Category: Business

– Encouraging initial launch of ZYNLONTA™ (loncastuximab tesirine-lpyl) driven by favorable product profile to address high unmet medical need in relapsed / refractory DLBCL market

– Company to host conference call today at 8:30 a.m. EDT

 

LAUSANNE, Switzerland — (BUSINESS WIRE) — ADC Therapeutics SA (NYSE: ADCT), a commercial-stage biotechnology company improving the lives of those affected by cancer with its next-generation, targeted antibody drug conjugates (ADCs) for patients with hematologic malignancies and solid tumors, today reported financial results for the second quarter ended June 30, 2021 and provided business updates.

“We were thrilled to receive accelerated FDA approval for the first indication for ZYNLONTA^™ and are encouraged by the momentum and positive feedback in the initial weeks following approval. We remain highly focused on the successful execution of the launch and positive about the longer-term potential of the product,” said Chris Martin, Chief Executive Officer of ADC Therapeutics. “During the second quarter, we were also pleased to present positive data on ZYNLONTA and our exciting pipeline of advancing programs at key medical meetings. Looking to the rest of the year, we have several notable milestones on the horizon and look forward to keeping you updated on our progress.”

Recent Highlights and Developments

ZYNLONTA (loncastuximab tesirine-lpyl)

• Launch update:
  • ZYNLONTA generated net sales of $3.8 million for the two-month period following accelerated U.S. Food and Drug Administration (FDA) approval on April 23, 2021, reflecting patient demand with no material inventory build. Launch performance was driven by the differentiated profile of ZYNLONTA in addressing an area of high unmet medical need.
  • The Company has engaged prioritized accounts, with patient starts at a significant percentage of key accounts. A substantial number of the National Comprehensive Cancer Network (NCCN) centers have ordered and reordered ZYNLONTA. There has been positive reception across the treatment site spectrum from academic- to community-based centers reflecting the broad applicability of ZYNLONTA in the 3L+ setting supported by the LOTIS-2 pivotal data.
  • ZYNLONTA was added to the NCCN Guidelines with a Category 2A recommendation just two weeks after receiving accelerated FDA approval. The NCCN guidelines listing is consistent with the broad FDA-approved indication. As a result, payer access and medical policy publication have accelerated.
  • The Company is pleased with the positive launch momentum in a continuing COVID environment. The sales and medical teams are executing with a hybrid model, and there has been an increase in face-to-face visits.

• Online publication of LOTIS-2 results in The Lancet Oncology: Results of LOTIS-2, a Phase 2 clinical trial evaluating the safety and efficacy of single-agent ZYNLONTA in adult patients with relapsed or refractory diffuse large B-cell lymphoma (DLBCL) following two or more systemic treatments, were published in The Lancet Oncology. The trial included patients with high-risk characteristics for poor prognosis, such as double-/triple-hit, transformed, and primary refractory DLBCL.

• Phase 2 LOTIS-2 trial update at ASCO and ICML: Updated clinical data from LOTIS-2, the pivotal Phase 2 trial of ZYNLONTA in patients with relapsed or refractory DLBCL, were presented at the American Society of Clinical Oncology (ASCO) Annual Meeting and the International Conference on Malignant Lymphoma (ICML), both in June 2021. As of the March 1, 2021 cutoff date, the overall response rate (ORR) was 48.3% and the complete response rate (CRR) was 24.8%. At this data cut, there was a median duration of response of 13.4 months for the responders, with durable responses in high-risk subgroups. No new safety concerns were identified during the study.

• Other ZYNLONTA trials:
  • The Phase 3 LOTIS-5 clinical trial is evaluating ZYNLONTA in combination with rituximab in second-line patients with relapsed or refractory DLBCL who are not eligible for autologous stem cell transplant.
  • The Phase 2 LOTIS-3 clinical trial of ZYNLONTA in combination with ibrutinib for relapsed or refractory DLBCL patients continues to enroll patients. Updated Phase 1 results presented at ICML demonstrated ORR of 62.2%, CRR of 35.1% and a manageable toxicity profile. Based on interim data from the Phase 2 trial, the Company plans to amend the protocol to evaluate the administration of ZYNLONTA with every cycle to potentially further enhance efficacy and durability. Based on this additional data, the Company could potentially pursue a Phase 3 study in second-line DLBCL, expanding the addressable market and the number of patients who could benefit from ZYNLONTA.
  • The pivotal Phase 2 LOTIS-6 clinical trial in patients with relapsed or refractory follicular lymphoma (FL) is open for enrollment.
  • The Company plans to initiate a clinical trial to evaluate ZYNLONTA in combination with select therapies in B-cell non-Hodgkin lymphoma (NHL).
  • The Company plans to initiate a dose-finding study to evaluate ZYNLONTA in combination with R-CHOP in frontline DLBCL.

Camidanlumab Tesirine (Cami)

• Pivotal Phase 2 trial in Hodgkin lymphoma (HL): Encouraging interim results from the pivotal Phase 2 study in patients with relapsed or refractory HL were presented at ICML. In a heavily pre-treated patient population with a median of six prior lines of systemic therapy, these results included an ORR of 66.3% and CRR of 27.7%. Median duration of response has not been reached, and no new safety signals were identified.
• Phase 1b trial in solid tumors: The Phase 1b clinical trial, enrolling patients with selected advanced solid tumors, is an open-label, dose-escalation and dose-expansion trial evaluating the safety, tolerability, pharmacokinetics and antitumor activity of Cami in combination with pembrolizumab, a checkpoint inhibitor.

ADCT-901

• The FDA has cleared the Investigational New Drug (IND) application for ADCT-901, targeting KAAG-1. The Company expects to initiate the Phase 1 study in the second half of 2021.

Corporate Update

• Geographic Expansion: ADC Therapeutics is committed to expanding its geographic footprint in order to provide ZYNLONTA and other novel treatments to patients who can benefit from them.
  • The Company expects to submit a regulatory filing in the second half of 2021 to the European Medicines Agency (EMA) for ZYNLONTA for the treatment of patients with relapsed or refractory DLBCL.
  • The Overland ADCT BioPharma joint venture in China is making good progress toward initiating a pivotal bridging study and seasoned executive Eric Koo was appointed CEO during the second quarter.

Upcoming Expected Milestones

ZYNLONTA

• Initiate a dose-finding study of ZYNLONTA in first-line DLBCL with R-CHOP in the second half of 2021.
• Initiate a clinical study to evaluate ZYNLONTA in multiple combinations in B-cell non-Hodgkin lymphoma in the second half of 2021.
• Complete safety lead-in of the Phase 3 LOTIS-5 confirmatory study of ZYNLONTA in combination with rituximab in the second half of 2021.
• Continue enrollment in the Phase 2 LOTIS-3 study of ZYNLONTA in combination with ibrutinib in the second half of 2021.

Earlier-Stage Pipeline

• Initiate Phase 1 study of ADCT-901, targeting KAAG1, in the second half of 2021.
• Initiate a Phase 1b combination study of ADCT-601 (mipasetamab uzoptirine), targeting AXL, in multiple solid tumors in the first half of 2022.

Second Quarter 2021 Financial Results

Cash and Cash Equivalents

Cash and cash equivalents were $371.9 million as of June 30, 2021, compared to $439.2 million as of December 31, 2020. During the second quarter of 2021, the Company drew down $50 million under its Convertible Credit Facility with Deerfield, which was contingent upon ZYNLONTA approval.

Research and Development (R&D) Expenses

R&D expenses were $39.5 million for the quarter ended June 30, 2021, compared to $26.0 million for the same quarter in 2020. R&D expenses increased due to investments in programs supporting the ZYNLONTA commercial launch and evaluating the potential of ZYNLONTA in earlier lines of treatment and additional histologies, and due to advancing the portfolio. As a result of these initiatives, employee headcount and share-based compensation expense increased.

Selling and Marketing (S&M) Expenses

During the second quarter of 2021, S&M expenses were $15.2 million, compared to $4.0 million for the same quarter in 2020. The increase in S&M expenses was related to the launch of ZYNLONTA. Prior to December 31, 2020, S&M expenses were reported within General and Administrative (“G&A”) expenses within the condensed consolidated interim statement of operations. The period ended June 30, 2020 has been recast to conform to the current year presentation.

G&A Expenses

G&A expenses were $19.4 million for the quarter ended June 30, 2021, compared to $15.0 million for the same quarter in 2020. G&A expenses increased due to higher headcount to support the commercial launch, increased share-based compensation expense and higher costs of being a public company.

Net Loss and Adjusted Net Loss

Net loss was $72.6 million, or a net loss of $0.95 per basic and diluted share, for the quarter ended June 30, 2021, compared to $126.6 million, or a net loss of $2.01 per basic and diluted share, for the same quarter in 2020. Net loss included share-based compensation expense of $18.3 million for the quarter ended June 30, 2021, compared to $12.7 million for the same quarter in 2020. In addition, net loss for the quarter ended June 30, 2021 includes a $2.1 million non-cash gain related to the changes in fair value of derivatives associated with the convertible loans under the Convertible Credit Facility with Deerfield, compared to a $79.3M charge for the same quarter in 2020. The decrease in fair value for the quarter ended June 30, 2021 was driven by the decrease in the Company’s share price from March 31, 2021. The increase in fair value for the quarter ended June 30, 2020 was driven by the increase in the Company’s share price from the April 2020 inception of the derivative.

Adjusted net loss was $53.7 million, or an adjusted net loss of $0.70 per basic and diluted share, for the quarter ended June 30, 2021, compared to $32.1 million, or an adjusted net loss of $0.51 per basic and diluted share, for the same quarter in 2020. The increase in adjusted net loss was primarily driven by the expansion of the organization, investment in the expanding clinical portfolio and the preparation for the launch of ZYNLONTA.

Conference Call Details

ADC Therapeutics management will host a conference call and live audio webcast to discuss second quarter 2021 financial results and provide a company update today at 8:30 a.m. Eastern Time. To access the live call, please dial 833-303-1198 (domestic) or +1 914-987-7415 (international) and provide confirmation number 6962756. A live webcast of the presentation will be available under “Events and Presentations” in the Investors section of the ADC Therapeutics website at ir.adctherapeutics.com. The archived webcast will be available for 30 days following the call.

About ZYNLONTA (loncastuximab tesirine-lpyl)

ZYNLONTA is a CD19-directed antibody drug conjugate (ADC). Once bound to a CD19-expressing cell, ZYNLONTA is internalized by the cell, where enzymes release a pyrrolobenzodiazepine (PBD) payload. The potent payload binds to DNA minor groove with little distortion, remaining less visible to DNA repair mechanisms. This ultimately results in cell cycle arrest and tumor cell death.

The U.S. Food and Drug Administration (FDA) has approved ZYNLONTA (loncastuximab tesirine-lpyl) for the treatment of adult patients with relapsed or refractory (r/r) large B-cell lymphoma after two or more lines of systemic therapy, including diffuse large B-cell lymphoma (DLBCL) not otherwise specified (NOS), DLBCL arising from low-grade lymphoma and also high-grade B-cell lymphoma. The trial included a broad spectrum of heavily pre-treated patients (median three prior lines of therapy) with difficult-to-treat disease, including patients who did not respond to first-line therapy, patients refractory to all prior lines of therapy, patients with double/ triple hit genetics and patients who had stem cell transplant and CAR-T therapy prior to their treatment with ZYNLONTA. This indication is approved by the FDA under accelerated approval based on overall response rate and continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

ZYNLONTA is also being evaluated as a therapeutic option in combination studies in other B-cell malignancies and earlier lines of therapy.

About ADC Therapeutics

ADC Therapeutics (NYSE: ADCT) is a commercial-stage biotechnology company improving the lives of those affected by cancer with its next-generation, targeted antibody drug conjugates (ADCs). The Company is advancing its proprietary PBD-based ADC technology to transform the treatment paradigm for patients with hematologic malignancies and solid tumors.

ADC Therapeutics’ CD19-directed ADC ZYNLONTA (loncastuximab tesirine-lpyl) is approved by the FDA for the treatment of relapsed or refractory diffuse large b-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents. Cami (camidanlumab tesirine) is being evaluated in a late-stage clinical trial for relapsed or refractory Hodgkin lymphoma and in a Phase 1b clinical trial for various advanced solid tumors. In addition to ZYNLONTA and Cami, ADC Therapeutics has multiple PBD-based ADCs in ongoing clinical and preclinical development.

ADC Therapeutics is based in Lausanne (Biopôle), Switzerland and has operations in London, the San Francisco Bay Area and New Jersey. For more information, please visit https://adctherapeutics.com/ and follow the Company on Twitter and LinkedIn.

ZYNLONTA™ is a trademark of ADC Therapeutics SA.

Use of Non-IFRS Financial Measures

In addition to financial information prepared in accordance with IFRS, this document also contains certain non-IFRS financial measures based on management’s view of performance including:

• Adjusted net loss

• Adjusted net loss per share

Management uses such measures internally when monitoring and evaluating our operational performance, generating future operating plans and making strategic decisions regarding the allocation of capital. We believe that these adjusted financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and facilitate operating performance comparability across both past and future reporting periods. These non-IFRS measures have limitations as financial measures and should be considered in addition to, and not in isolation or as a substitute for, the information prepared in accordance with IFRS. When preparing these supplemental non-IFRS measures, management typically excludes certain IFRS items that management does not believe are indicative of our ongoing operating performance. Furthermore, management does not consider these IFRS items to be normal, recurring cash operating expenses; however, these items may not meet the IFRS definition of unusual or non-recurring items. Since non-IFRS financial measures do not have standardized definitions and meanings, they may differ from the non-IFRS financial measures used by other companies, which reduces their usefulness as comparative financial measures. Because of these limitations, you should consider these adjusted financial measures alongside other IFRS financial measures.

The following items are excluded from adjusted net loss and adjusted net loss per share:

Shared-Based Compensation Expense: We exclude share-based compensation expense from our adjusted financial measures because share-based compensation expense, which is non-cash, fluctuates from period to period based on factors that are not within our control, such as our stock price on the dates share-based grants are issued. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.

Certain Other Items: We exclude certain other significant items that may occur occasionally and are not normal, recurring operating expenses, cash or non-cash, from our adjusted financial measures. Such items are evaluated by management on an individual basis based on both quantitative and qualitative aspects of their nature and generally represent items that, either as a result of their nature or significance, management would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from our adjusted financial measures would be: changes in the fair value of derivatives, the gain recognized in connection with the receipt of the USD 50.0 million disbursement, establishment of the embedded derivative and residual loan, elimination of the derivative immediately prior to FDA approval of ZYNLONTA, the effective interest expense associated with the Facility Agreement with Deerfield, transaction costs associated with debt or equity issuances that are expensed pursuant to IFRS, as well as the non-cash gain related to the contribution of our intellectual property for our equity interest in Overland ADCT BioPharma.

See the attached Reconciliation of IFRS Measures to Non-IFRS Measures for explanations of the amounts excluded and included to arrive at the non-IFRS financial measures for the three-month periods ended June 30, 2021 and 2020.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business and commercialization strategy, products and product candidates, research pipeline, ongoing and planned preclinical studies and clinical trials, regulatory submissions and approvals, planned commercialization activities, research and development costs, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including those described in our filings with the U.S. Securities and Exchange Commission. No assurance can be given that such future results will be achieved. Such forward-looking statements contained in this document speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this press release to reflect any change in our expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

ADC Therapeutics SA
Condensed Consolidated Interim Statement of Operations (Unaudited)
(in KUSD except for share and per share data)
		Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020 (1)			2021			2020 (1)
Product revenues, net		3,760			–			3,760			–
Operating expense
Cost of product sales		(121	)		–			(121	)		–
Research and development expenses		(39,533	)		(25,950	)		(78,705	)		(61,325	)
Selling and marketing expenses		(15,221	)		(4,004	)		(29,132	)		(6,632	)
General and administrative expenses		(19,367	)		(14,995	)		(36,949	)		(20,877	)
Total operating expense		(74,242	)		(44,949	)		(144,907	)		(88,834	)
Loss from operations		(70,482	)		(44,949	)		(141,147	)		(88,834	)
Other income (expense)
Other income		199			130			393			278
Convertible loans, derivatives, change in fair value income (expense)		2,053			(79,261	)		23,222			(79,261	)
Convertible loans, derivatives, transaction costs		(148	)		(1,571	)		(148	)		(1,571	)
Share of results with joint venture		(1,169	)		–			(1,696	)		–
Financial income		15			195			30			569
Financial expense		(2,555	)		(897	)		(4,555	)		(939	)
Exchange differences (loss) income		(242	)		(100	)		152			(71	)
Total other (expense) income		(1,847	)		(81,504	)		17,398			(80,995	)
Loss before taxes		(72,329	)		(126,453	)		(123,749	)		(169,829	)
Income tax expense		(240	)		(104	)		(347	)		(204	)
Net loss		(72,569	)		(126,557	)		(124,096	)		(170,033	)
Net loss attributable to:
Owners of the parent		(72,569	)		(126,557	)		(124,096	)		(170,033	)
Net loss per share, basic and diluted		(0.95	)		(2.01	)		(1.62	)		(2.97	)

(1) Prior period has been recast to conform S&M expenses to the current period presentation.

ADC Therapeutics SA
Condensed Consolidated Interim Balance Sheet (Unaudited)
(in KUSD)
		June 30, 2021			December 31, 2020
ASSETS
Current assets
Cash and cash equivalents		371,884			439,195
Accounts receivable, net		2,079			–
Inventory		7,718			–
Other current assets		12,751			11,255
Total current assets		394,432			450,450
Non-current assets
Property, plant and equipment		3,261			1,629
Right-of-use assets		8,077			3,129
Intangible assets		12,010			10,179
Interest in joint venture		46,212			47,908
Other long-term assets		394			397
Total non-current assets		69,954			63,242
Total assets		464,386			513,692
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		14,631			5,279
Other current liabilities		29,450			30,375
Lease liabilities, short-term		988			1,002
Current income tax payable		237			149
Convertible loans, short-term		6,193			3,631
Total current liabilities		51,499			40,436
Non-current liabilities
Convertible loans, long-term		84,648			34,775
Convertible loans, derivatives		49,619			73,208
Deferred gain of joint venture		23,539			23,539
Lease liabilities, long-term		7,612			2,465
Defined benefit pension liabilities		3,551			3,543
Other non-current liabilities		–			221
Total non-current liabilities		168,969			137,751
Total liabilities		220,468			178,187
Equity attributable to owners of the parent
Share capital		6,445			6,314
Share premium		981,290			981,056
Treasury shares		(134	)		(4	)
Other reserves		74,971			42,753
Cumulative translation adjustment		301			245
Accumulated losses		(818,955	)		(694,859	)
Total equity attributable to owners of the parent		243,918			335,505
Total liabilities and equity		464,386			513,692

ADC Therapeutics SA
Reconciliation of IFRS Measures to Non-IFRS Measures (Unaudited)
(in KUSD except for share and per share data)
		Three Months Ended June 30,						Six Months Ended June 30,
in KUSD (except for share and per share data)		2021			2020			2021			2020
Net loss		(72,569	)		(126,557	)		(124,096	)		(170,033	)
Adjustments:
Share-based compensation expense (i)		18,267			12,734			32,218			16,524
Convertible loans, derivatives, change in fair value (ii)		(2,053	)		79,261			(23,222	)		79,261
Convertible loans, first and second tranche, derivatives, transaction costs (iii)		148			1,571			148			1,571
Effective interest expense (iv)		2,450			868			4,432			868
Adjusted net loss		(53,757	)		(32,123	)		(110,520	)		(71,809	)
Net loss per share, basic and diluted		(0.95	)		(2.01	)		(1.62	)		(2.97	)
Adjustment to net loss per share, basic and diluted		0.25			1.50			0.18			1.72
Adjusted net loss per share, basic and diluted		(0.70	)		(0.51	)		(1.44	)		(1.25	)
Weighted average shares outstanding, basic and diluted		76,728,714			62,863,866			76,725,210			57,225,939

Contacts

Investors
Eugenia Litz

ADC Therapeutics

Eugenia.Litz@adctherapeutics.com
+44 7879 627205

Amanda Hamilton

ADC Therapeutics

amanda.hamilton@adctherapeutics.com
Tel.: +1 917-288-7023

USA Media
Mary Ann Ondish

ADC Therapeutics

maryann.ondish@adctherapeutics.com
Tel.: +1 914-552-4625

EU Media
Alexandre Müller

Dynamics Group

amu@dynamicsgroup.ch
Tel: +41 (0) 43 268 3231

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GEORGETOWN, Texas & SOMERSET, N.J. — (BUSINESS WIRE) — DisperSol Technologies, a clinical-stage pharmaceutical company developing new treatments for oncology and rare diseases, and Catalent, the leading global provider of advanced delivery technologies, development, and manufacturing solutions for drugs, biologics, cell and gene therapies, and consumer health products, today announced a strategic manufacturing collaboration to accelerate the development of multiple DisperSol pharmaceutical products. The collaboration will see the installation of a commercial-scale KinetiSol^® technology manufacturing line at Catalent’s oral solids development and manufacturing facility in Somerset, New Jersey.

The KinetiSol platform is a disruptive innovation in amorphous solid dispersion manufacturing owned by DisperSol that is often the best and sometimes the only method to turn molecules with great clinical promise but poor bioavailability into viable medicines for patients. KinetiSol technology underlies all of DisperSol’s pipeline programs including Phase 3 ready KDFX for iron overload disorder, and KABE, which recently commenced Phase 2 studies against prostate cancer.

 

As part of the agreement, DisperSol will tech transfer its proprietary equipment, software and know-how to a dedicated suite in Catalent’s Somerset facility. In turn, Catalent will provide staff for development, scale up, and commercial stage KinetiSol production, as well as associated capabilities including process engineering, Quality Control and Assurance.

 

“This strategic collaboration with Catalent is integral to our company as we now move into late clinical-stage development and commercial-scale manufacturing of our products,” said Dr. Edward M. Rudnic, DisperSol’s Chief Executive Officer. “The commercial amorphous solid dispersion manufacturing expertise of Catalent’s team and their globally accredited quality systems make them a perfect partner for DisperSol.”

 

“Catalent is thrilled to partner with innovators to accelerate development of novel disruptive technologies to scale. Our Somerset development center has a track record of introducing and industrializing new oral technologies such as the KinetiSol platform,” commented Jeremie Trochu, Vice President, Operations, Early Phase Development at Catalent. “We look forward to working together to accelerate DisperSol’s pipeline of medicines, so that patients can benefit from the wide-ranging treatments that it has developed.”

 

About DisperSol

DisperSol is a clinical-stage drug development company focused on developing new treatments for patients utilizing its proprietary KinetiSol^® technology platform. KinetiSol has proven capable of creating novel therapeutics from poorly bioavailable drugs to deliver unique clinical benefits to patients. The platform enables a drug development path forward to patients when other options fail to make a difference. DisperSol’s active programs include, DST-0509 about to enter Phase 3 for iron overload disorder, DST-2970 in Phase 2 for refractory metastatic prostate cancer and DST-8294 for treatment of clotting disorders. Additional earlier-stage programs include, DST-0058 and DST-5407 for idiopathic pulmonary fibrosis and non-squamous non-small cell lung cancer, respectively.

For more information, visit www.dispersoltech.com.

 

ABOUT CATALENT

Catalent is the leading global provider of advanced delivery technologies, development, and manufacturing solutions for drugs, biologics, cell and gene therapies, and consumer health products. With over 85 years serving the industry, Catalent has proven expertise in bringing more customer products to market faster, enhancing product performance and ensuring reliable global clinical and commercial product supply. Catalent employs approximately 15,000 people, including over 2,400 scientists and technicians, at more than 45 facilities, and in fiscal year 2020 generated over $3 billion in annual revenue. Catalent is headquartered in Somerset, New Jersey. For more information, visit www.catalent.com

More products. Better treatments. Reliably supplied.™

Contacts

DisperSol Contacts

Media:
Raj SheelVice President, Business Development & Marketing, DisperSol, (512) 686-5185, raj.sheel@dispersoltech.com

Investors:
David Snyder, Chief Financial Officer, DisperSol, (512) 686-2223, david.snyder@dispersoltech.com

Catalent Contacts

Media:
Chris Halling, Director, Global Communications and Marketing, Catalent, +44 (0)7580 041073, chris.halling@catalent.com
Richard Kerns, Proprietor, Northern Exposure PR, +44 (0)161 728 5880, richard@nepr.agency

OLDWICK, N.J. — (BUSINESS WIRE) — #insurance—AM Best has affirmed the Financial Strength Rating of A+ (Superior) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of “aa-” (Superior) of Midland National Life Insurance Company (Midland National) and North American Company for Life and Health Insurance (North American) (both domiciled in West Des Moines, IA). In addition, AM Best has affirmed the Long-Term ICR of “a-” (Excellent) and the Long-Term Issue Credit Rating of “a-” (Excellent) on the $200 million, 7.0% senior unsecured notes, due 2043, the $500 million, 4.45% senior unsecured notes, due 2027, and the $850 million, 3.35% senior unsecured notes, due 2031, of Sammons Financial Group, Inc. (Delaware). The outlook of these Credit Ratings (ratings) is stable. Sammons Financial Group, Inc. is an intermediate holding company for Midland National and North American, and is indirectly owned by Sammons Enterprises, Inc. Midland National and North American – the group’s key life/health insurance subsidiaries – are jointly referred to as the Sammons Financial Group (SFG).

The ratings reflect SFG’s balance sheet strength, which AM Best assesses as very strong, as well as its strong operating performance, favorable business profile and appropriate enterprise risk management.

 

SFG maintains a very strong level of risk-adjusted capitalization, as measured by Best’s Capital Adequacy Ratio (BCAR), despite a noticeable decline over the past year due to a significant increase in annuity sales and a strategic decision to acquire lower rated corporate bonds during the pandemic. The overall balance sheet strength has been supported historically by increasing levels of capital and surplus and a relatively high quality general account investment portfolio. In addition, SFG maintains very good liquidity with strong cash flows from operations, access to the Federal Home Loan Bank and surrender charge protection on the majority of its inforce annuities. The group also has good financial flexibility with demonstrated access to the capital markets if needed.

 

SFG benefits from a diverse distribution platform, which includes personal producing agents, independent marketing organizations, broker/dealers and banks, as well as credit unions. In addition, SFG has increased its focus and expansion into the registered investment adviser channel over the past year. The group also offers a wide array of product offerings with generally favorable market positions in its core lines of business and has recently entered the pension risk transfer market with some initial success. This diversification, along with historical investments in digital capabilities, has enabled the company to significantly increase premiums over the past year despite industry-wide sales disruptions from the pandemic and is supportive of the current business profile assessment. In addition, SFG maintains an extensive enterprise risk management program that is continually evolving and is commensurate with its risk profile.

 

While SFG has generally produced solid earnings in the past five years, they have been pressured by spread compression within the annuity line of business. Additionally, life insurance-related earnings have experienced some volatility due to lack of scale and spread compression within its interest-sensitive universal life insurance segment, along with an increase in mortality over the past year due to the COVID-19 pandemic. Although SFG’s general account investment portfolio experienced an elevated level of impairments over the past year, it was primarily confined to investments within airline securitizations in its asset-backed securities portfolio as well as its investments in the energy sector, two areas hardest hit by the pandemic. AM Best believes that SFG may experience further impairments over the near to medium term but will remain within a manageable range for the group.

 

This press release relates to Credit Ratings that have been published on AM Best’s website. For all rating information relating to the release and pertinent disclosures, including details of the office responsible for issuing each of the individual ratings referenced in this release, please see AM Best’s Recent Rating Activity web page. For additional information regarding the use and limitations of Credit Rating opinions, please view Guide to Best’s Credit Ratings. For information on the proper use of Best’s Credit Ratings, Best’s Preliminary Credit Assessments and AM Best press releases, please view Guide to Proper Use of Best’s Ratings & Assessments.

 

AM Best is a global credit rating agency, news publisher and data analytics provider specializing in the insurance industry. Headquartered in the United States, the company does business in over 100 countries with regional offices in London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

 

Copyright © 2021 by A.M. Best Rating Services, Inc. and/or its affiliates. ALL RIGHTS RESERVED.

Contacts

Michael Adams

Associate Director
+1 908 439 2200, ext. 5133
michael.adams@ambest.com

Rosemarie Mirabella
Director
+1 908 439 2200, ext. 5892
rosemarie.mirabella@ambest.com

Christopher Sharkey
Manager, Public Relations
+1 908 439 2200, ext. 5159
christopher.sharkey@ambest.com

Jim Peavy
Director, Communications
+1 908 439 2200, ext. 5644
james.peavy@ambest.com

While 100% of surveyed companies agree on the business value of complying with the lease accounting standard, most are underconfident and unprepared for the looming deadline

 

WOODBRIDGE, N.J. — (BUSINESS WIRE) — Visual Lease, the #1 lease optimization software provider, today unveiled the results of an in-depth study of 500 senior finance and accounting professionals analyzing where companies are in their efforts toward achieving compliance with ASC 842. The report reveals that despite 100% of respondents acknowledging the many benefits that lease accounting can bring, 75% are not yet compliant. This report marks the first release under The Visual Lease Data Institute, a collection of market-leading data, trends and insights on lease accounting, management and optimization created and curated by Visual Lease.

The 2021 Lease Accounting Market Analysis: The Road to Readiness for ASC 842 explores the journey, opportunities and barriers that companies face in their efforts to comply with the new accounting standard published by the Financial Accounting Standards Board (FASB), which requires them to track and fully disclose all qualifying leased assets, including commercial real estate and equipment leases. The report was informed by a proprietary survey of 500 senior finance and accounting professionals at private organizations with more than 1,000 employees. It excludes public sector organizations and governmental entities, which have to comply with a similar lease accounting standard.

 

Key highlights of the report include:

• Real Business Opportunity – All surveyed senior finance and accounting professionals recognize that complying with ASC 842 will offer their companies substantial benefits, including more transparent valuation of the organization (54%), cost savings (54%), easier preparation for audits (53%) and the ability to make strategic lease decisions (50%).

• Need for Urgent Action – Despite the significant business opportunity that comes with lease accounting compliance, of the 75% of surveyed companies who are not yet fully compliant, nearly half (46%) are less than halfway through or have not yet begun the process. Moreover, a shocking one in five respondents admit that achieving full compliance has been a low business priority.

• Pandemic Delays – Many private companies may now be playing catch-up from the impact of Covid-19, with more than two in five respondents (43%) noting that their organization’s process has been delayed due to the global pandemic.

• Race Against the Clock – With the December 2021 deadline for private companies less than five months away, two in five respondents (40%) are only somewhat, not very, or not at all confident about their organization being ready to reach full compliance with ASC 842. One reason why? More than two in five (42%) surveyed admit that the ASC 842 compliance process has taken more time than expected, which puts those who have not started the process at serious risk. This is particularly concerning considering the average anticipated staff hours to gather all the necessary lease information to fully adopt ASC 842 is 1,334 hours, equivalent to more than 33 weeks of full-time labor for a highly skilled worker.

• Companies Can’t Do It Alone – More than one in three (36%) of senior finance and accounting professionals surveyed note that they don’t have the right people, technology and tools in place. High among the things they consider to be essential in the process are implementing new (48%) or upgrading existing (51%) lease management and accounting software.

• Not a One-and-Done Disclosure – Reaching ASC 842 compliance in time for the standard’s effective date is only part of the battle. Ninety-nine percent of respondents expect to face ongoing challenges maintaining compliance after the 2021 deadline. Among the most anticipated challenges include accurately tracking and managing future modifications to leases, adopting new technologies to optimize the process and continuing to train and educate staff.

 

“We understand just how complex lease accounting is,” said Marc Betesh, founder and CEO of Visual Lease. “For 35 years, we’ve seen firsthand how tight lease portfolio management can amount to millions of dollars in savings and improve business performance. With the deadline for private companies to comply with ASC 842 rapidly approaching, we knew it was the right time to gather our insight, experience and expertise to provide you with the first report under The Visual Lease Data Institute. Our goal is simple – to arm you with the information you need to feel confident about your organization’s lease accounting compliance journey.”

 

For full study results and helpful guidance towards ASC 842 compliance, download The 2021 Lease Accounting Market Analysis: The Road to Readiness for ASC 842.

 

About Visual Lease

Visual Lease is the #1 lease optimization software provider for managing, analyzing, streamlining and reporting on lease portfolios. Developed by industry-leading lease professionals and CPAs, it combines GAAP, IFRS and GASB-compliant lease accounting controls with easy, flexible and automated lease management processes. More than 700 of the world’s largest publicly traded, privately-owned and public sector organizations rely on Visual Lease to control their lease portfolios, integrate with their existing business systems and maintain regulatory compliance. Committed to ongoing innovation and unparalleled customer service, Visual Lease helps organizations transform their lease compliance requirements into financial opportunities. For more information, visit visuallease.com.

 

About The Visual Lease Data Institute

The Visual Lease Data Institute is a collection of market-leading data, trends and insights on lease accounting, management and optimization created and curated by Visual Lease, provider of the #1 lease optimization software. The Institute was founded on 35 years’ experience managing lease data and financials and was created to arm organizations with the knowledge required to achieve and maintain lease accounting compliance and leverage their leases as strategic business assets.

Contacts

Erica Bonavitacola

Visual Lease

T+1 732 860 4838

ebonavitacola@visuallease.com

Katie Vroom

Gregory FCA

T+1 212 398 9680

kvroom@gregoryfca.com

The Company’s BOBS from Skechers Philanthropic Collection Has Helped Save and Support Over 1.3 Million Shelter Dogs and Cats in the United States and Canada

 

LOS ANGELES — (BUSINESS WIRE) — Skechers, The Comfort Technology Company™, is celebrating its newest milestone for its philanthropic BOBS division: the Company’s total donations have now surpassed $7 million for animals in need throughout the United States and Canada. Through its partnership with Petco Love, a national nonprofit working to lead and inspire change for animals, and sales of its extensive BOBS footwear, apparel and accessory offering, Skechers’ funds have helped save and support over 1.3 million shelter pets across North America.

The brand has continued to drive public awareness for animal welfare this summer with National Foster A Pet month in June—hosting pet adoption events at Skechers retail stores with Petco Love’s animal welfare partners. Community members welcomed home dogs and cats from lifesaving organizations in Dallas, Texas; Harahan, Louisiana; Hialeah, Florida; Marlton, New Jersey and Moreno Valley, California. Consumers across America were also able to support Petco Love and more than 4,000 of its animal welfare partners at local Skechers stores, by rounding up their purchases at checkout—a campaign that raised over $87,000 for dogs and cats independent of Skechers’ total donations.

 

“As a brand with a vast network of stores, we love finding new ways to inspire consumers and mobilize our stores for good—and these adoption and round-up events have resonated with the public and help bring our BOBS message to life,” said Michael Greenberg, president of Skechers. “We’ve given more than $3.4 million to Petco Love since we launched our partnership in 2019—a movement that’s already transformed thousands of pets’ and persons’ lives in America and is now building momentum across Canada.”

 

“Our partnership with BOBS from Skechers helps further our mission to end preventable euthanasia and make communities and pet families closer, stronger and healthier,” said Susanne Kogut, president of Petco Love. “Shelter pets were there for us throughout the pandemic providing unconditional love and joy. Fostering, adopting, volunteering, and donating are ways we can be there for them and make a difference.”

 

Initially a philanthropic collection of slip-on styles that donated new shoes to children in need, the BOBS from Skechers movement has grown to include a popular offering of footwear, apparel and accessories dedicated to helping shelter animals. For every BOBS item purchased in the United States and Canada, a donation is made to Petco Love to help support shelter pets and its lifesaving animal welfare organization network.* Skechers has helped save over 955,000 dogs, cats and other animals through pet adoptions, and contributed to the care of over 395,000 additional animals at nurseries, sanctuaries and medical care facilities.

 

The BOBS from Skechers collection is available at Skechers.com, Skechers and Petco stores, and select department and specialty locations in the United States. To learn more, follow BOBS from Skechers on Facebook, Twitter and Instagram, or visit BOBSfromSkechers.com. For more on Petco Love, visit petcolove.org or follow at Facebook, Instagram, and Twitter.

 

*Skechers U.S.A., Inc., 228 Manhattan Beach Blvd., Manhattan Beach, CA 90266, 310-318-3100. Petco Love, 654 Richland Hills Drive, San Antonio, TX 78245, 858-453-7845. During the promotion, BOBS from Skechers will donate twenty-five cents USD per item of specially marked BOBS from Skechers footwear, apparel and accessories sold in the U.S. to Petco Love, a 501c3 nonprofit organization that helps save the lives of dogs, cats and other pets in America’s shelters. The promotion runs from January 1, 2019 through December 31, 2022.

 

Skechers USA Canada Inc., 5055 Satellite Drive, Unit Number 6, Mississauga, ON L4W 5K7 Canada, 877-644-4414. Petco Love, 654 Richland Hills Drive, San Antonio, TX 78245, 858-453-7845. During the promotion, BOBS from Skechers will donate twenty-five cents CAD per item of specially marked BOBS from Skechers footwear, apparel and accessories sold in Canada to Petco Love, a nonprofit organization that helps save the lives of dogs, cats and other pets in Canada’s shelters. The promotion runs from January 1, 2020 through December 31, 2022.

 

Skechers USA Canada Inc., 5055 Satellite Drive, Unit Number 6, Mississauga, ON L4W 5K7 Canada, 877-644-4414. Petco Love, 654 Richland Hills Drive, San Antonio, TX 78245, 858-453-7845. Pendant la promotion, 25 cents seront versées avec chaque vente de chaussure, vêtement et accessoire portant la marque BOBS de Skechers au Canada à Petco Love, une organisation sans but lucratif dédiée à sauver la vie des chiens, chats et autres animaux en refuges au Canada. La promotion est valide du 1 janvier 2020 et se termine le 31 décembre 2022.

 

About SKECHERS USA, Inc.

Skechers (NYSE:SKX), The Comfort Technology Company based in Southern California, designs, develops and markets a diverse range of lifestyle and performance footwear, apparel and accessories for men, women and children. The Company’s collections are available in the United States and over 170 countries and territories via department and specialty stores, and direct to consumers through 4,057 Company and third-party-owned retail stores and e-commerce websites. The Company manages its international business through a network of global distributors, joint venture partners in Asia, Israel and Mexico, and wholly-owned subsidiaries in Canada, Japan, India, Europe and Latin America. For more information, please visit about.skechers.com and follow us on Facebook, Instagram, Twitter, and TikTok.

 

About BOBS from Skechers

BOBS from Skechers’ charitable collection of shoes, apparel and accessories have improved animals’ lives: over the past five years, Skechers has contributed more than $7 million to help more than 1.3 million shelter pets, including saving more than 955,000 rescued pets in the United States and Canada. It all started in 2011, when Skechers launched a movement to support children impacted by natural disasters and poverty – a cause that has helped the Company donate more than 16 million new pairs of shoes to kids in more than 60 countries worldwide. To learn more about BOBS from Skechers’ commitment to making a difference, visit BOBSfromSkechers.com and follow the brand on Facebook, Instagram and Twitter.

 

About Petco Love (Formerly Petco Foundation)

Petco Love is a nonprofit changing lives by making communities and pet families closer, stronger, and healthier. Since our founding in 1999 as the Petco Foundation, we’ve empowered animal welfare organizations by investing $300 million in adoption and other lifesaving efforts. We’ve helped find loving homes for more than 6.5 million pets in partnership with Petco and organizations nationwide. Today, our love for pets drives us to lead with innovation, creating tools animal lovers need to reunite lost pets, and lead with passion, inspiring and mobilizing communities and our more than 4,000 animal welfare partners to drive lifesaving change alongside us. Is love calling you? Join us. Visit petcolove.org or follow at Facebook, Instagram, Twitter and LinkedIn to be part of the lifesaving work we’re leading every day.

 

This announcement contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include, without limitation, Skechers’ future domestic and international growth, financial results and operations including expected net sales and earnings, its development of new products, future demand for its products, its planned domestic and international expansion, opening of new stores and additional expenditures, and advertising and marketing initiatives. Forward-looking statements can be identified by the use of forward-looking language such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “could,” “may,” “might,” or any variations of such words with similar meanings. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in forward-looking statements. Factors that might cause or contribute to such differences include the disruption of business and operations due to the COVID-19 pandemic; international economic, political and market conditions including the challenging consumer retail markets in the United States; sustaining, managing and forecasting costs and proper inventory levels; losing any significant customers; decreased demand by industry retailers and cancellation of order commitments due to the lack of popularity of particular designs and/or categories of products; maintaining brand image and intense competition among sellers of footwear for consumers, especially in the highly competitive performance footwear market; anticipating, identifying, interpreting or forecasting changes in fashion trends, consumer demand for the products and the various market factors described above; sales levels during the spring, back-to-school and holiday selling seasons; and other factors referenced or incorporated by reference in Skechers’ annual report on Form 10-K for the year ended December 31, 2020 and its quarterly report on Form 10-Q for the three months ended March 31, 2021. More specifically, the COVID-19 pandemic has had and is currently having a significant impact on Skechers’ business, financial conditions, cash flow and results of operations. Forward-looking statements with respect to the COVID-19 pandemic include, without limitation, Skechers’ plans in response to this pandemic. At this time, there is significant uncertainty about the COVID-19 pandemic, including without limitation, (i) the duration and extent of the impact of the pandemic, (ii) governmental responses to the pandemic, including how such responses could impact Skechers’ business and operations, as well as the operations of its factories and other business partners, (iii) the effectiveness of Skechers’ actions taken in response to these risks, and (iv) Skechers’ ability to effectively and timely adjust its plans in response to the rapidly changing retail and economic environment. Taking these and other risk factors associated with the COVID-19 pandemic into consideration, the dynamic nature of these circumstances means that what is stated in this press release could change at any time, and as a result, actual results could differ materially from those contemplated by such forward-looking statements. The risks included here are not exhaustive. Skechers operates in a very competitive and rapidly changing environment. New risks emerge from time to time and we cannot predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Moreover, reported results should not be considered an indication of future performance.

Contacts

Caitlin Faford

Rogers & Cowan/PMK

caitlin.faford@rogersandcowanpmk.com

Jennifer Clay

Skechers USA

jennc@skechers.com

Razan Monzer

Skechers Canada

razan.monzer@skechers.com

Lisa Lane

Petco Love

media@petcolove.org

Solidifies Citizens’ banking franchise serving communities in the greater New York City and Philadelphia metropolitan areas and across New Jersey

Adds approximately $27 billion in total assets, $20 billion in deposits*, and an attractive commercial and consumer customer base

 

PROVIDENCE, R.I. & SHORT HILLS, N.J. — (BUSINESS WIRE) — Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) and Investors Bancorp, Inc. (NASDAQ: ISBC) (“Investors”) announced today that they have entered into a definitive agreement and plan of merger under which Citizens will acquire all of the outstanding shares of Investors for a combination of stock and cash.

The acquisition of Investors enhances Citizens’ banking franchise, adding an attractive middle market/small business and consumer customer base while building its physical presence in the northeast with the addition of 154 branches* located in the greater New York City and Philadelphia metropolitan areas and across New Jersey. The acquisition complements Citizens’ recently announced acquisition of HSBC East Coast branches and national online deposits which is expected to close in first quarter 2022. The combined Citizens franchise will operate across some of the most attractive retail and commercial banking markets in the United States characterized by large and dense population centers, areas of high-income households and centers of robust business activity.

 

“The acquisition of Investors, following on the heels of the acquisition of HSBC’s East Coast branches, further strengthens our formidable franchise in the northeast, together adding roughly one million customers and boosting our near and long-term growth potential,” said Bruce Van Saun, chairman and chief executive officer of Citizens. “We are confident in our ability to successfully integrate these acquisitions, and to over time deliver the same attractive offerings to customers and strong financial performance in the New York City metro region and New Jersey as we do in other major metro areas we serve.”

 

“Joining Citizens, with its broad capabilities, scale and commitment to excellence in customer service opens exciting opportunities for our combined company,” said Kevin Cummings, chairman and chief executive officer of Investors. “Citizens shares Investors’ deep commitment to serving customers, supporting colleagues and giving back to local communities. Our local-market expertise and personal touch will align well with Citizens’ approach and together we will drive long-term value for all our stakeholders.”

 

Highlights of the proposed transaction to acquire Investors:

Creates long-term shareholder value

• Immediately accretive to EPS; given substantial synergies, expected to add approximately 6.4% to 2023 fully-diluted EPS. Combined with HSBC, transactions add 8.8% to 2023 fully-diluted EPS
• Expected to deliver a strong internal rate of return of over 20% and an estimated return on invested capital of approximately 13%
• Accelerates achievement of long-term financial goals; expected to improve return on tangible common equity by approximately 120 basis points and efficiency ratio by approximately 270 basis points
• Expected to be CET1 neutral at closing
• Modest tangible book value per share dilution of approximately 2.6% expected at close with an approximately 2.5-year earn-back

 

Identified cost savings and other synergies

• Identified approximately $130 million of fully-phased in annual cost savings, after provision for adding investments in brand marketing and technology capabilities; this is approximately 30% of Investors’ estimated 2021 cost base
• Total estimated pre-tax integration costs of approximately $400 million
• Meaningful revenue upside expected but not included in transaction estimates

 

Advances Citizens’ strategy with solid presence in important markets

• Expands upon our recently announced HSBC acquisition, building Citizens’ brand presence in the important greater New York City and Philadelphia metropolitan and New Jersey markets and combined, adding about one million customers
• Citizens combined with Investors and HSBC reaches top-10 NYC Metro deposit ranking
• Fills branch gap, connecting New England to the Mid-Atlantic market and adding to our leadership position in the Philadelphia MSA; adds 154 branches, including approximately 130 in the New York City MSA
• Provides branch base and brand reach to expand commercial lending and fee opportunities in the region; adds attractive middle market/ small business customer base
• Opportunity to drive household growth and share while accelerating lending and wealth growth in consumer

 

Under the terms of the agreement and plan of merger, Investors shareholders will receive 0.297 of a share of CFG common stock and $1.46 in cash for each share of Investors they own. Following completion of the transaction, former Investors shareholders will collectively own approximately 14% of the combined company. The implied total transaction value based on closing prices on July 27, 2021 is approximately $3.5 billion.

 

Key members of Investors’ management team are expected to join Citizens, ensuring business and client continuity. Upon closing of the transaction, Kevin Cummings, Investors’ Chairman and Chief Executive Officer, and Michele N. Siekerka, who are current members of the board of directors of Investors, are expected to join Citizens’ board of directors.

 

The agreement and plan of merger has been unanimously approved by the boards of directors of each company and the transaction is expected to close in first or second quarter 2022, subject to approval by the shareholders of Investors, receipt of required regulatory approvals and other customary closing conditions.

 

Morgan Stanley & Co. LLC acted as financial advisor to Citizens in connection with the transaction and Sullivan & Cromwell, LLP served as legal advisor. Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor; Piper Sandler & Co. and Lazard also served as financial advisors, and Luse Gorman, PC served as legal advisor to Investors.

 

Additional Information

CFG management will host a live conference call this morning with details as follows:

Time:	8:00 am (ET)
Dial-in:	Individuals may call in by dialing 844-291-5495, conference ID 1199032
Webcast/Presentation:	The live webcast will be available at http://investor.citizensbank.com under Events & Presentations.
Replay Information:	A replay of the conference call will be available beginning at 11:00 am ET on July 28 through August 28, 2021. Please dial 866-207-1041 and enter access code 6041235. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

A presentation providing additional information on the transaction is available at https://investor.citizensbank.com/about-us/investor-relations/events-and-presentations/2021.aspx.

 

Cautionary Statement About Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Citizens and Investors. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Citizens’ and Investors’ current expectations and assumptions regarding Citizens’ and Investors’ businesses, the economy, and other future conditions.

 

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Citizens’ and/or Investors’ future financial results and performance and could cause the actual results, performance or achievements of Citizens and/or Investors to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed transaction may not be realized or may take longer than anticipated to be realized, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the condition of the economy and competitive factors in areas where Citizens and Investors do business, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the proposed transaction and diversion of management’s attention from ongoing business operations and opportunities, (3) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Citizens and Investors, (4) the risk that the integration of Citizens’ and Investors’ operations will be materially delayed or will be more costly or difficult than expected or that Citizens and Investors are otherwise unable to successfully integrate their businesses, (5) the failure to obtain the necessary approvals of the stockholders of Investors, (6) the outcome of any legal proceedings that may be instituted against Citizens and/or Investors, (7) the failure to obtain required governmental approvals or a delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction), (8) reputational risk and potential adverse reactions of Citizens’ and/or Investors’ customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the proposed transaction, (9) the failure of any of the closing conditions in the definitive merger agreement to be satisfied on a timely basis or at all, (10) delays in closing the proposed merger, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Citizens’ issuance of additional shares of its capital stock in connection with the proposed transaction, (13) general competitive, economic, political and market conditions, (14) other factors that may affect future results of Investors and/or Citizens including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms, and (15) the impact of the ongoing global COVID-19 pandemic on Citizens’ and/or Investors’ businesses, the ability to complete the proposed transaction and/or any of the other foregoing risks.

 

Except to the extent required by applicable law or regulation, each of Citizens and Investors disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included in this communication to reflect future events or developments. Further information regarding Citizens, Investors and factors which could affect the forward-looking statements contained herein can be found in Citizens’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and September 30, 2020, and its other filings with the Securities and Exchange Commission (the “SEC”), and in Investors’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its subsequent Quarterly Reports on Form 10-Q, and its other filings with the SEC.

 

Additional Information and Where to Find It

In connection with the proposed transaction, Citizens will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy statement of Investors that will be sent to Investors’ stockholders seeking certain approvals related to the proposed transaction, and a prospectus of Citizens.

The information contained in this communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

INVESTORS AND SECURITY HOLDERS OF INVESTORS AND CITIZENS AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT AND PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INVESTORS, CITIZENS AND THE PROPOSED TRANSACTION.

 

Investors and security holders will be able to obtain a free copy of the registration statement, including the proxy statement and prospectus contained therein, as well as other relevant documents filed with the SEC containing information about Investors and Citizens, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Citizens will be made available free of charge in the “SEC Filings” section of will’s website, https://investor.citizensbank.com/about-us/investor-relations/financial-information/sec-filings.aspx. Copies of documents filed with the SEC by Investors will be made available free of charge in the “Investor Relations” section of Investors’ website, https://www.myinvestorsbank.com/Investor-Relations, under the heading “SEC Filings.”

 

Participants in Solicitation

Investors and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Citizens and its directors and officers are not a participant in such solicitation of proxies. Information regarding Investors’ directors and executive officers is available in its proxy statement, which was filed with the SEC on April 15, 2021, and certain other documents filed by Investors with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement to be filed by Investors, the prospectus to be filed by Citizens and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

 

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $185.1 billion in assets as of June 30, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

 

About Investors Bancorp, Inc.

Investors Bancorp, Inc. is the holding company for Investors Bank, which is headquartered in Short Hills, New Jersey and operates 154 branches* located throughout New Jersey and New York.

Contacts

Citizens Media: Peter Lucht — 781.655.2289

Citizens Investor Relations: Kristin Silberberg — 203.900.6854

Investors Media: Dorian Hansen — 973.924.5100

Schools, education nonprofits in five states and DC can apply for $1 million in grants to modernize or create state-of-the-art science labs, encouraging STEM careers

 

CHICAGO — (BUSINESS WIRE) — The Exelon Foundation and Exelon Corp., the nation’s largest generator of carbon-free energy, today launched the Green Lab Grants program, which will provide grants of up to $50,000 each for public and private schools as well as nonprofit organizations that operate out-of-school programs serving Title I-eligible students, to invest in hands-on educational spaces where students can prepare for careers in science, technology, math and/or engineering (STEM). The grants, which will total $1 million annually, will be administered by the Museum of Science and Industry, Chicago, and will target organizations in communities where Exelon operates including Illinois, Delaware, Maryland, New Jersey, Pennsylvania and Washington, D.C..

“It is critical that we engage, educate and inspire the next generation of STEM leaders and provide them the tools and resources they need to prepare for future professional careers,” said Chris Crane, Exelon president and CEO. “By partnering with the museum, we can promote youth problem-solving and creativity using new technologies, better equipping students to address some of the most pressing issues we face today, including climate change.”

“The Museum of Science and Industry, Chicago, is thrilled to partner with Exelon in this effort to increase access to learning opportunities and cutting-edge tools for students in under-resourced communities,” said Rabiah Mayas, MSI’s Davee Vice President of Education. “We’re committed to supporting our next generation of innovators and problem solvers to tackle critical issues like the climate crisis.”

In addition to STEM grants, the Exelon STEM Innovation Leadership Academy is a prime feature of Exelon’s commitment to encourage young women in STEM and develop tomorrow’s workforce. Sponsored by the Exelon Foundation, this free, week-long experience for teen girls ages 16-19 from diverse and low-income communities is held each summer in the Washington, D.C. metro region, Chicago and Philadelphia. To date, nearly 600 students have completed the Academy. Exelon also launched the STEM Leadership Academy Scholarship program this year, which is designed to be a supportive and clear pathway from student engagement in the Academy to entry into the energy workforce, ideally as an Exelon employee. Valued at approximately $1 million, the scholarship is available to alumnae of the Academy program and will cover all costs associated with college, including tuition, room and board and all other expenses that aren’t covered by other confirmed scholarships, family contributions and work-study grants.

Applications for the Green Lab grants are now open. The deadline to submit an application is October 1, 2021.

For more information about how Exelon invests in its communities through workforce development, education and corporate relations programs, click here.

About Exelon

Exelon Corporation (Nasdaq: EXC) is a Fortune 100 energy company with the largest number of electricity and natural gas customers in the U.S. Exelon does business in 48 states, the District of Columbia and Canada and had 2020 revenue of $33 billion Exelon serves approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO and Pepco subsidiaries. Exelon is one of the largest competitive U.S. power generators, with more than 31,000 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 2 million residential, public sector and business customers, including three fourths of the Fortune 100. Follow Exelon on Twitter @Exelon.

About the Exelon Foundation

The Exelon Foundation is an independent, nonprofit organization funded solely by Exelon Corporation through shareholder dollars. The mission of the Foundation is to encourage respect for the environment, support innovative STEM education programs and strengthen the social and economic fabric of the community by providing a match to Exelon employee contributions.

Contacts

Liz Keating

Corporate Communications

312-394-4111

elizabeth.keating@exeloncorp.com

OLDWICK, N.J. — (BUSINESS WIRE) — #insurance—AM Best has placed under review with positive implications the Financial Strength Rating of B++ (Good) and the Long-Term Issuer Credit Rating of “bbb+” (Good) of the two operating subsidiaries of Nagico Holdings Limited – National General Insurance Corporation (NAGICO) N.V. (St. Maarten) and Nagico Insurance Company Limited (Anguilla) (collectively referred to as Nagico).

This Credit Rating (rating) action follows Nagico’s announcement on July 27, 2021 that the group has entered into a definitive agreement whereby Peak Reinsurance Company Limited (Peak Re) will acquire the remaining 50% of Nagico’s outstanding shares. Peak Re currently owns 50% of Nagico.

The positive implications status reflects AM Best’s expectation that Nagico will benefit from the financial strength of Peak Re as it integrates into the group. The transaction is targeted to close prior to the end of 2021.

The ratings will remain under review until the transaction closes, all customary regulatory approvals are received and AM Best evaluates Nagico’s role in the Peak Re organization.

This press release relates to Credit Ratings that have been published on AM Best’s website. For all rating information relating to the release and pertinent disclosures, including details of the office responsible for issuing each of the individual ratings referenced in this release, please see AM Best’s Recent Rating Activity web page. For additional information regarding the use and limitations of Credit Rating opinions, please view Guide to Best’s Credit Ratings. For information on the proper use of Best’s Credit Ratings, Best’s Preliminary Credit Assessments and AM Best press releases, please view Guide to Proper Use of Best’s Ratings & Assessments.

AM Best is a global credit rating agency, news publisher and data analytics provider specializing in the insurance industry. Headquartered in the United States, the company does business in over 100 countries with regional offices in London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

Copyright © 2021 by A.M. Best Rating Services, Inc. and/or its affiliates. ALL RIGHTS RESERVED.

Contacts

Ricardo Longchallon
Senior Financial Analyst
+1 908 439 2200, ext. 5676
ricardo.longchallon@ambest.com

Christopher Sharkey
Manager, Public Relations
+1 908 439 2200, ext. 5159
christopher.sharkey@ambest.com

Sharon Marks
Associate Director
+1 908 439 2200, ext. 5477
sharon.marks@ambest.com

Jim Peavy
Director, Communications
+1 908 439 2200, ext. 5644
james.peavy@ambest.com

DriveWealth partners can also “white-label” the ETFs under their own name and branding

 

CHATHAM, N.J. — (BUSINESS WIRE) — DriveWealth, LLC (DriveWealth), a leading global brokerage infrastructure platform, today announced the planned launch of a new lineup of yield-focused fixed income ETFs, providing retail investors alternatives to low yielding cash accounts. The new ETFs will be powered by the YieldX platform, a cutting-edge API-driven fixed income digital platform that uniquely leverages AI with the aim to optimize yield, expenses and risk-adjusted returns based on investors’ desired risk/reward profiles. On July 27, DriveWealth will launch two ETFs on the NYSE Arca platform – DriveWealth Steady Saver, ETF ticker: STBL, and DriveWealth Power Saver, ETF ticker: EERN (collectively the “Funds” or “ETFs”), with target net yields of 3% and 8% respectively. DriveWealth’s global B2B partners will also have the opportunity to “white-label” the ETFs or work with YieldX to create their own suite of custom, branded fixed income ETFs suitable for their customer base.

“For too long, bank savings accounts and CDs have yielded next to nothing, and in many parts of the world, savers are effectively forced to pay banks to keep their money,” said Bob Cortright, Founder and CEO of DriveWealth. “This has led to a lot of frustration as consumers desire to earn something on their hard-earned savings without taking too much risk. Our partners have been asking for thoughtful solutions to this problem—their investors want access to investments that provide income, diversification and an attractive return on capital. With YieldX, we believe we’re bringing innovative technology, investing and risk management processes from a proven team of Wall Street veterans straight to Main Street for the benefit of yield-starved global consumers. The DriveWealth ETFs can be an important part of a saver’s financial picture and a retail investor’s overall portfolio.”

 

The DriveWealth ETFs will be actively managed by the YieldX team of experienced portfolio managers and quantitative analysts leveraging their unique analytics platform, which aims to optimize target yield levels while minimizing the risk and expense taken for each unit of income. STBL utilizes the Bloomberg Barclays US Universal Bond Index as the primary index and the YieldX Optimized Liquid Income Index as the secondary index. EERN utilizes Bloomberg Barclays US Corporate High Yield Index as the primary index and the YieldX Optimized Liquid Income Target 6% Volatility Index as the secondary index. The YieldX Optimized Liquid Income Index (YOLI) is an independently-verified and calculated index that aims to produce higher yields, less volatility and increased diversification for income-seeking investors over the last decade.

 

“As a leader in embedded finance, DriveWealth is a great partner for YieldX. We are both technology-forward companies with a mission of making investing easy and accessible to retail investors everywhere. The DriveWealth ETFs are hoping to provide savers and retail investors access to income-generating investment strategies, underpinned by institutional grade portfolio construction, optimization, and risk analytics that have only been previously available to Wall Street clients—this is so powerful.” – Adam Green, CEO of YieldX

 

About DriveWealth ETFs

The DriveWealth Steady Saver ETF (STBL) is designed to generate monthly income and offer savers an attractive yield over CDs or money market funds. STBL seeks to generate a target net yield of 3% while aiming to minimize the risk level relative to similar-yielding products. The DriveWealth Steady Saver ETF will have an expense ratio of 0.66%.

 

The DriveWealth Power Saver ETF (EERN) is designed for investors looking to diversify their equity portfolio with an income-producing fixed income vehicle. EERN seeks to target a net yield of 8% while aiming to minimize the risk level relative to similar-yielding products. The DriveWealth Power Saver ETF will generate monthly income and have an expense of 1.49%.

 

Partnership and the DriveWealth ETF Team

DriveWealth ETFs will be administered by The RBB Fund, Inc., an industry-leading series trust platform for funds with over 40 mutual funds and ETFs and approximately $18 billion in assets under management (AUM). Arnie Reichman, the Fund Chairman, stated: “Our most recent relationship with DriveWealth and YieldX illustrates RBB’s continued product innovation in the Series Trust space.” Salvatore Faia, RBB’s President, stated that RBB is the only independent Series Trust with end-to-end adviser solutions. STBL and EERN will be advised by Red Gate Advisers, LLC. Vident Investment Advisory will serve as sub-adviser to the DriveWealth ETFs. US Bank will serve as the custodian, fund administrator and transfer agent for the DriveWealth ETFs.

For more information, see www.drivewealth.com/funds.

 

About DriveWealth

A pioneer in fractional investing and embedded finance, DriveWealth has built an API-driven, cloud-based brokerage platform that is transforming the investment landscape by democratizing access to U.S. equities for investors across the globe. With more than 90 partners in over 150 countries around the world, DriveWealth’s mission is to reshape retail investing by enabling banks, global brands, and fintechs to provide investment access and advice to underbanked and underserved customers that was previously only available to the wealthy. For more information, please visit drivewealth.com.

 

About YieldX

YieldX brings fixed income investing to all with a 100% digital, API-driven platform that helps advisors and portfolio managers leverage sophisticated analytical tools, AI and machine learning to construct fixed income portfolios that deliver higher net returns per unit of risk, versus similarly yielding competitor benchmarks. The YieldX platform offers users unique pushbutton portfolio construction technology underpinned by advanced yield/risk optimization models so YieldX users can easily build and manage tailored, sophisticated fixed income portfolios across the yield/risk spectrum. As an Open API and SaaS platform, YieldX offers complete flexibility, with a choice of end-to-end or stand-alone solutions, custom investment universes, and white-labeled offerings, so clients can select the capabilities that best meet their needs. For more information, visit https://www.yieldx.app.

 

About RBB Fund

The RBB Fund, Inc., a registered open-end investment management company organized as a series trust under Maryland law, will house the DriveWealth ETFs with responsibility for establishing, servicing and performing corporate governance of the funds. RBB was the first organized multiple series trust founded in 1988 and today oversees approximately $18 billion in assets, supporting ten unaffiliated advisors, over 15 unaffiliated sub-advisors, and over 40 mutual fund or ETF offerings. For more information, please go to www.rbbfund.com.

 

About Red Gate Advisers

Red Gate Advisers LLC is a multi-boutique registered investment adviser serving as investment adviser to the DriveWealth ETFs with responsibility for reviewing, supervising, and administering fund investment programs. Red Gate personnel bring decades of experience to the table. Red Gate’s industry knowledge in the creation and distribution of ETFs and mutual fund compliance-related matters offers the sage guidance and veteran leadership you want from your partners. For more information, please go to redgateadvisers.com.

 

About Vident

Vident Investment Advisory, a subsidiary of Vident Financial formed in 2014, provides sub-advisory services for a variety of index-based and actively managed strategies. VIA’s capabilities extend across multiple asset classes, including U.S. and international equities, fixed income, commodities, as well as long/short, inverse, and managed futures strategies. For more information, please go to www.videntinvestmentadvisory.com.

 

Disclosures

Before investing in the DriveWealth ETFs (the “Funds”), consider the Funds’ investment objectives, risks, charges and expenses. To obtain a prospectus or summary prospectus which contains this and other information, please visit https://www.yieldx.app/, call (800) 516-0851, or download a prospectus at funds.drivewealth.com, or talk to your financial advisor. Read it carefully before investing.

 

The Funds’ investments are not individually redeemable. Investors buy and sell shares of the Fund on a secondary market. Only market makers or “authorized participants” may trade directly with the Fund, typically in blocks of 10,000 shares.

 

Because the Shares are traded in the secondary market, a broker may charge a commission to execute a transaction in the Shares, and an investor also may incur the cost of the spread between the price at which a dealer will buy the Shares and the somewhat higher price at which a dealer will sell the Shares.

 

Diversification does not eliminate the risk of experiencing investment loss.

 

Market participants may attempt to reverse engineer a Fund’s trading strategy, which, if successful, could increase opportunities for trading practices that may disadvantage the Funds and their shareholders.

 

The Funds are subject to certain other risks, including, but not limited to, principal investment risk, interest rate risk, active management risk, call risk, reinvestment risk, prepayment risk, credit/default risk, inflation rate and bond duration risk, liquidity risk and market risk, among others. Investing involves risk, including possible loss of principal. Past performance is no guarantee of future results. Gains or losses on a single security may have a greater impact on the Funds. For these and other reasons, there is no guarantee the Funds will achieve their stated objective.

 

Shares are bought and sold at market price (not NAV) and are not individually redeemed from the Funds. Investors may purchase or sell individual shares on an exchange on which they are listed. Market returns are based upon the midpoint of the bid/ask spread at 4:00 p.m. Eastern time (when NAV is normally determined for most ETFs), and do not represent the returns you would receive if you traded shares at other times.

 

The DriveWealth Funds are the property of YieldX Advisers, LLC, DriveWealth, LLC and Red Gate Advisers, LLC. The content of this website is intended for information purposes only. No portion of the content should be considered a solicitation to buy or an offer to sell shares of the fund in any jurisdiction where the solicitation or offer would be deemed unlawful under the securities laws of such jurisdiction.

 

The DriveWealth Funds are distributed by Vigilant Distributors, LLC, member of FINRA and SIPC.

 

Not FDIC Insured • No Bank Guarantee • May Lose Value.

Contacts

Media Contacts
Malea Ritz

BackBay Communications for DriveWealth

drivewealth@backbaycommunications.com
617-391-0775

Lauren Perry

Caliber Corporate Advisers for YieldX

lauren@calibercorporate.com
+1 952.221.4615

Tucker Slosburg

Lyceus Group for The RBB Fund, Inc.

tslosburg@lyceusgroup.com
+1 206.652.3205