Brighthouse Financial Announces Early Tender Results for 3.700% and 4.700% Senior Notes and Increased Tender Caps

Brighthouse Financial Announces Early Tender Results for 3.700% and 4.700% Senior Notes and Increased Tender Caps

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Brighthouse Financial, Inc. (the “Company” or “Brighthouse Financial”) (Nasdaq: BHF) announced today the early tender results for its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the Notes set forth below. The Company also announced an increase to the aggregate principal amount of each series of Notes that the Company intends to purchase in the Offers from the previously announced amounts to (i) up to an aggregate principal amount of $199,716,000 (the “2027 Notes Tender Cap”) of its 3.700% Senior Notes due 2027 (the “2027 Notes”) and (ii) up to an aggregate principal amount of $350,000,000 (the “2047 Notes Tender Cap” and, together with the 2027 Notes Tender Cap, the “Tender Caps”) of its 4.700% Senior Notes due 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Notes,” and each a “series” of Notes).

The terms and conditions of the Offers are described in the Offer to Purchase for Cash, dated November 10, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal, dated November 10, 2020 (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer Documents”).

Because the aggregate principal amounts of the 2027 Notes and the 2047 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 24, 2020 (the “Early Tender Deadline”) each exceed the applicable Tender Cap, Brighthouse Financial will accept for purchase Notes of each series subject to proration, as described in the Offer to Purchase, so as not to exceed the applicable Tender Cap.

The previously announced withdrawal deadline of 5:00 p.m., New York City time, on November 24, 2020 has passed, and, accordingly, Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase. As of the previously announced early tender date and time of 5:00 p.m., New York City time, on November 24, 2020 (the “Early Tender Deadline”), the aggregate principal amount of each series of Notes set forth in the table below has been validly tendered and not validly withdrawn in the Offers:

Title of

Security

CUSIP

Number

Principal

Amount

Outstanding

 

Tender

Cap(1)

Aggregate

Principal

Amount

Tendered

 

Notes

Accepted

Approximate

Proration

Factor

3.700% Senior

Notes due 2027

10922NAC7/

10922NAA1

$1,500,000,000

 

$199,716,000

$456,065,000

 

$199,716,000

44.0%

4.700% Senior

Notes due 2047

10922NAF0/

10922NAD5/

U6225NAB8

$1,500,000,000

 

$350,000,000

$603,146,000

 

$350,000,000

58.1%

(1) The Tender Cap for each series will be based on the aggregate principal amount with respect to such series.

Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the relevant Total Consideration (as defined in the Offer to Purchase), which includes the applicable Early Tender Premium (as defined in the Offer to Purchase). The “Total Consideration” per $1,000 principal amount of Notes of each series validly tendered and accepted for purchase pursuant to the Offers will be determined by reference to the fixed spread specified for the applicable series of Notes plus the yield based on the bid side price of the applicable U.S. Treasury Security for each series of Notes, as described in the Offer to Purchase, as calculated by Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC at 10:00 a.m., New York City time, on November 25, 2020.

The Company anticipates that payment for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be made on November 27, 2020.

Each Offer will expire at 11:59 p.m., New York City time, on December 9, 2020, or any other date and time to which the Company extends such Offer (such date and time, as the same may be extended with respect to each series of Notes, the “Expiration Time”), unless earlier terminated. Tenders of the Notes in the Offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. As a result of reaching each Tender Cap by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase.

The Financing Condition for the Offers described in the Offer to Purchase was satisfied on November 20, 2020 upon the Company’s issuance of 23,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 5.375% Non-Cumulative Preferred Stock, Series C, for gross proceeds of $575,000,000.

The Company’s obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the applicable Tender Cap, is subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase. The Company continues to reserve the absolute right, subject to applicable law, to: (i) waive any and all conditions to an Offer; (ii) extend or terminate an Offer; (iii) further increase, decrease or eliminate the Tender Cap for an Offer without extending the Early Tender Deadline or Withdrawal Deadline (as defined in the Offer to Purchase); or (iv) otherwise amend an Offer in any respect. Neither of the Offers is conditioned upon consummation of the other Offer nor on any minimum amount of Notes being tendered. If the Company extends the Expiration Time or amends the Tender Cap with respect to either Offer, it may or may not extend or amend such terms with respect to the other Offer in its sole discretion.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as lead dealer managers and Siebert Williams Shank is acting as a co-dealer manager for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC by calling toll free at (212) 357-1452 or collect at (800) 828-3182 or Morgan Stanley & Co. LLC by calling toll free at (800) 624-1808 or collect at (212) 761-1057.

D.F. King & Co., Inc. has been appointed as information agent (the “Information Agent”) and tender agent (the “Tender Agent”) in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Tender Offer Documents, may be directed to D.F. King & Co., Inc. by calling collect at (212) 269-5550 (for banks and brokers) or toll free at (800) 848-3402 (for all others) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

None of the Company, the Company’s Board of Directors, the Dealer Managers, the Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to an Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release shall not constitute an offer to sell, a solicitation to buy, or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

This news release and other oral or written statements that we make from time to time may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements using words such as “anticipate,” “estimate,” “expect,” “may,” “will,” “could,” “intend,” “believe” and other words and terms of similar meaning.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of Brighthouse Financial. These statements are based on current expectations and the current economic environment and involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others: the impact of the ongoing COVID-19 pandemic; differences between actual experience and actuarial assumptions and the effectiveness of our actuarial models; higher risk management costs and exposure to increased market risk due to guarantees within certain of our products; the effectiveness of our variable annuity exposure risk management strategy and the impact of such strategy on volatility in our profitability measures and negative effects on our statutory capital; the reserves we are required to hold against our variable annuities as a result of actuarial guidelines; the potential material adverse effect of changes in accounting standards, practices and/or policies applicable to us, including changes in the accounting for long-duration contracts; our degree of leverage due to indebtedness; the impact of adverse capital and credit market conditions, including with respect to our ability to meet liquidity needs and access capital; the impact of changes in regulation and in supervisory and enforcement policies on our insurance business or other operations; the availability of reinsurance and the ability of the counterparties to our reinsurance or indemnification arrangements to perform their obligations thereunder; the adverse impact to liabilities for policyholder claims as a result of extreme mortality events; heightened competition, including with respect to service, product features, scale, price, actual or perceived financial strength, claims-paying ratings, credit ratings, e-business capabilities and name recognition; any failure of third parties to provide services we need, any failure of the practices and procedures of such third parties and any inability to obtain information or assistance we need from third parties; the ability of our insurance subsidiaries to pay dividends to us, and our ability to pay dividends to our shareholders and repurchase our common stock; the effectiveness of our policies and procedures in managing risk; our ability to market and distribute our products through distribution channels; whether all or any portion of the tax consequences of our separation from MetLife, Inc. (“MetLife”) are not as expected, leading to material additional taxes or material adverse consequences to tax attributes that impact us; the uncertainty of the outcome of any disputes with MetLife over tax-related or other matters and agreements or disagreements regarding MetLife’s or our obligations under our other agreements; the potential material negative tax impact of potential future tax legislation that could make some of our products less attractive to consumers; and other factors described from time to time in documents that we file with the U.S. Securities and Exchange Commission (the “SEC”). Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

About Brighthouse Financial, Inc.

Brighthouse Financial, Inc. (Brighthouse Financial) (Nasdaq: BHF) is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S.,1 we specialize in products designed to help people protect what they’ve earned and ensure it lasts. Learn more at brighthousefinancial.com.

1 Ranked by 2019 admitted assets. Best’s Review®: Top 200 U.S. Life/Health Insurers. A.M. Best, 2020.

FOR INVESTORS

David Rosenbaum

(980) 949-3326

[email protected]

FOR MEDIA

Deon Roberts

(980) 949-3071

[email protected]

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Professional Services Insurance Finance

MEDIA:

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Vontier to Present at the Credit Suisse 8th Annual Virtual Global Industrials Conference

Vontier to Present at the Credit Suisse 8th Annual Virtual Global Industrials Conference

RALEIGH, N.C.–(BUSINESS WIRE)–
Vontier Corporation (“Vontier”) (NYSE: VNT) today announced that President and Chief Executive Officer, Mark Morelli, and Senior Vice President and Chief Financial Officer, David Naemura, will be presenting at the Credit Suisse 8th Annual Virtual Global Industrials Conference on Wednesday, December 2, 2020 at 3:10 p.m. ET. The audio will be simultaneously webcast and will be archived on www.vontier.com.

ABOUT VONTIER

Vontier is a global industrial technology company focused on transportation and mobility solutions. The company’s portfolio of trusted brands includes market-leading expertise in mobility technologies, retail and commercial fueling, fleet management, telematics, vehicle diagnostics and repair, and smart cities end-markets. Vontier’s innovative products, services, and software advance efficiency, safety, security, and environmental compliance worldwide.

Guided by the proven Vontier Business System and an unwavering commitment to continuous improvement and customer success, Vontier keeps traffic flowing through more than 90,000 intersections, serves more than 260,000 customer fueling sites, monitors more than 480,000 commercial vehicles, and equips over 600,000 auto technicians worldwide. Vontier’s history of innovation, margin profile, and cash flow characteristics are expected to support continued investment across a spectrum of compelling organic and capital deployment growth opportunities. Vontier is mobilizing the future to create a better world.

Lisa Curran

Vice President, Investor Relations

Vontier Corporation

5420 Wade Park Boulevard, Suite 206

Raleigh, NC, 27607

Telephone: (984) 275-6000

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Software Fleet Management Data Management Technology Automotive Construction & Property Other Transport Trucking Urban Planning Transport Logistics/Supply Chain Management Telecommunications

MEDIA:

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Michaels is Calling On #DifferenceMakers to Creatively Spread Holiday Cheer

Michaels is Calling On #DifferenceMakers to Creatively Spread Holiday Cheer

Retailer is recognizing those who light up holiday spirits through arts, craft, and decor

IRVING, Texas–(BUSINESS WIRE)–
The Michaels Companies, Inc. (NASDAQ: MIK), North America’s largest arts and crafts retailer, launches an initiative to inspire Americans to brighten their communities with creativity. A recent study1 reveals that nearly three quarters of the nation (70%) say that holiday decorations make them happy. With many Americans turning to holiday décor to spark joy during this challenging year; “Difference Makers” seeks to recognize consumers who are crafting and decorating to evoke festive cheer.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201125005398/en/

“Our makers are notorious for creating unique and special ways to celebrate life’s moments and this holiday season will be no different,” says Ron Stoupa, Senior Vice President of Marketing, Michaels. “From decking the halls, baking treats, socially distanced gift swaps, and virtual parties, we hope our décor, projects, and classes encourage makers to spread happiness during a year when we need it most.”

Michaels is encouraging makers to share how they, or someone in their lives, are using creativity to bring cheer to those in their community who need it most. Now through December 26th, makers are invited to visit www.michaels.com/differencemakers to upload an image and description of their goodwill gesture. Select entries may be profiled on Michaels channels and receive a $250 Michaels gift card.

To kick-off the initiative, Michaels is highlighting the stories of four inspiring #DifferenceMakers:

  • Stacy Lazzara, Illinois: Stacy, a mom and chalk-artist, is brightening spirits in the pediatric oncology clinic at Central DuPage Hospital by decorating the clinic with holiday décor and craft kits for patients, staff and families to enjoy throughout the holidays
  • Wendy Morell, Florida: Wendy, a sewing enthusiast who has been making masks and making a difference in her community this year, is making spirits bright by surprising a local woman who is suffering from a rare illness with uplifting holiday cheer by decorating her home with festive décor
  • Lindi Holden, Colorado: Lindi is an avid crafter with a passion for making who is giving back by decorating the front porch of a deserving family of frontline workers with cheerful holiday décor
  • Debbie Miller, Iowa: Debbie is a DIY enthusiast who is using her creativity to make a difference in her community this holiday season by making decorative holiday ornaments to support a fundraising initiative for a young boy who was injured in an accident

For more information, inspiration, projects, and products visit www.Michaels.com.

About The Michaels Companies, Inc.:

The Michaels Companies, Inc. is North America’s largest specialty provider of arts, crafts, framing, floral, wall décor, and seasonal merchandise for Makers and do-it-yourself home decorators. The Company operates more than 1,275 Michaels stores in 49 states and Canada. Additionally, the Company serves customers through digital platforms including Michaels.com and Canada.michaels.com. The Michaels Companies, Inc., also owns Artistree, a manufacturer of high-quality custom and specialty framing merchandise. For a list of store locations or to shop online, visit www.michaels.com or download the Michaels app.

1 Angus Reid Survey of 1,000 Americans, November 5-9, 2020

Mallory Smith

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Other Consumer Women Department Stores Men Specialty Home Goods Family Consumer Retail Online Retail

MEDIA:

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Abiomed to Hold Fireside Chat at the Piper Sandler 32nd Annual Virtual Healthcare Conference

Abiomed to Hold Fireside Chat at the Piper Sandler 32nd Annual Virtual Healthcare Conference

DANVERS, Mass.–(BUSINESS WIRE)–Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced that Michael R. Minogue, Chairman, President and Chief Executive Officer, will hold a fireside chat at the Piper Sandler 32nd Annual Virtual Healthcare Conference on Thursday, December 3, 2020 at 8:30am ET.

ABOUT ABIOMED

Based in Danvers, Massachusetts, Abiomed, Inc. is a leading provider of medical devices that provide circulatory support. Our products are designed to enable the heart to rest by improving blood flow and/or performing the pumping of the heart. For additional information, please visit: www.abiomed.com.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements, including, without limitation, statements regarding development of Abiomed’s existing and new products, the company’s progress toward commercial growth, and future opportunities and expected regulatory approvals. All statements, other than statements of historical facts, may be forward-looking statements. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “should,” “likely,” “will” and other words and terms of similar meaning. The company’s actual results may differ materially from those anticipated in these forward-looking statements based upon a number of factors, including, without limitation: the scope, scale and duration of the impact of the COVID-19 pandemic, the company’s dependence on Impella® products for all of its revenues; the company’s ability to successfully compete against its existing or potential competitors; the acceptance of the company’s products by cardiac surgeons and interventional cardiologists; long sales and training cycles associated with expansion into new hospital cardiac centers; reduced market acceptance of the company’s products due to lengthy clinician training process; the company’s ability to effectively manage its growth; the company’s ability to successfully commercialize its products; the company’s ability to obtain regulatory approvals and market and sell its products in certain jurisdictions; enforcement actions and product liability suits relating to off-label uses of the company’s products; unsuccessful clinical trials or procedures relating to products under development; the company’s ability to maintain compliance with regulatory requirements; the failure of third-party payers to provide reimbursement of the company’s products; the company’s ability to increase manufacturing capacity to support continued demand for its products; the company or its vendors’ failure to achieve and maintain high manufacturing standards; the failure of the company’s suppliers to provide the components the company requires; the company’s ability to expand its direct sales activities into international markets; the outcome of ongoing securities class action litigation relating to our public disclosures, the company’s ability to integrate acquired companies into its operations and other risks and challenges detailed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the most recently filed Annual Report on Form 10-K and the filings subsequently filed with or furnished to the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. Unless otherwise required by law, the company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of unanticipated events.

For further information please contact:

Todd Trapp

Vice President and Chief Financial Officer

978-646-1680

[email protected]

Sarah Karr

Communications Manager

978-882-8211

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Biotechnology Medical Devices Other Health Health Cardiology

MEDIA:

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Anavex Life Sciences to Present at the Evercore ISI 3rd Annual HealthCONx Conference

NEW YORK, Nov. 25, 2020 (GLOBE NEWSWIRE) — Anavex Life Sciences Corp. (“Anavex” or the “Company”) (Nasdaq: AVXL), a clinical-stage biopharmaceutical company developing differentiated therapeutics for the treatment of neurodegenerative and neurodevelopmental disorders including Alzheimer’s disease, Parkinson’s disease, Rett syndrome and other central nervous system (CNS) diseases, today announced that its President & Chief Executive Officer, Christopher U. Missling, PhD, will present at the virtual Evercore ISI 3rd Annual HealthCONx Conference on Thursday, December 3, 2020 at 11:45 a.m. ET.

The fireside chat will be webcast live and can be accessed through the following link https://wsw.com/webcast/evercore11/avxl/2380047 or by visiting the investors section of the company’s website at www.anavex.com. The webcast will be archived for a period of 30 days following the conclusion of the live event.

About Anavex Life Sciences Corp.

Anavex Life Sciences Corp. (Nasdaq: AVXL) is a publicly traded biopharmaceutical company dedicated to the development of differentiated therapeutics for the treatment of neurodegenerative and neurodevelopmental disorders including Alzheimer’s disease, Parkinson’s disease, Rett syndrome and other central nervous system (CNS) diseases, pain and various types of cancer. Anavex’s lead drug candidate, ANAVEX®2-73 (blarcamesine), recently completed a successful Phase 2a clinical trial for Alzheimer’s disease. ANAVEX®2-73 (blarcamesine) is an orally available drug candidate that restores cellular homeostasis by targeting sigma-1 and muscarinic receptors. Preclinical studies demonstrated its potential to halt and/or reverse the course of Alzheimer’s disease. ANAVEX®2-73 (blarcamesine) also exhibited anticonvulsant, anti-amnesic, neuroprotective and anti-depressant properties in animal models, indicating its potential to treat additional CNS disorders, including epilepsy. The Michael J. Fox Foundation for Parkinson’s Research previously awarded Anavex a research grant, which fully funded a preclinical study to develop ANAVEX®2-73 (blarcamesine) for the treatment of Parkinson’s disease. ANAVEX®3-71, which targets sigma-1 and muscarinic receptors, is a promising preclinical drug candidate demonstrating disease-modifying activity against the major hallmarks of Alzheimer’s disease in transgenic (3xTg-AD) mice, including cognitive deficits, amyloid and tau pathologies. In preclinical trials, ANAVEX®3-71 has shown beneficial effects on mitochondrial dysfunction and neuroinflammation. Further information is available at www.anavex.com. You can also connect with the company on Twitter,Facebook and LinkedIn.

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including the risks set forth in the Company’s most recent Annual Report on Form 10-K filed with the SEC. Readers 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 Anavex Life Sciences Corp. undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

For Further Information:

Anavex Life Sciences Corp.
Research & Business Development
Toll-free: 1-844-689-3939
Email: [email protected]

Investors & Media:

Email: [email protected]



REMINDER/Media Advisory: BRP to Present its Third Quarter Results for Fiscal Year 2021

VALCOURT, Quebec, Nov. 25, 2020 (GLOBE NEWSWIRE) — BRP Inc. (TSX:DOO; NASDAQ:DOOO) will hold its third quarter FY2021 financial results conference call on Wednesday, November25, 2020.

José Boisjoli, President and Chief Executive Officer, and Sébastien Martel, Chief Financial Officer, will present the results of the third quarter of FY2021 and address questions from analysts on a conference call at 9 a.m. (EST).

Third
Quarter FY
20
2
1
Results

The press release will be distributed on Canadian and American newswires on Wednesday, November 25, at approximately 6 a.m. (EST).

For investors and analysts:

Telephone 514-392-0235 or
  1-800-564-3880 (toll-free in North America)
  Event code: 4344421
  Click
here for international dial-in numbers
   
Webcast Clic
k here to access the webcast
   

Business media are allowed to join the call but will not be permitted to ask questions. This webcast will also be live on the Internet here and accessible to media and interested participants. An archived recording will be available here two hours after the event for 30 days following the original broadcast.

About BRP

We are a global leader in the world of powersports vehicles, propulsion systems and boats built on over 75 years of ingenuity and intensive consumer focus. Our portfolio of industry-leading and distinctive products includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am on- and off-road vehicles, Alumacraft, Manitou, Quintrex, Stacer and Savage boats, Evinrude and Rotax marine propulsion systems as well as Rotax engines for karts, motorcycles and recreational aircraft. We complete our lines of products with a dedicated parts, accessories and apparel business to fully enhance the riding experience. With annual sales of CA$6.1 billion from over 120 countries, our global workforce is made up of approximately 12,600 driven, resourceful people.

www.brp.com

@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, Manitou, Quintrex, Stacer, Savage, Evinrude and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

For media enquiries: For investor relations:
   
Elaine Arsenault Philippe Deschênes
Senior Advisor, Media Relations Investor Relations
Tel.: 514.238.3615 Tel.: 450.532.6462
[email protected]  [email protected] 



Surface Oncology to Participate in the 3rd Annual Evercore ISI HealthCONx Conference

CAMBRIDGE, Mass., Nov. 25, 2020 (GLOBE NEWSWIRE) — Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that Jeff Goater, chief executive officer, and Robert Ross, M.D., chief medical officer, will participate in the upcoming 3rd Annual Evercore ISI Global HealthCONx Conference on December 2, 2020 at 12:10 p.m. ET. The discussion will focus on Surface Oncology’s lead programs, SRF617 (targeting CD39) and SRF388 (targeting IL-27), as well as Surface’s emerging pre-clinical pipeline, highlighted by SRF813 (targeting PVRIG, also known as CD112R) and SRF114 (targeting CCR8).

About Surface Oncology:

Surface Oncology is an immuno-oncology company developing next-generation antibody therapies focused on the tumor microenvironment. Its pipeline includes two wholly-owned lead programs targeting CD39 (SRF617) and IL-27 (SRF388), a clinical-stage collaboration with Novartis targeting CD73 (NZV930), and two preclinical programs, each focused primarily on activating natural killer cells (via targeting PVRIG, also known as CD112R (SRF813)), or depleting regulatory T cells (via targeting CCR8 (SRF114)). Surface’s novel cancer immunotherapies are designed to achieve a clinically meaningful and sustained anti-tumor response and may be used alone or in combination with other therapies. For more information, please visit www.surfaceoncology.com.

Contacts:

Investors
Matt Lane
[email protected]
617-901-7698

Media
Matthew Corcoran
mcorcoran@tenbridgecommunications.com
617-866-7350

 



Minerals Technologies Announcement Regarding Elementis plc (“Elementis”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NEW YORK, Nov. 25, 2020 (GLOBE NEWSWIRE) — Minerals Technologies Inc. (NYSE: MTX) (“MTI” or “the Company”) announces today that, on 24 November 2020, it made a second approach to the Board of Elementis regarding an increased all-cash possible offer for Elementis.

Minerals Technologies’ increased proposal comprised an all-cash offer of 117 pence per Elementis share, representing an increase of 9% on Minerals Technologies’ initial proposal of 107 pence per share.

The increased proposal represents a premium of approximately:

  • 43% to Elementis’ closing share price on 4 November 2020, the date immediately prior to Minerals Technologies’ initial approach; and
  • 61% to Elementis’ 90 trading-day volume weighted average share price up to 4 November 2020.

After approximately two hours, the Elementis Board reverted and notified Minerals Technologies that this revised proposal had been rejected and Elementis has, to date, declined to enter into discussions with Minerals Technologies.

Minerals Technologies hopes to engage with the Elementis Board with the goal of proceeding to a recommended transaction that is highly attractive to Elementis’ shareholders. Minerals Technologies is today announcing the details of the increased proposal made to the Elementis Board so that Elementis’ shareholders have access to this information.

Minerals Technologies is currently considering its position. There can be no certainty that any firm offer will be made. However, any firm offer would be likely to be solely in cash.

In accordance with Rule 2.6(a) of the Code, Minerals Technologies must, by not later than 5.00 p.m. (London time) on 10 December 2020, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5 of the Code, Minerals Technologies reserves the right to:

  1. vary the form and/or mix of the consideration described in this announcement; and
  2. make an offer on less favourable terms than those described in this announcement:
    • with the recommendation or consent of the Board of Elementis;
    • if Elementis announces, declares or pays a dividend or any other distribution or return of capital to its shareholders after this announcement (in which case Minerals Technologies reserves the right to make an equivalent reduction to the proposed price);
    • if a third party announces a firm intention to make an offer for Elementis on less favourable terms than those set out in this announcement; or
    • following the announcement by Elementis of a whitewash transaction pursuant to the Code.

A further announcement will be made as appropriate.

Enquiries    
     
Minerals Technologies    
Investor Contact    
Erik Aldag   +1 (212) 878 1831
     
Media Contact    
Michael Landau   +1 (212) 878 1840
     
Lazard
(Financial Adviser)
   
Mark McMaster   +1 (212) 632 6000
Richard Shaw / Edward Earlam   +44 (0) 20 7187 2000
     
Peel Hunt (Broker)    
Tom Ballard / Mike Burke / Mike Bell   +44 (0) 20 7418 8900
     
Finsbury (Communications)    
James Murgatroyd   +44 (0) 7768 254911
Gordon Simpson   +44 (0) 7778 739237

About Minerals Technologies
New York-based Minerals Technologies (MTI) is a global resource- and technology-based company that develops, produces and markets a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. Minerals Technologies serves the paper, foundry, steel, construction, environmental, energy, polymer and consumer products industries. The Company reported sales of $1.8 billion in 2019. For further information, please visit our website at www.mineralstech.com. (MTI-G)

Important notices

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Minerals Technologies and no one else in connection with the possible transaction described in this announcement, and will not be responsible to anyone other than Minerals Technologies for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the possible transaction referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, the possible transaction referenced herein, any statement contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Minerals Technologies and for no-one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Minerals Technologies for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation. Any persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities or other laws of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This announcement (including any information incorporated by reference into it), oral statements made regarding any possible transaction, and any other information published by Minerals Technologies, may contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections 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. The forward-looking statements contained in this announcement, if any, may include statements relating to the expected effects of the possible transaction, the expected timing and scope of any possible transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words and phrases such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Minerals Technologies believes that the expectations reflected in such forward-looking statements, if any, are reasonable, it can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Minerals Technologies, nor any of its shareholders, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on any such forward-looking statements. Other than in accordance with its legal or regulatory obligations, Minerals Technologies is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this announcement is intended as a profit forecast or profit estimate.

Publication on website

A copy of this announcement will be available on Minerals Technologies’ website at investors.mineralstech.com promptly, and by no later than 12 noon (London time) on the business day following this announcement in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.



Baycrest and BestLifeRewarded Innovations Collaborate in New Behavioural Initiative Promoting Self-care for Family Caregivers

OAKVILLE, Ontario, Nov. 25, 2020 (GLOBE NEWSWIRE) — BestLifeRewarded Innovations (BLRI) is proud to announce a new collaboration with Baycrest, a global leader in geriatric residential living, aging and brain health, to increase preventative and self-care behaviours for family caregivers. This offering to be made available as part of Baycrest@Home has been awarded a 2019 Spark grant from the Centre for Aging + Brain Health Innovation, a Toronto-based solution accelerator for the aging and brain health sector.

Baycrest@Home is the first program of its type to prioritize the needs of family caregivers looking after older adults with dementia, bringing support tools and programming backed by science to caregivers in the community. Launching in the new year, this Spark funded initiative will support caregivers with a plug and play behavioural incentive tool, BestLifeRewarded. The BestLifeRewarded platform can be utilized 24/7 and provide access to health assessments and trackers, and a robust reporting dashboard to closely and accurately support this research initiative.

Fueled by a proven evidence-based framework through BestLifeRewarded, this venture serves as a special niche for both teams. The BLRI and Baycrest collaboration will build on research offering to tackle the ongoing challenge of prioritizing personal self-care measures. In addition, both teams will have access to valuable metrics that capture health behaviours among caregivers of varying demographics.

“The Baycrest team has extensive experience and a strong track record in developing evidence-based, innovative interventions with older adults and caregivers,” says Dr. Adriana Shnall, Program Director, of Baycrest@Home. “Through this project, and through partnering with BestLifeRewarded, we hope that we can continue to support caregivers so that they can continue to look after their loved ones in the community.”

In bringing the convenience of self-care to this high-risk population, BestLifeRewarded sets out to support Baycrest in the ongoing proactive health-promotion initiatives required to make a change in the community. BLR wellness programming is tailored to each individual, taking both personal motivators and HRA findings into account. The result is true wellness—where people fulfill their needs, not just their likes. The platform is designed to demonstrate that integrating a number of proven behaviour change models has a better health effect than using any one of them alone. Since the inception of the BLR program, hundreds of thousands of health assessment data records have been collected. The data demonstrates the proprietary BLR platform is leading to positive behaviour change. Members self-reported a significant improvement in modifiable risk factors between baseline and reassessment. Improvements were seen in key risk factors important to overall health.

“BestLifeRewarded is a proven solution that connects and appreciates participants’ intrinsic motivators to inspire health behaviour change,” says Cynthia Hastings-James, co-founder of BestLifeRewarded Innovations. “We now look forward to applying our best practices exclusively to the caregiver population. Caregivers are often neglected in the healthcare system. It’s time we bring this issue forward to create sustainable behaviour change among the caregiver community.”

About BestLifeRewarded Innovations

BestLifeRewarded is a health behaviour change system. BLRI gives employers or organizational leaders the opportunity to take a proactive role in managing the wellness of their employees by providing resources and programs centered on overall well-being. BestLifeRewarded supports over 12,000 Canadian companies and more than 4 million Canadians and growing. With over 10 years experience in proven behavioural breakthroughs, BLRI has been recognized globally for its evidence-informed innovation in health behaviour change. For more information on BestLifeRewarded Innovations, please visit www.bestliferewarded.com

About Baycrest@Home

Baycrest@Home prepares and supports family caregivers of older adults experiencing declining cognitive health using technology to connect caregivers with specialized expertise and services that help keep family members safe, engaged, and healthy. Baycrest@Home is a service of Baycrest, a global leader in geriatric residential living, healthcare, research, innovation and education, with a special focus on brain health and aging. As an academic health sciences centre fully affiliated with the University of Toronto, Baycrest provides an exemplary care experience for aging clients combined with an extensive clinical training program for students and one of the world’s top research institutes in cognitive neuroscience. For more information on Baycrest@Home, please visit https://programs.baycrestathome.ca

Media contacts:

Cynthia Hastings-James
BestLifeRewarded Innovations
905-336-1000
[email protected]

Simon Cheesman
Baycrest
416-785-2500 ext. 6181
[email protected]

Michelle Petch Gotuzzo                 
Baycrest                                                                
416-785-2500 ext. 6932        
[email protected]



GFL Environmental announces successful completion of refinancing initiatives

PR Newswire

VAUGHAN, ON, Nov. 25, 2020 /PRNewswire/ – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today provided an update on its recently announced refinancing initiatives.

On November 23, 2020, GFL closed its previously announced upsized offering of US$500.0 million in aggregate principal amount of 4.000% senior notes due 2028 issued at 99.171%. The Company will use the net proceeds from the offering to redeem all of its outstanding US$405.0 million aggregate principal amount of 7.000% Senior Notes due 2026 (the “7.000% Unsecured Notes”) and to pay related fees, premiums and accrued and unpaid interest on the 7.000% Unsecured Notes. The 7.000% Unsecured Notes will be redeemed in full on November 27, 2020.   Any remaining proceeds from the offering will be used to repay borrowings under the Company’s revolving credit facility.

GFL also completed the previously announced amendment to its revolving credit agreement to, among other things, (a) reduce the currently applicable margin by 50 basis points to 2.25% above Bankers Acceptance or Libor, (b) extend the maturity date to November 24, 2024, and (c) conform certain terms of the agreement to its other long term debt arrangements.  The amendment took effect on November 24, 2020.

“We are extremely proud of the results of our recent efforts to de-lever our balance sheet as well as having a continued focus on reducing our cost of capital to increase our free cash flow,” said Patrick Dovigi, Founder and Chief Executive Officer of GFL. “As I have said in the past, we have a very supportive group of institutional debt investors that have been in our capital structure for several years. We have worked very hard to build their trust as stewards of their capital and in turn they have supported us in our growth strategies, allowing us to continue to pursue our goal of creating long-term value for all of our stakeholders.”

About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services through its platform of facilities throughout Canada and in 27 states in the United States. Across its organization, GFL has a workforce of more than 13,000 employees and provides its broad range of environmental services to more than 135,000 commercial and industrial customers and its solid waste collection services to more than 4 million households.

Forward-Looking Information

This release includes certain “forward-looking statements”, including statements relating to the use of proceeds of the recently completed note offering. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the “Risk Factors” section of the Company’s final prospectus relating to its initial public offering dated March 2, 2020 and the Company’s other periodic filings with the SEC and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

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SOURCE GFL Environmental Inc.