum Merger III Corporation (NASDAQ: FIII) is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Forum’s mandate was to consider an initial business combination target in any business or industry and it focused its search on companies with an aggregate enterprise value of approximately $500 million to $2 billion that are based in the United States. The Company is led by Co-Chief Executive Officers Marshall Kiev and David Boris. For more, visit: https://forummerger.com/

Important Information About the Business Combination and Where to Find It

In connection with the business combination, Forum intends to file a preliminary proxy statement. Forum will mail a definitive proxy statement and other relevant documents to its stockholders. Forum’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about Forum, ELMS and the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to stockholders of Forum as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860.

Participants in the Solicitation

Forum and its directors and executive officers may be deemed participants in the solicitation of proxies from Forum’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Forum is contained in Forum’s Registration Statement on Form S-1/A, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination when available.

ELMS and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Forum in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in the proxy statement for the business combination when available.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forum and ELMS’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Forum’s and ELMS’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination, the size, demands and growth potential of the markets for ELMS’s products and ELMS’s ability to serve those markets, ELMS’s ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, ELMS’s ability to attract and retain customers, the estimated go to market timing and cost for ELMS’s products, the implied valuation of ELMS and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Forum’s and ELMS’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger relating to the business combination (the “Merger Agreement”) or could otherwise cause the business combination to fail to close; (2) the inability of ELMS to (x) execute transaction agreements with SF Motors, Inc. (d/b/a SERES) that are in form and substance acceptable to Forum (at Forum’s sole discretion), (y) acquire a leasehold interest or fee simple title to the Indiana manufacturing facility or (z) secure key intellectual property rights related to its proposed business; (3) the outcome of any legal proceedings that may be instituted against Forum or ELMS following the announcement of the business combination; (4) the inability to complete the business combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; (6) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the business combination; (7) the risk that the announcement and consummation of the business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of COVID-19 on the combined company’s business; and (13) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the business combination, including those under the “Risk Factors” section therein, and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum considers immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive. Forum cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMS is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future are contingent upon the closing of the proposed business combination. The consummation of the business combination is subject to, among other conditions, (i) the execution and effectiveness of transaction agreements by ELMS with SF Motors, Inc. (d/b/a SERES) that are each in form and substance acceptable to Forum (at Forum’s sole discretion), (ii) the acquisition by ELMS of a leasehold interest or fee simple title to the Indiana manufacturing facility prior to the business combination, and (iii) the securing by ELMS of key intellectual property rights related to its proposed business (the “Carveout Transaction”). All statements herein regarding ELMS’s anticipated business assume the satisfaction of the Carveout Transaction. Forum does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

[email protected]

[email protected]

[email protected]

KEYWORDS: Michigan United States North America

INDUSTRY KEYWORDS: Other Energy Finance Energy Alternative Vehicles/Fuels Automotive Professional Services Automotive Manufacturing Manufacturing

MEDIA: