Stericycle Divests Its Global Product Recall Business

BANNOCKBURN, Ill., Dec. 02, 2020 (GLOBE NEWSWIRE) — Stericycle, Inc. (Nasdaq: SRCL) today announced that it has completed the divestiture of its global product recall business (Expert Solutions) to Sedgwick. Stericycle intends to use the net proceeds from the divestiture to pay down outstanding debt.

“The sale of Expert Solutions demonstrates our continued commitment to deliver on our key business priorities,” said Cindy J. Miller, Chief Executive Officer of Stericycle. “By streamlining Stericycle to its core businesses, we are able to focus greater attention on driving quality of revenue initiatives and improving sustainable operational efficiencies throughout our business.”

“I would like to thank our team members transitioning to Sedgwick. We are confident that Sedgwick will ensure continued quality of service for customers,” Miller added.

The divested business includes approximately 315 team members and seven facilities in the United States, United Kingdom and Canada.

BofA Securities acted as the financial advisor to Stericycle with respect to the transaction to divest the global product recall business and Polsinelli acted as legal advisor.

ABOUT STERICYCLE

Stericycle, Inc., (Nasdaq: SRCL) is a U.S. based business-to-business services company and leading provider of compliance-based solutions that protects people, promotes health and safeguards the environment.  Stericycle serves customers in the U.S. and 17 countries with solutions for regulated waste and compliance solutions, secure information destruction, and patient engagement.  For more information about Stericycle, please visit www.stericycle.com.

SAFE HARBOR STATEMENT

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  When we use words such as “believes,” “expects,” “anticipates,” “estimates,” “may,” “plan,” “will,” “goal” or similar expressions, we are making forward-looking statements.  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.  Factors that could cause such differences include, among others, our proposed private offering of the Notes and the related guarantees and our use of the proceeds from such offering, developments in the COVID-19 pandemic and the resulting impact on the results of operations, precautions we have taken to safeguard the health and safety of our employees which may make certain of our business processes less efficient, measures taken by governmental authorities to prevent the spread of the COVID-19 virus which could disrupt our supply chain, result in disruptions in transportation services and restrictions on the ability of our employees to travel, result in temporary closure of our facilities or the facilities of our customers and suppliers, affect the volume of paper processed by our secure information destruction business and the revenue generated from the sale of sorted office paper (“SOP”), disruptions in our relationships with our employees as a result of certain cost-saving measures, an economic slowdown in the U.S. and other countries resulting from the outbreak of the COVID-19 virus, SOP pricing volatility, foreign exchange rate volatility in the jurisdictions in which we operate, the volume and size of any recall events, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, decreases in the volume of regulated wastes or personal and confidential information collected from customers, the ability to implement our enterprise resource planning (ERP) system, charges related to portfolio rationalization or the failure of divestitures to achieve the desired results, failure to consummate transactions with respect to non-core businesses, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and notes, a downgrade in our credit rating resulting in an increase in interest expense, political, economic, inflationary and other risks related to our foreign operations, the outcome of pending or future litigation or investigations including with respect to the U.S.  Foreign Corrupt Practices Act, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, failure to maintain an effective system of internal control over financial reporting, delays or failures in implementing remediation efforts with respect to existing or future material weaknesses, disruptions in or attacks on information technology systems, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent Quarterly Reports on Forms 10-Q.  As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends.  We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.

FOR FURTHER INFORMATION CONTACT:
Stericycle Investor Relations 847-607-2012

 



Muscle Maker Grill Delivering 2nd Miami Florida Location

Fast casual company signs agreement to expand its delivery only ghost kitchen presence in Miami

League City, Texas, Dec. 02, 2020 (GLOBE NEWSWIRE) — Muscle Maker, Inc. (Nasdaq: GRIL) the parent company of Muscle Maker Grill, Healthy Joe’s and MMG Burger Bar, a fast casual concept known for serving “healthier for you” meals, today announced it has signed an agreement to open its 11th delivery only ghost kitchen in Miami’s Wynwood neighborhood. This will be the company’s second south Florida ghost kitchen location in addition to the new state of the art food court which is outfitted with a kiosk for guests to order directly currently being built out in Miami Beach. The company expects the Miami Beach location to open first quarter of 2021 and the Wynwood location will open shortly thereafter.

Similar to Miami Beach, the Wynwood neighborhood in Miami attracts forward-thinking health trends with its cultural and entertainment-focused vibe. Wynwood is known for its art galleries, restaurants, breweries, clothing stores, dance venues, and murals that cover the walls of many buildings, attracting a younger demographic to work and live in the area. This ghost kitchen location will service area residents with Healthy Joes, Muscle Maker Grill and Meal Plan AF through third party delivery apps.

“The Wynwood location will be a great compliment to our Miami Beach location and south Florida portfolio. We will be able to service both beach side and Miami proper customers, giving us access to millions of people. Our target customer fits perfectly with what the Wynwood neighborhood has to offer and we believe our brands will do very well. We are excited to add the second Miami location to our growing portfolio of ghost kitchens in Chicago, Philadelphia, San Francisco, Sacramento, Providence and NYC markets” said Michael Roper, CEO of Muscle Maker Grill.

About Muscle Maker Grill

Founded in 1995 in Colonia, New Jersey, Muscle Maker Grill features high quality, great tasting food, freshly prepared with proprietary recipes. The menu, created with the guest’s health in mind, is lean and protein based. It features all-natural chicken, grass fed steak, lean turkey, whole wheat pasta, wraps, bowls and more. It also offers a wide selection of fruit smoothies in a variety of assorted flavors, protein shakes and supplements. For more information on Muscle Maker Grill, visit www.musclemakergrill.com.

Forward-Looking Statements

This press release may include “forward-looking statements” pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Muscle Maker, Inc does not undertake any duty to update any forward-looking statements except as may be required by law.

Contact:

Muscle Maker Grill Marketing
[email protected]

Investor Relations:
[email protected]



Spok Rated as #1 Secure Healthcare Provider Communications Platform for the Fourth Consecutive Year

Spok Rated as #1 Secure Healthcare Provider Communications Platform for the Fourth Consecutive Year

Voted top-rated secure communications platform by healthcare clients in Black Book Research survey as health systems face an increase in cybersecurity attacks

SPRINGFIELD, Va.–(BUSINESS WIRE)–Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK) and a global leader in healthcare communications, earned top honors for the fourth consecutive year in a survey of healthcare industry clients by Black Book Research on top-rated secure communications platforms.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201202005008/en/

“The honor means more this year than ever, and demonstrates our market leadership, as healthcare systems continue to battle COVID-19,” said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc. “Since the onset of the pandemic, healthcare systems have faced an increase in data breaches and security threats. Being a top-performing cybersecurity software and service vendor is crucial.”

Kelly added, “We are honored that year after year Spok has ranked number one in this survey, proving that our customers can continue to count on us for secure and reliable care team communications, especially during these unprecedented times.”

From third to fourth quarter 2020, Black Book Research’s secure communications platform client/user survey investigated over 30 solutions vendors used by more than 1,600 validated users nationwide. Ballots from nearly 1,500 healthcare organizations were received and validated for this spotlight survey of user satisfaction and utilization trends.

Spok received the highest honors for customer satisfaction in 12 of the 18 copyrighted key performance indicators Black Book Research measures including strategic alignment with client goals, innovation, reliability, support and customer care, and best of breed technology.

For the full rankings and methodology click here.

About Spok

Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Springfield, Virginia, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Go® and Spok Care Connect® platforms to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok® solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter. 

Spok is a trademark of Spok Holdings, Inc. Spok Go and Spok Care Connect are trademarks of Spok, Inc. 

Katlyn Nesvold

+1 (952) 230-5584

[email protected]

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: Software Mobile/Wireless General Health Data Management Technology Security Other Communications Public Relations/Investor Relations Communications Other Technology Telecommunications Health

MEDIA:

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BIIB INVESTOR FILING DEADLINE: Bernstein Liebhard LLP Reminds Investors of the Deadline to File a Lead Plaintiff Motion in a Securities Class Action Lawsuit Against Biogen Inc.

NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) — Bernstein Liebhard, a nationally acclaimed investor rights law firm, reminds investors of the deadline to file a lead plaintiff motion in a securities class action lawsuit that has been filed on behalf of investors who purchased or acquired the securities of Biogen Inc. (“Biogen” or the “Company”) (NASDAQ: BIIB) from October 22, 2019 through November 6, 2020 (the “Class Period”). The lawsuit filed in the United States District Court for the Central District of California alleges violations of the Securities Exchange Act of 1934.

If you purchasedBiogensecurities, and/or would like to discuss your legal rights and options please visit Biogen Shareholder Lawsuit or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected].

The complaint alleges that throughout the Class Period, defendants made false and/or misleading statements and/or failed to disclose that: (1) the larger dataset did not provide necessary data regarding aducanumab’s effectiveness; (2) the EMERGE study did not and would not provide necessary data regarding aducanumab’s effectiveness; (3) the PRIME study did not and would not provide necessary data regarding aducanumab’s effectiveness; (4) the data provided by the Company to the FDA’s Peripheral and Central Nervous System Drug Advisory Committee did not support finding efficacy of aducanumab; and (5) as a result, Defendants’ statements about its business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

On November 6, 2020, Reuters published an article entitled “U.S. FDA panel votes cannot ignore unsuccessful trial data on Biogen Alzheimer’s drug” which provided information regarding the FDA panel’s votes.

On this news, Biogen’s stock price fell $92.64 per share, or 28%, to close at $236.26 per share on November 9, 2020, the next trading day, damaging investors.

If you wish to serve as lead plaintiff, you must move the Court no later than January 12, 2021. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. Your ability to share in any recovery doesn’t require that you serve as lead plaintiff. If you choose to take no action, you may remain an absent class member.

If you purchased Biogen securities, and/or would like to discuss your legal rights and options please visit https://www.bernlieb.com/cases/biogeninc-biib-shareholder-class-action-lawsuit-fraud-stock-332/apply/ or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected].

Since 1993, Bernstein Liebhard LLP has recovered over $3.5 billion for its clients. In addition to representing individual investors, the Firm has been retained by some of the largest public and private pension funds in the country to monitor their assets and pursue litigation on their behalf. As a result of its success litigating hundreds of lawsuits and class actions, the Firm has been named to The National Law Journal’s “Plaintiffs’ Hot List” thirteen times and listed in The Legal 500 for ten consecutive years.

ATTORNEY ADVERTISING. © 2020 Bernstein Liebhard LLP. The law firm responsible for this advertisement is Bernstein Liebhard LLP, 10 East 40th Street, New York, New York 10016, (212) 779-1414. The lawyer responsible for this advertisement in the State of Connecticut is Michael S. Bigin. Prior results do not guarantee or predict a similar outcome with respect to any future matter.

Contact Information

Matthew E. Guarnero
Bernstein Liebhard LLP
https://www.bernlieb.com
(877) 779-1414
[email protected]



BioSpecifics Announces Completion of Acquisition by Endo Pharmaceuticals

PR Newswire

WILMINGTON, Del., Dec. 2, 2020 /PRNewswire/ — BioSpecifics Technologies Corp. (NASDAQ: BSTC), a biopharmaceutical company that originated and continues to develop collagenase-based therapies with a first-in-class collagenase-based product marketed as XIAFLEX® in North America, today announced the successful completion of its acquisition by Endo International plc (Endo) for approximately $658.2 million in equity value.

Endo’s all-cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of BioSpecifics’ common stock at a purchase price of $88.50 per share expired one minute after 11:59 p.m., New York time, on December 1, 2020. Computershare Trust Company, N.A., the depositary and paying agent for the Offer, reported that approximately 6,159,975 shares of BioSpecifics’ common stock were validly tendered and not validly withdrawn, representing approximately 82.8% of the outstanding shares of BioSpecifics’ common stock on a fully diluted basis. All of the conditions to the Offer have been satisfied, and on December 2, 2020, Endo accepted for payment, and will as promptly as practicable pay for, all shares validly tendered and not validly  withdrawn.

The acquisition was completed on December 2, 2020 through a merger of Beta Acquisition Corp., Endo’s wholly-owned indirect subsidiary, with and into BioSpecifics, with BioSpecifics continuing as the surviving entity, in accordance with Section 251(h) of the Delaware General Corporation Law without a vote of BioSpecifics’ stockholders. In connection with the merger, shares of BioSpecifics that were not tendered prior to the expiration of the Offer were converted into the right to receive consideration of $88.50 per share. As a result of the completion of the merger, BioSpecifics’ common stock will be delisted from The Nasdaq Global Market.

About BioSpecifics Technologies Corp.
BioSpecifics Technologies Corp. is a commercial-stage biopharmaceutical company. The Company discovered and developed a proprietary form of injectable collagenase (“CCH”), which is currently marketed by the Company’s partner, Endo, as XIAFLEX® in North America for the treatment of Dupuytren’s contracture and Peyronie’s disease. Endo announced that it received FDA approval of CCH for the treatment of moderate to severe cellulite in the buttocks of adult women; Qwo™ is expected to be available commercially in the U.S. starting in the first half of 2021. The CCH research and development pipeline includes several additional potential indications including adhesive capsulitis and plantar fibromatosis. For more information, please visit www.biospecifics.com.

About Endo International plc
Endo International plc (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone they serve live their best life through the delivery of quality, life-enhancing therapies. Endo’s decades of proven success come from a global team of passionate employees collaborating to bring the best treatments forward. Together, Endo boldly transforms insights into treatments benefiting those who need them, when they need them. Endo has global headquarters in Dublin, Ireland and U.S. headquarters in Malvern, Pennsylvania. For more information, please visit www.endo.com.

Forward-Looking Statements 
The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would,” or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the planned completion and timing of Endo’s payment for the tendered shares, the delisting of the Company’s common stock, the intent, belief, and current expectations of the Company and members of its senior management team and Board of Directors, potential indications, research and development plans, indications in development, and the occurrence and timing of the commercial launch of Qwo™. Risks and uncertainties that could cause results to differ from expectations include, without limitation: business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; the timing of regulatory filings and action; the ability of Endo to achieve its objectives for XIAFLEX® and Qwo™; the market for XIAFLEX® in, and timing, initiation, and outcome of clinical trials for, additional indications; the potential of XIAFLEX® to be used in additional indications; Endo modifying its objectives or allocating resources other than to XIAFLEX® and Qwo™; adverse impacts on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such as COVID-19; and risks and uncertainties pertaining to the Company’s business, including, without limitation, the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the period ended September 30, 2020, and its other filings with the Securities and Exchange Commission.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

Cision View original content:http://www.prnewswire.com/news-releases/biospecifics-announces-completion-of-acquisition-by-endo-pharmaceuticals-301183768.html

SOURCE BioSpecifics Technologies Corp.

PURA Highlights ALKM Cannabis Co Packing Plans For $2 Trillion Market Opportunity

PR Newswire

DALLAS, Dec. 2, 2020 /PRNewswire/ — Puration, Inc. (USOTC: PURA) today highlighted plans for its recently announced partnership with Alkame Holdings Inc. (USOTC: ALKM). As part of PURA’s overall hemp lifestyle brand strategy, PURA has acquired a five percent stake in ALKM as part of a strategic partnership. ALKM already bottles PURA’s EVERx CBD Sports Water and now PURA plans to substantially expand its co packing relationship with ALKM.

In January of this year, PURA launched an acquisition campaign as a forerunner initiative to the first step of its hemp lifestyle brand transition. The company leveraged its own experience and organic core competencies to acquire CBD infused beverage, edible and topical businesses. 

PURA targeted CBD product acquisitions that could be enhanced with PURA’s patented technology. PURA owns a license to a U.S. Patented cannabis extraction process backed by extensive university medical research. The license, issued by NCM Biotech, is exclusive for beverages, edibles and cosmetics among other uses. NCM Biotech is focused on medical research and Puration has access to that research.

Since launching the acquisition campaign in January, the company has acquired a CBD confections business, a CBD pet products business and CBD sun care business. Combined with its existing beverage industry product line, PURA’s combined horizontal market opportunity ranges across over $2 trillion in market value:

Sexual wellness $39 Billion Projected Market Value 

Confections $232 Billion Projected Market Value 

Pet Products $202 Billion Projected Market Value 

Sun Care $12.6 Billion Projected Market Value 

Non-Alcoholic Beverage $1.6 Trillion Projected Market Value

Look for a series of updates coming soon on new PURA products to be produced by ALKM.

For more information on Puration, visit http://www.purationinc.com.

Disclaimer/Safe Harbor: 

This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company’s current views with respect to future events that involve risks and uncertainties. Among others, these risks include the expectation that any of the companies mentioned herein will achieve significant sales, the failure to meet schedule or performance requirements of the companies’ contracts, the companies’ liquidity position, the companies’ ability to obtain new contracts, the emergence of competitors with greater financial resources and the impact of competitive pricing. In the light of these uncertainties, the forward-looking events referred to in this release might not occur. These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure, or prevent any disease. 

Contact:

Puration, Inc.
Brian Shibley
[email protected]
+1 (800) 861-1350

 

Cision View original content:http://www.prnewswire.com/news-releases/pura-highlights-alkm-cannabis-co-packing-plans-for-2-trillion-market-opportunity-301183763.html

SOURCE Puration, Inc.

ORBCOMM Closes on New Term Loan Facility and Redeems All Outstanding Senior Secured Notes

ROCHELLE PARK, N.J., Dec. 02, 2020 (GLOBE NEWSWIRE) — ORBCOMM Inc. (NASDAQ: ORBC), a global provider of Machine-to-Machine (M2M) and Internet of Things (IoT) solutions, today announced that it has entered into a $200 million five-year term loan facility (the “Term Loan”) and a $50 million revolving credit facility. Concurrently, the Company completed the redemption of all of its outstanding 8.00% senior secured notes (the “Notes”) and ended its previous $25 million revolver facility.

“As part of the next phase of ORBCOMM’s evolution, we’ve taken actions to strategically improve the Company’s capital structure by replacing the previous high-yield notes with this term loan at a significantly lower interest rate,” said Marc Eisenberg, ORBCOMM’s Chief Executive Officer. “With multiple acquisitions and a comprehensive integration effort behind us, as well as lower interest expense, we are in a great position to execute on our business plan, reduce debt levels and focus on organic growth.”

The Term Loan and revolving credit facility bear interest at LIBOR plus an applicable margin based on the Company’s consolidated net leverage ratio and will mature on December 2, 2025. The proceeds of the Term Loan, together with $20 million from the new revolving credit facility and cash on hand, were used to redeem the Company’s outstanding Notes pursuant to their terms at 104% of their principal amount, plus accrued and unpaid interest to, but excluding, December 2, 2020. Upon completion of this redemption, none of the 8.00% Notes remained outstanding.

JPMorgan Chase Bank, N.A., acted as Administrative Agent, Lead Arranger and Joint Bookrunner for the financing. Funding was provided through a syndicate of banks.

Additional details regarding the terms of the new facilities are discussed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.

About ORBCOMM Inc.

ORBCOMM is a global leader and innovator in the industrial Internet of Things, providing solutions that connect businesses to their assets to deliver increased visibility and operational efficiency. The company offers a broad set of asset monitoring and control solutions, including seamless satellite and cellular connectivity, unique hardware and powerful applications, all backed by end-to-end customer support, from installation to deployment to customer care. ORBCOMM has a diverse customer base including premier OEMs, solutions customers and channel partners spanning transportation, supply chain, warehousing and inventory, heavy equipment, maritime, natural resources, and government. For more information, visit www.orbcomm.com.

Forward-Looking Statements

Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

Contacts  

Investor Inquiries:
 

Media


Inquiries


:
Aly Bonilla  Michelle Ferris
Vice President, Investor Relations   Senior Director, Corporate Communications
ORBCOMM Inc.  ORBCOMM Inc.
703-433-6360  703-433-6516
[email protected]    [email protected] 



Playboy Releases Three and Nine Month Financial Results Through September 30, 2020

Playboy Releases Three and Nine Month Financial Results Through September 30, 2020

Third Quarter 2020 Revenue up 86% YOY to $35.0 million, Net Income of $1.3 million

Third Quarter 2020 Adjusted EBITDA up 130% YOY to $7.4 million

YTD Revenue Up 78% YOY, Driven by Growth of Direct-to-Consumer Business

Announces Post-Merger Parent Company Name Change to PLBY Group, Inc., Signaling

Brand and Business Expansion

LOS ANGELES–(BUSINESS WIRE)–
Playboy Enterprises, Inc. (the “Company” or “Playboy”), one of the largest and most recognizable lifestyle brands in the world, today provided three and nine month 2020 financial results through September 30, 2020. The Company also today announced a change of its parent company name after the completion of its proposed business combination with Mountain Crest Acquisition Corp (Nasdaq: MCAC) (“Mountain Crest”) from Playboy Group, Inc. to PLBY Group, Inc. to reflect its expansion into a leading global pleasure and leisure platform.

Ben Kohn, CEO of Playboy, commented, “I’m thrilled with our performance for the three and nine month periods through September 2020. Revenue grew 86% year over year in the third quarter reflecting the strength in our Direct-to-Consumer segment as well as robust performance from our Licensing segment, including great traction with our PacSun and Missguided collaboration lines and from our Asia style & apparel business.”

Kohn continued, “As we look toward the remainder of 2020, we expect to meet or exceed our recently increased full year 2020 financial projections of $137 million in revenue and $28 million in Adjusted EBITDA1 as the fourth quarter is seasonally our strongest, this year being no exception as we’ve experienced a strong Halloween and early holiday shopping season.”

“As we look ahead to 2021, we are encouraged by the strong traction in our digital commerce offerings, our pipeline of licensing deals and recently launched owned-and-operated products, and the recovery of some of our Covid-related losses in our Gaming and Apparel businesses that we anticipate will come back online as those supply chains normalize. In addition, with interest rates at historic lows, and our pro forma net debt anticipated under $100 million at the close of our merger with Mountain Crest, we have begun debt refinancing discussions and expect to benefit from the financial flexibility that comes with the committed capital, a strong balance sheet and a leverage ratio that we anticipate to be under 2x based on our initial anticipated 2021 forward Adjusted EBITDA of $40 million.”

Three and Nine Month 2020 Financial Results Through September 30, 2020

The Company’s third quarter 2020 net revenues were $35.0 million, representing growth of $16.2 million or 86% over the same period in 2019. This growth was primarily driven by Direct-to-Consumer revenue, which increased $15.1 million, and Licensing revenue, which increased $2.0 million, from the year ago period. In the third quarter 2020, the Company generated net income of $1.3 million compared to a net loss of $3.4 million in the same period in 2019, representing a $4.7 million improvement, and Adjusted EBITDA was $7.4 million, up $4.2 million or 130% over the same period in 2019.

On a nine month basis, net revenues were $101.3 million, representing growth of $44.4 million or 78% over the same period in 2019. This growth was primarily driven by Direct-to-Consumer revenue, which increased $40.0 million, and Licensing revenue, which increased $7.0 million, from the year ago period. Net loss for the first nine months of the year improved by $12.8 million, from a net loss of $17.6 million to a net loss of $4.8 million in 2020. Adjusted EBITDA in the first nine months of 2020 was $21.8 million, up $12.3 million or 129% over the same period in 2019.

Kohn continued, “The third quarter was particularly exciting for us as we launched Playboy owned-and-operated Sexual Wellness products, saw strong crossover between our brands with a successful Playboy Midsummer Night’s Dream lingerie collection on Yandy, and made strategic hires in digital product and data science, a key part of our long-term growth plan to drive superior lifetime value of our customers across multiple brands and consumer touchpoints.”

“Additionally, given this strong brand crossover and our robust incubation and M&A pipeline, we’re excited to announce our new corporate positioning as PLBY Group, a signal of our ambition to build the leading platform for pleasure and leisure brands and businesses around the world. We are immensely privileged to have as our cornerstone the original lifestyle brand, Playboy, with its immense global reach and consumer products and experiences that help people around the world enjoy their lives more fully,” Kohn concluded.

Reflecting its expansion into a leading global pleasure and leisure platform, the Company’s new name following the Mountain Crest merger, PLBY Group, Inc., will serve as a holding company that owns, incubates and acquires brands and businesses in four key addressable markets: Sexual Wellness, Style & Apparel, Gaming & Lifestyle, and Beauty & Grooming. Management anticipates that the corporate name change will take effect in the first quarter of 2021.

Please visit the IR section of Mountain Crest Acquisition Corp’s website at www.mcacquisition.com/ to access today’s prepared remarks from Playboy management.

About Playboy

Playboy is one of the largest and most recognizable global lifestyle platforms in the world, with a strong consumer business focused on four categories comprising The Pleasure Lifestyle: Sexual Wellness, Style & Apparel, Gaming & Lifestyle and Beauty & Grooming. Under its mission of Pleasure for All, the 67-year-old Playboy brand drives more than $3 billion in global consumer spend and sells products across 180 countries. Playboy is one of the most iconic brands in history.

About Mountain Crest Acquisition Corp

Mountain Crest Acquisition Corp is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Mountain Crest’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus on operating businesses in North America. Visit https://www.mcacquisition.com/.

Important Information About the Proposed Business Combination and Where to Find It

In connection with the proposed business combination described herein (the “Business Combination”), Mountain Crest intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), which includes the preliminary proxy statement filed with the SEC on November 10, 2020, and a definitive proxy statement on Schedule 14A, when available. Promptly after filing its definitive proxy statement relating to the proposed business combination with the SEC, Mountain Crest will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the Business Combination. INVESTORS AND STOCKHOLDERS OF MOUNTAIN CREST ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MOUNTAIN CREST WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MOUNTAIN CREST, PLAYBOY AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Business Combination (when they become available), and any other documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by visiting the investor relations section of https://www.mcacquisition.com/.

Participants in the Solicitation

Mountain Crest and its directors and executive officers may be deemed participants in the solicitation of proxies from Mountain Crest’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Mountain Crest, and additional information regarding the interests of such participants are included in the preliminary proxy statement for the proposed Business Combination, and is available at www.sec.gov. Information about Mountain Crest’s directors and executive officers and their ownership of Mountain Crest common stock is set forth in Mountain Crest’s prospectus, dated June 4, 2020, and in the preliminary proxy statement, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation is included in the preliminary proxy statement pertaining to the proposed Business Combination, and will be included in a definitive proxy statement on Schedule 14A, when it becomes available. These documents can be obtained free of charge from the sources indicated above.

Playboy and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Mountain Crest in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the preliminary proxy statement for the proposed Business Combination, and will be included in a definitive proxy statement on Schedule 14A, when it becomes available.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Mountain Crest’s and Playboy’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Mountain Crest’s and Playboy’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. In addition, certain financial information, data, projections and statements included herein assume no redemptions by Mountain Crest shareholders in connection with the proposed business combination, and the actual amount of any such redemptions could cause such assumptions and financial information, data, projections and statements to differ materially from those set forth in this release. Most of these factors are outside Mountain Crest’s and Playboy’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against Mountain Crest and Playboy following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Mountain Crest and Playboy, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Playboy’s business and/or the ability of the parties to complete theproposed business combination; (6) the inability to obtain or maintain the listing of Mountain Crest’s shares of common stock on Nasdaq following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Playboy to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mountain Crest or Playboy may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Playboy; (13) risks related to the organic and inorganic growth of Playboy’s business and the timing of expected business milestones; (14) the amount of redemption requests made by Mountain Crest’s stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Mountain Crest for its initial public offering and the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in Mountain Crest’s other filings with the SEC. Mountain Crest cautions that the foregoing list of factors is not exclusive. Mountain Crest and Playboy caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Mountain Crest and Playboy do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.

Use of Non-GAAP Financial Measures

Some of the financial information contained in this release, such as Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Mountain Crest and Playboy believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing Playboy’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and revenue that are required by GAAP to be recorded in Playboy’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents historical non-GAAP financial measures in connection with GAAP results. You should review Playboy’s audited and unaudited financial statements and reconciliations of Adjusted EBITDA to historical net income (loss), the closest GAAP measure, which are included in this release and the preliminary proxy statement filed by Mountain Crest on November 10, 2020 with the SEC. However, not all of the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.


1 Adjusted EBITDA is a Non-GAAP financial measure. Please see the tables at the end of this release for a reconciliation of historical Adjusted EBITDA to the most directly comparable GAAP measure and the discussion below under “Use of Non-GAAP Financial Measures.”

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands)

 

Three Months Ended

September 30,

 

2020

2019

 

 

 

Net revenues

$ 35,004

$ 18,782

Costs and expenses

 

 

Cost of sales

(15,695)

(8,565)

Selling and administrative expenses

(14,827)

(9,186)

Related-party expenses

(257)

(250)

Total costs and expenses

(30,779)

(18,001)

Operating income

4,225

781

Nonoperating income (expense):

 

 

Investment income

2

85

Interest expense

(3,417)

(3,531)

Other income (expense), net

72

(46)

 

 

 

Total nonoperating expense

(3,343)

(3,492)

Income (loss) before income taxes

882

(2,711)

Benefit from (provision for) income taxes

384

(650)

Net income (loss) and comprehensive income (loss)

1,266

(3,361)

Net income (loss) attributable to redeemable noncontrolling

interest

Net income (loss) and comprehensive income (loss) attributable to

 

 

Playboy Enterprises, Inc.

$ 1,266

$ (3,361)

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands)

 

Nine Months Ended

September 30,

 

2020

2019

 

 

 

Net revenues

$ 101,335

$ 56,871

Costs and expenses

 

 

Cost of sales

(50,548)

(25,390)

Selling and administrative expenses

(41,349)

(33,001)

Related-party expenses

(757)

(750)

Total costs and expenses

(92,654)

(59,141)

Operating income (loss)

8,681

(2,270)

Nonoperating income (expense):

 

 

Investment income

30

182

Interest expense

(10,073)

(10,884)

Other income (expense), net

73

(87)

Total nonoperating expense

(9,970)

(10,789)

Loss before income taxes

(1,289)

(13,059)

Provision for income taxes

(3,470)

(4,499)

Net loss and comprehensive loss

(4,759)

(17,558)

Net loss attributable to redeemable noncontrolling interest

Net loss and comprehensive loss attributable to Playboy

 

 

Enterprises, Inc.

$ (4,759)

$ (17,558)

 

 

 

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

September 30,

2020

December 31,

2019

ASSETS

(Unaudited)

 

Current assets:

 

 

Cash and cash equivalents

$ 15,872

$ 27,744

Restricted cash

968

963

Receivables, net of allowance for doubtful accounts of $284 and $302, respectively

6,581

6,153

Inventories, net

11,959

11,750

Contract assets, current portion

1,262

611

Licensed programming costs

480

502

Stock receivable

4,445

Prepaid expenses and other current assets

8,272

6,111

Total current assets

49,839

53,834

 

 

 

Property and equipment, net

5,222

5,932

Trademarks and trade name

336,386

335,934

Goodwill

504

504

Other intangible assets, net

2,518

3,052

Contract assets, net of current portion

6,940

7,391

Other noncurrent assets

12,153

12,004

Total assets

$ 413,562

$ 418,651

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

 

Accounts payable

$ 9,180

$ 7,859

Payables to related parties

7

5

Accrued salaries, wages, and employee benefits

3,998

4,603

Deferred revenues, current portion

15,931

9,857

Long-term debt, current portion

4,052

3,182

Convertible promissory notes

13,500

13,500

Other current liabilities and accrued expenses

16,872

22,143

Total current liabilities

63,540

61,149

 

 

 

Deferred revenues, net of current portion

34,997

41,734

Long-term debt, net of current portion

156,157

157,810

Deferred tax liabilities, net

74,469

72,288

Other noncurrent liabilities

1,568

576

Total liabilities

330,731

333,557

 

 

 

Commitments and contingencies

 

 

Redeemable noncontrolling interest

(208)

(208)

 

 

 

Stockholders’ equity:

 

 

Common stock, $0.01 par value; 10,000,000 shares authorized at September 30, 2020 and December 31, 2019; 5,646,993 shares issued and 3,681,185 shares outstanding at September 30, 2020 and December 31, 2019

36

36

Treasury stock, at cost: 1,965,808 shares at September 30, 2020 and December 31, 2019

(38,455)

(38,455)

Additional paid-in capital

198,962

196,466

Accumulated deficit

(77,504)

(72,745)

Total stockholders’ equity

83,039

85,302

Total liabilities, redeemable noncontrolling interest, and stockholders’ equity

$ 413,562

$ 418,651

 

 

 

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

Nine Months Ended

September 30,

 

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss

$ (4,759)

$(17,558)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation of property and equipment

1,169

1,602

Stock-based compensation

2,496

6,655

Amortization of other intangible assets

534

828

Amortization of deferred financing fees

89

15

Loss (gain) on disposals of assets

8

(20)

Deferred income taxes

2,181

485

Increase in trademarks and trade name

(452)

(408)

Decrease (increase) in licensed programming costs

22

(124)

Changes in operating assets and liabilities:

 

 

Receivables, net

(428)

2,246

Inventories, net

(209)

(18)

Contract assets

(200)

271

Prepaid expenses and other assets

(2,310)

(694)

Accounts payable

1,321

(524)

Payable to related party

2

(3,261)

Accrued salaries, wages, and employee benefits

(605)

(582)

Deferred revenues

(663)

8,967

Other liabilities and accrued expenses

(4,279)

(916)

Net cash used in operating activities

(6,083)

(3,036)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

Purchases of property and equipment

(474)

(3,915)

Proceeds from disposals of property and equipment

7

21

Stock receivable

(4,445)

Net cash used in investing activities

(4,912)

(3,894)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Repayment of long-term debt

(775)

(3,044)

Payment of financing costs

(97)

Net cash used in financing activities

(872)

(3,044)

Net decrease in cash and cash equivalents and restricted cash

(11,867)

(9,974)

Balance, beginning of period

28,707

34,545

Balance, end of period

$ 16,840

$ 24,571

 

 

 

Cash and cash equivalents and restricted cash consist of:

 

 

Cash and cash equivalents

$ 15,872

$ 23,610

Restricted cash

968

961

Total

$ 16,840

$ 24,571

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

Cash paid for income taxes

$ 3,331

$ 3,754

 

 

 

Cash paid for interest

$ 10,175

$ 8,305

GAAP Net Income to Adjusted EBITDA Reconciliation

(Unaudited)

(in thousands)

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

2020

2019

2020

2019

 

 

 

 

Net income (loss)

$ 1,266

$ (3,361)

$ (4,759)

$ (17,558)

Adjusted for:

 

 

 

 

Interest expense

3,417

3,531

10,073

10,884

Provision for (benefit from) income taxes

(384)

650

3,470

4,499

Depreciation and amortization

530

1,062

1,703

2,430

EBITDA

4,829

1,882

10,487

255

Adjusted for:

 

 

 

 

Stock-based compensation

407

627

2,496

6,655

Reduction in force expenses

24

136

2,801

1,184

Non-recurring items

379

3,230

762

Management fees and expenses

257

250

757

750

Nonoperating expenses (income)

153

(39)

124

(95)

Transaction expenses

1,764

1,880

Adjusted EBITDA

$ 7,434

$ 3,235

$ 21,775

$ 9,511

 

Investors

[email protected]


Media

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Home Goods Other Retail Finance Specialty Banking Professional Services Fashion Retail

MEDIA:

IN RE ORMAT TECHNOLOGIES, INC.
 

 

DERIVATIVE LITIGATION
 

 

 
 

 Case No. 18-cv-00439


SHORT FORM NOTICE OF PROPOSED DERIVATIVE SETTLEMENT

TO:     ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF ORMAT TECHNOLOGIES, INC. (“ORMAT” OR THE “COMPANY”) COMMON STOCK AS OF DECEMBER 2, 2020 (THE “RECORD DATE”)

PLEASE TAKE NOTICE that the above-captioned consolidated derivative action (the “Consolidated Derivative Action”) is being settled on the terms set forth in a Stipulation of Settlement, dated July 10, 2020 (the “Stipulation” or “Settlement”).1  Under the terms of the Stipulation, as a part of the proposed Settlement, Ormat will adopt certain corporate governance enhancements.  These reforms are designed to address the claims asserted in the Consolidated Derivative Action and enhance Ormat’s internal controls over accounting and compliance with applicable laws, rules and regulations regarding financial reporting.

The full Board reviewed the derivative settlement parameters, and exercising its business judgment and mindful of its duties to stockholders, approved the Settlement.

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF ORMAT COMMON STOCK AS OF DECEMBER 2, 2020 PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE REFERENCED LITIGATION.

On March 22, 2021, at 10:00 a.m., the Court will hold a hearing (the “Settlement Hearing”) in the Consolidated Derivative Action, either in person, telephonically or via video.  The purpose of the Settlement Hearing is to determine (i) whether the Settlement is fair, reasonable and adequate (ii) whether a final judgment should be entered and the Consolidated Derivative Action should be dismissed with prejudice pursuant to the Stipulation; and (iii) such other matters as may be necessary or proper under the circumstances.

Any Ormat stockholder that objects to the Settlement shall have a right to appear and to be heard at the Settlement Hearing, provided that he, she or it was a stockholder of record or beneficial owner as of December 2, 2020.  Any Ormat stockholder who satisfies this requirement may enter an appearance through counsel of such stockholder’s own choosing and at such stockholder’s own expense, or may appear on their own.  However, no stockholder of Ormat shall be heard at the Settlement Hearing unless, no later than February 22, 2021, such stockholder has filed with the Court, a written notice of objection containing the following information:

  1. Your name, legal address, and telephone number;
  2. The case name and number (In re Ormat Technologies, Inc. Derivative Litigation, Case No. 18-cv-0049);
  3. Proof of being a Ormat stockholder as of the Record Date, December 2, 2020;
  4. The date(s) you acquired your Ormat shares;
  5. A statement of each objection being made;
  6. Notice of whether you intend to appear at the Settlement Hearing (you are not required to appear);
  7. Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony; and
  8. The identities of any cases, by name, court, and docket number, in which the objector or his, her, or its attorney has objected to a settlement in the last three years.

Only stockholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before February 22, 2021.

Any Ormat stockholder as of December 2, 2020 who does not make his, her or its objection in the manner provided herein shall be deemed to have waived such objection and shall be forever foreclosed from making any objection to the fairness, reasonableness or adequacy of the Settlement as incorporated in the Stipulation and/or to the separately negotiated attorneys’ fees and expenses to Plaintiffs’ Counsel, unless otherwise ordered by the Court, but shall otherwise be bound by the Judgment to be entered and the releases to be given.

Inquiries may be made to Plaintiff’s Counsel:
Thomas J. McKenna, Gainey McKenna & Egleston, 501 Fifth Avenue, 19th Floor, New York, New York 10017, telephone: 212-983-1300, facsimile:  212-983-0383

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE
DATED:  December 2, 2020

____________________

1 This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the United States District Court for the District of Nevada.  A link to the Form 8-K filed with the SEC containing the text of the Stipulation may be found on the Company’s website at the Investor Relations page at https://investor.ormat.com/corporate-profile/default.aspx.  All capitalized terms herein have the same meanings as set forth in the Stipulation. 

Ormat Technologies Contact:
Smadar Lavi
VP Corporate Finance and Head of Investor Relations
775-356-9029 (ext. 65726)
[email protected]



Hapbee Announces Launch of A Subscription-Based Wellbeing Wearable, Providing Members the Ability to Choose ‘How They Feel’

PR Newswire

Proprietary, Research-Backed Band Delivers Control and Peace of Mind with the Click of a Button 

VANCOUVER, BC, Dec. 2, 2020 /PRNewswire/ – Hapbee Technologies, Inc. (TSXV: HAPB) (“Hapbee” or the “Company”), a wellness technology company and creator of the Hapbee wearable band (pronounced Happy), is pleased to announce the e-commerce launch of the Company’s consumer wellness product.

Hapbee’s proactive wearable lets you choose how you feel using proprietary ultra-low frequency technology backed by 15 years of research and development with partner EMulate Therapeutics. The Hapbee band delivers signals to the body that the brain recognizes – without depending on substance ingestion.

Members wear Hapbee around their head or neck, sync it with the supported app (IOS and Android accessible) and hit play for a desired sensation (signal) of their choice.

Hapbee currently offers six unique signals, including:

  • Alert – Like a cup of coffee in the morning, get an energy boost to your day
  • Happy – Instead of pouring a drink, get your buzz on, feel loose and let go
  • Calm – Manage stress and find that perfect zen mode
  • Relax – Take it easy, settle back, and let the tension ease away
  • Focus – Keeps you tuned in while accomplishing your goals and “to-do’s”
  • Sleepy – An alternative way to put your mind to rest and wind down after the day

After an incredibly successful Indiegogo campaign earlier this year, the Company implemented blinded studies with closed-beta testers (individuals who experienced 3 or more plays of each signal for 30 minutes or more) with a 100 percent identification success rate between Hapbee signals and a no-signal sham. Studies also showed new users could feel Hapbee’s signals 75 percent of the time, while onboarded users felt them 100 percent of the time, learning curve to recognizing sensations. Read more about the science behind Hapbee and the aforementioned studies at https://hapbee.com/science.

“The feedback from our early adopters and supporters demonstrated the extensive need for this technology in the consumer marketplace,” states Hapbee CEO Scott Donnell. “Our ultimate goal is to create more awareness around the importance of mental fitness for everyone. We are thrilled that we can now share the Hapbee experience with more people and lead the way in this revolutionary wearable wellness space.”

Hapbee is available for purchase at Hapbee.com. The Company is currently in the research and development phases of creating future signals and plans to roll these out in 2021.

About Hapbee Technologies Inc.        
Hapbee Technologies, Inc is a wellness technology company specializing in ultra-low frequencies with proprietary patented technology that records small magnetic fields from solvent substances. The wearable Hapbee band delivers safe, comfortable, sensation ‘signals’ to the body at the click of a button, enabling you to ‘choose how you feel’. At its initial launch, Hapbee provides the signals: Alert, Calm, Happy, Relaxed, Sleepy or Focused.

Following an over half a million Indiegogo launch, which totaled 3713 percent over campaign goal, Hapbee has been featured in: Yahoo!News, Gadgets and Wearables,  Psychology Today, Gizbot, Gadget FlowNews Break, LaunchPad, Best Living Tech, Dude I Want That, Mercom Capital, among more. Learn more at Hapbee.com.

Forward-Looking Information Disclaimer

Certain statements included in this news release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Any statements about Hapbee’s business plans or its upcoming development targets – including development of the Hapbee wearable product and usage of user data to refine the overall Hapbee user experience – are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These risks, uncertainties and assumptions include, but are not limited to, those described in Hapbee prospectus dated October 26, 2020, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there be no assurance that the listing of the common shares of the Company will occur. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements.

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

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/hapbee-announces-launch-of-a-subscription-based-wellbeing-wearable-providing-members-the-ability-to-choose-how-they-feel-301183643.html

SOURCE Hapbee Technologies Inc.