IPO Edge

Viking Files Registration Statement with SEC for Proposed Initial Public Offering

ipoedge.com — Fri, 05 Apr 2024 12:50:00 +0000

LOS ANGELES, April 5, 2024 — Viking Holdings Ltd (“Viking”) today announced that it has publicly filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of its ordinary shares. The number of ordinary shares to be offered and the price range for the proposed offering have not yet been determined. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Viking intends to list its ordinary shares on the New York Stock Exchange under the ticker symbol “VIK.”

BofA Securities and J.P. Morgan are acting as lead underwriters and representatives for the proposed offering. UBS Investment Bank and Wells Fargo Securities are also acting as lead book-running managers. HSBC and Morgan Stanley are acting as bookrunners for the proposed offering, and Rothschild & Co and Stifel are acting as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, telephone: 1-800-294-1322, or email: [email protected]; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, or email: [email protected].

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Viking

Viking was founded in 1997 and provides destination-focused journeys on rivers, oceans and lakes around the world. Designed for curious travelers with interests in science, history, culture and cuisine, Viking offers experiences for The Thinking Person.

SOURCE Viking

Massimo Group Announces Closing of Initial Public Offering and Nasdaq Listing

ipoedge.com — Thu, 04 Apr 2024 17:15:00 +0000

GARLAND, Texas, April 4, 2024 — Massimo Group (NASDAQ: MAMO) (“Massimo”), a manufacturer and distributor of powersports vehicles and pontoon boats, today announced the closing of its initial public offering of 1,300,000 shares of its common stock at an initial public offering price of $4.50 per share.

The aggregate gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Massimo, were approximately $5.85 million. Massimo’s common stock began trading on the Nasdaq Capital Market on April 2, 2024 under the ticker symbol “MAMO.”

The Company expects to use the net proceeds from the sale of the shares for marketing and promotion of its branded products to expand its business; further research and development activities, which are expected to include efforts to develop new products and new electric vehicle-related technology; establish new assembly and distribution operations; and expand recruitment of personnel. The Company also plans to use a portion of the net proceeds from the offering as working capital.

Craft Capital Management, LLC is acting as sole book-running manager for the offering. R.F. Lafferty & Co., Inc. is acting as co-underwriter for the offering.

A registration statement relating to the securities being sold in this offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on March 26, 2024. A copy of the registration statement can be accessed through the SEC’s website at www.sec.gov. This offering is being made only by means of a prospectus forming part of the registration statement relating to these securities. When available, a copy of the final prospectus relating to this offering may be obtained from: Craft Capital Management, LLC, 377 Oak St., Lower Concourse Garden City, NY 11530, by telephone: 516-833-1325, or by email at: [email protected], or from: R. F. Lafferty & Co., Inc., 40 Wall Street, 27th Floor, New York, NY 10005, by telephone: 212-293-9015, or by email at: [email protected].

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, 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 the registration or qualification under the securities laws of any such state or jurisdiction. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the offering.

About Massimo Group

Massimo Group (NASDAQ: MAMO) is a manufacturer and distributor of powersports vehicles and pontoon boats. Founded in 2009, Massimo Motor believes it offers some of the most value packed UTV’s, off-road, and on-road vehicles in the industry. The company’s product lines include a wide selection of farm and ranch tested utility UTVs, recreational ATVs, and Americana style mini-bikes. Massimo Marine manufacturers and sells Pontoon and Tritoon boats with a dedication to innovative design, quality craftsmanship, and great customer service. Massimo is also developing electric versions of UTVs, golf-carts and pontoon boats. The company’s 286,000 square foot factory is in the heart of the Dallas / Fort Worth area of Texas in the city of Garland. For more information, visit massimomotor.com and massimomarine.com.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the use of proceeds thereof. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” “potential,” “seek,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “plan,” and other words and terms of similar meaning. These forward-looking statements include information concerning statements regarding future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Massimo, including those set forth in the “Risk Factors” section of Massimo’s Registration Statement on Form S-1 for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Massimo undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company
Dr. Yunhao Chen
Chief Financial Officer
Massimo Group
[email protected]

Investor Relations
Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
[email protected]

SOURCE Massimo Group

Further statement regarding possible offer for DS Smith plc

ipoedge.com — Thu, 04 Apr 2024 11:10:00 +0000

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

MEMPHIS, Tenn., April 4, 2024 — International Paper Company (“International Paper“) is pleased to provide an update on its possible offer for DS Smith plc (“DS Smith“), pursuant to which International Paper would acquire the entire issued and to be issued share capital of DS Smith (the “Combination“).

International Paper confirms that significant progress has been made in reciprocal due diligence as facilitated by the DS Smith Board and Management, and that it is now in a position to provide shareholders with more detail on the type and quantum of synergies it believes would arise from the Combination.

Corrugated packaging solutions is a core component of DS Smith’s business. Due diligence has confirmed International Paper’s belief that the Combination will significantly strengthen the combined packaging business and customer offerings – with packaging representing 84% of International Paper’s current sales, approximately $1.5 billion (£1.2 billion¹) of which is driven from European sales.

Commenting on the Combination, Mark Sutton, Chairman and CEO of International Paper, said: “Bringing International Paper together with DS Smith is a logical next step in International Paper’s strategy to create value by strengthening our packaging businesses in North America and Europe. By combining the strengths of both companies, we believe we can enhance our offering of sustainable packaging solutions for customers in attractive and growing markets.”

Also commenting, the CEO-Elect of International Paper, Andy Silvernail, said: “Upon being selected as the next CEO, International Paper engaged me in an advisory role that allowed me to have discussions with Mark and the Board regarding this strategic proposal. I am fully aligned with their views and supportive of the opportunity,” Silvernail added, “I believe the combination of International Paper and DS Smith would create a winning position in renewable packaging and would be a strong catalyst to drive profitable growth and create value. I am highly committed to delivering the expected synergies associated with this opportunity as well as the other profit improvement initiatives in place throughout the Combined Group.”

The International Paper Board continues to consider M&A in a disciplined manner and believes an acquisition of DS Smith is aligned with International Paper’s strategy to enhance its corrugated packaging business in Europe and would create significant value for both DS Smith and International Paper shareholders.

Expected Synergies

International Paper expects that the Combination will generate significant synergies and drive compelling value creation for DS Smith and International Paper shareholders. The delivery of the synergies will be supported by International Paper’s significant expertise in acquiring and integrating businesses. In addition, International Paper’s confidence in delivering a successful integration is underpinned by DS Smith’s own expertise in acquiring businesses and integrating them.

International Paper’s Directors, along with its outside adviser, Merrill Lynch International (“BofA Securities“), have reviewed and analysed the potential synergies of the Combination. The potential synergies have subsequently been independently validated and sensitised as part of a Quantified Financial Benefits Statement under Rule 28.1(a) of the Code. Taking into account the factors they can influence, the Directors believe that the combined International Paper and DS Smith group (the “Combined Group“) can deliver at least $514 million (£407 million[1]) of pre-tax cash synergies on an annual run-rate basis by the end of the fourth year following completion of the Combination (“Completion“). These synergies are expected to be derived from the following key areas:

92%, or $474 million (£376 million¹) of cost synergies across the following sources:
- 47%, or $241 million (£191 million¹) from operational synergies across the combined network of mills, box plants and global supply chain, including:
  - Integration benefit of balancing containerboard supply positions (approximately 500k to 600k tons);
  - Freight optimization benefits; and
  - Operational efficiencies across mill and box network from product and system optimization, and sharing technology expertise.
- 23%, or $117 million (£93 million¹) from overhead synergies by reducing duplicative corporate and business overhead expenses; and
- 23%, or $116 million (£92 million¹) from operational procurement synergies from increased scale of the Combined Group.
5%, or $26 million (£21 million¹) from capex procurement synergies, by leveraging increased scale of the Combined Group; and
3%, or $14 million (£11 million¹) of revenue synergies.

These synergies are expected to arise as a direct result of the Combination and could not be achieved independently of the Combination.

International Paper anticipates that the total costs to achieve the synergies outlined above would be approximately $370 million (£293 million¹). International Paper expects that approximately 33% of the synergies outlined above would be achieved by the end of the first year following Completion, with approximately 66% and 95% achieved by the end of the second and third years following Completion, all on a run-rate basis, respectively.

Aside from the oneoff costs referred to above, the International Paper Board does not expect any material dissynergies to arise as a direct result of the Combination.

This statement constitutes a Quantified Financial Benefits Statement under Rule 28.1(a) of the Code. The Appendix to this announcement also includes reports from International Paper’s reporting accountant, Deloitte LLP (“Deloitte“), and its financial adviser, BofA Securities, in connection with the anticipated Quantified Financial Benefits Statement, as required pursuant to Rule 28.1(a) of the Code, and provides underlying information and bases for the reporting accountant’s and adviser’s respective reports. BofA Securities as financial adviser to International Paper, has provided its report for the purposes of the Code stating that, in its opinion and subject to the terms of the reports, the Quantified Financial Benefits Statement, for which the International Paper Directors are responsible, has been prepared with due care and consideration. Each of Deloitte and BofA Securities has given and not withdrawn its consent to the publication of its respective report in this announcement in the form and context in which it is included.

The International Paper Board believes these synergies will contribute to significant value creation for both DS Smith and International Paper shareholders. The Combination is expected to increase International Paper’s margins through synergies and to be immediately earnings per share (EPS) accretive. Return on invested capital (ROIC) from the Combination is expected to exceed International Paper’s weighted average cost of capital (WACC) by the end of the third year following Completion.

Plans for DS Smith’s Operations & Headquarters

As part of the Combination, International Paper envisages that DS Smith’s North American manufacturing locations and International Paper’s European manufacturing locations would continue their respective operations. Though it is intended that the Combined Group would be headquartered and domiciled in Memphis, Tennessee, USA, at International Paper’s existing headquarters, International Paper intends to maintain key elements of DS Smith’s headquarters functions and is proposing to establish a European headquarters in London, United Kingdom, at DS Smith’s existing headquarters (subject to any required information and consultation with any impacted employees and/or their representatives in accordance with applicable law).

Plans for Secondary Listing

As part of the Combination, any new International Paper shares issued to DS Smith shareholders will be authorised for primary listing on the New York Stock Exchange subject to official notice of issuance and International Paper intends to seek a secondary listing of its shares on the London Stock Exchange.

In accordance with Rule 2.6(a) of the U.K. Takeover Code, International Paper is required, by not later than 5.00 p.m. (London time) on 23 April 2024, to either announce a firm intention to make an offer for DS Smith in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the U.K. Takeover Code, International Paper reserves the right to make an offer for DS Smith on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the DS Smith Board; or (ii) if a third party announces (after the date of this announcement) a firm intention to make an offer or a possible offer for DS Smith which, at that date, is of a value less than the value implied by the Exchange Ratio. International Paper reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer.

This announcement has been made by International Paper without the prior agreement or approval of DS Smith.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and accordingly there can be no certainty that any transaction will proceed.

A further announcement will be made if and when appropriate. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the announcement by International Paper dated 26 March 2024 of a possible offer by it for DS Smith.

Enquiries:

International Paper Company	+1 901 419 1731
Mark Nellessen

FGS Global	[email protected]
Robin Weinberg/Danya Al-Qattan	+1 212 687 8080
James Murgatroyd/Gordon Simpson/Edward Treadwell	+44 20 7251 3801

BofA Securities (Sole Financial Adviser to International Paper)	+44 20 7628 1000
Luca Ferrari
Geoff Iles
Antonia Rowan
Tom Brown

Important Notices

Disclosure requirements of the Code

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

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

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

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

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

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.internationalpaper.com by no later than 12 noon (London time) on the next business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Other

Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to International Paper.

Merrill Lynch International (“BofA Securities“), which is authorised by the Prudential Regulation Authority (“PRA“) and regulated by the Financial Conduct Authority and the PRA in the United Kingdom, is acting exclusively for International Paper and for no one else and will not be responsible to anyone other than International Paper for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise.

This announcement and the information within it is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this announcement 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 of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of International Paper or DS Smith who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of International Paper, DS Smith and certain plans and objectives of International Paper, DS Smith and the Combined Group.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by International Paper in light of its experience and their perception of historical trends, current conditions, future developments and other factors it believes appropriate, and therefore are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.

Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the International Paper or DS Smith; and (iii) the effects of government regulation on the business of International Paper or DS Smith. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to International Paper or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. International Paper does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

The Annual Report on Form 10-K of International Paper for the year ended 31 December 2023 contains additional information regarding forward-looking statements and risk factors with respect to International Paper.

Quantified Financial Benefits Statement

Statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this announcement generally, should be construed as a profit forecast or interpreted to mean that the Combined Group’s earnings per share in the first full year following Completion, or in any subsequent period, would necessarily match or be greater than or be less than those of International Paper or DS Smith for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this announcement is the responsibility of International Paper and the International Paper Directors.

APPENDIX

PART A

Quantified Financial Benefits Statement

International Paper has made the following quantified financial benefits statement in paragraph 7 of the announcement (the “Quantified Financial Benefits Statement“):

“International Paper expects that the Combination will generate significant synergies and drive compelling value creation for DS Smith and International Paper shareholders. The delivery of the synergies will be supported by International Paper’s significant expertise in acquiring and integrating businesses. In addition, International Paper’s confidence in delivering a successful integration is underpinned by DS Smith’s own expertise in acquiring businesses and integrating them.

International Paper’s Directors, along with its outside adviser, Merrill Lynch International (“BofA Securities“), have reviewed and analysed the potential synergies of the Combination. The potential synergies have subsequently been independently validated and sensitised as part of a Quantified Financial Benefits Statement under Rule 28.1(a) of the Code. Taking into account the factors they can influence, the Directors believe that the combined International Paper and DS Smith group (the “Combined Group“) can deliver at least $514 million (£407 million¹) of pre-tax cash synergies on an annual run-rate basis by the end of the fourth year following completion of the Combination (“Completion“). These synergies are expected to be derived from the following key areas:

92%, or $474 million (£376 million¹) of cost synergies across the following sources:
- 47%, or $241 million (£191 million¹) from operational synergies across the combined network of mills, box plants and global supply chain, including:
  - Integration benefit of balancing containerboard supply positions (approximately 500k to 600k tons);
  - Freight optimization benefits; and
  - Operational efficiencies across mill and box network from product and system optimization, and sharing technology expertise.
- 23%, or $117 million (£93 million¹) from overhead synergies by reducing duplicative corporate and business overhead expenses; and
- 23%, or $116 million (£92 million¹) from operational procurement synergies from increased scale of the Combined Group.
5%, or $26 million (£21 million¹) from capex procurement synergies, by leveraging increased scale of the Combined Group; and
3%, or $14 million (£11 million¹) of revenue synergies.

These synergies are expected to arise as a direct result of the Combination and could not be achieved independently of the Combination.

Aside from the oneoff costs referred to above, the International Paper Board does not expect any material dissynergies to arise as a direct result of the Combination.”

The International Paper Board believes that the Combined Group should be able to achieve the synergies set out in the Quantified Financial Benefits Statement.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below.

Reports

As required by Rule 28.1(a) of the City Code on Takeovers and Mergers (the “Code“), Deloitte, LLP (“Deloitte“), as reporting accountants to International Paper, has provided a report stating that, in their opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. In addition, BofA Securities, as financial adviser to International Paper, has provided its report stating that, in its view, the Quantified Financial Benefits Statement has been prepared with due care and consideration.

Copies of these reports are included in this Appendix. Each of Deloitte and BofA Securities has given and not withdrawn its consent to the publication of its report in this announcement in the form and context in which it is included.

Bases of calculation of the Quantified Financial Benefits Statement

In preparing the Quantified Financial Benefits Statement, International Paper has relied on a combination of publicly available information and information obtained through reciprocal due diligence. In such circumstances, International Paper management has made estimates and assumptions to aid its development of individual synergy initiatives. The assessment and quantification of the potential synergies have, in turn, been informed by the International Paper management’s industry experience and knowledge of the existing businesses, without consultation with DS Smith on the detailed quantification of the synergies.

The cost bases used as the basis for the Quantified Financial Benefits Statement are a blend of International Paper’s FY23 financial results and DS Smith’s FY23 financial results. The total addressable cost base used as the basis for the quantified exercise is $24.9 billion (£19.8 billion¹).

For the potential synergies arising from the combination of group functions, organisation information was reviewed. The assessment and quantification of such potential synergies have in turn been informed by International Paper management’s industry experience as well as their experience of executing and integrating past acquisitions.

Cost synergy assumptions were based on a detailed, bottom-up evaluation of the benefits available from elimination of duplicate activities, the benefits of combined scale economics and operational efficiencies arising from consolidation. In determining the estimate of cost synergies achievable through the combination of International Paper and DS Smith, no synergies relating to operations have been included where no overlap exists.

Where appropriate, assumptions were used to estimate the costs of implementing the new structures, systems and processes required to realise the synergies.

In general, the synergy assumptions have in turn been risk-adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefit set out above.

In arriving at the estimate of synergies set out in the Quantified Financial Benefits Statement, the International Paper Directors have made the following assumptions, which are outside the influence of International Paper:

there will be no material impact on the underlying operations of either the International Paper or DS Smith as a result of the proposed transaction or their ability to continue to conduct their businesses;
there will be no material divestments made by DS Smith save as previously announced by DS Smith as at the date of this announcement;
there will be no material change to macroeconomic, political, inflationary, regulatory or legal conditions in the markets or regions in which International Paper and DS Smith operate that will materially impact on the implementation of the synergy plans or costs to achieve the proposed cost synergies;
there will be no material change in current foreign exchange rates or interest rates;
there will be no material change in accounting standards; and
there will be no change in tax legislation or tax rates or other legislation in the United Kingdom or United States that could materially impact the ability to achieve any benefits.

In addition, the International Paper Directors have made an assumption within the influence of International Paper that there will be no material divestments made by International Paper save as previously announced by International Paper as at the date of this announcement.

In addition, the International Paper Directors have assumed that the cost synergies are substantively within International Paper’s control, albeit that certain elements are dependent in part on negotiations with third parties.

Important Notes

The statements of estimated pre-tax cash synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the pre-tax cash synergies referred to may not be achieved, or those achieved could be materially different from those estimated.
No statement in the Quantified Financial Benefits Statement, or this announcement generally, should be construed as a profit forecast or interpreted to mean that International Paper’s earnings per share in the full first full year following completion of the Combination, or in any subsequent period, would necessarily match or be greater than or be less than those of International Paper and/or DS Smith for the relevant preceding financial period or any other period.
Due to the size of the combination and potential scale of the Combined Group, there may be additional changes to the Combined Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
In arriving at the estimate of synergies set out in this announcement, the International Paper Board has assumed that there will be no significant impact on the business of the Combined Group.

APPENDIX

PART B

Accountant’s Report on Quantified Financial Benefits Statement

The Board of Directors
on behalf of International Paper Company
6400 Poplar Ave
Memphis, TN
38197
United States of America

The Directors
Merrill Lynch International
2 King Edward Street
London
EC1A 1HQ

4th April 2024

Dear Sirs/Mesdames,

Possible offer for DS Smith plc (“The Target”) by International Paper Company (“The Offerer”)

We report on the statement made by the directors of The Offerer (the “Directors”) of estimated synergy benefits set out in Part A of the Appendix to the Rule 2.4 announcement dated 4 April 2024 (the “Announcement”) issued by The Offerer (the “Quantified Financial Benefits Statement”).

Opinion

In our opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated.

The Statement has been made in the context of the disclosures within Part A setting out, inter alia, the basis of the Directors’ belief (identifying the principal assumptions and sources of information) supporting the Statement and their analysis, explanation and quantification of the constituent elements.

Responsibilities

It is the responsibility of the Directors to prepare the Statement in accordance with Rule 28 of the City Code on Takeovers and Mergers (the “Takeover Code”).

It is our responsibility to form our opinion, as required by Rule 28.1(a) of the Takeover Code, as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.

This report is given solely for the purposes of complying with Rule 28.1(a)(i) of the Takeover Code and for no other purpose.

Therefore, to the fullest extent permitted by law we do not assume any other responsibility to any person for any loss suffered by any such person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the Takeover Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis set out in Part A of the Appendix to the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom (“FRC”).

We are independent of The Offerer in accordance with the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We have discussed the Statement, together with the underlying plans (relevant bases of belief/including sources of information and assumptions), with the Directors and Merrill Lynch International. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. We have not consented to the inclusion of this report and our opinion in any registration statement filed with the SEC under the U.S. Securities Act of 1933 (either directly or by incorporation by reference) or in any offering document enabling an offering of securities in the United States (whether under Rule 144A or otherwise). We therefore accept no responsibility to, and deny any liability to, any person using this report and opinion in connection with any offering of securities inside the United States of America or who makes a claim on the basis they had acted in reliance on the protections afforded by United States of America law and regulation.

We do not express any opinion as to the achievability of the benefits identified by the Directors in the Statement.

Since the Statement and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we express no opinion as to whether the actual benefits achieved will correspond to those anticipated in the Statement and the differences may be material.

Yours faithfully

Deloitte LLP

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London EC4A 3HQ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients.

APPENDIX

PART C

Report from BofA Securities on the Quantified Financial Benefits Statement

The Board of Directors
on behalf of International Paper Company
6400 Poplar Ave
Memphis, TN
38197
United States of America

4 April 2024

Dear Sirs,

Possible offer for DS Smith plc (“DS Smith”) by International Paper Company (“International Paper”)

We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the “Statement“) as set out in the possible offer announcement by International Paper dated 4 April 2024 (the “Announcement“), for which the Board of International Paper (the “Directors“) are solely responsible under Rule 28 of the City Code on Takeovers and Mergers (the “Code“).

We have discussed the Statement (including the assumptions and sources of information referred to therein), with the Directors and those officers and employees of International Paper who developed the underlying plans, as well as with Deloitte LLP (“Deloitte“). The Statement is subject to uncertainty as described in this Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by, or on behalf of, International Paper, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

We do not express any opinion as to the achievability of the quantified financial benefits identified by the Directors.

We have also reviewed the work carried out by Deloitte and have discussed with them the opinion set out in this Announcement addressed to yourselves and ourselves on this matter.

This letter is provided to you solely in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to International Paper or its shareholders or any person other than the Directors in respect of the contents of this letter. We are acting as financial adviser to International Paper and no one else in connection with the proposed transaction and it was for the purpose of complying with Rule 28.1(a)(ii) of the Code that International Paper requested us to prepare this report on the Statement. No person other than the Directors can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its results, or the work undertaken in connection with this letter, or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which you as the Directors are solely responsible, has been prepared with due care and consideration.

Yours faithfully,

Merrill Lynch International (“BofA Securities“)

¹ GBP:USD of 1:1.2619 as at 3 April 2024.

SOURCE International Paper

Riley Permian Announces Pricing of Public Offering of Common Stock

ipoedge.com — Thu, 04 Apr 2024 11:06:00 +0000

OKLAHOMA CITY, April 4, 2024 — Riley Exploration Permian, Inc. (NYSE American: REPX) (“Riley Permian” or the “Company”) announced today the pricing of its previously announced underwritten public offering of 2,100,000 shares of its common stock at a price to the public of $27.00 per share (the “Offering”), which includes 700,000 shares being offered by the Company and 1,400,000 shares being offered by certain of the Company’s stockholders (the “Selling Stockholders”). The Company has granted the underwriters a 30-day option to purchase up to an additional 315,000 shares of common stock. The Offering is expected to close on or about April 8, 2024, subject to customary closing conditions.

Gross proceeds to the Company from the Offering are expected to be approximately $18.9 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include financing acquisitions (including a pending acquisition of an approximate 12,500 net acre position in Eddy County, New Mexico for 100% cash consideration, which the Company anticipates funding primarily with proceeds from the Offering with any remaining balance funded through borrowings under the Company’s revolving credit facility and expects will close in May 2024), repayment of outstanding debt, financing of capital expenditures, financing other investments or business opportunities, and general working capital purposes. The Company will not receive any proceeds from any sale of shares by the Selling Stockholders. The Company will, however, bear the costs other than the underwriting discount and commissions associated with the sale of common stock by the Selling Stockholders.

Truist Securities, Inc. and Roth Capital Partners are acting as joint book-running managers for the Offering. Janney Montgomery Scott LLC and Tuohy Brothers Investment Research, Inc. are acting as co-managers for the Offering.

The shares are being offered pursuant to a shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2021, as amended, and declared effective by the SEC on May 12, 2021. The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering, as well as copies of the final prospectus supplement, once available, may be obtained on the SEC’s website at www.sec.gov or by contacting Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, by telephone at (800) 685-4786, or by email at [email protected], or Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, Attention: Prospectus Department, by telephone at (800) 678-9147, or by email at [email protected].

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, 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 Riley Exploration Permian, Inc.
Riley Permian is a growth-oriented, independent oil and natural gas company focused on the acquisition, exploration, development and production of oil, natural gas, and natural gas liquids. For more information please visit www.rileypermian.com.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained in this prospectus supplement that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning the timing and completion of the Offering and anticipated use of the net proceeds from the Offering, the Company’s possible or assumed future results of operations, business strategies, need for financing, competitive position and potential growth opportunities. The Company’s forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, volatility of oil, natural gas and natural gas liquid prices; regional supply and demand factors, any delays, curtailment delays or interruptions of production, and any governmental order, rule or regulation that may impose production limits; cost and availability of gathering, pipeline, refining, transportation and other midstream and downstream activities; severe weather and other risks that lead to a lack of any available markets; the ability to successfully complete mergers, acquisitions and divestitures; the inability or failure of the Company to successfully integrate the acquired assets into its operations and development activities; the potential delays in the development, construction or start-up of planned projects; the risk that the Company’s enhanced oil recovery project may not perform as expected or produce the anticipated benefits; risks relating to the Company’s operations, including development drilling and testing results and performance of acquired properties and newly drilled wells; any reduction in the Company’s borrowing base on its revolving credit facility from time to time and the ability to repay any excess borrowings as a result of such reduction; the impact of the Company’s derivative strategy and the results of future settlement; the ability to comply with the financial covenants contained in its credit agreement; conditions in the capital, financial and credit markets and the ability to obtain capital needed for development and exploration operations on favorable terms or at all; the loss of certain tax deductions; risks associated with executing the Company’s business strategy, including any changes in strategy; inability to prove up undeveloped acreage and maintain production on leases; risks associated with concentration of operations in one major geographic area; legislative or regulatory changes, including initiatives related to hydraulic fracturing, emissions, and disposal of produced water, which may be negatively impacted by regulation or legislation; the ability to receive drilling and other permits or approvals and rights-of-way in a timely manner (or at all), which may be restricted by governmental regulation and legislation; restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water well permits recently imposed by the Railroad Commission of Texas in an effort to control induced seismicity in the Permian Basin; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; public health crisis, such as pandemics and epidemics, and any related government policies and actions and the effects of such public health crises on the oil and natural gas industry, pricing and demand for oil and natural gas and supply chain logistics; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine, the Israel-Hamas conflict and the global response to such conflicts; risks related to litigation; and cybersecurity threats, technology system failures and data security issues.

Additional factors that could cause results to differ materially from those described above can be found in the preliminary prospectus supplement and base prospectus related to the Offering, Riley Permian’s Annual Report on Form 10-K for the year ended December 31, 2023, and in other filings made with the SEC from time to time. Copies of Riley Permian’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings are available on the SEC’s website, www.sec.gov, and on the Company’s website at www.rileypermian.com under the “Investor” tab.

The forward-looking statements in this press release are made as of the date hereof and are based on information available at this time. The Company does not undertake, and expressly disclaims, any duty to update or revise our forward-looking statements based on new information, future events or otherwise, except as required by law.

Investor Contact:
Rick D’Angelo
405-438-0126
[email protected]

SOURCE Riley Exploration Permian, Inc.

Riley Permian Announces Commencement of Public Offering of Common Stock

ipoedge.com — Wed, 03 Apr 2024 21:01:00 +0000

OKLAHOMA CITY, April 3, 2024 — Riley Exploration Permian, Inc. (NYSE American: REPX) (“Riley Permian” or the “Company”) announced today that it has commenced an underwritten public offering of 2,100,000 shares of its common stock (the “Offering”), which includes 700,000 shares being offered by the Company and 1,400,000 shares being offered by certain of the Company’s stockholders (the “Selling Stockholders”). The Company and the Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 315,000 shares of common stock. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include financing acquisitions (including a pending acquisition of an approximate 12,500 net acre position in Eddy County, New Mexico for 100% cash consideration, which the Company anticipates funding primarily with proceeds from the Offering with any remaining balance funded through borrowings under the Company’s revolving credit facility and expects will close in May 2024), repayment of outstanding debt, financing of capital expenditures, financing other investments or business opportunities, and general working capital purposes. The Company will not receive any proceeds from any sale of shares by the Selling Stockholders. The Company will, however, bear the costs other than the underwriting discount and commissions associated with the sale of common stock by the Selling Stockholders.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained in this prospectus supplement that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning the size, timing and completion of the Offering and anticipated use of the net proceeds from the Offering, the Company’s intention to grant the underwriters a 30-day option to purchase additional shares, the Company’s possible or assumed future results of operations, business strategies, need for financing, competitive position and potential growth opportunities. The Company’s forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct.

Investor Contact:
Rick D’Angelo
405-438-0126
[email protected]

SOURCE Riley Exploration Permian, Inc.

El Al Israel Airlines Ltd. Announces Results of issuance according to shelf offering report

ipoedge.com — Wed, 03 Apr 2024 12:47:00 +0000

TEL AVIV, Israel, April 3, 2024 — El Al Israel Airlines Ltd. (TASE: ELAL) (the “Company”) hereby announces the results of the offering of shares together with Series 3 warrants, according to the Company’s shelf offering report dated March 31, 2024 (the “Shelf Offering Report“):¹

1. According to the Shelf Offering Report, a public offering was made by way of a tender for up to 92,000,000 ordinary shares of the Company of par value ILS 1 each (“Shares”), together with up to 92,000,000 new Series 3 warrants (the “Series 3 Warrants”), which are publicly-traded, registered, and exercisable for Company shares, all as detailed in the Shelf Offering Report.

2. The securities were offered to the public in 920,000 units, by way of a uniform offering, in a tender for the unit price, with the following unit composition and minimum price:

Number of securities per unit	Minimum price per security	Total
100 Shares	ILS 5.20	ILS 520
100 warrants	Free of charge	–
Minimum price per unit		ILS 520

3. The Company received prior commitments from accredited investors to submit bids in the tender for the purchase of 687,205 units, constituting ~74.69% of the total units offered to the public according to the Shelf Offering Report, as detailed in Section 3 of the Shelf Offering Report.

4. The following are the results of the tender held on 31 March 2024:

4.1. In the tender, a total of 328 bids were received for the purchase of 1,181,090 units (including 70 bids from accredited investors for the purchase of 687,205 units, according to prior commitments received in the preliminary institutional tender), for the total financial value of approx. ILS 655.5 million.

4.2. According to information provided to the Company, in the tender and according to the notice of Kanfei Nesharim Aviation Ltd. (the “Controlling Shareholder”), as detailed in Section 4 of the Shelf Offering Report, the Controlling Shareholder submitted bids for the purchase of units with a total financial value of approx. ILS 92 million.

4.3. The unit price as determined in the tender is ILS 555 (“The Determined Unit Price “).

4.4. 920,000 units were allotted in the tender, as follows:

4.4.1. 54 bids from accredited investors for the purchase of 543,676 units, which stated a price higher than the Determined Unit Price– were granted in full.

4.4.2. 163 bids from the public for the purchase of 365,396 units, which stated a price higher than the Determined Unit Price– were granted in full.

4.4.3. One bid from an accredited investor for the purchase of 36,000 units, which stated the Determined Unit Price– was granted partially, for 10,928 units.

4.4.4. 8 bids from the public for the purchase of 3,285 units, which stated the Determined Unit Price– were not granted.

4.4.5. 815 bids from accredited investors for the purchase of 107,529 units, which stated a price lower than the Determined Unit Price– were not granted.

4.4.6. 87 bids from the public for the purchase of 125,204 units, which stated a price lower than the Determined Unit Price– were not granted.

4.5. In total, the Company will issue, according to the results of the tender, 92,000,000 Shares together with 92,000,000 Series 3 Warrants. The (gross) consideration for the Shares to be allotted totals approx. ILS 510 million (approx. $140 million).

The future (gross) consideration the Company expects, assuming all Series 3 Warrants are fully exercised (without taking into account differentials for linkage to the dollar) is approx. ILS 524 million.

The Company thanks the investing public for accepting the offering under the Shelf Offering.

Contact:
[email protected]

¹^{Ref. no. 2024-01-029338.}

SOURCE EL AL Israel Airlines Ltd.

MASSIMO, consulted by ATIF, successfully listed on Nasdaq

ipoedge.com — Tue, 02 Apr 2024 14:00:00 +0000

IRVINE, Calif., April 2, 2024 — MASSIMO GROUP (NASDAQ: MAMO), hereinafter referred to as “MASSIMO”, consulted by ATIF Holdings Limited (NASDAQ: ATIF, hereinafter referred to as “ATIF”) made its initial public offering on the NASDAQ Exchange under the ticker symbol MAMO. MASSIMO will issue shares at an expected price of US $4.00 to US $5.00 per share.

Founded in 2009, MASSIMO offers a number of well-loved and highly valued UTVs, off-road vehicles, and track vehicles in the industry. At the same time, Massimo provides customers with the highest level of high-power electric engine units in the industry, and is the first yacht manufacturer in the United States to provide high-power electric engines. It has very successful marketing and management experience in UTV utility terrain vehicles, ATV and V Bike sharing bikes in the US market.

Jun Liu, President, Chairman of the Board and Chief Executive Officer of ATIF, said, “We are excited to participate in MASSIMO’s IPO. As MASSIMO’s IPO consultant, we look forward to seeing MASSIMO grow through this IPO and complete its ambitious business expansion plan. The choice of listing is a new breakthrough for MASSIMO in its business development process, which indicates that MASSIMO will usher in greater development prospects and continuous growth sources in the future, bringing new vitality to the development of sustainable innovative technologies in the entire industry. It also lays a solid foundation for its further international development.”

About ATIF

ATIF Holdings Limited (NASDAQ: ATIF) is a Lake Forest-based business consulting company that specializes in providing professional IPO, M&A advisory and post-IPO compliance services to small and medium-sized companies seeking to go public on a stock exchange in the United States. The company has a proven track record in successfully delivering comprehensive U.S. IPO consulting services to clients primarily in the United States but also internationally. The mission of ATIF is to provide one-stop, comprehensive consulting services that guide clients through the complex and often challenging process of going public. ATIF recognizes the complexity and challenges associated with the process of going public, and endeavors to simplify it while ensuring optimal outcomes for its clients through its comprehensive consulting services. ATIF has been awarded the “Golden Bauhinia Award”, the highest award in the financial and securities industry in Hong Kong, for “Top 10 Best Listed Companies”.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the “safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, “estimated,” “projected,” Words such as “expect”, “anticipate”, “predict”, “plan”, “intend”, “believe”, “seek”, “may”, “will”, “should”, “future”, “propose” and variations of these words or similar expressions (or the opposite of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements do not guarantee future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control and may cause actual results or achievements to differ materially from those discussed in the forward-looking statements. Important factors include future financial and operating results, including revenues, income, expenses, cash balances and other financial items; Ability to manage growth and expansion; Current and future economic and political conditions; The ability to compete in industries with low barriers to entry; The ability to obtain additional financing to fund capital expenditure in the future. Ability to attract new customers and further enhance brand awareness; Ability to hire and retain qualified management and key staff; Trends and competition in the financial advisory services industry; Pandemic or epidemic disease; Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, the Company cannot assure you that such expectations will turn out to be correct, and the Company cautions you that actual results may differ materially from the expected results expressed or implied by the forward-looking statements we make. You should not interpret forward-looking statements as predictions of future events. Forward-looking statements represent only the beliefs and assumptions of our management as of the date such statements are made. The above forward-looking statements are made as of the date of this press release.

SOURCE ATIF Holdings Limited

Massimo Group Announces Pricing of $5.85 Million Initial Public Offering

ipoedge.com — Tue, 02 Apr 2024 13:00:00 +0000

GARLAND, Texas, April 2, 2024 — Massimo Group (NASDAQ: MAMO) (“Massimo”), a manufacturer and distributor of powersports vehicles and pontoon boats, today announced the pricing of its initial public offering of 1,300,000 shares of its common stock at a price of $4.50 per share.

The gross proceeds to Massimo from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, are expected to be $5.85 million. In addition, the Company has granted the underwriters a 45-day option from the closing of the Offering to purchase up to an additional 195,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on April 4, 2024, subject to the satisfaction of customary closing conditions. The shares are expected to begin trading on the Nasdaq Capital Market on April 2, 2024, under the symbol “MAMO.”

Craft Capital Management, LLC is acting as sole book-running manager for the offering. R.F. Lafferty & Co., Inc. is acting as co-underwriter for the offering.

About Massimo Group

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” “potential,” “seek,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “plan,” and other words and terms of similar meaning. These forward-looking statements include information concerning statements regarding future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Massimo, including those set forth in the “Risk Factors” section of Massimo’s Registration Statement on Form S-1 for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Massimo undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company
Dr. Yunhao Chen
Chief Financial Officer
Massimo Group
[email protected]

Investor Relations
Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
[email protected]

SOURCE Massimo Group

Foundry JV Holdco LLC Announces Launch of Consent Solicitation to Holders of its Senior Secured Notes Due 2034

ipoedge.com — Tue, 02 Apr 2024 12:53:00 +0000

HOUSTON, April 2, 2024 — Foundry JV Holdco LLC (the “Company”), a Delaware limited liability company, today announced that it has commenced a consent solicitation (the “Consent Solicitation”) in connection with its outstanding 5.875% Senior Secured Notes due 2034 (the “Notes”) for amendments (the “Proposed Amendments”) to the indenture dated as of May 19, 2023 (as supplemented through the date hereof, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee, under which the Notes are governed.

AMENDMENT & CONSENT

The Company is pursuing the Consent Solicitation to adopt the Proposed Amendments to certain terms and provisions in the Indenture. The terms and conditions of the Consent Solicitation are set forth in a Consent Solicitation Statement, dated as of the date hereof (the “Statement”). The Proposed Amendments would amend the definition of Permitted Investment, and specifically extend the allowed maturity of certain types of permitted investments. Defined terms used and not defined herein have the meanings set forth in the Indenture.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on April 8, 2024, or such later time and date to which the Consent Solicitation is extended (the “Expiration Time”). Consents with respect to the Proposed Amendments may not be revoked after the consent date, which is the earlier of (i) the date on which a supplemental indenture to the Indenture setting forth the Proposed Amendments is executed and (ii) the Expiration Time. Subject to the terms and conditions of the Consent Solicitation, the Company is offering each holder of the Notes (each a “Holder”) that consents to the Proposed Amendments prior to the Expiration Time and whose consent the Company accepts (each such Holder, a “Consenting Holder”) consideration equal to $1.00 per $1,000 in principal amount of Notes held by such Consenting Holder (the “Consent Fee”).

The payment of the Consent Fee is conditioned upon satisfaction or waiver of the Conditions (as defined in the Statement) to the Consent Solicitation as described therein, including, among others, (i) the receipt of consents of holders of more than 50% of the aggregate principal amount of the Notes outstanding (excluding any Notes held by the Company or its affiliates) and (ii) the execution of an amendment to that certain Note Purchase Agreement, dated as of April 27, 2023 (the “NPA Amendment”). The proposed amendments being sought in the NPA Amendment are substantially similar to the Proposed Amendments described herein, and holders of the notes subject to the NPA Amendment will receive the same consideration as the Consent Fee described herein ($1.00 per $1,000 in principal amount) if the NPA Amendment becomes effective. The complete terms and conditions of the Consent Solicitation are set forth in the Statement that is being sent to the holders of the Notes.

BNP Paribas Securities Corp. (“BNP Paribas”) and Wells Fargo Securities, LLC (“Wells Fargo”) are serving as solicitation agents in connection with the Consent Solicitation. D.F. King & Co., Inc. (“D.F. King”) is serving as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to BNP Paribas at (212) 841-3059 and (888) 210-4358 (toll free) and Wells Fargo at (704) 410-4235 and (866) 309-6316 (toll free), respectively. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to D.F. King at (800) 791-3320 (toll free) or by email to [email protected].

This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. None of the Company, the solicitation agent or the information and tabulation agent, makes any recommendation as to whether holders should deliver consents to the Proposed Amendments. Each holder must make its own decision as to whether or not to deliver consents to the Proposed Amendments.

ABOUT FOUNDRY JV HOLDCO LLC

The Company, which is indirectly owned by Brookfield Infrastructure Partners L.P. (NYSE: BIP, TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield Infrastructure”), was formed in connection with a partnership between Brookfield Infrastructure and Intel Corporation (“Intel”) to jointly invest in Intel’s previously announced manufacturing expansion at its Ocotillo campus in Chandler, Arizona. Intel indirectly owns a 51% interest in Arizona Fab LLC (“Arizona Fab”) and Brookfield Infrastructure, through the Company, indirectly owns a 49% interest in Arizona Fab. The project consists of two semiconductor wafer fabrication buildings, Fab 52 and Fab 62, together with related structures and assets and equipment owned or leased by Arizona Fab in connection therewith.

FORWARD LOOKING STATEMENTS

This news release may contain certain statements that are, or may be deemed to be, “forward-looking statements.” All statements, other than statements of historical facts, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things: (i) statements regarding the Company and Arizona Fab, including statements regarding Arizona Fab’s abilities to issue dividends or make distributions; (ii) statements regarding the future debt levels and financial condition of the Company and Arizona Fab; (iii) statements regarding any financing transactions or arrangements, or ability to enter into such transactions; (iv) statements regarding the construction timeline and status of the Fabs; (v) statements regarding any semiconductor wafer purchase, sale or other agreement to be entered into or performed substantially in the future, including the anticipated amount and timing of any revenues to be received therefrom, and statements regarding the amounts of total semiconductor wafer production capacities that are, or may become subject to such agreements; (vi) statements regarding counterparties to, or guarantors under, the Company’s or Arizona Fab’s contracts, including the Material Project Documents; (vii) statements regarding the Company’s, Intel’s or Arizona Fab’s business strategy, strengths, business and operation plans or any other plans, forecasts, projections or objectives, including anticipated revenues and capital expenditures, any or all of which are subject to change; (viii) statements regarding legislative, governmental, regulatory, administrative or other public body actions, requirements, permits, investigations, proceedings or decisions; and (ix) any other statements that relate to non-historical or future information.

These forward-looking statements are often identified by the use of terms and phrases such as “achieve,” “anticipate,” “believe,” “contemplate,” “develop,” “estimate,” “expect,” “forecast,” “plan,” “potential,” “project,” “propose,” “strategy” and similar terms and phrases, or by the use of future tense. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Undue reliance should not be placed on these forward-looking statements, which are made and speak only as of the date of this Statement.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, The Company assumes no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.

SOURCE Foundry JV Holdco LLC

MILLER INDUSTRIES BOARD AUTHORIZES NEW SHARE REPURCHASE PROGRAM

ipoedge.com — Tue, 02 Apr 2024 12:30:00 +0000

CHATTANOOGA, Tenn., April 2, 2024 — Miller Industries, Inc. (NYSE: MLR) (“Miller Industries” or the “Company”) today announced that its Board of Directors has authorized a $25.0 million share repurchase program.

William G. Miller, II, Chief Executive Officer, commented, “In light of the Company’s strong financial performance in 2023, we mentioned on our last earnings call that we were evaluating a number of capital allocation priorities in an effort to maximize shareholder value. We believe that our shareholders should share in the upside of our outperformance, and that is why we increased our quarterly dividend by 5.6% last quarter. As a next step in that process the Board has announced a share repurchase program, which is intended to create more value for all of our shareholders. We believe this announcement reflects the Board’s confidence in our team and the underlying strength of our business, our balance sheet, and our end markets.”

Through its share repurchase program, Miller Industries may purchase shares on a discretionary basis through open market purchases, private negotiated transactions or other means. The timing and amount of any transactions to be conducted are subject to the discretion of Miller Industries management based upon valuation, economic and market conditions, capital requirements and other considerations. Repurchases may be made in open market transactions at prevailing prices, in privately negotiated transactions, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, or by other means in accordance with federal securities laws. The repurchase program is intended to be compliant with Rule 10b-18 and has no expiration date, does not require the purchase of any minimum number of shares, and may be suspended, modified or discontinued at any time without prior notice.

In reaching its decision to authorize the share repurchase program, the Miller Industries Board of Directors evaluated such factors as the strong macroeconomic backdrop, the Company’s recent record financial results for the full year 2023, and the Company’s and its subsidiaries’ current and foreseeable liquidity and capital needs.

About Miller Industries

Miller Industries is The World’s Largest Manufacturer of Towing and Recovery Equipment®, and markets its towing and recovery equipment under a number of well-recognized brands, including Century®, Vulcan®, Chevron, Holmes®, Challenger®, Champion®, Jige, Boniface, Titan® and Eagle®.

SOURCE Miller Industries, Inc.