Clairvest Reports Fiscal 2021 Second Quarter Results

TORONTO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2021 second quarter and six months ended September 30, 2020 as well as material events which occurred subsequent to quarter end. (All figures are in Canadian dollars unless otherwise stated)

Highlights

  • September 30, 2020 book value was $868.5 million or $57.67 per share versus $893.0 million or $59.27 per share as at June 30, 2020
  • Net loss for the quarter ended September 30, 2020 was $24.2 million or $1.61 per share. For the six months ended September 30, 2020, net income was $40.1 million or $2.66 per share
  • Digital Media Solutions (“DMS”), an investee company of Clairvest and Clairvest Equity Partners V (“CEP V”), completed its transaction with Leo Holdings Corp., becoming a publicly traded company on the NYSE
  • NovaSource Power Services (“NovaSource”), an investee company of Clairvest and Clairvest Equity Partners VI (“CEP VI”), signed definitive documents with First Solar, Inc. (“FSLR”) to acquire its North American operations and maintenance business
  • Subsequent to quarter end, Clairvest announced the addition of Anne-Mette de Place Filippini to its board of directors
  • Subsequent to quarter end, Clairvest announced a $5 special dividend payable on November 23, 2020 to shareholders of record as at November 9, 2020
  • Subsequent to quarter end, Clairvest and CEP VI made a new equity investment in F12.NET, one of Canada’s leading managed IT services providers

Clairvest’s book value was $868.5 million or $57.67 per share as at September 30, 2020, compared with $893.0 million or $59.27 per share as at June 30, 2020. The decrease in book value per share for the quarter was primarily attributable to net loss for the quarter of $24.2 million, or $1.61 per share, which resulted from net valuation changes in our private equity investment portfolio.

In July 2020, DMS completed its transaction with Leo Holdings Corp., becoming publicly traded on the NYSE under the symbol DMS. As part of the transaction, Clairvest and CEP V received cash proceeds of US$8.2 million and US$18.9 million respectively and 6,091,377 and 14,213,214 Class A common stock of DMS respectively, which in aggregate represents 34.6% of total outstanding shares of DMS. Clairvest and CEP V also received 276,653 and 648,524 publicly traded warrants (NYSE: DMS WS) respectively, which are convertible into Class A common shares at an exercise price of USD$11.50 per warrant.

In August 2020, NovaSource signed definitive agreements with FSLR to acquire their North American operations and maintenance business. The transaction will be funded through a combination of third-party term debt and equity from Clairvest and CEP VI. The acquisition, which is on track to close during fiscal 2021, is subject to customary closing conditions, some of which already have been received. This transaction positions NovaSource as the leader in the growing solar O&M industry in terms of quality, capability, geographic reach and scale.  

In October 2020, Clairvest announced a one-time special dividend of $5.00 per common share, or $75.3 million in aggregate. The dividend is an eligible dividend for Canadian income tax purposes. The dividend will be paid to common shareholders of record as at November 9, 2020 on November 23, 2020. As at September 30, 2020, cash and treasury investments, including those held at wholly-owned acquisition entities, was $475 million, or $31.58 per share.

In November 2020, Clairvest and CEP VI made a $36 million equity investment in F12.NET, a leader in the Canadian managed IT services space. F12.NET provides comprehensive technology packages to small and medium enterprises across the country. Clairvest’s portion of the investment was $9.7 million.

“Since June 2018, we have generated over $400 million in cash proceeds from investment divestures, resulting in our cash balances becoming a significant portion of our book value. We looked closer at our capital needs and made a decision to return a portion of these wins to our shareholders in the form of a $5 per common share special dividend,” said Ken Rotman, CEO of Clairvest. “We continue to be well capitalized to amply fund our CEP fund commitments and to help our portfolio companies navigate through this pandemic. We look forward to continuing the deployment of capital to our latest investment program in CEP VI. Since launching the CEP VI investment program nine months ago, we have made four investments and are encouraged by the various opportunities that we are seeing in our investment pipeline. While the pandemic has negatively impacted some of our investments, others are succeeding despite this difficult environment due to the efforts and creativity of the management team at Clairvest combined with the leadership at our portfolio companies, for which we are grateful.”

Summary of Financial Results – Unaudited
         
Financial Results

Quarter ended Six months ended
September 30 September 30
2020 2019 2020 2019
($000’s, except per share amounts) $ $ $ $
Net investment gain (loss) (24,615
)
14,166 50,075 33,650
Net carried interest from Clairvest Equity Partners III and IV 121 1,695 (7,764
)
3,939
Distributions, interest income, dividends and fees 8,015 12,422 19,157 18,975
Total expenses, excluding income taxes 11,503 10,509 17,790 33,697
Net income (loss) and comprehensive income (loss) (24,234
)
15,511 40,118 21,389
Basic and fully diluted net income (loss) per share (1.61
)
1.03 2.66 1.42

Financial Position

September 30 March 31,
2020 2020
($000’s, except share information and per share amounts) $ $
Total assets 962,358 944,878
Total cash, cash equivalents and temporary investments 415,026 428,856
Carried interest from Clairvest Equity Partners III and IV 35,944 44,409
Corporate investments(1) 455,357 400,291
Total liabilities 93,813 107,463
Management participation from Clairvest Equity Partners III and IV 27,191 34,115
Book value(2) 868,545 837,415
Common shares outstanding 15,061,801 15,075,301
Book value per share(2) 57.67 55.55

(1) Includes carried interest of $44,351 (March 31: $14,453) and management participation of $30,875 (March 31: $10,893) from Clairvest Equity Partners V and VI.
(2) Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities. The term book value does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies. There is no comparable IFRS measure presented in Clairvest’s consolidated financial statements and thus no applicable quantitative reconciliation for such non-IFRS financial measure. The Company has calculated book value consistently for many years and believes that book value can provide information useful to its shareholders in understanding its performance, and may assist in the evaluation of its business relative to that of its peers.

Clairvest’s second quarter fiscal 2021 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

About Clairvest

Clairvest Group Inc. is a private equity investor
which
invests its
own
capital, and that of third parties through the Clairvest Equity Partners (“CEP”) limited partnerships, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners.  Clairvest realizes value through investment returns and the eventual disposition of its investments.

Contact Information

Maria Shkolnik
Director, Investor Relations and Marketing
Clairvest Group Inc.        
Tel: (416) 925-9270
Fax: (416) 925-5753
[email protected]

Forward-looking Statements

This news release contains forward-looking statements
with respect to
Clairvest Group Inc., its subsidiaries,
its
CEP limited partnerships and their investments.
These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.



www.clairvest.com

TAL Announces Investment by a Global Growth Investment Firm

PR Newswire

BEIJING, Nov. 12, 2020 /PRNewswire/ — TAL Education Group (NYSE: TAL) (“TAL” or the “Company”), a leading K-12 after-school tutoring services provider in China, today announced that a global growth investment firm has agreed to purchase a total of approximately US$1.5 billion of newly issued Class A common shares of the Company. Following the transaction, the investor will hold, taking into account its existing holding, approximately 8.35% of the Company’s outstanding shares.

The transaction is subject to customary closing conditions and the closing is expected to take place in November 2020. The investor has agreed not to sell, transfer or dispose of any shares acquired in the transaction for six months after the closing.

The share issuance is exempt from registration under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or is made in reliance on, and in compliance with, Regulation S under the Securities Act.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Information regarding these risks and uncertainties is included in the Company’s reports filed with, or furnished to the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and TAL Education Group undertakes no duty to update such information or any forward-looking statement, except as required under applicable law.

About TAL Education Group

TAL Education Group is a leading K-12 after-school tutoring services provider in China. The acronym “TAL” stands for “Tomorrow Advancing Life”, which reflects our vision to promote top learning opportunities for Chinese students through both high-quality teaching and content, as well as leading edge application of technology in the education experience. TAL Education Group offers comprehensive tutoring services to students from pre-school to the twelfth grade through three flexible class formats: small classes, personalized premium services, and online courses. Our tutoring services cover the core academic subjects in China’s school curriculum as well as competence oriented programs. The Company’s learning center network currently covers 91 cities. We also operate www.jzb.com, a leading online education platform in China. Our ADSs trade on the New York Stock Exchange under the symbol “TAL”.

For further information, please contact:

Echo Yan

Investor Relations
TAL Education Group
Tel: +86 10 5292 6658
Email: [email protected]

Caroline Straathof

IR Inside
Tel: +31 6 5462 4301
Email: [email protected]

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SOURCE TAL Education Group

Dentsply Sirona to present at the Wolfe Research Virtual Healthcare Conference on November 19

CHARLOTTE, N.C., Nov. 12, 2020 (GLOBE NEWSWIRE) — DENTSPLY SIRONA Inc. (“Dentsply Sirona”) (Nasdaq: XRAY), the Dental Solutions Company, today announced that it will participate in the 2020 Wolfe Research Virtual Healthcare Conference on November 19th.

Don Casey, Chief Executive Officer, will represent the company and his fireside chat is scheduled at 1:45PM Eastern Time. Investors and other interested parties will be able to access a live audio webcast by visiting www.dentsplysirona.com. A replay of the presentation will also be available on the Dentsply Sirona website at www.dentsplysirona.com.

About Dentsply Sirona

Dentsply Sirona is the world’s largest manufacturer of professional dental products and technologies, with a 132-year history of innovation and service to the dental industry and patients worldwide. Dentsply Sirona develops, manufactures, and markets a comprehensive solutions offering including dental and oral health products as well as other consumable medical devices under a strong portfolio of world class brands. As The Dental Solutions Company, Dentsply Sirona’s products provide innovative, high-quality and effective solutions to advance patient care and deliver better, safer and faster dentistry. The Company’s shares of common stock are listed in the United States on Nasdaq under the symbol XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona and its products.

Contact Information:

Investors:
John Sweeney, CFA, IRC
Vice President, Investor Relations
+1-717-849-7863
[email protected] 

WRAP TECHNOLOGIES, INC. CLASS ACTION Alert: Wolf Haldenstein Adler Freeman & Herz LLP reminds investors that a securities class action lawsuit has been filed in the United States District Court for the Central District of California on behalf of investors that purchased Wrap Technologies, Inc.

RAPIDLY APPROACHING LEAD PLAINTIFF DEADLINE IS NOVEMBER 23, 2020

PR Newswire

NEW YORK, Nov. 12, 2020 /PRNewswire/ — Wolf Haldenstein Adler Freeman & Herz LLP  announces that a federal securities class action  lawsuit  has  been  filed in the United States District Court for the

Central District of California on behalf of investors that purchased Wrap Technologies, Inc. (NASDAQ: WRTC) (the “Company”)  securities between July 31, 2020 and September 23, 2020, inclusive (the “Class Period”).

All
 investors who purchased shares of
Wrap Technologies, Inc.
,
and incurred losses are urged
to contact the firm immediately at  [email protected] or (800) 575-0735 or (212) 545-4774. You may obtain additional information concerning the action or join the case on our website, www.whafh.com.

If you  have  incurred  losses  in  the  shares of against Wrap Technologies, Inc.,you may,no later than November 23, 2020,  request that the Court appoint you lead plaintiff of the proposed class.  Please contact Wolf Haldenstein to learn more about your rights as an investor in the shares of Wrap Technologies, Inc.  


CLICK HERE TO JOIN CASE

On September 23, 2020, White Diamond Research published a report entitled “Wrap Technologies: Disastrous LAPD BolaWrap Pilot Program Results, No Evidence These Have Been Communicated To Investors” alleging, among other things, that the Company’s trial pilot program with the LAPD was a disaster, and that the Company had not disclosed the results to investors.

On this news, securities of Wrap fell $2.07  per  share, or 25.43%,  to close at $6.07 per share.


Wolf Haldenstein
has extensive experience in the prosecution of securities class actions and derivative litigation in state and federal trial and appellate courts across the country.  The firm has attorneys in various practice areas; and offices in New York, Chicago and San Diego.  The reputation and expertise of this firm in shareholder and other class litigation has been repeatedly recognized by the courts, which have appointed it to major positions in complex securities multi-district and consolidated litigation.

If you wish to discuss this action or have any questions regarding your rights and interests in this case, please immediately contact Wolf Haldenstein by telephone at (800) 575-0735, via e-mail at [email protected], or visit our website at  www.whafh.com.

Contact:

Wolf Haldenstein Adler Freeman & Herz LLP
Kevin Cooper, Esq.
Gregory Stone, Director of Case and Financial Analysis
Email: [email protected], [email protected] or [email protected] 
Tel: (800) 575-0735 or (212) 545-4774

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules. 

Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, announces that a class action lawsuit has been filed in the United States District Court for the Central District of California on behalf of investors that purchased Wrap Technologies, Inc. (NASDAQ: WRTC) securities between July 31, 2020 and September 23, 2020 (the “Class Period”). Investors have until November 23, 2020 to apply to the Court to be appointed as lead plaintiff in the lawsuit.

Click here to participate in the action.

On September 23, 2020, White Diamond Research published a report entitled “Wrap Technologies: Disastrous LAPD BolaWrap Pilot Program Results, No Evidence These Have Been Communicated To Investors” alleging, among other things, that the Company’s trial pilot program with the LAPD was a disaster, and that the Company had not disclosed the results to investors.

On this news, securities of Wrap fell $2.07 per share, or 25.43% to close at$6.07 per share on September 23, 2020.

The complaint, filed on September 23, 2020, alleges that throughout the Class Period defendants made false and/or misleading statements and/or failed to disclose that: (1) the Company had concealed the results of the LAPD BolaWrap pilot program, which demonstrated that the BolaWrap was ineffective, expensive, and sparingly used in the field; and (2) as a result, defendants’ public statements were materially false and/or misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

 

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SOURCE Wolf Haldenstein Adler Freeman & Herz LLP

National Storage Affiliates Trust Announces Increase in Quarterly Common Dividend

National Storage Affiliates Trust Announces Increase in Quarterly Common Dividend

GREENWOOD VILLAGE, Colo.–(BUSINESS WIRE)–
National Storage Affiliates Trust (“NSA” or the “Company”) (NYSE: NSA), today announced its Board of Trustees declared regular cash dividends for the fourth quarter 2020 payable on December 31, 2020 to shareholders of record on December 15, 2020 on the following securities:

  • a dividend of $0.35 per common share, representing an annualized dividend rate of $1.40. The new rate represents a 6.1% increase from the fourth quarter 2019 dividend rate; and
  • a dividend of $0.375 per share on the Company’s 6.000% Series A Cumulative Redeemable Preferred Shares.

Tamara Fischer, President and Chief Executive Officer, commented, “We are pleased to be able to raise the dividend for the second time this year, as our operations continue to benefit from our differentiated PRO structure as well as the resilience of the self storage sector.”

Upcoming Industry Conference

NSA management is scheduled to participate in the Nareit REITworld 2020 Virtual Conference, November 17-19, 2020.

About National Storage Affiliates Trust

National Storage Affiliates Trust is a real estate investment trust headquartered in Denver, Colorado, focused on the ownership, operation and acquisition of self storage properties located within the top 100 metropolitan statistical areas throughout the United States. As of September 30, 2020, the Company held ownership interests in and operated 788 self storage properties located in 35 states and Puerto Rico with approximately 49.5 million rentable square feet. NSA is one of the largest owners and operators of self storage properties among public and private companies in the United States. For more information, please visit the Company’s website at www.nationalstorageaffiliates.com. NSA is included in the MSCI US REIT Index (RMS/RMZ), the Russell 2000 Index of Companies and the S&P SmallCap 600 Index.

National Storage Affiliates Trust

Investor/Media Relations

George Hoglund, CFA

Vice President – Investor Relations

720.630.2160

[email protected]

KEYWORDS: United States North America Colorado

INDUSTRY KEYWORDS: Construction & Property REIT

MEDIA:

GOHEALTH, INC. CLASS ACTION ALERT: Wolf Haldenstein Adler Freeman & Herz LLP reminds investors that it has filed a securities class action lawsuit in the United States District Court for the Northern District of Illinois against GoHealth, Inc.

APPROACHING LEAD PLAINTIFF DEADLINE ON NOVEMBER 20, 2020

PR Newswire

 
NEW YORK and CHICAGO, Nov. 12, 2020 /PRNewswire/ — Wolf Haldenstein Adler Freeman & Herz LLP  reminds investors that  it has filed a  federal  securities  class  action  lawsuit  against GoHealth, Inc.  (“GoHealth” or the “Company”) (NASDAQ: GOCO).   The class action, filed in United States District Court for the Northern District of Illinois, Eastern Division, and docketed under 1:20-cv-05765, is on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired GoHealth Class A common stock pursuant and/or traceable to the registration statement issued in connection with GoHealth’s July 2020 initial public offering (the “IPO”). Wolf Haldenstein is seeking to pursue remedies under the Securities Act of 1933 (the “Securities Act”) against GoHealth, certain of GoHealth’s officers and directors, and the private equity sponsor of the IPO and its affiliates.

All
 investors who purchased shares of
GoHealth
and incurred losses are urged
to contact the firm immediately at  [email protected] or (800) 575-0735 or (212) 545-4774. You may obtain additional information concerning the action or join the case on our website, www.whafh.com.

If you  have  incurred  losses  in  the  shares of against  GoHealth.,you may,no later than November 20, 2020,  request that the Court appoint you lead plaintiff of the proposed class.  Please contact Wolf Haldenstein to learn more about your rights as an investor in the shares of GoHealth.


CLICK HERE TO JOIN CASE

On June 19, 2020, GoHealth filed a registration statement  with the United States Securities and Exchange Commission (“SEC”) for the IPO on Form S-1 (the “Registration Statement”), which was used to sell to the investing public 43.5 million shares of GoHealth Class A common stock at $21 per share, for total gross proceeds of $913.5 million.

Our complaint alleges that the Offering Materials for the IPO were negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading, and failed to make necessary disclosures required under the rules and regulations governing their preparation. Specifically, the Offering Materials failed to disclose that at the time of the IPO:

  • the Medicare insurance industry was undergoing a period of elevated churn, which had begun in the first half of 2020;
  • GoHealth suffered from a higher risk of customer churn as a result of its unique business model and limited carrier base;
  • GoHealth suffered from degradations in customer persistency and retention as a result of elevated industry churn, vulnerabilities that arose from the Company’s concentrated carrier business model, and GoHealth’s efforts to expand into new geographies, develop new carrier partnerships and worsening product mix;
  • GoHealth had entered into materially less favorable revenue sharing arrangements with its external sales agents; and
  • these adverse financial and operational trends were internally projected by GoHealth to continue and worsen following the IPO.

Since the July 2020 IPO, the price of GoHealth Class A common stock has suffered significant price declines. By September 15, 2020, GoHealth Class A common stock closed at just $12.53 per share – over 40% below the $21 per share price investors paid for the stock in the IPO nearly two months prior.


Wolf Haldenstein
has extensive experience in the prosecution of securities class actions and derivative litigation in state and federal trial and appellate courts across the country.  The firm has attorneys in various practice areas; and offices in New York, Chicago and San Diego.  The reputation and expertise of this firm in shareholder and other class litigation has been repeatedly recognized by the courts, which have appointed it to major positions in complex securities multi-district and consolidated litigation.

If you wish to discuss this action or have any questions regarding your rights and interests in this case, please immediately contact Wolf Haldenstein by telephone at (800) 575-0735, via e-mail at [email protected], or visit our website at  www.whafh.com.

Contact:
Wolf Haldenstein Adler Freeman & Herz LLP
Kevin Cooper, Esq.
Gregory Stone, Director of Case and Financial Analysis
Email: [email protected], [email protected] or [email protected] 
Tel: (800) 575-0735 or (212) 545-4774

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules. 

 

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SOURCE Wolf Haldenstein Adler Freeman & Herz LLP

GCC Obtained a Favorable Resolution in the Annulment of the Damages Award, All Legal Proceedings in Bolivia Have Been Exhausted

CHIHUAHUA, Mexico, Nov. 12, 2020 (GLOBE NEWSWIRE) — Grupo Cementos de Chihuahua, S.A.B. de C.V. (BMV: GCC*, or “the Company”), a leading producer of cement and concrete in the United States and Mexico, announced today that it has obtained a favorable resolution in the annulment of the “Damages Award”, in the arbitration process commenced by Compañía de Inversiones Mercantiles, S.A. (“CIMSA”), against the Company and pursuant to the Inter-American Commission on International Commercial Arbitration.

This annulment was notified by the highest constitutional justice authority in Bolivia on October 29th of this year. Consequently, all legal proceedings filed in the country of Bolivia have been resolved in favor of GCC.

Based on this resolution, the Company will commence the corresponding legal proceedings in the United States to reverse the ruling from the District Court of Colorado.

About GCC

GCC is a leading supplier and producer of cement, concrete, aggregates, and construction‐related services in the United States, Mexico and Canada, with an annual cement production capacity of 5.8 million metric tons. Founded in 1941, the Company’s shares are listed on the Mexican Stock Exchange under the ticker symbol GCC*.

Forward-Looking Statements

This press release may contain forward-looking statements. All statements that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “project” and similar expressions are generally intended to identify forward-looking statements. These statements are subject to risks and uncertainties including, among others, changes in macroeconomic, political, legal, public health crises including COVID-19, governmental or business conditions in the markets where GCC operates; changes in interest rates, inflation rates and currency exchange rates; performance of the construction industry; and pricing, business strategy and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from the beliefs, projections, and estimates described herein. GCC assumes no obligation to update the information contained in this press release.

For
further
information
,
contact
:

GCC Investor Relations

Ricardo Martinez
+52 (614) 442 3176
+ 1 (303) 739 5943
[email protected]

Intact Financial Corporation Announces $1.25 Billion Bought Deal Private Placement of Subscription Receipts to Finance a Portion of the Purchase Price of the Possible Offer for RSA Insurance Group PLC (“RSA”)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Further to the announcement on November 5, 2020 relating to the possible offer for RSA by Intact Financial Corporation (TSX: IFC) (“Intact” or the “Company”) and Tryg A/S (together with Intact, the “Consortium”) (the “Transaction”), Intact announced today that it has entered into an agreement with a group of underwriters, led by CIBC Capital Markets and Barclays Capital Canada Inc., pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 9,272,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of $134.50 per Subscription Receipt for gross proceeds of $1.25 billion (the “Offering”). The underwriters intend to arrange for substituted purchasers for the Subscription Receipts. The Subscription Receipts will be offered by way of private placement to accredited investors and other exempt purchasers in all provinces and territories of Canada, The Subscription Receipts will be subject to a four month hold period under applicable securities laws in Canada.

Earlier today, Intact announced that it had entered into subscription agreements with institutional investors for the aggregate issuance of 23.8 million subscription receipts at a price of $134.50 per subscription receipt for gross proceeds of $3.2 billion (the “Cornerstone Equity Financing”). The Offering and Cornerstone Equity Financing together provide Intact with all of the equity financing it would require to fund its share of the purchase price for RSA.

The Transaction would generate significant value through loss ratio and expense ratio improvements across the operations of Intact. The acquisition of RSA’s Canadian operations is expected to drive approximately 75% of the value creation, with UK & International operations accounting for approximately 20% and specialty lines accounting for approximately 5%. Over $250 million of pre-tax annual run rate synergies are expected within 36 months, before any risk selection improvements. Intact intends to apply its expertise in digital, data and AI platforms, pricing and risk selection, claims management, and investment and capital management to RSA’s platform to drive profitability.

Should a firm offer be made for RSA, which is subject to, amongst other things, due diligence and reaching definitive agreements with various stakeholders, Intact estimates the proposed Transaction to complete during the second quarter of 2021.

No firm offer has been made, nor can there be any certainty that an offer will be made, for RSA under the UK Takeover Code.

Each Subscription Receipt will entitle the holder to receive one common share of Intact upon closing of the Transaction. Completion of the Offering is conditional upon the Consortium announcing a firm offer for RSA on or prior to closing. Additional information on the proposed transaction is available at Intact’s website at https://www.intactfc.com/English/investors/. The completion of the Offering is also subject to approval of the Toronto Stock Exchange and other customary closing conditions. The offering is expected to close on December 3, 2020

The Subscription Receipts and the common shares of Intact have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States, except in certain transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these subscription receipts within the United States.

About
Intact

Intact Financial Corporation is the largest provider of property and casualty (P&C) insurance in Canada and a leading provider of specialty insurance in North America, with over $11 billion in total annual premiums. The Company has approximately 16,000 employees who serve more than five million personal, business and public sector clients through offices in Canada and the U.S.

In Canada, Intact distributes insurance under the Intact Insurance brand through a wide network of brokers, including its wholly-owned subsidiary BrokerLink, and directly to consumers through belairdirect. Frank Cowan Company, a leading MGA, distributes public entity insurance programs including risk and claims management services in Canada.

In the U.S., Intact Insurance Specialty Solutions provides a range of specialty insurance products and services through independent agencies, regional and national brokers, wholesalers and managing general agencies. Products are underwritten by the insurance company subsidiaries of Intact Insurance Group USA, LLC.

For further information please contact:

Intact
Media Inquiries

Jennifer Beaudry
Senior Consultant, External Communications
1 514 282-1914 ext. 87375
[email protected]

Intact
Investor Inquiries

Ryan Penton
Director, Investor Relations
1 416 341-1464 ext. 45112
[email protected]

Forward-looking statements

Certain of the statements included in this press release about the Offering and the Cornerstone Equity Financing, the proposed acquisition of RSA (the “Acquisition”) or any other future events or developments constitute forward-looking statements. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely”, “potential” or the negative or other variations of these words or other similar or comparable words or phrases, are intended to identify forward-looking statements. Unless otherwise indicated, all forward-looking statements in this press release are made as of November 12, 2020, and are subject to change after that date.

Forward-looking statements are based on estimates and assumptions made by management based on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes are appropriate in the circumstances. In addition to other estimates and assumptions which may be identified herein, estimates and assumptions have been made regarding, among other things, the receipt of all requisite approvals in a timely manner and on terms acceptable to the Company, the realization of the expected strategic, financial and other benefits of the Acquisition, and economic and political environments and industry conditions. However, the completion of the Acquisition is expected to be subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation, regulatory approvals, and there can be no assurance that the Acquisition will be completed. There can also be no assurance that if the Acquisition is completed, the strategic and financial benefits expected to result from the Acquisition will be realized. Many factors could cause the Company’s actual results, financial performance or condition, or achievements to differ materially from those expressed or implied by the forward-looking statements herein, including, without limitation, the following factors:

  • expected regulatory processes and outcomes in connection with the Company’s business;
  • the Company’s ability to implement its strategy or operate its business as management currently expects;
  • the Company’s ability to accurately assess the risks associated with the insurance policies it writes;
  • unfavourable capital market developments or other factors, including the impact of the COVID-19 pandemic and related economic conditions, which may affect the Company’s investments, floating rate securities and funding obligations under its pension plans;
  • the cyclical nature of the P&C insurance industry;
  • management’s ability to accurately predict future claims frequency and severity, including in the high net worth and personal auto lines of business;
  • government regulations designed to protect policyholders and creditors rather than investors;
  • litigation and regulatory actions, including with respect to the COVID-19 pandemic;
  • periodic negative publicity regarding the insurance industry;
  • intense competition;
  • the Company’s reliance on brokers and third parties to sell its products to clients and provide services to the Company and the impact of COVID-19 and related economic conditions on such brokers and third parties;
  • the Company’s ability to successfully pursue its acquisition strategy;
  • the Company’s ability to execute its business strategy;
  • the uncertainty of obtaining in a timely manner, or at all, the regulatory approvals required to complete the Acquisition, the issuance of the subscription receipts and the issuance of the common shares issuable pursuant to the subscription agreements;
  • unfavourable capital markets developments or other factors that may adversely affect the Company’s ability to finance the Acquisition;
  • the Company’s ability to improve its combined ratio, retain business and achieve synergies and maintain market position arising from successful integration plans relating to the Acquisition, as well as management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and accretion in various financial metrics;
  • its ability to otherwise complete the integration of the business acquired within anticipated time periods and at expected cost levels;
  • the Company’s dependence on key employees and its ability to attract and retain key employees in connection with the Acquisition;
  • the Company’s ability to achieve synergies arising from successful integration plans relating to acquisitions generally;
  • the Company’s profitability and ability to improve its combined ratio in the United States;
  • the Company’s ability to retain and attract new business in connection with the Acquisition;
  • the Company’s participation in the Facility Association (a mandatory pooling arrangement among all industry participants) and similar mandated risk-sharing pools;
  • terrorist attacks and ensuing events;
  • the occurrence and frequency of catastrophe events, including a major earthquake;
  • catastrophe losses caused by severe weather and other weather-related losses, as well as the impact of climate change;
  • the occurrence of and response to public health crises including epidemics, pandemics or outbreaks of new infectious diseases, including most recently, the coronavirus (COVID-19) pandemic and ensuing events;
  • the Company’s ability to maintain its financial strength and issuer credit ratings;
  • the Company’s access to debt and equity financing;
  • the Company’s ability to compete for large commercial business;
  • the Company’s ability to alleviate risk through reinsurance;
  • the Company’s ability to successfully manage credit risk (including credit risk related to the financial health of reinsurers);
  • the Company’s ability to contain fraud and/or abuse;
  • the Company’s reliance on information technology and telecommunications systems and potential failure of or disruption to those systems, including in the context of the impact on the ability of our workforce to perform necessary business functions remotely, as well as in the context of evolving cybersecurity risk;
  • the impact of developments in technology and use of data on the Company’s products and distribution;
  • changes in laws or regulations, including those adopted in response to COVID-19 that would, for example, require insurers to cover business interruption claims irrespective of terms after policies have been issued, and could result in an unexpected increase in the number of claims and have a material adverse impact on the Company’s results;
  • COVID-19 related coverage issues and claims, including certain class actions and related defence costs could negatively impact our claims reserves;
  • general economic, financial and political conditions;
  • the Company’s dependence on the results of operations of its subsidiaries and the ability of the Company’s subsidiaries to pay dividends;
  • the volatility of the stock market and other factors affecting the trading prices of the Company’s securities, including in the context of the COVID-19 crisis;
  • the Company’s ability to hedge exposures to fluctuations in foreign exchange rates;
  • future sales of a substantial number of the Company’s common shares; and
  • changes in applicable tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof.

All of the forward-looking statements included in this press release are qualified by these cautionary statements and those made in the section entitled Risk Management (Sections 22-27) of our MD&A for the year ended December 31, 2019, the section entitled Risk Management (sections 17-18) of our MD&A for the quarter ended September 30, 2020 and elsewhere in this press release. These factors are not intended to represent a complete list of the factors that could affect the Company. These factors should, however, be considered carefully. Although the forward-looking statements are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Investors should not rely on forward-looking statements to make decisions, and investors should ensure the preceding information is carefully considered when reviewing forward-looking statements contained herein. The Company and management have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Disclaimer

This press release does not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for any securities nor shall it or any part of it form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The information contained in this press release concerning the Company does not purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in the Company. The information is qualified entirely by reference to the Company’s publicly disclosed information and the cautionary note regarding forward-looking statements included in this press release.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its the directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is accepted by any person for such information or opinions. In furnishing this press release, the Company does not undertake or agree to any obligation to provide investors with access to any additional information or to update this press release or to correct any inaccuracies in, or omissions from, this press release that may become apparent. The information and opinions contained in this press release are provided as at the date of this press release. The contents of this press release are not to be construed as legal, financial or tax advice. Each investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice.

 

Kandi Technologies Announces the Closing of a Registered Direct Placement of $60 Million of Common Stock and Warrants

JINHUA, China, Nov. 12, 2020 (GLOBE NEWSWIRE) — Kandi Technologies Group, Inc. (the “Company” or “Kandi”) (NASDAQ GS: KNDI), today announced that it closed a registered direct offering of 9,404,392 units (the “Units”) of its securities at a purchase price per Unit of $6.38, generating aggregate gross proceeds to the Company of approximately $60,000,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company.  Each Unit consisted of one share of our common stock, and 0.4 warrants to purchase a share of our common stock.  The warrants have an exercise price of $8.18 per share and a term of 30 months, but are not exercisable for the first six months following issuance.  The Company issued a total of 9,404,392 shares of common stock and warrants for the purchase of up to 3,761,757 shares of common stock to the investors in the placement. 

The net proceeds from this offering will be used for general working capital purposes.  

FT Global Capital, Inc. acted as the exclusive placement agent for the transaction.

Pryor Cashman LLP acted as counsel to the Company and Schiff Hardin LLP acted as counsel to the Placement Agent in connection with the placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

About Kandi Technologies Group, Inc.  

Kandi Technologies Group, Inc. (KNDI), headquartered in Jinhua Economic Development Zone, Zhejiang Province, is engaged in the research, development, manufacturing, and sales of various vehicular products. Kandi conducts its primary business operations through its wholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd. (“Kandi Vehicles”) and its subsidiaries including Zhejiang Kandi Smart Battery Swap Technology Co., Ltd, SC Autosports, LLC (d/b/a Kandi America), the wholly-owned subsidiary of Kandi in the United States and Fengsheng Automobile Technology Group Co., Ltd (formerly known as Kandi Electric Vehicles Group Co., Ltd., the “Affiliate Company”). Kandi Vehicles has established itself as one of China’s leading manufacturers of pure electric vehicle parts and off-road vehicles.

In 2013, Kandi Vehicles and Geely Group, China’s leading automaker, jointly invested in the establishment of the Affiliate Company in order to develop, manufacture and sell pure electric vehicle (“EV”) products. Geely Group (including its affiliate) and Kandi Vehicles currently hold 78% and 22% of the equity interests in the Affiliate Company, respectively. The Affiliate Company has established itself as one of the driving forces in the development and the manufacturing of pure EV products in China.

More information about KNDI is available on the Company’s corporate website at http://www.kandivehicle.com. The Company routinely posts important information on its website.

Safe Harbor Statement 

This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,””expects” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.

Follow us on Twitter: @ Kandi_Group

For More Information:

Kandi Technologies Group, Inc.

Ms. Kewa Luo

Phone: +1 (212) 551-3610

Email: [email protected]

The Blueshirt Group

U.S.:

Mr. Gary Dvorchak

Email: [email protected]

China:

Ms. Susie Wang

Email: [email protected]

Teledyne Brown Engineering Awarded $85 Million NASA Contract to Provide Key Stage of NASA’s Space Launch System Vehicle Returning Astronauts to the Moon

Teledyne Brown Engineering Awarded $85 Million NASA Contract to Provide Key Stage of NASA’s Space Launch System Vehicle Returning Astronauts to the Moon

HUNTSVILLE, Ala.–(BUSINESS WIRE)–
Teledyne Brown Engineering, Inc. (TBE), a division of Teledyne Technologies Incorporated (NYSE:TDY), today announced it has been awarded a $85 million contract modification to supply NASA two additional Launch Vehicle Stage Adapters (LVSA) for the Artemis II and III moon missions. The LVSA’s are the largest pieces of the current configuration of the Space Launch System (SLS) to be built at Marshall Space Flight Center (MSFC) in Huntsville, Alabama.

The LVSA provides the physical interface between the SLS Core Stage and the Interim Cryogenic Propulsion Stage (ICPS). It also serves as the critical separation system used to separate the Core Stage of the rocket from ICPS. The cone-shaped adapter is roughly thirty feet in diameter by thirty feet tall and consists of sixteen Aluminum-Lithium 2195 alloy panels.

“TBE is thrilled to be a part of the monumental Artemis spaceflight moon missions, providing its 2nd and 3rd LVSA units which further solidify our prominence in designing and building spaceflight hardware,” stated Jan Hess, President of Teledyne Brown Engineering. “We are proud to continue our decades long partnership with MSFC, where our teams have worked tirelessly to help propel our nation beyond the Earth’s gravity.”

Artemis II is planned to launch in 2023 on a crewed mission to perform a lunar flyby. Artemis III is currently scheduled to launch in 2024, as the second crewed Artemis mission. It will include a landing at the Moon’s south polar region where two astronauts, including the first woman to walk on the moon, will reside for a week.

Teledyne Brown Engineering is contracted to provide the engineering, technical support, and hardware to NASA for two additional LVSA units. The company delivered the LVSA Structural Test Article in 2016 and Flight Unit 1 in July 2020.

About Teledyne Brown Engineering

Teledyne Brown Engineering is an industry leader in full-spectrum engineering and advanced manufacturing solutions for harsh environments in space, defense, energy, and maritime industries. For over six decades, the company has successfully delivered innovative systems, integration, operations and technology development worldwide. For more information, visit Teledyne Brown Engineering’s website at www.tbe.com.

About Teledyne Technologies Incorporated

Teledyne Technologies is a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe. For more information, visit Teledyne’s website at www.teledyne.com.

Investor Contact:

Jason VanWees

(805) 373-4542

Media Contact:

Jessica Sanders

(256) 726-1385

KEYWORDS: United States North America California Alabama

INDUSTRY KEYWORDS: Software Other Defense Contracts Hardware Electronic Design Automation Technology Defense Other Manufacturing Engineering Aerospace Other Technology Manufacturing

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