NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.TORONTO, Nov. 30, 2020 (GLOBE NEWSWIRE) -- Cluny Capital Corp. (the “Company” or “Cluny”) (TSXV:CLN.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to provide further details on its previously announced definitive agreement entered into on November 3, 2020 (the “Agreement”) with Teonan Biomedical Inc. ("Teonan") for the proposed combination of the two companies (the “Proposed Transaction”). The Proposed Transaction is intended to constitute the Company’s Qualifying Transaction (as defined by Policy 2.4 of the Exchange) and would result in a reverse takeover of the Company by Teonan. As the Proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” (as such term is defined by the Exchange) the approval of the shareholders of the Company is not required for the Proposed Transaction; however, certain ancillary matters described below will require the approval of shareholders of the Company. Subject to certain conditions set out in the Agreement, Teonan will amalgamate with a wholly-owned subsidiary of the Company in order to facilitate the completion of the Proposed Transaction. The full details of the Proposed Transaction will be included in the filing statement to be submitted in connection with the Proposed Transaction. Upon completion of the Proposed Transaction, it is the intention of the parties that the Company (the Company after the Proposed Transaction being referred to herein as the “Resulting Issuer”) will continue to carry on the business of Teonan and will be listed as a Tier 2 life sciences issuer on the Exchange. About TeonanTeonan is a privately held arm’s length company incorporated under the Canada Business Corporations Act (the “CBCA”) on October 30, 2014 with its headquarters in the Province of Quebec. Teonan produces instant wellness beverages under its two brands, Teonan and Velada. Inspired by the relationships ancient cultures held with functional mushrooms and in line with growing consumer trends towards functional foods, with the functional mushroom market poised to grow annually by 9% for the next three years, and expected to reach US$34B by 20241, Teonan created two lines of instant beverages that offer both delicious flavours and immune support through a custom blend of organic functional mushroom extracts. Offered in a variety of flavours, the instant beverage mixes are all probiotic, certified organic (Ecocert - USDA), vegan, dairy free, GMO free and gluten free. In December of 2019, Teonan began direct to consumers sales in North America via its online stores and sales to July 2020 reached $196,918 with a limited marketing budget. Teonan’s short term marketing goals include the launch of a retail initiative to diversify its sales channels and market exposure, brand reinforcement, the revamping and optimization of its website to increase e-commerce flow-through, return on ad spend rates and increase organic traffic. In addition, Teonan anticipates adding two new non-caffeinated beverages flavours to its product line, following client demand. Under it’s Velada brand, Teonan has begun production of cannabidiol (CBD) infused beverages having the same high-quality ingredients and attributes of the Teonan beverages. The Velada beverages are produced at its facility in Quebec, in accordance with its micro-processing license (the “License”) granted in November of 2019 by Health Canada. Pursuant to recent amendments to the Cannabis Regulations that came into force on October 17, 2019, Teonan has filed for an amendment to its License with Health Canada that would enable to it to sell its edible products to provincial and territorial authorized resellers. Teonan anticipates receiving the amendment to its License in Spring 2021. The cannabis beverage market in Canada alone is estimated to be worth $529M2 and with relatively few established suppliers and a high barrier to entry, Teonan expects its offering within the beverage category at a competitive price point will allow it to capture a share of the market. 1 Mondor Intelligence: FUNCTIONAL MUSHROOM MARKET - GROWTH, TRENDS, AND FORECAST (2020 - 2025) (https://www.mordorintelligence.com/industry-reports/functional-mushroom-market) 2 Press release (June 3, 2019) Deloitte estimates next round of cannabis legalization will create a new $2.7-billion market in Canada (https://www2.deloitte.com/ca/en/pages/press-releases/articles/cannabis-legalization.html)Selected Financial Information The following table sets out selected financial information of Teonan for the periods, and as of the dates, indicated. The selected financial information has been derived from the unaudited financial statements for the year-ended July 31, 2019 and the audited financial statements for the year ended July 31, 2020:Financial PositionAs at July 31, 2020 (CA$)As at July 31, 2019 (CA$)As at July 31, 2018 (CA$) Current Assets699,901177,75292,274 Total Assets728,543207,94392,274 Current Liabilities152,063453,645155,713 Total Liabilities826,063(1)453,645155,713 Total Shareholder’s Equity(97,520)(245,702)(63,439) Income Statement Total Revenues196,918-- Gross Margin147,770-- Net Loss(419,589)(182,263)(63,539) Notes: (1) Includes the Teonan Convertible Debentures (as defined below) outstanding, in the principal amount of $690,000, at such date.The Proposed TransactionOn or immediately prior to the completion of the Proposed Transaction, and subject to the approval of Cluny’s shareholders; (i) Cluny will change its name to “The Good Shroom Co Inc.” (Les bons Champignons inc) or such other name as Teonan may decide (the “Name Change”); (ii) Cluny will be continued from an Ontario corporation to a corporation under the CBCA (the “Continuation”); and (iii) Cluny will consolidate its common shares on the basis of one (1) post consolidation common share of Cluny for each three (3) pre-consolidation common shares of Cluny (the “Consolidation”). There are 14,692,235 common shares of Cluny outstanding as of the date hereof.Pursuant to the amalgamation and in exchange for their Teonan shares, the existing shareholders of Teonan will receive 25,000,000 post-Consolidation common shares of Cluny (each a “Resulting Issuer Share”) at a deemed post-Consolidation price of $0.25 per Resulting Issuer Share, pro rata to their holdings. In addition to the foregoing: (i) up to 3,000,000 Resulting Issuer Shares shall be issuable to Mr. Scott Jardin, the Chief Financial Officer of Teonan, in connection with the Proposed Transaction provided certain performance milestones are met, pursuant to an agreement entered into between Teonan and Mr. Scott Jardin on September 1, 2020 (the “Performance Shares Agreement”); and, (ii) up to a maximum of 5,439,562 Resulting Issuer Shares will be issued pursuant to the conversion of certain outstanding convertible debentures of Teonan (the “Teonan Convertible Debentures”) having an aggregate principal value of $975,000 along with the unpaid accrued interest up to the closing date of the Proposed Transaction (such maximum assumes the closing date of the Proposed Transaction is on or before February 28, 2021). The Resulting Issuer Shares to be issued in connection with the Proposed Transaction shall be issued pursuant to the provisions of section 2.11(b) of National Instrument 45-106 - Prospectus Exemptions.Pursuant to the Performance Shares Agreement and the Agreement: (i) 1,000,000 Resulting Issuer Shares shall be issued upon the receipt of all applicable authorizations, licenses and other legal requirements, including the License amendment discussed above, for the commercialization of cannabis related products; (ii) 1,000,000 Resulting Issuer Shares shall be issued upon Teonan reaching gross sales of $750,000, for its cannabis related products within a 12-month period following receipt of the amended License; and (iii) 1,000,000 Resulting Issuer Shares shall be issued if gross sales reach $2,500,000 in cannabis related products in the 12 months that follow receipt of the amended License. In the event one or more of the foregoing milestones are met prior to the closing date of the Proposed Transaction, the relevant number of Resulting Issuer Shares shall be issued on closing.The Proposed Transaction is subject to a number of conditions precedent, including, without limitation: (i) receipt of all applicable regulatory, shareholder and third party approvals, including approval of the Exchange for the Proposed Transaction; (ii) completion of the Continuation, Consolidation and Name Change; (iii) the listing of the Resulting Issuer Shares on the Exchange; and (iv) completion of the Offering (as defined below).A Finder’s Fee of 1,400,000 Resulting Issuer Shares is payable to an arm’s length party in connection with the closing of the Proposed Transaction.Cluny and Teonan will be requesting a waiver from the Sponsorship requirement as per the Exchange policies; however, there can be no assurances at this time that such waiver will be granted.The Concurrent OfferingConcurrent with the closing of the Proposed Transaction, the Company intends to conduct a brokered offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for minimum gross proceeds of $1,500,000 and maximum gross proceeds of $2,875,000. For such purpose, a letter of intent has been entered into with Leede Jones Gable Inc. (the “Agent”) who will be the lead agent and book-runner for the Offering.The gross proceeds of the Offering, less certain expenses of the Agent (such proceeds, the “Escrowed Funds”), will be deposited in escrow at closing of the Offering with an escrow agent mutually acceptable to the Company and the Agent (the “Escrow Agent”). The Escrowed Funds (less amounts payable by the Company to the Agent, including the Cash Commission (as defined below)) will be released from escrow by the Escrow Agent to the Company upon the completion or irrevocable waiver or satisfaction of certain conditions, including the condition that all conditions precedent to the Proposed Transaction provided for in the Agreement and as may be required by the Exchange have been satisfied (together, the “Escrow Release Conditions”).In the event that the Escrow Release Conditions are not satisfied or are incapable of being satisfied on or before April 15, 2021, the Escrowed Funds, as well as any accrued interest earned thereon (less any applicable withholding taxes), will be returned to purchasers of the Subscription Receipts, which will then be cancelled.Upon the satisfaction of the Escrow Release Conditions, each Subscription Receipt shall be automatically exchanged, without any further act or formality or payment of any additional consideration and subject to adjustment, for one common share in the capital of the Resulting Issuer and one common share purchase warrant of the Resulting Issuer (each, a “Resulting Issuer Warrant”). Each Resulting Issuer Warrant shall be exercisable to acquire one Resulting Issuer Share at an exercise price of $0.50 for a period of 24 months from the closing of the Offering. The Resulting Issuer Warrants may be subject to an accelerated expiry at the discretion of the Resulting Issuer if the volume weighted average closing price of the Resulting Issuer Shares is greater than $0.60 for a period of 10 consecutive trading days on the Exchange. Upon completion of the Offering, a minimum of 6,000,000 and a maximum of 11,500,000 Subscription Receipts will be issued.The Agent will receive a cash commission equal to 8% of the gross proceeds of the Offering (the “Cash Commission”), provided that the Cash Commission payable on the gross proceeds raised in respect of investors introduced to the Offering directly by the Corporation shall be equal to 3.0% of such gross proceeds (subject to a maximum of $750,000 in such gross proceeds). The Cash Commission shall be deposited into escrow on the closing date of the Offering and shall be released (together with interest earned thereon) upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds. In addition, the Resulting Issuer shall issue the Agent upon completion of the Proposed Transaction such number of non-transferable compensation options (each a “Compensation Option”) as is equal to 8% of the number of Subscription Receipts purchased under the Offering. Each Compensation Option is exercisable for one Resulting Issuer Share at a price of $0.25 per Resulting Issuer Share for a period of 24 months from the closing date of the Offering.The proceeds of the Offering will be used for general working capital. All securities issued pursuant to the Offering will be subject to a four-month resale restriction from the date of issuance of the Subscription Receipts.The Resulting IssuerProposed Management and Board of Directors of the Resulting IssuerUpon completion of the Proposed Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer, subject to acceptance by the Exchange.Mr. Eric Ronsse, the founder of Teonan who will serve as CEO and a director of the Resulting Issuer, is an accomplished entrepreneur with particular expertise in CPGs (consumer packaged goods), namely in the functional food space, who strives to build brand affinity through honest and sustainable corporate practices. He has over a decade of executive leadership and management experience in food distribution, third party logistics and the functional beverage space, during which time he grew Cargologan Inc., a private logistics company, from a operational footprint of 28,000 square feet to 255,000 square feet. Eric also co-founded Hasaji, a food snack CPG company with products distributed in over 400 outlets in Asia, primarily in Mongolia.Mr. Scott Jardin, who will serve as Chief Financial Officer of the Resulting Issuer, is an accounting professional providing consulting services to companies with a focus on operations setup and efficiency. Mr. Jardin has over 10 years of experience as a CPA, CGA and is the former CEO of AAA Montreal, a cannabis company with an Industrial Hemp License. He was an Associate Director of Cancer & Genetics Research Centres at McGill University and was also an Associate Director, Internal Audit at McGill UniversityMr. Stephanus Rossouw, who is currently the Chief Marketing officer of Teonan and its co-founder, will serve in the same role with the Resulting Issuer and join the board of directors. Mr. Rossouw holds a MSc in Plant Science from McGill University and has over ten years of practical and theoretical experience in nutraceutical product development and phytochemistry and practical expertise in branding, digital marketing and establishing e-commerce strategies.Mr. Frank Aton is expected to join the board of directors of the Resulting Issuer as an independent director. Formerly Vice President, Human Resources at Merck and Co., Mr. Aton has over 25 years experience in executive leadership and operations. His vast experience acquired in large global organizations such as General Electric, Merck & Co, in various geographical areas, namely the United States, Europe, Middle East, Africa and Canada has allowed him to build a worldwide network of pharma and other industry executives.Mr. Claude Dufresne is also expected to join the board of directors of the Resulting Issuer as an independent director. He is a professional engineer, member of l’Ordre des Ingénieurs du Québec and, is currently President and CEO of NioBay Metals, an Exchange listed company, and serves on its board. As a 30-year veteran of the mining industry, he has held various marketing positions with both Iamgold and Cambior in the past and started his own firm, Camet Metallurgy Inc., which trades various metals commodities. He is an active investor and is experienced in environmental, social & governance (ESG) issues.Mr. Steve Saviuk, who will also join the board of directors of the Resulting Issuer as an independent director, is a CPA, CA who started his career in accounting at KPMG, and moved to venture capital investing through Manitex Capital Inc., a company he co-founded over 30 years ago, and that actively invests in emerging companies with a focus on the life science, renewable energy and sustainable resource sectors. He also co-founded Valeo Pharma in 2003 and has since served as its president and CEO. Mr. Saviuk transformed Valeo Pharma, from its early years as an in-licensor of established brands to a fast-growing full service Canadian pharmaceutical company and instrumented the recent sale of certain assets to Valeant Canada. Mr. Saviuk also has extensive experience with executive management and corporate governance, which he acquired while serving on various board of both public and private companies.VendorsThe controlling shareholders of Teonan are Mr. Eric Ronsse, who resides in the municipality of Kirkland (Quebec) and holds a 71.4% equity interest in Teonan and Mr. Stephanus Rossouw who resides in the municipality of Ile Perrot (Quebec) and holds a 23% interest.Structure Upon completion of the Proposed Transaction, assuming completion of the minimum Offering, it is anticipated that, on an undiluted basis, the current shareholders of Cluny will hold 11.46% of the Resulting Issuer Shares, the current shareholders of Teonan will hold 58.50% of the Resulting Issuer Shares, the holders of the Teonan Convertible Debentures will hold 12.73% of the Resulting Issuer Shares and the subscribers in the Offering will hold 14.04% of the Resulting Issuer Shares. Assuming completion of the maximum Offering, it is anticipated that, on an undiluted basis, the current shareholders of Cluny will hold 10.15% of the Resulting Issuer Shares, the current shareholders of Teonan will hold 51.83% of the Resulting Issuer Shares, the holders of the Teonan Convertible Debentures will hold 11.28% of the Resulting Issuer Shares and the subscribers in the Offering will hold 23.84% of the Resulting Issuer Shares.For further information:Cluny Capital Corp. Michael Frank, Chief Executive Officer (416) 369-5265 firstname.lastname@example.org Teonan Biomedical Inc. Erin Ronsse, President email@example.comThe information provided in this news release regarding Teonan and the Resulting Issuer has been provided by Teonan and has not been independently verified by the Company.Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.Cautionary Statement Regarding Forward Looking Information This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the terms of the Proposed Transaction and Teonan’s business operations and prospects. Cluny and Teonan made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Teonan to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Cluny or Teonan to complete the Proposed Transaction on the terms disclosed in this news release, or at all; the inability of Cluny to complete the Offering; reliance on key and qualified personnel; regulatory and other risks associated with the cannabis industry in general, including changes to the Cannabis Act and related legislation, the reinstatement or continuance of government confinement measures and other measures related to the COVID-19 pandemic, as well as those risk factors discussed or referred to in disclosure documents filed by Cluny with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect Cluny in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Cluny does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and Cluny undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
SHANGHAI, China, Dec. 01, 2020 (GLOBE NEWSWIRE) -- Junshi Biosciences (HKEX: 1877; SSE: 688180), an innovation-driven biopharmaceutical company dedicated to the discovery, development and commercialization of novel therapies, is pleased to announce that the China National Medical Products Administration (NMPA) has recently accepted its Investigational New Drug (IND) application for JS006, a humanized monoclonal antibody against a human lymphocyte inhibitory receptor TIGIT. JS006 is a recombinant humanized IgG4κ monoclonal antibody against human TIGIT specifically, developed independently by the Company. According to the results of pre-clinical studies, JS006 can specifically block the TIGIT-PVR pathway. TIGIT (T cell immunoglobulin and ITIM domain) is an important inhibitory receptor expressed by NK cells and T cells, which can be engaged and activated by PVR family ligands highly expressed on tumor cells and suppressive immune cells to directly inhibit the killing effect of NK cells and T cells on tumor cells. A number of pre-clinical and clinical studies showed that activation of TIGIT pathway could be a crucial underlying mechanism for the resistance to PD-1 blockade therapy. Combination of TIGIT and PD-1/PD-L1 antibodies also showed a synergistic potential to enhance antitumor response to overcome anti-PD-1 resistance and broaden the beneficial population to immunotherapy.About Junshi Biosciences Founded in December 2012, Junshi Biosciences (HK: 1877; SH: 688180) is an innovation-driven biopharmaceutical company dedicated to the discovery, development and commercialization of innovative therapeutics. The company has established a diversified R & D pipeline comprising 26 innovative drug candidates and 2 biosimilars, with five therapeutic focus areas covering cancer, autoimmune, metabolic, neurologic, and infectious diseases. Junshi Biosciences was the first Chinese pharmaceutical company to obtain marketing approval for PD-1 monoclonal antibody in China and clinical trial application approval for PCSK9 monoclonal antibody from the NMPA. The world’s first-in-human, first-in-class BTLA blocking antibody for solid tumors is currently in phase I clinical trials in the US and China. In early 2020, Junshi Biosciences joined forces with Institute of Microbiology Chinese Academy of Science to co-develop JS016, China’s first neutralizing fully human monoclonal antibody against SARS-CoV-2, which has entered clinical trials and is now a part of our continuous innovation for disease control and prevention of the global pandemic. Junshi Biosciences have about 2,000 full time employees in the United States and China, including research and development centers in San Francisco, Maryland, Shanghai, Suzhou, Beijing and Guangzhou. For more information, please visit: http://junshipharma.com.Contact Information IR Team: Junshi Biosciences firstname.lastname@example.org \+ 86 021-2250 0300 Solebury Trout Bob Ai email@example.com \+ 1 646.378-2926 PR Team: Junshi Biosciences Zhi Li firstname.lastname@example.org \+ 86 021-6105 8800
The Dakar Rally will replace Formula E as the Volkswagen-owned brand's focus, although Audi said customer Formula E teams will be able to use a newly-developed powertrain beyond next year. Audi will compete in the Dakar with an electric SUV prototype.
President-elect Joe Biden on Monday announced his picks for top members of his economic team, with choices that signal a strong focus on providing relief for a Covid-stricken economy and help for the labor market — and likely less of an emphasis on deficit reduction, at least in the near term. Combined with Biden’s announcement of an all-female senior communications team, Biden’s picks also indicate the incoming administration’s attention to racial and gender diversity.The choices formally announced include:Janet Yellen for Treasury secretary. Yellen, the former Federal Reserve chair and director of the White House Council of Economic Advisers under President Bill Clinton. If confirmed, Yellen would be the first woman to run the Treasury Department in its 231-year history. “We face great challenges as a country right now,” Yellen said on Twitter. “To recover, we must restore the American dream—a society where each person can rise to their potential and dream even bigger for their children. As Treasury Secretary, I will work every day towards rebuilding that dream for all.”Adewale “Wally” Ademeyo as deputy Treasury secretary. Adeyemo, president of the Obama Foundation and former senior adviser at Wall Street giant BlackRock, has also served as deputy director of the National Economic Council, deputy national security advisor, and as the first chief of staff of the Consumer Financial Protection Bureau. He would be the first Black deputy Treasury secretary.Cecilia Rouse, a Princeton labor economist, to head the Council of Economic Advisers. Rouse was on President Obama’s Council of Economic Advisers from 2009 to 2011 and worked at the National Economic Council during the Clinton administration. She would be the first Black woman to lead the Council.Jared Bernstein as a member of the Council of Economic Advisers. Bernstein, an adviser to the Biden campaign and senior fellow at the Center on Budget and Policy Priorities, was chief economist to then-Vice President Biden during the Obama administration.Heather Boushey as a member of the Council of Economic Advisers. Boushey is president and CEO of the Washington Center for Equitable Growth, a liberal think tank focused on inequality, which she co-founded. She was also an adviser to the Biden campaign. “Both Ms. Boushey and Mr. Bernstein come from a liberal, labor-oriented school of economics that views rising inequality as a threat to the economy and emphasizes government efforts to support and empower workers,” The New York Times reports.Neera Tanden, head of the Center for American Progress, a liberal think tank, to lead the Office of Management and Budget. Tanden, who was an advisor to Hillary Clinton, would be the first Indian-American and first woman of color in the job. “After my parents were divorced when I was young, my mother relied on public food and housing programs to get by,” Tanden tweeted Monday. “Now, I’m being nominated to help ensure those programs are secure, and ensure families like mine can live with dignity. I am beyond honored.”Biden has reportedly also chosen Brian Deese, an executive at BlackRock and former Obama administration economic adviser, to head the National Economic Council, though that announcement may come later in the week.Signaling Biden’s economic priorities: The announcement from Biden’s transition team underscored that the incoming administration will prioritize recovery from the pandemic and plans to focus on driving up wages while driving down unemployment and inequality.The team “will help the communities hardest hit by COVID-19 and address the structural inequities in our economy,” Biden said in the statement. “They will work tirelessly to ensure every American enjoys a fair return for their work and an equal chance to get ahead, and that our businesses can thrive and outcompete the rest of the world.”That’s likely to mean a pursuit of additional stimulus and federal spending. “Mr. Biden’s selections include outspoken advocates for aggressive fiscal stimulus to help return the economy quickly to its pre-pandemic health, a cause that could run into resistance in a closely divided Congress,” Ken Thomas and Kate Davidson write at The Wall Street Journal. “The advisers are also known for advocating expanded government spending they say would boost the economy’s long-term potential, in areas that are liberal priorities such as education, infrastructure and the green economy, and policy changes aimed at narrowing racial disparities in the economy.”Many of Biden’s nominees have explicitly called for deficit spending to address the pandemic and its economic effects. Boushey and Tanden were among the authors of a recent commentary titled “Deficit and Debt Shouldn’t Factor Into Coronavirus Recession Response.” And Yellen has made clear in congressional testimony and published op-eds that she firmly believes debt and deficit concerns should take a back seat to a more robust pandemic response. (For more on their approach to debt and deficits, see this piece in The New York Times.)A fight ahead? Biden’s picks require Senate confirmation, and Tanden — known as an outspoken critic of President Trump and some others in the GOP — has already faced some backlash from Republicans who say she is too political and too progressive, even as she has in the past also clashed with some on the left.“I think, in light of her combative and insulting comments about many members of the Senate, mainly on our side of the aisle, that it creates certainly a problematic path,” Sen. John Cornyn (R-TX) said Monday. Drew Brandewie, a spokesperson for Cornyn, said she “stands zero chance of being confirmed” (the statement assumes Republicans will keep control of the Senate by holding onto at least one if not both Georgia Senate seats headed for a January 5 runoff election).Even before the nominations were formally announced, Sen. Tom Cotton (R-AR) slammed Tanden as a “partisan hack.” And Josh Holmes, former chief of staff to Senate Majority Leader Mitch McConnell (R-KY) called her selection a “sacrifice to the confirmation gods,” suggesting that her nomination may have been set up to fail so that other nominees would be more easily confirmed.Biden is unlikely to have intended that, potentially setting up a clash over the nomination.Like what you're reading? Sign up for our free newsletter.
HAMILTON, Bermuda, Nov. 30, 2020 (GLOBE NEWSWIRE) -- Enstar Group Limited (NASDAQ: ESGR) (“Enstar”) today announced that it has completed the sale and recapitalization of StarStone U.S. Holdings, Inc. (“StarStone U.S.”) through the sale of StarStone U.S to Core Specialty Insurance Holdings, Inc. (“Core Specialty”) in exchange for a combination of cash and approximately 25% of the shares in Core Specialty. Completion of the transaction followed receipt of regulatory approvals and satisfaction of various other closing conditions. Investors in Core Specialty, including SkyKnight Capital, L.P., Dragoneer Investment Group, Aquiline Capital Partners LLC and other investors, principally management and directors, have committed $610 million in new equity capital. Together with the rollover of Enstar’s existing ownership and an additional equity commitment of over $60 million from management and other investors, the equity capitalization of the company will increase to over $900 million.In connection with Enstar’s contribution of StarStone U.S. to Core Specialty, one of Enstar’s wholly owned subsidiaries has entered into a combination loss portfolio and adverse development cover reinsurance agreement with respect to StarStone U.S.’ legacy reserves.Pursuant to the terms of a recapitalization agreement entered into in August 2020, Enstar will acquire all of Trident V, L.P. and its affiliated funds’ (the “Trident V Funds’”) interest in Core Specialty in exchange for the majority of Enstar’s indirect interest in Northshore Holdings Ltd., the holding company for Atrium. The exchange transaction is subject to obtaining customary regulatory approvals and closing conditions and is expected to close in the first half of 2021.About EnstarEnstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international locations. A market leader in completing legacy acquisitions, Enstar has acquired over 100 companies and portfolios since its formation in 2001. For further information about Enstar, see www.enstargroup.com.About Core SpecialtyCore Specialty offers a diversified range of property and casualty insurance products for small to mid-sized businesses. From eight underwriting offices spanning the U.S., the Company focuses on niche markets, local distribution, and superior underwriting knowledge, offering traditional as well as innovative insurance solutions to meet the needs of its customers and brokers. Core Specialty is an insurance holding company operating through StarStone Specialty Insurance Company, a U.S. excess and surplus lines insurer, and StarStone National Insurance Company, a U.S. admitted markets insurer. The Company is rated A- (Excellent) by A.M. Best. For further information about Core Specialty, please visit www.corespecialty.com.Cautionary StatementThis press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. In particular, Enstar and the Trident Funds may not be able to complete the referenced exchange transaction on the terms summarized above or other acceptable terms, or at all, due to a number of factors, including but not limited to the failure to obtain regulatory approvals or to satisfy other closing conditions. Important risk factors regarding Enstar can be found under the heading "Risk Factors" in Enstar’s Form 10-K for the year ended December 31, 2019 and in Enstar’s Form 10-Q for the three and nine months ended September 30, 2020 and are incorporated herein by reference. Furthermore, Enstar undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.Contact: Enstar Communications Telephone: +1 (441) 292-3645
Jon Ossoff says ‘disgraced’ president’s trip will ‘intensify’ Democrats enthusiasm
MONTREAL, Nov. 30, 2020 (GLOBE NEWSWIRE) -- Relevium Technologies Inc. (TSX.V: “RLV”, OTC: “RLLVF” and Frankfurt: “6BX”) (the “Company” or “Relevium”) is providing an update to its previously disclosed management cease trade order ("MCTO"), announced on October 27, 2020, in respect of the audited annual financial statements and corresponding management's discussion and analysis for the year ended June 30, 2020, including the CEO and CFO certifications (collectively, the “Annual Financial Filings”) that were not filed by the required filing deadline of October 28, 2020 (the “Filing Deadline”). As previously disclosed, the Annual Financial Filings were not filed on or before the Filing Deadline due to the fact that the Company has changed its auditors from Guimond Lavallée Inc. to RSM Canada LLP and the COVID-19 pandemic. The Company has been advised by its new auditors, RSM Canada LLP, that they need more time to complete the audit. Due to the COVID-19 pandemic, the Company has experienced delays in providing to RSM Canada LLP some of the information required for the completion of this audit.The Company is working expeditiously on the steps required to complete the Annual Financial Filings and expected to be able to file the Annual Financial Filings by November 28, 2020. The Company and the auditors have requested additional time will provide updates as further information relating to the Annual Financial Filings becomes available.The MCTO will be in effect until the Annual Financial Filings are filed and requires that the Annual Financial Filings be filed.Until the Annual Financial Filings are filed, the Company will issue bi-weekly default status reports in accordance with National Policy 12-203 - Management Cease Trade Orders. The Company intends to satisfy the provisions of the Alternative Information Guidelines during the period it remains in default of the filing requirements. The Company confirms that there have been no material business developments or other material information relating to its affairs as of the date of this news release that have not been generally disclosed.About Relevium TechnologiesRelevium is a publicly traded Company that operates in the health and wellness industry with a primary focus on online distribution. The principal business of the Company is the identification, evaluation, acquisition and operation of brands and businesses in the health and wellness markets. The Company recently entered the PPE business as part of its strategy through acquisitions and partnerships in a holistic approach to encompass a wide range of health and wellness consumer products. Relevium operates through two wholly owned subsidiaries:BGX E-Health LLC (BGX), based in Orlando, Florida, markets dietary supplements, nutraceuticals, sports nutrition, and cosmeceuticals primarily through its Bioganix® brand portfolio in the US and Europe. Relevium’s premium brands are sold at some of the world’s largest retailers including Walmart.com and Amazon.com.Biocannabix Health Corporation (BCX), based in Montreal, Quebec, is a biopharma nutraceutical Company focused on delivering pediatric endo-medicinal nutraceuticals for cannabinoid therapy.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Note Regarding Forward-Looking Statements This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian and United States securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions, or expectations of future performance, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", or "would" occur. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information.Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek to rely on the applicable safe harbor.On Behalf of the Board of DirectorsRELEVIUM TECHNOLOGIES INC.Aurelio Useche President and CEOFor more information about this press release: Tel: +1.888.528.8687 RELEVIUM TECHNOLOGIES INC Email: email@example.com Website: www.releviumtechnologies.com Like us on Facebook Follow us on Twitter Follow us on LinkedIn
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THE WOODLANDS, Texas, Nov. 30, 2020 (GLOBE NEWSWIRE) -- ChampionX Corporation (NYSE: CHX) (the “Company” or “ChampionX”) announced today the commencement of a cash tender offer (the “Tender Offer”) to purchase its 6.375% Senior Notes due 2026 (the “Notes”) in a principal amount of up to $100,000,000 (the “Tender Cap”), as described in the table below: Title of SecurityCUSIP NumberPrincipal Amount OutstandingTender CapBase Consideration (1)(2)Early Tender Premium (1)Total Consideration (1)(2) 6.375% Senior Notes due 202603755LAC8$300,000,000$100,000,000$980.00$30.00$1,010.00 (1) Per $1,000 principal amount of Notes.(2) Excludes Accrued Interest (as defined below), which will be paid in addition to the Base Consideration or the Total Consideration, as applicable.Certain Information Regarding the Tender OfferThe Tender Offer commenced today, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of November 30, 2020 (the “Offer to Purchase”). The Tender Offer will expire at 11:59 p.m., New York City time, on December 28, 2020, unless the Company extends the Tender Offer (the date and time, as the Tender Offer may be extended, the “Expiration Date”), unless earlier terminated. Holders of any Notes that validly tender, and do not validly withdraw at or prior to the Withdrawal Deadline (as defined below), their Notes at or prior to 5:00 p.m., New York City time, on December 11, 2020 (such date and time, as it may be extended the “Early Tender Date”), will be eligible to receive the Total Consideration as set forth in the table above per $1,000 principal amount of the Notes, which is equal to the Base Consideration as set forth in the table above plus the Early Tender Premium as set forth in the table above, plus accrued and unpaid interest on the Notes from the last interest payment date for the Notes up to, but not including, the applicable settlement date (“Accrued Interest”). Holders of any Notes that validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date, will only be eligible to receive the Base Consideration plus Accrued Interest. Any Notes tendered pursuant to the Tender Offer may be withdrawn at or prior to, but not after, 5:00 p.m. New York City time, on December 11, 2020 (such date and time, as may be extended, the “Withdrawal Deadline”). The settlement date for Notes that are tendered on or prior to the Early Tender Date is expected to be December 15, 2020, the second business day following the Early Tender Date. The settlement date for Notes that are tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be December 30, 2020, the second business day following the Expiration Date.If any Notes are validly tendered and the principal amount of such tendered Notes exceeds the Tender Cap, any principal amount of the Notes accepted for payment and purchased, on the terms and subject to the conditions of the Tender Offer, will be prorated based on the principal amount of validly tendered Notes, subject to the Tender Cap and any prior purchase of Notes on any Early Settlement Date as described below.Any Notes that are validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) will have priority over any Notes that are validly tendered after the Early Tender Date. Accordingly, if the principal amount of any Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) equals or exceeds the Tender Cap, no Notes validly tendered after the Early Tender Date will be accepted for purchase.The Company reserves the right, but is under no obligation, on any day following the Early Tender Date and prior to the Expiration Date (any such day, an “Early Settlement Date”), to accept for purchase and payment, or to purchase and pay for, any Notes validly tendered prior to such Early Settlement Date (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or, as applicable, waiver of the conditions to the Tender Offer.The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend the Early Tender Date, the Withdrawal Deadline or the Expiration Date or terminate the Tender Offer, (iii) increase or decrease the Tender Cap, or (iv) otherwise amend the Tender Offer, in any respect, including to change the consideration offered.The Company’s obligation to accept for purchase and to pay for any Notes validly tendered in the Tender Offer is subject to the satisfaction or, as applicable, waiver of certain conditions, as more fully described in the Offer to Purchase.J.P. Morgan Securities LLC is acting as dealer manager for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC toll-free at 1-866-834-4666 or collect at 1-212-834-4087.D.F. King & Co., Inc. is acting as tender and information agent for the Tender Offer. Requests for copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers), (800) 591-6313 or email at firstname.lastname@example.org.This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any Notes. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. No recommendation is made as to whether or not holders of any Notes should tender their Notes pursuant to the Tender Offer. The Tender Offer is being made solely pursuant to the Offer to Purchase, which more fully sets forth and governs the terms and conditions of the Tender Offer. The Offer to Purchase contains important information and should be read carefully before any decision is made with respect to the Tender Offer.About ChampionXChampionX (formerly known as Apergy Corporation) is a global leader in chemistry solutions and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely and efficiently around the world. ChampionX’s products provide efficient functioning throughout the lifecycle of a well with a focus on the production phase of wells.Forward-Looking StatementsThis news release contains statements relating to future actions and results, which are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, ChampionX's market position and growth opportunities. Forward-looking statements include, statements related to ChampionX’s expectations regarding the performance of the business, financial results, liquidity and capital resources of ChampionX. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, (1) demand for ChampionX’s products and services, which is affected by the price and demand for crude oil and natural gas, (2) ChampionX’s ability to successfully compete in its industry, (3) ChampionX’s ability to develop and implement new products and technologies, and protect and maintain critical intellectual property assets, (4) cost inflation and availability of raw materials, (5) evolving legal, regulatory, tax and tariff policies and regimes, (6) potential liabilities arising out of the installation and use of ChampionX’s products, (7) continuing consolidation within ChampionX’s customers’ industry, (8) a failure of ChampionX’s information technology infrastructure or any significant breach of cyber security, (9) risks relating to ChampionX’s international operations and expansion into new geographic markets, including disruptions in the political, regulatory, economic and social conditions of those countries, (10) failure to attract, retain and develop key management, (11) credit risks, including bankruptcies among ChampionX’s customer base or the loss of significant customers, (12) dependence on joint venture and other local partners, (13) deterioration in future expected profitability or cash flows and its effect on ChampionX’s goodwill, (14) risks relating to improper conduct by any of ChampionX’s employees, agents or business partners, (15) fluctuations in currency markets, (16) the impact of natural disasters and pandemics, (17) changes in industry-specific conditions, including changes in production by OPEC, (18) the level of ChampionX’s indebtedness, (19) ChampionX’s ability to remediate the material weaknesses in internal control over financial reporting, (20) ChampionX’s ability to realize the anticipated cost synergies and growth opportunities from the merger of Apergy Corporation (“Apergy”) and ChampionX Holding Inc. (the “Merger”), (21) challenges in integrating the businesses of legacy Apergy and legacy ChampionX, (22) tax liabilities that could arise as a result of the Merger, (23) ChampionX’s ability to successfully replace the corporate services and financial strength legacy ChampionX received from Ecolab Inc. (“Ecolab”), (24) limitations on ChampionX’s ability to engage in certain transactions and certain activities competitive with Ecolab, and (25) other risk factors detailed from time to time in ChampionX’s reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on ChampionX’s forward-looking statements. Forward-looking statements speak only as of the day they are made and ChampionX undertakes no obligation to update any forward-looking statement, except as required by applicable law.Investor Contact: Byron Pope email@example.com 281-602-0094Media Contact: John Breed firstname.lastname@example.org 281-403-5751
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Current Metrics Don’t Recognize Key Difference Between Greenhouse GasesROSEMONT, Ill., Nov. 30, 2020 (GLOBE NEWSWIRE) -- A review of new research suggests the climate impact of methane is not accurately reflected because current metrics don’t recognize that it breaks down in the atmosphere over the course of 12 years. Other greenhouse gases (GHGs), such as carbon dioxide released from the burning of fossil fuels, can remain in the atmosphere for hundreds of years. The research review, commissioned by Global Dairy Platform (GDP) and other farming, academic, and non-governmental organizations, examined Global Warming Potential* (GWP*), a new method for determining the warming impact of methane. GWP* was developed by a global group of climate scientists with leading authors from the University of Oxford in the United Kingdom.“We recognize all agriculture, including the livestock sector, must reduce its GHG emissions,” said Donald Moore, Executive Director of GDP. “The current GWP100 metric does not sufficiently recognize the lifetime differences between the gases, resulting in ambiguity in terms of their differing impacts over time. GWP* has the potential to more accurately determine the warming impact of methane, which will help the livestock sector prioritize GHG reduction strategies for the greatest impact,” he said.The full report can be found here. The next step in the research is to conduct scenario modeling and examine policy implications to ensure the sector is focused on actions that deliver the best possible mitigation outcomes.The global dairy sector is already part of the solution to limit climate change. Analysis conducted by the UN Food and Agriculture Organization found that emissions intensity for dairy worldwide declined by 11% from 2005-2015.GDP is a not-for-profit industry association representing the global dairy sector. GDP membership, which includes more than 95 leading corporations, companies, associations, scientific bodies and other partners, has operations in more than 150 countries and collectively produces a third of all the world’s milk.Kevin Burkum Global Dairy Platform Kevin.Burkum@GlobalDairyPlatform 847.627.3387
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West Ham had to ride their luck at times on Monday evening, but after a couple of seasons during which it did not feel like they had the rub of the green too often, few will be complaining. The 2-1 win over Aston Villa moves the Hammers up to fifth in the Premier League table after 10 games and will invariably spark questions over whether they can hold sincere hopes of playing European football next season. Villa missed out on what would have been a deserved point as Ollie Watkins struck the crossbar with a penalty before seeing an injury-time leveller chalked off because his shoulder had strayed centimetres offside.
Tesla Inc shares jumped 4% in extended trade on Monday after S&P Dow Jones Indices said it would add one of Wall Street's most valuable companies to the S&P 500 index all at once on Dec. 21. Adding Elon Musk's Tesla to Wall Street's most followed benchmark will force index funds to buy about $73 billion worth of its shares, S&P Dow Jones Indices said. The electric car maker's stock has surged over 40% since Nov. 16, when it was announced Tesla would join the index.