Bitcoin topped $48,000 per coin after Tesla said that it bought $1.5 billion worth of the digital currency.
— NYT: Top Stories
Bitcoin topped $48,000 per coin after Tesla said that it bought $1.5 billion worth of the digital currency.
— NYT: Top Stories
NEW YORK & CRANBURY, N.J.–(BUSINESS WIRE)–Onyx Enterprises Int’l, Corp. (“Onyx”), owner and operator of a leading digital commerce platform for the automotive market, “CARiD.com,” which has entered into a definitive business combination agreement with Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded special purpose acquisition company (SPAC), today announced that the two companies will participate in a webinar hosted by SPACInsider and ICR on October 22, 2020 at 2:00 p.m. ET.
Learn more and register for the event at:
https://icrinc.zoom.us/webinar/register/1716027793907/WN_rGzbsInrRUaAlE3lb4rxog
Participants in the webinar will include:
With CARiD, Onyx has developed a distinctive proprietary technology platform for digital commerce and fulfillment, relying on insights extracted from nearly 14 billion data points, a physical footprint network comprising over 2,500 shipping locations, nearly 5,000 active brands, and machine-learning algorithms for complex fitment industries such as vehicle parts and accessories. In announcing their definitive business merger agreement with Legacy, Onyx is positioned to accelerate further growth with new cash funding resulting from the business combination as it looks to increase its already significant footprint in the auto aftermarket industry.
Onyx’s proprietary fitment data and algorithms used in CARiD.com and other verticals (such as MOTORCYCLEiD, TRUCKiD, and BOATiD) compiled over the past decade, combined with its substantial investments in artificial intelligence and machine learning, provide online consumers with an enhanced user experience featuring a breadth of offerings and service levels (including search capabilities, training and learning, and provision of data suppliers to enhance their product information), positioning it as a key leader in the already $400+ billion auto aftermarket industry.
The transaction values Onyx at an estimated enterprise value of $331.1 million, which represents a 0.7x EV / 2021E Revenue multiple, a discount to primary publicly-listed peer, PRTS’, EV / 2021E Revenue multiple of 1.2x1 and a 16.9x EV / 2021E Adjusted EBITDA multiple, a discount to PRTS’ EV / 2021E Adjusted EBITDA multiple of 25.1×1. As of June 30, 2020, CARiD was well-capitalized with approximately $45.7 million of cash on the balance sheet. CARiD’s existing common shareholders are rolling 100% of their equity in CARiD, which represents 67.1% of the pro forma company. The transaction is expected to close November 2020.
About Onyx Enterprises Int’l, Corp.
Onyx is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. Onyx was founded in 2008 with a vision of creating a one-stop eCommerce destination for the automotive parts and accessories market. Onyx has since become a market leader and proven brand-builder, fueled by its commitment to delivering a revolutionary shopping experience; comprehensive, accurate and varied product offerings, and continued digital commerce innovation. For more information please visit www.onyx.com and www.carid.com.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017 and its securities are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders. These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s founders and management expectation is that Legacy will serve as a role model for African Americans and other underrepresented business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
About SPACInsider
SPACInsider is a trusted intelligence and analysis provider specializing in the Special Purpose Acquisition Corporation (SPAC) asset class. SPACInsider’s mission is to be the best-in-class source for SPAC information benefiting investors, SPAC teams, bankers and service providers. The company provides comprehensive data covering the SPAC transaction universe, along with detailed analysis and coverage of IPO and acquisition events. SPACInsider is led by Kristi Marvin, a career investment banker with over 15 years of experience in the capital markets, who began working on SPACs in 2005.
About ICR
Established in 1998, ICR partners with companies to execute strategic communications and advisory programs that achieve business goals, build awareness and credibility, and enhance long-term enterprise value. The firm’s highly-differentiated service model, which pairs capital markets veterans with senior communications professionals, brings deep sector knowledge and relationships to more than 650 clients in approximately 20 industries. ICR’s healthcare practice operates under the Westwicke brand (www.westwicke.com). Today, ICR is one of the largest and most experienced independent communications and advisory firms in North America, maintaining offices in New York, Norwalk, Boston, Baltimore, San Francisco, San Diego and Beijing. ICR also advises on capital markets transactions through ICR Capital, LLC. Learn more at www.icrinc.com. Follow us on Twitter at @ICRPR.
Additional Information about the Business Combination and Where to Find It
This communication is being made in respect of the proposed business combination involving Legacy Acquisition Corp. and Onyx Enterprises Int’l, Corp. Legacy Acquisition Corp. has filed a preliminary information statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) and will file a definitive information statement and other documents with the SEC regarding the proposed transaction. A copy of the definitive information statement will also be sent to the stockholders of Legacy Acquisition Corp. Before making any voting or investment decision, investors and security holders of Legacy Acquisition Corp. are urged to carefully read the entire information statement and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Legacy Acquisition Corp. with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive officers may be deemed participants in the solicitation of consents from Legacy’s warrantholders with respect to the proposed amendments (the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017. A list of the names of those directors and executive officers and a description of their interests in Legacy will be contained in Legacy’s definitive consent solicitation statement that will be filed with respect to the Warrant Amendments and are contained in the preliminary consent solicitation statement and in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which were filed with the SEC and are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering 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, or in accordance with an exemption from registration therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements.” Legacy’s and Onyx’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,” “will,” “might,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional,” “opportunities” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the transaction value of the proposed business combination, as well as the anticipated closing date of the transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legacy’s and Onyx’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement, (2) the outcome of any legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the business combination agreement and the transactions contemplated therein; (3) the inability to complete the proposed transaction, including due to the inability to satisfy conditions to closing in the business combination agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed transaction; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally recognized stock exchange on which shares of the Class A common stock are then listed) following the proposed transaction; (7) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (8) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to operate cohesively as a standalone group, grow and manage growth profitably and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the aggregate number of Legacy shares tendered in the tender offer by the holders of Legacy’s Class A common stock in connection with the proposed transaction; (13) disruptions in the economy or business operations of Onyx or its suppliers due to the impact of COVID-19; (14) the outcome of pending legal proceeding with certain Onyx stockholders; (15) potential adjustments to the unaudited non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from time to time in the information statement relating to the proposed transaction, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC, including the Schedule TO that will be filed with the SEC in connection with the transaction. Legacy cautions that the foregoing list of factors is not exclusive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
1 Based on Wall Street analyst consensus estimates as of 10/12/20.
Contacts
Legacy/Investors:
Dawn Francfort / Brendon Frey
ICR
Media:
Keil Decker
ICR
– Innovative mobile sportsbook launches as part of multi-state market access agreement with Penn National Gaming
TORONTO–(BUSINESS WIRE)–$SCR #sportsbetting—Score Media and Gaming Inc. (TSX: SCR) (“theScore” or “the Company”), is pleased to announce that its subsidiary Score Digital Sports Ventures Inc. (“theScore Bet”) has officially launched theScore Bet app (iOS and Android) in Indiana, expanding the reach of its award-winning mobile sportsbook to the Hoosier State. theScore Bet is now live in three states, having recently launched in Colorado and debuting last year in New Jersey.
“This launch comes just weeks after we introduced theScore Bet to fans in Colorado, a huge testament to the best-in-class technology, multi-state infrastructure, and product development team supporting our ongoing expansion,” said John Levy, Founder and CEO of theScore. “Indiana is the first state we’ve launched in under our multi-state market access agreement with Penn National Gaming and we’re excited to showcase our incredible and unique combination of media and gaming to this passionate fan base.”
theScore Bet delivers an immersive and holistic mobile sports betting offering, including a wide range of pre-game and in-play betting across all major sports leagues and events, and a comprehensive variety of bet types. Further, theScore Bet delivers a seamless cross-state experience for sports fans as it expands across the United States via a single mobile app and cutting-edge multi-state wallet functionality.
Indiana sports fans can access theScore Bet’s exciting dual launch offer: Users will receive a $100 Free Bet* by simply making any first bet. Plus, they can also get up to $1,000 in cashback on bets over their first 60 days**.
theScore Bet secured market access to offer mobile sports betting in Indiana via a previously announced multi-state market access framework agreement with Penn National Gaming. theScore leveraged sportsbook platform technology provided by leading U.S. sports betting and iGaming supplier Bet.Works to support its Indiana launch. theScore Bet has utilized a suite of technology and services from Bet.Works since becoming its technology platform partner in 2018.
Last month, theScore Bet was named Best Online Mobile Sports Betting Experience at the Cynopsis Sports Media Awards. For more information about theScore Bet, to download the app, or sign-up for updates on its continued multi-state rollout, visit www.thescore.bet.
*$100 Free Bet: Terms and conditions apply. **1,000 Cashback: Terms and conditions apply. If you or someone you know has a gambling problem and wants help, please visit our Responsible Gaming page for information on help and resources available.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
About Score Media and Gaming Inc.
Score Media and Gaming Inc. empowers millions of sports fans through its digital media and sports betting products. Its media app ‘theScore’ is one of the most popular in North America, delivering fans highly-personalized live scores, News stats, and betting information from their favorite teams, leagues, and players. The Company’s sports betting app ‘theScore Bet’ delivers an immersive and holistic mobile sports betting experience and is currently available to place wagers in New Jersey, Colorado, and Indiana. Publicly traded on the Toronto Stock Exchange (SCR), theScore also creates and distributes innovative digital content through its web, social and esports platforms.
Forward-looking (safe harbour) statement
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as “may”, “would”, “could”, “will”, “believes”, “plans”, “anticipates”, “estimates”, “expects” or “intends” and other similar statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect theScore’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, those which are discussed under the heading “Risk Factors” in the Company’s Annual Information Form as filed with applicable Canadian securities regulatory authorities and available on SEDAR under the Company’s profile at www.sedar.com and elsewhere in documents that theScore files from time to time with such securities regulatory authorities, including its Management’s Discussion & Analysis. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.
Contacts
Dan Sabreen
Director, Communications
Score Media and Gaming Inc.
Tel: 202-321-4195
Email: dan.sabreen@thescore.com
Benjie Levy
President and COO
Score Media and Gaming Inc.
Tel: 416-479-8812 ext. 2284
Email: benjie.levy@thescore.com
The Joint Collaboration Allows ZenFi Networks’ Customers to Leverage Telia Carrier’s #1 Global IP Backbone for Enhanced Deployment Speed, Network Uptime, Resilience and Scalability
STOCKHOLM AND NEW YORK–(BUSINESS WIRE)–Telia Carrier and ZenFi Networks today announced a strategic partnership to deliver enhanced backbone connectivity to wholesale and enterprise customers throughout the New York and New Jersey metro region.
The partnership enables ZenFi Networks to offer expanded digital capabilities across its dense footprint through seamless and cost-efficient connections to all major cloud providers through Telia Carrier’s #1 ranked global IP backbone. The collaboration enhances ZenFi Networks’ footprint outside of the New York City and New Jersey metro region, empowering customers to expand their reach to more than 300 Points of Presence in 120 global markets. The partnership also gives Telia Carrier access to ZenFi Networks’ expansive fiber footprint, spanning more than 1,100 route miles, to provide diverse access to enterprise destinations across New York and New Jersey, a market with one of the world’s densest concentrations of commercial business.
“Like Telia Carrier, ZenFi Networks is focused on the customer experience,” said Rob Pulkownik, Telia Carrier’s Head of Channel Sales. “We’ve found that the core values of the two companies are in alignment. Both organizations focus on the customer with rapid delivery, collaboration and transparency as guiding principles. The complementary nature of ZenFi Networks’ metro NYC footprint and Telia Carrier’s #1 Global IP backbone adds up to a consistently positive experience for our shared customer base.”
“We have had a long-standing relationship with Telia Carrier and are excited for the evolution of our partnership. Our mutual customer-centric values create a collaboration that better serves our customers,” said Walter Cannon, Vice President of Business Development at ZenFi Networks. “Telia Carrier’s expanded global reach compliments ZenFi Networks’ ability to offer enhanced solutions and services to our channel partners, our wholesale customers, and enterprise businesses within and beyond our regional footprint.”
The collaboration leverages both firms’ technology and infrastructure to ensure quick deployments, to increase scalability and reduce downtime while delivering unique diversity and high levels of resilience for an extremely dependable network experience.
About Telia Carrier
Telia Carrier solves global connectivity challenges for multinational enterprises whose businesses rely on digital infrastructure. On top of the world’s #1 ranked IP backbone and a unique ecosystem of cloud and network service providers, we provide an award-winning customer experience to customers in 120 countries worldwide. Our global Internet services connect more than 700 cloud, security and content providers with low latency. For further resilience, our private Cloud Connect service connects directly to Amazon Web Services, Microsoft Azure, Google Cloud, IBM Cloud and Oracle cloud across North America, Europe, and Asia. Discover more at teliacarrier.com, and follow us on LinkedIn and Twitter.
About ZenFi Networks
ZenFi Networks is an innovative communications infrastructure company focused on enabling fiber optic network, network edge colocation and wireless siting solutions in the NY-NJ metro region. As the area’s most experienced communications infrastructure builders, ZenFi Networks has an unparalleled reputation for efficiently architecting and delivering solutions that enable Mobile Network Operators, Wholesale Telecommunications Providers and Large Enterprise clients. With its purpose-built C-RAN infrastructure, ZenFi Networks is at the forefront of network architecture innovation and a critical part of the mobile and wholesale telecommunications ecosystems in one of the biggest, most important markets in the world. For more information, please visit: www.zenfi.com.
Contacts
Media contact for Telia Carrier:
Jeannette Bitz
Engage PR
+1 510.295.4972
Media Contact for ZenFi Networks:
Ilissa Miller
iMiller Public Relations
Tel: +1 866 307 2510
~ Second Quarter Net Sales of $88.5 million ~
~ Second Quarter Loss Per Share of ($0.28), or ($0.07) Excluding Restructuring Plan and Other Items ~
~ Ends Second Quarter with Cash of $170 million ~
~ Announces Licensing Partnership with Calvin Klein ~
PARAMUS, N.J.–(BUSINESS WIRE)–Movado Group, Inc. (NYSE: MOV) today announced second quarter and six-month results for the period ended July 31, 2020.
Efraim Grinberg, Chairman and Chief Executive Officer, stated, “We remain focused on ensuring the safety and health of our employees, customers and the communities where we operate. In a quarter that was significantly impacted globally by the COVID-19 pandemic, I am proud of our team’s ability to build on our multi-year investments in our digital center of excellence and adapt to support our ongoing mission to put consumers first, allowing them to connect with our great brands, designs and platforms wherever and whenever they choose to shop. These efforts allowed us to capture strong online demand where our Movado brand generated a 130% increase in our own and third party ecommerce sales. In North America, we reopened our outlet stores in June and were encouraged by the improved sequential performance in July, despite reduced stores hours. We are also seeing encouraging demand in our domestic department store channel. In China, we had a 16% increase in sales for the quarter with trends continuing to accelerate and we had positive top line growth in France and Germany, despite our customers being closed for nearly half of the quarter.”
Mr. Grinberg continued, “The aggressive actions we took at the height of the pandemic have positioned us well to continue to navigate the current environment. We have implemented initiatives that are expected to generate $90 million in cost savings in this fiscal year and have strengthened our financial health as evidenced by our cash balance of $170 million after repaying $37 million on our revolver at quarter end. As we look to the remainder of the year, we continue to expect improving sales trends in the second half relative to the first half with improved profitability and we will continue to be disciplined and agile in managing the business given the continued uncertainty. The actions we have taken, combined with our strong liquidity, enable us to leverage our powerful portfolio of brands which will be further strengthened by the exciting new licensing partnership announced today to design and develop Calvin Klein timepieces and jewelry. As a result, we have confidence that we will emerge from this extraordinary period a stronger company that is even better positioned to deliver long-term shareholder value.”
Non-GAAP Items (See attached table for GAAP and Non-GAAP measures)
Second quarter fiscal 2021 results of operations included the following items:
Second quarter Fiscal 2020 results of operations included the following items:
Second Quarter Fiscal 2021 (See attached table for GAAP and Non-GAAP measures)
First Half Fiscal 2021 (See attached table for GAAP and Non-GAAP measures)
Fiscal 2021 Outlook
Given the dynamic nature of the COVID-19 crisis and lack of visibility, the potential financial impact to the business cannot be reasonably estimated. The Company is not providing fiscal 2021 guidance.
Conference Call
The Company’s management will host a conference call and audio webcast to discuss its results today, August 27, 2020 at 9:00 a.m. Eastern Time. The conference call may be accessed by dialing (877) 407-0784. Additionally, a live webcast of the call can be accessed at www.movadogroup.com. The webcast will be archived on the Company’s website approximately one hour after the conclusion of the call. Additionally, a telephonic re-play of the call will be available at 12:00 p.m. ET on August 27, 2020 until 11:59 p.m. ET on September 10, 2020 and can be accessed by dialing (844) 512-2921 and entering replay pin number 13708469.
Movado Group, Inc. designs, sources, and distributes MOVADO®, MVMT®, OLIVIA BURTON®, EBEL®, CONCORD®, COACH®, TOMMY HILFIGER®, HUGO BOSS®, LACOSTE®, SCUDERIA FERRARI®, REBECCA MINKOFF® and URI MINKOFF® watches worldwide, and operates Movado company stores in the United States and Canada.
In this release, the Company presents certain financial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”). Specifically, the Company is presenting adjusted gross profit, adjusted gross margin, adjusted operating expenses and adjusted operating income, which are gross profit, gross margin, operating expenses and operating income, respectively, under GAAP, adjusted to eliminate the amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions, corporate initiatives and the impairment of goodwill and certain intangible assets. The Company is also presenting adjusted tax provision, which is the tax provision under GAAP, adjusted to eliminate the impact of charges for the Olivia Burton and MVMT acquisitions, corporate initiatives, the impairment of goodwill and certain intangible assets and the gain on sale of a non-operating asset. The Company believes these adjusted measures are useful because they give investors information about the Company’s financial performance without the effect of certain items that the Company believes are not characteristic of its usual operations. The Company is also presenting adjusted net income, adjusted earnings per share and adjusted effective tax rate, which are net income, earnings per share and effective tax rate, respectively, under GAAP, adjusted to eliminate the after-tax impact of amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions, corporate initiatives, the impairment of goodwill and certain intangibles and the gain on sale of a non-operating asset. The Company believes that adjusted net income, adjusted earnings per share and adjusted effective tax rate are useful measures of performance because they give investors information about the Company’s financial performance without the effect of certain items that the Company believes are not characteristic of its usual operations. Additionally, the Company is presenting constant currency information to provide a framework to assess how its business performed excluding the effects of foreign currency exchange rate fluctuations in the current period. Comparisons of financial results on a constant dollar basis are calculated by translating each foreign currency at the same US dollar exchange rate as in effect for the prior-year period for both periods being compared. The Company believes this information is useful to investors to facilitate comparisons of operating results. These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release. The non-GAAP financial measures presented should not be considered in isolation from or as a substitute for the comparable GAAP financial measures, and the methods of their calculation may differ substantially from similarly titled measures used by other companies.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as “expects,” “anticipates,” “believes,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “should” and variations of such words and similar expressions. Similarly, statements in this press release that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, performance or achievements and levels of future dividends to differ materially from those expressed in, or implied by, these statements. These risks and uncertainties may include, but are not limited to general economic and business conditions which may impact disposable income of consumers in the United States and the other significant markets (including Europe) where the Company’s products are sold, uncertainty regarding such economic and business conditions, trends in consumer debt levels and bad debt write-offs, general uncertainty related to possible terrorist attacks, natural disasters, pandemics, including the effect of the COVID-19 pandemic and other diseases on travel and traffic in our retail stores and the stores of our wholesale customers, supply disruptions and delivery delays from our Chinese and other suppliers as a result of the COVID-19 pandemic, adverse impact on the Company’s wholesale customers and customer traffic in the Company’s stores as a result of increased uncertainty and economic disruption caused by the COVID-19 pandemic, the stability of the European Union (including the impact of the United Kingdom’s process to exit from the European Union), the stability of the United Kingdom after its exit from the European Union, and defaults on or downgrades of sovereign debt and the impact of any of those events on consumer spending, changes in consumer preferences and popularity of particular designs, new product development and introduction, decrease in mall traffic and increase in e-commerce, the ability of the Company to successfully implement its business strategies, competitive products and pricing, the impact of “smart” watches and other wearable tech products on the traditional watch market, seasonality, availability of alternative sources of supply in the case of the loss of any significant supplier or any supplier’s inability to fulfill the Company’s orders, the loss of or curtailed sales to significant customers, the Company’s dependence on key employees and officers, the ability to successfully integrate the operations of acquired businesses without disruption to other business activities, the possible impairment of acquired intangible assets including goodwill if the carrying value of any reporting unit were to exceed its fair value, volatility in reported earnings resulting from changes in the estimated fair value of contingent acquisition consideration, the continuation of the company’s major warehouse and distribution centers, the continuation of licensing arrangements with third parties, losses possible from pending or future litigation, the ability to secure and protect trademarks, patents and other intellectual property rights, the ability to lease new stores on suitable terms in desired markets and to complete construction on a timely basis, the ability of the Company to successfully manage its expenses on a continuing basis, information systems failure or breaches of network security, the continued availability to the Company of financing and credit on favorable terms, business disruptions, and general risks associated with doing business outside the United States including, without limitation, import duties, tariffs (including retaliatory tariffs), quotas, political and economic stability, changes to existing laws or regulations, and success of hedging strategies with respect to currency exchange rate fluctuations, and the other factors discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. These statements reflect the Company’s current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time. The Company assumes no duty to update its forward looking statements and this release shall not be construed to indicate the assumption by the Company of any duty to update its outlook in the future.
(Tables to follow)
MOVADO GROUP, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended |
|
Six Months Ended |
||||||||||||||
July 31, |
|
July 31, |
||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
2020 |
|
|
|
2019 |
|
|
|
2020 |
|
|
|
2019 |
|
||
Net sales |
$ |
88,538 |
|
$ |
157,816 |
|
$ |
158,204 |
|
$ |
304,365 |
|
||||
Cost of sales |
|
43,182 |
|
|
72,477 |
|
|
80,955 |
|
|
140,153 |
|
||||
Gross profit |
|
45,356 |
|
|
85,339 |
|
|
77,249 |
|
|
164,212 |
|
||||
Operating expenses |
|
54,272 |
|
|
76,563 |
|
|
112,409 |
|
|
150,462 |
|
||||
Impairment of goodwill and intangible assets |
|
– |
|
|
– |
|
|
155,919 |
|
|
– |
|
||||
Total operating expenses |
|
54,272 |
|
|
76,563 |
|
|
268,328 |
|
|
150,462 |
|
||||
Operating (loss)/income |
|
(8,916 |
) |
|
8,776 |
|
|
(191,079 |
) |
|
13,750 |
|
||||
Non-operating (expense)/income: | ||||||||||||||||
Gain on sale of a non-operating asset |
|
1,317 |
|
|
– |
|
|
1,317 |
|
|
– |
|
||||
Change in contingent consideration |
|
– |
|
|
13,627 |
|
|
– |
|
|
13,627 |
|
||||
Interest expense |
|
(590 |
) |
|
(225 |
) |
|
(861 |
) |
|
(449 |
) |
||||
Interest income |
|
8 |
|
|
24 |
|
|
23 |
|
|
45 |
|
||||
(Loss)/Income before income taxes |
|
(8,181 |
) |
|
22,202 |
|
|
(190,600 |
) |
|
26,973 |
|
||||
(Benefit)/Provision for income taxes |
|
(1,559 |
) |
|
4,741 |
|
|
(33,889 |
) |
|
5,588 |
|
||||
Net (loss)/income |
|
(6,622 |
) |
|
17,461 |
|
|
(156,711 |
) |
|
21,385 |
|
||||
Less: Net loss attributable to noncontrolling interests |
|
(7 |
) |
|
(44 |
) |
|
(103 |
) |
|
(45 |
) |
||||
Net (loss)/income attributable to Movado Group, Inc. |
$ |
(6,615 |
) |
$ |
17,505 |
|
$ |
(156,608 |
) |
$ |
21,430 |
|
||||
Diluted Income Per Share Information | ||||||||||||||||
Net (loss)/income attributable to Movado Group, Inc. |
$ |
(0.28 |
) |
$ |
0.75 |
|
$ |
(6.75 |
) |
$ |
0.92 |
|
||||
Weighted diluted average shares outstanding |
|
23,240 |
|
|
23,292 |
|
|
23,191 |
|
|
23,370 |
|
||||
MOVADO GROUP, INC. | |||||||||
GAAP AND NON-GAAP MEASURES | |||||||||
(In thousands, except for percentage data) | |||||||||
(Unaudited) | |||||||||
As Reported |
|
|
|||||||
Three Months Ended |
|
|
|||||||
July 31, |
|
% Change |
|||||||
|
|
|
|
|
|||||
2020 |
|
2019 |
|
|
|||||
Total net sales, as reported |
$ |
88,538 |
$ |
157,816 |
-43.9 |
% |
|||
Total net sales, constant dollar basis |
$ |
88,461 |
$ |
157,816 |
-43.9 |
% |
|||
As Reported |
|||||||||
Six Months Ended |
|||||||||
July 31, |
% Change |
||||||||
|
|
|
|||||||
2020 |
|
2019 |
|||||||
Total net sales, as reported |
$ |
158,204 |
$ |
304,365 |
-48.0 |
% |
|||
Total net sales, constant dollar basis |
$ |
158,813 |
$ |
304,365 |
-47.8 |
% |
|||
MOVADO GROUP, INC. | ||||||||||||||||||||||||||
GAAP AND NON-GAAP MEASURES | ||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||
Net Sales |
|
Gross Profit |
|
Operating (Loss)/Income |
|
Pre-tax (Loss)/Income |
|
(Benefit)/Provision for Income Taxes |
|
Net (Loss)/Income Attributable to Movado Group, Inc. |
|
Diluted EPS |
||||||||||||||
Three Months Ended July 31, 2020 | ||||||||||||||||||||||||||
As Reported (GAAP) |
$ |
88,538 |
$ |
45,356 |
$ |
(8,916 |
) |
$ |
(8,181 |
) |
$ |
(1,559 |
) |
$ |
(6,615 |
) |
$ |
(0.28 |
) |
|||||||
Olivia Burton Costs (1) |
|
– |
|
– |
|
671 |
|
|
671 |
|
|
139 |
|
|
532 |
|
$ |
0.02 |
|
|||||||
MVMT Costs (2) |
|
– |
|
– |
|
284 |
|
|
284 |
|
|
108 |
|
|
176 |
|
$ |
0.01 |
|
|||||||
Gain On Sale of a Non-Operating Asset (3) |
|
– |
|
– |
|
– |
|
|
(1,317 |
) |
|
(474 |
) |
|
(843 |
) |
$ |
(0.04 |
) |
|||||||
Corporate Initiatives (4) |
|
– |
|
– |
|
7,368 |
|
|
7,368 |
|
|
2,353 |
|
|
5,015 |
|
$ |
0.22 |
|
|||||||
Adjusted Results (Non-GAAP) |
$ |
88,538 |
$ |
45,356 |
$ |
(593 |
) |
$ |
(1,175 |
) |
$ |
567 |
|
$ |
(1,735 |
) |
$ |
(0.07 |
) |
|||||||
Three Months Ended July 31, 2019 | ||||||||||||||||||||||||||
As Reported (GAAP) |
$ |
157,816 |
$ |
85,339 |
$ |
8,776 |
|
$ |
22,202 |
|
$ |
4,741 |
|
$ |
17,505 |
|
$ |
0.75 |
|
|||||||
Olivia Burton Costs (1) |
|
– |
|
– |
|
690 |
|
|
690 |
|
|
131 |
|
|
559 |
|
|
0.02 |
|
|||||||
MVMT Costs (2) |
|
– |
|
– |
|
1,125 |
|
|
1,125 |
|
|
270 |
|
|
855 |
|
|
0.04 |
|
|||||||
Change In Contingent Consideration (5) |
|
– |
|
– |
|
– |
|
|
(13,627 |
) |
|
(3,270 |
) |
|
(10,357 |
) |
|
(0.44 |
) |
|||||||
Cost Savings Initiatives (6) |
|
– |
|
– |
|
(320 |
) |
|
(320 |
) |
|
(77 |
) |
|
(243 |
) |
|
(0.01 |
) |
|||||||
Adjusted Results (Non-GAAP) |
$ |
157,816 |
$ |
85,339 |
$ |
10,271 |
|
$ |
10,070 |
|
$ |
1,795 |
|
$ |
8,319 |
|
$ |
0.36 |
|
|||||||
Net Sales | Gross Profit | Operating (Loss)/Income |
Pre-tax (Loss)/Income |
(Benefit)/Provision for Income Taxes |
Net (Loss)/Income Attributable to Movado Group, Inc. |
Diluted EPS | ||||||||||||||||||||
Six Months Ended July 31, 2020 | ||||||||||||||||||||||||||
As Reported (GAAP) |
$ |
158,204 |
$ |
77,249 |
$ |
(191,079 |
) |
$ |
(190,600 |
) |
$ |
(33,889 |
) |
$ |
(156,608 |
) |
$ |
(6.75 |
) |
|||||||
Olivia Burton Costs (1) |
|
– |
|
– |
|
1,356 |
|
|
1,356 |
|
|
258 |
|
|
1,098 |
|
$ |
0.05 |
|
|||||||
MVMT Costs (2) |
|
– |
|
– |
|
981 |
|
|
981 |
|
|
373 |
|
|
608 |
|
$ |
0.03 |
|
|||||||
Goodwill and Intangible Asset Impairment (7) |
|
– |
|
– |
|
155,919 |
|
|
155,919 |
|
|
24,867 |
|
|
131,052 |
|
$ |
5.65 |
|
|||||||
Gain On Sale of a Non-Operating Asset (3) |
|
– |
|
– |
|
– |
|
|
(1,317 |
) |
|
(474 |
) |
|
(843 |
) |
$ |
(0.04 |
) |
|||||||
Corporate Initiatives (4) |
|
– |
|
3,508 |
|
14,608 |
|
|
14,608 |
|
|
4,592 |
|
|
10,016 |
|
$ |
0.43 |
|
|||||||
Adjusted Results (Non-GAAP) |
$ |
158,204 |
$ |
80,757 |
$ |
(18,215 |
) |
$ |
(19,053 |
) |
$ |
(4,273 |
) |
$ |
(14,677 |
) |
$ |
(0.63 |
) |
|||||||
Six Months Ended July 31, 2019 | ||||||||||||||||||||||||||
As Reported (GAAP) |
$ |
304,365 |
$ |
164,212 |
$ |
13,750 |
|
$ |
26,973 |
|
$ |
5,588 |
|
$ |
21,430 |
|
$ |
0.92 |
|
|||||||
Olivia Burton Costs (1) |
|
– |
|
– |
|
1,402 |
|
|
1,402 |
|
|
266 |
|
|
1,136 |
|
|
0.05 |
|
|||||||
MVMT Costs (2) |
|
– |
|
140 |
|
2,598 |
|
|
2,598 |
|
|
624 |
|
|
1,974 |
|
|
0.08 |
|
|||||||
Change In Contingent Consideration (5) |
|
– |
|
– |
|
– |
|
|
(13,627 |
) |
|
(3,270 |
) |
|
(10,357 |
) |
|
(0.44 |
) |
|||||||
Cost Savings Initiatives (6) |
|
– |
|
– |
|
(320 |
) |
|
(320 |
) |
|
(77 |
) |
|
(243 |
) |
|
(0.01 |
) |
|||||||
Adjusted Results (Non-GAAP) |
$ |
304,365 |
$ |
164,352 |
$ |
17,430 |
|
$ |
17,026 |
|
$ |
3,131 |
|
$ |
13,940 |
|
$ |
0.60 |
|
|||||||
Contacts
ICR, Inc.
Rachel Schacter/Allison Malkin
203-682-8200
Industry giant will continue to leverage its proprietary online virtual platform and technology through at least March 2021
CRANBURY, N.J.–(BUSINESS WIRE)–#CME–MJH Life Sciences™ confirmed today that all conferences, satellite symposia, award programs and educational programming produced by the privately owned health care media company will take place in virtual format through March 2021.
From the start of the COVID-19 pandemic, MJH Life Sciences™ has adapted existing events and developed new programs to provide timely, critical health care information and education wherever clinicians are.
“Because of our state-of-the-art in-house studio and technology platforms, we were able to pivot successfully to virtual programming right from the start of the COVID-19 lockdown,” said Mike Hennessy Jr., president, and CEO of MJH Life Sciences™. “Events and education are key pillars of how we deliver on our mission to help health care professionals improve quality of life. So, we have taken great care to ensure we are delivering the greatest value, content, and accessibility, all while remaining comfortable and safe. The further upside of our decision is that even more people will be able to experience our events and continuing education without having to decide whether travel is safe enough for them – plus it will help us deliver value to and continue to build our growing global presence.”
Since March, MJH has hosted more than 600 virtual events in various formats, with a combined attendance of over 200,000 health care professionals. Most recently, MJH produced the widely attended and highly rated “COVID-19: A Race for a Vaccine” webinar to help provide clarity and insight about current clinical trials and to address questions regarding distribution of potential COVID-19 vaccines.
The experience gained and lessons learned from producing hundreds of virtual events over the past 4+ months have resulted in knowledge and understanding that will help MJH continue to optimize and perfects its future events. Upcoming large-scale virtual events include Fetch dvm360® Conference, Pharmacy Benefit Management Institute’s 26th Annual National Conference, Physicians’ Education Resource® (PER®), Chemotherapy Foundation Symposium (CFS®), Miami Breast Cancer Conference®, and PTCE’s legacy Directions in Oncology Pharmacy™ and Directions in Pharmacy® spring conference series.
About MJH Life Sciences™
MJH Life Sciences™ is the largest privately held, independent, full-service medical media company in North America dedicated to delivering trusted health care news across multiple channels, providing health care professionals with the information and resources they need to optimize patient outcomes. MJH Life Sciences™ combines the reach and influence of its powerful portfolio of digital and print product lines, live events, educational programs and market research with the customization capabilities of a boutique firm. Clients include world-leading pharmaceutical, medical device, diagnostic and biotech companies. For more information, visit https://www.mjhlifesciences.com/.
Contacts
MJH Life Sciences™ Media Contact
Alexandra Ventura, 609-716-7777, ext. 121
PISCATAWAY TOWNSHIP, N.J.–(BUSINESS WIRE)–#IoT—Swittons, a P360 company, today announced a new line of Internet of Things (IoT) enabled smart devices built specifically for pharmaceutical labs. The fully customizable devices align with strategic Lab of the Future (LoTF) initiatives and help automate various laboratory workflows between people and existing digital lab equipment, systems and solutions. Built on an agile technology platform, Swittons devices are easy to deploy within pharmaceutical laboratories of all types.
“There are profound changes taking place in the area of life science research and development,” stated Swittons CEO and Founder Anupam Nandwana. “Driven by technological advances and the development of precision medicines, these modernization initiatives are designed to propel laboratory efficiencies into the future, allowing scientists to spend more time on science. This has changed the very concept of what the lab is, and Swittons is a key part of that evolution.”
The Swittons software platform is designed to provide life sciences companies with a modern, flexible user interface that not only integrates with other systems, but other IoT devices as well. This flexibility gives labs the power to create their own LoTF, configured in the way that works best for their specific use case. This means Swittons devices can be uniquely programmed, even within an individual laboratory, so end users aren’t forced into workflows that don’t fit their job function. In addition, the devices take up very little desk space, so they are conveniently available and work seamlessly within individual work styles.
Swittons devices are designed to be compatible with existing IT systems and integrate with lab support platforms and services such as LIMS, eDOC and ticketing systems. Swittons also features a powerful backend portal and reporting system, where administrators can view user CLICKS in one convenient location. The devices are even able to trigger phone and video calls via a built-in integration with Microsoft Teams.
Each Swittons device can be custom branded, and programmed for a wide range of laboratory scenarios. In pharmaceutical lab settings, Swittons fills the gap between the scientist and the lab by automating functions such as:
Swittons is built on Microsoft Azure, and each device comes out of the box ready and automatically connects through a Wi-Fi or GSM cellular connection. More information about Swittons for LoTF initiatives is available HERE.
Swittons is powered by the technology and expertise developed by P360. Delivering a 360-view through the pharma physician, laboratory and patient ecosystem, P360 designs and deploys capabilities that ensure the highest efficiencies and returns on sales operations, data management, clinical trials, patient centricity and IoT innovation. To learn more about P360, visit P360.com.
About Swittons
Based in Piscataway Township, New Jersey, and powered by P360, Swittons is an end-to-end enterprise IoT solution for commercial acceleration. From dashboard to device to data, Swittons powers seamless engagement. Swittons for physicians and pharma is changing everything about how businesses communicate. To learn more, visit Swittons.com.
Contacts
Brian Fitzgerald
Brian.Fitzgerald@P360.com
808-754-0437
BankMobile is one of the largest digital banking platforms in the country with over 2 million accounts
BankMobile Management to Lead Combined Company
MFAC has Binding Commitments for a $20 Million Private Placement for the Business Combination
Transaction Enterprise Value of $140 Million
Investor Calls on Thursday August 6th: MFAC and BankMobile Technologies at 2pm; Customers Bancorp at 4pm
NEW YORK–(BUSINESS WIRE)–$CUBI #fintech–BankMobile Technologies, a subsidiary of Customers Bank (NYSE: CUBI), and one of America’s largest digital banking platforms, and Megalith Financial Acquisition Corp (NYSE: MFAC) (“MFAC”), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement. Upon closing of the transaction, the combined company (the “Company”) will operate as BM Technologies Inc. and expects to be listed on the NYSE. The transaction reflects an enterprise value for the Company of $140 million. All BMT serviced deposits and loans will remain at Customers Bank immediately after the closing of the transaction. Upon the closing of the transaction, BM Technologies will be a financial technology company bringing banks and business partners together through its digital banking platform.
With over 2 million accounts, BankMobile Technology, Inc. (“BMT” or “BankMobile”) is one of the largest digital banking platforms in the country. Launched in January 2015, BankMobile’s mission has been to provide a compliant, mobile-first banking experience that is simple, affordable, and consumer-friendly. Named “Most Innovative Bank” by LendIt in 2019, BankMobile’s B2B2C Go-To-Market-Strategy leverages a multi-partner distribution model to generate high volume, low cost, customer acquisitions.
Today, BankMobile provides its Banking-as-a-Service (“BaaS”) platform to colleges and universities through BankMobile Disbursements, which reaches approximately one in every three college students in the country. Additionally, BankMobile recently announced the execution of an agreement with Google to introduce digital bank accounts, which will be available to its customers. BankMobile has also expanded its White-Label strategy most recently with T-Mobile for the launch of T-Mobile MONEY.
“We are thrilled to partner with MFAC to become a public company. In an era when digital banking continues to expand, we look forward to building our business over the coming years and taking advantage of all strategic opportunities,” said BankMobile CEO Luvleen Sidhu.
A.J. Dunklau, CEO of MFAC said, “There has been rapid growth of digital banking platforms, or neobanks, as many customers search for less burdensome access to banking services. We believe that BankMobile’s approach to collaborate with distribution partners and partner banks, positions it well to continue to grow as an increasing number of non-banks are looking to offer financial services to their existing customers. Accordingly, we believe that the opportunity to bring BankMobile to the public markets as a stand-alone company is highly attractive.”
BankMobile Highlights
Transaction Summary
The business combination transaction reflects an enterprise value for the Company of approximately $140 million. Customers Bank is to receive approximately $97 million in consideration comprised of cash, stock in the Company, and approximately $10 million in value attributed to a new technology license with BMT, with the total consideration subject to potential adjustment based on certain factors described in the merger agreement for the business combination (the “Merger Agreement”). In addition, at the closing, Customers Bank may be repaid a portion of the $40 million debt owed to it by BMT with the new Company assuming any unpaid debt. MFAC has received binding commitments of approximately $20 million for a common stock private placement, which commitments exceed the minimum cash closing condition required by the Merger Agreement. MFAC’s sponsor entity will forfeit the vast majority of its founder shares at the closing of the Transactions. The cash component of the consideration will be funded by a portion of MFAC’s cash in trust as well as a private placement from institutional investors and MFAC’s sponsor that will close concurrently with the closing of the business combination, in addition to BankMobile’s cash on its balance sheet in excess of an agreed upon cash reserve. The balance of the consideration will consist of shares of common stock in the combined Company, each to be valued at $10.38 per share. Customers Bank is expected to remain the largest investor in the Company by rolling over significant equity into the combined Company. Customers Bank will be subject to a standard lock-up period, but plans to reduce its ownership stake in BM Technologies gradually after the closing of the transaction.
In light of the relationship between MFAC’s sponsor and certain officers and directors of BankMobile’s ultimate parent entity Customers Bankcorp Inc. (“CUBI”), both MFAC and CUBI appointed special committees consisting of independent directors with full access to counsel and financial advisors. The special committees of each party reviewed this transaction and made unanimous recommendations to their respective boards of directors for approval.
The transaction is structured as a forward subsidiary merger, whereby BankMobile will merge with a newly-formed subsidiary of MFAC, with MFAC’s merger subsidiary continuing as the surviving entity and a wholly-owned subsidiary of MFAC. At the closing of the transaction, MFAC will change its name to BM Technologies.
The business combination and related equity financing (together, the “Transactions”) are expected to close in the fourth quarter 2020, pending MFAC stockholder approval and regulatory approval.
Advisors
Raymond James is acting as financial advisor to BankMobile and Customers Bank. Nelson Mullins Riley and Scarborough and Stradley Ronon Stevens & Young, LLP are acting as legal counsel to Customers Bank.
Boenning and Scattergood is acting as financial advisor to Customers Bancorp’s special committee and provided a fairness opinion for the transaction to the special committee. Duane Morris LLP is acting as independent counsel to Customers Bancorp’s special committee.
Keefe, Bruyette, & Woods, – a Stifel Company is acting as financial advisor and capital markets advisor to MFAC. Chardan is also acting as a capital markets advisor to MFAC. Ellenoff Grossman & Schole is acting as legal counsel to MFAC. Vantage Point Advisors is acting as a financial advisor to MFAC’s special committee and provided a fairness opinion for the transaction to the special committee.
Investor Call Details
MFAC and BMT will provide more information relating to the transaction on a pre-recorded investor call on Thursday, August 6 at 2:00 p.m. ET.
Date: |
|
|
Thursday, August 6, 2020 |
|
Time: |
|
|
2:00 PM EDT |
|
Dial-in: |
|
|
+1 (877) 770-3647 |
|
Participant Code: |
|
|
59288071 |
Customers Bancorp will host a live investor call with Q&A on Thursday, August 6 at 4:00 p.m. ET.
Date: |
|
|
Thursday, August 6, 2020 |
|
Time: |
|
|
4:00 PM EDT |
|
Dial-in: |
|
|
+1 (800) 357-9083 |
|
Participant Code: |
|
|
303651 |
Please dial in at least 10 minutes before the start of the call to ensure timely participation. A playback of the call will be available beginning August 6, 2020 at 7:00 PM EDT until 7:00 PM EDT on September 5, 2020. To listen, call within the United States 888-203-1112. Please use the replay passcode 7501016.
About BankMobile
Established in 2015, BankMobile Technologies is a division of Customers Bank and is among the largest mobile-first banking platforms in the U.S., offering checking and savings accounts, personal loans and credit cards. BankMobile, named the “Most Innovative Bank” by LendIt Fintech in 2019, provides an alternative banking experience to the traditional model. It is focused on technology, innovation, easy-to-use products and education with the mission of being “customer-obsessed” and creating “customers for life.” BankMobile employs a multi-partner distribution model, known as “Banking-as-a-Service” (BaaS), that enables the company to acquire customers at higher volumes and substantially lower expense than traditional banks. Its efficient operating model enables it to provide low-cost banking services to low/middle-income Americans who have been left behind by the high-fee model of “traditional” banks. Today, BankMobile Technologies provides its BaaS platform to colleges and universities and currently serves over two million account-holders at 722 campuses (covering one out of every three students in the U.S.). BankMobile Technologies is operating as the digital banking division of Customers Bank, which is a Federal Reserve regulated and FDIC-insured commercial bank. BankMobile is a technology company and is not a bank and does not provide banking services. For more information, please visit: www.bankmobile.com.
About Customers Bank
Customers Bancorp, Inc. is a bank holding company located in West Reading, Pennsylvania engaged in banking and related businesses through its bank subsidiary, Customers Bank. Customers Bank is a community-based, full-service bank with assets of approximately $17.9 billion at June 30, 2020. A member of the Federal Reserve System with deposits insured by the Federal Deposit Insurance Corporation, Customers Bank is an equal opportunity lender that provides a range of banking services to small and medium-sized businesses, professionals, individuals, and families through offices in Pennsylvania, Illinois, New York, Rhode Island, Massachusetts, New Hampshire and New Jersey. Committed to fostering customer loyalty, Customers Bank uses a High Tech/High Touch strategy that includes use of industry-leading technology to provide customers better access to their money, as well as Concierge Banking® by appointment at customers’ homes or offices 12 hours a day, seven days a week. Customers Bank offers a continually expanding portfolio of loans to small businesses, multi-family projects, mortgage companies and consumers. Customers Bancorp, Inc.’s voting common shares are listed on the New York Stock Exchange under the symbol CUBI. Additional information about Customers Bancorp, Inc. can be found on its website, http://www.customersbank.com.
About Megalith Financial Acquisition Corp
Megalith Financial Acquisition Corp. is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the fintech or financial services industries. MFAC consummated its initial public offering on the NYSE in August 2018 and is listed under the symbol “MFAC”.
Forward Looking Statements
This press release contains, and certain oral statements made by representatives of MFAC, BankMobile and CUBI and their respective affiliates, from time to time may contain certain statements that are not historical facts but are “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “plan,” “intend,” “anticipate,” “believe,” “expect,” “estimate,” “forecast,” “target,” “project,” “predict,” “intend,” “plan” and “outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include estimated financial information, including forward-looking statements with respect to revenues and earnings, as well as forward-looking statements with respect to performance, strategies, prospects and other aspects of the businesses of MFAC, CUBI, Customers Bank and BankMobile, or the combined Company following completion of the proposed Transactions, which are based on current expectations that are subject to risks and uncertainties and are not predictions of actual performance. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Transactions; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of MFAC, any required regulatory approvals, or other conditions to closing in the Merger Agreement; (3) MFAC’s inability to meet the minimum cash requirements of the Merger Agreement due to a failure to complete the equity private placement or the amount of cash available following any redemptions by MFAC’s public stockholders; (4) the ability to meet NYSE listing standards following the consummation of the Transactions; (5) the risk that the proposed transaction disrupts current plans and operations of BankMobile as a result of the announcement and consummation of the Transactions; (6) the ability of CUBI and Customers Bank to recognize the anticipated benefits of the proposed Transactions, which may be affected by, among other things, competition, the ability of management to operate the combined Company as a stand-alone public company, the ability of the combined Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, and the costs involved in CUBI and Customers Bank continuing to provide certain services to the combined Company; (7) costs related to the proposed Transactions; (8) changes in applicable laws or regulations; (9) the possibility that the combined Company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by MFAC or CUBI. Readers are cautioned that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on the current beliefs and assumptions by management of each of MFAC, CUBI, Customers Bank and BMT as of the date hereof and speak only as of the date they are made. Each of MFAC, CUBI, Customers Bank and BMT disclaims any obligation to update any forward-looking statement whether written or oral, except as may be required under applicable law.
For a more complete discussion of the assumptions, risks and uncertainties with respect to CUBI, you are encouraged to review the filings CUBI makes with the SEC, including its most recent annual report on Form 10-K for the year ended December 31, 2019, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in those Form 10-K and Form 10-Q filings, if any. For a more complete discussion of the assumptions, risks and uncertainties with respect to MFAC, you are encouraged to review the filings MFAC makes with the SEC, including its most recent annual report on Form 10-K for the year ended December 31, 2019, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in those Form 10-K and Form 10-Q filings, if any.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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.
No Assurances
There can be no assurance that the Transactions described herein will be completed, nor can there be any assurance, if such Transactions are completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the Transactions, copies of which will be filed by MFAC with the SEC as an exhibit to a Current Report on Form 8-K.
Important Information about the Transactions and Where to Find It
In connection with the Transactions described herein, MFAC will file relevant materials with the SEC, including a definitive proxy statement for MFAC’s shareholders. Promptly after filing the definitive proxy statement with the SEC, MFAC will mail the proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT MFAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MFAC, BANKMOBILE AND THE TRANSACTIONS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the transactions (when they become available), and any other documents filed by MFAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Megalith Financial Acquisition Corp. at 535 5th Avenue, 29th Floor, New York, New York 10017.
Participants in Solicitation
MFAC and BankMobile and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of MFAC common stock in respect of the proposed Transactions. Information about MFAC’s directors and executive officers and their ownership of MFAC’s common stock is set forth in MFAC’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Contacts
For Customers Bancorp investor and media inquiries, please contact:
Customers Bancorp
Bob Ramsey
Director of Investor Relations, Customers Bancorp
rramsey@customersbank.com
484-926-7118
For Megalith Financial Acquisition Corp investor and media inquiries, please contact:
Megalith Financial Acquisition Corp.
A.J. Dunklau
Chief Executive Officer
aj@megalithfinancial.com
212-235-0438
Strategic Transaction Enhances Farm-to-Table Animal Traceability Solutions for Livestock and Aquaculture
MADISON, N.J.–(BUSINESS WIRE)–$MRK #AnimalHealth–Merck Animal Health, known as MSD Animal Health outside the United States and Canada, a division of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE:MRK), today announced the completion of its acquisition of IdentiGEN, a leader in DNA-based animal traceability solutions for Livestock and Aquaculture from MML Growth Capital Partners Ireland. Specific terms of the agreement were not disclosed.
IdentiGEN’s technology combines each species’ unique DNA (deoxyribonucleic acid) and data analytics to provide an evidence-based animal traceability solution, called DNA TraceBack®, to accurately and precisely trace beef, seafood, pork and poultry that is verifiable from farm-to-table.
Food producers, processors and retailers are looking for accurate and complete animal traceability solutions that provide full accountability, as well as greater transparency, quality and sustainability of food sources for consumers. The addition of specialized, digital technology within our portfolio of medicines, vaccines and services, provides holistic solutions to help advance animal health and complements our existing identification and monitoring technology that delivers real-time, actionable data and insights to help, improve or enhance animal management and health outcomes.
“Enhanced digital technology will play an increasingly important role in food traceability and food safety, providing customers critical information and actionable data to help ensure a sustainable supply of quality food to protect public health,” said Rick DeLuca, president, Merck Animal Health. “We now will be able to provide end-to-end animal traceability solutions at industry scale to improve the health and safety of animals and ensure even greater transparency in our food supply.”
DeLuca said, “The highly skilled employees at IdentiGEN, led by Ronan Loftus and Ciaran Meghen, exemplify our commitment to The Science of Healthier Animals®, and we look forward to collaborating with the team to leverage our scientific and technical capabilities and expertise to shape the future of animal health.”
In April 2019, Merck Animal Health announced the completion of its acquisition of Antelliq Corporation and its market-leading brands, Allflex Livestock Intelligence, Sure Petcare and Biomark as leaders in emerging digital technology with animal identification, animal monitoring and smart data management for Livestock and Companion Animals. In December 2019, the company acquired Vaki, a leader in fish farming and wild fish conservation monitoring equipment and real-time video monitoring technology to advance fish health and welfare. In June 2020, the company acquired Quantified Ag®, a leading data and analytics company that monitors cattle body temperature and movement in order to detect illness early.
About Merck Animal Health
For more than a century, Merck, a leading global biopharmaceutical company, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases. Merck Animal Health, a division of Merck & Co., Inc., Kenilworth, N.J., USA, is the global animal health business unit of Merck. Through its commitment to The Science of Healthier Animals®, Merck Animal Health offers veterinarians, farmers, pet owners and governments one of the widest ranges of veterinary pharmaceuticals, vaccines and health management solutions and services as well as an extensive suite of digitally connected identification, traceability and monitoring products. Merck Animal Health is dedicated to preserving and improving the health, well-being and performance of animals and the people who care for them. It invests extensively in dynamic and comprehensive R&D resources and a modern, global supply chain. Merck Animal Health is present in more than 50 countries, while its products are available in some 150 markets. For more information, visit www.merck-animal-health.com or connect with us on LinkedIn, Facebook, and Twitter at @MerckAH.
About IdentiGEN
IdentiGEN leads the world in delivering DNA-based solutions which shape the future of food trust. Founded in 1996, IdentiGEN is a pioneer of DNA-based solutions for producers, processors and retailers of meat and seafood products in the Agri-food Industry, with operations in Ireland, Europe, the UK and the USA. Our signature product, DNA TraceBack®, helps safeguard and strengthen the integrity of the supply chain for meat, poultry and seafood products through the world’s most accurate and precise traceability platform. A unique solution for industry, using DNA TraceBack® enables beef, pork, poultry and seafood products to be reliably traced back through production to the farm, parent or individual animal from which they originated.
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. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. 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, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of the recent global outbreak of novel coronavirus disease (COVID-19); the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; 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 2019 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).
Contacts
Merck
Media Contacts:
Jeanette Lewis
+ 1 (973) 294-0318
Pam Eisele
+1 (267) 305-3558
Merck
Investor Contact:
Michael DeCarbo
+ 1 (908) 740-1807
Leading cloud software company for insurance carriers improves organizational productivity and increases employee engagement
MORRISTOWN, N.J.–(BUSINESS WIRE)–Majesco, a global leader of cloud insurance software, today announced the implementation of Oracle Cloud HCM to help meet its long-term strategic and operational goals. With a growing customer list of more than 200 major clients across Product & Casualty, Life & Annuity and Group insurance, Majesco will use Oracle Cloud Human Capital Management (HCM) to make informed, real-time business decisions that will help expand its global footprint.
“We’re excited about the advanced capabilities Oracle Cloud HCM brings to our employees. This new, modern cloud system marks an important step in our transformation journey and will be critical to how we run our business,” notes Adam Elster, CEO of Majesco. “With Oracle HCM, we will leverage data-driven insights in real-time to help us manage all of our talent needs.”
Majesco’s cloud-based solutions help insurers modernize, innovate and transform their business to meet the demands of today’s digital customer. Whether it’s an insurer creating a new startup or greenfield, modernizing a legacy business or optimizing existing operations, Majesco helps insurers take on the future of insurance.
In order to meet growing demand, Majesco replaced its old legacy system with Oracle’s unified, cloud-based platform that is built to breakdown organizational silos, standardize processes and improve the overall efficiency of HR operations.
“We’re excited to have helped Majesco take this next step in the digital transformation journey by improving and maximizing employee engagement,” said Chris Leone, senior vice president, applications development, Oracle. “With Oracle Cloud HCM, Majesco will be better prepared to support its customers and take hold of this new era of insurance.”
In addition to Oracle Cloud HCM’s Core HR, which provides a foundation to support the entire worker life cycle, Majesco is also deploying Oracle Cloud Workforce Compensation and Oracle Cloud Recruitment, which leads with innovation to engage and identify the best talent for the organization’s needs.
“Oracle’s scalable and flexible solution provides our employees with an intuitive, personalized HR system that can manage personal and employment information easily and securely, while providing insights into the entire worker lifecycle to enable effective talent management,” commented Melissa Blankenbaker, CHRO of Majesco.
About Majesco
Majesco (NASDAQ: MJCO) provides technology, expertise, and leadership that helps insurers modernize, innovate and connect to build the future of their business – and the future of insurance – at speed and scale. Our platforms connect people and businesses to insurance in ways that are innovative, hyper-relevant, compelling and personal. Over 200 insurance companies worldwide in P&C, L&A and Group Benefits are transforming their businesses by modernizing, optimizing or creating new business models with Majesco. Our market-leading solutions include CloudInsurer® P&C Core Suite (Policy, Billing, Claims); CloudInsurer® LifePlus Solutions (AdminPlus, AdvicePlus, IllustratePlus, DistributionPlus); CloudInsurer® L&A and Group Core Suite (Policy, Billing, Claims); Digital1st® Insurance with Digital1st® Engagement, Digital1st® EcoExchange and Digital1st® Platform – a cloud-native, microservices and open API platform; Distribution Management, Data and Analytics and an Enterprise Data Warehouse. For more details on Majesco, please visit www.majesco.com.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities and Exchange Commission and which you should review, including those statements under “Item 1A – Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual results to differ materially from those described in forward-looking statements contained in this press release include, but are not limited to: the adverse impact on economies around the world and our customers of the current COVID-19 pandemic; our ability to achieve increased market penetration for our product and service offerings and obtain new customers; our ability to raise future capital as needed; the growth prospects of the property & casualty and life & annuity insurance industry; the strength and potential of our technology platform and our ability to innovate and anticipate future customer needs; our ability to compete successfully against other providers and products; data privacy and cyber security risks; technological disruptions; our ability to successfully integrate our acquisitions and identify new acquisitions; the risk of loss of customers or strategic relationships; the success of our research and development investments; changes in economic conditions, political conditions and trade protection measures; regulatory and tax law changes; immigration risks; our ability to obtain, use or successfully integrate third-party licensed technology; key personnel risks; and litigation risks.
These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.
Contacts
Laura Tillotson
Director, Marketing Communications and Creative Services
+ 201 230 0752