Archive for October, 2016
$FVE 10M Share, $3.45/share #TenderOffer by #SeniorStar
Will Request the FVE Board to Waive the Same Ownership Restrictions for Senior Star That the Board has Recently Waived for the Portnoy’s Urges FVE Shareholders to Take No Action in Response to the Tender Offer Commenced by Portnoy-Controlled Entity
TULSA, Okla., Oct. 13, 2016 — Senior Star Management Company (“Senior Star”) today issued a statement in response to the $3.00 per share tender offer for up to 10,000,000 shares of Five Star Quality Care, Inc. (NASDAQ: FVE) (“FVE” or the “Company”) commenced on October 6, 2016 by ABP Acquisition LLC, an entity controlled by Barry M. Portnoy and Adam D. Portnoy. Senior Star announced that it intends to commence a tender offer through an affiliated entity for up to 10,000,000 shares of the Company’s common stock in the coming days at a price of $3.45 per share in cash and urges FVE shareholders take no action at this time in response to the Portnoy’s inferior $3.00 per share offer.
Senior Star’s statement:
“We have closely monitored the recent events at Five Star relating to the $3.00 per share tender offer launched by an entity owned by Barry Portnoy and Adam Portnoy for up to 10,000,000 shares of the Company’s common stock. We are encouraged by the precedent set by Five Star’s independent Board members in waiving certain ownership restrictions and granting certain approvals in order to clear the way for the Portnoy’s tender offer.
In the coming days, Senior Star will be commencing a tender offer through an affiliated entity to acquire up to 10,000,000 shares of FVE’s common stock at a price of $3.45 per share in cash. Senior Star’s interests are truly aligned with the interests of all shareholders in providing fair value for any shareholders who may be seeking liquidity for their investment, on the one hand, while continuing to seek to take steps to improve the Company’s corporate governance and strategic direction to drive shareholder value creation for long-term holders, on the other hand. We expect Five Star’s independent directors to work with us in good faith to take whatever steps may be necessary for Senior Star to be granted similar exceptions and approvals that may be required for us to complete our offer.”
William F. Thomas and Robert D. Thomas, co-founders of Senior Star Management Company, and certain donor-advised charitable funds, collectively may be deemed to beneficially own approximately 3.36 million shares of Five Star Quality Care, Inc., or approximately 6.8% of the shares outstanding.
Headquartered in Tulsa, Oklahoma, Senior Star provides independent living, assisted living, memory care, nursing care, and home health services through its 2,200 units in 14 communities located in six states.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY FVE’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT SENIOR STAR INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. FVE SHAREHOLDERS SHOULD READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING SENIOR STAR WHEN THEY BECOME AVAILABLE.
Forward-Looking Information
This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about beliefs or expectations, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “plan,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” or similar statements or variations of such terms. Forward-looking statements are based on a series of expectations, assumptions, and projections; are not guarantees of future results or performance; and may involve risks and uncertainty. All forward-looking statements are as of the date of this release only; Senior Star undertakes no obligation to update or review any forward-looking statements. Senior Star can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. You are urged to carefully consider all such factors.
Investor Contact:
Matthew Clifton, (918) 592-4400
$TLND Announces Strategic #BigData Partnership with #TSystems
Collaboration with Deutsche Telekom Subsidiary Unites Big Data Integration with Robust Cloud Services
Talend (NASDAQ: TLND), a global leader in cloud and big data integration software, today announced a strategic partnership with T-Systems for the latter’s offerings in the area of Infrastructure-as-a-Service (IaaS). T-Systems, a German subsidiary of Deutsche Telekom, is using Talend Big Data Integration software to streamline the collection and cleansing of data from a broad range of sources as part of T-Systems’ Big Data platform services.
“We are very proud to be one of the few companies to be a strategic partner of T-Systems, a leading systems integrator in Germany,” says Harald Weimer, managing director of Talend Deutschland GmbH. “T-Systems is a leader in the field of cloud service providers and a key player in Germany in the area of cloud security.”
T-Systems’ Big Data Cloud platform is part of the company’s comprehensive cloud ecosystem. The platform is built on the Hadoop Distributed File System (HDFS), which it utilizes to integrate and aggregate large data volumes in several different formats. The HDFS framework is suitable for the acquisition, back-up, and processing of large volumes of unstructured information that are primarily generated from machine-to-machine communication, the Internet of Things, and digital networking.
“We decided to partner with Talend because their solution is the leading data integration product in big data in terms of capabilities and value,” clarifies Frank Strecker, SVP Global Cloud Computing & Partner Eco-Systems at T-Systems. “This way, we know that the data integration component of our Big Data Platform is being delivered by a leading technology partner.”
Talend Big Data Integration delivers high-scale, in-memory data processing using Hadoop and Spark that enables companies to turn increasing volumes of data into real-time decisions. It comes with an intuitive, drag-and-drop interface along with more than 900 pre-configured connectors to simplify the integration of multiple data sources and formats.
To learn more about Talend’s portfolio of cloud and big data integration solutions, visit www.talend.com.
Like this story? Tweet this: #BigData Integration @Talend becomes strategic component of @tsystemsde Cloud offering http://bit.ly/1NFMQ5l
About T-Systems
As one of the world’s leading ICT service providers, T-Systems offers integrated solutions for business customers. These solutions are based on global offerings for land line and mobile telephony, high-security data processing centers, a unique Cloud ecosystem comprising standardized platforms and global partnerships as well as top security – in accordance with customer demand for strict German data protection regulations. With locations in over 20 countries, 46,000 employees and an external turnover of 7.1 billion Euros (2015), T-Systems is THE partner for digital transformation. The portfolio offers, in addition to classic ICT avenues into the Cloud, need-based infrastructure, platforms and software from the Cloud as well as innovation projects for future fields such as Big Data, the Internet of things, machine to machine communication (M2M) and Industry 4.0.
About Talend
Talend (NASDAQ: TLND) is a next generation leader in cloud and big data integration software that helps companies become data driven by making data more accessible, improving its quality and quickly moving data where it’s needed for real-time decision making. By simplifying big data through these steps, Talend enables companies to act with insight based on accurate, real-time information about their business, customers, and industry. Talend’s innovative open-source solutions quickly and efficiently collect, prepare and combine data from a wide variety of sources allowing companies to optimize it for virtually any aspect of their business. Talend is headquartered in Redwood City, CA. For more information, please visit www.talend.com and follow us on Twitter: @Talend.
Talend
Siobhan Lyons, 202-431-9411
Sr. Manager, Corp. Communications
slyons@talend.com
or
Chris Taylor, 408-674-1238
VP, Corp. Communications
ctaylor@talend.com
$CTRV #CMX157 Demonstrates 99% Viral Load Reduction vs #Viread in #HBV
Study Achieves Proof of Concept for CMX157 in HBV Patients with Favorable Therapeutic Profile
EDISON, N.J., Oct. 13, 2016 — ContraVir Pharmaceuticals, Inc. (NASDAQ: CTRV), a biopharmaceutical company focused on the development and commercialization of targeted antiviral therapies, today reported positive interim data for CMX157, the Company’s highly potent prodrug of tenofovir, from its ongoing Phase 2a multiple ascending dose clinical study. The head-to-head study is the first evaluation of CMX157 in HBV patients, and directly compares CMX157 to tenofovir disoproxil fumarate (TDF, Gilead’s Viread®) in chronically infected hepatitis B (HBV) patients.
Patients successfully completed both 5 mg and 10 mg cohorts, and interim data reported below are from 10 HBV-infected patients who completed 14 days of once-a-day oral dosing of 25 mg of CMX157, and two HBV patients treated for 14 days of oral dosing with 300 mg TDF. The CMX157 treated patients showed an average 99% reduction in HBV viral load compared to baseline. Significantly, the observed antiviral activity for CMX157 is comparable to that observed in TDF-treated patients, but at 1/12th the dose (25 mg CMX157 vs. standard 300 mg TDF).
A key goal of this study was to monitor levels of active tenofovir in the blood, exposure to which is a key predictor of off-target side effects. Following oral dosing, levels of CMX157 and active tenofovir in the bloodstream are approximately dose proportional and similar both in chronic HBV patients as well as in an earlier healthy volunteer study. Notably, CMX157 does not appear to break down readily into active tenofovir in the blood (tenofovir: Cmax = 2.8 ng/mL; AUC = 34 ng*h/mL) in contrast to patients taking Viread® (tenofovir: Cmax 340 ng/mL, AUC 1910 ng*h/mL). The high levels of circulating tenofovir in subjects taking Viread® are consistent with results from earlier published clinical studies of Viread® in HIV and HBV patients. These results are significant considering that CMX157 achieved similar antiviral activity compared to Viread® while significantly reducing systemic tenofovir exposure.
Active tenofovir levels observed in blood following oral dosing of CMX157 are significantly below levels seen for Viread®-treated patients, regardless of dose used, which is consistent with CMX157 targeting the liver followed by activation of CMX157 specifically within the liver. This is further supported by the observation that viral load reductions with CMX157 are comparable to Viread® despite a significantly lower dose.
“We are pleased and excited with these clinical results, as they demonstrate CMX157’s great potential in our ongoing effort to develop a cure for HBV,” said James Sapirstein, CEO of ContraVir. “The significant viral load reduction and favorable safety at this low dose of CMX157 speaks to the unique liver-targeting mechanism of our drug, which concentrates the antiviral activity of tenofovir in the liver, enabling anti-HBV efficacy at lower doses and minimal drug exposure to other tissues. We believe, based on the data that are being generated, that CMX157 has great potential as a safe and highly potent backbone of combination therapy against HBV.”
Pharmacokinetic data observed for CMX157 to date in healthy and HBV-infected subjects are similar across the completed Phase 1b and ongoing Phase 2a studies, consistent with the prodrug’s site of action and anticipated improved safety profile. CMX157 was earlier found to be safe and well tolerated at daily oral doses of up to 100 mg in healthy volunteers and is presently demonstrating an excellent safety profile at 25 mg dose in the ongoing Phase 2a study in HBV patients. Upon completion of the 4-week dosing regimen and independent safety review, dose escalation is planned to continue at the 50 mg and 100 mg levels, respectively. Similarity of pharmacokinetic profiles observed for CMX157 in healthy and HBV-infected subjects strongly suggests that the remaining 50 mg and 100 mg doses of CMX157 in the ongoing Phase 2a study will also be safe and potentially even more active against HBV.
CMX157 Phase 2 Clinical Trial Design
The Phase 2a multiple ascending dose clinical trial is designed to enroll 60 treatment-naïve patients with chronic HBV infection, and to compare CMX157 to tenofovir disoproxil fumarate (TDF, Gilead’s Viread®). The sequential dose escalation format consists of 10 patients per cohort receiving four weeks of a once-daily dose of 5, 10, 25, 50 and 100 mg, respectively, of CMX157, plus two patients per cohort receiving 300 mg of TDF, the standard therapeutic dose of Viread®.
About CMX157
CMX157 is a highly potent analog of the successful antiviral drug tenofovir. Its novel liver-targeting structure results in decreased circulating levels of tenofovir, lowering systemic exposure and thereby reducing the potential for renal side effects. CMX157 previously completed a Phase 1b dose escalation clinical study conducted in healthy volunteers, in which participants were treated at doses up to 100 mg per day for 14 days, displaying an excellent safety, tolerability, and drug distribution profile. Based on CMX157’s best-in-class potential, ContraVir believes CMX157 can become the cornerstone of a curative combination therapy for hepatitis B.
About ContraVir Pharmaceuticals
ContraVir is a biopharmaceutical company focused on the development and commercialization of targeted antiviral therapies with a specific focus on developing a potentially curative therapy for hepatitis B virus (HBV). The Company is developing two novel anti-HBV compounds with complementary mechanisms of action: CMX157, a highly potent analog of the successful antiviral drug tenofovir currently in a Phase 2a clinical trial in HBV patients; and CRV431, a next generation cyclophilin inhibitor with a unique structure that increases its potency and selective index against HBV. ContraVir is also developing FV-100, an orally available nucleoside analogue prodrug for the treatment of herpes zoster, or shingles, in a Phase 3 clinical trial. In addition to direct antiviral activity, FV-100 previously demonstrated the potential to reduce the incidence of debilitating shingles-associated pain known as post-herpetic neuralgia (PHN) in a Phase 2 clinical study. For more information visit www.contravir.com.
Forward Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimated” and “intend,” among others. These forward-looking statements are based on ContraVir’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; uncertainties with respect to lengthy and expensive clinical trials, that results of earlier studies and trials may not be predictive of future trial results; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts and dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any drug candidates under development, there are significant risks in the development, regulatory approval, and commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be completed or successful, or that any product will receive regulatory approval for any indication or prove to be commercially successful. ContraVir does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in ContraVir’s Form 10-K for the year ended June 30, 2016, and other periodic reports filed with the Securities and Exchange Commission.
For further information, please contact:
Sharen Pyatetskaya
Director of Investor Relations
sp@contravir.com; (732) 902-4028
Tiberend Strategic Advisors, Inc.
Joshua Drumm, Ph.D. (investors)
jdrumm@tiberend.com; (212) 375-2664
Claire LaCagnina (media)
clacagnina@tiberend.com; (212) 375-2686
$EXPI Accelerates Its Already Significant #Growth Throughout #NorthAmerica #RealEstate Market
More Than 1,000 Real Estate Professionals Have Joined Since January 1, 2016, 151% Agent Growth Year Over Year Q3 vs Q3 2015
BELLINGHAM, WA–(October 13, 2016) – eXp World Holdings, Inc. (OTCQB: EXPI) today announced that eXp Realty, the Company’s real estate brokerage division, has grown its family of agents and brokers to more than 1,900 across 41 markets in the United States and Canada. The Company had 864 agents on January 1 of this year and had announced that it had reached 1,500 agents in early August.
At the end of the 3rd Quarter, eXp Realty had 1,816 agents vs 721 agents at the end of the 3rd quarter of 2015 representing a year over year growth in agent count of over 151%. Earlier today the company added its 1,900th agent. The company’s year to date growth is 118% with a goal of growing to in excess of 2,200 agents by year end.
“We are excited, not only by our growth, but by the quality of agents that are being attracted to eXp Realty. Increasingly throughout the year, eXp Realty has become the brokerage of choice for top producing agents and teams, and for brokerage owners looking to increase profits, achieve scalable growth, and deliver the opportunity of ownership to the agents in their organization,” said eXp Realty CEO, Jason Gesing. “Our agents are entrepreneurial, high-achieving professionals who recognize agent ownership as a fundamental shift in the relationship between the agent and the brokerage. The Company is excited about its current growth trajectory and is committed to continuing to offer a value proposition that is so compelling that it would be professionally irresponsible for a real estate professional to affiliate elsewhere.”
The announcement follows the company’s Annual Convention which was held in San Antonio Texas and was attended by almost 1/3rd of the agents and brokers licensed with the company at the time.
Russ Cofano, President of eXp World Holdings, stated, “The growth of eXp Realty matches up well with the virtuous cycle of Learn, Sell, Earn and Own and the ‘Power of We.’ By synergistically aligning the goals of our agents and brokers through this virtuous cycle, together with the unique agent ownership structure that eXp Realty provides, we have uncovered a total value proposition which resonates with real estate professionals but to date, no firm had figured out how to implement. Our growth numbers clearly indicate that we have hit a sweet spot in the industry.”
eXp Realty launched in October of 2009 with an aggressive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals whom they attract into the Company. In 2013 the Company transitioned into being a public company and in 2014 its initiative of sharing equity with its agents and brokers catapulted it to an accelerated rate of growth and retention.
About eXp World Holdings, Inc.
eXp World Holdings, Inc. is the holding company for a number of companies most notably eXp Realty LLC, the Agent-Owned Cloud Brokerage® as a full-service real estate brokerage providing 24/7 access to collaborative tools, training, and socialization for real estate brokers and agents through its 3-D, fully-immersive, cloud office environment. eXp Realty, LLC and eXp Realty of Canada, Inc. also feature an aggressive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals who they attract into the Company. As a publicly-traded company, eXp World Holdings, Inc. uniquely offers professionals within its ranks opportunities to earn equity awards for production and contributions to overall company growth. For more information you can follow eXp World Holdings, Inc. on Twitter, LinkedIn, Facebook, YouTube, or visit eXpWorldHoldings.com. For eXp Realty please visit: eXpRealty.com.
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the Company’s expansion, revenue growth, operating results, financial performance and net income changes. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K.
Investor Relations Contact Information:
Glenn Sanford
Chairman & CEO
eXp World Holdings, Inc.
glenn@expworldholdings.com
360-389-2426
Media Contact Information:
Russ Cofano
President
eXp World Holdings, Inc.
russ.cofano@exprealty.com
573-825-0780
Trade Contact Information:
Jason Gesing
CEO
eXp Realty, LLC
jason.gesing@exprealty.com
617-970-8518
$ESTE Announces Appointment of New Director
THE WOODLANDS, TX / October 12, 2016 / Earthstone Energy, Inc. (NYSE MKT: ESTE) (“Earthstone”, the “Company”, “we” or “us”), today announced that Phillip D. Kramer has been appointed to serve as an independent director on the Company’s board of directors. Mr. Kramer will also serve on the Company’s audit committee. The election of Mr. Kramer increases the size of the Company’s board to eight directors.
Mr. Kramer currently serves as an Executive Vice President of Plains All American Pipeline, L.P. (“PAA”), an energy infrastructure and logistics company based in Houston, Texas. He also served as Chief Financial Officer of PAA from 1998 until 2008. He was a director and chairman of the audit committee of PetroLogistics GP, the general partner of PetroLogistics LP, from July 2012 until its sale in July 2014.
Mr. Kramer graduated from the University of Oklahoma in 1978 with a degree in accounting and was previously a Certified Public Accountant. He is currently on the board of advisors of Price College of Business at the University of Oklahoma.
Frank A. Lodzinski, President and CEO, said, “We are excited that Phil has joined our board. His tenured experience in the industry and depth of expertise across various disciplines will be a great addition for the Company and its shareholders.”
About Earthstone Energy, Inc.
Earthstone Energy, Inc. is a growth-oriented independent oil and gas exploration and production company engaged in developing and acquiring oil and gas reserves through an active and diversified program that includes acquiring, drilling and developing undeveloped leases, asset and corporate acquisitions and exploration activities, with its primary assets located in the Eagle Ford trend of south Texas, the Midland Basin of west Texas, and the Williston Basin of North Dakota. Earthstone is traded on NYSE MKT under the symbol “ESTE.” Information on Earthstone can be found at www.earthstoneenergy.com. The Company’s corporate headquarters is located in The Woodlands, Texas.
Contact:
Neil K. Cohen
Vice President, Finance and Treasurer
Earthstone Energy, Inc.
1400 Woodloch Forest Drive, Suite 300
The Woodlands, TX 77380
281-298-4246
$SCTY Expands Team With Former Executive From $TWTR $SQ, #RishiGarg
Rishi Garg to Further Mayfield’s Partnership With Consumer Internet Entrepreneurs
MENLO PARK, CA–(October 10, 2016) – Mayfield, a global, early-stage venture firm with a 47-year history of championing entrepreneurs, today added Rishi Garg, a former senior corporate and business development executive from Twitter and Square to its investment team. Garg is the sixth investing partner at Mayfield and will continue Mayfield’s focus on backing world-class Internet entrepreneurs, especially those changing the way people live, work, and play. Garg’s focus areas include social media and new media platforms, disruptive financial services and technology businesses, and new marketplaces.
Mayfield has championed a team of entrepreneurs around key areas of consumer Internet innovation including:
- Disrupting transportation (Logan and John of Lyft);
- Creating the first solar utility provider (Lyndon and Peter of SolarCity);
- Establishing next generation adtech platforms (Frank of Rubicon Project and Jonah of Moat);
- Creating India’s largest matrimonial marketplace (J. Muruga of Matrimony.com);
- Delivering China’s leading travel search engine (CC Zhang of Qunar);
- Delivering delightful mobile experiences (Akshay and Ankit of Pulse/LinkedIn);
- Building the first mobile and social fashion marketplace (Manish of Poshmark);
- Scaling community commerce platforms (Steve of Massdrop);
- Building the first dedicated small business professional network (Eric and Venkat of Alignable);
- Democratizing fintech (Avi and Dan of Stockpile);
- Pioneering digital health devices and communities (Jef of Basis/Intel and Ron of HealthTap);
- Delivering drone platforms (Chris of 3D Robotics).
“Rishi’s entrepreneurial DNA and product-first approach to business leadership at two iconic consumer Internet companies makes for a perfect fit with our entrepreneur-friendly team,” said Navin Chaddha, who joined Mayfield a decade ago, leads the Firm, and represents its current and former consumer investments in Lyft, Matrimony.com, Poshmark, Pulse, and SolarCity. “His product strategy insights coupled with his entrepreneurial empathy and hustle enabled Square and Twitter to expand their offerings, build new products, and greatly amplify their impact in the world. This expertise is now available to our current and future entrepreneurs. When you combine his unique experiences with his global thinking and access to a rich next-generation entrepreneur network, he is the ideal candidate to enhance our mission to create lasting companies.”
“Mayfield has a long and extraordinary track record of working with incredible entrepreneurs to build amazing companies,” said Garg. “Every Mayfield-backed entrepreneur I know feels truly supported for the long term, and that long-term approach is core to how Mayfield is building the Firm. This team is driven to back the world’s best entrepreneurs, and I could not be more excited to join forces with them.”
Garg, 39, has over a decade of experience as a strategy, corporate development, and business development executive at iconic companies such as Twitter, Square, Google, and MTV Networks. He co-founded FanSnap, a leading live event ticket search company acquired by Wize, Inc., and is an investor or advisor to several early-stage companies. He began his career as a venture investor at Highland Capital Partners and as an investment banker at the Morgan Stanley Technology Group. In addition to his startup advisory work, Rishi serves on the Board of Directors at Rent-A-Center, Inc. (NASDAQ: RCII). He holds a BA in Economics and an MS in Industrial Engineering from Stanford University and an MBA from the Harvard Business School.
About Mayfield
Mayfield is a global venture capital firm with over $2.7 billion under management. The Firm has been championing entrepreneurs for more than 47 years. Mayfield invests primarily in early-stage IT companies in enterprise and consumer sectors. Mayfield invests in India-based companies through a dedicated fund. Since its founding in 1969, the Firm has invested in more than 520 companies resulting in 114 IPOs and more than 160 mergers or acquisitions. Some recent successes include Elastica (acquired by Symantec (NASDAQ: SYMC)), Marketo (acquired by Vista Equity Partners), SolarCity (NASDAQ: SCTY), and The Rubicon Project (NYSE: RUBI).
Contact info:
Kamini Ramani
VP of Marketing
kramani@mayfield.com
$GORO Final #Permit to Begin #Mining #AltaGracia, #Gold #Silver
COLORADO SPRINGS, CO–(Oct 12, 2016) – Gold Resource Corporation (NYSE MKT: GORO) (the “Company”) today announced it has received the final mine permit (blasting permit) to begin development and production from its Oaxaca Mining Unit’s Alta Gracia Project. Gold Resource Corporation is a gold and silver producer with operations in Oaxaca, Mexico and Nevada, USA. The Company has returned $108 million to shareholders in monthly dividends since commercial production commenced July 1, 2010, and offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery.
The Alta Gracia Project is located approximately 15 kilometers northwest of the producing Arista mine and Aguila Mill complex, all of which are located along a larger 55 kilometer north 70 west mineralized structural fault corridor the Company controls. With the final Alta Gracia mine permit now in hand, the Company is rapidly moving forward with a goal of drawing first mineral by year-end 2016 or the first quarter of 2017. The Company expects development time at Alta Gracia to be rapid, as the existing historic mine infrastructure can be leveraged and improved.
Oxide mineralization from Alta Gracia is expected to be trucked to and processed in the Aguila Mill’s currently idle agitated leach circuit. Initial mining rates target 100 to 200 tonnes per day and an initial mill processing rate of 150 tonnes per day. The Alta Gracia mine has the potential to increase the Company’s future annual silver production by approximately 500,000 silver ounces and 1,000 gold ounces. At year-end 2015, the Company estimated 185,000 tonnes in the mineralized material category grading 321 grams per tonne (g/t) silver and 0.55 g/t gold.
“We are pleased that the Company’s Oaxaca Mining Unit business plan of having multiple mines feed a strategically located mill is well underway with the development of our now fully permitted Alta Gracia mine,” stated Mr. Jason Reid, CEO and President of Gold Resource Corporation. “We were able to advance Alta Gracia forward much faster with this business plan, as we only have to justify the mining and trucking costs to haul mineral to our Aguila mill for processing. This shared mill approach eliminates the need and capital required to build a mill at each of our six properties. Furthermore, it targets moving a property into production sooner, at less cost and may add to our production profile and longevity of operations. We are very excited to soon have Alta Gracia as our second producing mine within our Oaxaca Mining Unit.”
About GRC:
Gold Resource Corporation is a mining company focused on production and pursuing development of gold and silver projects that feature low operating costs and produce high returns on capital. The Company has exploration, development and production from multiple potential high-grade gold and silver properties at its Oaxaca, Mexico Mining Unit and its Nevada, USA, Mining Unit. The Company has 56,556,874 shares outstanding, zero warrants, zero debt and has returned $108 million back to shareholders since commercial production commenced July 1, 2010. Gold Resource Corporation offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery. For more information, please visit GRC’s website, located at www.Goldresourcecorp.com and read the Company’s 10-K for an understanding of the risk factors involved.
Cautionary Statements:
This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words “plan”, “target”, “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Gold Resource Corporation’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. All forward-looking statements in this press release are based upon information available to Gold Resource Corporation on the date of this press release, and the company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release. In particular, there can be no assurance that production will continue at any specific rate. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company’s 10-K filed with the SEC.
Contacts:
Corporate Development
Greg Patterson
303-320-7708
www.Goldresourcecorp.com
$AEZS Announces #Expiration of Remaining Series B #Warrants
Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) today announced that the remaining 8,064 Series B Common Share Purchase Warrants (the “Series B Warrants”) issued in connection with the Company’s March 2015 financing expired on September 12, 2016 without being exercised. The Company had 9,939,863 Common Shares issued and outstanding as of the close of business on September 13, 2016.
David A. Dodd, President and Chief Executive Officer of the Company, explained, “All Series B Warrants issued in connection with our March 2015 financing have now been extinguished. Therefore, there will be no further dilution of our shareholders as a result of the Series B Warrants. I am pleased that we can report that the repair of our capital structure is now complete. We are looking forward to the impending completion of the pivotal, Phase III trials for Macrilen™ and Zoptrex™ and to the submission of NDAs for the products, if the results of the trials warrant doing so.”
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women’s health. We are engaged in drug development activities and in the promotion of products for others. We are now conducting Phase 3 studies of two internally developed compounds: Macrilen™ and Zoptrex™. The focus of our business development efforts is the acquisition of licenses to products that are relevant to our therapeutic areas of focus. We also intend to license out certain commercial rights of internally developed products to licensees in territories where such out-licensing would enable us to ensure development, registration and launch of our product candidates. Our goal is to become a growth-oriented specialty biopharmaceutical company by pursuing successful development and commercialization of our product portfolio, achieving successful commercial presence and growth, while consistently delivering value to our shareholders, employees and the medical providers and patients who will benefit from our products. For more information, visit www.aezsinc.com.
Aeterna Zentaris Inc.
Philip A. Theodore, 843-900-3223
Senior Vice President
ir@aezsinc.com
$EXPI #Partnership With #NewStory, #RealEstate #Haiti #HurricaneMatthew
Family of Agents and Brokers Surpass Stated Goal Within Hours of Challenge to Help Those in Great Need
BELLINGHAM, WA–(October 12, 2016) – eXp Realty, the Agent-Owned Cloud Brokerage® (eXp World Holdings, Inc.) (OTCQB: EXPI) today announced a partnership with New Story, a venture backed charitable organization that builds homes for $6,000 each in impoverished areas, most notably Haiti, a nation still trying to recover from the 2010 earthquake that claimed closed to 300,000 lives. Tens of thousands of Haitians continue to live in makeshift tent communities without housing and the safety and protection that it affords. Haiti was also hit hard last week by Hurricane Matthew.
eXp Realty announced the partnership during its third annual company convention in San Antonio, Texas last Friday, challenging its agents and brokers to raise $18,000 in order to fund the construction of 3 new homes. The company achieved its goal within 3 hours of the announcement and has raised more than $35,000 to help fund additional construction.
“We are honored and deeply grateful to the eXp Realty community, whose members have immediately demonstrated a great generosity of resources and spirit to help families in need,” stated Brett Hagler, CEO and Cofounder of New Story. “eXp Realty agents understand that talent is universal but that opportunity is not and they recognize that a home provides the foundation for family, for safety, and for the creation and pursuit of opportunity.”
New Story is a 501c3 non-profit that builds homes for $6,000 in impoverished areas. New Story’s infrastructure costs and salaries are underwritten by private organizations, allowing the charity to allocate 100% of donations to work for the direct benefit of people in need. New Story homes are built using local workers and local resources, adding an extra layer of contribution to the local people. In addition, those who donate to New Story receive a video showcasing the home that their contribution made possible along with the family whose members are assuming occupancy.
To date, New Story has built hundreds of homes in Haiti all of which withstood without any significant damage the impact of Hurricane Matthew when it hit the island nation hard last week, causing large numbers of additional fatalities, devastating destruction, widespread famine, and likelihood of disease.
“We have been working to identify a way in which to give back to those in need and to satisfy the appetite among our agents and brokers to identify and serve a greater purpose as a central component of their businesses,” said eXp Realty CEO, Jason Gesing. “We are deeply moved by the passion of New Story in fulfillment of its mission and its commitment to ensuring that every dollar donated goes directly to those in need. We are also proud of the generosity displayed by our family of more than 1,800 agents and brokers across the country and in parts of Canada, and are committed to making an impact that grows as we do over the coming years.”
About New Story
New Story, a model developed in the prestigious Y Combinator, is disrupting traditional charity by utilizing 100% of donations for families in desperate need with full transparency. By donating to New Story, you know exactly where every dollar is spent in the rebuilding efforts. What others have to say: CNN • Forbes • TechCrunch • Fast Company
About eXp World Holdings, Inc.
eXp World Holdings, Inc. is the holding company for a number of companies most notably eXp Realty LLC, the Agent-Owned Cloud Brokerage™ as a full-service real estate brokerage providing 24/7 access to collaborative tools, training, and socialization for real estate brokers and agents through its 3-D, fully-immersive, cloud office environment. eXp Realty, LLC and eXp Realty of Canada, Inc. also feature an aggressive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals who they attract into the Company.
As a publicly-traded company, eXp World Holdings, Inc. uniquely offers professionals within its ranks opportunities to earn equity awards for production and contributions to overall company growth.
For more information you can follow eXp World Holdings, Inc. on Twitter, LinkedIn, Facebook, YouTube, or visit eXpWorldHoldings.com. For eXp Realty please visit: eXpRealty.com.
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the Company’s expansion, revenue growth, operating results, financial performance and net income changes. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K.
Image Available: http://www.marketwire.com/library/MwGo/2016/10/12/11G117789/Images/exprealty-4606d245c88a8cc9bd02500c6775742c.jpg
Investor Relations Contact Information:
Glenn Sanford, Chairman & CEO
eXp World Holdings, Inc.
glenn@expworldholdings.com
360-389-2426
Trade and Media Contact Information:
Jason Gesing, CEO
eXp Realty
jason@exprealty.com
617-970-8518
$HTGM & $MRK Enter Into a Master Companion Diagnostics Agreement
TUCSON, Ariz., Oct. 11, 2016 — HTG Molecular Diagnostics, Inc. (Nasdaq:HTGM) (“HTG”), a provider of instruments and reagents for molecular profiling applications, and Merck KGaA, Darmstadt, Germany, have entered a broad companion diagnostics master agreement. The initial development program agreement utilizes the HTG EdgeSeq DLBCL Cell of Origin Assay in the Merck KGaA, Darmstadt, Germany, M7583, selective and irreversible inhibitor of Burton’s Tyrosine Kinase (BTK), program.
“We are honored to be chosen as the diagnostic development partner for Merck KGaA’s BTK program and our team is now focused on the near-term milestones. Additionally, having a master companion diagnostic agreement paves the way for additional development collaborations,” stated TJ Johnson, HTG’s President and CEO. “We have worked very hard to establish the organizational capabilities to support the development, regulatory filing and commercialization of companion diagnostics demonstrated by the recent CE/IVD marking of HTG’s DLBCL cell of origin assay,” added Mr. Johnson.
About HTG:
Headquartered in Tucson, Arizona, HTG’s mission is to empower precision medicine at the local level. In 2013, the company commercialized its HTG Edge instrument platform and a portfolio of RNA assays that leverage HTG’s proprietary nuclease protection chemistry. HTG’s product offerings have since expanded to include its HTG EdgeSeq product line, which automates sample and targeted library preparation for next-generation sequencing. Additional information is available at www.htgmolecular.com.
Safe Harbor Statement: Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements associated with the anticipated benefits of our agreement with Merck KGaA, and our ability to support the development, regulatory filing and commercialization of companion diagnostics. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. These forward-looking statements are based upon management’s current expectations, are subject to known and unknown risks, and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation, the risk that we may not realize the expected benefits from our agreement with Merck KGaA, risks associated with the utility of our automation systems, proprietary profiling panels and solutions, and our ability to successfully manufacture and supply our products. These and other factors are described in greater detail in our filings with the Securities and Exchange Commission, including, without limitation, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. All forward-looking statements contained in this press release speak only as of the date on which they were made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contact: Westwicke Partners Jamar Ismail Phone: 415-513-1282 Email: jamar.ismail@westwicke.com TJ Johnson President / CEO HTG Molecular Diagnostics Phone: 520-547-2827 x130 Email: tjjohnson@htgmolecular.com
$IPCI Signs #Exclusive #License, Supply Agreement w/ #Mallinckrodt
TORONTO, Oct. 11, 2016 — Intellipharmaceutics International Inc. (Nasdaq:IPCI) (TSX:I) (“Intellipharmaceutics” or the “Company”), a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs, today announced that it has entered into a license and commercial supply agreement with Mallinckrodt LLC (“Mallinckrodt”), by which the Company has granted Mallinckrodt an exclusive license to market, sell and distribute in the United States the following extended release drug product candidates (the “licensed products”) for which Intellipharmaceutics has abbreviated new drug applications (“ANDAs”) filed with the U.S. Food and Drug Administration (“FDA”):
- Quetiapine fumarate extended-release tablets (generic Seroquel XR®) – ANDA Tentatively Approved by FDA
- Desvenlafaxine extended-release tablets (generic Pristiq®) – ANDA Under FDA Review
- Lamotrigine extended-release tablets (generic Lamictal® XR™) – ANDA Under FDA Review
Collectively, the present annualized sales by third parties for the currently marketed versions of these products in the United States are approximately U.S. $2.5 billion.1
Under the terms of the 10-year agreement, Intellipharmaceutics will receive a non-refundable upfront payment of US$3 million in October 2016. In addition, the agreement also provides for the Company to have a long-term profit sharing arrangement with respect to the licensed products. Intellipharmaceutics has agreed to manufacture and supply the licensed products exclusively for Mallinckrodt, and Mallinckrodt has agreed that Intellipharmaceutics will be its sole supplier of the licensed products marketed in the U.S.
The agreement contains customary terms and conditions for an agreement of this kind, and is subject to early termination in the event the Company does not obtain FDA approvals of the licensed products by specified dates, or pursuant to any one of several termination rights of each party.
1 Represents sales for all strengths for the 12 months ended August 2016 in the U.S., including sales of generics in TRx MBS Dollars, which represents the projected new and refilled prescriptions representing a standardized dollar metric based on manufacturer’s published catalog or list prices to wholesalers, and does not represent actual transaction prices and does not include prompt pay or other discounts, rebates or reductions in price. Source: Symphony Health Solutions.
There can be no assurance as to when or if any of the licensed products will receive final FDA approval or that, if so approved, the licensed products will be successfully commercialized and produce significant revenues for the Company.
The CEO of Intellipharmaceutics, Dr. Isa Odidi, said, “We are very pleased to establish this long-term commercial partnership with Mallinckrodt, which follows last week’s tentative approval for our generic Seroquel XR®. Mallinckrodt is a respected pharmaceutical company with significant market presence in the U.S. This partnership provides further recognition of Intellipharmaceutics’ technology platform and pipeline. We look forward to the commercialization of generic Seroquel XR® with Mallinckrodt following final approval.”
“This agreement aligns well with our strategy of strengthening our Specialty Generics business and expanding our pipeline. If approved, these drugs will provide patients with alternative treatment options for central nervous system disorders,” said Dr. Frank Scholz, Executive Vice President, Global Operations and President, Specialty Generics, Mallinckrodt Pharmaceuticals. “We look forward to working with Intellipharmaceutics to bring these products to market.”
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company’s patented Hypermatrix™ technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, Intellipharmaceutics has developed several drug delivery systems and a pipeline of products (which have received final FDA approval) and product candidates in various stages of development, including ANDAs filed with the FDA (and one Abbreviated New Drug Submission filed with Health Canada) in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain.
Intellipharmaceutics also has New Drug Application (“NDA”) 505(b)(2) specialty drug product candidates in its development pipeline. These include Rexista® XR, an abuse deterrent oxycodone based on its proprietary nPODDDS™ novel Point Of Divergence Drug Delivery System and PODRAS™ Paradoxical OverDose Resistance Activating System, and Regabatin™ XR (pregabalin extended-release capsules). Our current development effort is increasingly directed towards improved difficult-to-develop controlled-release drugs which follow an NDA 505(b)(2) regulatory pathway. The Company has increased its research and development emphasis towards new product development, facilitated by the 505(b)(2) regulatory pathway, by advancing the product development program for both Rexista® and Regabatin™. The 505(b)(2) pathway (which relies in part upon the approving agency’s findings for a previously approved drug) both accelerates development timelines and reduces costs in comparison to NDAs for new chemical entities. An advantage of our strategy for development of NDA 505(b)(2) drugs is that our product candidates can, if approved for sale by the FDA, potentially enjoy an exclusivity period which may provide for greater commercial opportunity relative to the generic ANDA route.
About Mallinckrodt
Mallinckrodt is a global business that develops, manufactures, markets and distributes specialty pharmaceutical and biopharmaceutical products and therapies, as well as nuclear imaging products. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and hemostasis products; and central nervous system drugs. Mallinckrodt’s core strengths include the acquisition and management of highly regulated raw materials and specialized chemistry, formulation and manufacturing capabilities. Mallinckrodt’s Specialty Brands segment includes branded medicines; its Specialty Generics segment includes specialty generic drugs, active pharmaceutical ingredients and external manufacturing; and the Nuclear Imaging segment includes nuclear imaging agents. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this document constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and/or “forward-looking information” under the Securities Act (Ontario). These statements include, without limitation, statements expressed or implied regarding our plans, goals and milestones, status of developments or expenditures relating to our business, plans to fund our current activities, statements concerning our partnering activities, health regulatory submissions, strategy, future operations, future financial position, future sales, revenues and profitability, projected costs, and market penetration. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “plans to,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “intends,” “could,” or the negative of such terms or other comparable terminology. We made a number of assumptions in the preparation of our forward-looking statements. You should not place undue reliance on our forward-looking statements, which are subject to a multitude of known and unknown risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those stated in or implied by the forward-looking statements. Risks, uncertainties and other factors that could affect our actual results include, but are not limited to, the effects of general economic conditions, securing and maintaining corporate alliances, our estimates regarding our capital requirements, and the effect of capital market conditions and other factors, including the current status of our product development programs, on capital availability, the potential dilutive effects of any future financing and the expected use of any proceeds from any offering of our securities, our ability to maintain compliance with the continued listing requirements of the principal markets on which our securities are traded, our programs regarding research, development and commercialization of our product candidates, the timing of such programs, the timing, costs and uncertainties regarding obtaining regulatory approvals to market our product candidates and the difficulty in predicting the timing and results of any product launches, and the timing and amount of any available investment tax credits, the actual or perceived benefits to users of our drug delivery technologies, products and product candidates as compared to others, our ability to establish and maintain valid and enforceable intellectual property rights in our drug delivery technologies, products and product candidates, the scope of protection provided by intellectual property for our drug delivery technologies, products and product candidates, the actual size of the potential markets for any of our products and product candidates compared to our market estimates, our selection and licensing of products and product candidates, our ability to attract distributors and collaborators with the ability to fund patent litigation and with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts, sources of revenues and anticipated revenues, including contributions from distributors and collaborators, product sales, license agreements and other collaborative efforts for the development and commercialization of product candidates, our ability to create an effective direct sales and marketing infrastructure for products we elect to market and sell directly, the rate and degree of market acceptance of our products, delays that may be caused by changing regulatory requirements, the difficulty in predicting the timing of regulatory approval and launch of competitive products, the difficulty in predicting the impact of competitive products on volume, pricing, rebates and other allowances, the inability to forecast wholesaler demand and/or wholesaler buying patterns, the seasonal fluctuation in the numbers of prescriptions written for our Focalin XR® (dexmethylphenidate hydrochloride extended-release) capsules which may produce substantial fluctuations in revenues, the timing and amount of insurance reimbursement for our products, changes in laws and regulations affecting the conditions required by the FDA for approval and labelling of drugs including abuse or overdose deterrent properties, and changes affecting how opioids are regulated and prescribed by physicians, changes in the laws and regulations, including Medicare and Medicaid, affecting among other things, pricing and reimbursement of pharmaceutical products, the success and pricing of other competing therapies that may become available, our ability to retain and hire qualified employees, the availability and pricing of third party sourced products and materials, our ability to scale-up and manufacture on a commercial scale without difficulties and delays, the manufacturing capacity of third-party manufacturers that we may use for our products, the successful compliance with FDA, Health Canada and other governmental regulations applicable to the Company and its third party manufacturers’ facilities, products and/or businesses, difficulties, delays or changes in the FDA approval process or test criteria for ANDAs and NDAs, risks associated with cyber-security and the potential for vulnerability of the digital information of the Company or a current and/or future drug development or commercialization partner of the Company and risks arising from the ability and willingness of our third-party commercialization partners to provide documentation that may be required to support information on revenues earned by us from those commercialization partners. Additional risks and uncertainties relating to the Company and our business can be found in the “Risk Factors” section of our latest annual information form, our latest Form 20-F, and our latest Form F-3 (including any documents forming a part thereof or incorporated by reference therein), as well as in our reports, public disclosure documents and other filings with the securities commissions and other regulatory bodies in Canada and the U.S., which are available on www.sedar.com and www.sec.gov. The forward-looking statements reflect our current views with respect to future events and are based on what we believe are reasonable assumptions as of the date of this document, and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Trademarks used herein are the property of their respective holders.
Company Contact: Intellipharmaceutics International Inc. Domenic Della Penna Chief Financial Officer 416-798-3001 ext. 106 investors@intellipharmaceutics.com Investor Contact: ProActive Capital Kirin Smith 646-863-6519 ksmith@proactivecapital.com
$NVFY Signs Framework Agreement, Supplying #HongKong, #Malaysian Company
Nova LIfeStyle to Supply U.S. Made Mattresses and Other Products
LOS ANGELES, Oct. 11, 2016 — Nova LifeStyle, Inc. (NASDAQ:NVFY) (“Nova LifeStyle” or the “Company”), a U.S.-based, leading innovative designer, manufacturer and distributor of modern life style furniture, today announced it has signed a $15 million annual product framework agreement to supply U.S. made mattresses and other products to a leading Hong Kong and Malaysia-based professional training institute – The Future Biz School, www.futurebizschool.com. The Future Biz School provides management and marketing training to working professionals across Asia based on its successful “Reward Points” programs. The actual sales under the framework agreement will be subject to, and fulfilled by, the specific orders from the Future Biz School (“FBS”). Along with the execution of the framework agreement, the Company has received firm orders from FBS for October and November of 2016 to supply $2 million worth of products.
Nova started to market “Made in the USA” luxury mattresses in Asia in summer 2012. An article in the Los Angeles Business Journal, entitled “Foreign Exchange,” featured the Company’s marketing efforts to sell American made mattresses in China. The article can be accessed at: http://novalifestyle.com/20120911
Ms. Tawny Lam, Nova LifeStyle’s Chairwoman and interim CEO stated, “We are very pleased to see growing demand in Asian markets for our American made mattresses as our marketing efforts start to bear fruit. We look forward to working with the Future Biz School to fulfill current and future orders under the framework agreement. Nova LifeStyle is making a strategic realignment to its overall business model, transforming the Company from an asset-heavy, market leader in modern furniture and manufacturing, to focus on business training and e-commerce as well as other higher margin, less capital intensive and more efficient business models. Nova LifeStyle has many years of expertise in the e-commerce market. The Company plans to pursue and invest in strategic growth opportunities including acquisitions of online platforms of synergistic value. Nova LifeStyle intends to acquire and invest in digital platforms that match suppliers with buyers in both products and services.”
About Nova LifeStyle
Nova LifeStyle, Inc., a NASDAQ Global Markets Exchange listed company headquartered in California, is a fast growing, innovative designer, manufacturer and distributor of modern LifeStyle furniture; primarily sofas, dining rooms, cabinets, office furniture and related components, bedrooms, and various accessories in matching collections. Nova’s products are made in the US, Europe, and Asia and include LifeStyle brands such as Diamond Sofa, Colorful World, Giorgio Mobili, Nova QwiK, and Bright Swallow International. Nova’s products feature urban contemporary styles that integrate comfort and functionality incorporating upscale luxury designs appealing to LifeStyle-conscious middle and upper middle-income consumers in the U.S., China, Europe, and elsewhere in the world. To learn more about Nova LifeStyle, Inc., please visit our website at www.NovaLifeStyle.com
Safe Harbor Statement
All statements in this press release that are not historical are forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the Company’s expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Nova’s current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in Nova’s filings with the Securities and Exchange Commission.
Company Contact: INVESTOR RELATIONS: The Equity Group Inc. In U.S. Adam Prior, Senior Vice President +1 (212) 836-9606 aprior@equityny.com
$BSPM New Product Aimed at Treating Effects of #Rhinitis, #Sinusitis
XIANYANG, China, Oct. 11, 2016 – Biostar Pharmaceuticals, Inc. (BSPM) (“Biostar”), a PRC-based manufacturer and marketer of pharmaceutical and health supplement products in China for a variety of diseases and conditions, today announced that it will launch its new topical health product called “Easy Breathing” designed to treat rhinitis and sinusitis for sales in the PRC in November 2016. Rhinitis is irritation and inflammation of the mucous membrane inside the nose. Sinusitis is an inflammation or swelling of the tissue lining the sinuses.
This new product was developed by the Company’s R&D team over the past 3 years. Having being developed based upon the principles of the traditional Chinese medicine, the product is designed to have effects of relieving stuffy nose, inhibiting nasal bacteria and viruses, and mitigating effects on the inflammation of nasal mucosa. It will be manufactured, distributed and sold in the PRC.
Wang Ronghua, Biostar’s Chairman commented: “This new product was developed by our R&D personnel in response to market demand. It offers the benefits of low cost and short course of treatment. In connection with the launch of this product, we intend to utilize the Internet marketing and advertising, including WeChat and other similar media.”
The Chairman continued: “In the past several months, we have been preparing various steps necessary for the launch of this new product. Though we do not anticipate any significant sales revenue in 2016, we expect to sell approximately 400,000 units within the next 2 years, which is expected to yield approximately RMB50 million (or US$7.5 million).”
About Biostar Pharmaceuticals, Inc.
Biostar Pharmaceuticals, Inc. develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions.
Safe Harbor Relating to the Forward-Looking Statements
Certain statements in this release concerning our future growth prospects are forward-looking statements, within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The company uses words and phrases such as “guidance,” “forecasted,” “projects,” “is expected,” “remain confident,” “will” and similar expressions to identify forward-looking statements in this press release, including forward-looking statements. Undue reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Biostar and described in the forward-looking information contained in this news release. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding the Company’s ability to launch the new product and to generate the anticipated levels of sales revenue and net income, that the new production may involve unexpected costs; the risks of the health product industry in the PRC; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to development projects or capital expenditures; inability of management to execute its plans to meet its goals; the Company’s ability to complete the certification renewal process in the time frame currently anticipated, its ability to sustain its sales effort going forward, its ability promptly and effectively to return to the normal production levels, its ability to retain existing and retain new customers for its products, its ability to achieve the projected sales through the efforts of the call center, to complete the contemplated clinical trials and capitalize on such opportunities, the Company’s ability to recover its sales and revenue following the repair and maintenance for GMP certification renewal, the state of consumer confidence and market demand or the Company’s products, success of our investments, risks and uncertainties regarding fluctuations in earnings, our ability to sustain our previous levels of profitability including on account of our ability to manage growth, intense competition, wage increases in China, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, our ability to successfully complete and integrate potential acquisitions, withdrawal of governmental fiscal incentives, political instability and regional conflicts and legal restrictions on raising capital or acquiring companies outside China. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our most recent Annual Report on Form 10-K for the year ended December 31, 2015, and other subsequent filings. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statements that may be made from time to time by or on our behalf.
Investor Relations Contact
Please send questions or comments to:
Biostar Pharmaceuticals, Inc.
Investor Relations Coordinator
+86-29-3368-6638
office@aoxing-group.com
http://www.biostarpharmaceuticals.com
$PRMW to #Acquire #GlacierWaterServices, Inc.
Highly Complementary Transaction to Combine Two Leading Water Brands
Increases Operating Scale, Diversifies Retail Customer Relationships and Delivers Cost-Efficiencies
WINSTON-SALEM, N.C., and VISTA, Calif., Oct. 10, 2016 — Primo Water Corporation (Nasdaq:PRMW), a leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers, and Glacier Water Services, Inc., a leading provider of high-quality drinking water dispensed to consumers through self-service refill water machines, today announced that they have executed a definitive merger agreement pursuant to which Primo will acquire all outstanding shares of Glacier.
With the strategic acquisition, Primo will have approximately 46,000 retail locations throughout the U.S. and Canada. The transaction will unite two highly complementary brands and is intended to generate significant operating scale through an expansive refill and exchange network. Additionally, the acquisition will drive future cross-selling opportunities, significant cost savings and consistent cash flows. On a pro forma trailing twelve months (“TTM”) basis ended June 30, 2016, the acquisition creates a combined company with approximately $272.6 million in net sales, $14.3 million in income from operations and $45.4 million in adjusted EBITDA. The acquisition will provide retail partners and consumers a diversified, high-quality water and water dispenser offering. For consumers, the combination will provide access to purely amazing water throughout leading U.S. and Canadian retailers, almost doubling Primo’s existing location total.
“We are excited to announce the acquisition of Glacier Water, an industry leader in self-service refill water with an exceptional brand. Together, we will continue to drive our mission of Inspiring Heathier Homes thru Better Water. This acquisition provides the opportunity to create significant value for our shareholders and offers strong benefits for our consumers and retail partners,” commented Billy D. Prim, Primo’s Chairman and Chief Executive Officer.
“Glacier and Primo have a common mission and together we intend to build upon our respective strengths to further develop our service model and drive efficiencies as we broaden our consumer demographics through complementary customer bases across North America,” stated Brian McInerney, Chief Executive Officer of Glacier Water.
Compelling Strategic Rationale
Primo believes the acquisition will provide the following strategic and financial benefits:
- Doubles key financial results and achieves significant scale – Primo will scale immediately, more than doubling revenue, operating income and adjusted EBITDA with minimal shareholder dilution, creating long-term value.
- Diversifies retailer concentration – With the minimal overlap of retail partners and an enhancement in the retail channels, the combined Company will drive greater diversification in revenue and cash flow concentration. Additionally, Primo will significantly increase the size of the overall recurring water business as a percentage of the Company’s sales, minimizing the impact of fluctuations in Dispenser sell-in.
- Creates operational and shared service synergies – The combination is expected to generate approximately $6.0 to $7.0 million in annual operational and shared service synergies within 36 months of closing, creating incremental value for Primo stockholders over time.
- Offers cross-selling opportunities – The combination is expected to expand retailer partnerships with significant opportunities for cross-selling in more diverse retail channels. Additionally, the combination provides more opportunities for Primo dispenser customers to connect with Primo & Glacier water locations.
- Supports rapid deleveraging with strong cash flows – Primo’s track record of growing cash flows along with its ability to de-leverage is enhanced with the addition of Glacier Water’s recurring revenues and cash flows. Primo expects this to help achieve a senior debt leverage ratio of less than 3.0x by 2018.
“We believe this transaction provides us with a tremendous opportunity to expand and diversify our geographic footprint and retail relationships, create operational synergies and drive future growth in sales, cash flow and profitability, all while providing consumers access to high-quality water at economical prices,” stated Matt Sheehan, Primo’s President and Chief Operating Officer.
Transaction Highlights
The total preliminary transaction consideration is approximately $263 million, consisting of approximately $50 million in cash, approximately $36 million in Primo common stock, approximately $177 million of net indebtedness and preferred stock being assumed or retired, and five-year warrants to purchase 2.0 million shares of Primo’s common stock at an exercise price of $11.88 per share, subject to adjustments based on any increases in Glacier’s debt and certain transaction expenses. The assumed indebtedness includes Glacier’s trust preferred securities due in 2028, which will remain outstanding and will not be affected by the transaction. The acquisition agreement has been unanimously approved by the Board of Directors of both companies. The transaction is expected to close in late 2016, subject to customary closing conditions.
The transaction will add a talented group of executives to the Company, with tenured backgrounds and proven track records. Upon closing of the transaction, Brian McInerney, CEO of Glacier Water, and key management will remain in place and operate the combined refill businesses, reflecting their commitment in the future success of the combined company. The combined company will continue to be headquartered in Winston-Salem, NC and will keep a presence in Vista, CA post-closing.
Advisors
The BMO Capital Markets acted as financial advisor to Primo Water. Primo Water intends to fund the cash portion of the transaction consideration through a fully committed financing provided by Goldman Sachs Bank. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. and K&L Gates LLP acted as legal counsel to Primo Water. Primo has also hired Montgomery, Coscia & Greilich LLP as an integration consultant to assist in the integration planning.
J.P. Morgan Securities LLC acted as financial advisor to Glacier. Ervin, Cohen & Jessup LLP acted as legal counsel to Glacier.
Primo Water to Acquire Glacier Water Services, Inc. Conference Call and Webcast
Primo Water will host a conference call to discuss this announcement at 8:30 a.m. ET today, October 10, 2016. Participants from the Company will be Billy D. Prim, Chief Executive Officer, Matt Sheehan, President and Chief Operating Officer, and Mark Castaneda, Chief Financial Officer. The conference call and accompanying presentation slides will be webcast live at the Investor Relation section of Primo Water’s website at www.primowater.com and will be archived online for playback for a period of two weeks following the call. In addition, for the live broadcast listeners may dial (877) 407-0784 in North America, and international listeners may dial (201) 689-8560.
Analyst Modeling Conference Call and Webcast
Primo Water will host a conference call to provide financial modeling information on the Glacier Water acquisition. The date and time and broadcast information of the conference call will be provided following the closing the transaction. Participants from the Company will be Billy D. Prim, Chief Executive Officer, Matt Sheehan, President and Chief Operating Officer, and Mark Castaneda, Chief Financial Officer.
About Primo Water Corporation
Primo Water Corporation (Nasdaq:PRMW) is North America’s leading single source provider of multi-gallon purified bottled water, self-service refill water and water dispensers sold through major retailers throughout the United States and Canada. For more information and to learn more about Primo Water, please visit our website at www.primowater.com.
About Glacier Water Services, Inc.
Glacier is the leading provider of high-quality drinking water dispensed to consumers through self-service water machines located at supermarkets and other retail locations. For more information, visit www.glacierwater.com.
Forward-Looking Statements
Certain statements contained herein are not based on historical fact and are “forward-looking statements” within the meaning of the applicable securities laws and regulations. These statements include the expected completion of the acquisition of Glacier Water Services, Inc., the time frame in which the acquisition will occur, the completion of the transaction on the terms proposed, the financing of the transaction on the terms currently anticipated, the expected benefits to Primo Water Corporation (the “Company”) from completing the acquisition, pro forma financial results for the combined companies, and the combined company’s ability to repay debt and reduce leverage. These statements can otherwise be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “would,” “will,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are subject to a number of risks and uncertainties.
Factors that could cause actual results to differ include, amount other things, the possibility that conditions to the closing of the merger may not be satisfied, the possibility that we may not be able to close the financing necessary to complete the acquisition, the potential impact on the business of the Company or Glacier Water Services, Inc. due to the announcement of the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement, difficulties with the successful integration and realization of the anticipated benefits from the proposed acquisition, the possibility that the Company’s stock price may be affected after the acquisition by factors different than those currently affecting the Company’s stock price, the incurrence of costs related to the acquisition, changes to the Company’s board of directors and management in connection with the acquisition, the impact of the loss or non-retention of certain key personnel during the pendency of the acquisition or thereafter, the termination or renegotiation of agreements with customers, suppliers and other business partners in connection with the acquisition, the possibility that the acquisition may trigger certain change-of-control provisions in agreements with third parties, the possibility that the Company’s financial results following the acquisition may differ materially from the unaudited pro forma financial statements that have been or will be made available, any possible adverse impacts related to the implementation and integration of proper and effective internal controls in the combined company following the acquisition, general economic conditions the possible adverse impacts that decreased discretionary consumer and corporate spending may have on the Company’s business, the possible adverse impacts of currently pending or future litigation proceedings and the Company’s need for additional capital following the acquisition.
Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially and adversely from those stated herein.
This release also includes such other factors that could cause actual results to differ materially and adversely from those in the forward-looking statements and include, but are not limited to, adverse changes in the Company’s relationships with its independent bottlers, distributors and suppliers, the loss of major retail customers of the Company or the reduction in volume or change in timing of purchases by major retail customers, lower than anticipated consumer and retailer acceptance of and demand for the Company’s products and services, the entry of a competitor with greater resources into the marketplace, competition and other business conditions in the water and water dispenser industries in general, the Company’s experiencing product liability, product recall or higher than anticipated rates of sales returns associated with product quality or safety issues, the loss of key Company personnel, changes in the regulatory framework governing the Company’s business, the Company’s inability to efficiently expand operations and capacity to meet growth, the Company’s inability to develop, introduce and produce new product offerings within the anticipated timeframe or at all, the Company’s inability to comply with its covenants in its credit facility, significant liabilities or costs associated with litigation or other legal proceedings, as well as other risks described more fully in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on March 9, 2016 and its subsequent filings under the Securities Exchange Act of 1934. Forward-looking statements reflect management’s analysis as of the date of this release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases or as otherwise required by applicable securities laws.
Additional Information and Where to Find it
In connection with the proposed acquisition, Primo Water Corporation (the “Company”) will file a registration statement on Form S-4 that will include a consent solicitation statement of Glacier Water Services, Inc. and other relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”).
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED IN THE FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The Company files annual, quarterly and current reports, proxy statements, and other information with the SEC under the Exchange Act. The SEC maintains a web site that contains such reports, proxy statements and other information about public companies, including the Company’s filings. Investors and shareholders will be able to obtain copies of the registration statement and the consent solicitation statement/prospectus and other documents filed with the SEC by the Company free of charge at the SEC’s website, www.sec.gov. Investors and shareholders may also read and copy any materials filed with the SEC by the Company at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or visit the SEC’s website.
In addition, investors and shareholders will be able to obtain free copies of the registration statement and the consent solicitation statement/prospectus (when available) and other documents filed with the SEC by the Company by accessing the Company’s website at www.primowater.com by clicking on the “Investor Relations” link and then clicking on the “SEC Filings” link or by contacting the Company’s Investor Relations by calling 336-331-4000.
Non-Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Use of Non-U.S. GAAP Financial Measures
This release contains certain financial measures, including adjusted EBITDA, that are not calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). For Primo Water, adjusted EBITDA is calculated as income from continuing operations before depreciation and amortization; interest expense, net; non-cash, stock-based compensation expense; non-recurring costs; and loss on disposal of property and equipment and other. For Glacier Water, adjusted EBITDA is calculated as net loss before income tax expense; depreciation and amortization; interest and other expense; and non-cash, stock-based compensation expense. Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. These non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP and are subject to inherent limitations.
TTM and Pro Forma Financial Measures
This release contains certain financial information that is presented as “Pro Forma TTM ended June 30, 2016” for the proposed acquisition by Primo Water of Glacier Water.
“Pro Forma TTM ended June 30, 2016” financial information as used in this release represents financial data (i) for Primo Water, for the 12 months ended June 30, 2016, calculated by adding the financial data for the six months ended June 30, 2016 to the financial data for the year ended December 31, 2015 and subtracting the financial data for the six months ended June 30, 2015, and (ii) for Glacier Water, for the four quarters ended July 3, 2016, calculated by adding the financial data for the two quarters ended July 3, 2016 to the financial data for the year ended January 3, 2016 and subtracting the financial data for the two quarter ended June 28, 2015. For Glacier Water, the year ended January 3, 2016 and the trailing four quarters ended July 3, 2016 include 53 weeks.
Unless otherwise indicated herein, “pro forma” financial information as used in this release represents the arithmetic combination of the results of Primo Water and Glacier Water over the periods presented and contains no adjustments.
Set forth below is a table showing the calculation of “Pro Forma TTM ended June 30, 2016” as presented in this release (dollars presented in millions, unaudited):
Primo Water |
Glacier Water |
Pro Forma TTM |
|||||||
Net Sales | $ | 132.0 | $ | 140.6 | $ | 272.6 | |||
Income from Operations | $ | 6.8 | $ | 7.5 | $ | 14.3 | |||
Adjusted EBITDA | $ | 21.1 | $ | 24.3 | $ | 45.4 |
The “pro forma” financial information used in this press release does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X.
Contact: Primo Water Corporation Mark Castaneda, Chief Financial Officer (336) 331-4000 ICR Inc. Katie Turner Hunter Wells (646) 277-1228
$MZOR #Robotics Record Q3 PO’s, Pre-Launch Orders for #MazorX
Mazor Robotics Ltd. (TASE:MZOR; NASDAQGM:MZOR), a pioneer and a leader in the field of surgical guidance systems, today announced that it received purchase orders for 25 systems during the third quarter ended September 30, 2016 including pre-launch orders for the recently unveiled Mazor X, a transformative guidance platform for spine surgeries. The Mazor X will be commercially launched at the North American Spine Society (NASS) annual meeting in Boston, MA October 26-29.
“The market’s response to the Mazor X is exceptional, exceeding our early expectations,” commented Ori Hadomi, Chief Executive Officer. “Customers who first experience the Mazor X at our training centers are quickly realizing the increased benefits of the system and they have already placed pre-launch orders. Mazor’s expanded portfolio of products, which now includes both the Mazor X and Renaissance systems, is responsible for the record number of purchase orders we received in the third quarter. As we move into the fourth quarter, we expect to build our momentum in the market as the Mazor X is launched, maximize our presence at NASS and our strategic partnership with Medtronic continues to be implemented.”
The 25 system purchase orders during the quarter included:
- Three Mazor X pre-orders that the Company expects to deliver to U.S. customers by the end of the 2017 first quarter.
- Four Renaissance systems ordered by U.S. customers were delivered during Q3 2016.
- Three Renaissance systems ordered by distribution partners in the International Market.
- 15 Mazor X systems ordered by strategic partner Medtronic, four of which were delivered in the 2016 third quarter.
During the third quarter, Mazor delivered a previously ordered Renaissance system to a distribution partner in the international market.
As previously reported, the Company recently implemented a policy enabling new Renaissance system customers to exchange to the Mazor X following the launch. Therefore, revenue from system sales with exchange option will be deferred until the Mazor X orders are supplied or the exchange option expires. The Company expects total third quarter revenue, including system sales and recurring revenues, to be approximately $7.5 million.
Mazor Robotics ended the third quarter with an installed base of 131 Renaissance systems globally, including 79 in the U.S., the Company’s primary growth market. The Company currently intends to report its complete financial results for the third quarter ended September 30, 2016 in November and will issue a press release with the date, time and dial in and webcast details.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Any statements in this release about future expectations, plans or prospects for the Company, including without limitation, statements regarding the market’s response to Mazor X, the benefits of Mazor X, Mazor’s expectations about market momentum, the expected delivery of Mazor’s systems, expected revenue for the third quarter and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions are forward-looking statements. These statements are only predictions based on Mazor’s current expectations and projections about future events. There are important factors that could cause Mazor’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include, but are not limited to, the impact of general economic conditions, competitive products, product demand and market acceptance risks, reliance on key strategic alliances, fluctuations in operating results, and other factors indicated in Mazor’s filings with the Securities and Exchange Commission (SEC) including those discussed under the heading “Risk Factors” in Mazor’s annual report on Form 20-F filed with the SEC on May 2, 2016 and in subsequent filings with the SEC. For more details, refer to Mazor’s SEC filings. Mazor undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law.
About Mazor
Mazor Robotics (TASE: MZOR; NASDAQGM: MZOR) believes in healing through innovation by developing and introducing revolutionary technologies and products aimed at redefining the gold standard of quality care. Mazor Robotics Guidance Systems enable surgeons to conduct spine and brain procedures in a more accurate and secure manner. For more information, please visit www.MazorRobotics.com.
Investors
Michael Polyviou, 212-850-6020
mpolyviou@evcgroup.com
or
Doug Sherk, 415-652-9100
dsherk@evcgroup.com
$MOBL Raises #Q3 #Guidance
MOUNTAIN VIEW, Calif., Oct. 10, 2016 — MobileIron (NASDAQ:MOBL), the stand-alone enterprise mobility management (EMM) leader, today raised guidance for the third quarter of the fiscal year 2016 ended September 30, 2016.
Third Quarter 2016 Preliminary Results
Gross billings for the quarter are expected to be in the range of $46.5-$47.5 million, above the company’s previous guidance of $43-$45 million. Total revenues are anticipated to be between $41.0-$42.0 million, above the previous guidance of $39-$41 million. Non-GAAP operating expenses are expected to be at the low end of the company’s guidance of $41-$43 million. The company ended the quarter with cash and cash equivalents plus short-term and long-term investments of approximately $80 million for a sequential reduction of roughly $6 million.
These preliminary, unaudited financial results are based on management’s initial review of operations for the quarter ended September 30, 2016, and remain subject to change based on management’s ongoing review of the third quarter results.
“We’ve spent the last year putting together a new executive team, differentiating our platform, refining our go-to-market strategy, and focusing on execution. There’s a big market in front of us and our results this quarter demonstrate that we’re winning,” said Barry Mainz, President and CEO, MobileIron. “We’re very pleased with Q3 and we believe we’re on track to be cash flow positive in the fourth quarter. I look forward to providing details on our regularly scheduled quarterly earnings conference call on October 27.”
While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis, MobileIron will provide a reconciliation of GAAP to non-GAAP financial measures in its quarterly earnings release for Q3.
Third Quarter 2016 Earnings Announcement
MobileIron will report final results for the third quarter of fiscal year 2016 on Thursday, October 27, 2016, after the close of the market and host a conference call and live webcast at 1:30 p.m. Pacific Daylight Time (4:30 p.m. EDT) to discuss the company’s financial results and business highlights. Interested parties may access the call by dialing 1-855-327-6837 in the U.S. or 1-631-891-4304 from international locations. The live webcast will be available on the MobileIron Investor Relations website at http://investors.mobileiron.com/. A replay will be available through the same link.
About MobileIron
MobileIron provides the foundation for companies around the world to transform into Mobile First organizations. For more information, please visit www.mobileiron.com.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding MobileIron’s revenue, operating expenses, cost structure, GAAP and non-GAAP financial metrics, projected financial results and trends in MobileIron’s business. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including, but not limited to, our limited operating history, quarterly fluctuations in our operating results, our need to develop new solutions and enhancements to compete in rapidly evolving markets, product defects, customer adoption, competitive pressures, billings type mix shift, our ability to scale, our ability to recruit and retain key personnel, and the quality of our support services.
Additional information on potential factors that could affect MobileIron’s financial results is included in our SEC filings, including our reports on Forms 10K, 10Q and 8-K and other filings that we make with the SEC from time to time. MobileIron does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
$EGAS Signs #Merger Agreement with #FirstReserve Energy Infrastructure
– Gas Natural expected to benefit from enhanced access to capital while continuing to provide safe, reliable and cost-effective natural gas service – Gas Natural to maintain current operations, leadership, staffing, customer rates and community involvement – Cash consideration represents a premium of approximately 39% over Gas Natural’s 52-week high – Establishes a new First Reserve platform for long-term investment in the natural gas distribution space
CLEVELAND, Oct. 10, 2016 — Gas Natural Inc. (NYSE MKT: EGAS) (“Gas Natural” or the “Company”), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, today announced the signing of a definitive merger agreement with an energy infrastructure investment fund sponsored by First Reserve, a leading global private equity and infrastructure investment firm focused exclusively on energy.
Under the terms of the agreement, First Reserve has agreed to acquire all of the outstanding shares of Gas Natural common stock for $13.10 per share, for a total enterprise value of approximately $196 million. The purchase price represents an approximate premium of 39% over Gas Natural’s 52-week high.
Gregory J. Osborne, Gas Natural’s President and Chief Executive Officer, commented, “This agreement validates the strength of our franchise, provides great opportunity for our employees, ensures continuity of management and processes for our regulators, and rewards our shareholders for their commitment. Equally as important, there will not be any change to our organization or operations. In partnering with First Reserve, a long-term investor excited about the opportunity for continued investment, we maintain our strong dedication to providing safe, clean, reliable and affordable energy to our customers and to expanding the number of customers that have access to our responsive, quality service.”
Mark Florian, Head of Infrastructure Funds for First Reserve, added, “First Reserve has decades of experience managing energy and utility investments and is excited about the potential of the natural gas distribution sector. We view Gas Natural as an ideal platform for long-term investment in the space given its diversified asset base, strong management team and commitment to its customers. We look forward to continuing to provide capital support to the Company and are excited to add Gas Natural to our portfolio on behalf of our investors.”
Transaction, Structure and Advisors
Upon closing of the transaction, shareholders of the Company will receive $13.10 in cash for each share of Gas Natural common stock held. Consistent with past practices, the Company intends to continue paying a quarterly cash dividend of $0.075 per share pending approval of the merger and a prorated dividend for any partial period immediately prior to the closing date of the transaction.
The transaction is structured as a merger of the Company with a newly-formed First Reserve subsidiary, with Gas Natural continuing as the surviving entity of such merger.
After closing of the transaction, the business plan is for Gas Natural to maintain its own leadership team and employees with no changes in staffing, customer rates and community involvement across its areas of operation. All of the natural gas utility subsidiaries in Maine, Montana, North Carolina and Ohio, as well as any nonregulated operations, will maintain focus on the execution of their current business plans.
The transaction is subject to, among other customary closing conditions, the approvals of the Maine Public Utilities Commission, Montana Public Service Commission, North Carolina Utilities Commission, Public Utility Commission of Ohio and Gas Natural’s shareholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The agreement followed the unanimous approval by the Company’s Board of Directors. The definitive merger agreement provides for a 42-day “go-shop” period until November 22, 2016 during which the Gas Natural Board, together with its financial and legal advisors, may actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire Gas Natural. There can be no assurances that this process will result in a superior transaction.
The Company and First Reserve expect to complete the transaction in the second half of 2017.
Janney is serving as exclusive financial advisor to the Company and provided a fairness opinion to the Company’s Board of Directors. Kohrman Jackson & Krantz LLP is serving as legal counsel to the Company in connection with the transaction.
Lazard is serving as exclusive financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel for First Reserve in connection with the transaction.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company’s other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company’s Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in underserved markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
About First Reserve
First Reserve is a leading global private equity and infrastructure investment firm exclusively focused on energy. With over 30 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised approximately USD $31 billion of aggregate capital since inception. Putting these to work, First Reserve has completed approximately 600 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm’s history. Its portfolio companies operate on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services and infrastructure. For more information, please visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “may,” “will” and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company’s business generally include, but are not limited to the Company’s ability to complete the proposed transaction; any other proposals that may or may not arise during the “go-shop” period; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement of the proposed transaction on the Company’s relationships with its customers, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; the ability of the Company to obtain shareholder approval of the proposed transaction; the closing of the Company’s planned debt refinancing on terms that are acceptable to the Company, or at all; the Company’s ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company’s continued ability to make dividend payments; the Company’s ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company’s ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company’s control; the risk factors and cautionary statements made in the Company’s public filings with the Securities and Exchange Commission (the “SEC”); and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Gas Natural and a subsidiary of First Reserve. In connection with the merger, Gas Natural intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form that will contain important information about the proposed transaction and related matters, and deliver a copy of the proxy statement to its shareholders. Investors of Gas Natural are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about the merger and related matters. Investors may obtain a free copy of these materials (when they are available and other documents filed by Gas Natural with the SEC at the SEC’s website at www.sec.gov, at Gas Natural’s website at www.egas.net or by writing to the Company’s Corporate Secretary at Gas Natural Inc., 1375 East 9th St. Suite 3100, Cleveland, Ohio 44114, or by calling Gas Natural’s Corporate Secretary at (216) 202-1509.
Security holders also may read and copy any reports, statements and other information filed by Gas Natural with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the solicitation
Gas Natural and its directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Gas Natural’s directors and executive officers is available in Gas Natural’s proxy statement filed with the SEC on June 20, 2016 in connection with its 2016 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
For more information, contact | |
Gas Natural Inc. | Investor Relations |
James E. Sprague, Chief Financial Officer | Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 | Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net | Email: dpawlowski@keiadvisors.com / khoward@keiadvisors.com |
First Reserve |
Jonathan Keehner / Julie Oakes, Joele Frank / Wilkinson Brimmer Katcher |
Phone: (212) 355-4449 |
Email: joakes@joelefrank.com |
$OPCO #Partnership with #PauleeCleantec to Ignite Innovation in #Pet #WasteManagement Space
OurPet’s Company (OTCQX: OPCO) today highlights its partnership with Paulee Cleantec Ltd., an international leader in eco-friendly solutions for the management of human and animal waste, as a viable catalyst of major innovative solutions to the environmental concerns of pet waste management.
Israel-based Paulee Cleantec applies its patented exothermic oxidization technology to address the challenges of global waste management. The partnership between OurPet’s Company and Paulee Cleantec leverages both companies’ innovations to contribute to a cleaner, healthier and more sustainable society as they work to commercialize and expand the application of an initial dog waste product.
According to American Pet Products Association (APPA) statistics, there are approximately 175 million companion dogs and cats in the United States, and over 650 million dogs and cats worldwide. Due to the humanization of pets and the unconditional social support they provide their owners, the pet population is expected to continue to grow, as will the amount of waste they produce.
These increases contribute to significant environmental concern, as the pet waste problem has already reached serious proportions. In the U.S., companion dogs produce roughly 10 million tons of waste per year (enough to fill a line of tractor-trailers from Seattle to Boston), while the cat population results in about 2 million tons of litter sent to landfills annually.
Improperly disposed pet waste can contaminate underground water levels, lakes and streams and greatly affects the environmental quality and eco-balance. Pet waste carries a host of serious diseases, and studies show that up to 30 percent of the bacteria in water samples and up to 50 percent of the bacteria in air samples originates from dog waste. Due to the seriousness of the problem, an increasing number of municipalities are imposing stiff fines against irresponsible pet owners who do not properly clean up after their pet.
OurPet’s Company’s proprietary, innovative pet waste management solutions directly address these concerns. Its line of products includes manual and semiautomatic cat litter boxes; pet waste accessories such as scoops, litter bags and sprays, and natural cat litter; and automatic litter boxes that incorporate Bluetooth/WiFi technology to better manage the waste activity and monitor the pet’s elimination behavior, a prelude to more serious health issues.
The Company has over 170 patents issued or pending, many related to pet waste management. In tandem with Paulee Cleantec’s clean-tech solutions, OurPet’s recognizes considerable opportunity to address the environmental impacts of pet waste.
“Paulee Cleantec is pioneering efficient pet and human waste management. The company has developed a proof-of-concept patented, portable, safe and inexpensive waste system that uses an exothermic oxidation process to convert animal feces into an odor-free ash fertilizer in less than a minute. OurPet’s and Paulee Cleantec will work together to commercialize an initial, portable dog waste product and apply the technology to other pet waste applications,” says Dr. Steven Tsengas, chairman, CEO and founder of OurPet’s Company.
Dr. Oded Halperin, founder and chairman of Paulee Cleantec, also notes the advantages of the collaboration.
“We are very pleased to partner with OurPet’s and realize the potential of our technology. We look forward to applying our expertise to the partnership, as OurPet’s has the innovative technology, the marketing/sales channels and most of all the strong entrepreneurial drive to bring our mission to success,” he says.
About OurPet’s Company
OurPet’s Company designs, produces and markets a broad line of innovative, high-quality accessory and consumable pet products in the U.S. and overseas. Investors and customers may visit www.ourpets.com for more information about our company and its products. OurPet’s websites include www.petzonebrand.com and www.ourpets.com.
Certain of the matters set forth in this press release are forward-looking and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: business conditions; growth in the industry; general economic conditions; addition or loss of significant customers; the loss of key personnel; product development; competition; risks of doing business abroad; foreign government regulations; fluctuations in foreign currency rates; rising costs for raw materials and sources of supply that may be limited or unavailable from time to time; the timing of orders booked; and the other risks that are described from time to time in OurPet’s SEC reports.
OurPet’s Company:
Dr. Steven Tsengas, CEO
(440) 343-6500, x111
or
Investor Relations:
DreamTeamNetwork (DTN)
Austin, TX
www.DreamTeamNetwork.com
512.758.8877 Office
$NETE #PayOnline Subsidiary Signs #ExLine as a Client in #Kazakhstan
PayOnline Enables Secure Online Payments for Kazakhstan’s Market-Leading Courier Service
MIAMI, FL–(Oct 10, 2016) – Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a provider of global mobile payment technology solutions and value-added transactional services, today announces that its wholly owned PayOnline subsidiary has signed an agreement with ExLine (http://exline.kz/en), enabling online payment acceptance for Kazakhstan’s market leader in courier services. Payment acceptance for courier services is now available to more than 50,000 of ExLine’s customers.
ExLine offers its high-quality “door-to-door” transportation-based courier services and express delivery of packaged correspondence, parcels and cargo to all regional and district centers within the Republic of Kazakhstan in Central Asia and beyond.
With double-digit annual growth of its customer base, expanding geographical coverage, and an increase of Internet penetration in Kazakhstan, ExLine and its customers are positioned to greatly benefit from the integration of online payment acceptance services into the company’s offerings.
In order to simplify and speed up the process of secure online payment acceptance, PayOnline has implemented a custom payment solution which includes an invoice number on the secure payment page. Payments are accepted in Kazakhstan’s national currency, “Tenge,” as well as in Russian rubles, U.S. dollars and euros. As part of the offering, PayOnline is providing 24/7 customer support to ExLine customers through its customer support call center.
“For us, the implementation of payment acceptance on the company website is a significant step forward. Despite the fact that PayOnline only recently entered the e-commerce market in Kazakhstan, we have no doubt that our relationship with them will be mutually beneficial,” says Gabit Abaildaev, chief financial officer of ExLine. “Recommendations from PayOnline’s long-term international clients and its acquiring partner, Kazkommertsbank (“KAZKOM”), gave us the assurance we needed during our selection process. Other reasons for selecting PayOnline as our payment partner were its deep understanding of the specifics of the Central Asian markets, its customer-orientated approach, its relationship with reliable partners, ability to work with the country’s national currency, its support for popular technologies in the region, and enhanced payment security. We believe that in the near future the adoption of online payments at ExLine and in the entire e-commerce market of Kazakhstan will be a significant portion of customer payments processed and we are confident that PayOnline will successfully manage Kazakhstan’s rapidly growing online payments market.”
About ExLine
ExLine was established on July 31, 2003. In a short time ExLine developed a strong niche in the courier services market and proved itself as a reliable partner, to whom many local and international businesses entrust their shipments. ExLine has practical experience in the market of courier, freight forwarding services, proven technology of transportation, delivery of mail and cargo. The knowledge and expertise of its employees provide reliable and high quality services. ExLine operates its own road transport, and has an information and logistics center in the region for processing, warehousing and storage of various items. For more information visit: http://exline.kz/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, we are growing transactional revenue with innovative services including our cloud based, restaurant 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. 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 ExLine will be beneficial to the Company, 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.
Media Contact:
Net Element, Inc.
info@netelement.com
(786) 923-0502
$ADK Completes #Sale of Nine #Arkansas Properties for $55 Million
ATLANTA, Oct. 6, 2016 — AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare, today announced that the company has completed the sale of its nine Arkansas properties.
The company sold nine properties located in Arkansas to affiliates of Skyline Healthcare LLC, the current operator of the facilities, for a total purchase price of $55.0 million. The total purchase price was comprised of $52.0 million in cash and a $3.0 million promissory note. The company expects to utilize the net cash proceeds from sale (after repayment of associated mortgage debt) for general corporate purposes which may include the repayment of mortgage or other debt. The Company anticipates filing a Form 8-K with the SEC with additional details related to the transaction.
About AdCare Health Systems
AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. AdCare currently owns, leases or manages for third parties 29 facilities. For more information about AdCare, visit www.adcarehealth.com.
Important Cautions Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “plans,” “intends,” “anticipates” and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Such forward-looking statements reflect management’s beliefs and assumptions and are based upon information currently available to management and involve known and unknown risks, results, performance or achievements of AdCare, which may differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by AdCare with the Securities and Exchange Commission, including AdCare’s Annual Report on Form 10-K for the year ended December 31, 2015, and AdCare’s subsequently filed Quarterly Reports on Form 10-Q. There is no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Except where required by law, AdCare undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
$FTR Statement Regarding #FCC Fact Sheet on #BDS #BusinessDataServices
The following statement may be attributed to Frontier Communications President and CEO Dan McCarthy:
“Today the FCC released a Fact Sheet outlining the framework of a proposed Order regarding Business Data Services (BDS) regulation. The Fact Sheet provides clarification regarding proposed reductions in the TDM BDS rates charged by Incumbent Local Exchange Carriers to companies seeking access to their infrastructure and clarifies that Ethernet products and services will not be regulated. In addition, the Fact Sheet clarifies that the FCC does not propose to disrupt existing contracts.
“While the Fact Sheet indicates less severe rate reductions than proposed by Verizon/INCOMPAS, Frontier continues to oppose these rigid rate changes mandated for all carriers without regard to the resulting impact on smaller price-cap carriers. Frontier projects that these reductions, if implemented on July 1, 2017, would have a revenue impact of approximately $10 million in 2017 and $20 million in 2018 and 2019, with subsequent annual impacts declining.
“As we have previously stated to the FCC, we intend to mitigate the potential effect of all rate reductions with incremental reductions in our expenses.”
About Frontier Communications
Frontier Communications Corporation is a leader in providing communications services to urban, suburban, and rural communities in 29 states. Frontier offers a variety of services to residential customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice, and Frontier Secure® digital protection solutions. Frontier Business Edge™ offers communications solutions to small, medium, and enterprise businesses. More information about Frontier is available at www.frontier.com.
Forward-Looking Statements
This document contains “forward-looking statements,” related to future, not past, events. Forward-looking statements address our expected future business and financial performance and financial condition, and contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: risks related to the acquisition of properties from Verizon, including our ability to successfully operate the acquired business, our ability to realize anticipated cost savings, our ability to enter into or obtain, or delays in entering into or obtaining, agreements and consents necessary to operate the acquired business as planned, on terms acceptable to us, and increased expenses incurred due to activities related to the transaction; our ability to meet our debt and debt service obligations; competition from cable, wireless and wireline carriers and satellite companies and the risk that we will not respond on a timely or profitable basis; our ability to successfully adjust to changes in the communications industry, including the effects of technological changes and competition on our capital expenditures, products and service offerings; reductions in revenue from our voice customers that we cannot offset with increases in revenue from broadband and video subscribers and sales of other products and services; our ability to maintain relationships with customers, employees or suppliers; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks; continued reductions in switched access revenues as a result of regulation, competition or technology substitutions; the effects of changes in the availability of federal and state universal service funding or other subsidies to us and our competitors; our ability to effectively manage service quality in our territories and meet mandated service quality metrics; our ability to successfully introduce new product offerings; the effects of changes in accounting policies or practices, including potential future impairment charges with respect to our intangible assets; our ability to effectively manage our operations, operating expenses, capital expenditures, debt service requirements and cash paid for income taxes and liquidity, which may affect payment of dividends on our common and preferred shares; the effects of changes in both general and local economic conditions on the markets that we serve; the effects of increased medical expenses and pension and postemployment expenses; the effects of changes in income tax rates, tax laws, regulations or rulings, or federal or state tax assessments; our ability to successfully renegotiate union contracts; changes in pension plan assumptions, interest rates, regulatory rules and/or the value of our pension plan assets, which could require us to make increased contributions to the pension plan in 2016 and beyond; adverse changes in the credit markets or in the ratings given to our debt securities by nationally accredited ratings organizations, which could limit or restrict the ability, or increase the cost, of financing to us; the effects of state regulatory cash management practices that could limit our ability to transfer cash among our subsidiaries or dividend funds up to the parent company; the effects of severe weather events or other natural or man-made disasters, which may increase our operating expenses or adversely impact customer revenue; the impact of potential information technology or data security breaches or other disruptions; and the other factors that are described in our filings with the U.S. Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q. These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update or revise these forward-looking statements.
Frontier Communications Corporation
Investors:
Luke Szymczak, 203-614-5044
Vice President, Investor Relations
luke.szymczak@ftr.com
or
Media:
Peter DePasquale, 203-614-5097
Vice President, Corporate Communications
peter.depasquale@ftr.com
$MYL Agrees to #Settlement on #Medicaid #Rebate Classification for #EpiPen
Mylan updates full year 2016 earnings guidance Mylan to report third quarter 2016 financial results on Nov. 9, 2016
WASHINGTON, Oct. 7, 2016 — Mylan N.V. (NASDAQ, TASE: MYL) today announced that its subsidiary, Mylan Inc., has agreed to the terms of a $465 million settlement with the U.S. Department of Justice (“DOJ”) and other government agencies that will resolve questions that have been raised about the classification of EpiPen® Auto-Injector and EpiPen Jr® Auto-Injector (collectively, “EpiPen Auto-Injector”) for purposes of the Medicaid Drug Rebate Program.
The terms of the settlement do not provide for any finding of wrongdoing on the part of Mylan Inc. or any of its affiliated entities or personnel. The question in the underlying matter was whether EpiPen Auto-Injector was properly classified with the Centers for Medicaid and Medicare Services (“CMS”) as a non-innovator drug under the applicable definition in the Medicaid Rebate statute and subject to the formula that is used to calculate rebates to Medicaid for such drugs. EpiPen Auto-Injector has been classified with CMS as a non-innovator drug since before Mylan acquired the product in 2007 based on longstanding written guidance from the federal government.
The settlement terms provide for resolution of all potential rebate liability claims by federal and state governments as to whether the product should have been classified as an innovator drug for CMS purposes and subject to a higher rebate formula. In connection with the settlement, Mylan expects to enter into a corporate integrity agreement with the Office of Inspector General of the Department of Health and Human Services. Mylan will continue to work with the government to finalize the settlement.
Mylan CEO Heather Bresch commented, “This agreement is another important step in Mylan’s efforts to move forward and bring resolution to all EpiPen Auto-Injector related matters. The agreement is in addition to the significant steps Mylan has taken in relation to EpiPen Auto-Injector over the past several weeks, including the unprecedented, pending launch of a generic version of EpiPen Auto-Injector and expansion of our patient access programs for this product. Entering into this settlement is the right course of action at this time for the Company, its stakeholders and the Medicaid program.”
Mylan will include a pre-tax charge of approximately $465 million in the quarter ended Sept. 30, 2016 as a result of this settlement.
2016 Earnings Guidance Update
Mylan also announced it expects full year 2016 adjusted diluted earnings per ordinary share (“EPS”) to be between $4.70 – $4.90, as compared to the previously communicated full year guidance range of $4.85 – $5.15. The majority of this change in full year 2016 adjusted EPS guidance is the result of the previously announced changes in EpiPen Auto-Injector access programs and the upcoming launch of the generic to EpiPen Auto-Injector. These initiatives seek to further enhance access to, and affordability of, EpiPen Auto-Injector. Much of the impact of this guidance change will occur in the third quarter.
Mylan remains committed to its target of at least $6.00 in adjusted EPS in 2018.
Mylan is not providing forward looking guidance for full year 2016 U.S. GAAP EPS guidance or a reconciliation of full year 2016 adjusted EPS to U.S. GAAP EPS because Mylan is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, acquisition-related expenses including those related to the recently closed Meda transaction, restructuring expenses, asset impairments, litigation settlements, changes to contingent consideration and certain other gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP EPS for the guidance period.
Mylan to Report Third Quarter 2016 Financial Results on Nov. 9, 2016
Mylan will host a conference call and live webcast, on Wednesday, Nov. 9, 2016 at 4:30 p.m. ET, to review the Company’s financial results for the third quarter ended Sept. 30, 2016. Mylan will release its financial results on Nov. 9 after the close of the U.S. financial markets.
The dial-in number to access the earnings call is 800.514.4861 or 678.809.2405 for international callers. To access the live webcast, please log on to Mylan’s website, mylan.com, at least 15 minutes before the event is scheduled to begin to register and download or install any necessary software. A replay of the webcast will be available at mylan.com/investors, for a limited time.
Mylan now intends to hold its investor day in conjunction with the release of its fourth quarter results.
Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements,” including with regard to the agreement on terms of a settlement and the expected payment, the full year 2016 adjusted EPS guidance and Mylan’s commitment to its target of at least $6.00 in adjusted EPS in 2018. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the inability or unwillingness on the part of any of the parties to agree to a final settlement; any legal or regulatory challenges to the settlement; any failure by third parties to comply with their contractual obligations; any changes in or difficulties with our inventory of, and our ability to manufacture and distribute, the EpiPen® Auto-Injector; the potential impact of any change in patient access and the introduction of a generic version of the EpiPen Auto-Injector; the effect of any changes in our customer and supplier relationships and customer purchasing patterns; other changes in third-party relationships; the possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with Mylan’s acquisition of Meda AB (publ.) (“Meda”) by Mylan within the expected time-frames or at all and to successfully integrate Meda; the impact of competition; changes in the economic and financial conditions of the businesses of the Company; the scope, timing, and outcome of any ongoing legal proceedings and the impact of any such proceedings on our business; any regulatory, legal, or other impediments to our ability to bring our products to market; actions and decisions of healthcare and pharmaceutical regulators, and changes in healthcare and pharmaceutical laws and regulations, in the United States and abroad; our ability to protect our intellectual property and preserve intellectual property rights; expected or targeted future financial and operating performance and results; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an adjusted basis; other uncertainties and matters beyond the control of management; and the other risks detailed in the Company’s filings with the Securities and Exchange Commission. Mylan undertakes no obligation to update these statements for revisions or changes after the date of this release.
Non-GAAP Financial Measures: Full year 2016 adjusted EPS guidance and target of at least $6.00 in adjusted EPS in 2018
This press release includes the presentation and discussion of certain financial information that differs from what is reported under accounting principles generally accepted in the United States (“U.S. GAAP”). Adjusted EPS is a non-GAAP financial measure calculated as U.S. GAAP EPS, adjusted for various items, including acquisition related amortization; litigation settlements, net; non-cash accretion of contingent consideration liability; certain R&D milestone payments; clean energy investments pre-tax losses; acquisition related costs; restructuring and other special items; and the tax effect of these items. This non-GAAP financial measure is presented in order to supplement investors’ and other readers’ understanding and assessment of the financial performance of Mylan N.V. (“Mylan” or the “Company”). Management uses this measure internally for forecasting, budgeting, measuring its operating performance, and incentive-based awards. Mylan believes that this non-GAAP financial measure is useful supplemental information for its investors and when considered together with its U.S. GAAP financial measure and the reconciliation to the most directly comparable U.S. GAAP financial measure, provides a more complete understanding of the factors and trends affecting its operations. The financial performance of the Company is measured by senior management, in part, using adjusted EPS, along with other performance metrics. Management’s annual incentive compensation is derived, in part, based on the adjusted EPS metric. In addition, primarily due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with U.S. GAAP. Investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with U.S. GAAP. For additional information regarding the components and uses of non-GAAP financial measures refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations– Use of Non-GAAP Financial Measures section of Mylan’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. With respect to the target of at least $6.00 in adjusted EPS in 2018, the Company is not providing a U.S. GAAP target or reconciliation because the Company has not quantified all future amounts, including U.S. GAAP amounts, related to this target and it does not represent Company guidance.
Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what’s right, not what’s easy; and impact the future through passionate global leadership. We offer a growing portfolio of more than 2,700 generic and branded pharmaceuticals, including antiretroviral therapies on which approximately 50% of people being treated for HIV/AIDS worldwide depend. We market our products in more than 165 countries and territories. Our global R&D and manufacturing platform includes more than 50 facilities, and we are one of the world’s largest producers of active pharmaceutical ingredients. Every member of our more than 40,000-strong workforce is dedicated to creating better health for a better world, one person at a time. Learn more at mylan.com.
$AMMA to Ring The @Nasdaq Stock Market Closing Bell
ADVISORY, Oct. 07, 2016 —
What:
Alliance MMA (Nasdaq:AMMA), the premier developmental league for mixed martial arts fighters, will visit the Nasdaq MarketSite in Times Square to celebrate the closing of their IPO and commencement of trading.
In honor of the occasion, Paul K. Danner, Chief Executive Officer, will ring the Closing Bell.
Where:
Nasdaq MarketSite – 4 Times Square – 43rd & Broadway – Broadcast Studio
When:
Friday, October 7, 2016 – 3:45 p.m. to 4:00 p.m. ET
Alliance MMA Contact:
Kristie Galvani
Rubenstein Public Relations
212-805-3005
kgalvani@rubensteinpr.com
Nasdaq MarketSite:
Emily Pan
(646) 441-5120
emily.pan@nasdaq.com
Feed Information:
Fiber Line (Encompass Waterfront): 4463
Gal 3C/06C 95.05 degrees West
18 mhz Lower
DL 3811 Vertical
FEC 3/4
SR 13.235
DR 18.295411
MOD 4:2:0
DVBS QPSK
Social Media:
For multimedia features such as exclusive content, photo postings, status updates and video of bell ceremonies, please visit our Facebook page:
http://www.facebook.com/NASDAQ.
For photos from ceremonies and events, please visit our Instagram page:
http://instagram.com/nasdaq
For livestream of ceremonies and events, please visit our YouTube page:
http://www.youtube.com/nasdaq/live
For news tweets, please visit our Twitter page:
http://twitter.com/nasdaq
For exciting viral content and ceremony photos, please visit our Tumblr page:
http://nasdaq.tumblr.com/
Webcast:
A live stream of the Nasdaq Closing Bell will be available at:
https://new.livestream.com/nasdaq/live or http://www.nasdaq.com/about/marketsitetowervideo.asx
Photos:
To obtain a hi-resolution photograph of the Market Close, please go to http://business.nasdaq.com/discover/market-bell-ceremonies and click on the market close of your choice.
About Alliance MMA, Inc.
Alliance MMA (NASDAQ:AMMA) is a mixed martial arts organization offering the premier developmental league for aspiring mixed martial arts (MMA) fighters to advance to the sport’s highest level of professional competition. Alliance MMA’s mission is to identify and cultivate the next generation of Ultimate Fighting Championship (UFC) and other premier MMA promotion champions.
With many of the world’s leading MMA promotions under the Alliance MMA umbrella, the organization aims to host in excess of 125 events per year, showcasing more than 1,000 fighters. Alliance MMA will also be dedicated to generating live original sports media content, attracting an international fan base, and securing major brand sponsorship revenue for our live MMA events, digital media platform and our Alliance MMA contracted athletes.
Alliance MMA, Inc. was incorporated in 2015 for the purpose of acquiring businesses that engage in the promotion of mixed martial arts (MMA) events. In 2016 the company went public with a listing on the NASDAQ. Alliance MMA is the only mixed martial arts promotion company that is publicly traded, allowing public investment in the world’s fastest growing sport. For more information visit, http://alliancemma.com/.
About Nasdaq
Nasdaq (Nasdaq:NDAQ) is a leading provider of trading, clearing, exchange technology, listing, information and public company services across six continents. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today’s global capital markets. As the creator of the world’s first electronic stock market, its technology powers more than 70 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to more than 3,700 listed companies with a market value of approximately $9.3 trillion and nearly 18,000 corporate clients. To learn more, visit: nasdaq.com/ambition or business.nasdaq.com.
$AXGN Announces #Pricing of #PublicOffering of Common Stock
ALACHUA, Fla., Oct. 07, 2016 — AxoGen, Inc. (NASDAQ:AXGN), a global leader in innovative surgical solutions for peripheral nerve injuries, today announced the pricing of an underwritten public offering of 2,333,334 shares of its common stock, offered at a price to the public of $7.50 per share. The gross proceeds to AxoGen from this offering are expected to be approximately $17.5 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by AxoGen. In addition, the Company has granted the underwriters a 30-day option to purchase up to 350,000 additional shares of its common stock. The offering is expected to close on or about October 12, 2016, subject to customary closing conditions.
AxoGen intends to use the net proceeds of the offering for general working capital purposes and for expanded development of new nerve repair markets and products.
JMP Securities LLC is acting as sole book-running manager for the offering. Dougherty & Company LLC is acting as a co-manager for the offering.
The offering is being made pursuant to an effective shelf registration statement on Form S-3 that was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 5, 2015. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from the offices of JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, by calling (415) 835-8985, or by email at syndicate@jmpsecurities.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of these shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About AxoGen, Inc.
AxoGen is a global leader in innovative surgical solutions for peripheral nerve injuries. AxoGen’s portfolio of products includes Avance® Nerve Graft, an off-the-shelf processed human nerve allograft for bridging severed nerves without the comorbidities associated with a second surgical site, AxoGuard® Nerve Connector, a porcine submucosa extracellular matrix (“ECM”) coaptation aid for tensionless repair of severed nerves, and AxoGuard® Nerve Protector, a porcine submucosa ECM product used to wrap and protect injured peripheral nerves and reinforce the nerve reconstruction while preventing soft tissue attachments. Along with these core surgical products, AxoGen also offers AxoTouchTM Two-Point Discriminator and AcroValTM Neurosensory & Motor Testing System. These evaluation and measurement tools assist healthcare professionals in detecting changes in sensation, assessing return of sensory, grip and pinch function, evaluating effective treatment interventions, and providing feedback to patients on nerve function. The AxoGen portfolio of products is available in the United States, Canada, the United Kingdom and several European and international countries.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the proposed public offering and the anticipated use of proceeds therefrom, are subject to a number of risks and uncertainties which may cause actual results or outcomes to be materially different from those expressed or implied by the forward-looking statements. These risks and uncertainties include market risks and uncertainties and risks and uncertainties relating to the satisfaction of customary closing conditions for an underwritten offering of securities, as well as the risks and uncertainties that could affect the Company’s business and financial results described in the preliminary prospectus supplement and registration statement referenced above, as well as the Company’s other filings with the SEC, including, without limitation, under the caption “Risk Factors.” There can be no assurance that the Company will be able to complete the proposed public offering on the anticipated terms, or at all. Forward-looking statements relate only to events as of the date on which the statements are made, and the Company undertakes no obligation to publicly update or review any forward-looking statement.
Contacts: AxoGen, Inc. Peter J. Mariani, Chief Financial Officer 386.462.6856 InvestorRelations@AxoGenInc.com The Trout Group – Investor Relations Brian Korb 646.378.2923 bkorb@troutgroup.com
$LPCN Wins #Dismissal of #Patent #Infringement Lawsuit Related to #LPCN1021
SALT LAKE CITY, Oct. 07, 2016 — Lipocine Inc. (NASDAQ:LPCN), a specialty pharmaceutical company, today announced that U.S. District Court in Delaware granted our motion to dismiss a lawsuit filed by Clarus Therapeutics, Inc. (“Clarus”). Clarus claimed that LPCN 1021 infringed Clarus’ patent (U.S. Patent No. 8,828,428). LPCN 1021 is Lipocine’s oral testosterone product candidate for testosterone replacement therapy (“TRT”) in adult males for conditions associated with a deficiency or absence of endogenous testosterone, also known as hypogonadism.
“We are pleased that the court has dismissed this lawsuit. Going forward, we will continue to aggressively defend our intellectual property,” said Dr. Mahesh Patel, President and CEO of Lipocine Inc. “We believe that LPCN 1021 has the potential to improve the ease of use compared to the available formulations, including topical gels and injections, and to overcome inadvertent testosterone transference risk to children and partners that exist with topical gels.”
About Lipocine
Lipocine Inc. is a specialty pharmaceutical company developing innovative pharmaceutical products for use in men’s and women’s health using its proprietary drug delivery technologies. Lipocine’s clinical development pipeline includes three development programs LPCN 1021, LPCN 1111 and LPCN 1107. LPCN 1021, a twice-daily oral testosterone replacement therapy product candidate, was well tolerated and met primary efficacy end point in Phase 3 testing which utilized 24-hour pharmacokinetic data for dose adjustments. LPCN 1111, a novel prodrug of testosterone, originated with and is being developed by Lipocine as a next-generation oral testosterone product with potential for once-daily dosing and is currently in Phase 2 testing. LPCN 1107, the potentially first oral hydroxyprogesterone caproate product candidate indicated for the prevention of recurrent preterm birth, has been granted orphan drug designation by the FDA. An End of Phase 2 meeting with the FDA was recently completed. For more information, please visit www.lipocine.com.
Forward-Looking Statements
This release contains “forward looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include statements that are not historical facts relating to our intention to defend our intellectual property, the potential uses and benefits of LPCN 1021 and the potential uses and benefits of our other product candidates. Investors are cautioned that all such forward-looking statements involve risks and uncertainties, including, without limitation, our available resources, the risks related to our products, expected product benefits, clinical and regulatory expectations and plans, regulatory developments and requirements, the receipt of regulatory approvals, the results of clinical trials, patient acceptance of Lipocine’s products, the manufacturing and commercialization of Lipocine’s products, and other risks detailed in Lipocine’s filings with the SEC, including, without limitation, its Form 10-K and other reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Lipocine assumes no obligation to update or revise publicly any forward-looking statements contained in this release, except as required by law.
CONTACT: Morgan Brown Executive Vice President & Chief Financial Officer Phone: (801) 994-7383 mb@lipocine.com Investors: John Woolford Phone: (443) 213-0500 john.woolford@westwicke.com
$CPST & $SKYS $50 Million Strategic #Financing Agreement
CHATSWORTH, Calif. and HONG KONG, Oct. 06, 2016 — Capstone Turbine Corporation (www.capstoneturbine.com) (Nasdaq:CPST), the world’s leading clean technology manufacturer of microturbine energy systems, announced today that it has entered into a strategic financing relationship agreement with Sky Solar Holdings, Ltd. (”Sky Solar”) (www.skysolargroup.com) (Nasdaq:SKYS) and Sky Capital America, Inc., a Sky Solar subsidiary (together, “Sky Group”) to provide funding to Capstone Turbine’s Capstone Energy Finance (“CEF”) joint venture.
Pursuant to the strategic financing agreement, Capstone and CEF granted a right of first refusal (“ROFR”) to Sky Group to provide funding of up to $50 million, which may be extended by an additional $100 million (the “Project Fund”) at Sky Group’s sole discretion for various CEF projects on a global basis after Capstone and CEF have exhausted their internal funding sources of up to $25 million. The ROFR also includes an option for Sky Group to jointly fund power purchase agreement (“PPA”) backed opportunities with Capstone, CEF, end use customers, and/or any authorized Capstone distributors under certain mutually agreeable conditions. The agreement will expire at the earlier of the end of three years following the effective date or upon the exhaustion of Sky Group’s Project Fund.
“Capstone’s new finance subsidiary has developed a twenty million dollar pipeline of well-qualified projects since its launch last December, and we expect to quickly surpass our ability to fund projects with our internal resources,” said Darren Jamison, Capstone’s President and Chief Executive Officer. “We have looked at several potential partners and, after months of due diligence and discussions with several companies, we have selected Sky Solar because we believe they have the right skill set, ability, experience and global reach to help us successfully grow our Capstone Energy Finance business over the next three years,” added Mr. Jamison.
“As we have highlighted in the past, we remain focused on expanding our power market portfolio by selectively pursuing non-solar renewable asset classes that can generate returns higher than typical solar projects, and we expect this new strategic partnership with Capstone will provide an attractive avenue for additional growth,” said Sanjay Shrestha, Sky Solar Chief Investment Officer and President of Sky Capital America.
About Sky Solar
Sky Solar is a global independent power producer (“IPP”) that develops, owns and operates solar parks around the world with broad geographic reach and an established presence across several key solar markets. Sky Solar has developed and completed more than 250 MW of solar parks in various countries and has over 150 MW of IPP assets in operation globally.
This press release contains forward-looking statements. These statements constitute “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, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to the following: the reduction, modification or elimination of government subsidies and economic incentives; global and local risks related to economic, regulatory, social and political uncertainties; resources Sky Solar may need to familiarize itself with the regulatory regimes, business practices, governmental requirements and industry conditions as Sky Solar enter into new markets; Sky Solar’s ability to successfully implement its on-going strategic review to unlock shareholder value; global liquidity and the availability of additional funding options; the delay between making significant upfront investments in Sky Solar’s solar parks and receiving revenue; potential expansion of Sky Solar’s business into China; risk associated with the Sky Solar’s limited operating history, especially with large-scale IPP solar parks; risk associated with development or acquisition of additional attractive IPP solar parks to grow Sky Solar’s project portfolio; and competition. Further information regarding these and other risks is included in Sky Solar’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Except as required by law, Sky Solar does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
About Capstone Turbine Corporation
Capstone Turbine Corporation (www.capstoneturbine.com) (Nasdaq:CPST) is the world’s leading producer of low-emission microturbine systems and was the first to market commercially viable microturbine energy products. Capstone has shipped approximately 8,800 Capstone Microturbine systems to customers worldwide. These award-winning systems have logged millions of documented runtime operating hours. Capstone is a member of the U.S. Environmental Protection Agency’s Combined Heat and Power Partnership, which is committed to improving the efficiency of the nation’s energy infrastructure and reducing emissions of pollutants and greenhouse gases. A UL-Certified ISO 9001:2008 and ISO 14001:2004 certified company, Capstone is headquartered in the Los Angeles area with sales and/or service centers in the United States, Latin America, Europe, Middle East, China and Singapore.
This press release contains “forward-looking statements,” as that term is used in the federal securities laws, about the growth of our Capstone Energy Finance business and the success of our relationship with Sky Solar. Forward-looking statements may be identified by words such as “expects,” “objective,” “intend,” “targeted,” “plan” and similar phrases. These forward-looking statements are subject to numerous assumptions, risks and uncertainties described in Capstone’s filings with the Securities and Exchange Commission that may cause Capstone’s actual results to be materially different from any future results expressed or implied in such statements. Capstone cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Capstone undertakes no obligation, and specifically disclaims any obligation, to release any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
“Capstone” and “Capstone Microturbine” are registered trademarks of Capstone Turbine Corporation. All other trademarks mentioned are the property of their respective owners.
For Capstone Turbine Corporation: Investor and investment media inquiries: 818-407-3628 ir@capstoneturbine.com INVESTORS: Dian Griesel Int’l Cheryl Schneider 212-825-3210 For SKYS: Investor Relations ICR, LLC Vera Tang 646-277-1215 ir@skysolarholding.com
$MESO Phase 2 Results #Mesoblast #CellTherapy in #Diabetic #KidneyDisease
NEW YORK and MELBOURNE, Australia, Oct. 06, 2016 — Mesoblast Limited (Nasdaq:MESO) (ASX:MSB) today announced that results from the randomized, placebo-controlled Phase 2 trial of its proprietary allogeneic Mesenchymal Precursor Cell (MPC) product candidate, MPC-300-IV, in patients with diabetic kidney disease have been published in the current issue of the peer-reviewed journal EBioMedicine.
The paper, entitled ‘Allogeneic Mesenchymal Precursor Cells (MPC) in Diabetic Nephropathy: A Randomized, Placebo Controlled, Dose Escalation Study’, concluded that a single intravenous infusion of MPC-300-IV was well tolerated and had positive effects on renal function at the 12-week primary endpoint in a Phase 2 trial in adult patients with type 2 diabetic nephropathy. The study was conducted by researchers at the University of Melbourne, Epworth Medical Centre and Monash Medical Centre in Australia.
The Phase 2, double-blind, randomized, placebo-controlled, dose-escalating trial evaluated MPC-300-IV in patients with type 2 diabetes and moderate to severe renal impairment, stage 3b-4 chronic kidney disease (CKD), who were already on a stable regimen of the standard of care therapy for diabetic nephropathy (renin-angiotensin system inhibition with angiotensin converting enzyme inhibitors or angiotensin II receptor blockers). A total of 30 patients were randomized to receive a single infusion of 150 million MPCs, 300 million MPCs, or saline control on top of maximal therapy.
The objectives of the trial were to evaluate safety and to explore potential efficacy signals of MPC-300-IV treatment on renal function. The primary efficacy endpoint of decline or change in glomerular filtration rate (GFR) was in line with the 2012 joint workshop held by the United States Food and Drug Administration and the National Kidney Foundation, which recommended that time to 30%-40% decline in GFR is an acceptable primary endpoint for evaluating potential benefits of new therapies for this patient population.
Key trial results were:
- Safety profile for MPC-300-IV treatment was similar to placebo, with no treatment-related adverse events.
- Efficacy testing showed that patients receiving a single MPC infusion at either dose had improved renal function relative to placebo, as defined by preservation or improvement in GFR at 12 weeks.
- The rate of decline in estimated GFR at 12 weeks was significantly reduced in the group receiving a single dose of 150 million MPCs relative to the placebo group (p=0.05).
- There was a trend toward more pronounced treatment effects relative to placebo in the pre-specified subgroup of patients with GFR>30 ml/min/1.73m2 at baseline (p=0.07).
Dr David Packham, Associate Professor in the Department of Medicine at the University of Melbourne, Director of the Melbourne Renal Research Group, and lead author on the publication said: “The efficacy signal observed with respect to preservation or improvement in GFR is exciting, especially given that this trial was not powered to show statistical significance. Patients receiving a single infusion of MPC-300-IV showed no evidence of developing an immune response to the administered cells, suggesting that repeat administration is feasible and may in the longer term be able to halt or even reverse progressive chronic kidney disease. I hope that this very promising investigational therapy will be advanced to rigorous Phase 3 clinical trials to test this hypothesis as soon as possible.”
About Diabetic Nephropathy
Diabetic nephropathy is the single leading cause of end-stage kidney disease, accounting for nearly half of all end-stage kidney disease cases in the United States and over 40% of new patients entering dialysis treatment. There were almost 2 million cases of moderate to severe diabetic nephropathy in 2013.
Diabetic nephropathy occurs even when glucose levels are well controlled, and is thought to be due to chronic infiltration of the kidneys by inflammatory monocytes which secrete pro-inflammatory cytokines resulting in endothelial dysfunction and fibrosis.
Staging of CKD is based on absolute levels of GFR, and GFR decline is on the path of progression to kidney failure (stage 5, GFR<15ml/min/1.73m2). The current standard of care (renin-angiotensin system inhibition with angiotensin converting enzyme inhibitors or angiotensin II receptor blockers) only slows the rate of progression to kidney failure by 16-25%, leaving a large residual risk for end-stage kidney disease. For patients with end-stage kidney disease, the only treatment option is renal replacement (dialysis or kidney transplantation), which incurs high medical costs and substantial disruptions to a normal lifestyle. Due to a severe shortage of kidneys, in 2012 approximately 92,000 persons in the United States died while on the transplant list. For those on dialysis, the mortality rate is high with an approximately 40% fatality rate within two years.
About Mesoblast’s Product Candidate MPC-300-IV and Potential Mechanisms of Action
Mesoblast is developing MPC-300-IV for the treatment of specific conditions caused by excessive inflammation and endothelial dysfunction, including biologic-refractory rheumatoid arthritis and diabetic nephropathy.
MPCs produce immunomodulatory biomolecules such as prostaglandin E2 (PGE2) and indoleamine2, 3-dioxygenase (IDO), in response to activation by pro-inflammatory cytokines such as tumor necrosis factor-alpha (TNF-alpha), interleukin-1, -6, or -17 (IL-1, IL-6 or IL-17). This results in modulation of multiple immune pathways, including polarizing pro-inflammatory M1 monocytes to anti-inflammatory M2 monocytes, and switching activated Th1 and Th17 T cells to anti-inflammatory Th2 cells and FOXP3 T regulatory cells.
About Mesoblast
Mesoblast Limited (Nasdaq:MESO) (ASX:MSB) is a global leader in developing innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast’s allogeneic, ‘off-the-shelf’ cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions.
Forward-Looking Statements
This press release includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
For further information, please contact: Schond Greenway Investor Relations, Mesoblast T: +1 212 880 2060 E: schond.greenway@mesoblast.com Julie Meldrum Corporate Communications, Mesoblast T: +61 3 9639 6036 E: julie.meldrum@mesoblast.com
$ICUI to #Acquire #HospiraInfusionSystems Business $PFE
The addition of Hospira’s IV pumps, solutions, and devices business to ICU Medical’s existing portfolio will create a leading pure-play infusion therapy company
- Creates an integrated pure-play infusion therapy company with focus and scale
- Combined business to compete in the US market with a unified organization and a complementary portfolio
- Extends global reach for the combined company with direct operations in over 20 countries
- Value-creating and risk mitigated deal structure
- ICU Medical Inc. management conference call today at 8:30 am EDT, details below
SAN CLEMENTE, Calif. and NEW YORK, Oct. 06, 2016 — ICU Medical Inc. (NASDAQ:ICUI) and Pfizer Inc. (NYSE:PFE) today announced that they have entered into a definitive agreement under which ICU Medical will acquire all of Pfizer’s global infusion therapy business, Hospira Infusion Systems (HIS), for $1 billion in cash and stock. The Hospira Infusion Systems business includes IV pumps, solutions, and devices that, when combined with ICU Medical’s existing businesses, will create a leading pure-play infusion therapy company, with estimated pro forma combined revenues of approximately $1.45 billion based on trailing twelve month results as of June 2016.
Under the terms of the agreement, Pfizer will receive approximately $400 million in newly issued shares of ICU Medical common stock and $600 million in cash from ICU Medical subject to customary adjustment for net working capital. Upon completion of the transaction, which the companies expect to occur in the first quarter of 2017 subject to customary closing conditions including required regulatory approvals, Pfizer will own approximately 16.6 percent of ICU Medical. In addition, so long as Pfizer continues to hold 10% or more of ICU Medical’s common equity, it will have the right to nominate one director to the company’s board of directors in ICU Medical’s proxy materials, and Pfizer has agreed to certain restrictions on transfer of its shares for at least 18 months.
John Young, Group President of Pfizer Essential Health commented, “We are pleased that Hospira Infusion Systems is combining with ICU Medical, and we believe the combined company will be well positioned in the marketplace to deliver value to customers through its strong product portfolio and the expertise of colleagues from both companies. I’m proud of the Hospira Infusion Systems team and their positive impact on patients around the world.”
The acquisition complements ICU Medical’s existing business by creating a company that has a complete IV therapy product portfolio from solutions to pumps to non-dedicated infusion sets, and gives the company a significantly enhanced global footprint and a platform for continued competitiveness and growth. With an integrated product offering, ICU Medical will hold industry-leading positions in key segments and have access to the full US infusion marketplace with a compelling product portfolio.
“The combination of these two businesses is the natural evolution of a productive relationship that began more than 20 years ago when Hospira began integrating ICU Medical’s needlefree technology into their infusion offering globally,” explained Vivek Jain, ICU Medical’s Chief Executive Officer. “By acquiring the Hospira Infusion Systems business, currently our largest single customer, we create a pure-play infusion business with the focus and scale to compete globally, eliminate our single customer concentration issue, and have a significant value creation opportunity as a much larger company. We look forward to serving more customers as we continue to bring clinical and economic value to the marketplace.”
ICU Medical’s financial advisors for the transaction were Barclays and Wells Fargo Securities, LLC, and Latham & Watkins acted as its legal advisor. Goldman, Sachs & Co. and Guggenheim Securities served as Pfizer’s financial advisors for the transaction, while Skadden, Arps, Slate, Meagher & Flom LLP and Ropes & Gray LLP served as its legal advisors.
ICU Medical Q3 Preliminary Results and Fiscal Year 2016 Guidance Update
For the third quarter of 2016, ICU Medical expects to report quarterly revenue of approximately $96 million and adjusted EBITDA of approximately $33.5 million, and $1.20 adjusted earnings per share. For the year, ICU Medical expects to report results slightly above the high-end of its previously announced guidance of $370 million revenue, $131 million adjusted EBITDA, and $4.60 adjusted diluted earnings per share. See reconciliation of GAAP to non-GAAP financial measures (unaudited) below.
ICU Medical Conference Call and Investor Meetings
ICU Medical, Inc. invites you to review the presentation here.
ICU Medical will host a conference call to discuss the Hospira Infusion Systems acquisition this morning, October 6, 2016 at 8:30 a.m. EDT (5:30 am PDT). The call can be accessed at (800) 936-9761, international (408) 774-4587, conference ID 94524232. The conference call will be simultaneously available by webcast, which can be accessed by going to ICU Medical’s website at www.icumed.com, clicking on the Investors tab, clicking on the Webcast icon and following the prompts. The webcast will also be available by replay.
Members of the ICU Management team will be holding an open investor group meeting in Boston, today October 6 at 12:00 pm at the Boston Hilton, 89 Broad Street, Boston, MA in the Kilby Room and available for one-on-one meetings in Boston on October 6th and New York on October 7th. Please email John Mills at John.Mills@icrinc.com to schedule a meeting or confirm participation in the group meeting.
ICU Medical Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and may often be identified by the use of words such as ”will”, “may”, ”could”, “should”, ‘‘would,’’ “project”, ”believe”, “anticipate”, ”expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, ”continue”, “target”, ”build”, ”expand” or the negative thereof or comparable terminology, and may include (without limitation) information regarding ICU Medical expectations, goals or intentions regarding the future, including, but not limited to, its full year 2016 guidance, the transaction, the expected timetable for completing the transaction, benefits and synergies of the combined business or the transaction, future opportunities for ICU Medical and products and any other statements regarding ICU Medical and the combined business’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods.
These forward-looking statements are based on Management’s current expectations, estimates, forecasts and projections about ICU Medical and assumptions Management believes are reasonable, all of which are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to, decreased demand for ICU Medical ‘s products; decreased free cash flow; the inability to recapture conversion delays or part/resource shortages on anticipated timing, or at all; changes in product mix; increased competition from competitors; lack of continued growth or improving efficiencies; unexpected changes in ICU Medical’s arrangements with its largest customers; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; changes in relevant tax and other laws; the parties’ ability to consummate the transaction; the conditions to the completion of the transaction; the regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with GAAP and related standards or on an adjusted basis; the integration of the acquired business by ICU Medical being more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; the retention of certain key employees of the business being difficult; ICU Medical’s and the business’s expected or targeted future financial and operating performance and results; the scope, timing and outcome of any ongoing legal proceedings and the impact of any such proceedings on ICU Medical’s and the business’s consolidated financial condition, results of operations or cash flows; ICU Medical’s and the business’s ability to protect their intellectual property and preserve their intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in economic and financial conditions of ICU Medical’s business or the business; uncertainties and matters beyond the control of management; and the possibility that ICU Medical may be unable to achieve expected synergies and operating efficiencies in connection with the Transaction within the expected time-frames or at all and to successfully integrate the business.
For more detailed information on the risks and uncertainties, associated with ICU Medical’s business activities, see the risks described in ICU Medical’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”). You can access ICU Medical’s Form 10-K through the SEC website at www.sec.gov, and ICU Medical strongly encourages you to do so. ICU Medical undertakes no obligation to update any statements herein for revisions or changes after the date of this communication.
PFIZER DISCLOSURE NOTICE
The information contained in this release is as of October 6, 2016. Pfizer assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.
This release contains forward-looking information related to, among other things, an agreement by Pfizer to sell its Hospira Infusion Systems business to ICU Medical, including the potential benefits of the transaction and the anticipated timing of the completion of the transaction, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to satisfaction of the conditions to closing the transaction (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including the possibility that the transaction does not close; risks related to the ability to realize the anticipated benefits of the transaction; potential decreases in the market value of the stock component of the consideration package; potential dilution to Pfizer’s ownership position; other business effects, including the effects of industry, market, economic, political or regulatory conditions; and risks related to the ICU Medical common stock that Pfizer will receive in the transaction.
A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results”, as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.
About ICU Medical, Inc.: ICU Medical, Inc. develops, manufactures and sells innovative medical devices used in vascular therapy, oncology and critical care applications. ICU Medical’s products improve patient outcomes by helping prevent bloodstream infections and protecting healthcare workers from exposure to infectious diseases or hazardous drugs. The company’s complete product line includes custom IV systems, closed delivery systems for hazardous drugs, needlefree IV connectors, catheters and cardiac monitoring systems. ICU Medical is headquartered in San Clemente, California. More information about ICU Medical, Inc. can be found at www.icumed.com.
About Pfizer: Working together for a healthier world® At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio includes medicines and vaccines as well as many of the world’s best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world’s premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. For more information, please visit us at http://www.pfizer.com. In addition, to learn more, follow us on Twitter at @Pfizer and @PfizerNews, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
Use of Non-GAAP Financial Information
This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. There are material limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies, including peer companies. Our management believes that the non-GAAP data provides useful supplemental information to management and investors regarding our performance and facilitates a more meaningful comparison of results of operations between current and prior periods. We use non-GAAP financial measures in addition to and in conjunction with GAAP financial measures to analyze and assess the overall performance of our business, in making financial, operating and planning decisions, and in determining executive incentive compensation. The non-GAAP financial measures included in this press release are adjusted EBITDA and adjusted diluted earnings per share (“Adjusted Diluted EPS”).
Adjusted EBITDA excludes the following items:
Intangible asset amortization expense: We do not acquire businesses or capitalize certain patent costs on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization can vary significantly and are unique to each acquisition. Capitalized patent costs can vary significantly based on our current level of development activities. We believe that excluding amortization of intangible assets provides the users of our financial statements with a consistent basis for comparison across accounting periods.
Depreciation expense: We exclude depreciation expense in deriving adjusted EBITDA because companies utilize productive assets of different ages and the depreciable lives can vary significantly resulting in considerable variability in depreciation expense among companies.
Stock compensation expense: Stock-based compensation is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. The value of stock options is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. The value of our restricted stock awards is determined using the grant date stock price, which may not be indicative of our operational performance over the expense period. Additionally, in order to establish the fair value of performance-based stock awards, which are currently an element of our ongoing stock-based compensation, we are required to apply judgment to estimate the probability of the extent to which performance objectives will be achieved. Based on the above factors, we believe it is useful to exclude stock-based compensation in order to better understand our operating performance.
Restructuring and strategic transaction: We incur restructuring and strategic transaction charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financial statements, these unique transactions may limit the comparability of our ongoing operations with prior and future periods.
Adjusted Diluted EPS excludes, net of tax, intangible asset amortization expense, stock compensation expense, restructuring and strategic transaction, legal settlement and bargain purchase gain, which was tax free. We apply our GAAP consolidated effective tax rate to our non-GAAP financial measures, other than when the underlying item has a materially different tax treatment.
From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful information to investors and management.
The following tables reconcile our expected GAAP and non-GAAP financial measures:
ICU MEDICAL, INC. AND SUBSIDIARIES | |||||
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) | |||||
(In thousands, except per share data) | |||||
“Expected” | |||||
Adjusted EBITDA | |||||
Three months ended September 30, 2016 |
|||||
GAAP net income | $ | 17,501 | |||
Non-GAAP adjustments: | |||||
Stock compensation expense | 3,824 | ||||
Depreciation and amortization expense | 4,863 | ||||
Restructuring and strategic transaction expense | 520 | ||||
Provision for income taxes | 6,793 | ||||
Total non-GAAP adjustments | 16,000 | ||||
Adjusted EBITDA | $ | 33,500 | |||
Adjusted diluted earnings per share |
|||||
Three months ended September 30, 2016 |
|||||
GAAP diluted earnings per share | $ | 1.01 | |||
Non-GAAP adjustments: | |||||
Stock compensation expense | $ | 0.22 | |||
Amortization expense | $ | 0.04 | |||
Restructuring and strategic transaction expense | $ | 0.03 | |||
Estimated income tax impact from adjustments | $ | (0.11 | ) | ||
Adjusted diluted earnings per share | $ | 1.20 |
ICU Medical Investor Contacts: Scott Lamb, ICU Medical, Inc. 949-366-2183 slamb@icumed.com John Mills, ICR, Inc 646-277-1254 John.Mills@icrinc.com Media Contact: Tom McCall, ICU Medical, Inc. 949-366-4368 tmccall@icumed.com Pfizer Inc. Investor Contact Chuck Triano 212-733-3901 Media Contact: Joan Campion 212-733-2798
$GTWN to Be #Acquired by #SalemFiveBancorp
Salem Five Bancorp, parent of Salem Five Cents Savings Bank (“Salem Five Bank”) and Georgetown Bancorp, Inc. (NASDAQ: GTWN) (“Georgetown Bancorp”) parent of Georgetown Bank, today jointly announced that they have signed a definitive agreement whereby Salem Five Bancorp has agreed to acquire Georgetown Bancorp, Inc. and its subsidiary Georgetown Bank, in an all cash transaction valued at approximately $49.2 million.
Under the terms of the agreement, shareholders of Georgetown Bancorp, Inc. will receive $26.00 in cash in exchange for each share of Georgetown Bancorp common stock. The consideration represents approximately 148% of Georgetown Bancorp tangible book value at June 30, 2016.
“Salem Five and Georgetown Bank both have longstanding histories as community banks with high standards of integrity, as well as a strong sense of responsibility for the economic vitality of our region. Their foot print is an area of the North Shore, Merrimack Valley and Southern New Hampshire where we are excited to expand our existing branch franchise and complement Salem Five’s existing retail network. Salem Five looks forward to serving the families, businesses, and communities that have relied on Georgetown Bank’s high quality banking with our own trademark commitment to exceptional service and technology,” said Ping Yin Chai, Salem Five Bancorp President and Chief Executive Officer.
At June 30, 2016, Salem Five Bancorp’s consolidated assets were approximately $4.0 billion and Georgetown Bancorp, Inc. had assets of approximately $300 million. Georgetown Bancorp and Salem Five Bancorp are both considered well-capitalized under applicable regulatory capital guidelines, and Salem Five expects to be well-capitalized under such standards upon completion of the transaction. After the completion of the merger, which is expected to close during the first quarter of 2017, the combined entity is expected to have approximately $4.3 billion in assets.
“Georgetown Bank is very excited to partner with Salem Five, one of the most respected community banking organizations in Massachusetts. Our values, culture, management style, and approach to business are very much the same. Additionally, with 30 branches, $4.0 billion in assets, and varied business units, Salem Five can offer career opportunities for our employees, financial services, and community support far greater than we can at our current size and scope. We couldn’t be more confident that this partnership is in the best interests of all of our constituents; shareholders, employees, customers, and community and we look forward to a vibrant and successful future together,” stated Robert E. Balletto, President and Chief Executive Officer of Georgetown Bancorp.
The respective boards of each parent company have unanimously approved the transaction. The transaction is subject to receipt of state and federal regulatory approvals and approval by shareholders of Georgetown Bancorp.
Sandler O’Neill & Partners, L.P. acted as financial advisor to Salem Five Bancorp, and Keefe, Bruyette & Woods, Inc. acted as financial advisor to Georgetown Bancorp, Inc. K&L Gates LLP served as legal counsel to Salem Five Bancorp and Luse Gorman, PC served as legal counsel to Georgetown Bancorp.
About Salem Five Bancorp
Salem Five Bancorp is the parent company of Salem Five Bank (www.salemfive.com), a mutual institution founded in 1855 which designs and delivers sophisticated consumer and commercial banking products and services utilizing smart technology. Salem Five’s products and services are designed from its core belief that, with the right tools and expert service, it is possible to make money less complicated and thereby make customers’ lives simpler and easier. Among the first banks in the country to offer online banking, Salem Five continues to innovate, providing banking access wherever its customers need it: online, mobile, ATMs, offices, phone, email and more. Salem Five is one of the largest Massachusetts-headquartered mutual savings banks with approximately $4.0 billion in assets and 30 retail branches in Essex, Middlesex, Suffolk and Norfolk counties. Deposits are insured through the FDIC and DIF. Salem Five Mortgage Company finances more homes statewide than any other Massachusetts bank, and is one of the largest servicers of mortgages in New England. Salem Five Financial offers financial and retirement planning, portfolio review and money management with a focus on retirement income. Salem Five Insurance provides personal and commercial insurance. Investment and Insurance products sold through Salem Five Financial or Salem Five Insurance are not FDIC insured, not bank guaranteed, may lose value, are not a deposit and not insured by any federal government agency.
About Georgetown Bancorp, Inc.
Georgetown Bancorp, Inc. is the holding company for Georgetown Bank. Georgetown Bank, with branch offices in Georgetown, North Andover and Rowley, Massachusetts, as well as Stratham, New Hampshire, is committed to making a positive difference in the markets it serves. Georgetown Bank’s highest priority is to provide exceptional personal service, act with high ethical standards and in the best interest of its customers, employees, shareholders and business partners. Georgetown Bank strives to help each of its customers achieve their unique financial goals through a competitive array of financial products and services.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, including delays in obtaining regulatory or shareholder approval, difficulties in achieving cost savings from the merger or in achieving such cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Georgetown Bancorp, Inc. and Salem Five Bancorp, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Georgetown Bancorp, Inc. and Salem Five Bancorp are engaged, changes in the securities markets and other risks and uncertainties.
This press release does not constitute a solicitation of proxies.
Georgetown Bancorp, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Georgetown Bancorp are urged to read the proxy statement and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Georgetown Bancorp will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to:
Robert E. Balletto
President and Chief Executive Officer
Georgetown Bancorp, Inc.
2 East Main Street
Georgetown, MA 01833
Georgetown Bancorp, Inc. and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgetown Bancorp in connection with the merger. Information about the directors and executive officers of Georgetown Bancorp, their ownership of Georgetown Bancorp common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Georgetown Bancorp for approval of this merger with Salem Five will be contained in the proxy statement when it becomes available.
Persons seeking additional information regarding Georgetown Bancorp, Salem Five Bancorp or the transaction may wish to visit the websites of each institution:
Georgetown Bancorp, Inc. – http://www.georgetownbank.com/
Salem Five Bancorp – https://www.salemfive.com/
Salem Five Bank
Martha R. Acworth, 978-720-5340
Senior Vice President/CMO
martha.acworth@salemfive.com
or
Georgetown Bancorp, Inc.
Robert Balletto, 978-352-8600 ext. 1201
President/CEO
rballetto@georgetownbank.com
$AUPH Releases Strong Open-Label #AURION Data on #Voclosporin in #Lupus
-Patients in remission at eight weeks remained in remission at 24 weeks
-Data presented at the 10th Annual European Lupus Meeting
Aurinia Pharmaceuticals Inc. (NASDAQ:AUPH / TSX:AUP) (“Aurinia” or the “Company”) a clinical stage biopharmaceutical company focused on the global immunology market, today announced 24-week data in all 10 patients from the AURION study, an open-label exploratory study to assess the short-term predictors of response using voclosporin (23.7mg BID) in combination with mycophenolate mofetil (MMF) and oral corticosteroids in patients with active lupus nephritis (LN). The data are being presented by Robert Huizinga, Vice President of Clinical Affairs at Aurinia at the 10th Annual European Lupus Meeting in Venice, Italy.
The primary objective of the study is to examine biomarkers of disease activity at eight weeks and their ability to predict response at 24 and 48 weeks.
In this study, 70% (7/10) patients achieved complete remission (CR) at 24 weeks as measured by a urinary protein creatinine ratio (UPCR) of ≤ 0.5mg/mg, eGFR within 20% of baseline and concomitant steroid dose of <5mg/day. Of the 10 patients that achieved a reduction of UPCR of ≥ 25% at 8 weeks, 80% were responders (≥ 50% reduction in UPCR over baseline) at 24 weeks and 70% were in CR at 24 weeks. In addition, inflammatory markers such as C3, C4 and anti-dsDNA all continued to normalize to 24 weeks. Voclosporin was well-tolerated with no unexpected safety signals observed.
“The results of AURION provide further proof of concept data to support voclosporin’s use in the treatment of active LN and continue to indicate that 23.7mg BID is the optimal dose to advance into our phase III program,” said Neil Solomons, MD, Chief Medical Officer of Aurinia. “We are encouraged by our ability to quickly predict responses and remission rates in these patients, which can help clinicians optimize patient care and long-term outcomes.”
Details of the results are below:
Patient # | Attained ≥25% reduction in UPCR at 8 weeks |
Attained Partial Remission* at 8 weeks |
Attained Partial Remission* at 24 weeks |
Attained Complete Remission at 8 weeks |
Attained Complete Remission at 24 weeks |
|||||
1 | Y | Y | Y | Y | Y | |||||
2 | Y | Y | Y | Y | Y | |||||
3 | Y | Y | Y | N | N | |||||
4 | Y | N | N | N | N | |||||
5 | Y | Y | Y | Y | Y | |||||
6 | Y | Y | Y | Y | Y | |||||
7 | Y | N | N | N | N | |||||
8 | Y | Y | Y | Y | Y | |||||
9 | Y | N | Y | N | Y | |||||
10 | Y | Y | Y | N | Y | |||||
TOTALS: | 100% (10/10) | 70%(7/10) | 80% (8/10) | 50% (5/10) | 70% (7/10) |
*Retrospectively defined by ≥50% reduction in UPCR
About AURION
The AURION study or “Aurinia Early Urinary Protein Reduction Predicts Response Study” is an open-label, exploratory study being conducted in multiple sites in Malaysia to assess the short term predictors of response using voclosporin (23.7mg) in combination with mycophenolate mofetil and oral corticosteroids in patients with active lupus nephritis. This study will examine biomarkers of disease activity at 8 weeks and their ability to predict response at 24 and 48 weeks.
About Voclosporin
Voclosporin, an investigational drug, is a novel and potentially best-in-class calcineurin inhibitor (“CNI”) with clinical data in over 2,000 patients in other indications. Voclosporin is an immunosuppressant, with a synergistic and dual mechanism of action that has the potential to improve near- and long-term outcomes in LN when added to standard of care (MMF). By inhibiting calcineurin, voclosporin blocks IL-2 expression and T-cell mediated immune responses. It is made by a modification of a single amino acid of the cyclosporine molecule which has shown a more predictable pharmacokinetic and pharmacodynamic relationship, an increase in potency, an altered metabolic profile, and potential for flat dosing. The Company anticipates that upon regulatory approval, patent protection for voclosporin will be extended in the United States and certain other major markets, including Europe and Japan, until at least October 2027 under the Hatch-Waxman Act and comparable laws in other countries.
About Lupus Nephritis (LN)
Lupus Nephritis (LN) in an inflammation of the kidney caused by Systemic Lupus Erythematosus (SLE) and represents a serious progression of SLE. SLE is a chronic, complex and often disabling disorder and affects more than 500,000 people in the United States (mostly women). The disease is highly heterogeneous, affecting a wide range of organs & tissue systems. It is estimated that as many as 60% of all SLE patients have clinical LN requiring treatment. Unlike SLE, LN has straightforward disease outcomes where an early response correlates with long-term outcomes, measured by proteinuria. In patients with LN, renal damage results in proteinuria and/or hematuria and a decrease in renal function as evidenced by reduced estimated glomerular filtration rate (eGFR), and increased serum creatinine levels. LN is debilitating and costly and if poorly controlled, LN can lead to permanent and irreversible tissue damage within the kidney, resulting in end-stage renal disease (ESRD), thus making LN a serious and potentially life-threatening condition.
About Aurinia
Aurinia is a clinical stage biopharmaceutical company focused on developing and commercializing therapies to treat targeted patient populations that are suffering from serious diseases with a high unmet medical need. The company is currently developing voclosporin, an investigational drug, for the treatment of lupus nephritis (LN). The company is headquartered in Victoria, BC and focuses its development efforts globally. www.auriniapharma.com
Forward Looking Statements
This press release contains forward-looking statements, including statements related to Aurinia’s regulatory strategy (including plans to meet with the U.S. Food and Drug Administration to discuss these data and the voclosporin’s subsequent clinical development and path to registration in LN), Aurinia’s analysis, assessment and conclusions of the results of the AURION clinical study, and the efficacy and commercial potential of voclosporin. It is possible that such results or conclusions may change based on further analyses of these data. Words such as “plans,” “intends,” “may,” “will,” “believe,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Aurinia’s current expectations. Forward-looking statements involve risks and uncertainties. Aurinia’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the risk that Aurinia’s analyses, assessment and conclusions of the results of the AURION clinical study set forth in this release may change based on further analyses of such data, and the risk that Aurinia’s clinical studies for voclosporin may not lead to regulatory approval. These and other risk factors are discussed under “Risk Factors” and elsewhere in Aurinia’s Annual Information Form for the year ended December 31, 2015 filed with Canadian securities authorities and available at www.sedar.com and on Form 40-F with the U.S. Securities Exchange Commission and available at www.sec.gov, each as updated by subsequent filings, including filings on Form 6-K. Aurinia expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Aurinia’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
Investor & Media Contact:
Aurinia Pharmaceuticals Inc.
Celia Economides
Head of IR & Communications
ceconomides@auriniapharma.com
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