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Business

Merck declares record date and dividend for the Organon & Co. spinoff

Merck Announces Effectiveness of the Form 10 Registration Statement for Organon

KENILWORTH, N.J. — (BUSINESS WIRE) — Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced that its board of directors approved the separation of Organon & Co. (Organon), and declared a special dividend distribution of one-tenth of a share of Organon common stock for every Merck common share outstanding as of the close of business on May 17, 2021, the record date for the distribution. The Company also announced that the U.S. Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form 10 filed by Organon. The Form 10 includes information regarding Organon’s business and strategy as well as details on the spinoff, which is expected to be completed on June 2, 2021.

“We are pleased to announce the full details of Organon’s spinoff from Merck, commencing later this month. This spinoff will position Organon as a successful, independent, publicly traded company with a compelling portfolio of important medicines, particularly in women’s health,” said Rob Davis, president, Merck. “Organon will have a significant impact on women’s health around the world, providing benefits to patients and shareholders alike.”

Organon will not issue fractional shares of its common stock in the distribution. Instead, holders of Merck common shares will receive cash in lieu of any fractional shares of Organon common stock that they would otherwise be entitled to. Merck expects the special dividend of Organon stock will be distributed on June 2, 2021.

There is no current market for Organon common stock. The New York Stock Exchange (NYSE) has authorized the listing of Organon common stock under the symbol “OGN”. Organon has been advised that trading in its common stock is expected to begin on a “when issued” basis on May 14, 2021, under the symbol “OGN.WI.” “When issued” trading of Organon common stock will continue until Merck pays the special dividend distribution of Organon common stock on June 2, 2021. Organon “when issued” trades are expected to settle after June 2, 2021, with shares of Organon as a standalone company.

Beginning on May 14, 2021, and continuing through June 2, 2021, Merck expects that common shares of Merck will trade in two markets on the NYSE: “regular-way” under the symbol “MRK” and in the “ex-distribution” market under the symbol “MRK.WI.” Merck shares trading under “MRK” will carry the right to receive shares of Organon through the special dividend distribution. Merck shares trading under “MRK.WI” will not carry the right to receive shares of Organon through the special dividend distribution.

Merck shareholders who sell their shares in the “regular-way” market on or before June 2, 2021, will also be selling their entitlement to receive the Organon special dividend distribution of Organon common stock. Merck shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Merck common shares on or before June 2, 2021.

On June 3, 2021, regular-way trading will commence on the NYSE for Organon under the symbol “OGN” and will continue for Merck under the symbol “MRK.”

About Merck

For 130 years, Merck, known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases in pursuit of our mission to save and improve lives. We demonstrate our commitment to patients and population health by increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront of research to prevent and treat diseases that threaten people and animals – including cancer, infectious diseases such as HIV and Ebola, and emerging animal diseases – as we aspire to be the premier research-intensive biopharmaceutical company in the world. For more information, visit www.merck.com and connect with us on Twitter, Facebook, Instagram, YouTube and LinkedIn.

About Organon

Organon will be a global healthcare company formed through a spinoff from Merck to focus on improving the health of women throughout their lives. It will have a portfolio of more than 60 medicines and products that help address a spectrum of conditions women face. In addition, Organon will pursue opportunities to collaborate with biopharmaceutical innovators looking to commercialize their products by leveraging its scale and presence in fast-growing international markets.

Organon is expected to have a global footprint with significant scale and geographic reach, world-class commercial capabilities, and approximately 10,000 employees with headquarters located in Jersey City, New Jersey.

Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA

This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the “company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements with respect to the company’s plans to spinoff certain of its businesses into an independent company, the timing and structure of such spinoff, the characteristics of the business to be separated, the expected benefits of the spinoff to the company, estimates of future Organon results of operations, the timing of any product launches by Organon and estimates of the markets in which Organon will operate. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to whether the proposed spinoff will be completed on the proposed timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, uncertainties as to the timing of the proposed spinoff; uncertainties as to the status of any required regulatory approvals; the possibility that various conditions to the consummation of the spinoff may not be satisfied; the effects of disruption from the transactions contemplated in connection with the spinoff; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; the impact of the global outbreak of novel coronavirus disease (COVID-19); global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s 2020 Annual Report on Form 10-K, Organon’s Registration Statement on Form 10 (File No. 001-40235) and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

Contacts

Media:

Patrick Ryan

(973) 275-7075

Jess Fine

(908) 740-1707

Investors:

Peter Dannenbaum

(908) 740-1037

Courtney Ronaldo

(908) 740-6132

Categories
Business Science

Datopotamab Deruxtecan late-breaking data at ESMO Breast shows promising preliminary response and disease control in patients with metastatic triple negative breast cancer

  • Oral presentation highlighting first results from TROPION-PanTumor01 in patients with triple negative breast cancer shows preliminary clinical activity

 

TOKYO & MUNICH & BASKING RIDGE, N.J. — (BUSINESS WIRE) — New data from Daiichi Sankyo Company, Limited (hereafter, Daiichi Sankyo) and AstraZeneca’s datopotamab deruxtecan (Dato-DXd), a TROP2 directed DXd antibody drug conjugate (ADC), showed preliminary response and disease control in patients with metastatic triple negative breast cancer (TNBC) with disease progression following standard treatment.

These preliminary data from the TNBC cohort of the TROPION-PanTumor01 phase 1 study were presented as a late-breaking mini oral presentation (Abstract #LBA4) at the 2021 European Society of Medical Oncology (ESMO) Breast Cancer Virtual Congress (#ESMOBreast21).

TNBC accounts for approximately 10 to 15% of breast cancer cases and is associated with higher disease recurrence and worse prognosis compared to other breast cancer subtypes.1,2,3 It is estimated that only 12.2% of patients with metastatic TNBC survive five years and median overall survival is generally less than two years.2,3

The preliminary objective response rate (ORR), assessed by blinded independent central review, was 43% in 21 evaluable patients treated with datopotamab deruxtecan [6 mg/kg (n=19) or 8 mg/kg (n=2)]. Five confirmed complete or partial responses (CR/PRs) were seen, with four additional CR/PRs awaiting confirmation at the time of data cut-off of January 8, 2021. A disease control rate of 95% was observed.

“There are currently limited treatment options for patients with previously treated metastatic triple negative breast cancer, historically a very difficult-to-treat subtype of breast cancer,” said Aditya Bardia, MD, MPH, Director of Breast Cancer Research, Mass General Cancer Center, Harvard Medical School. “These initial safety and efficacy results of datopotamab deruxtecan in patients with triple negative breast cancer are encouraging and warrant further development for patients with breast cancer.”

The safety profile of datopotamab deruxtecan seen in the TNBC cohort is consistent with safety that has been previously reported in the non-small cell lung cancer (NSCLC) cohort of TROPION-PanTumor01. No patients discontinued treatment due to adverse events (AEs); however, dose reductions due to AEs occurred in six patients (25%) and were most commonly due to stomatitis (13%) and mucosal inflammation (8%). Grade 3 or higher treatment emergent adverse events (TEAEs) regardless of causality occurred in 33% of patients. TEAEs grade 3 or higher included stomatitis (13%), fatigue (4%) and anemia (4%) with no grade 3 or higher TEAEs of diarrhea or neutropenia. The most common TEAEs overall in ≥25% of patients were stomatitis, nausea, fatigue, vomiting, and alopecia. No cases adjudicated as drug-related interstitial lung disease (ILD) were observed.

“These preliminary results provide proof-of-concept that targeting TROP2 with datopotamab deruxtecan may be an effective treatment strategy for patients with previously treated metastatic triple negative breast cancer,” said Gilles Gallant, BPharm, PhD, FOPQ, Senior Vice President, Global Head, Oncology Development, Oncology R&D, Daiichi Sankyo. “We are encouraged by the early tumor responses and disease control seen in these patients and we will continue to explore the potential of datopotamab deruxtecan in several types of breast cancer, including triple negative breast cancer.”

“Triple negative breast cancer is known to be particularly aggressive and fast growing, and after treatment the risk of recurrence is faster and higher than in any other breast cancer subgroup,” said Cristian Massacesi, Senior Vice President, Head of Late Stage Development Oncology R&D, AstraZeneca. “The preliminary results for datopotamab deruxtecan in this cohort of pretreated patients are encouraging for this high-potential targeted ADC.”

Patients were treated with a median of four prior lines of therapy (range, 1-9, including prior lines of therapy in the [neo]adjuvant or metastatic setting) with a majority (88%) receiving more than two previous lines of treatment, including a taxane (83%), platinum-based chemotherapy (50%), immunotherapy (33%), sacituzumab govitecan (8%) and a PARP inhibitor (4%). As of data cut-off on January 8, 2021, 75% of patients remained on treatment with datopotamab deruxtecan.

Summary of TROPION-PanTumor01 Results

Efficacy Measure

Total Evaluable in TNBC Cohort (N=21)i, ii

ORR, %iii, iv

43% (n=9)

CR/PR (confirmed)

n=5

CR/PR (pending confirmation)

n=4

DCR, %v

95% (n=20)

PD, %

5% (n=1)

CR, complete response; DCR, disease control rate; ORR, objective response rate; PD, progressive disease; PR, partial response

i Includes response evaluable patients who had ≥1 postbaseline tumor assessment or discontinued treatment. Postbaseline tumor assessments were not yet available for 3 patients at the data cutoff. One patient was not confirmed to have a target lesion per BICR and therefore had a best overall response of non-CR/non-PD.

ii Includes 2 patients that received 8 mg/kg datopotamab deruxtecan prior to selection of the 6-mg/kg dose for dose expansion.

iii Includes patients with a best overall response of CR, PR, stable disease, or non-CR/non-PD.

iv ORR is CR+PR; Responses are confirmed (CRs/PRs; n=5) plus those ongoing CRs/PRs too early to be confirmed (n=4).

v DCR is CR+PR+SD.

About TROPION-PanTumor01

TROPION-PanTumor01 is a first-in-human, open-label, two-part, multicenter phase 1 trial designed to evaluate the safety, tolerability and preliminary efficacy of datopotamab deruxtecan in patients with advanced solid tumors refractory to or relapsed from standard treatment or for whom no standard treatment is available, including NSCLC, TNBC and hormone receptor positive (HR+) breast cancer.

The dose escalation part of the study assessed the safety and tolerability of increasing doses of datopotamab deruxtecan to determine the maximum tolerated dose and/or recommended dose for expansion in patients with unresectable advanced NSCLC. The dose expansion part of the study further assessed the safety and tolerability of datopotamab deruxtecan at selected dose levels (4 mg/kg, 6 mg/kg and 8 mg/kg) in patients with NSCLC. Based on the preliminary efficacy and safety, the 6 mg/kg dose has been identified as the recommended dose for the NSCLC cohort.

The TNBC cohort was added in July 2020 and is currently evaluating patients with metastatic TNBC receiving datopotamab deruxtecan (6 mg/kg) with disease relapse or progression with standard treatment. The HR positive/HER2 negative cohort was added in March 2021 and is currently evaluating patients with metastatic HR positive/HER2 negative breast cancer receiving datopotamab deruxtecan (6 mg/kg) with disease relapse or progression with standard treatment.

Safety endpoints include dose limiting toxicities and serious adverse events. Efficacy endpoints include ORR, DCR, duration of response, time to response, progression-free survival and overall survival. Pharmacokinetic, biomarker and immunogenicity endpoints also are being evaluated.

About TROP2 in Triple Negative Breast Cancer

TROP2 (trophoblast cell-surface antigen 2) is a transmembrane glycoprotein that is overexpressed in several types of solid tumors, including breast cancer.4 Research indicates that high TROP2 expression is associated with cancer cell growth and proliferation and poor patient survival.4,5 While TROP2 is expressed across all breast cancer subtypes, it is overexpressed in approximately 80% of patients with TNBC, making it a promising molecular target for therapeutic development.5

Approximately 10 to 15% of patients with breast cancer are considered triple negative because the tumors test negative for estrogen, progesterone hormone receptors (HRs) and human epidermal growth factor 2 receptor (HER2).1,2,6 An estimated 260,000 new cases of TNBC were reported globally in 2018 with it being more common in younger women and those who are Black.1,2,7 Compared to patients with other breast cancer subtypes, prognosis for patients with metastatic TNBC is generally worse and the disease is more likely to recur following treatment with initial chemotherapy.1,3 Five-year survival of metastatic TNBC is estimated at 12.2% and median overall survival is generally less than two years.2,3

About Datopotamab Deruxtecan (Dato-DXd)

Datopotamab deruxtecan (Dato-DXd) is a TROP2 directed antibody drug conjugate (ADC). Designed using Daiichi Sankyo’s proprietary DXd ADC technology, datopotamab deruxtecan is one of three lead ADCs in the oncology pipeline of Daiichi Sankyo, and one of the most advanced programs in AstraZeneca’s ADC scientific platform.

A comprehensive development program called TROPION is underway globally with trials evaluating the efficacy and safety of datopotamab deruxtecan across multiple solid tumors, including NSCLC, TNBC and HR+ breast cancer. Trials in combination with other anticancer treatments, such as immunotherapy, are also underway.

About the Daiichi Sankyo and AstraZeneca Collaboration

Daiichi Sankyo and AstraZeneca entered into a global collaboration to jointly develop and commercialize datopotamab deruxtecan in July 2020, except in Japan where Daiichi Sankyo maintains exclusive rights. Daiichi Sankyo is responsible for the manufacturing and supply of datopotamab deruxtecan.

About Daiichi Sankyo Cancer Enterprise

The mission of Daiichi Sankyo Cancer Enterprise is to leverage our world-class, innovative science and push beyond traditional thinking to create meaningful treatments for patients with cancer. We are dedicated to transforming science into value for patients, and this sense of obligation informs everything we do. Anchored by our DXd antibody drug conjugate (ADC) technology, our powerful research engines include biologics, medicinal chemistry, modality and other research laboratories in Japan, and Plexxikon Inc., our small molecule structure-guided R&D center in Berkeley, CA. For more information, please visit: www.DSCancerEnterprise.com.

About Daiichi Sankyo

Daiichi Sankyo is dedicated to creating new modalities and innovative medicines by leveraging our world-class science and technology for our purpose “to contribute to the enrichment of quality of life around the world.” In addition to our current portfolio of medicines for cancer and cardiovascular disease, Daiichi Sankyo is primarily focused on developing novel therapies for people with cancer as well as other diseases with high unmet medical needs. With more than 100 years of scientific expertise and a presence in more than 20 countries, Daiichi Sankyo and its 16,000 employees around the world draw upon a rich legacy of innovation to realize our 2030 Vision to become an “Innovative Global Healthcare Company Contributing to the Sustainable Development of Society.” For more information, please visit www.daiichisankyo.com.

__________________________________________

References

1 American Cancer Society. Triple-negative breast cancer. Accessed April 19, 2021.

2 Sharma P. Oncologist. 2016;21:1050-1062.

3 National Cancer Institute. SEER cancer stat facts: female breast cancer subtypes. Accessed April 19, 2021.

4 Goldenberg D, et al. Oncotarget. 2018;9(48): 28989-29006.

5 Zaman S, et al. Onco Targets Ther. 2019;12:1781-1790.

6 Bianchini G, et al. Nat Rev Clin Oncol. 2016;13:674-690.

7 Bray F, et al. CA Cancer J Clin. 2018;68:394-424.

Contacts

Media Contacts:

Global/US:
Victoria Amari

Daiichi Sankyo, Inc.

vamari@dsi.com
+1 908 900 3010 (mobile)

EU:
Lydia Worms

Daiichi Sankyo Europe GmbH

lydia.worms@daiichi-sankyo.eu
+49 (89) 7808751 (office)

+49 176 11780861 (mobile)

Japan:
Masashi Kawase

Daiichi Sankyo Co., Ltd.

kawase.masashi.a2@daiichisankyo.co.jp
+81 3 6225 1126 (office)

Investor Relations Contact:
DaiichiSankyoIR@daiichisankyo.co.jp

Categories
Business Entertainment News

Madison Square Garden Entertainment Corp. and MSG Networks Inc. announce key filing dates and plans to host joint webcast on proposed merger

New York — (BUSINESS WIRE) — Madison Square Garden Entertainment Corp. (“MSG Entertainment”) (NYSE: MSGE) today announced it plans to issue a press release on Friday, May 7, 2021 before the market opens, reporting financial results for its fiscal third quarter ended March 31, 2021. MSG Networks Inc. (“MSG Networks”) (NYSE: MSGN) previously announced it will issue a press release on Friday, May 7, 2021 before the market opens, reporting financial results for its fiscal third quarter ended March 31, 2021.

In addition, MSG Entertainment plans to file a registration statement on Form S-4 that contains a joint proxy statement and prospectus before the market opens on Friday, May 7, 2021 and MSG Entertainment and MSG Networks plan to file a joint investor presentation on the proposed acquisition of MSG Networks by MSG Entertainment on Friday, May 7, 2021.

The companies plan to host a joint webcast on Monday, May 10, 2021 at 4:30 p.m. Eastern Time regarding the proposed acquisition of MSG Networks by MSG Entertainment, moderated by Brandon Ross, Partner and TMT Analyst at LightShed Partners. The event will be available via webcast at investor.msgentertainment.com under the heading “Events & Presentations” and at investor.msgnetworks.com under the heading “Events & Presentations.”

About Madison Square Garden Entertainment Corp.

Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment experiences. The Company presents or hosts a broad array of events in its diverse collection of venues: New York’s Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and Beacon Theatre; and The Chicago Theatre. MSG Entertainment is also building a new state-of-the-art venue in Las Vegas, MSG Sphere at The Venetian, and has announced plans to build a second MSG Sphere in London, pending necessary approvals. In addition, the Company features the original production – the Christmas Spectacular Starring the Radio City Rockettes – and through Boston Calling Events, produces the Boston Calling Music Festival. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Avenue, Beauty & Essex, Cathédrale, Hakkasan and Omnia. More information is available at www.msgentertainment.com.

About MSG Networks Inc.

MSG Networks Inc., a pioneer in sports media, owns and operates two award-winning regional sports and entertainment networks and a companion streaming service that serve the nation’s number one media market, the New York DMA, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania. The networks feature a wide range of compelling sports content, including exclusive live local games and other programming of the New York Knicks, New York Rangers, New York Islanders, New Jersey Devils and Buffalo Sabres, as well as significant coverage of the New York Giants and Buffalo Bills. This content, in addition to a diverse array of other sporting events and critically acclaimed original programming, has established MSG Networks as the gold standard in regional sports.

Additional Information and Where to Find It

This press release may be deemed to be solicitation material in respect of the proposed transaction between MSG Entertainment and MSG Networks. In connection with the proposed transaction, MSG Entertainment and MSG Networks intend to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of MSG Entertainment and MSG Networks that also constitutes a prospectus of MSG Entertainment. MSG Entertainment and MSG Networks may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which MSG Entertainment or MSG Networks may file with the SEC. INVESTORS AND SECURITY HOLDERS OF MSG ENTERTAINMENT AND MSG NETWORKS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the Form S-4 and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by MSG Entertainment and MSG Networks from the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by MSG Entertainment will be made available free of charge on MSG Entertainment’s investor relations website at http://investor.msgentertainment.com. Copies of documents filed with the SEC by MSG Networks will be made available free of charge on MSG Networks’ investor relations website at http://investor.msgnetworks.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

MSG Entertainment, MSG Networks and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of MSG Entertainment and MSG Networks securities in respect of the proposed transaction under the rules of the SEC. Certain information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by MSG Entertainment and MSG Networks. Information regarding MSG Entertainment’s directors and executive officers is available in MSG Entertainment’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on October 27, 2020. Information regarding MSG Networks’ directors and executive officers is available in MSG Networks’ proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on October 21, 2020. These documents will be available free of charge from the sources indicated above.

Forward-Looking Statements

This document contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to, the following factors: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; MSG Entertainment’s and MSG Networks’ ability to effectively manage the impacts of the COVID-19 pandemic and the actions taken in response by governmental authorities and certain professional sports leagues; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with respect to the proposed transaction between MSG Entertainment and MSG Networks or otherwise cause the transaction not to occur; the risk that the conditions to the closing of the proposed transaction between MSG Entertainment and MSG Networks may not be satisfied or waived, including the risk that required approvals from the stockholders of MSG Entertainment and MSG Networks, regulatory clearances and other approvals are not obtained; the risk that the anticipated tax treatment of the proposed transaction between MSG Entertainment and MSG Networks is not obtained; potential litigation relating to the proposed transaction between MSG Entertainment and MSG Networks; uncertainties as to the timing of the consummation of the proposed transaction between MSG Entertainment and MSG Networks; the risk that the proposed transaction disrupts the current business plans and operations of MSG Entertainment or MSG Networks; the ability of MSG Entertainment and MSG Networks to retain and hire key personnel; unexpected costs, charges or expenses resulting from the proposed transaction; potential adverse reactions or changes to the business relationships of MSG Entertainment and MSG Networks resulting from the announcement, pendency or completion of the proposed transaction; financial community and rating agency perceptions of each of MSG Entertainment and MSG Networks and its business, operations, financial condition and the industry in which it operates; strategic or financial benefits or opportunities if the merger is completed; the impact of the merger on the liquidity position or financial flexibility and other potential impacts of the proposed transaction; opportunities related to sports gaming or growth initiatives; and the potential impact of general economic, political and market factors on MSG Entertainment and MSG Networks or the proposed transaction. These risks, as well as other risks associated with the proposed transaction between MSG Entertainment and MSG Networks, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The effects of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of these factors. In addition, future performance and actual results are subject to other risks and uncertainties that relate more broadly to MSG Entertainment’s and MSG Networks’ overall business and financial condition, including those more fully described in MSG Entertainment’s and MSG Networks’ filings with the SEC including their respective Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other SEC filings, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Forward-looking statements speak only as of the date made, and MSG Entertainment and MSG Networks each disclaim any obligation to update or revise any forward-looking statements except as required by applicable law.

Contacts

Kimberly Kerns

EVP and Chief Communications Officer

(212) 465-6442

Ari Danes, CFA

Senior Vice President, Investor Relations & Treasury

(212) 465-6072

Categories
Business

UroGen Pharma to report first quarter 2021 financial results on Thursday, May 13, 2021

Conference Call and Webcast Scheduled for Thursday, May 13, 2021 at 8:30 AM ET

 

PRINCETON, N.J. — (BUSINESS WIRE) — UroGen Pharma Ltd. (Nasdaq: URGN), a biopharmaceutical company dedicated to building and commercializing novel solutions that treat specialty cancers and urologic diseases, today announced that it will report first quarter 2021 financial results on Thursday, May 13, 2021, prior to the open of the market. The announcement will be followed by a live audio webcast and conference call at 8:30 AM Eastern Time.

Audio Webcast

The webcast will be made available on the Investors section of the Company’s website at http://investors.urogen.com. Following the live audio webcast, a replay will be available on the Company’s website for approximately 30 days.

Dial-In Information

Live (U.S. / Canada): (855) 765-5685

Live (International): (615) 247-5916

Confirmation number: 5768352

 

About UroGen Pharma Ltd.

UroGen is a biopharmaceutical company dedicated to building novel solutions that treat specialty cancers and urologic diseases because patients deserve better options. UroGen has developed RTGel™ reverse-thermal hydrogel, a proprietary sustained release, hydrogel-based platform technology that has the potential to improve therapeutic profiles of existing drugs. UroGen’s sustained release technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. UroGen’s first commercial product, and investigational treatment UGN-102 (mitomycin) for intravesical solution for patients with low-grade non-muscle invasive bladder cancer, are designed to ablate tumors by non-surgical means. UroGen is headquartered in Princeton, NJ with operations in Israel. Visit www.urogen.com to learn more or follow us on Twitter, @UroGenPharma.

Contacts

INVESTOR CONTACTS:
Sara Blum Sherman

Head of Investor Relations

investors@urogen.com

Lee Roth

lroth@burnsmc.com
212-213-0006

MEDIA CONTACT:
Eric Van Zanten

Head of Communications

Eric.VanZanten@urogen.com
610-529-6219

Categories
Business Technology

Garden State MLS upgrades to Remine Pro

VIENNA, Va. — (BUSINESS WIRE) — Remine, a leading real estate technology company, announced today that Garden State MLS (GSMLS) will upgrade to the fully featured Remine Pro. GSMLS will offer Remine Pro as a complimentary member benefit to their more than 26,000 valued subscribers in the Northern New Jersey area.

Remine Pro unlocks powerful new features and places key data into the hands of real estate professionals. This innovative tool brings together MLS, public, and people records to increase agent productivity and broker business.

 

“GSMLS is proud to offer Remine Pro to our members,” said Bob Kimpland, Executive Director of GSMLS. “The upgraded features included with Remine Pro furthers our mission to provide GSMLS members with the most advantageous tools that will help to grow their businesses.”

 

“We are excited to enhance our partnership with GSMLS by providing our premier technology, Remine Pro, to its members,” explained Tim Dain, VP and GM of MLS at Remine. “Our mission at Remine is to modernize the real estate industry by providing MLS partners like GSMLS with a robust platform that revolutionizes the real estate journey and assists in developing strategic workflows.”

 

About Remine

Remine is transforming MLS software solutions. We offer a complete MLS 2.0® operating system for MLSs which includes Remine Pro (a full front-end operating system), Add/Edit, Database, and RESO Platinum API solutions. In addition, Remine offers SSO Dashboard, Docs+ Transaction Management, and MLS Website.

 

Remine serves the majority of REALTORS® in the US – over 1,000,000 real estate professionals subscribe via their MLS or Association of REALTORS®. We are headquartered in Northern Virginia with remote employees across the US and in Canada. For more information, visit info.remine.com.

 

Remine is ISO 27001 Certified.

Contacts

Remine Media Relations
Dorothy Modabberi Lewis

dorothy@remine.com
(972) 349-0918

Categories
Business Healthcare

Blair partners with American Nurses Foundation for National Nurses Day on May 6 to give back to nurses

~ Proud to Partner with the American Nurses Foundation to Support the Health and Wellbeing of Nurses

 

WARREN, Pa. — (BUSINESS WIRE) — In honor of all the nurses on the frontlines of the COVID-19 global pandemic, Blair is partnering with the American Nurses Foundation to offer a donation of $1 for every unit sold of our popular Fleece Jacket from May 6, 2021 – May 12, 2021 up to $10,000. From all of us at Blair we want to thank and support current and former nurses for the tremendous sacrifices they make each and every day and even more so in the last year due to the pandemic. Blair has offered everyday essentials tailored to real-life versatility since 1910 and the brand’s bestselling Fleece Jacket provides comfort to those who have provided comfort to so many in our communities.


“Many of our customers are current or former nurses so this truly feels personal to us and we can’t thank them enough for all the hard work and sacrifice they’ve made during this difficult time. We are proud to recognize and give back to those on the front lines helping to battle the ongoing pandemic by partnering with the American Nurses Foundation,” stated Mark Williams, EVP and President of Orchard Brands.

 

Patrick Giblin Development Associate at the American Nurses Foundation said, “This year Nurses Week offers a glimpse of optimism after a year with little time for the traditional celebrations. Our vision is to achieve a healthy world through the power of nursing, and this is more relevant than ever today. Since our founding in 1955 as the research, education, and charitable affiliate of American Nurses Association, we have fought tirelessly to advance the nursing profession in research, education, and clinical while also investing in the wellbeing and success of individual nurses.”

 

Bobby Ferrario, Chief Marketing and Customer Officer at Orchard Brands added “Blair has been committed to the power of community since our founding in 1910, and we are proud to honor our heritage and customers through this partnership. Our donations made on behalf of our customers are just a small way of saying thank you while recognizing their dedication, compassion and devotion to patients during the COVID-19 pandemic.”

 

About Orchard Brands

Orchard Brands is an omni-channel multi-brand portfolio of apparel retailers providing curated lifestyle and fit solutions at a great value through its catalog and eCommerce channels. The portfolio includes four well-established brands, including Blair – established in 1910 in Warren, Pennsylvania (www.blair.com), Haband – established in 1925 in Paterson, New Jersey (www.haband.com), Appleseed’s – established in 1946 in Beverly, Massachusetts (www.appleseeds.com), and Draper’s & Damon’s – established in 1927 in Pasadena, California (www.drapers.com).

 

About Blair

Blair offers women’s and men’s apparel and accessories with a focus on value and style and was established in 1910 in Warren, Pennsylvania where it still resides today. Blair Women’s features on-trend looks in a full range of sizes designed to fit her lifestyle and her budget. Blair Men’s is a resource for updated comfortable classics in extended sizes at affordable prices. Blair is part of the Orchard Brands multi-brand portfolio. Its fashion offerings are available for purchase through its catalogs and online at www.blair.com.

Contacts

Media Contact:
Chris Tukua – SVP, Treasurer and Investor Relations
MR@bluestembrands.com

Categories
Business

AM Best to host IMCA/AM Best Marketing Leader Lunch with Gallagher Bassett’s Dave Gordon

OLDWICK, N.J. — (BUSINESS WIRE) — AM Best will host a joint presentation with the Insurance Marketing & Communications Association (IMCA) on Tuesday, May 11, 2021, at Noon (EDT). In a live, interactive roundtable discussion, Dave Gordon, chief marketing officer at Gallagher Bassett, one of the world’s largest property/casualty third-party claims administrators, will discuss brand alignment strategies and actions marketers can take to protect personal and organizational brands.

Register now: www.ambest.com/webinars/GB

Panelists include:

  • Dave Gordon, chief marketing officer, Gallagher Bassett;
  • Peter van Aartrijk, principal, Aartrijk, and IMCA board member;
  • Lori Chordas, senior associate editor, Best’s Review; and
  • John Weber, senior associate editor, AMBestTV [Moderator].

Attendees can submit questions during registration or by emailing webinars@ambest.com. The event will be streamed in video and audio formats, and playback will be available to registered viewers shortly after the event.

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 Company, Inc. and/or its affiliates. ALL RIGHTS RESERVED.

Contacts

Lee McDonald
Group Vice President, Publication and News Services
+1 908 439 2200, ext. 5561
lee.mcdonald@ambest.com

Categories
Business Technology

Sales officially launch at new iconic address 101 West 14th Street

Developed by Gemini Rosemont; Architecture by Eran Chen of ODA New York

 

NEW YORK — (BUSINESS WIRE) — Gemini Rosemont has just announced the launch of sales for the highly-anticipated luxury residences at 101 West 14th Street, designed by esteemed architecture firm ODA New York with interiors by Whitehall Interiors. 101 West 14th features 44 unique homes, and more than half feature double-height living spaces with spacious terraces that enable indoor/outdoor living and multifaceted views of downtown’s most-desired neighborhoods: Greenwich Village and Chelsea, and beyond. The building offers one- to four-bedroom homes priced from $1.25 million. Ryan Serhant, CEO/Founder of SERHANT. is managing marketing and sales.


Architect Eran Chen, Founding Principal and Executive Director of ODA, designed this one-of-a-kind building with the highest level of execution, craftsmanship, materials and level of detail. The façade consists of a high-end unitized interlocking curtain wall of 18 ft panels of glass and aluminum designed to maximize natural light, fresh air and city views.

“The launch of sales and nearing completion of 101 West 14th emphasizes our belief in the long-term value of New York City real estate and its vibrant future,” says Scott Schubiner, Acquisitions Officer for Gemini Rosemont. “We are thrilled to present these outstanding residences to the market where our world-class team’s commitment to quality and innovation is on full display.”

The exceptional residences at 101 West 14th Street will feature motorized windows and automated concealed shades. The unique large-scale glass panels, manufactured by Custom Metalcrafters Inc., were fabricated in the Province of Treviso located in Italy’s Veneto region. Installing the double-height glass panels required the largest hoist in operation in New York City at the time.

“At 101 West 14th Street, quality of life is not measured in floor area, but in volume. This boutique building offers a tailored experience where every inch has been considered. The windows are arranged in such a way to create depth from the exterior,” says Chen. “Looking out at your surroundings, through the lens of 18 ft triple-paned glass allows residents quiet and solitude and connects you to the city in a different way. We really believe that over time this building will become a new landmark for the 14th Street corridor.”

Other state-of-the-art finishes in the homes include 7” European oak hardwood flooring and Lutron HomeWorks Automation System in select units. Beautifully appointed kitchens boast Waterfall Brazilian marble countertops, full-height marble backsplash, light rift-cut oak wood veneer lower cabinets, champagne satin glass upper cabinets, and bespoke fixtures by Signature Hardware. There are Gaggenau gas cooktops, microwaves, ovens, wine refrigerators, and Bosch dishwashers and appliances. Each residence will have an in-unit Bosch/LG washer and dryer.

Master bathrooms feature Fior Di Bosco marble floor and shower tiles, Byzantine White marble wall tiles, European oak wood veneer cabinetry, Kohler fixtures, and radiant heated floors. Secondary bathrooms will have Fior Di Bosco marble tiles, Kaldewei steel tub with porcelain, porcelain floor, and wall tiles, porcelain vanity, European oak wood veneer cabinetry, and Kohler Fixtures. Powder rooms feature full-height marble wall slabs, floating marble vanity, marble floor tiles, and a stone wall base.

Sitting atop the ground-floor retail space is a suite of luxurious amenities, including a state-of-the-art fitness center, lush courtyard, and residents-only lounge. A furnished roof deck with a sprawling outdoor kitchen is the perfect setting for entertaining.

Chelsea and Greenwich Village are two of Manhattan’s world-renowned neighborhoods combining modern cultural amenities like the Whitney, the High Line and Chelsea Market, with old-world quintessential New York brownstone streets lined with cafes, restaurants and boutiques. 101 West 14th Street is within walking distance of ample green space including Union Square, Washington Square Park, Madison Square Park and Hudson River Park. Connection to every major transit line is easy and a wide range of shops and grocers are nearby.

101 West 14th will have a full-time doorman along with private storage available for purchase. The building is slated for completion in the spring of 2021. For more information, call 646-480-7665, contact 101W14@nestseekers.com or visit: www.101west14th.com.

About Gemini Rosemont

Gemini Rosemont Development is a New York City-based subdivision of Gemini Rosemont that specializes in the ground-up development of premier residential and office properties in primary markets throughout the U.S. Gemini Rosemont Development was launched in 2017 and currently has 300,000 square feet of projects under development, with a total asset value of approximately $500M.

Gemini Rosemont is a vertically integrated real estate investment management company with an existing portfolio of over eight million square feet totaling $1.6 billion in value. Gemini Rosemont selectively targets and analyzes potential investments in top-performing, high-growth technology, creative, and New Economy-centric sub-markets. Since its inception in 1992, Gemini has sponsored 170 investment vehicles and deployed approximately $1.2 billion of equity to purchase over $3 billion of assets. Nationwide, Gemini Rosemont has delivered real estate solutions for approximately 34 million square feet of commercial real estate.

About ODA New York

ODA was founded in 2007 by Eran Chen AIA, Principal and Executive Director, Ryoko Okada, Principal and Director of Interior Architecture, and Christian Bailey, Principal and Project Director. Since its inception, it has quickly emerged as one of the most recognized firms of its generation, promptly establishing a reputation for delivering imaginative and mold-breaking designs. ODA challenges conventional perspectives of dwelling that will, over time, influence life in our cities. Our award-winning team of designers bring expertise in a range of disciplines from landscape and interior design to architecture and master planning. Our team is dedicated to creating a more equitable future through good design.

About Whitehall Interiors

Taking a holistic approach to all design, Whitehall Interiors is a Manhattan-based design firm specializing in interiors and custom furnishings. From luxury residential to commercial and hospitality new construction and renovation projects, they create unique experiences designed to inspire. As an extension of Hill West Architects, the firm takes pride in being knowledgeable through all phases of project development, from conceptual design to construction administration, to deliver high-quality, exceptional spaces for every project. A few past projects include luxury condo 91 Leonard in Manhattan; Queens’ tallest residential building Skyline Tower; and luxury rental PLG in Brooklyn.

About NestSeekers International

Nest Seekers International is a game-changing firm in the rapidly expanding global real estate marketplace. The firm’s hybrid tech & brand enabled model has inspired a new wave of thinking in the industry, and its approach to daring and unconventional marketing has elevated and revolutionized the way people think of real estate. Nest Seekers International continues to expand with 25 offices and more than 1000 team members around the globe. Based in Manhattan, London, Beverly Hills, Brooklyn, Long Island City, The Hamptons, New Jersey, Miami, the Mideast and Asia.

Contacts

Media:

Victoria Shannon

Co-Founder, August PR

victoria@augustprny.com
631.525.3394

Categories
Business Healthcare

Wellsheet appoints Healthcare Veteran Ryan Sadlo to help health systems modernize EHR Systems to address physician burnout

New Vice President of Growth to Accelerate Commercial Operations in the Public and Private Sector

NEWARK, N.J. — (BUSINESS WIRE) — #Cerner—Wellsheet Inc., the company transforming the physician experience with the EHR, announced it has appointed Ryan Sadlo to the newly created position of VP of Growth. Wellsheet is prioritizing national adoption of its predictive workflow platform as health systems, in both the private and public sectors, struggle to reduce physician burnout, which reached unmatched levels during the pandemic. Wellsheet is scaling commercial operations based on the success of existing deployments and new market opportunities and Ryan is leading this effort.


“Wellsheet tackles one of the top challenges facing health systems today, which is reducing physician burnout. Health systems recognize that it is vital to support clinicians on the front-lines and real-time data is key. Wellsheet combines multiple sources of data, including from the EHR, payer, and HIE systems, to provide new insights to physicians. Seamless access to data in real-time improves the quality of care by improving clinical decision support and identifying gaps in care. Ryan understands the EHR market and has the track record to expand Wellsheet’s national footprint. We are delighted to have him lead our growth efforts,” said Craig Limoli, CEO and founder of Wellsheet.

“I am excited to join Wellsheet because it brings much needed innovation to the EHR, through its FHIR-based API integration model. Currently, the amount of time physicians spend with administrative duties is increasing while time spent seeing patients is decreasing. Wellsheet is at the forefront of expanding capabilities for providers at the point of care in a way that’s never been done before. I’ve been incredibly impressed by the Wellsheet product and the team’s ability to quickly advance the offering in response to evolving market needs.”

Ryan has extensive experience building and growing teams to take innovative health IT solutions to both health systems and health plans. Most notably, he led the commercialization of the Podimetrics SmartMat for four years, a remote patient monitoring solution capable of detecting 97% of diabetic foot ulcers five weeks before clinical presentation. During this time, Ryan secured contracts with multiple health systems and health plans, including a national roll-out with the Veterans Health Administration. Ryan holds an MBA from Rice University and is passionate about bridging the gap between the implementation of technology solutions and the realization of value creation for customers.

To learn more:

About Wellsheet

Wellsheet’s predictive clinical workflow platform uses the FHIR API standards to work within an existing EHR to surface the most relevant content for physicians in a view that is contextualized and prioritized for their needs. Its cloud-based predictive workflow is integrated with both Epic and Cerner to reduce a physician’s time in the EHR, lessening physician burnout and improving the quality of patient care. Wellsheet’s SaaS-based offering is deployed in large healthcare providers. Learn more at www.wellsheet.com or follow us on Twitter @Wellsheet_Inc.

Contacts

Mari Mineta Clapp

mari@wellsheet.com

Categories
Business Technology

AeroFarms launches new elevated branding for corporate and retail expansion

AeroFarms Recognized by Fast Company’s World Changing Ideas for 4th Year in a Row

NEWARK, N.J. — (BUSINESS WIRE) — $SV–AeroFarms, a certified B Corporation and leader in indoor vertical farming, today announced a new brand identity for AeroFarms and the rebranding of its Dream Greens® retail brand to AeroFarms®, uniting its mission and activities under one fresh, powerful identify that celebrates its leadership for indoor vertical farming and a brighter future for all.


Since 2004, AeroFarms has been the world trailblazer for technology-enabled controlled environment agriculture and has won over 50 awards for its leadership for innovation, sustainability, and food — including being honored today by Fast Company for its World Changing Ideas for the 4th year in a row. Honoring its legacy as farmers and agriculture innovators, AeroFarms’ mission today is bigger and bolder than ever: to grow the best plants possible for the betterment of humanity, using proprietary aeroponics and indoor vertical farming technologies to solve agriculture’s biggest challenges and grow the most delicious produce for its communities.

The blue and green colors of the new AeroFarms logo represent the core elements of growing – water and plants – as well as AeroFarms’ environmental stewardship of Mother Earth, that includes using up to 95% less water and zero pesticides versus traditional and organic field farming. The unique floating “E” design represents AeroFarms’ expertise in indoor vertical farming and continued work to raise the bar today and for generations to come for agriculture and business overall. Confident and assertive, the lettering is a modern Gotham font in all capitals that is very straightforward with an engineering quality that speaks to AeroFarms’ leadership and science-driven history while still being sophisticated. In essence, the font sensibility reflects AeroFarms’ bold positioning for years to come. AeroFarms’ expertise in plant biology and the broader farming industry is captured further in its new tagline Agriculture, Elevated.™

AeroFarms starts by selecting the most flavorful varietals of microgreens and baby greens, then perfects them in its proprietary indoor vertical farms for optimal quality, yield, color, nutrition, texture, and taste. In fact, AeroFarms has trademarked Vertical Farming, Elevated Flavor™ to highlight to consumers not only where and how their food is grown, but also more importantly, the key growing benefits that AeroFarms uniquely brings to the market, setting a new culinary standard with millions of data points to prove it.

AeroFarms is able to grow its kale to be sweeter and its arugula to be perfectly peppery, and the Company has developed its signature FlavorSpectrum™ to represent the breadth of flavors and hundreds of varieties of leafy greens that it is able to grow. AeroFarms’ team of experts from horticulturists to engineers to data scientists to nutritionists paired each specific tasting note with a representative color to bring the FlavorSpectrum™ philosophy to life. Across its leafy greens packaging line, the cool blue tones represent sweet and mellow notes, while the intense reds represent bold and zesty flavors.

In addition, AeroFarms’ new packaging design for its sealed tray that is made with 40% less plastic than a traditional clamshell, was developed with rounds of primary consumer research and collaboration with key selling partners. The breakthrough packaging design boasts the largest clear window in the entire packaged salads category. As a result, the leafy greens are showcased, allowing the product to be the hero to signal the ultimate in freshness and flavor. Major consumer attributes like sustainably grown indoors, no pesticides ever, locally grown, no washing needed, and non-GMO are highlighted in a clean presentation for the consumer, and AeroFarms’ expertise in flavor is brought to life through its descriptive product tasting notes and its “Taste our Difference” invitation to the consumer. AeroFarms’ leadership in authenticity and transparency (also represented by the clear window) is reinforced by the grown with purpose messaging and by the logo for Certified B Corporation, that provides a scorecard on both environmental and societal factors.

The new elevated AeroFarms branded leafy greens will continue to be available at Northeast Whole Foods Market and ShopRite locations, and online via FreshDirect and Amazon Fresh. Baldor will continue to serve as the brand’s primary retail and food service distribution partner in the Northeast.

“Now more than ever, customers want to have an emotional and values-based connection to their food. They want to know and understand where their food comes from, how it’s grown and what it stands for,” said David Rosenberg, Co-Founder and Chief Executive Officer. “We are excited to rollout the new look of our namesake brand with the same delicious, sustainably grown local greens that consistently win on quality, texture, and flavor. The AeroFarms brand further connects our customers to our team of growers and plant scientists, and our leading sustainable farming technology platform, that yields annual productivity up to 390 times greater than traditional field farming, while using up to 95% less water and zero pesticides.”

AeroFarms also recently announced the groundbreaking of its next commercial indoor vertical farm in Danville-Pittsylvania County, Virginia. AeroFarms’ next-generation Model 5 farm will be the largest and most technologically advanced aeroponic indoor vertical farm in the world. Strategically located in close proximity to more than 1,000 food retailers in the region, the Danville farm will provide access to approximately 50 million people located within a day’s drive. The new farm will advance AeroFarms’ leadership in plant science and technology and expand its leafy greens business to the Mid-Atlantic and South regions.

About AeroFarms

Since 2004, AeroFarms has been leading the way for indoor vertical farming and championing transformational innovation for agriculture. On a mission to grow the best plants possible for the betterment of humanity, AeroFarms is a Certified B Corporation Company with global headquarters in Newark, New Jersey, United States. Named one of the World’s Most Innovative Companies by Fast Company two years in a row and one of TIME’s Best Inventions in Food, AeroFarms patented, award-winning indoor vertical farming technology provides the perfect conditions for healthy plants to thrive, taking agriculture to a new level of precision, food safety, and productivity while using up to 95% less water and no pesticides ever versus traditional field farming. AeroFarms enables local production to safely grow all year round, using vertical farming for elevated flavor. In addition, through its proprietary growing technology platform, AeroFarms has developed multi-year strategic partnerships ranging from government to major Fortune 500 companies to help uniquely solve agriculture supply chain needs. For additional information, visit: https://aerofarms.com/.

On March 26, 2021, AeroFarms announced a definitive business combination agreement with Spring Valley Acquisition Corp. (Nasdaq: SV). Upon the closing of the business combination, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol “ARFM”. Additional information about the transaction can be viewed here: https://aerofarms.com/investors/

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among Spring Valley and AeroFarms or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this presentation, regarding Spring Valley’s proposed acquisition of AeroFarms, Spring Valley’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of AeroFarms and Spring Valley and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AeroFarms and Spring Valley. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the stockholders of Spring Valley or AeroFarms is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to AeroFarms; risks related to the expansion of AeroFarms’ business and the timing of expected business milestones; the effects of competition on AeroFarms’ business; the ability of Spring Valley or AeroFarms to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future, and those factors discussed in Spring Valley’s final prospectus dated November 25, 2020 under the heading “Risk Factors,” and other documents Spring Valley has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor AeroFarms presently know, or that Spring Valley nor AeroFarms currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and AeroFarms’ expectations, plans, or forecasts of future events and views as of the date of this press release. Spring Valley and AeroFarms anticipate that subsequent events and developments will cause Spring Valley’s and AeroFarms’ assessments to change. However, while Spring Valley and AeroFarms may elect to update these forward-looking statements at some point in the future, Spring Valley and AeroFarms specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s and AeroFarms’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

AeroFarms Contacts
Investor Relations:

Jeff Sonnek ICR

Jeff.Sonnek@icrinc.com
1-646-277-1263

Media Relations:

Marc Oshima
AeroFarms

MarcOshima@AeroFarms.com
1-917-673-4602