ETFs are enjoying rapidly growing popularity, and Vanguard now has over $1 trillion under management, joining BlackRock at this elite level.
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TORONTO, April 13, 2021 (GLOBE NEWSWIRE) -- Sprott Asset Management LP ("Sprott Asset Management"), a subsidiary of Sprott Inc., on behalf of the Sprott Physical Gold and Silver Trust (NYSE: CEF) (TSX: CEF) (TSX: CEF.U) (the "Trust"), a closed-ended mutual fund trust created to invest and hold substantially all of its assets in physical gold and silver bullion, today announced that it has updated its at-the-market equity program to issue up to US$1 billion of units of the Trust (“Units”) in the United States and Canada. Distributions under the at-the-market equity programs in the United States and Canada (together, the "ATM Program") will be completed in accordance with the terms of an amended and restated sales agreement (the "Sales Agreement") dated November 2, 2020 between Sprott Asset Management (as the manager of the Trust), the Trust, Cantor Fitzgerald & Co. ("CF&Co"), Virtu Americas LLC ("Virtu" and together with CF&Co, the "U.S. Agents") and Virtu ITG Canada Corp. (the "Canadian Agent" and together with the U.S. Agents, the "Agents"). The Sales Agreement is available on EDGAR at the SEC’s website at www.sec.gov and the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com. Sales of Units through the Agents, acting as agent, will be made through "at the market" issuances on the NYSE Arca ("NYSE") and the Toronto Stock Exchange ("TSX") or other existing trading markets in the United States and Canada at the market price prevailing at the time of each sale, and, as a result, sale prices may vary. Neither U.S. Agent is registered as a dealer in any Canadian jurisdiction and, accordingly, the U.S. Agents will only sell Units on marketplaces in the United States and are not permitted to and will not, directly or indirectly, advertise or solicit offers to purchase any Units in Canada. The Canadian Agent may only sell Units on marketplaces in Canada. The volume and timing of distributions under the ATM Program, if any, will be determined in the Trust's sole discretion. The Trust intends to use the proceeds from the ATM Program, if any, to acquire physical gold and silver bullion in accordance with the Trust's objective and subject to the Trust's investment and operating restrictions. The offering under the ATM Program is being made pursuant to a prospectus supplement dated April 13, 2021 (the "U.S. Prospectus Supplement") to the Trust’s U.S. base prospectus (the "U.S. Base Prospectus") included in its registration statement on Form F-10 (the "Registration Statement") (File No. 333-255126) filed with the United States Securities and Exchange Commission (the "SEC") on April 8, 2021, and pursuant to a prospectus supplement dated April 13, 2021 (the "Prospectus Supplement") to the Trust's Canadian short form base shelf prospectus dated April 8, 2021 (the "Base Shelf Prospectus" and together with the Prospectus Supplement, the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement, the "Offering Documents"). The U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available on EDGAR at the SEC's website at www.sec.gov, and the Prospectus Supplement and the Base Shelf Prospectus are available on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com. Before you invest, you should read the Offering Documents and other documents that the Trust has filed for more complete information about the Trust, the Sales Agreement and the ATM Program. Listing of the Units sold pursuant to the ATM Program on the NYSE and the TSX will be subject to fulfilling all applicable listing requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction. About Sprott Asset Management and the TrustSprott Asset Management, a subsidiary of Sprott Inc., is the investment manager to the Trust. Important information about the Trust, including its investment objectives and strategies, applicable management fees, and expenses, is contained in the Trust's annual information form for the year ended December 31, 2020 (the "AIF"), which can be found on www.sprottphysicalbullion.com, in the U.S. on www.sec.gov and in Canada on www.sedar.com. Commissions, management fees, or other charges and expenses may be associated with investing in the Trust. The performance of the Trust is not guaranteed, its value changes frequently and past performance is not an indication of future results. To learn more about the Trust, please visit www.sprottphysicalbullion.com. Caution Regarding Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of applicable United States securities laws and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include, without limitation, statements regarding the ATM Program, including the intended use of proceeds from any sale of Units and the timing and ability of the Trust to obtain all necessary regulatory approvals. With respect to the forward-looking statements contained in this press release, the Trust has made numerous assumptions regarding, among other things: the price of gold and silver and anticipated costs and the impact of the COVID-19 pandemic on the Trust's business, financial condition and results of operations. While the Trust considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors that could cause the Trust'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 contained in this press release. A discussion of risks and uncertainties facing the Trust appears in the AIF, and the Offering Documents, each as updated by the Trust's continuous disclosure filings, which are available at www.sec.gov and www.sedar.com. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and the Trust disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law. For more information: Glen WilliamsManaging Director, Investor and Institutional Client RelationsTel: 416.943.4394Email: firstname.lastname@example.org
NBA Fearless Forecast Weekly Rank: 52
AM Best has affirmed the Financial Strength Rating of B++ (Good) and the Long-Term Issuer Credit Rating of "bbb" of National Fire and Indemnity Exchange (NFIE) (St. Louis, MO). The outlook of the Credit Ratings (ratings) has been revised to negative from stable. Concurrently, AM Best has withdrawn the ratings as the company has requested to no longer participate in AM Best’s interactive rating process.
SolarWinds Corporation (NYSE: SWI), a leading provider of powerful and affordable IT management software, today announced certain preliminary financial results for its first quarter ended March 31, 2021. The Company plans to report its full first quarter 2021 financial results on Thursday, April 29, 2021.
Annual and Special Meeting of Shareholders (the “Meeting”) on May 12, 2021 will be held in a virtual format at 1:00 p.m. PTShareholders may vote on matters before the Meeting by proxy, join the virtual Meeting, and submit questions either during the webcast or in advance by emailFollowing the Meeting, Chairman Dr. Thomas Kaplan and President and CEO Greg Lang will host a virtual presentation and webinar VANCOUVER, British Columbia, April 13, 2021 (GLOBE NEWSWIRE) -- NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) will hold the Company’s 2021 Meeting in a virtual format on Wednesday, May 12, 2021 at 1:00 p.m. PT (4:00 p.m. ET). Following the official Meeting, Chairman Thomas Kaplan and President and CEO Greg Lang will provide an overview of NOVAGOLD’s 2020 achievements and the outlook for this year. NOVAGOLD VIRTUAL MEETING AND SHAREHOLDER PARTICIPATION In light of COVID-19 and for the safety of our shareholders, employees, and other members of the community, our 2021 Meeting will be held in a virtual format only. Shareholders may cast their vote in advance by proxy and participate from any geographic location with internet connectivity. We believe this is an important step to enhancing accessibility to our annual Meeting for all of our shareholders, reducing the carbon footprint of our activities, and is particularly important this year taking into account public health and safety considerations posed by COVID-19. Shareholders may view a live webcast of the Meeting and registered shareholders as well as duly appointed proxyholders may submit questions digitally during the Meeting at www.virtualshareholdermeeting.com/NG2021. Questions may also be submitted to management and the Board prior to the Meeting via email at email@example.com. Shareholders are encouraged to log in to the Meeting 15 minutes prior to the scheduled start time. Have the 16-digit control number from your voting materials available when logging in to the Meeting. NOVAGOLD’s 2021 Management Information Circular and Annual Report to Accompany the Management Information Circular are available on the Company’s website, www.novagold.com/investors/mic/, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov. NOVAGOLD Contacts:Mélanie HennesseyVice President, Corporate Communications Jason MercierManager, Investor Relations 604-669-6227 or 1-866-669-6227
Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) ("the Company") today announced net income of $10,770,000 for the quarter ended March 31, 2021, or $1.93 per Class A share diluted, an increase of 11.4% compared to net income of $9,666,000, or $1.74 per Class A share diluted, for the same period a year ago. Total assets increased 14.6% from $6.36 billion at December 31, 2020 to $7.29 billion at March 31, 2021.
NBA Fearless Forecast Weekly Rank: 50
Company Announcement COPENHAGEN, Denmark; April 13, 2021 – Genmab A/S (Nasdaq: GMAB) In accordance with Article 19 of Regulation No. 596/2014 on Market Abuse and Implementing Regulation 2016/523, this document discloses the data of the transactions made in Genmab A/S (Nasdaq: GMAB) made by managerial employees and their closely associated persons. The company’s managerial employees and their closely associated persons have given Genmab A/S power of attorney on their behalf to publish trading in Genmab shares by the company’s managerial employees and their closely associated persons. About Genmab Genmab is an international biotechnology company with a core purpose to improve the lives of patients with cancer. Founded in 1999, Genmab is the creator of multiple approved antibody therapeutics that are marketed by its partners. The company aims to create, develop and commercialize differentiated therapies by leveraging next-generation antibody technologies, expertise in antibody biology, translational research and data sciences and strategic partnerships. To create novel therapies, Genmab utilizes its next-generation antibody technologies, which are the result of its collaborative company culture and a deep passion for innovation. Genmab’s proprietary pipeline consists of modified antibody candidates, including bispecific T-cell engagers and next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates. The company is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan. For more information, please visit Genmab.com. Contact: Marisol Peron, Senior Vice President, Global Investor Relations & CommunicationsT: +1 609 524 0065; E: firstname.lastname@example.org For Investor Relations: Andrew Carlsen, Vice President, Head of Investor RelationsT: +45 3377 9558; E: email@example.com This Company Announcement contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law. Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; DuoBody in combination with the DuoBody logo®; HexaBody®; HexaBody in combination with the HexaBody logo®; DuoHexaBody®; HexElect®; and UniBody®. CVR no. 2102 3884LEI Code 529900MTJPDPE4MHJ122 Genmab A/SKalvebod Brygge 431560 Copenhagen VDenmark Attachment 210413_CA30_Managerial Employees transactions
The AstraZeneca and Johnson & Johnson vaccines have come under suspicion of causing very rare but serious blood clots in a handful of cases among the millions vaccinated in the drive to bring the pandemic under control.
NBA Fearless Forecast Weekly Rank: 49
With two COVID-19 vaccines now under scrutiny for possible links to very rare cases of blood clots in the brain, U.S. government scientists are focusing on whether the specific technology behind the shots may be contributing to the risk. In Europe, health regulators said last week there was a possible link between the AstraZeneca Plc vaccine and 169 cases of a rare brain blood clot known as cerebral venous sinus thrombosis (CVST), accompanied by a low blood platelet count, out of 34 million shots administered in the European Economic Area. The U.S. Food and Drug Administration on Tuesday recommended temporarily halting use of the Johnson & Johnson vaccine after reports of six cases of CVST in women under age 50 among some 7 million people who received the shot in the United States.
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The S&P 500 closed at another record high on Tuesday and the Nasdaq composite index jumped, as investors shook off concerns about the halt in Johnson & Johnson's COVID-19 vaccine rollout and strong U.S. inflation. The news came as U.S. data showed the consumer price index (CPI) in March rose by the most in more than 8-1/2 years, kicking off what the majority of economists expect will be a brief period of higher inflation. U.S. futures initially dropped on the J&J news, but pared losses after the CPI data.
Investors had some high expectations heading into Levi Strauss' (NYSE: LEVI) first-quarter earnings report. Levi Strauss also raised its short-term outlook while warning that COVID-19 will impact the wider fiscal year's results. Sales fell 13%, less than expected, and profitability improved thanks to robust pricing and promotions trends.
TORONTO, April 13, 2021 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTCQX: RWBYF) (“RWB” or the “Company”) advises that it will be holding a special meeting on May 20, 2021, for the holders of common shares and Series 2 convertible preferred shares and a class meeting of the holders of the Series 2 convertible preferred shares (the “Special Meeting”). All common shareholders and Series 2 convertible preferred shareholders as of April 15, 2021, will be entitled to vote at the Special Meeting. At the Special Meeting, common and Series 2 convertible preferred shareholders will be asked to approve a special resolution authorizing the Company to alter the articles of the Company that will in effect change the conversion date of the Series 2 convertible preferred shares such that each Series 2 shareholder shall be entitled to convert any whole number of Series 2 convertible preferred shares into validly issued, fully paid and non-assessable common shares on any business day after the eighteenth month anniversary, being October 24th, 2021, of the date upon which the Series 2 convertible preferred shares were issued by the Company (the “Alternation”). In order for the resolution to pass, the Company will require approval from two-thirds (2/3) of the votes cast by the common shareholders and the Series 2 shareholders present in person or represented by proxy at the Special Meeting. After careful consideration from the advice of its professional advisors, the board of directors believes that the holders of common shares and the holders of the Series 2 convertible preferred shares and the Company as a whole will benefit from the Alteration as it will allow the Company more time to build investor awareness in the Company, which in turn should allow for a more orderly market for the common shares when the Series 2 convertible preferred shares are convertible. About Red White & Bloom Brands Inc. The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Florida, Illinois, California, Michigan, Oklahoma and Arizona with respect to cannabis, and the US and internationally for hemp-based CBD products. For more information about Red White & Bloom Brands Inc., please contact: Tyler Troup, Managing DirectorCircadian Group IRIR@RedWhiteBloom.com Visit us on the web: https://www.redwhitebloom.com/ Follow us on social media:Twitter: @rwbbrandsFacebook: @redwhitebloombrandsInstagram: @redwhitebloombrands Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. FORWARD LOOKING INFORMATION This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the new team members expertise and how the Company will benefit from their ability to assist the Company implement its business plan .Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors, and the volatility of the Company’s common share price and volume. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time. THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
NEW YORK, April 13, 2021 (GLOBE NEWSWIRE) -- Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), a media and consumer products company, today announced that it has rescheduled its fourth quarter 2020 financial results to after the market closes on April 15, 2021. The Company will hold a conference call with the investment community at 5:00 p.m. Eastern Time that day. A webcast of the conference call will be available live on the Investor Relations section of Xcel’s website at https://www.xcelbrands.com/. Interested parties unable to access the conference call via the webcast may dial 877-407-3982. A replay of the conference call will be available on the Company website for approximately two weeks following the event and can be accessed at 844-512-2921 using replay pin number 13718573. About Xcel BrandsXcel Brands, Inc. (NASDAQ:XELB) is a media and consumer products company engaged in the design, production, marketing, wholesale, and direct-to-consumer sales of branded apparel, footwear, accessories, jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. The company’s brands have generated in excess of $3BB US in retail sales through live streaming on TV. Xcel was founded by Robert W. D'Loren in 2011 with a vision to reimagine shopping, entertainment, and social media as one. Xcel owns the Isaac Mizrahi, Judith Ripka, Halston, LOGO Lori Goldstein and C. Wonder brands, and it owns and manages the Longaberger brand through its controlling interest in Longaberger Licensing LLC, pioneering a ubiquitous sales strategy which includes the promotion and sale of products under its brands through interactive television, brick-and-mortar retail, e-commerce and peer to peer channels. Headquartered in New York City, Xcel Brands is led by an executive team with significant livestream production, merchandising, design, production, marketing, retailing, and licensing experience, and a proven track record of success in elevating branded consumer products companies. With an experienced team of professionals focused on design, production, and digital marketing, Xcel maintains control of product quality and promotion across all of its product categories and distribution channels. Xcel differentiates by design. www.xcelbrands.com For further information please contact: Andrew BergerSM Berger & Company216firstname.lastname@example.org
Transaction Provides Immediate, Certain and Compelling Value to Shareholders Represents Superior Value to the Continued Execution of Extended Stay’s Strategic Plan on a Time and Risk-Adjusted Basis Marks Culmination of Thorough Actions to Explore Value-Enhancing Alternatives CHARLOTTE, N.C., April 13, 2021 (GLOBE NEWSWIRE) -- Extended Stay America, Inc. (“ESA”) and its paired-share REIT, ESH Hospitality, Inc. (“ESH” and, together with ESA, “Extended Stay” or the “Company”) (NASDAQ: STAY) today filed their preliminary joint proxy statement in connection with the Company’s previously announced definitive agreement to be acquired by a 50/50 joint venture between funds managed by Blackstone Real Estate Partners (“Blackstone”) and Starwood Capital Group (“Starwood Capital”) for $19.50 per paired share in an all-cash transaction valued at approximately $6 billion. The preliminary proxy statement outlines the background of the transaction and the reasons the Boards of Directors of the Company strongly support the transaction, which include: Immediate, certain and compelling value to shareholdersSuperior value to the continued execution of Extended Stay’s strategic plan on a time and risk-adjusted basisCulmination of thorough actions to explore value-enhancing alternatives Bruce Haase, President and Chief Executive Officer of the Company, stated: “The Blackstone / Starwood Capital transaction values our paired shares at more than a 50% premium to their pre-pandemic value and creates a compelling opportunity for shareholders to immediately realize the future benefits of our strategic initiatives. I am incredibly proud of the teams’ accomplishments over the past year, which have been recognized by the market and have contributed to our substantial outperformance during the pandemic. These accomplishments have positioned us to achieve this compelling valuation for our shareholders. I recommended this transaction to our Boards and fully support it because I believe $19.50 per paired share reflects the value upside inherent in our strategic initiatives while eliminating execution and market risk.” Doug Geoga, Chairman of the Boards of the Company, stated: “We are extremely pleased to be able to recommend this transaction. Our recommendation reflects careful consideration of all of the alternatives available to the Company to maximize shareholder value, including continuing to pursue our strategic plan and the Boards’ thorough efforts reviewing strategic alternatives over the years. As our preliminary proxy statement describes, the Boards have extensively explored ways to enhance value for shareholders over our life as a public company, both organically and inorganically. “As a result, our Boards have a well-informed and realistic assessment of a full range of value enhancing alternatives together with their potential benefits and risks, and determined that this transaction, with its significant multiple premium over both our pre-pandemic and current paired share price, to be in the best interests of our paired shareholders. We are pleased to provide shareholders today with additional context regarding the rigorous and thoughtful process that our Boards conducted in collaboration with our management team and outside advisors, in our preliminary proxy statement, which is now on file with the SEC.” The preliminary joint proxy statement details the benefits of the transaction, including: Immediate, certain and compelling value to shareholders The transaction provides a significant premium to shareholders At $19.50 per share, the transaction delivers a meaningful premium to shareholders across multiple time horizons, including at the high end of precedent REIT transactions based on the trailing 30-trading day VWAP, 3-month VWAP and 52-week high prior to announcement.1 The $19.50 per share all cash price represents: ○ A 51% premium to the company’s pre-pandemic share price2○ A 15% premium to the $16.94 closing price the day prior to the announcement○ A 23% premium to the 30-trading day volume weighted average price○ A 28% premium to the 3-month volume weighted average price○ A 44% premium to the 6-month volume weighted average price○ A 76% premium to the 12-month volume weighted average price○ A 15% premium to the 52-week high closing price The transaction represents a valuation well above Extended Stay’s historic EBITDA multiple The transaction values the Company at 11.0x EBITDA for 20193, the most recently completed fiscal year prior to the pandemic, which reflects EBITDA that was 42% above that achieved in 2020, 19% above 2021 estimated consensus EBITDA and a level that is not expected to be achieved again until at least 2023, assuming successful execution of STAY’s strategic plan. The transaction values the Company at 15.6x 2020 EBITDA, 13.0x 2021 estimated consensus EBITDA and 11.6x 2022 estimated consensus EBITDA. These represent significant premiums to where Extended Stay has consistently traded over its time as a public company, averaging a 9.5x NTM EBITDA multiple over the five years prior to the pandemic, and 9.1x NTM EBITDA for the year prior to the pandemic.4 The transaction provides superior value to the continued execution of Extended Stay’s strategic plan on a time and risk-adjusted basis The transaction provides certain value in place of execution risk At the core of the Boards’ decision to endorse this transaction was an assessment of the risk-adjusted present value of the Company’s stand-alone business plan as the industry recovers from the pandemic, weighed against the certainty of $19.50 per share in cash today. The Boards’ believe this transaction delivers a meaningful premium to our shareholders as compared to our stand-alone plan, without the execution and market risks. The Boards, with the assistance of the management team and outside advisors, carefully evaluated the prospects of the Company’s standalone strategic plan and the risks inherent in the execution of the multiple aspects of the plan. Specifically, the Boards considered the following factors based on management’s judgment, among other things: ○ Significant Capital Needs: The magnitude of capital necessary to maintain and renovate the Company’s real estate assets which are on average more than 21 years old and at replacement age for many significant components. In management’s view, the real estate needs at least $750 million over the next three years, or approximately 20% of projected revenue over that same time period, for property maintenance and renovations necessary to maintain competitive market standards;○ Expense Growth Pressures: Management’s outlook for property level performance, including both potential revenue gains and related cost considerations, with labor costs and certain other expenses facing above inflationary pressures;○ Value Contribution from Asset Dispositions: An assessment of the Company’s asset disposition program including the realistic volume and value of asset sales, the uncertain contribution to multiple uplift from deployed sale proceeds and the ability to reduce the cost structure of the remaining business; and○ Franchise Program Time Frame and Contribution: Expectations as to the size, EBITDA contribution, and time frame necessary to execute the Company’s franchise program. The transaction marks the culmination of thorough actions to explore value-enhancing alternatives Prior strategic review processes yielded unattractive premia and limited buyer universe Over the last four years the Company has conducted numerous private strategic review processes, none of which, in the Boards’ judgment, yielded compelling value alternatives for the Company's shareholders in comparison to the risk-adjusted value of management’s plan at the time. In each process where the Boards solicited and entertained offers for the whole Company, no credible bidders other than Blackstone and Starwood made offers for the Company. “OpCo/PropCo” transaction explored extensively, but determined to yield unattractive and uncertain risk-adjusted value creation vs. whole Company strategy The Company’s Boards and management team have evaluated an OpCo/PropCo transaction extensively for several years, including the Boards’ comprehensive exploration in 2018-2019 of a transaction involving the sale of the OpCo and the REIT remaining as a standalone public company. At the conclusion of the process in May 2019, which resulted in only one credible proposal to acquire the OpCo, the Boards determined that a sale of the OpCo on the terms offered was not in the best interest of shareholders. The Boards determined that ceding control of the operations to a third party would create dis-synergies and introduce operational and financial risks, thus requiring meaningful PropCo multiple expansion in order to create sufficient value on a risk-adjusted basis. With the benefit of advice from its financial advisors, the Boards ultimately concluded that the likelihood of significant PropCo multiple expansion was highly uncertain, rendering the risk/return insufficient. The Company has continued to periodically study the merits of an OpCo/PropCo transaction together with its advisors, including in connection with the contemplated transaction with Blackstone and Starwood Capital. Each time, including in recent months, the Boards concluded that pursuing such a transaction was not in the best interest of shareholders, particularly given the uncertainty associated with the potential trading value of a standalone REIT (90-95% of the company’s total enterprise value), and especially in comparison to the 100% certainty of an all cash acquisition of the whole Company today. The Boards and management look forward to continuing to engage with shareholders about this transaction in the days and weeks ahead. About the Company Extended Stay America, Inc. (“ESA”) and its brand Extended Stay America® is the leading brand in the mid-priced extended stay segment in the U.S. with 651 hotels. ESA’s subsidiary, ESH Hospitality, Inc., is the largest lodging REIT in North America by unit and room count, with 563 hotels and approximately 62,500 rooms in the U.S. ESA also franchises an additional 88 Extended Stay America® hotels. Visit www.esa.com for more information. Contacts: Media:email@example.com or firstname.lastname@example.org Investors:Rob Ballewir@esa.com(980) 345-1546 Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of Extended Stay America, Inc. and ESH Hospitality, Inc. (together, the “Companies”) by a joint venture of Blackstone Real Estate Partners and Starwood Capital Group. In connection with the proposed transaction, the Companies filed with the Securities and Exchange Commission (“SEC”) on April 13, 2021, a preliminary joint proxy statement, and will file with the SEC and furnish to their stockholders a definitive joint proxy statement, accompanying WHITE proxy cards and other relevant documents. STOCKHOLDERS OF THE COMPANIES ARE ADVISED TO READ THE PRELIMINARY JOINT PROXY STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the preliminary joint proxy statement and the definitive joint proxy statement (when it becomes available) and other relevant documents filed by the Companies with the SEC at the SEC’s Web site at http://www.sec.gov. The preliminary joint proxy statement and the definitive joint proxy statement (when it becomes available), the WHITE proxy cards accompanying the definitive joint proxy statement (when furnished to stockholders) and such other documents filed with the SEC may also be obtained for free from the Investor Relations section of the Companies’ web site (https://www.aboutstay.com/investor-relations) or by directing a request to the Companies at email@example.com. Participants in Solicitation The Companies and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Companies in connection with the proposed transaction. Information about the Companies’ executive officers and directors and their respective direct and indirect interests in the proposed transaction is set forth in the preliminary joint proxy statement with respect to the proposed transaction filed by the Companies with the SEC on April 13, 2021, and will be set forth in the definitive joint proxy statement with respect to the proposed transaction (when filed by the Companies with the SEC). Stockholders may obtain free copies of these documents as described in the preceding paragraph. Forward-Looking Statements Certain statements contained in this document constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts included in this document may be forward-looking, including statements regarding, among other things, the Companies’ ability to meet their debt service obligations, future capital expenditures (including future acquisitions and hotel renovation programs), their distribution policies, their development, growth and franchise opportunities, anticipated benefits or use of proceeds from dispositions, their plans, objectives, goals, beliefs, business strategies, business conditions, results of operations, financial position and business outlook, business trends and future events, including the COVID-19 pandemic, its effects on the foregoing, government actions taken in response to the COVID-19 pandemic and actions that the Companies have taken or plan to take in response to the pandemic and such effects. When used in this document, the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon the Companies’ current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond their control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond the Companies’ control, that could cause their actual results to differ materially from the forward-looking statements contained in this communication. The potential risks and uncertainties include, among others, the possibility that Extended Stay America, Inc. may be unable to obtain required stockholder approvals or that other conditions to closing the proposed mergers may not be satisfied, such that the proposed mergers will not close or that the closing may be delayed; general economic conditions; the proposed mergers may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Companies; the outcome of any legal proceedings related to the proposed mergers; and the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. For more details on these and other potential risks and uncertainties, please refer to the preliminary joint proxy statement and the documents that the Companies file with the SEC. All forward-looking statements speak only as of the date of this communication or, in the case of any document incorporated by reference, the date of that document. The Companies are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by applicable law. _______________________ 1 Compared to the 25th-75th percentile range for historical REIT premia to the 30-trading day VWAP, 3-month VWAP and 52-week high closing price of 16%-26%, 16%-28% and (7)%-11%, respectively.2 Pre-pandemic stock price calculated using the VWAP from 01-Feb-2020 through 21-Feb-2020.3 FY 2019 pro forma for Nov-2020 asset sale.4 Represents the five- and one-year period preceding 21-Feb-2020, the last day prior to the COVID sell-off.
Company Announcement COPENHAGEN, Denmark; April 13, 2021 – Genmab A/S (Nasdaq: GMAB) Following Genmab A/S’ Annual General Meeting held on April 13, 2021, the Company’s Board of Directors met to constitute itself. Ms. Deirdre P. Connelly was appointed Chair and Ms. Pernille Erenbjerg was appointed Deputy Chair. It was decided to grant 15,920 restricted stock units to the new member of Management and employees of the Company and the Company’s subsidiaries and 17,075 warrants to the new member of Management and employees of the Company and the Company’s subsidiaries. Each restricted stock unit is awarded cost-free and provides the owner with a right and obligation to receive one share in Genmab A/S of nominally DKK 1. The vesting of the restricted stock units granted to the members of executive management will be subject to forward looking performance criteria. The fair value of each restricted stock unit is equal to the closing market price on the date of grant of one Genmab A/S share, DKK 2,148. The restricted stock units will vest on the first banking day of the month following a period of three years from the date of grant. Furthermore, the restricted stock units are subject to vesting conditions set out in the restricted stock unit program adopted by the board of directors in accordance with the Remuneration Policy adopted by the shareholders at the annual general meeting. Information concerning Genmab’s restricted stock unit program can be found on www.genmab.com under Investors > Compensation > Equity Programs > Restricted stock units. The exercise price for each warrant is DKK 2,148. Each warrant is awarded cost-free and entitles the owner to subscribe one share of nominally DKK 1 subject to payment of the exercise price. By application of the Black-Scholes formula, the fair value of each warrant can be calculated as DKK 667.76. The warrants vest three years after the grant date, and all warrants expire at the seventh anniversary of the grant date. The new warrants have been granted on the terms and conditions set out in the warrant program adopted by the board of directors on February 23, 2021. Information concerning Genmab’s warrant schemes can be found on www.genmab.com under Investors > Compensation > Equity Programs > Warrants. About Genmab Genmab is an international biotechnology company with a core purpose to improve the lives of patients with cancer. Founded in 1999, Genmab is the creator of multiple approved antibody therapeutics that are marketed by its partners. The company aims to create, develop and commercialize differentiated therapies by leveraging next-generation antibody technologies, expertise in antibody biology, translational research and data sciences and strategic partnerships. To create novel therapies, Genmab utilizes its next-generation antibody technologies, which are the result of its collaborative company culture and a deep passion for innovation. Genmab’s proprietary pipeline consists of modified antibody candidates, including bispecific T-cell engagers and next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates. The company is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan. For more information, please visit Genmab.com. Contact: Marisol Peron, Senior Vice President, Global Investor Relations & CommunicationsT: +1 609 524 0065; E: firstname.lastname@example.org For Investor Relations: Andrew Carlsen, Vice President, Head of Investor RelationsT: +45 3377 9558; E: email@example.com This Company Announcement contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law. Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; DuoBody in combination with the DuoBody logo®; HexaBody®; HexaBody in combination with the HexaBody logo®; DuoHexaBody®; HexElect®; and UniBody®. Company Announcement no. 29CVR no. 2102 3884LEI Code 529900MTJPDPE4MHJ122 Genmab A/SKalvebod Brygge 431560 Copenhagen VDenmark Attachment 210413_CA29_Constitution of the BOD and Grant of Equity
Karl-Anthony Towns will remain with his family Tuesday.