News

$MTRX TransCanada Agreement on Power Generation Project

Financial outcome expected to be as forecasted during the Company’s FY 2017, Q3 Earnings Call

TULSA, Okla., July 27, 2017 — Matrix Service Company (Nasdaq:MTRX) announced today that its subsidiary, Matrix NAC, has reached agreement with its customer, TransCanada, to modify the execution strategy on a key project in the Electrical Infrastructure segment.

“TransCanada and Matrix NAC have worked diligently to modify the project execution strategy to assure the best possible schedule, most efficient cost outcome, and the highest levels of safety and quality,” said Matrix Service Company President and CEO, John R. Hewitt. “While Matrix NAC’s scope of work will be reduced as a result of this agreement, the forecasted financial outcome of the project is not expected to negatively impact the future earnings performance of the company.”

About Matrix Service Company

Founded in 1984, Matrix Service Company is parent to a family of companies that include Matrix Service, Matrix NAC, Matrix PDM Engineering and Matrix Applied Technologies. Our subsidiaries design, build and maintain infrastructure critical to North America’s energy, power and industrial markets. Matrix Service Company is headquartered in Tulsa, Oklahoma with subsidiary offices located throughout the United States and Canada, as well as Sydney, Australia and Seoul, South Korea.

The Company reports its financial results based on four key operating segments: Electrical Infrastructure, Storage Solutions, Oil Gas & Chemical and Industrial. To learn more about Matrix Service Company, visit matrixservicecompany.com

This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate,” “continues,” “expect,” “forecast,” “outlook,” “believe,” “estimate,” “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including those factors discussed in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company’s operations and its financial condition. We undertake no obligation to update information contained in this release.

For more information, please contact:

Matrix Service Company
Kevin S. Cavanah
Vice President and CFO
+1-918-838-8822
Email: kcavanah@matrixservicecompany.com
Thursday, July 27th, 2017 News Comments Off

$NAKD, Bendon Agreement to Acquire Frederick’s of Hollywood License

- To Accommodate Transaction, Naked and Bendon Amend Merger Agreement to Extend F-4 Registration Statement Filing Deadline and Anticipated Date for Completion of the Merger

Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative fashion and lifestyle brand, and Bendon Limited (“Bendon”), a global leader in intimate apparel and swimwear and Naked’s merger partner, announced today that Bendon has entered into an agreement to acquire full ownership of FOH Online Corp. (“FOH”), the exclusive licensee of the Frederick’s of Hollywood global online license. FOH was initially founded by and provided with funding from an affiliate of Bendon. Bendon has a Master Services Agreement with FOH, through which it helps manage the online brand in exchange for a management fee.

Naked, Bendon and Bendon Group Holdings Limited (“Holdco”) recently entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), under which both of Naked and Bendon will become wholly owned subsidiaries of Holdco, a newly formed Australian holding company.

As a result of the agreement between Bendon and FOH, Bendon will acquire all of the outstanding common stock of FOH in exchange for the forgiveness of debt owed by FOH to Bendon. As a result, Bendon will control FOH’s existing license to develop and sell online intimates products, sleepwear and loungewear products, swimwear and swimwear accessories and costumes products under the Fredrick’s of Hollywood name. As part of the transaction, Holdco will issue to FOH shares, which would have otherwise been issued to Bendon at the time of the merger. A substantial portion of these shares will be transferred to the affiliate of Bendon which initially funded FOH. The issuance of the Holdco shares is expected to have a minimal impact on the aggregate percentage of shares that Naked stockholders will hold in Holdco immediately following the closing of the business combination, while providing the shareholders with the benefit of being the Licensee of the “Frederick’s of Hollywood” License.

FOH sales for the trailing twelve months ended June 30, 2017, were approximately $18 million of direct to consumer e-commerce sales. FOH’s license has an initial term running through December 2020, with FOH having the right to renew the license 10 times for five year periods each.

Justin Davis-Rice, Executive Chairman of Bendon and Director of Naked, commented, “Frederick’s of Hollywood is an iconic lingerie brand with tremendous brand recognition that we believe will be an excellent complement to our portfolio. We believe the acquisition of this high growth e-commerce business provides a strong platform for the next phase of online growth for our business. We look forward to working closely with the Frederick’s of Hollywood team to create an exceptional offering for the brand’s loyal customers. In addition, we believe that there is great opportunity to leverage our well-established global wholesale and retail distribution channels as we look to further expand the Frederick’s of Hollywood brand throughout the United States. Overall, we are excited to bring the Frederick’s of Hollywood online business into the Bendon portfolio, and expect that this acquisition will enhance shareholder value for the combined Naked and Bendon business at closing and over the long-term.”

To accommodate the preparation of the financial and legal documentation related to the Frederick’s of Hollywood transaction, as well as the work required to incorporate information associated with the transaction, Naked and Bendon have entered into an amendment to the Merger Agreement. This will provide additional time to file the proxy statement/prospectus to be included in the registration statement on Form F-4 to be filed by Holdco related to the business combination with the Securities and Exchange Commission (“SEC”). The registration statement on Form F-4 containing the proxy statement/prospectus is now expected to be filed with the SEC on or before August 25, 2017, and the business combination is anticipated to be completed in the fourth quarter of 2017.

About Naked Brand Group Inc.:

Naked was founded on one basic desire – to create a new standard for how products worn close to the skin fit, feel, and function. Currently featuring an innovative and luxurious collection of innerwear products, the Company plans to expand into additional apparel and product categories that exemplify the mission of the brand, such as activewear, swimwear, sportswear and more. Naked’s women’s and men’s collections are available at www.wearnaked.com, as well as through some of the leading online retailers and department stores in North America, including Bloomingdale’s, Dillard’s, Soma, Saks Fifth Avenue, Amazon.com, and BareNecessities.com, among others. Renowned designer and sleepwear pioneer and Chief Executive Officer, Carole Hochman, leads Naked from its headquarters in New York City. http://www.nakedbrands.com/

About Bendon Limited:

Bendon is a global leader in intimate apparel and swimwear renowned for its best in category innovation in design, and technology and unwavering commitment to premium quality products throughout its 70-year history. Bendon has a portfolio of 10 highly productive brands, including owned brands Bendon, Bendon Man, Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and New Zealand) and Pleasure State, as well as licensed brands Heidi Klum Intimates and Swimwear and Stella McCartney Lingerie and Swimwear.

In October 2014 Bendon announced supermodel and television host Heidi Klum as the Creative Director and face of Bendon’s flagship Intimates collection, succeeding Elle Macpherson after 25 years with the brand. Bendon products are distributed through over 4,000 doors across 43 countries as well as through a growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland. Bendon’s global supply chain is one of its strongest assets, controlling sourcing, manufacturing and production at over 30 partner facilities across Asia. Bendon has more than 700 staff at offices and stores in Auckland, Sydney, New York, London and Hong Kong and is poised for continued meaningful growth as it opens additional retail stores and expands its current portfolio of products. http://www.bendongroup.com/

Additional Information and Where to Find It

Naked and Holdco intend to file relevant materials with the SEC, including a registration statement on Form F-4 to be filed by Holdco that will include a proxy statement of Naked that also constitutes a prospectus of Holdco and a definitive proxy statement/prospectus (when they become available) will be sent to Naked. The proxy statement/prospectus will be mailed to stockholders of Naked as of a record date to be established for voting on the proposed business combination. Such documents are not currently available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS COMBINATION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NAKED, BENDON AND HOLDCO AND THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other relevant materials containing important information about Naked, Bendon and Holdco once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Naked or Holdco when and if available, can be obtained free of charge on Naked’s website under the Investor Relations section at http://www.nakedbrands.com or by directing a written request to Naked Brand Group Inc., 10th Floor – 95 Madison Avenue, New York, NY 10016, Attention: Investor Relations; and/or on Bendon’s website at www.bendongroup.com or by directing a written request to Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand or by emailing lucy.martyn@bendon.com.

Participants in the Solicitation

This is not a solicitation of a proxy from any investor or security holder. Naked and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Naked’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Naked’s directors and officers in Naked’s filings with the SEC. Additional information regarding the directors and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2017. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Naked’s shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available.

No Offer or Solicitation

This communication shall neither 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this communication, other than purely historical information, including estimates, projections and statements relating to Naked’s or Bendon’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this communication regarding strategy, future operations, future transactions, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements: express or implied regarding future financial performance, the effects of Naked’s and Bendon’s business models, the effects of the of the proposed business combination, the transactions contemplated thereby or any other actions to be taken in connection therewith; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed business combination; Holdco’s anticipated listing on the NASDAQ Capital Market or the NYSE in connection with the closing of the proposed business combination; expectations regarding the capitalization, resources and ownership structure of Holdco; the adequacy of Holdco’s capital to support its future operations; Naked’s and Bendon’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; Bendon’s acquisition of the FOH licenses and potential benefits of the Frederick’s of Hollywood global online licenses; the timing of the filing of the proxy statement/prospectus and completion of the proposed business combination; the executive and board structure of Holdco; and expectations regarding voting by Naked’s stockholders. Naked, Bendon and/or Holdco may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed business combination through the process being conducted by Naked, Holdco and Bendon, the ability of Naked, Holdco and Bendon to consummate the transaction contemplated by the Merger Agreement, the risk that one or more of the conditions to closing contained in the Merger Agreement may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the SEC or the listing of Holdco’s ordinary shares on the NASDAQ Capital Market or the NYSE, the lack of a public market for ordinary shares of Holdco and the possibility that a market for such shares may not develop, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected synergies or savings from the proposed business combination in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement or closing of the proposed business combination on customer, supplier, employee and other relationships. Naked disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.

 

Investors:
ICR
Jean Fontana/Megan Crudele, 646-277-1200
jean.fontana@icrinc.com
or
Media:
ICR
Alecia Pulman/Brittany Fraser, 203-682-8200
NakedBrandsPR@icrinc.com

Thursday, July 27th, 2017 News Comments Off

$CAPR Results of FDA Meeting on CAP-1002 in DMD

Delineation of Proposed Clinical Development Plan

LOS ANGELES, July 27, 2017 – Capricor Therapeutics, Inc. (NASDAQ: CAPR), a biotechnology company developing biological therapies for Duchenne muscular dystrophy (DMD) and other rare diseases, today announced that it has received official minutes of the meeting held recently between the U.S. Food and Drug Administration (FDA) and Capricor to discuss the development of intravenous CAP-1002 (allogeneic cardiosphere-derived cells) for the treatment of Duchenne muscular dystrophy (DMD).

The minutes indicate:

  • the FDA’s willingness to accept Capricor’s proposal to use the Performance of the Upper Limb (PUL), an outcomes instrument that was specifically designed to assess upper limb function in ambulant and non-ambulant patients with DMD, as the basis for the primary efficacy endpoint for clinical studies intended to provide substantial evidence of effectiveness of CAP-1002 in support of a Biologics License Application (BLA); and,
  • the sufficiency of the existing nonclinical safety and efficacy database to support submission of an Investigational New Drug application (IND) to clinically evaluate repeat intravenous administration of CAP-1002.

Capricor has reported positive six-month results from the ongoing randomized Phase I/II HOPE-Duchenne clinical trial of CAP-1002) in 25 boys and young men with DMD, in which patients treated with CAP-1002 demonstrated statistically-significant improvement compared to usual care control in certain measures of upper limb function as assessed by the PUL, as well as in certain cardiac functional measures. CAP-1002 was generally safe and well-tolerated over the initial six-month follow-up period.

“The FDA’s response to our proposed clinical development plan supports our near-term objective of submitting an IND for intravenous CAP-1002 as well as provides us with clarity on a path to potential product registration,” said Linda Marbán, Ph.D., president and chief executive officer of Capricor. “We look forward to commencing a randomized, double-blind, placebo-controlled Phase II clinical trial of intravenous, repeat-dose CAP-1002 in boys and young men with DMD in the second half of 2017, subject to regulatory approval.”

“The cells in CAP-1002 release exosomes that are immunomodulatory and exert anti-inflammatory, anti-fibrotic, and anti-apoptotic effects. By ameliorating the myocyte damage induced by dystrophin mutations, our product has been demonstrated to preserve and improve the structure and function of dystrophic skeletal muscle. Its differentiated mechanism of action supports its potential to be a standalone therapy as well as an adjunct to dystrophin-modulating agents,” added Dr. Marbán.

About CAP-1002

CAP-1002 consists of allogeneic cardiosphere-derived cells, or CDCs, a type of progenitor cell that has been shown to exert potent immuno-modulatory activity. CDCs have been the subject of over 100 peer-reviewed scientific publications and have been administered to approximately 140 human subjects across several clinical trials.

About Duchenne Muscular Dystrophy

DMD is a genetic disorder characterized by progressive muscle degeneration and weakness. It is caused by an abnormality in the dystrophin complex, a structural element that plays a critical role in muscle fiber integrity, which leads to chronic muscle damage. Patients with DMD typically die in their twenties, most commonly due to heart disease. The incidence of DMD is estimated to be one in every 3,600 live male births, and DMD is believed to afflict approximately 15,000 to 20,000 boys and young men in the U.S.

About Capricor Therapeutics

Capricor Therapeutics, Inc. (NASDAQ: CAPR) is a clinical-stage biotechnology company developing first-in-class biological therapies. Capricor’s lead candidate, CAP-1002, is a cell-based candidate currently in clinical development for the treatment of Duchenne muscular dystrophy. Capricor is also exploring the potential of CAP-2003, a cell-free, exosome-based candidate, to treat a variety of disorders. For more information, visit www.capricor.com.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release regarding the efficacy, safety, and intended utilization of Capricor’s product candidates; the initiation, conduct, size, timing and results of discovery efforts and clinical trials; the pace of enrollment of clinical trials; plans regarding regulatory filings, future research and clinical trials; the timing of regulatory approvals; plans regarding current and future collaborative activities and the ownership of commercial rights; scope, duration, validity and enforceability of intellectual property rights; future royalty streams, expectations with respect to the expected use of proceeds from the recently completed offerings and the anticipated effects of the offerings, and any other statements about Capricor’s management team’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “could,” “anticipates,” “expects,” “estimates,” “should,” “target,” “will,” “would” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements. More information about these and other risks that may impact Capricor’s business is set forth in Capricor’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 16, 2017, in its Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on September 28, 2015, together with prospectus supplements thereto, and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 15, 2017. All forward-looking statements in this press release are based on information available to Capricor as of the date hereof, and Capricor assumes no obligation to update these forward-looking statements.

CAP-1002 is an Investigational New Drug and is not approved for any indications. Capricor’s exosomes technology, including CAP-2003, has not yet been approved for clinical investigation.

For more information, please contact:
AJ Bergmann, Vice President of Finance
+1-310-358-3200
abergmann@capricor.com

Thursday, July 27th, 2017 News Comments Off

$SHOR to be Acquired by $MITL

Consolidation accelerates Mitel’s move to high-growth UCaaS market

  • Accelerates Mitel’s path to growth 
  • Delivers attractive shareholder value with $60 million in expected synergies
  • Moves Mitel into a #2 position in UCaaS market
  • Expected to be accretive in the first year

OTTAWA and SUNNYVALE, Calif., July 27, 2017 (GLOBE NEWSWIRE) — Mitel (Nasdaq:MITL) (TSX:MNW) and ShoreTel (Nasdaq:SHOR) today announced that they have entered into a definitive merger agreement pursuant to which Mitel will acquire 100% of the outstanding shares of ShoreTel common stock in an all-cash transaction at a price of $7.50 per share, or a total equity value of approximately $530 million and a total enterprise value of approximately $430 million. The purchase price represents a 28% premium to ShoreTel’s closing share price on July 26, 2017.

Stronger together as a global market leader in the rapidly growing UCaaS market

Continuing to deliver its move-to-the-cloud strategy, with this transaction Mitel is accelerating on a growth path by investing further and faster into the UCaaS (Unified Communications as a Service) market as digital transformation accelerates customer demand for cloud-based solutions globally. The combined company will be the #2 player in the UCaaS market, creating a supplier with the scale and technical capabilities to enable customers with new cloud-based solutions and applications.

The combined company will be headquartered in Ottawa, Canada, and will operate as Mitel. Rich McBee, Mitel’s Chief Executive Officer, will lead the combined organization. Steve Spooner, Mitel’s Chief Financial Officer, will also continue in that role.

“This is a very natural combination that enables us to continue to consolidate the industry and take advantage of cost synergy opportunities while adding new technologies and significant cloud growth to our business,” said Mitel CEO, Rich McBee. “Together, Mitel and ShoreTel will be able to take customers to the cloud faster with full-featured, cloud-based communications and applications.”

Uniquely qualified to take customers and partners to the cloud

Together, the combined company will have approximately 3,200 channel partners and an industry-leading portfolio of communications and collaboration solutions. Mitel and ShoreTel are committed to providing continued support and an attractive path forward for all customers and partners – cloud and premise. On closing of the proposed transaction, the combined company will have a global workforce of approximately 4,200 employees.

“With the announcement today, this concludes our comprehensive review of strategic alternatives by delivering a significant cash premium for our shareholders,” said Don Joos, CEO of ShoreTel. “Customers are clearly moving to the cloud at a rapid pace. The combination of Mitel and ShoreTel creates a new UCaaS market leader with a differentiated strategy and solution, and a clear migration path so that no customer is left behind or will have to abandon what they already have to cloud-enable their organization.”

Once the transaction is complete, Mitel will be uniquely positioned to offer all customers the advantages of cloud-based communications. For enterprise customers, ShoreTel’s solutions will strengthen Mitel’s ability to cloud-enable customers with existing premise or mixed estate deployments, creating the technical foundation needed for delivery of next-generation cloud applications.

Size, scale and financial foundation to drive growth

Financial highlights of the transaction include:

  • Combined sales of $1.3 billion*
  • Increases Mitel’s total recurring revenue to 39% of total revenue*
  • More than doubles Mitel’s UCaaS revenue to $263 million*
  • Significant synergy opportunity targeted at $60M in annual run rate spend expected to be achieved over two years
  • Expected to be accretive to non-GAAP EPS in the first year

*based on trailing twelve months combined to March 31, 2017

Transaction Details

The transaction will be completed through a cash tender offer for all of the outstanding shares of ShoreTel common stock, followed by a merger, which will not require approval of ShoreTel’s stockholders, in which remaining shares of ShoreTel common stock will be converted into the right to receive the same $7.50 cash per share price paid in the tender offer.  ShoreTel’s Board of Directors has recommended that ShoreTel stockholders tender their shares in the offer. In connection with the execution of the merger agreement, ShoreTel’s directors and executive officers, have entered into tender support agreements with Mitel pursuant to which they have agreed to tender their shares to Mitel’s offer.

Mitel intends to finance the consideration for the acquisition and associated transaction expenses using a combination of cash on hand from the combined business, drawings on its existing revolving credit facility and proceeds from a new fully underwritten $300 million term loan maturing in 2023.  The existing term loan and revolving credit facility will remain in place, with the Company having already obtained the requisite majority consent to certain amendments which accommodate the acquisition and the incremental financing. BMO Capital Markets is leading the new term loan facility with Citizens Bank, N.A., HSBC Bank Canada and Canadian Imperial Bank of Commerce serving as Joint Lead Arrangers and Joint Bookrunners.  Citizens Bank, N.A., lead on the existing amended facilities, will act as administrative agent for these and the new term loan.  EA Markets LLC provided Mitel with independent advisory and transaction services in conjunction with the arrangement and structuring of the new financing.

The transaction is expected to be completed in the third quarter of 2017, subject to ShoreTel stockholders having tendered shares representing more than 50% of the outstanding shares of ShoreTel common stock, certain regulatory approvals having been obtained and other customary conditions to the tender offer having been satisfied.

Jefferies LLC is serving as financial advisor to Mitel, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to Mitel and Osler, Hoskin & Harcourt LLP is serving as legal advisor to Mitel in connection with the financing.  J.P. Morgan Securities LLC is serving as financial advisor to ShoreTel and Fenwick & West LLP is serving as legal advisor to ShoreTel.

Conference Call Information

Mitel is hosting an investor conference call and live webcast today, Thursday, July 27, 2017 at 8:30 a.m. ET (5:30 a.m. PT) to discuss this announcement, as well as its financial results for the second quarter ended June 30, 2017. To access the conference call, dial 888-734-0328. Callers outside the U.S. and Canada should dial 678-894-3054. The live webcast will be accessible on Mitel’s investor relations website at www.mitel.com.  It will be archived and is expected to be available on this site for replay on or about Friday, July 28, 2017 after 12:00 p.m. ET. We have also provided a slide deck to supplement comments made specific to this transaction as well as to help illustrate our financial results.  It has been posted on www.mitel.com.  Our Form 10-Q is expected to be filed with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on July 27, 2017 and will include our complete financial results for the quarter ended June 30, 2017.

Important Information for Investors

The tender offer for the outstanding shares of ShoreTel common stock referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ShoreTel common stock, nor is it a substitute for the tender offer materials that Mitel and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the offer is commenced, Mitel and its acquisition subsidiary will file tender offer materials on Schedule TO, and ShoreTel will thereafter file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of ShoreTel common stock are urged to read these documents when they become available because they will contain important information that holders of ShoreTel common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of ShoreTel common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Copies of these documents will also be made available free of charge on Mitel’s website at investor.Mitel.com or by contacting Mitel’s Investor Relations Department at 469-574-8134. Copies of the documents filed with the SEC by ShoreTel will be available free of charge on ShoreTel’s website at ir.ShoreTel.com or by contacting ShoreTel’s Investor Relations Department at (408) 962-2573. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Mitel and ShoreTel file annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by Mitel or ShoreTel at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Mitel’s and ShoreTel’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Non-GAAP Financial Measures

In an effort to provide investors with additional information regarding Mitel’s results as determined by generally accepted accounting principles (GAAP), Mitel also discusses, in its press releases and presentation materials, non-GAAP information which Mitel’s management believes provides useful information to investors, including Adjusted EBITDA, non-GAAP net income, non-GAAP EPS (earnings per share) or non-GAAP net income per common share and Constant Currency. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. We use these non-GAAP financial measures to assist management and investors in understanding our past financial performance and prospects for the future, including changes in our operating results, trends and marketplace performance, exclusive of unusual events and other factors which do not directly affect what we consider to be our core operating performance. Non-GAAP measures are among the primary indicators management uses as a basis for our planning and forecasting of future periods. Investors are cautioned that non-GAAP financial measures should not be relied upon as a substitute for financial measures prepared in accordance with U.S. generally accepted accounting principles. Mitel provides a reconciliation between GAAP and non-GAAP financial information in our quarterly results announcements and in the supplemental slides used in conjunction with Mitel’s quarterly calls. This information is available on our website at www.mitel.com under the “Investor Relations” section http://investor.mitel.com/events.cfm.

Forward Looking Statements

Some of the statements in this press release are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. and Canadian securities laws. These include statements using the words believe, target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Mitel and ShoreTel and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to Mitel or ShoreTel, or persons acting on either of their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Mitel and ShoreTel and the ability to recognize the anticipated benefits from the proposed acquisition of ShoreTel (the “transaction”); the ability to obtain required regulatory approvals for the transaction, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the expected benefits of the transaction; the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the anticipated size of the markets and continued demand for Mitel and ShoreTel products and services; the impact of competitive products and pricing and disruption to Mitel’s and ShoreTel’s respective businesses that could result from the announcement of the transaction; access to available financing on a timely basis and on reasonable terms, including amending Mitel’s existing credit facilities to fund the cash portion of the consideration in connection with the transaction; the ability to recognize the anticipated benefits from the divestment of Mitel’s mobile division (“Mobile Division”); risks associated with the non-cash consideration received by Mitel in connection with the divestment of the Mobile Division; the impact to Mitel’s business that could result from the announcement of the divestment of the Mobile Division; Mitel’s ability to achieve or sustain profitability in the future; fluctuations in quarterly and annual revenues and operating results; fluctuations in foreign exchange rates; current and ongoing global economic instability, political unrest and related sanctions; intense competition; reliance on channel partners for a significant component of sales; dependence upon a small number of outside contract manufacturers to manufacture products; and, Mitel’s ability to successfully implement and achieve its business strategies, including its growth of the company through acquisitions and the integration of recently acquired businesses and realization of synergies, including the proposed acquisition of ShoreTel. Additional risks are described under the heading “Risk Factors” in Mitel’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC and Canadian securities regulatory authorities on March 1, 2017, in Mitel’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 to be filed with the SEC and Canadian securities regulatory authorities, and in ShoreTel’s Annual Report on Form 10-K for the year ended June 30, 2016 filed with the SEC on September 12, 2016. Forward-looking statements speak only as of the date they are made. Except as required by law, neither Mitel nor ShoreTel has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

About Mitel
A global market leader in enterprise communications powering more than two billion business connections, Mitel (Nasdaq:MITL) (TSX:MNW) helps businesses and service providers connect, collaborate and provide innovative services to their customers. Our innovation and communications experts serve more than 60 million business users in more than 100 countries. For more information, go to www.mitel.com and follow us on Twitter @Mitel.

Mitel is the registered trademark of Mitel Networks Corporation.

All other trademarks are the property of their respective owners.

MITL-F

About ShoreTel

ShoreTel (NASDAQ:SHOR) provides businesses worldwide with communication solutions that make interactions simple. From business phone systems, unified communications and contact center solutions to a fully hosted voice and SMS development platform, ShoreTel delivers unmatched flexibility and ease for companies looking to increase productivity and drive innovation. ShoreTel offers solutions in the cloud, onsite or a hybrid of both, giving customers the freedom to choose the best fit for their business needs now and in the future. Headquartered in Sunnyvale, Calif., ShoreTel has offices and partners worldwide. For more information, visit shoretel.com.

Mitel Contact Information:

Media
Camille Beasley
469-212-0433
camille.beasley@mitel.com

Investors
Michael McCarthy
469-574-8134
michael.mccarthy@mitel.com

Industry Analysts
Denise Hogberg
469-212-0434
denise.hogberg@mitel.com

ShoreTel Contact Information:

Investors:
Barry Hutton
(408) 962-2573
bhutton@shoretel.com

Media
Katie Kregel
(512) 551-7065
kkregel@shoretel.com
Thursday, July 27th, 2017 News Comments Off

$NETE PayOnline Adds iDEAL Support, Netherlands Most Popular Payment System

PayOnline enters Netherlands’ high-growth e-commerce market

MIAMI, FL–(Jul 26, 2017) – Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a global financial technology and value-added solutions group that supports electronic payments acceptance in an omni-channel environment spanning across point-of-sale (POS), e-commerce and mobile devices, today announces that its PayOnline subsidiary has expanded its payment acceptance to include iDEAL (https://www.ideal.nl/en/), a popular e-commerce payment system and market share leader in the Netherlands.

According to a recent e-commerce report by Thuiswinkel.org and the Ecommerce Foundation, the iDEAL payment system is the most a widely used method of online payments in the Netherlands, accounting for 54% of all Dutch online payments and over 220 million transactions, as of 2015. Furthermore, Dutch online spending in 2016 grew over 23% to exceed 20 billion euros, and approximately 95% of the country’s age 15+ population are shopping online. Entering this attractive market allows PayOnline to reach a wide audience and has the potential for increasing revenues.

With payment acceptance through iDEAL now available to PayOnline merchants registered in the European Union, PayOnline also plans to connect to similar European payment systems, such as SOFORT, which unites Internet shops, cloud providers for e-commerce, and banks in Germany, Austria, Switzerland, the Netherlands, Belgium, Poland, Hungary, Italy, Spain, France, Great Britain, Slovakia and the Czech Republic. These arrangements facilitated by PayOnline allow for greater consumer flexibility, adding expanded banking options with safe and secure payment transactions online.

About iDEAL
iDEAL is a method of payment that allows customers to make online payments directly through their bank. The banks participating in the iDEAL payment network are ABN AMRO, ASN Bank, bunq, Friesland Bank, ING Bank, Knab, Rabobank, RegioBank, SNS Bank, Triodos Bank and Van Lanschot. Since its inception in 2005 in Netherlands, iDEAL has processed more than 1 billion online payments. This payment method is supported in 100,000+ online stores and online services. The iDEAL brand has been among the Top-10 for some years among some of the most recognizable and indispensable companies in the Netherlands, and more than 60% of buyers prefer it to all other payment methods. Further information is available at www.ideal.nl/en/.

About Net Element
Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise (“SME”) in the US and selected emerging markets. In the US it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element’s strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Further information is available at www.netelement.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether the relationship with iDEAL will result in increased revenues or will be beneficial to the Company, whether PayOnline will be successful in connecting similar European payment systems such as SOFORT, whether Net Element can secure any additional financing and if such additional financing will be adequate to meet the Company’s objectives. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Contact:
Net Element, Inc.
media@netelement.com
+1 (786) 923-0502

Wednesday, July 26th, 2017 News Comments Off

$IGC Stands Out in Medical Cannabis w/ Robust Alzheimer’s Approach

July 25, 2017

NetworkNewsWire Editorial Coverage: Changes in public opinion regarding cannabis have greatly fueled the fire blazing under the red-hot state-legalized marijuana market. A recent Gallup poll shows that 60 percent of Americans now support the legalization of marijuana1, while another report shows that marijuana sales jumped an incredible 30 percent in North America in 2016 to reach $6.7 billion2. While many investors are looking to find profitable plays in this burgeoning market, continuing federal restrictions make medical marijuana one of the safest investment routes. Standout companies that present prime opportunities in this space include India Globalization Capital, Inc. (NYSE MKT: IGC) (IGC Profile), Cara Therapeutics, Inc. (NASDAQ: CARA), Zynerba Pharmaceuticals, Inc. (NASDAQ: ZYNE), Cannabis Science Inc. (OTC: CBIS) and Vitality Biopharma, Inc. (OTCQB: VBIO).

India Globalization Capital, Inc. (NYSE MKT: IGC) is currently readying four cannabinoid products for medical trials, including a potential blockbuster treatment for Alzheimer’s disease. Although there are about a dozen publicly traded cannabis pharmaceutical stocks currently on the market, IGC is the only one to have patent filings for a potential cannabis-based Alzheimer’s breakthrough. Compared to its peers, IGC’s market cap of just over $10.8 million begs the question of whether the value of this innovator is under pegged.  A look at the broader market and the company’s developments provide further insight.

Alzheimer’s, the most common cause of dementia among older adults is a chronic neurodegenerative disease that progressively destroys memory and cognitive skills. Alzheimer’s is the sixth-leading cause of death in the United States and will cost the nation an estimated $259 billion in 2017, according to information from the Alzheimer’s Association3. The breakthrough potential of IGC’s IGC-AD1 (Hyalolex), which targets the reduction of beta-amyloid buildup in Alzheimer’s patients and lessen some of Alzheimer’s worst symptoms, could be astronomical.

The accumulation of amyloid plaque on neurons in the brain is believed to be the major cause of Alzheimer’s disease. IGC recently acquired exclusive rights (http://nnw.fm/3QaWV) to its novel tetrahydrocannabinol (THC)-based treatment for Alzheimer’s from the University of South Florida, where research using an animal model showed the reversal of amyloid plaque buildup. The lead investigator at the university used cannabis extract on transgenic mice and discovered that the cannabis extract actually reversed beta-amyloid accumulation. What this indicates is a potential means of restoring memory function in Alzheimer’s patients—a game-changing development indeed!  IGC expects to begin human trials this year.

Under the definitive license agreement with the University of South Florida, IGC is the exclusive licensee of the patent filing “THC as a Potential Therapeutic Agent for Alzheimer’s Disease,” which claims the discovery of a new pathway in which low doses of THC bind to beta-amyloid plaques and prevent them from aggregating on neurons—the very process that is linked to causing cognitive decline in Alzheimer’s patients. This new pathway offers exciting potential in the treatment of Alzheimer’s, and, if the patent is granted and proven, IGC will own the rights to it. Acquisition of the patent additionally helps IGC protect its proprietary formulation of IGC-AD1.  The lead investigator at the University of South Florida now helping IGC was featured on CNN by Dr. Sanjay Gupta on the “Weed 3, The Marijuana Revolution,” available for viewing at www.igcinc.us

In addition to IGC-AD1, the company’s other cannabis-based products currently moving toward trials include Natrinol for the treatment of cachexia in AIDS and cancer patients; Serosapse, which addresses various Parkinson’s disease endpoints; and Caesafin, which employs combination therapy to alleviate seizures in dogs and cats. Other companies we have seen with this kind of cannabis based runaway potential, have market capitalizations between $25 million to $500 million as compared to IGC’s $10 million market cap.

When it comes to market value, the heavyweight of this group is clinical-stage biopharmaceutical company Cara Therapeutics, Inc. (NASDAQ: CARA), which has a market cap of $506.1 million. Focused on the development and commercialization of new chemical entities that are designed to alleviate pain and pruritus through the selective targeting of peripheral kappa opioid receptors, the company is developing a novel, proprietary class of product candidates that target the peripheral nervous system and have shown initial efficacy in patients with moderate to severe pain without creating many of the unwanted side effects that are typically associated with current pain therapeutics. The company’s CR701 candidate is a cannabinoid receptor agonist designed to reduce pain.

Perhaps most similar to IGC in terms of product candidates and an early-stage pipeline is Zynerba Pharmaceuticals, Inc. (NASDAQ: ZYNE), a clinical-stage pharmaceutical company engaged in developing innovative transdermal synthetic cannabinoid treatment for patients who have high unmet medical needs. As of July 18, Zynerba’s market cap stood at $251.7 million – a far cry above IGC’s market valuation. Zynerba’s development pipeline includes two lead product candidates that are being evaluated in five therapeutic indications. ZYN002 is the first and only synthetic CBD and has been formulated as a patent-protected permeation enhanced gel for transdermal delivery through the skin and into the body’s circulatory system. It is currently in phase 2 clinical development in patients with refractory epilepsy, osteoarthritis of the knee and Fragile X syndrome. The company’s ZYN001 is a pro-drug of THC that facilitates transdermal delivery through the skin and into the circulatory system by means of a patch. A phase 1 clinical program for ZYN001 commenced in the first half of 2017.

Another small-cap player – with a market cap of $120.2 million – is Cannabis Science, Inc. (OTC: CBIS), a company focused on developing cannabinoid-based medicines to provide innovative treatment options for unmet medical needs, with an immediate focus on treating cancer. The company is working with leading experts to develop, produce and commercialize novel therapeutic approaches to treat a variety of critical ailments, from cancer and infections to age-related illnesses and neurobehavioral disorders. The company’s current development programs include CS-TATI-1, which will be targeted at both newly diagnosed and treatment-experienced patients with drug-resistant HIV strains and those that are intolerant to current therapies; CS-S/BCC-1 for skin cancer; and CS-NEURO-1 for various neurobehavioral disorders, including ADHD and anxiety.

Vitality Biopharma, Inc. (OTCQB: VBIO), another medical marijuana company, is focused on applying the power of cannabinoids to treat serious neurological and inflammatory disorders and currently has a market cap of $40.2 million. VBIO is developing proprietary cannabinoid prodrug pharmaceuticals that are FDA- and DEA-compliant. The company believes oral cannabinoid pharmaceuticals can help the full therapeutic potential of cannabinoid medicines to be realized. Oral prodrugs allow for a regulatory strategy that has a lower risk and is similar to specialty pharmaceutical development. VBIO is leveraging existing clinical studies that demonstrate the efficacy of cannabinoids in treating inflammatory bowel disease, Nijmegen breakage syndrome (NBS), multiple sclerosis, neuropathic pain and other disease indications. The company has developed a new class of cannabinoid prodrugs called cannabosides that can be targeted and limited to the body’s gastrointestinal tract to prevent drug psychoactivity and unanticipated side effects.

The spectrum of market value for these cannabis-based pharmaceutical players’ swings across the board, and India Globalization Capital has several aspects that may warrant a higher valuation. While each of the above-named companies present an opportunity to invest in the rapidly advancing medical cannabis space, investors looking for an entry point through an undervalued company may want to take a closer look at India Globalization Capital, Inc. (NYSE: IGC).

Editorial Sources:
(1) Gallup http://nnw.fm/CPS7h
(2) Arcview http://nnw.fm/zE44Q
(3) Alzheimer’s Association http://nnw.fm/LpC8P

For more information on India Globalization Capital, please visit: India Globalization Capital (IGC)  or http://www.igcinc.us

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Tuesday, July 25th, 2017 News Comments Off