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XL Fleet Expects its Largest Partner to Double Orders in 2021

Commercial Upfitter Farmbro Expects to Purchase and Install More Than 2,000 XL Systems in 2021

XL Recognizes Farmbro as its 2020 Sales and Installation Partner of the Year

BOSTON–(BUSINESS WIRE)–
XL Fleet (“XL” or the “Company”), a leader in vehicle electrification solutions for commercial and municipal fleets, today announced that Farmbro Inc. (“Farmbro”), an Ontario-based upfitting solutions service provider specializing in commercial and work vehicles, expects to double its sales volume from approximately 1,000 XL unit installations in 2020 to over 2,000 in 2021 to meet the increasing demand for fleet electrification in Canada. As part of its expanding partnership, XL Fleet is recognizing Farmbro as its Sales and Installation Partner of the Year for 2020.

Farmbro is a member of XL’s Sales and Installation Partner network, the Company’s comprehensive go-to-market channel for selling and installing the thousands of electrification systems it has deployed in fleet vehicles throughout North America. Farmbro installs XL’s hybrid electric drive systems on a wide range of vehicles and applications for its Canadian fleet customers, including Ford Transits and Ford E-450 step vans for applications including last mile delivery, emergency response, customer service and mass transit.

“Farmbro has been an exceptional partner for XL Fleet, as we have greatly expanded our reach into the Canadian fleet market over the past 18 months,” said Brian Piern, Vice President of Sales and Marketing at XL Fleet. “They have been an integral part of our continued growth and success, and an obvious choice to be recognized as our partner of the year. We look forward to continue ramping up our production volume with them in 2021 and beyond, as XL Fleet continues to expand its Canadian customer base, electrify new vehicles and enter new markets.”

“Demand in Canada for vehicle electrification has skyrocketed in recent years as both government and corporate initiatives on carbon reduction have become a priority for fleets,” said John Farmer, President of Farmbro. “Our partnership with XL Fleet has given us the unique opportunity to meet those demands for customers nationwide. The team at Farmbro appreciates this recognition and looks forward to expanding our partnership with XL Fleet.”

XL remains on track to complete its previously announced merger agreement with Pivotal Investment Corporation II (NYSE: PIC), a publicly traded special purpose acquisition company, in the fourth quarter of 2020. Upon closing, the combined company will be named XL Fleet Corp. and is expected to remain listed on the New York Stock Exchange under a new ticker symbol, “XL”.

About XL Fleet

XL Fleet is a leading provider of vehicle electrification solutions for commercial and municipal fleets in North America, with more than 130 million miles driven by customers such as The Coca-Cola Company, Verizon, Yale University and the City of Boston. XL’s hybrid and plug-in hybrid electric drive systems can increase fuel economy up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals while enhancing fleet operations. XL’s plug-in hybrid electric drive system was named one of TIME magazine’s best inventions of 2019.

For additional information, please visit www.xlfleet.com.

About Pivotal Investment Corporation II

Pivotal Investment Corporation II (NYSE: PIC) is a special purpose acquisition company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. On September 18, 2020, Pivotal announced that it had entered into a definitive merger agreement with XL Fleet. Upon closing, the combined company will be named XL Fleet and is expected to remain listed on the New York Stock Exchange under a new ticker symbol, “XL”. For additional information, please visit https://www.pivotalic.com/.

Important Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving Pivotal and XL. Pivotal filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus of Pivotal, and certain related documents, to be used at the meeting of shareholders to approve the proposed business combination and related matters. INVESTORS AND SECURITY HOLDERS OF PIVOTAL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XL, PIVOTAL AND THE BUSINESS COMBINATION. The definitive proxy statement will be mailed to shareholders of Pivotal as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.

The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Pivotal, XL and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of Pivotal in favor of the approval of the business combination and related matters. Shareholders may obtain more detailed information regarding the names, affiliations and interests of certain of Pivotal’s executive officers and directors in the solicitation by reading Pivotal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Pivotal’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 other jurisdiction.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release regarding XL Fleet’s new product offerings, the proposed business combination, including Pivotal’s ability to consummate the transaction, the anticipated timing of the closing of the business combination and benefits of the transaction, and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words “anticipates,” “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Pivotal’s Annual Report on Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I, Item 1A and in Pivotal’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Pivotal and XL believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Pivotal nor XL is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Pivotal has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Pivotal’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the parties’ ability to meet the closing conditions to the merger, including approval by stockholders of Pivotal and XL on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger or the PIPE Offering; failure to realize the benefits expected from the proposed transaction; the effects of pending and future legislation; risks related to disruption of management time from ongoing business operations due to the proposed transaction; business disruption following the transaction; other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; risks associated with XL’s business, including the highly competitive nature of XL’s business and the market for hybrid electric vehicles; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components necessary to support XL’s products and services; the introduction of new technologies; privacy and data protection laws, privacy or data breaches, or the loss of data; and the impact of the COVID-19 pandemic on XL’s business, results of operations, financial condition, regulatory compliance and customer experience.

Any financial 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 Pivotal’s and XL’s control. While all projections are necessarily speculative, Pivotal and XL 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 projections in this communication should not be regarded as an indication that Pivotal and XL, or their respective representatives and advisors, considered or consider the 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 Pivotal and is not intended to form the basis of an investment decision in Pivotal. All subsequent written and oral forward-looking statements concerning Pivotal and XL, the proposed transactions or other matters and attributable to Pivotal and XL or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005641/en/

For XL Fleet

Media:

Eric Foellmer

(617) 648-8551

[email protected]

Investors:

ICR, Inc.

[email protected]

For Pivotal Investment Corporation II

Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher

Gasthalter & Co.

(212) 257-4170

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Alternative Vehicles/Fuels Fleet Management Other Automotive General Automotive Automotive

MEDIA:

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CoreLogic Announces Appointment of Three New Directors to Board

IRVINE, Calif.–(BUSINESS WIRE)–
CoreLogic® (NYSE: CLGX), a leading global property data and analytics-driven solutions provider, today announced the appointment of W. Steve Albrecht, Wendy Lane, and Henry W. “Jay” Winship to its 12-member Board of Directors, filling three vacancies following the Special Meeting of the Company’s shareholders held last week.

“We warmly welcome Steve, Wendy and Jay to the Board,” said Chairman Paul Folino. “We look forward to working together to maximize value for CoreLogic shareholders, and conduct our strategic review process.”

New Directors

W. Steve Albrecht is currently the Gunnel Endowed Professor in the Marriott School of Management at Brigham Young University, where he was previously Associate Dean. He is a Certified Public Accountant, Certified Internal Auditor, and Certified Fraud Examiner. He currently serves as on the Board and as Chair of the Audit & Finance Committee of SkyWest, Inc. Previously he was Chairman of Cypress Semiconductor Corporation when it was acquired by Infineon Technologies AG for $10 billion and Director and Chair of the Audit Committee of RedHat, Inc. when it was acquired by IBM for $35 billion. Mr. Albrecht is a former President of the American Accounting Association and Association of Certified Fraud Examiners.

Wendy Lane has served as Chairman and Founder of Lane Holdings, Inc., an investment firm, since 1992. Previously, she was a Principal and Managing Director of Donaldson, Lufkin and Jenrette Securities. Ms. Lane has served on the Board and as Chairman of the Compensation Committee of Willis Tower Watson since 2016, including during its entry into a definitive agreement to combine with Aon plc. Her prior board experience includes, among others, MSCI, Inc., Laboratory Corporation of America (LabCorp), where she chaired the Audit and Compensation Committees, and UPM Kymmene Corporation.

Henry W. “Jay” Winship is the President and Founder of Pacific Point Capital, a real estate investment firm. Prior to founding Pacific Point Capital, Mr. Winship was a Principal, Senior Managing Director, and Investment Committee Member of Relational Investors LLC, a $6 billion investment fund. He is a Certified Public Accountant and Chartered Financial Analyst. Mr. Winship currently serves on the Board and as Chair of the Audit Committee of Bunge Limited. He was previously on the Board of Esterline Technologies Corporation.

About CoreLogic

CoreLogic (NYSE: CLGX), the leading provider of property insights and solutions, promotes a healthy housing market and thriving communities. Through its enhanced property data solutions, services and technologies, CoreLogic enables real estate professionals, financial institutions, insurance carriers, government agencies and other housing market participants to help millions of people find, buy and protect their homes. For more information, please visit www.corelogic.com.

Safe Harbor/Forward Looking Statements

Certain statements made in this press release are forward-looking statements within the meaning of the federal securities laws, including but not limited to those statements related to expected financial results and the near and long-term consequences of the unsolicited proposal we received from Senator Investment Group, LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”) on June 26, 2020, as revised on September 14, 2020 (the “Unsolicited Proposal”). Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include the risks and uncertainties set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K and Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the Securities and Exchange Commission. These risks and uncertainties include but are not limited to: any potential developments related to the Unsolicited Proposal; any impact resulting from COVID19; our ability to protect our information systems against data corruption, cyber-based attacks or network security breaches; limitations on our ability to repurchase our shares; changes in prices at which we are able to repurchase our shares; limitations on access to or increase in prices for data from external sources, including government and public record sources; systems interruptions that may impair the delivery of our products and services; changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our customers or us, including with respect to consumer financial services and the use of public records and consumer data; difficult conditions in the mortgage and consumer lending industries and the economy generally; uncertainties regarding the outcome of any discussions with third parties indicating an interest in acquiring CoreLogic; risks related to the outsourcing of services and international operations; our ability to realize the anticipated benefits of certain acquisitions and/or divestitures and the timing thereof; and impairments in our goodwill or other intangible assets. CoreLogic can offer no assurances that it will enter any transaction in the future or, if entered into, what the terms of any such transaction would be. The forward-looking statements speak only as of the date they are made. CoreLogic does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

CORELOGIC and the CoreLogic logo are trademarks of CoreLogic, Inc. and/or its subsidiaries. All other trademarks are the property of their respective owners.

CLGX-F

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005676/en/

Investors:

Dan Smith

703-610-5410

[email protected]

Media:

Sard Verbinnen & Co.

George Sard//Robin Weinberg/Devin Broda

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Banking Professional Services Human Resources Finance

MEDIA:

Posted on November 23, 2020 7:03 am

The Boston Globe Names Deciphera a Top Place to Work for 2020

The Boston Globe Names Deciphera a Top Place to Work for 2020

– Magazine honors the best employers in Massachusetts –

WALTHAM, Mass.–(BUSINESS WIRE)–
Deciphera Pharmaceuticals, Inc. (NASDAQ:DCPH), a commercial-stage biopharmaceutical company developing innovative medicines to improve the lives of people with cancer, has been named one of the ​Top Places to Work in Massachusetts in the 13th annual employee-based survey project from ​The Boston Globe. Deciphera was ranked as one of the top employers in the medium size category. The Top Places to Work 2020 issue published online at Globe.com/TopPlaces on November 19 and in ​Globe Magazine on November 22.

Top Places to Work recognizes the most admired workplaces in the state voted on by the people who know them best—their employees. The survey measures employee opinions about their company’s direction, execution, connection, management, work, pay and benefits, and engagement. The employers are placed into one of four groups based on employee size in Massachusetts: small, with 50 to 99 employees; medium, with 100 to 249; large, with 250 to 999; and largest, with 1,000 or more. This was the Company’s first year participating in the survey.

“We are honored to be recognized by The Boston Globe as one of the Top Places to Work in Massachusetts,” said Steve Hoerter, President and Chief Executive Officer of Deciphera Pharmaceuticals. “At Deciphera, we’re focused on cultivating a positive company culture, and I want to thank all the employees of Deciphera for their ongoing commitment to our values and for their dedication to delivering important new medicines to patients for the treatment of cancer.”

“This was a particularly challenging year to be a great place to work, and the companies that made our list went above and beyond to keep their employees safe, engaged, and cared for,” said Katie Johnston, the Globe’s Top Places to Work editor. “From offering help with childcare to making the workplace more equitable to holding virtual talent shows, these employers showed that the best get better in crisis.”

The rankings in ​Top Places to Work are based on confidential survey information collected by Energage (formerly WorkplaceDynamics), an independent company specializing in employee engagement and retention, from more than 80,000 individuals at 285 Massachusetts organizations. The winners share a few key traits, including offering progressive benefits, giving their employees a voice, and encouraging them to have some fun while they’re at work.​ For more information, visit Globe.com/TopPlaces.

About Deciphera Pharmaceuticals

Deciphera is a biopharmaceutical company focused on discovering, developing and commercializing important new medicines to improve the lives of people with cancer. We are leveraging our proprietary switch-control kinase inhibitor platform and deep expertise in kinase biology to develop a broad portfolio of innovative medicines. In addition to advancing multiple product candidates from our platform in clinical studies, QINLOCK is Deciphera’s FDA-approved switch-control kinase inhibitor for the treatment of fourth-line gastrointestinal stromal tumor (GIST). QINLOCK is also approved for fourth-line GIST in Canada and Australia. For more information, visit www.deciphera.com and follow us on LinkedIn and Twitter (@Deciphera).

About Boston Globe Media Partners LLC

Boston Globe Media Partners, LLC provides news and information, entertainment, opinion and analysis through its multimedia properties. BGMP includes The Boston Globe, Globe.com, Boston.com, STAT and Globe Direct.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005597/en/

Investor Relations:

Jen Robinson

Deciphera Pharmaceuticals, Inc.

[email protected]

781-906-1112

Media:

David Rosen

Argot Partners

[email protected]

212-600-1902

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Human Resources Publishing Oncology Health Communications Professional Services

MEDIA:

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AvePoint, the Largest Microsoft 365 Data Management Solutions Provider, Announces $2bn Merger

Transaction includes a fully committed PIPE of $140 mm anchored by top-tier investors

AvePoint co-founder and current CEO Tianyi (TJ) Jiang to lead the combined company

JERSEY CITY, N.J.–(BUSINESS WIRE)–
AvePoint, Inc. (“AvePoint” or the “Company”), the largest data management solutions provider for the Microsoft cloud, announced today that it has entered into a definitive business combination agreement with Apex Technology Acquisition Corporation (NASDAQ: APXT), a publicly traded special purpose acquisition company (“Apex”).

Upon closing the transaction, it is expected that the combined company will be named AvePoint and will remain a publicly traded company listed on the Nasdaq Stock Market under a new ticker symbol, “AVPT.” The combined company will be led by Dr. Tianyi Jiang, AvePoint’s co-founder and CEO, and AvePoint co-founder Kai Gong will serve as Executive Chairman.

Company Overview

AvePoint is a leading global Microsoft strategic cloud partner, with solutions that drive large and mid-market customers’ digital transformation journey in the Microsoft cloud.

From its origin of two coders in a Somerset, New Jersey library, AvePoint has grown to serve the largest software-as-a-service (“SaaS”) userbase in the Microsoft 365 ecosystem with more than 7 million cloud users as of September 30, 2020 and an estimated addressable market of $33 billion by 2022 according to IDC.

The Company sells directly to large and mid-market enterprises, and its solutions are also available to managed services providers on more than 100 cloud marketplaces globally.

AvePoint expects to generate approximately $148 million in total revenue for the year ending December 31, 2020, which would be an increase of approximately 26% over 2019 revenue.

Over its nearly 20 year history, AvePoint has been first to market with many digital collaboration technologies, such as SharePoint migration, automated Microsoft Teams management, and the ability to migrate Microsoft Teams/Slack chats into the target channel.

The Company launched another first-to-market product during COVID-19–a SaaS solution to provide sensitivity-based security insights and automated policy enforcement to prevent risky oversharing in Microsoft 365. More than half of AvePoint’s workforce are technologists, including the majority of the senior leadership team.

“AvePoint provides critical data management solutions that enable organizations to make their digital collaboration systems more productive, secure and compliant. The impact of COVID-19 and the growth of Microsoft’s cloud solutions, including Microsoft 365 and Microsoft Teams, have accelerated demand for our products. And we were growing prior to COVID-19 as well. We have achieved eight quarters of impressive growth. We have positive free cash flow and are in line with the key ‘Rule of 40’ SaaS industry growth metric,” said Dr. Jiang. “Going public now gives us the ability to meet this demand and scale up faster across product innovation, channel marketing, international markets, and customer success initiatives.”

Apex is led by former Oracle CFO Jeff Epstein and former Goldman Sachs Head of Technology Investment Banking Brad Koenig. Their combined experience includes more than 100 technology IPOs and mergers involving companies such as Microsoft, Oracle and Twilio.

Mr. Epstein will join AvePoint’s Board of Directors as a director and Mr. Koenig will join AvePoint’s Board of Directors as an observer.

“We are thrilled to partner with AvePoint to help thousands of customers protect and manage their Microsoft cloud investments; Microsoft cloud is sweeping through the world’s enterprises. AvePoint is well-positioned to take advantage of this,” said Mr. Epstein. “Of over 200 public cloud companies, AvePoint is one of only five with 2020 estimated revenue in the $150 million range, 2020 estimated year-over-year growth above 25%, and 2020 estimated EBIT Margin over 10%.”

Microsoft has seen its share of the productivity and collaboration market expand to 28% according to a 2020 IDC report. AvePoint is a five-time Global Microsoft Partner of the Year and boasts one of the largest Microsoft 365 development teams outside of Microsoft itself.

“AvePoint has partnered with Microsoft closely for nearly two decades in helping organizations maximize their Microsoft investments,” said Gavriella Schuster, Corporate Vice President, OneCommercial Partner, Microsoft. “AvePoint’s merger to become a public company demonstrates the power of Microsoft’s channel and the opportunity it provides our partners to flourish long-term.”

Transaction Overview

The transaction has been approved by the Board of Directors of Apex, as well as the Board of Directors of AvePoint, and is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of Apex and AvePoint and the receipt of any required regulatory approvals.

In addition to the approximately $352 million held in Apex’s trust account as of September 30, 2020, assuming no redemptions by Apex’s public stockholders, the combined company will benefit from $140 million in proceeds from a group of institutional investors participating in the transaction through a committed private investment (“PIPE”).

The transaction, valuing the combined company at an equity value of approximately $2 billion on a pro forma basis after giving effect to the PIPE and assuming minimal Apex stockholder redemptions, is expected to close in the first quarter of 2021. Upon completion of the proposed transaction, existing AvePoint shareholders are expected to own approximately 72% of the combined company, which is expected to have approximately $252 million of cash on the balance sheet assuming no redemptions by Apex’s public stockholders.

Sixth Street, the global investment firm which led a $200 million growth equity investment in AvePoint in 2019, will continue as a shareholder in the combined company.

Additional information about the proposed transaction, including a copy of the merger agreement, will be provided in a Current Report on Form 8-K and in Apex’s registration statement on Form S-4, which will include a document that serves as a prospectus and proxy statement of Apex, referred to as a proxy statement/prospectus, each of which will be filed by Apex with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors

Evercore Group L.L.C. (“Evercore”) is acting as financial advisor to AvePoint. Citigroup Global Markets Inc. (“Citi”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Evercore and Cowen Inc. are acting as capital markets advisors to AvePoint. William Blair & Company is acting as a financial advisor to Apex. Cantor Fitzgerald, L.P. is acting as a capital market advisor to Apex. Goldman Sachs, Citi and Evercore are acting as private placement agents to Apex. Cooley LLP is acting as legal counsel to AvePoint. Latham & Watkins LLP is acting as legal counsel to Apex. Goodwin Procter LLP is acting as legal counsel to the private placement agents.

Conference Call Information

AvePoint and Apex will host a joint investor conference call to discuss the transaction and review an investor presentation on November 23 at 12:30 pm ET. Register to attend: https://avept.it/liveqa

To listen to the prepared remarks via audio webcast, go to https://avept.it/invest

About AvePoint

AvePoint enables you to collaborate with confidence. Our data management solutions help our diverse, global customer base overcome complex transformation, governance, and compliance challenges in the Microsoft cloud. A five-time winner of the Global Microsoft Partner of the Year award, AvePoint offers the only full suite of SaaS solutions to migrate, manage and protect data in Microsoft 365. More than 7 million cloud users, including a quarter of the Fortune 500, rely on our solutions. Our SaaS solutions are also available to managed service providers, so they can better support and manage their small and mid-sized business customers. Our multi-tenant solutions are available from over a dozen distributors in more than 100 cloud marketplaces worldwide. Founded in 2001, AvePoint is headquartered in Jersey City, New Jersey. For more information, visit https://www.avepoint.com.

About Apex Technology Acquisition Corp.

Apex is a special purpose acquisition corporation led by co-CEOs Jeff Epstein, the former CFO of Oracle, and Brad Koenig, the former head of Goldman Sachs’ global technology investment banking team. For more information about Apex, visit https://apexacquisitioncorp.com/.

Non-GAAP Financial Measures

EBIT Margin is a non-GAAP measure. AvePoint believes this measure provides useful information to management and investors regarding AvePoint’s business and results of operations. Because EBIT Margin is a non-GAAP measure, however, it should not be considered as an alternative to, or more meaningful than, net income (loss) as a measure of operating performance or to cash flows from operating, investing or financing activities or as a measure of liquidity. We urge you to review AvePoint’s audited financial statements that will be filed with the SEC in Apex’s registration statement on Form S-4.

The guidance provided above is only an estimate. The Company is not readily able to provide a reconciliation of projected EBIT Margin to projected net income without unreasonable effort. Actual results will vary from the guidance and the variations may be material. The Company undertakes no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between AvePoint and Apex, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, future financial condition and performance of AvePoint and expected financial impacts of the transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the transaction, the PIPE transaction, the level of redemptions of Apex’s public shareholders and the products and markets and expected future performance and market opportunities of AvePoint. 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 press release, 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 Apex’s securities, (ii) the risk that the transaction may not be completed by Apex’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Apex, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the merger agreement by the shareholders of Apex, the satisfaction of the minimum trust account amount following any redemptions by Apex’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 inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on AvePoint’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of AvePoint, (ix) the outcome of any legal proceedings that may be instituted against AvePoint or against Apex related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of Apex’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which AvePoint operates, variations in operating performance across competitors, changes in laws and regulations affecting AvePoint’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns in the market and the technology industry, and (xiv) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. 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 the registration statement on Form S-4 above and discussed below and other documents filed by Apex from time to time with the SEC. 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 AvePoint and Apex 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 AvePoint nor Apex gives any assurance that either AvePoint or Apex, or the combined Company, will achieve its expectations.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination discussed herein. This communication also shall 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 the Securities Act, or an exemption therefrom.

Important Information for Investors and Stockholders

This press release relates to a proposed transaction between AvePoint and Apex. In connection with the proposed transaction, Apex intends to file a registration statement on Form S-4 with the SEC, which will also include a document that serves as a prospectus and proxy statement of Apex, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Apex shareholders. Apex will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Apex 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, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Apex through the website maintained by the SEC at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Apex and its directors and officers may be deemed participants in the solicitation of proxies of Apex’s stockholders in connection with the proposed transaction. Apex’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Apex in its Annual Report on Form 10-K for the year ended December 31, 2019, which has been filed with the SEC. Additional information will be available in the definitive proxy statement/prospectus when it becomes available.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005590/en/

Michael Segner

(703) 214-0522, [email protected]

Savior Kim

(214) 934-4016, [email protected]

KEYWORDS: New Jersey United States North America

INDUSTRY KEYWORDS: Professional Services Data Management Technology Other Technology Software Finance Networks

MEDIA:

Posted on November 23, 2020 7:03 am

Altice USA Announces Commencement of Tender Offer to Repurchase up to $2.5 Billion of Its Class A Common Stock

Altice USA Announces Commencement of Tender Offer to Repurchase up to $2.5 Billion of Its Class A Common Stock

NEW YORK–(BUSINESS WIRE)–
Altice USA, Inc. (NYSE: ATUS) (“Altice USA” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer to repurchase up to $2.5 billion of its Class A common stock at a price not greater than $36.00 per share nor less than $32.25 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal that are being distributed to stockholders (the “Offer”). If the Offer is fully subscribed, the number of shares to be purchased in the Offer represents approximately 19.6% to 21.9% of Altice USA’s issued and outstanding shares of Class A common stock (or approximately 12.8% to 14.3% of Altice USA’s total outstanding shares including both Class A and Class B common stock) as of November 19, 2020 depending on the purchase price payable for those shares pursuant to the Offer. The Offer represents a premium of approximately 0% to 12% to the NYSE closing price of the shares on November 20, 2020 of $32.27 per share.

With this Offer, Altice USA is increasing its buyback target for full year 2020 from ≥ $2.0 billion to approximately $5.0 billion. From October 1, 2020 to November 20, 2020, the Company repurchased 22,677,812 Class A shares pursuant to its share repurchase program at an average cost of $29.10 per share for approximately $660 million (a total amount of approximately $2.5 billion year-to-date). As a result of the Offer, the Company now expects its 2020 year-end net leverage for the CSC Holdings, LLC debt silo to be between 5.0x to 5.5x Adjusted EBITDA (on a L2QA basis). The Company expects to return to its net leverage target for CSC Holdings, LLC of 4.5x to 5.0x over time.

On November 20, 2020, the Altice USA Board of Directors increased the capacity under the Company’s existing share repurchase program from $5.0 billion to $7.0 billion in the aggregate of Class A shares to facilitate the Offer and any subsequent additional share repurchases (commencing at least ten business days following the expiration or termination of the Offer). As of November 23, 2020, the capacity under the Company’s upsized share repurchase program was approximately $4.3 billion, or approximately $1.8 billion after the assumed repurchase of $2.5 billion of Class A shares pursuant to the Offer.

The Offer will expire at one (1) minute after 11:59 p.m., New York City time, on Monday, December 21, 2020, unless extended by Altice USA. Tenders of shares must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration of the Offer. The Offer will not be conditioned upon any minimum number of shares being tendered; however, the Offer is subject to a number of terms and conditions described in the Offer to Purchase, including the closing of the Company’s sale of 49.99% of its Lightpath fiber enterprise business.

Tendering stockholders may specify a price not greater than $36.00 per share nor less than $32.25 per share (in increments of $0.25) at which they are willing to sell their shares pursuant to the Offer. On the terms and subject to the conditions of the Offer, the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $36.00 per share nor less than $32.25 per share, that will allow it to purchase shares having an aggregate purchase price of $2.5 billion, or a lower amount depending on the number of shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All shares acquired in the Offer will be acquired at the Final Purchase Price, including those shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $2.5 billion (based on the Final Purchase Price).

The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the expiration of the Offer period, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $36.00 per share, the Company would purchase 69,444,444 shares if the Offer is fully subscribed, which would represent approximately 12.8% of the total issued and outstanding shares of Class A and Class B Common Stock as of November 19, 2020. At the minimum Final Purchase Price of $32.25 per share, the Company would purchase 77,519,379 shares if the Offer is fully subscribed, which would represent approximately 14.3% of the total issued and outstanding shares of Class A and Class B Common Stock as of November 19, 2020.

Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. The Company reserves the right, in its sole discretion, to change the per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law. In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.

The Company intends to pay for the purchase of the shares with cash on hand, cash from operations and, to the extent necessary, borrowings under its revolving credit facility.

The Information Agent for the Offer is D.F. King & Co., Inc. The Depositary is American Stock Transfer & Trust Company, LLC. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of shares. For questions and information, please call the Information Agent toll free at 1-866-745-0271. Goldman Sachs & Co. LLC is acting as Financial Advisor to the Company in connection with the Offer.

Altice USA’s Board of Directors has approved the Offer. However, none of Altice USA, its Board of Directors, the Information Agent, the Depositary or the Financial Advisor is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares or as to the purchase price or the purchase prices at which shares may be tendered into the Offer. Stockholders must make their own decisions as to how many shares they will tender, if any, and at what price or prices to tender. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase and in the related Letter of Transmittal.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF CLASS A COMMON STOCK OF ALTICE USA, INC. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT ALTICE USA WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SEC. STOCKHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT ALTICE USA WILL SHORTLY BE FILING WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR BY CALLING D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER, TOLL-FREE AT 1-866-745-0271. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.

About Altice USA

Altice USA is one of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary content and advertising services to more than 5 million residential and business customers across 21 states through its Optimum and Suddenlink brands. The company operates a4, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions to local, regional and national businesses and advertising clients. Altice USA also offers hyper-local, national, international and business news through its News 12, Cheddar and i24NEWS networks.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “plan”, “project”, “should” or “will” or, in each case, their negative, or other variations or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To the extent that statements in this release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including risks referred to in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q. You are cautioned to not place undue reliance on Altice USA’s forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Altice USA specifically disclaims any obligation to publicly update or revise any forward-looking statement, as of any future date.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005605/en/

Altice USA Investor Relations

Nick Brown: +1 917 589 9983 / [email protected]

Cathy Yao: +1 347 668 8001 / [email protected]

Altice USA Communications

Lisa Anselmo: +1 516 279 9461 / [email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: TV and Radio Technology Marketing Advertising Entertainment Communications Telecommunications Networks Audio/Video Internet VoIP

MEDIA:

Posted on November 23, 2020 7:03 am

Colony Bankcorp Enters Northwest Georgia Market With Addition of Charles Bennett, Jr. as Senior Vice President, Commercial Banker

Colony Bankcorp Enters Northwest Georgia Market With Addition of Charles Bennett, Jr. as Senior Vice President, Commercial Banker

FITZGERALD, Ga.–(BUSINESS WIRE)–
Colony Bankcorp, Inc. (Nasdaq: CBAN) (“Colony” or the “Company”), the bank holding company for Colony Bank (the “Bank”), today announced its expansion into the Northwest Georgia market through the addition of Charles (“Buddy”) Bennett, Jr. as Senior Vice President, Commercial Banker for its Canton, Georgia, market. Bennett will report to Eddie Hoyle, Executive Vice President, Chief Banking Officer.

Bennett has over 30 years of banking experience in the Northwest Georgia market, having served the past 11 years as a Senior Vice President and Commercial Banker for Wells Fargo Bank in Cartersville, Georgia, where he managed the Bank’s commercial banking activities. Prior banking experience includes serving as President of Habersham Bank’s Cherokee market in Canton, Georgia; Senior Vice President, Commercial Banking Manager at Regions Bank in Rome, Georgia; and Vice President, Commercial Relationship Manager for First Union National Bank in Rome, Georgia.

Bennett received a Bachelor of Science in Biology and an MBA in Finance from the University of Texas at Arlington. He currently serves on the boards of the Community Criminal Justice Foundation as well as Junior Achievement of Northwest Georgia. Bennett has deep ties to the community, having served as an officer and/or board member for numerous civic groups, including Rotary Club, Boy Scouts, YMCA, and various Leadership groups. Bennett and his wife, Penny, are members of the Canton First Baptist Church, where Bennett serves as treasurer, chairman of the finance committee and as a deacon. His hobbies include hunting, fly fishing and kayaking.

Commenting on the announcement, Heath Fountain, President and Chief Executive Officer, said, “We are excited to enter the Northwest Georgia market with an experienced banker of Buddy’s caliber. This expansion represents an exciting opportunity for Colony. The Northwest Georgia market fits our strategic philosophy of operating in markets where we can compete against larger regional and national banks. Our ability to successfully compete with these larger banks is in large part due to our nimble expansion approach of hiring talented bankers, supporting them with the resources they need to be successful and bringing a unique community banking approach to customers.”

Eddie Hoyle, Executive Vice President and Chief Banking Officer, added, “We are excited to welcome Buddy to the Colony Bank family. He is an accomplished professional and proven leader whose commitment to serving the needs of the community and to building meaningful business relationships have earned him a reputation as a trusted advisor. Bennett’s experience and knowledge will be a great benefit to Colony Bank and its customers.”

About Colony Bankcorp

Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in 1975 and headquartered in Fitzgerald, Georgia, Colony operates 33 locations throughout Georgia. The Homebuilder Finance Division helps the local construction industry with building and construction loans, and the Small Business Specialty Lending Division assists small businesses with government guaranteed loans. The Bank also helps its customers achieve their goal of home ownership through Colony Bank Mortgage. Colony’s common stock is traded on the NASDAQ Global Market under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on Facebook or on Twitter @colony_bank.

Forward-Looking Statements

This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the leadership of the Company or the future performance of the Company. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are no guarantees of future performance. Forward‑looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. You should not place undue reliance on such forward-looking statements. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances occurring after the issuance of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201123005594/en/

For additional information, contact:

T. Heath Fountain

President & CEO

(229) 426-6000 (Ext. 6012)

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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