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ADELAIDE, South Australia and PERTH, Western Australia, Jan. 14, 2025 /PRNewswire/ -- Global Contract Development and Manufacturing Organizations (CDMOs) BioCina and NovaCina announced a strategic merger that will create a powerful brand in biopharmaceutical and small molecule contract manufacturing. The combined company, which will retain the BioCina name, will be fully integrated to provide the market a seamless, end-to-end offering, from cell line development and process development, to clinical and commercial drug substance and sterile fill-finish of drug products. This new comprehensive suite of services positions BioCina to meet the ever-growing demand for high-quality, integrated manufacturing solutions for clients in the US, Europe, Asia, Australia, and beyond. Mark W. Womack, Chief Executive Officer, BioCina The merger integrates BioCina's world-class expertise in process development and manufacturing for the microbial, plasmid DNA, and mRNA modalities at the Adelaide, South Australia facility, with NovaCina's Perth, Western Australia facility, a state-of-the-art sterile fill-finish plant that has produced more than 600 biologic and small molecule products. Clients are serviced with highly experienced technical SMEs with an average tenure of more than 10 years and the synergistic union provides a streamlined, client-centric experience, managed by a single entity. Agile, phase-appropriate solutions, marked by exceptional quality, and industry-leading on-time and in-full (OTIF) delivery reliability are cornerstones for BioCina today. BioCina boasts an elite regulatory track record, including approvals from the US FDA, EMA, TGA, and Health Canada. In addition, drug developers will continue to benefit from Australia's preeminent tax incentive of up to 48.5% for CDMO programs delivered in Australia. Mark W. Womack, who has successfully led BioCina's explosive growth and development over the last two years, will continue as CEO. Womack is long recognized for his visionary leadership, instilling a truly client-focused culture and delivering exceptionally reliable operational performance across numerous successful organizations. Previously, Womack served as Chief Executive Officer of both KBI Biopharma and Stelis Biopharma and as Chief Business Officer of AGC Biologics, where he was instrumental to their expansion. "The cohesion of these two companies is quite ideal, and we have immense confidence in what they will achieve together, especially with Mark at the helm. The industry is rapidly transforming and becoming increasingly more complex. New drug developers along with experienced biopharma companies are looking for a trusted CDMO partner that will work hand-in-hand to drive their products to market with efficiency and streamlined regulatory approval. Each of these firms, in their own right, are superb. Together, they will boost the industry's capabilities and standards, and provide an unparalleled offering," said Masood Tayebi, Co-Founder and CEO of the Bridgewest Group, parent company of both firms. "I am thrilled to lead this dynamic new organization. This merger solidifies our position in the industry as the most reliable and client-centric end-to-end CDMO for the global biopharmaceutical and small molecule industry," said Mark W. Womack, CEO, BioCina. About the New BioCina BioCina is a global end-to-end Contract Development and Manufacturing Organisation (CDMO) offering clients unparalleled quality, adherence to the highest regulatory standards, and industry-leading on-time and in-full delivery, setting a new benchmark in the industry for quality and reliability. With deep expertise in small molecules, microbial, pDNA and mRNA modalities, BioCina's comprehensive service offerings include cell line development, process development, analytical and formulation development, and cGMP clinical and commercial manufacturing. BioCina operates two state-of-the-art facilities in Adelaide, South Australia and Perth, Western Australia. The facilities boast a rich history of developing and manufacturing clinical and commercial drug substances and drug products, backed by highly experienced Subject Matter Experts (SMEs) with an average tenure of more than 10 years. BioCina maintains an elite quality record, meeting the highest international standards. The facilities have successfully passed regulatory inspections by the US FDA, EMA, and Health Canada, and are licensed by the Australian TGA for cGMP manufacturing of bulk drug substance and sterile drug product. BioCina has a proven track record of producing high-quality drug products distributed to 98 countries across North America, South America, Europe, Asia, and Africa. BioCina is proud to serve clients from every major market in the global industry, and because BioCina is not a drug developer, its focus is solely on serving its clients' products. Australia offers one of the most attractive tax incentives available globally (up to 48.5% cash refund), making it an ideal destination for drug developers looking to invest in scaling-up and manufacturing their products. As one of the fastest growing companies in the biopharmaceutical industry across Australia, BioCina was awarded the 2024 South Australia "Emerging Business of the Year" award. Learn more at https://biocina.com. Media Contactmedia@biocina.com
NEW YORK, Oct. 22, 2024 /PRNewswire/ -- Flag Ship Acquisition Corporation (NASDAQ: FSHP) (the "Company" or "Flag Ship"), a publicly-traded special purpose acquisition company (SPAC), announced that it has signed a definitive merger agreement with Great Rich Technologies Limited (KOSDAQ: 900290) ("GRT") and GRT Merger Star Limited ("Merger Sub"). Upon completion of the merger, shareholders of Flag Ship will receive American Depositary Shares ("ADSs") of GRT and Flag Ship will be merged into the Merger Sub, a wholly-owned subsidiary of GRT. Completion of the merger will be subject to customary closing conditions, including that GRT ADSs will be approved to be listed and tradable on Nasdaq. GRT, a Hong Kong entity, has been in the business of developing and mass producing various optoelectronic products for more than a decade. It is publicly listed in South Korea, and has been pursuing expansion with multiple new factories and production line projects in China in recent years. Mr. Matthew Chen, Chief Executive Officer of Flag Ship remarked, "We are truly excited about the merger with the GRT Companies. Our team explored a broad range of industries, and determined that the transaction with the GRT Companies would provide the greatest value to our shareholders. GRT is a strong player in the field of optoelectronic products in China and globally. We are impressed by the GRT management team's track record in optoelectronic industry. We are very excited about the future prospects of the combined company." Mr. Yongnan Zhou, the Chairman of GRT, stated, "the merger with Flag Ship is another major step that GRT has taken in its growth history. GRT aims to become one of the leading companies in the field of optoelectronics globally and achieving this milestone will empower GRT to continue our great efforts to achieve our goals." Transaction Details Upon closing, Flag Ship will merge with and into the Merger Sub. By virtue of the merger and without any action of the part of Flag Ship, the Merger Sub, or any other person, each ordinary share of Flag Ship (each a "Flag Ship Share") issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), excluding Flag Ship Shares held by GRT and dissenting Flag Ship Shares, if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the merger, one (1) ordinary share of GRT (such shares of GRT, collectively, "GRT Ordinary Shares") payable in American Depositary Shares of GRT ("GRT ADSs") for each such Flag Ship Share issued and outstanding immediately prior to the Effective Time (the "Per Share Merger Consideration"); and each right to receive one-tenth (1/10th) of a Flag Ship Share at the consummation of a business combination of Flag Ship (a "Flag Ship Right") that is outstanding immediately prior to the Effective Time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the merger, GRT Ordinary Shares, payable in GRT ADSs in an amount equal to (in each case, as rounded down to the nearest whole number) the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Flag Ship Shares that the holder of the cancelled Flag Ship Right (the "Flag Ship Rights Holder") would have been entitled to receive assuming satisfaction of the terms and conditions of such Flag Ship Right, multiplied by (c) the ADS exchange rate of rate of one (1) GRT Ordinary Share per one (1) GRT ADS (the "ADS Exchange Rate") (the "Rights Merger Consideration"). The aggregate consideration payable to pursuant to the Merger Agreement to the shareholders of Flag Ship entitled thereto shall consist of that number of GRT Ordinary Shares payable in GRT ADSs that is equal to (i) the Per Share Merger Consideration multiplied by the number of Flag Ship Shares registered in the name of those shareholders of Flag Ship immediately prior to the Effective Time, multiplied by the ADS Exchange Rate, plus (ii) the Rights Merger Consideration, as described above. The closing conditions of the merger include, among others, the approval of the merger by Flag Ship's existing shareholders and approvals from GRT shareholders, and the approval for listing of GRT's ADSs on the Nasdaq Stock Market. From the date of execution of the merger agreement through the closing, Flag Ship shall use all reasonable efforts to remain as a public company on, and for its securities to be tradable over the Nasdaq Global Market. GRT shall use all reasonable efforts to apply for a listing of GRT ADSs on, and for GRT ADSs to be tradable over, the Nasdaq stock market. Becker & Poliakoff P.A. and Ogier are acting as legal counsel to Flag Ship. Miller Canfield Paddock and Stone P.L.C. and Appleby are acting as legal counsel to the GRT Companies. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transaction, a copy of which will be filed by Flag Ship with the Securities and Exchange Commission (the "SEC") as exhibits to a Current Report on Form 8-K. About Flag Ship Acquisition Corporation Flag Ship is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Flag Ship's efforts to identify a target business have not been limited to a particular industry or geographic region. Flag Ship is sponsored by Whale Management Corporation, a BVI business company with limited liability. About Great Rich Technologies Limited Founded in 2012, GRT is a leader in the development and mass production of optoelectronic products. It develops, manufactures, and markets Casting Polypropylene (CPP) and Polyethylene Terephthalate (PET) Films for consumer electronics. The Company also produces 3D and Blue Light Block films. It is a publicly listed entity in South Korea. For more information, refer to https://en.tonglioptech.com/. No Offer or Solicitation This press release is being made in respect of a proposed business combination involving GRT, the Merger Sub and Flag Ship. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Additional Information about the Transaction and Where to Find it The proposed transaction will be submitted to the shareholders of GRT and Flag Ship for their consideration. GRT intends to file with the SEC a Registration Statement on Form F-4 (as may be amended from time to time, the "Registration Statement") that will include a preliminary prospectus with respect to GRT's ordinary shares and ADSs to be issued in the proposed transaction and a proxy statement of Flag Ship in connection with the merger. After the Registration Statement is declared effective, Flag Ship will mail a definitive proxy statement/prospectus relating to the transaction to its shareholders as of a record date to be established for voting on the proposed transaction. The information in the preliminary proxy statement/prospectus is not complete and may be changed. GRT may not sell the ordinary shares referenced in the proxy statement/prospectus until the Registration Statement on Form F-4 becomes effective. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the transaction and the other matters to be voted upon at a meeting of Flag Ship's shareholders to be held to approve the transaction and related matters. This communication does not contain all of the information that should be considered concerning the transaction and other matters and is not intended to provide the basis for any investment decision or any other decision in respect to such matters. GRT and Flag Ship also plan to file other documents with the SEC regarding the proposed transaction. This press release is not a substitute for any prospectus, proxy statement or any other document that GRT or Flag Ship may file with the SEC in connection with the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov). In addition, investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when they become available) and other documents filed with the SEC without charge, at the SEC's website (www.sec.gov) or by calling 1-800-SEC-0330. Participants in the Solicitation Flag Ship and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Flag Ship's shareholders with respect to the proposed transaction. Information regarding Flag Ship's directors and executive officers is available in its final prospectus related to its initial public offering, dated June 17, 2024, and in Flag Ship's subsequent filings with the SEC. Additional information regarding the participants in the proxy solicitation relating to the proposed transaction and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available. GRT and its directors and executive officers as well as those of Merger Sub may also be deemed to be participants in the solicitation of proxies from the shareholders of Flag Ship in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed transaction when available. Forward-Looking Statements This press release and the exhibits hereto include "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, FSHP's expectations with respect to future performance, anticipated financial impacts of the proposed business combination, approval of the business combination transactions by security holders, the satisfaction of the closing conditions to such transactions and the timing of the completion of such transactions. Such forward-looking statements relate to future events or future performance, but reflect the parties' current beliefs, based on information currently available. Most of these factors are outside the parties' control and are difficult to predict. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, among other things: (a) the possibility that the business combination does not close or that the closing may be delayed because conditions to the closing may not be satisfied, including the receipt of requisite shareholder and other approvals, the performances of Flag Ship and GRT, and the ability of Flag Ship or, after the closing of the transactions, the combined company, to continue to meet the Nasdaq Stock Market's listing standards; (b) the reaction of GRT's licensors, collaborators, service providers or suppliers to the business combination; (c) unexpected costs, liabilities or delays in the business combination transaction; (d) the outcome of any legal proceedings related to the transaction; (e) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination transaction agreement; (f) general economic conditions; (g) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (h) the risk that the business combination disrupts current plans and operations of GRT as a result of the announcement and consummation of the transactions described herein; (i) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of GRT to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the business combination and negatively impact the attractiveness of the business combination to investors; and (k) other risks and uncertainties indicated from time to time in the final prospectus of Flag Ship relating to its initial public offering filed with the SEC, including those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by Flag Ship. Copies are available on the SEC's website at www.sec.gov. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors are contained in Flag Ship's most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Flag Ship and GRT, the business combination transactions described herein or other matters and attributable to Flag Ship, GRT, or their respective shareholders or any person acting on behalf of any of them are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither Flag Ship, GRT, nor their respective shareholders undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Contact:Matthew ChenPhone: (212) 884-2667Email: mchen@flagshipac.com Flag Ship Acquisition Corporation Related Linkshttp://en.tonglioptech.com/
ANNAPOLIS, Md., Oct. 10, 2024 /PRNewswire/ -- Unimarket, a global technology provider of spend management and e-procurement solutions, today announced its merger with VendorPanel, a source-to-contract procurement platform. The merger combines the strengths of both companies to deliver a more robust source-to-pay solution, optimizing business processes and delivering tangible business outcomes for customers worldwide. Unimarket is backed by Accel-KKR, a technology-focused investment firm. According to Spend Network, global procurement is estimated to be $13 trillion USD annually, highlighting the critical need for optimization. This substantial spending underscores the critical role procurement optimization plays in improving efficiency and cost management for global businesses. Organizations are increasingly turning to digital solutions to improve visibility and control over their procurement processes, underscoring the significance of this merger between Unimarket and VendorPanel. The combined company now serves nearly 450 customers across the United States, Australia, New Zealand, and Canada, in sectors such as corporate, education, healthcare, government, energy, facility management, transport, and utilities. "Both companies bring over 15 years of expertise and a proven track record of delivering exceptional results," said Phil Kenney, CEO of Unimarket. "This merger strengthens Unimarket's ability to meet the evolving needs of our global customers, offering scalable solutions that capitalize on growing market opportunities." "Our merger with Unimarket provides an incredible opportunity to deliver even more value to our customers," said James Leathem, CEO of VendorPanel. "Our combined platform delivers a comprehensive solution that enhances visibility and drives operational performance across the entire source-to-pay process." "This strategic merger marks a significant milestone for both Unimarket and VendorPanel, reinforcing their leadership in the procurement technology space," said Phil Cunningham, Managing Director at Accel-KKR. "With their combined capabilities, these two companies are now poised to capitalize on global growth opportunities, delivering unmatched value to their customers while driving innovation and performance improvements across the source-to-pay ecosystem." To learn more about the Unimarket + VendorPanel merger, visit: https://www.unimarket.com/bestofbreed About UnimarketUnimarket is a global provider of source-to-pay and spend management solutions. Turning chaos into clarity, Unimarket's suite improves visibility, enables compliance, and eliminates maverick spending, transforming procurement processes. Trusted by industries including higher education, healthcare, government, research, and financial services, Unimarket delivers an integrated cloud-based solution covering sourcing, contracts, marketplace, purchasing, invoicing, payments and supplier management. To learn more, visit Unimarket.com. About VendorPanel VendorPanel is a leading source-to-contract procurement platform. Its cloud-based software is used by hundreds of governments and businesses to simplify procurement, reduce risk, and optimize outcomes at each stage of the procurement lifecycle. For more information, visit VendorPanel.com. About Accel-KKR Accel-KKR is a technology-focused investment firm with $19 billion in cumulative capital commitments. The firm focuses on software and tech-enabled businesses, well-positioned for top-line and bottom-line growth. At the core of Accel-KKR's investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value alongside management by leveraging the significant resources available through the Accel-KKR network. Accel-KKR focuses on middle-market companies and provides a broad range of capital solutions, including buyout capital, minority-growth investments, and credit alternatives. Accel-KKR also invests across various transaction types, including private company recapitalizations, divisional carve-outs and going-private transactions. Accel-KKR's headquarters is in Menlo Park, with offices in Atlanta, Chicago, London, and Mexico City. Visit accel-kkr.com to learn more. Media Contact:Lou Hugheslou.hughes@movingminds.io Logo - https://mma.prnasia.com/media2/2526836/Unimarket_VendorPanel_Logo.jpg?p=medium600
MELBOURNE, Australia, Oct. 2, 2024 /PRNewswire/ -- Two iconic Australian businesses with household brands that have been in the pantries of Australian families for decades are merging, together with the powdered milk business of a third Australian founded business Nature One Dairy to create a market leading Australian food and beverage company with significant scale. Former Asahi Beverages Group CEO and current SPC Director Robert Iervasi has been appointed the Managing Director of the merged business, which will own and operate three business divisions, namely SPC, The Original Juice Co. and Nature One Dairy. SPC is an iconic Australian brand and is the largest producer of fruit, tomato, baked beans and spaghetti processing, packaging, and canning in Australia. It holds some of Australia's most recognisable household food brands such as SPC, Ardmona, Goulburn Valley, ProVital, Pomlife, the Good Meal Co, and Street Eats – feeding Australian families for more than 100 years. The Original Juice Company is a well-known Australian food processing company specialising in chilled fruit and vegetable juices. Founded in 1988, it has maintained a commitment to sourcing local fruit and producing fresh juice daily for over 30 years. Using a mix of conventional and custom-developed equipment, OJC manufactures high-quality juices, fibres, infused fruits, and fruit waters for both domestic and international markets. Nature One Dairy is a Singapore registered, Australian-founded dairy company that manufactures and sells premium infant formula, nutritional formula and milk powder products. With an established sales and marketing footprint in Australia, China and other Asia Pacific markets, products are sold under the Nature One Dairy brand. The Nature One Dairy international market presence provides a platform for further inorganic growth for the combined business through product diversification and access to the Asian distribution market. Together the three businesses create a substantial Australian based and owned global food and beverage companies that will continue to support Australian producers and execute on a global growth strategy. Mr Iervasi said: "SPC Global is excited to be joining with OJC and Nature One Dairy and come to market with a leading food and beverage platform. With our market leading packaged fruit, canned tomatoes, and baked bean products, we are excited to expand with OJC both domestically and globally and see significant synergy potential in bringing the two producers together. Proud of our 100-plus year history and our Shepparton roots, SPC looks forward to working with the OJC team to accelerate growth and leveraging the combined platform to enhance distribution of our products. The addition of Nature One Dairy also allows us to diversify and reach more consumers every day through our international channels." The Original Juice Company CEO, Steven Cail, added: "This is a transformational moment for OJC, bringing our premium portfolio of juice products and processing technology together with SPC's iconic brands and the powdered milk business of Nature One Dairy, creating significant production capability to create a food and beverage producing market-leader. The strategy has always focused on setting up the business for future growth and synergies, and I am extremely excited about what the future holds for OJC. The OJC team is excited to join the 100-year legacy of SPC and contribute to taking the Combined Business forward in its next phase of success." About the merger The Original Juice Company will acquire SPC Global, and the powdered milk business owned by Nature One Dairy via a binding Merger Implementation Deed and Share Sale Agreements subject to several conditions including approval by the Original Juice Co. shareholders in November 2024. The Original Juice Company intends to issue 133 million shares to the shareholders of SPC as consideration for the Transaction. Concurrently with the acquisition of SPC, OJC intends to issue up to 29 million shares and pay cash of up to $6 million to the shareholders of Nature One Dairy. On completion of the Transaction, OJC, SPC and NOD shareholders are expected to hold 15.5%, 69.2% and 15.3% of the Combined Business respectively. The Combined Business is expected to deliver more than $400 million of revenues and more than $29 million of EBITDA in FY25. The combined business will be listed on the Australian Stock Exchange, with The Original Juice Companies ASX code changing to SPG. The transaction is expected to complete in November 2024. LeadershipIn addition to Mr Iervasi, Mr David Mallison will serve as Interim CFO, and OJC and NOD's CEOs, Steven Cail and Nick Dimopoulos will continue with the Combined Business post completion of the Transaction to ensure a successful transition. Hussein Rifai will be chairman of the combined group. Hon Jeff Kennett AC, Chairman of OJC, is retiring from his position upon completion of the Transaction and said: "I have been honoured to serve as Chairman of OJC since December 2022. The agriculture industry is a core pillar of our national identity in Australia and the backbone of many regional towns across the country. We should be supporting businesses like OJC, SPC and NOD to continue to thrive in their mission to support local growers, employ Australians in our processing plants and produce iconic healthy products for consumers, both in Australia and abroad. I am excited about the prospects of the Combined Business." In responding, Mr Hussein said that the transaction is a critical step in advancing the global strategy that has guided SPC since its divestment from Coca-Cola Amatil (CCA). It aligns with SPC's long-term vision of transforming SPC into a global leader in the food and beverage sector. "Our goal is to create 'better, healthier food for the future.' Since acquiring SPC from CCA, our strategy has been to firmly establish ourselves as a leader in both the Australian and global markets. Building a strong foundation in our home market is vital for sustainable growth and success." "Our immediate focus is on solidifying SPC's position as a domestic market leader. This is the essential first step before executing our broader global strategy, which targets key international markets, particularly in Asia, where we see significant growth opportunities."
Jacobs retains its innovative, next-generation data solutions and digital technologies business Newly streamlined portfolio enables company to focus on distinct strategies in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water DALLAS, Sept. 28, 2024 /PRNewswire/ -- Jacobs (NYSE: J) announced today the completion of the spin-off of its Critical Mission Solutions and Cyber & Intelligence government services businesses (the "Separated Business") and merger with Amentum Parent Holdings LLC, forming an independent, publicly traded company called Amentum Holdings, Inc. (NYSE: AMTM) ("Amentum"). The combination creates a robust, leading government advanced engineering and technology solutions business. The transaction marks an important milestone in Jacobs' journey to become a more focused and higher value company. Jacobs will continue to be a premier provider of science-based consulting and advisory solutions focused on addressing some of the world's most complex critical infrastructure and sustainability challenges with leading positions in the attractive advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water sectors. Jacobs also retains its innovative, next-generation data solutions and digital technologies business, which is core to delivering digitally enabled critical infrastructure solutions to its clients. "A simplified Jacobs accelerates our evolution to a more resilient, focused, higher-growth critical infrastructure player, positioning us to unlock high-margin work while solidifying our leadership in fast-growing market sectors aligned to long-term megatrends like critical infrastructure, life sciences and semiconductors," said Jacobs Chair & CEO Bob Pragada. "With our rich history of solving some of the biggest challenges for our clients and society, we're building on our experience and challenging ourselves to not just meet expectations but to exceed them – redefining what success looks like as a leader in these high-growth sectors." Jacobs' CFO Venk Nathamuni added, "We are steadfast in our commitment to providing high-value solutions with improved margins, supported by our emphasis on operational excellence and execution to continue to drive value for our stakeholders. We look forward to sharing our strategic plan for the future of Jacobs at our upcoming Investor Day on February 18, 2025, in Miami." As further detailed in the information statement included as part of the registration statement on Form 10 filed by Amentum with the U.S. Securities and Exchange Commission (the "SEC"), immediately after completion of the spin-off and merger transactions, Jacobs' shareholders held approximately 51% of the issued and outstanding shares of common stock of Amentum, and Jacobs held approximately 7.5%. An additional amount of approximately 4.5% of the issued and outstanding common stock of Amentum (the "contingent consideration") has been placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or the former sole equity holder of Amentum, depending on the achievement of certain fiscal year 2024 operating profit targets by the Separated Business. To the extent Jacobs and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding shares of Amentum will be released from escrow and delivered to Jacobs. Any further contingent consideration to which Jacobs and its shareholders may become entitled will be distributed on a pro rata basis to Jacobs' shareholders as of a record date to be determined in the future. Any shares of contingent consideration to which Jacobs and its shareholders do not become entitled to receive will be delivered to the former equityholder of Amentum. Jacobs expects to file a Form 8-K with the SEC containing unaudited preliminary pro forma consolidated financial information to reflect the Separated Businesses as part of Jacobs' discontinued operations no later than October 3, 2024. In addition, Jacobs intends to make available on a voluntary basis, substantially concurrently with the filing of the Form 8-K, certain supplemental financial information regarding independent Jacobs on its website. At Jacobs, we're challenging today to reinvent tomorrow – delivering outcomes and solutions for the world's most complex challenges. With a team of approximately 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we're creating a more connected and sustainable world. See how at jacobs.com and connect with us on LinkedIn, Instagram, X and Facebook. Forward-Looking Statement DisclaimerCertain statements contained in this press release constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "future," "will," "would," "could," "can," "may," "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning our expectations as to our future growth, prospects, financial outlook and business strategy, including our expectations for the benefits to be achieved through the spin-off and merger of the Separated Business, and any assumptions underlying any of the foregoing. Although such statements are based on management's current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include the uncertainties as to the impact of the recently completed separation transaction (hereinafter referred to as the "Separation Transaction") pursuant to which we spun off and merged the Separated Business with Amentum (together, "new Amentum ") on Jacobs' and new Amentum's businesses, including a possible impact on Jacobs' credit profile, and a possible decrease in the trading price of Jacobs' and/or the new Amentum's shares, uncertainties as to the final allocation of the shares of new Amentum held in escrow based on the Separated Business achieving specific fiscal 2024 profit targets and the value to be derived from the disposition of Jacobs' stake in new Amentum, unexpected costs, charges or expenses related to the provision of transition services in connection with the Separation Transaction, business and management strategies and the growth expectations of new Amentum. In addition, such factors may include other factors related to our business, such as our ability to fully execute on our corporate strategy, including our ability to invest in the tools needed to implement our strategy, competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses, the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on the Company's ability to operate as a separate public-company without the benefit of the resources and capabilities divested as part of the Separated Business, or to maintain its culture and retain key personnel, customers or suppliers, the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation related to governmental spending, any changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates, and foreign currency exchange rates, changes in capital markets, instability in the banking industry, or the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts among others. The impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our product solutions and services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that have and could continue to negatively affect our supply chain and our ability to timely and satisfactorily complete our clients' projects; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 29, 2023, and in particular the discussions contained therein under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1A - Risk Factors, in our most recently filed Quarterly Report on Form 10-Q, as well as the Company's other filings with the U.S. Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law. For press/media inquiries:media@jacobs.com
Stockholders must vote by 11:59 p.m. ET on September 19, 2024 for their vote to count A "FOR" vote on Proposals 3 & 5 by holders of a majority of the voting power of Kintara's outstanding shares as of August 14, 2024 is required to allow for completion the proposed merger with TuHURA Biosciences SAN DIEGO, Sept. 18, 2024 /PRNewswire/ -- Kintara Therapeutics, Inc. (Nasdaq: KTRA) ("Kintara"), a biopharmaceutical company focused on the development of new solid tumor cancer therapies, is reminding stockholders to vote at the upcoming Special Meeting of Stockholders to be held on September 20, 2024 to allow for the completion of its proposed merger (the "Merger") with TuHURA Biosciences, Inc. ("TuHURA"). Kintara encourages stockholders to vote by 11:59 p.m. ET on Thursday, September 19, 2024, in order to obtain stockholder approval of the proposals to allow for completion of the proposed Merger. Our preliminary tabulation indicates the voting threshold has not been reached on Proposals 3 & 5. The proposed Merger cannot proceed unless holders of a majority of the voting power of Kintara's outstanding shares as of August 14, 2024 are voted FOR Proposals 3 & 5 (as described below). Prominent proxy advisory services, Institutional Shareholder Services and Glass Lewis, have both recommended stockholders vote "FOR" Proposals 3 & 5. Robert E. Hoffman, Kintara's Chief Executive Officer, stated, "Your vote is crucial to our future and our mission to combat solid tumor cancers. By merging with TuHURA, we believe we can combine our oncology assets and technologies to overcome treatment resistance and accelerate our pipeline, backed by $31 million in financing. If the proposed Merger is not completed, the future of Kintara is uncertain." Proposal 3 is seeking stockholder approval of an amendment to Kintara's Articles of Incorporation, as amended, to increase the number of authorized shares of Kintara to be effected at such time and date as determined by the Kintara board of directors in its sole discretion. Proposal 5 is seeking stockholder approval of the reincorporation of Kintara from the State of Nevada to the State of Delaware and the plan of conversion attached to Kintara's definitive proxy statement and final prospectus filed with the Securities and Exchange Commission (the "SEC") on August 19, 2024 as Annex D, including the certificate of incorporation of Kintara post-reincorporation in Delaware attached thereto as Annex G. How to Vote: BY PHONE: Please call Alliance Advisors, Kintara's proxy solicitor, toll-free, at (866)-619-8907, if in North America. International voters can call +1 (551) 210-9859. You can also contact Alliance Advisors if you have any questions about voting. BY INTERNET: Vote at www.proxyvote.com using your control number by following the instructions shared by your broker, bank or other nominee. If you are a Robinhood holder, proxy voting emails are sent by noreply@robinhood.com and voting is hosted by Say Technologies. You will be able to vote and view materials directly from your email. You may change your vote before the vote deadline. To change your vote, please connect with Alliance Advisors as noted above. Stockholders must vote by 11:59 p.m. ET on September 19, 2024. Even if you no longer own Kintara shares, you are eligible to vote if you held Kintara shares as of August 14, 2024. No action is needed if you have already voted and don't wish to change your vote. For more information, please see the definitive proxy statement and final prospectus filed by Kintara with the SEC on August 19, 2024. About TuHURA Biosciences, Inc.TuHURA Biosciences, Inc. is a Phase 3 registration-stage immuno-oncology company developing novel technologies to overcome resistance to cancer immunotherapy. TuHURA's lead product candidate, IFx-2.0, is designed to overcome primary resistance to checkpoint inhibitors. TuHURA is preparing to initiate a planned single randomized placebo-controlled Phase 3 registration trial of IFx-2.0 administered as an adjunctive therapy to Keytruda® (pembrolizumab) in first line treatment for advanced or metastatic Merkel Cell Carcinoma. In addition, TuHURA is leveraging its Delta receptor technology to develop novel bi-functional antibody drug conjugates (ADCs), targeting Myeloid Derived Suppressor Cells to inhibit their immune suppressing effects on the tumor microenvironment to prevent T cell exhaustion and acquired resistance to checkpoint inhibitors and cellular therapies. For more information, please visit tuhurabio.com and connect with TuHURA on Facebook, X, and LinkedIn. ABOUT KINTARA THERAPEUTICS, INC. Located in San Diego, California, Kintara is dedicated to the development of novel cancer therapies for patients with unmet medical needs. Kintara is developing therapeutics for clear unmet medical needs with reduced risk development programs. Kintara's lead program is REM-001 Therapy for cutaneous metastatic breast cancer (CMBC). Kintara has a proprietary, late-stage photodynamic therapy platform that holds promise as a localized cutaneous, or visceral, tumor treatment as well as in other potential indications. REM-001 Therapy, which consists of the laser light source, the light delivery device, and the REM-001 drug product, has been previously studied in four Phase 2/3 clinical trials in patients with CMBC who had previously received chemotherapy and/or failed radiation therapy. In CMBC, REM-001 has a clinical efficacy to date of 80% complete responses of CMBC evaluable lesions and an existing robust safety database of approximately 1,100 patients across multiple indications. Kintara Therapeutics, Inc. is headquartered in San Diego, California. For more information, visit www.kintara.com or follow us on X at @Kintara_Thera, Facebook and LinkedIn. No Offer or SolicitationThis communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Additional Information About the Proposed Merger and Where to Find ItThis communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to the proposed Merger of Kintara and TuHURA. In connection with the proposed Merger, Kintara has filed relevant materials with the SEC, including a Registration Statement on Form S-4 that contains a definitive proxy statement and final prospectus of Kintara (the "proxy statement/prospectus"). This Registration Statement was declared effective on August 13, 2024 and Kintara has filed or may file other documents regarding the proposed Merger with the SEC. This press release is not a substitute for the Registration Statement or for any other document that Kintara has filed or may file with the SEC in connection with the proposed Merger. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN AND THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINTARA, TUHURA, THE PROPOSED MERGER AND RELATED MATTERS THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus has been sent to Kintara's stockholders. Investors and security holders will be able to obtain the proxy statement/prospectus and other documents filed by Kintara with the SEC (when available) free of charge from the SEC's website at www.sec.gov. In addition, investors and stockholders should note that Kintara communicates with investors and the public using its website (www.kintara.com), the investor relations website (https://www.kintara.com/investors) where anyone will be able to obtain free copies of the definitive proxy statement/prospectus and other documents filed by Kintara with the SEC, and stockholders are urged to read the definitive proxy statement/prospectus and the other relevant materials (when they become available) before making any voting or investment decision with respect to the proposed Merger. Participants in the SolicitationKintara, TuHURA and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Kintara stockholders in respect of the proposed Merger. Information about Kintara's directors and executive officers is available in Kintara's proxy statement, which was filed with the SEC on May 17, 2024 for the 2024 Annual Meeting of Stockholders, Kintara's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, which was filed with the SEC on September 18, 2023 and the definitive proxy statement/prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, has been and will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Kintara as indicated above. FORWARD-LOOKING STATEMENTSThis press release contains forward-looking statements based upon Kintara's and TuHURA's current expectations. This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "project," "plan," "expect," "goal," "seek," "future," "likely" or the negative or plural of these words or similar expressions. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Kintara's or TuHURA's management team's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the proposed Merger and the expected effects, perceived benefits or opportunities and related timing with respect thereto, expectations regarding clinical trials and research and development programs, in particular with respect to TuHURA's IFx-Hu2.0 product candidate novel bifunctional ADCs, and any developments or results in connection therewith; the anticipated timing of the results from those studies and trials; expectations regarding the use of capital resources, including the net proceeds from the financing that closed in connection with the signing of the definitive agreement, and the time period over which the combined company's capital resources will be sufficient to fund its anticipated operations; and the expected trading of the combined company's stock on the Nasdaq Capital Market. These statements are only predictions. Kintara and TuHURA have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Kintara's and TuHURA's control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain Kintara stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Kintara and TuHURA to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Kintara's and TuHURA's ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company's cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Kintara or TuHURA; (v) the effect of the announcement or pendency of the proposed Merger on Kintara's or TuHURA's business relationships, operating results and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Kintara, TuHURA, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (vii) the ability of Kintara or TuHURA to protect their respective intellectual property rights; (viii) competitive responses to the proposed Merger; (ix) unexpected costs, charges or expenses resulting from the proposed Merger; (x) whether the combined business of TuHURA and Kintara will be successful; (xi) legislative, regulatory, political and economic developments; and (xii) additional risks described in the "Risk Factors" section of Kintara's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and the Registration Statement on Form S-4 related to the proposed Merger filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in Kintara's registration statements, reports and other filings with the SEC, which are available on Kintara's website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Kintara nor TuHURA can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Kintara and TuHURA undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement. INVESTOR INQUIRIES: Robert E. HoffmanKintara Therapeuticsrhoffman@kintara.com
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Merger
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