STOCKHOLM, Aug. 29, 2024 — On August 29, 2024, Circle BidCo ApS (“Circle BidCo“), a wholly owned, indirect subsidiary of A.P. Møller Holding A/S, announced a public offer to the shareholders of Concentric AB (“Concentric” or the “Company“) to tender all their shares in the Company to Circle BidCo at a price of SEK 230 in cash per share (the “Offer“).

This statement regarding the Offer is made by the board of directors of Concentric pursuant to Rule II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules“).

Background

Circle BidCo offers SEK 230 in cash for each share in the Company, which values all outstanding shares of Concentric at SEK 8,585 million.^[1] The offered price per share represents a premium of:

• 61.5 per cent compared to the closing price of SEK 142.4 of Concentric’s shares on Nasdaq Stockholm on August 28, 2024, which was the last trading day prior to the announcement of the Offer;
• 48.7 per cent compared to the volume-weighted average trading price of SEK 154.7 of Concentric’s shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer;
• 27.8 per cent compared to the volume-weighted average trading price of SEK 179.9 of Concentric’s shares on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer; and
• 29.7 per cent compared to the volume-weighted average trading price of SEK 177.3 of Concentric’s shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The Company’s shareholders Första AP-fonden and Cliens Kapitalförvaltning AB, controlling 16.7 per cent of the outstanding shares and votes in Concentric, have entered into undertakings to accept the Offer, subject to certain conditions.^[2]

Circle BidCo expects to publish the offer document regarding the Offer on or around September 20, 2024, and the acceptance period of the Offer is expected to commence on or around September 23, 2024, and expire on or around November 1, 2024, subject to any extensions.

Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that Circle BidCo becomes the owner of more than 90 per cent of the shares in the Company as well as the receipt of all regulatory, governmental or similar clearances, approvals and decisions and other actions that are necessary for the Offer and Circle BidCo’s acquisition of Concentric. Circle BidCo has reserved the right to waive these and other conditions for completion of the Offer. Circle BidCo has also reserved the right to extend the acceptance period and to postpone the time for settlement and, to the extent necessary and permissible, will do so in order for the acceptance period to cover applicable decision-making procedures at relevant authorities.

Circle BidCo has, in connection with the preparation of the Offer, conducted a due diligence review of Concentric. In connection with this review, Circle BidCo has met with Concentric’s management. At the time of announcement of the Offer, no information has been provided to Circle BidCo and its closely related entities in connection with the due diligence review, which has not yet been publicly disclosed and which constitutes inside information regarding Concentric.

More information about the Offer is available at Circle BidCo’s website, www.Circle-BidCo.com. 

The board of directors has engaged SEB Corporate Finance as financial adviser and Advokatfirman Lindahl KB as legal adviser in relation to the Offer.

In addition, Ernst & Young AB (“EY“) has, at the request of the board of directors, provided a fairness opinion according to which the Offer is fair from a financial point of view for Concentric’s shareholders (subject to the assumptions and considerations set out in the opinion). The fairness opinion is attached to this statement. EY will receive a fixed fee for the opinion, which is not contingent on the size of the Offer consideration, the acceptance level of the Offer or whether it is completed.

The board of directors’ evaluation of the Offer

Concentric has continued to advance its electrification initiatives and is actively pursuing opportunities for expansion into new markets, both organically and through acquisitions. Simultaneously, Concentric has invested in its facilities to increase production capacity to support profitable growth in both its base and electrical businesses.

The Company adopted new financial targets and a new strategic agenda in 2023. Several initiatives are already in progress, including the expansion into new markets like data centre liquid cooling, securing new business nominations for fuel cell and battery electric vehicle platforms and growth in India. These initiatives ultimately aim to generate strong cash flows, invest capital wisely to expand into new markets, and deliver strategic acquisitions that will provide strong returns to the Company’s shareholders.

While the board of directors remains excited about Concentric’s outlook and strategy, shareholders should be aware that assumptions regarding future performance are inherently uncertain as they relate to future events and depend on circumstances that partly are outside of the Company’s control.

The board of directors has analysed the Offer using methods normally used for evaluating public offers for listed companies, including Concentric’s valuation in relation to comparable listed companies and comparable transactions, bid premiums in previous public offers, the stock market’s expectations regarding Concentric and the board of directors’ view on Concentric’s long-term value based on expected future cash flows. The board has also considered the long-term growth prospects of Concentric as well as the risks and challenges associated with executing against these prospects. The board of directors has also taken into account that the Offer comprises cash consideration, which, subject to completion of the Offer, provides Concentric’s shareholders with a de-risked opportunity to realise value from their investment in cash in the near future and at a significant premium to recently traded prices of the Concentric share.

The board of directors note that the Offer price implies a premium of 61.5 per cent, 48.7 per cent, 27.8 per cent and 29.7 per cent compared to the closing price, and the volume-weighted average trading price during the last 30, 90, and 180 trading days prior to the announcement of the Offer, respectively.

Furthermore, the board of directors recognises that the shareholders Första AP-fonden and Cliens Kapitalförvaltning AB have undertaken to accept the Offer, subject to certain conditions.

The board of directors has further considered the fairness opinion rendered by EY, according to which the Offer is fair from a financial point of view for Concentric’s shareholders (subject to the assumptions and considerations set out in the opinion).

Having concluded this assessment, the board of directors believes that the terms of the Offer recognise Concentric’s long-term growth prospects, as well as the risks associated with those prospects, and provide certainty, in cash, to the Concentric shareholders.

The board of directors’ recommendation

Based on the above, the board of directors unanimously recommends Concentric’s shareholders to accept the Offer.

The effects on the Company and its employees, etc.

Under the Takeover Rules, the board of directors is required, on the basis of Circle BidCo’s statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Concentric, specifically employment, and its views on Circle BidCo’s strategic plans for Concentric and the effect these may be expected to have on employment and the places where Concentric conducts its business. Circle BidCo has in this respect stated:

“The Offeror values the skills and talents of Concentric’s management and employees and intends to continue to safeguard the excellent relationship that Concentric has with its employees. Given the Offeror’s current knowledge of Concentric’s business and in light of current market conditions, the Offeror does not intend to materially alter the operations of Concentric following the implementation of the Offer. There are currently no decisions on any material changes to Concentric’s or the Offeror’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business.”

The board of directors assumes that this description is accurate and has in the relevant aspects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Concentric AB (publ)

The board of directors

For further information, please contact the chairman of the board, Anders Nielsen, who may be reached through Marcus Whitehouse, Tel: +44 121 445 6545 or E-mail: [email protected] 

This information is information that Concentric AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:15 CEST on August 29,2024.

Concentric AB is an innovator in flow control and fluid power, supplying proprietary systems and components to the world’s construction, truck and bus, agricultural machinery, industrial equipment, and energy system application end-markets. The company has a global manufacturing presence including in North America, Germany, UK, Sweden, India and China. Concentric’s focus is to develop world class technology with innovative solutions that meet the sustainability needs of our customers.

Concentric offers engine products including lubricant, coolant and fuel pumps and hydraulic products encompassing gear pumps and power packs. Concentric also offers a range of electric products developed for the evolving electric and hybrid powertrain market, including electric water and oil pumps, electric fans, thermal management systems, high-voltage components, and electro hydraulic steering. These electric products are also finding uses in new applications in new markets in the energy system sector. In 2023, the Group had a turnover of MSEK 4,205 and circa 1,282 employees.

IMPORTANT INFORMATION

Addressees of the statement of the board of directors

The statement of the board of directors is addressed solely to those of the shareholders in Concentric to whom the Offer is made and who are, by the terms of the offer document, not excluded from accepting the Offer. No other person is entitled to rely on the statement of the board of directors.

^[1] Information on the Offer value is based on 37,326,885 outstanding shares in Concentric, i.e. excluding 970,715 shares held in treasury by Concentric.

^[2] For further information regarding these conditions, please see Circle Bidco’s offer press release.

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https://news.cision.com/concentric-ab/r/statement-by-the-board-of-directors-of-concentric-in-relation-to-the-public-offer-from-circle-bidco,c4030210

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SOURCE Concentric AB

The gross proceeds to the Company from the offering are $6.0 million, before deducting offering expenses payable by the Company.  The Company intends to use the net proceeds from this offering to support its upcoming clinical trial focusing on relapse/refractory Acute Myeloid Leukemia, for market awareness and for continuing operating expenses and working capital.

The securities described above are being offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-281613) previously filed with and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on August 28, 2024 and an additional registration statement on Form F-1 filed pursuant to Rule 462(b) which became automatically effective on August 28, 2024. . The offering was made only by means of a prospectus, which is part of the effective registration statement. A final prospectus relating to the offering will be filed with the SEC.  Electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to affect any budget savings or execute on any M&A or capital raising strategy. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and our other reports filed with the SEC, all of which is available on the Company’s Investor Relations website at www.tcbiopharm.com and on the SEC website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this press release. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

About TC BioPharm (Holdings) PLC

TC BioPharm is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell therapies for the treatment of cancer with human efficacy data in acute myeloid leukemia. Gamma-delta T cells are naturally occurring immune cells that embody properties of both the innate and adaptive immune systems and can intrinsically differentiate between healthy and diseased tissue.  TC BioPharm is the leader in developing gamma-delta T cell therapies, and the first company to conduct phase II/pivotal clinical studies in oncology. The Company is conducting two investigator-initiated clinical trials for its unmodified gamma-delta T cell product line – Phase 2b/3 pivotal trial in treatment of acute myeloid leukemia using the Company’s proprietary allogeneic CryoTC technology to provide frozen product to clinics worldwide.

SOURCE TC BioPharm

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to (i) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act and (iii) institutions that are “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. This press release shall not constitute a notice of redemption under the respective indentures governing the Existing 2026 Notes or Existing 2025 Notes, an obligation to issue a notice of redemption, or an offer to tender for, or purchase, any of the Existing 2026 Notes, Existing 2025 Notes or any other security.

There can be no assurances that the offering of the Notes or the redemption, in full, of the Existing 2026 Notes, or a portion of the Existing 2025 Notes, will be completed as described herein or at all.

Forward-Looking Statements

Statements made in this press release that describe EverBank Holdings’ intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by or including the words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “continue” or other similar words. Examples of forward-looking statements in this news release are statements about the offering of the Notes, the use of proceeds therefrom and the redemption, in full, of the Existing 2026 Notes, and a portion of the Existing 2025 Notes. EverBank Holdings cautions that, by their nature, forward-looking statements are subject to risk and uncertainties, both known and unknown. EverBank Holdings’ actual results may vary materially from those anticipated in the forward-looking statements. EverBank Holdings does not intend, and EverBank Holdings disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About EverBank

EverBank Holdings is a bank holding company and conducts its banking operations through its wholly owned subsidiary, EverBank, N.A. (EverBank). EverBank is a nationwide specialty bank providing high-value products and services to consumer and commercial clients nationwide. As a pioneer in online banking, EverBank offers convenient digital access for clients 24/7, in addition to phone banking services and a network of financial centers across Florida. EverBank’s commitment is to deliver to its clients high-performing, high-yield solutions backed by exceptional service, always giving them the advantage they expect, to make the most of their money. EverBank is a Member FDIC.

SOURCE EverBank, N.A.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to (i) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act and (iii) institutions that are “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. This press release shall not constitute a notice of redemption under the respective indentures governing the Existing 2026 Notes or Existing 2025 Notes, an obligation to issue a notice of redemption, or an offer to tender for, or purchase, any of the Existing 2026 Notes, Existing 2025 Notes or any other security.

There can be no assurances that the offering of the Notes or the redemption, in full, of the Existing 2026 Notes, or a portion of the Existing 2025 Notes, will be completed as described herein or at all.

Forward-Looking Statements

Statements made in this press release that describe EverBank Holdings’ intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by or including the words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “continue” or other similar words. Examples of forward-looking statements in this news release are statements about the offering of the Notes, the use of proceeds therefrom and the redemption, in full, of the Existing 2026 Notes, and a portion of the Existing 2025 Notes. EverBank Holdings cautions that, by their nature, forward-looking statements are subject to risk and uncertainties, both known and unknown. EverBank Holdings’ actual results may vary materially from those anticipated in the forward-looking statements. EverBank Holdings does not intend, and EverBank Holdings disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About EverBank

EverBank Holdings is a bank holding company and conducts its banking operations through its wholly owned subsidiary, EverBank, N.A. (EverBank). EverBank is a nationwide specialty bank providing high-value products and services to consumer and commercial clients nationwide. As a pioneer in online banking, EverBank offers convenient digital access for clients 24/7, in addition to phone banking services and a network of financial centers across Florida. EverBank’s commitment is to deliver to its clients high-performing, high-yield solutions backed by exceptional service, always giving them the advantage they expect, to make the most of their money. EverBank is a Member FDIC.

SOURCE EverBank, N.A.

The Company today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale, in a private placement, of pre-funded warrants to purchase 555,555 shares of the Company’s common stock (the “Common Stock”), together with a warrant to purchase up to an aggregate of 555,555 shares of Common Stock at an exercise price of $10.00 per share (the “Common Warrants”). Each pre-funded warrant to purchase one share of Common Stock together with one Common Warrant to purchase one share of Common Stock is being sold at a purchase price of $9.00. The Common Warrants will be exercisable upon issuance and will expire five and a half years from the date of issuance.

In addition, the Company agreed with a single institutional investor to exercise certain outstanding warrants to purchase an aggregate of 2,500,000 shares of Common Stock (the “Existing Warrants”). The Existing Warrants are purchased at their exercise price of $6.00 per share. In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of approximately $15.0 million, the exercising holder received in a private placement new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 2,200,000 shares of common stock with an exercise price of $10.00 per share. The New Warrants will be exercisable upon issuance and will expire five and a half years from the date of issuance.

The total gross proceeds are expected to be approximately $20.0 million, excluding any proceeds that may be received upon the exercise of the Common Warrants and before deducting placement agent fees and other expenses payable by the company.

Aegis Capital Corp. is acting as the exclusive placement agent for the transaction. Orrick, Herrington & Sutcliffe LLP served as counsel to the Company and Sichenzia Ross Ference Carmel LLP served as counsel to Aegis Capital Corp. for the private placement.

The securities described above are being sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock sold in the private placement and the shares of Common Stock issuable upon exercise of the pre-funded warrants and the warrants sold in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Serve Robotics

Serve Robotics develops advanced, AI-powered, low-emissions sidewalk delivery robots that endeavor to make delivery sustainable and economical. Spun off from Uber in 2021 as an independent company, Serve has completed tens of thousands of deliveries for enterprise partners such as Uber Eats and 7-Eleven. Serve has scalable multi-year contracts, including a signed agreement to deploy up to 2,000 delivery robots on the Uber Eats platform across multiple U.S. markets.

For further information about Serve Robotics (Nasdaq: SERV), please visit www.serverobotics.com or follow us on social media via X (Twitter), Instagram, or LinkedIn @serverobotics.

Safe Harbor Forward-Looking Statements

This press release of Serve Robotics, Inc. contains “forward-looking statements”. Words such as “may”, “will”, “could”, “should”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” and other comparable terminology are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses its vision, its strategy, and its products. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there could be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statement, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

Contacts

Media

Aduke Thelwell
Head of Communications and Investor Relations
Serve Robotics
[email protected]

Investors
[email protected]

SOURCE Serve Robotics Inc.

As of 5:00 P.M., New York City time, on August 27, 2024 (the “Early Tender Date“), the Issuers received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined below), as reported by D.F. King & Co., Inc. (the “Exchange Agent“), representing $1,091,836,000 in aggregate principal amount of Old Notes, or approximately 99.3% of the aggregate principal amount of Old Notes outstanding, as further specified in the table below. As a result, the Minimum Participation Condition (as defined in the Exchange Offering Memorandum) has been satisfied.

To the extent there are no additional tenders of Old Notes following the Early Tender Date, and all of the Old Notes validly tendered prior to the Early Tender Date are accepted for exchange in accordance with the terms of the Exchange Offer, the aggregate principal amount of Exchange Notes to be issued following consummation of the Exchange Offer will be $1,091,836,000.

In addition, as of the Early Tender Date, the Issuers received the requisite number of consents (the “Consents“) in the concurrent consent solicitation (the “Consent Solicitation“) from Eligible Holders of the Old Notes to adopt certain proposed amendments to the indenture governing the Old Notes, dated as of March 30, 2021 (as amended or supplemented from time to time, the “Old Notes Indenture“), to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including removing the requirement that the Issuers make an offer to repurchase the Old Notes if the Issuers experience certain change of control transactions, releasing the guarantees provided by the guarantors of the Old Notes and eliminating any requirement to provide guarantees in the future with respect to the Old Notes, as well as releasing the liens on all of the collateral securing the Old Notes and eliminating any requirement to provide collateral in the future with respect to the Old Notes (collectively, the “Proposed Amendments“). On August 27, 2024, the Issuers entered into a supplemental indenture with the trustee for the Old Notes and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon, and subject to, the consummation of the Exchange Offer on the Settlement Date.

As of 5:00 P.M., New York City time, on August 27, 2024, the right to withdraw tenders of Old Notes and related Consents expired. Accordingly, Old Notes tendered for exchange at or before such time may not be validly withdrawn and Consents may no longer be revoked, unless required by applicable law, or the Issuers determine in the future in their sole discretion to permit withdrawal and revocation rights.

The Exchange Offer and the Consent Solicitation will expire at 5:00 P.M., New York City time, on September 11, 2024, unless extended or terminated earlier (such time and date as it may be extended or terminated earlier, the “Expiration Date“). Subject to the tender and acceptance procedures described in the Exchange Offering Memorandum, Eligible Holders who validly tender Old Notes after the Early Tender Date but at or prior to the Expiration Date will receive the Late Exchange Consideration, which will be, for each $1,000 principal amount of Old Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for exchange, $950 principal amount of Exchange Notes. No consideration will be paid for Consents in the Consent Solicitation. Each participating Eligible Holder must validly tender all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The consummation of each of the Exchange Offer, the Consent Solicitation and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Issuers of, the Intercreditor Amendment Condition, the ABL Amendment Condition, the HBC Consent Condition, the Merger Condition and the General Conditions (each as defined in the Exchange Offering Memorandum). Subject to applicable law, the Issuers may amend, extend, terminate or withdraw the Exchange Offer and/or Consent Solicitation without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under “Conditions of the Exchange Offer and Consent Solicitation” in the Exchange Offering Memorandum with respect to the Exchange Offer are not satisfied as determined by the Issuers in their sole discretion.

The Exchange Notes and the offering thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act“), or any state or foreign securities laws. The Exchange Offer and Consent Solicitation will only be made, and the Exchange Notes are only being offered and issued, to holders of Old Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the “Eligible Holders“). Only Eligible Holders are authorized to receive or review the Exchange Offering Memorandum or to participate in the Exchange Offer. Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent, subject to confirmation of eligibility through online procedures established by the Exchange Agent, available at: www.dfking.com/NMG. There will be no letter of transmittal for the Exchange Offer.

Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under “Risk Factors” and “Forward-Looking Statements” before making any decision with respect to the Exchange Notes Issuance, the Exchange Offer or the Consent Solicitation. None of the Issuers, their subsidiaries, the Exchange Agent, the Dealer Managers (as defined in the Exchange Offering Memorandum), the applicable trustees under the indentures governing the Old Notes and the Exchange Notes, the applicable collateral agents under the indentures governing the Old Notes and the Exchange Notes, or any of their respective affiliates, makes any recommendation as to whether holders of Old Notes should participate in the Exchange Notes Issuance, tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the Exchange Notes Issuance and whether to tender its Old Notes and to deliver Consents and, if so, the principal amount of Old Notes as to which action is to be taken.

D.F. King & Co., Inc. has been appointed as the exchange agent and information agent for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and the Consent Solicitation may be directed to the Dealer Managers or the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.

About the Issuers

The Issuers are subsidiaries of NMG Parent LLC, the parent company of leading U.S. multi-brand luxury retailers Neiman Marcus and Bergdorf Goodman. The company successfully transformed itself into a profitable luxury relationship business by Revolutionizing Luxury Experiences for customers, brand partners, communities, and associates. Its differentiated business model is anchored around integrated retail, an expertly curated product assortment, and a sales-assisted approach. The company’s culture of Belonging, powered by its approximately 10,000 associates, celebrates the individual talents that form its collective strength.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Exchange Notes Issuance, the Exchange Offer and the Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Exchange Offer and the Consent Solicitation. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect our views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Exchange Offer and the Consent Solicitation and the risk that an insufficient number of Eligible Holders participate in the Exchange Offer and tender their Old Notes. Therefore, these statements are not guarantees of future events, results, performance or achievements and you should not rely on them.

All forward-looking statements included in this press release are based on information available to the Issuers as of the date on which such statements were made and the Issuers assume no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

For questions concerning the Exchange Offer and the Consent Solicitation, please visit www.dfking.com/NMG or contact the Exchange Agent via email at [email protected], with a reference to “NMG” in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (800) 848-3051 (toll-free).

SOURCE Neiman Marcus Group

The net proceeds from this offering will be used for general corporate purposes, which may include, among other things, the repayment or repurchase of Realty Income’s indebtedness (including borrowings under Realty Income’s revolving credit facility), foreign currency swaps or other hedging instruments, the development, redevelopment and acquisition of additional properties and other acquisition or business combination transactions, and the expansion and improvement of certain properties in Realty Income’s portfolio.

This offering is expected to close on September 4, 2024, subject to the satisfaction of customary closing conditions.

The active joint book-running managers for the offering are Barclays, BNP PARIBAS, BofA Securities, Goldman Sachs & Co. LLC, and Wells Fargo Securities.

A copy of the prospectus supplement and prospectus, when available, related to this offering may be obtained by contacting: Barclays Bank PLC by telephone at 1-888-603-5847, BNP Paribas by telephone at 1-800-854-5674, Merrill Lynch International by telephone at 1-800-294-1322, Goldman Sachs & Co. LLC by telephone at 1-866-471-2526 or Wells Fargo Securities International Limited by telephone at +44 20 3942 8530.

These securities are offered pursuant to a Registration Statement that has become effective under the Securities Act of 1933, as amended. These securities are only offered by means of the prospectus included in the Registration Statement and the prospectus supplement related to the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or other jurisdiction where, or to any person to whom, the offer, solicitation, or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Realty Income
Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world’s leading companies. Founded in 1969, we invest in diversified commercial real estate and have a portfolio of 15,450 properties in all 50 U.S. states, the U.K., and six other countries in Europe. We are known as “The Monthly Dividend Company^®,” and have a mission to deliver stockholders dependable monthly dividends that grow over time. Since our founding, we have declared 650 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats^® index, having increased our dividend for the last 30 consecutive years.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio (including our growth strategies and our intention to acquire or dispose of properties including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; future operations and results; the announcement of operating results, strategy, plans, and the intentions of management; settlement of shares of common stock sold pursuant to forward sale confirmations under our at-the-market program; dividends, including the amount, timing and payment of dividends related thereto; and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients’ defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; impairments in the value of our real estate assets; changes in domestic and foreign income tax laws and rates; our clients’ solvency; property ownership through joint ventures, partnerships and other arrangements which may limit control of the underlying investments; epidemics or pandemics, measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; the anticipated benefits as a result of our merger with Spirit Realty Capital, Inc.; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this press release. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

SOURCE Realty Income Corporation

The Company has granted the underwriter of the Offering an option, exercisable within 45 days from the date of the underwriting agreement, to purchase up to an additional 375,000 Class A ordinary shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on August 29, 2024, subject to customary closing conditions.

Kingswood Capital Partners, LLC is acting as sole book runner for the Offering. DLA Piper UK LLP is acting as U.S. counsel to the Company. VCL Law LLP is acting as U.S. counsel to the underwriter with respect to the Offering.

A registration statement on Form F-1 (File No. 333-281215), relating to the Offering was previously filed with the U.S. Securities and Exchange Commission (“SEC”) by the Company, and subsequently declared effective by the SEC on August 27, 2024. The Offering is being made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.  Electronic copies of the final prospectus related to the Offering may be obtained, when available, from Kingswood Capital Partners, LLC, 126 E 56th St, Suite 22S, or by telephone at +1 732-910-9692.

Before you invest, you should read the final prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities described herein, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Autozi Internet Technology (Global) Ltd.

Autozi Internet Technology (Global) Ltd. is one of the leading and fast-growing lifecycle automotive service providers in China. Autozi, founded in 2010, provides high-quality, affordable and professional one-stop automotive products and services through online and offline channels nationwide. Our business segments include (i) new car sales, (ii) auto parts and auto accessories sales, and (iii) automotive insurance related services. Leveraging our online supply chain cloud platform, SaaS platforms, and the network of multiple-brand-service (MBS) stores, we have established an ecosystem of lifecycle automotive services by connecting automotive manufacturers, auto parts manufactures, and insurance companies with MBS stores and various automotive owners. For more information, visit the Company’s website at https://www.autozi.com/en/investor.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering and the listing of its securities. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

For more information, please contact:

Investor Relations:
Sherry Zheng
Weitian Group LLC
Phone: 718-213-7386
Email: [email protected]

SOURCE Autozi Internet Technology (Global) Ltd.

“Because there is little company-specific information available to investors when a company attempts a public listing for the first time, investors trying to place a value on the offering depend largely on the information from publicly traded companies that are already operating in that industry,” says Mark Ma, co-author of a paper on the work and an associate professor of business administration at the University of Pittsburgh.

“We wanted to see whether companies would make themselves appear less profitable in order to get a competitor to withdraw its IPO or limit the amount of money the competitor can raise.”

For this study, researchers collected data on 3,878 firms that went public in the U.S. between 1991 and 2017, as well as 866 withdrawn IPOs. The researchers also evaluated quarterly financial statements issued by large, publicly traded companies during the same time period.

The researchers then used statistical tools to identify patterns among publicly traded companies when an industry competitor was preparing to issue an IPO.

To help identify the potential impact of a competitor’s IPO offering, the researchers compared financial statements of companies who issued their statements shortly before a competitor’s IPO was filed with companies in the same sector who issued statements after the IPO was filed.

“When a company files its IPO, publicly traded competitors in the same sector were more likely to report lower earnings, issue pessimistic revenue forecasts, and take a negative tone in their financial statements,” Ma says.

“This strategy works,” Ma says. “In cases where competitors issued negative financial statements, companies who had listed an IPO were more likely to revise their offering price downward or withdraw the IPO altogether. Even if these firms go public, they suffer poor operating performance – probably because they couldn’t raise sufficient capital at the IPO stage. Meanwhile, their competitors experience higher profitability and market share growth.

“One takeaway message is that investors should be skeptical of competitors’ financial statements when evaluating IPO offerings.”

“Academic studies have shown that raising external capital can be costly for firms due to information asymmetry in capital market,” says Xiaoyun Yu, co-author of the study and a Chair Professor of Finance at Shanghai Jiao Tong University. “Our paper suggests the cost of financing may be higher than previously estimated when considering the strategic negative disclosure of already publicly traded industry peers.”

“In addition, by deploying strategic disclosure to hinder competitors’ ability to raise capital and to go public, large incumbents can shape the competitive landscape and alter the industry structure,” Yu says. “Consequently, industry policies may become tilted in favor of large incumbents, as they gain influence over the industry’s development.”

The paper, “Torpedo Your Competition: Strategic Reporting and Peer Firm IPO,” is published in The Accounting Review. The paper was co-authored by Matthew Billett, Chase Chair Professor of Banking and Finance at Indiana University Bloomington.

The American Accounting Association (www.aaahq.org) is the largest community of accountants in academia. Founded in 1916, we have a rich and reputable history built on leading-edge research and publications. The diversity of our membership creates a fertile environment for collaboration and innovation. Collectively, we shape the future of accounting through teaching, research and a powerful network, ensuring our position as thought leaders in accounting.

Media Contacts: Mark Ma, [email protected]
David Twiddy, [email protected], 941-556-4115

SOURCE American Accounting Association

$500 million aggregate principal amount of Old Notes were issued and sold by the Company in June 2024 in a private offering.

The exchange offer will expire at 5:00 p.m., New York City time, on September 24, 2024, unless extended. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer. The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes and does not represent a new financing transaction.

The terms of the exchange offer are set forth in a prospectus dated August 26, 2024. Copies of the prospectus and the other exchange offer documents may be obtained from the exchange agent:

Wilmington Trust, National Association
50 South Sixth Street, Suite 1290 
Minneapolis, Minnesota 55402 
Attn: BGC Group Notes Administrator 
Email: [email protected]
Facsimile: (612) 217-5651

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-4 (File No. 333-281372), which was declared effective on August 23, 2024.

Discussion of Forward-Looking Statements About BGC

Statements in this document regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

MEDIA CONTACT:
Erica Chase
+1 212-610-2419

INVESTOR CONTACT:
Jason Chryssicas
+1 212-610-2426

SOURCE BGC Group, Inc.