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Release – Townsquare Returns to Total and Digital Revenue Growth in the Third Quarter

Posted on by aweinsoff@channelchek.com

Research News and Market Data on TSQ

Released : 11/07/2024

Digital Represents 52% of September YTD Total Net Revenue
Ignite’s Digital Advertising Revenue Growth Accelerates in Q3
Repurchased $25 Million of Debt ($36M through October) and $24 Million of Equity in September YTD Period

PURCHASE, N.Y., Nov. 07, 2024 (GLOBE NEWSWIRE) — Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the “Company,” “we,” “us,” or “our”) announced today its financial results for the third quarter ended September 30, 2024.

“I am pleased to share that Townsquare’s net revenue returned to year-over-year growth, driven by sequential improvement across each of our three business segments, due to our local focus and our unique and differentiated digital platform, as well as the benefit from political revenue. Third quarter net revenue increased +0.2% year-over-year and Adjusted EBITDA decreased -6.3% year-over-year, both meeting guidance and reflecting a sequential improvement from the first and second quarter. In addition, net income improved $47.8 million year-over-year, in large part due to a reduction in non-cash impairment charges,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Our return to net revenue growth in the third quarter coincided with our return to total Digital net revenue growth, which increased by +1% year-over-year. In particular, Townsquare Interactive’s sequential revenue growth improved to +3% quarter-over-quarter, and Digital Advertising net revenue increased +5% year-over-year, an acceleration from the +1% revenue growth rates in the first six months of 2024. In total, Digital represented more than half of Townsquare’s net revenue in the first nine months of the year, a true point of differentiation from others in local media, as we have evolved from a local broadcast radio company that was founded in 2010, to a Digital First Local Media Company with a world class team and a unique and differentiated strategy, assets, platforms and solutions.”

Mr. Wilson continued, “We have executed and delivered on what we said we would do, while simultaneously building value for our shareholders through dividend payments, debt reduction and share repurchases. In the first nine months of the year, we have repurchased and retired $25 million of our bonds at a discount to par ($36 million through October), and repurchased $24 million of equity, or 2.3 million shares, including the accretive share repurchase of 1.5 million shares from Madison Square Garden. At the same time, we have maintained our high yielding dividend and a strong cash balance, which was $22 million at the end of the third quarter, and net leverage remained below 4.9x. We are gearing up for our upcoming refinancing, and we look forward to sharing that outcome with our investors when we next report.”

The Company announced today that its Board of Directors approved a quarterly cash dividend of $0.1975 per share. The dividend will be payable on February 1, 2025 to shareholders of record as of the close of business on January 21, 2025. As of yesterday’s closing price that reflects a dividend yield of approximately 8%.

Segment Reporting
We have three reportable operating segments, Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, marketed externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties, our first party data digital management platform and our digital programmatic advertising platform. The Broadcast Advertising segment includes our local, regional, and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform. The remainder of our business is reported in the Other category, which includes our live events business.

Third Quarter Results*

  • As compared to the third quarter of 2023:
    • Net revenue increased 0.2%, and decreased 2.5% excluding political
    • Net income increased $47.8 million
    • Adjusted EBITDA decreased 6.3%
    • Total Digital net revenue increased 1.1%
      • Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 5.8%
      • Digital Advertising net revenue increased 4.7%
    • Total Digital Adjusted Operating Income decreased 8.9%
      • Subscription Digital Marketing Solutions Adjusted Operating Income decreased 11.0%
      • Digital Advertising Adjusted Operating Income decreased 7.9%
    • Broadcast Advertising net revenue increased 0.3%, and decreased 5.3% excluding political
  • Net Income per diluted share was $0.63 and Adjusted Net Income per diluted share was $0.35
  • Repurchased an aggregate $11.0 million of our 2026 Senior Secured Notes below par
  • Repurchased 0.1 million shares of the Company’s common stock at an average price of $11.32

Year-to-Date Highlights*

  • As compared to the nine months ended September 30, 2023:
    • Net revenue decreased 1.8%, and 3.3% excluding political
    • Net loss decreased $5.2 million
    • Adjusted EBITDA decreased 8.0%
    • Total Digital net revenue decreased 2.6%
      • Subscription Digital Marketing Solutions net revenue decreased 11.5%
      • Digital Advertising net revenue increased 2.4%
    • Total Digital Adjusted Operating Income decreased 17.0%
      • Subscription Digital Marketing Solutions Adjusted Operating Income decreased 10.3%
      • Digital Advertising Adjusted Operating Income decreased 20.2%
    • Broadcast Advertising net revenue decreased 0.3%, and 3.4%, excluding political
  • Repurchased an aggregate $24.7 million of our 2026 Senior Secured Notes below par
  • Repurchased 2.3 million shares of the Company’s common stock at an average price of $10.31
  • Repurchased and retired 3.2 million options expiring in July 2024 for a net purchase price of $3.60 per option

*See below for discussion of non-GAAP measures.

Guidance
For the fourth quarter of 2024, net revenue is expected to be between $114.8 million and $118.8 million, and Adjusted EBITDA is expected to be between $30.8 million and $31.8 million.

For the full year 2024, net revenue is expected to be between $448 million and $452 million, and Adjusted EBITDA is expected to be between $100 million and $101 million, both within our original guidance ranges.

Quarter Ended September 30, 2024 Compared to the Quarter Ended September 30, 2023

Net Revenue
Net revenue for the three months ended September 30, 2024 increased $0.2 million, or 0.2%, to $115.3 million as compared to $115.1 million in the same period in 2023. Digital Advertising net revenue increased $1.9 million, or 4.7%, as compared to the same period in 2023, and Broadcast Advertising net revenue increased $0.2 million, or 0.3%, as compared to the same period in 2023. These increases were partially offset by a decrease in Subscription Digital Marketing Solutions net revenue of $1.2 million, or 5.8%, and a $0.6 million, or 37.3%, decrease in Other net revenue as compared to the same period in 2023. Excluding political revenue of $3.7 million and $0.6 million for the three months ended September 30, 2024 and 2023, respectively, net revenue decreased $2.9 million, or 2.5%, to $111.6 million. Broadcast Advertising net revenue decreased $2.8 million, or 5.3%, to $50.8 million, and Digital Advertising net revenue increased $1.8 million, or 4.6%, to $40.7 million.

Net Income (Loss)
For the three months ended September 30, 2024, we reported net income of $11.3 million, an increase of $47.8 million as compared to a net loss of $36.5 million in the same period last year. The increase was primarily due to a $29.0 million decrease in non-cash impairment charges, partially offset by a $2.5 million increase in direct operating expenses and a $22.6 million decrease in the income tax provision due to the valuation allowance for interest expense carryforwards and an increase in certain non-deductible compensation costs. Adjusted Net Income decreased $2.2 million as compared to the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2024 decreased $1.7 million, or 6.3%, to $25.5 million, as compared to $27.2 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $4.3 million, or 16.3%, to $22.3 million, as compared to $26.6 million in the same period last year.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Net Revenue
Net revenue for the nine months ended September 30, 2024, decreased $6.3 million, or 1.8%, to $333.2 million as compared to $339.4 million in the same period in 2023. Subscription Digital Marketing Solutions net revenue decreased $7.2 million, or 11.5%, Other net revenue decreased $1.3 million, or 15.3%, and Broadcast Advertising net revenue decreased $0.4 million, or 0.3%, as compared to the same period in 2023. These declines were partially offset by a $2.7 million, or 2.4%, increase in Digital Advertising net revenue as compared to the same period in 2023. Excluding political revenue of $6.2 million and $1.2 million for the nine months ended September 30, 2024 and 2023, respectively, net revenue decreased $11.3 million, or 3.3% to $327.0 million, Broadcast Advertising net revenue decreased $5.1 million, or 3.4%, to $147.6 million, and Digital Advertising net revenue increased $2.5 million, or 2.2%, to $116.2 million.

Net Loss
For the nine months ended September 30, 2024, we reported a net loss of $36.0 million, a decrease of $5.2 million as compared to a net loss of $41.1 million in the same period last year. The decrease was due to a $29.4 million decrease in non-cash impairment charges, partially offset by increases in stock-based compensation and transaction and business realignment costs, the decrease in net revenue and a $4.5 million increase in the income tax provision was driven by the valuation allowance for interest expense carryforwards and an increase in certain non-deductible compensation costs. Adjusted Net Income decreased $9.7 million as compared to the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2024 decreased $6.0 million, or 8.0% to $69.2 million, as compared to $75.2 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $10.3 million, or 13.8%, to $63.9 million, as compared to $74.2 million in the same period last year.

Liquidity and Capital Resources
As of September 30, 2024, we had a total of $21.8 million of cash and cash equivalents and $478.9 million of outstanding indebtedness, representing 5.10x and 4.86x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended September 30, 2024, of $94.0 million.

The table below presents a summary, as of November 1, 2024, of our outstanding common stock (net of treasury shares).

Security Number Outstanding Description
Class A common stock 14,231,917 One vote per share.
Class B common stock 815,296 10 votes per share.1
Class C common stock 500,000 No votes.1
Total 15,547,213  
1 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.
 

Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain third quarter 2024 financial results and 2024 guidance on Thursday, November 7, 2024 at 10:00 a.m. Eastern Time. The conference call dial-in number is 1-800-717-1738 (U.S. & Canada) or 1-646-307-1865 (International) and the conference ID is “Townsquare”. A live webcast of the conference call will also be available on the investor relations page of the Company’s website at www.townsquaremedia.com.

A replay of the conference call will be available through November 14, 2024. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 1142541. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc.
Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our assets include a subscription digital marketing services business, Townsquare Interactive, providing website design, creation and hosting, search engine optimization, social media and online reputation management as well as other digital monthly services for SMBs; a robust digital advertising division, Townsquare Ignite, a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 349 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com and www.townsquareignite.com.

Forward-Looking Statements
Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages and the effect on advertising activity, industry conditions, including existing competition and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, our ability to develop and maintain digital technologies and hire and retain technical and sales talent, our dependence on key personnel, our capital expenditure requirements, our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions, legislative or regulatory requirements, risks and uncertainties relating to our leverage and changes in interest rates, our ability to obtain financing at times, in amounts and at rates considered appropriate by us, our ability to access the capital markets as and when needed and on terms that we consider favorable to us and other factors discussed in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and under “Risk Factors” in our 2023 Annual Report on Form 10-K, for the year ended December 31, 2023, filed with the SEC on March 15, 2024, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures and Definitions
In this press release, we refer to Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

We define Adjusted Operating Income by Segment as operating income by segment before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairments and net loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, gain on repurchases of debt, transaction and business realignment costs, depreciation and amortization, stock-based compensation, impairments, net loss (gain) on sale and retirement of assets and other expense (income) net. We define Adjusted EBITDA (Excluding Political) as Adjusted EBITDA less political net revenue, net of a fifteen percent deduction to account for estimated national representative firm fees, music licensing fees and sales commissions expense. Adjusted Net Income is defined as net income before the deduction of transaction and business realignment costs, impairments, gains on sale of investments, change in fair value of investment, net loss (gain) on sale and retirement of assets, gain on repurchases of debt, gain on sale of digital assets, gain on insurance recoveries and net income attributable to non-controlling interest, net of income taxes stated at the Company’s applicable statutory effective tax rate. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of September 30, 2024, divided by our Adjusted EBITDA for the twelve months ended September 30, 2024. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.

We use Adjusted Operating Income by Segment to evaluate the operating performance of our business segments. We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company’s ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of transaction costs, net loss (gain) on sale and retirement of assets, business realignment costs and certain impairments. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income by Segment, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share, and Net Leverage when determining discretionary bonuses.

Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com

View Full Release Here.

Century Lithium Corp. (CYDVF) – Focus and Execution

Posted on by cpereira@noblefcm.com


Monday, November 04, 2024

Mark Reichman, Managing Director, Equity Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Lithium carbonate production at the pilot plant. Century Lithium has successfully produced battery-quality lithium carbonate at its Angel Island lithium project pilot plant and demonstrated it has an end-to-end process to produce lithium carbonate. The pilot plant utilizes the Company’s patent-pending process for chloride leaching combined with direct lithium extraction (DLE). Management is now focused on process optimization to reduce the project’s estimated capital and operating costs, along with advancing environmental studies, permitting, and project funding.

Progress on the environmental and permitting front. Century Lithium has completed a draft hydrological model and a draft Plan of Operations Additionally, Century has identified potential alternative locations for water supply closer to the project within its water rights permit to optimize resource usage.


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*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Fed Poised for Rate Cut After Weak October Jobs Report and Hiring Revisions

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– The Fed is on track for a 0.25% rate cut in November, with another likely in December.
– October saw only 12,000 jobs added, with hurricanes and strikes impacting hiring.
– Downward revisions for August and September reinforce a cooling labor market.

The Federal Reserve is set to move forward with an anticipated 0.25% rate cut next week, following weaker-than-expected jobs data for October. According to the Bureau of Labor Statistics, the economy added just 12,000 nonfarm payrolls last month, a sharp decline from previous months. Hurricanes Helene and Milton, along with a significant strike at Boeing, played a role in reducing hiring across multiple industries. Additionally, revised data showed downward adjustments for August and September, signaling a cooling labor market.

The October jobs report and recent revisions provide further evidence that the labor market has slowed from the high-demand levels seen in recent years. As inflation moderates, Federal Reserve officials see this as a favorable environment to begin loosening the restrictive rates they implemented to contain rising prices. The Fed lowered its benchmark rate by 0.5% in September, and it signaled intentions to cut rates gradually through the end of the year. According to Steven Blitz, Chief U.S. Economist at TS Lombard, the Fed is likely to reduce rates by a further 0.25% in both November and December, aiming for a target range between 4% and 4.25% by year-end.

Job market indicators have continued to soften, as shown in the Fed’s Beige Book, which highlighted flat economic activity across most U.S. regions since early September. Meanwhile, job openings have been steadily decreasing, suggesting that demand for new hires is easing. Although the U.S. economy expanded at an annualized 2.8% rate in Q3, driven by robust consumer spending, Fed policymakers remain cautious. Several officials have recently voiced a preference for a measured approach to further cuts, citing the mixed signals between consumer demand and labor market pressures.

The BLS reported that October’s labor market data was affected by temporary disruptions, but it could not definitively quantify the hurricanes’ impact on job additions. Even so, most policymakers and market participants agree that this report doesn’t alter the Fed’s previous position. Vanguard senior economist Josh Hirt commented that, aside from October’s numbers, the year-to-date data reflects a healthy labor market. However, with the Fed’s rate reductions expected to provide stimulus, officials remain attentive to the broader trends in economic activity and employment stability.

The Fed’s gradual approach to rate adjustments aligns with its broader economic strategy: while inflation remains a concern, the cooling labor market and job revisions provide the flexibility needed to support growth without risking excessive inflationary pressures. The Fed’s decision on November 7, just after the U.S. presidential election, will be closely watched as it marks a pivotal point in the central bank’s policy response to evolving economic conditions.

S&P 500 Hits Record High as Chip Stocks Surge and Corporate Earnings Take Center Stage

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– S&P 500 hits an intraday record high driven by strong performance from chip stocks, with Nvidia and Apple leading the charge.
– Investors focus on upcoming corporate earnings reports from major companies like Bank of America and Netflix, as well as key economic data.
– Boeing and Caterpillar stocks drag on the Dow due to job cuts and rating downgrades, while the broader market shows cautious optimism.

The S&P 500 and Nasdaq indices reached new highs on Monday, buoyed by a rally in chip stocks and positive market sentiment as investors prepared for a week filled with critical corporate earnings reports and important economic data. The S&P 500 achieved an intraday record high, continuing the momentum it gained from last week’s solid performance. Meanwhile, the Nasdaq also rose as tech stocks, particularly Nvidia and Apple, saw substantial gains.

Nvidia’s stock rose by 2.2%, while Apple gained 1.6%, propelling an index of semiconductor companies to its highest point in over two months. The strength of these companies underscored the resilience of the technology sector, which has continued to lead market gains throughout 2024. With the semiconductor index posting significant growth, the technology sector contributed heavily to the S&P 500’s rise, with five out of eleven sectors inching higher.

Despite the overall strength of the S&P 500 and Nasdaq, the Dow Jones Industrial Average struggled due to underperformance from major industrial stocks. Caterpillar, a bellwether for the industrial sector, fell by 3% after being downgraded by Morgan Stanley from “equal weight” to “underweight.” Boeing also faced challenges, as the company’s stock slipped 2.4% after announcing a larger-than-expected third-quarter loss, job cuts, and a delay in the delivery of its 777X jet.

As corporate earnings season kicks into full gear, investors are eagerly awaiting results from major companies including Bank of America, Citigroup, Johnson & Johnson, and Netflix. Analysts are projecting year-over-year third-quarter earnings growth of 4.9% for the S&P 500. Last week, bank earnings set a positive tone for the earnings season, with JPMorgan delivering strong results that injected optimism into the market.

However, concerns remain regarding high stock valuations. The S&P 500 is trading at nearly 22 times forward earnings, significantly higher than its long-term average of 15.7. As corporate results roll in, companies will need to deliver strong numbers to justify the elevated stock prices, making this earnings season a pivotal moment for the market.

In addition to earnings reports, investors are keenly watching for crucial economic data, particularly the September retail sales figures due to be released on Thursday. These figures are expected to provide insight into the financial health of U.S. consumers, a key factor influencing market sentiment.

On the monetary policy front, Minneapolis Fed President Neel Kashkari made headlines by suggesting that modest interest-rate cuts could be on the horizon as inflation nears the Federal Reserve’s 2% target. Similarly, Fed Governor Christopher Waller is set to provide further insights into the Fed’s stance on interest rates. While investors have scaled back expectations for a large interest-rate cut, the CME Group’s FedWatch tool shows an 84.2% probability of a 25-basis-point reduction at the Fed’s November meeting.

While tech stocks soared, other sectors showed more caution. Boeing’s job cuts and delivery delays, alongside Caterpillar’s rating downgrade, weighed on the Dow, dragging the index down by 0.10%. Meanwhile, energy stocks took a hit as oil prices declined, with the energy sector slipping 0.4%. On the other hand, defense stocks such as Northrop Grumman and Lockheed Martin saw gains amid rising geopolitical tensions, including Iran’s missile launch against Israel.

In contrast, B. Riley Financial experienced a significant 20% jump after announcing a deal to sell its Great American Group unit to Oaktree Capital for $386 million, reflecting optimism in the financial sector.

Despite these mixed performances, the overall market remains cautiously optimistic as traders brace for a critical week that will provide further clues about the strength of corporate America and the broader U.S. economy.

Coeur Mining Announces Acquisition of SilverCrest Metals in a $1.7 Billion Deal

Posted on by cpatches
Key Points:
– Coeur Mining has agreed to acquire SilverCrest Metals in a $1.7 billion deal, offering a 22% premium to SilverCrest shareholders.
– The combined company is expected to produce 21 million ounces of silver and 432,000 ounces of gold in 2025, with significant free cash flow generation.
– SilverCrest’s high-grade Las Chispas mine will enhance Coeur’s cost structure and accelerate its deleveraging efforts, reducing its leverage ratio by 40%.

Coeur Mining, Inc. (NYSE: CDE) and SilverCrest Metals (NYSE: SILV) have announced they have entered into a definitive agreement where Coeur will acquire all issued and outstanding shares of SilverCrest in a transaction valued at approximately $1.7 billion. The acquisition will take place through a court-approved plan of arrangement, with SilverCrest shareholders set to receive 1.6022 Coeur common shares for each SilverCrest share, implying a total consideration of $11.34 per share—a 22% premium over SilverCrest’s closing price on October 3.

A Strategic Union to Create a Global Silver Leader

The acquisition is expected to transform Coeur into a leading global silver company. By integrating SilverCrest’s flagship Las Chispas mine in Sonora, Mexico, with Coeur’s existing operations—including its expanded Rochester mine in Nevada and Palmarejo mine in Mexico—the combined company aims to produce a peer-leading 21 million ounces of silver and 432,000 ounces of gold in 2025.

The acquisition is projected to deliver significant value for Coeur shareholders through expanded production capacity and improved financial metrics. Coeur anticipates the combined company will generate approximately $700 million in EBITDA and $350 million in free cash flow by 2025, with lower costs and higher margins thanks to the low-cost nature of SilverCrest’s assets.

Accelerating Coeur’s Deleveraging Strategy

A key benefit of the transaction is the immediate impact on Coeur’s balance sheet. SilverCrest’s solid financial standing, which includes $122 million in total treasury assets, no debt, and a strong cash flow profile, is expected to drive Coeur’s deleveraging efforts. The deal is anticipated to reduce Coeur’s leverage ratio by 40% upon closing, enhancing the company’s ability to reduce debt and strengthen its overall financial position.

Mitchell J. Krebs, Chairman, President, and Chief Executive Officer of Coeur Mining, commented:
“The acquisition of SilverCrest creates a leading global silver company by adding low-cost silver and gold production and significant free cash flow to our rapidly growing production and cash flow, driven by the recent expansion of our Rochester silver and gold mine in Nevada.”

SilverCrest’s High-Quality Assets to Bolster Coeur’s Portfolio

SilverCrest’s Las Chispas underground mine, one of the world’s highest-grade, lowest-cost silver and gold operations, has shown exceptional operational performance since starting production in 2022. In 2023, the mine produced 10.25 million silver equivalent ounces at an average cash cost of $7.73 per ounce, demonstrating strong financial results and operational efficiency. Coeur expects Las Chispas to significantly improve its overall cost and margin profile while enhancing free cash flow generation.

N. Eric Fier, Chief Executive Officer and Director of SilverCrest, said:
“I feel confident that the Coeur team will extend this track record of success at Las Chispas. This transaction provides our shareholders with an immediate premium and the opportunity to be part of a growing U.S.-based silver and gold company with tremendous upside potential.”

Fier will continue his involvement as a director of Coeur, helping guide the future of the combined entity.

Closing Conditions and Expected Timeline

The transaction remains subject to customary regulatory approvals, including Mexican antitrust approval and the approval of Coeur shares to be listed on the NYSE. Shareholder and court approvals are also required, with the transaction expected to close by the end of the first quarter of 2025, provided all conditions are met.

About Coeur Mining

Coeur Mining, Inc. is a well-diversified U.S.-based precious metals producer with operations across North America, including the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, and the Wharf gold mine in South Dakota. The company is committed to increasing production while maintaining financial strength and reducing leverage.

About SilverCrest Metals

SilverCrest Metals is a Canadian precious metals producer headquartered in Vancouver, focused on its Las Chispas operation in Sonora, Mexico. The company has a strong track record of taking projects from discovery to production, delivering high-grade, low-cost silver and gold, and remains committed to expanding its resources and reserves to operate multiple silver-gold mines in the Americas.

New Signs of Recovery Emerge in U.S. Office Real Estate Market Amid Major Discounted Sales

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– Office real estate prices have dropped 12.4% year-over-year as of Q2 2024.
– Stressed property sales at significant discounts signal potential price benchmarks.
– Federal Reserve rate cuts provide some relief but are insufficient for full market recovery.

The U.S. office real estate market may be showing early signs of bottoming out, as recent sales of stressed properties at significant discounts begin to set new pricing benchmarks. After being severely impacted by the pandemic, with prices for office buildings plummeting by 12.4% year-over-year as of the second quarter of 2024, some experts now believe that the worst may be behind us.

For the past two years, office buildings have faced declining demand as remote work became more widespread, leading to persistent vacancies. The combination of high operating costs and higher interest rates has created a challenging environment for developers and lenders. Many have chosen to extend maturing loans with revised terms or delay sales in hopes of avoiding losses. As a result, transaction volumes have remained low, preventing the market from finding a clear pricing benchmark.

“We’re starting to see a shift,” said Stephen Buschbom, research director at Trepp, a real estate data and research firm. “There have been a few big sales at significant discounts recently, and that helps establish some kind of pricing benchmark, which we desperately need.”

According to Moody’s, the second quarter of 2024 saw seven office buildings sell at more than $100 million discounts. This includes a notable sale of 135 West 50th Street in Manhattan, which was sold at a staggering 97% discount, resulting in a $276.5 million loss compared to its previous valuation of $285 million. Similar deals have been recorded in other major markets, such as Chicago, Seattle, and Washington, D.C.

These steep discounts have caused some industry experts to speculate that the market may be at or near its bottom, with distressed property sales finally providing clarity on pricing. Kevin Fagan, head of Commercial Real Estate Economic Analysis at Moody’s, notes that these sales mark a turning point. “We’re seeing some sophisticated property owners willing to sell their buildings at a loss, and that’s helping create a clearer understanding of office values.”

Despite these glimmers of hope, the overall outlook for the office real estate market remains uncertain. With a large volume of loans maturing over the next year, property owners may still face difficulties refinancing their existing debt, even as the Federal Reserve has begun cutting interest rates. According to Moody’s, around 72% of the $19 billion worth of maturing loans over the next 12 months will require property owners to contribute between 30-35% in additional equity to secure refinancing.

The Federal Reserve’s recent 50-basis-point rate cut has offered some relief, but experts warn that more substantial rate cuts will be needed to stimulate a full recovery in the market. “While the rate cut is helpful, the market likely needs a reduction of 300-400 basis points to truly revive commercial real estate,” said Alex Horn, founder of private lender BridgeInvest.

Looking ahead, analysts expect more property owners to begin selling distressed assets, creating potential opportunities for buyers willing to invest in heavily discounted properties. Keerthi Raghavan, head of ABS strategy at Waterfall Asset Management, said his firm has already invested nearly $2 billion in bonds and loans sold at steep discounts over the last year. “We believe there will be more opportunities as many commercial real estate assets still need to be sold or resolved,” he said.

While the road to recovery is likely to be long and fraught with challenges, the recent uptick in stressed property sales suggests that the U.S. office real estate market may finally be finding its bottom.

Release – GDEV Shares Recent Sustainability Achievements

Posted on by aweinsoff@channelchek.com

Research News and Market Data on GDEV

September 26, 2024 – Limassol, Cyprus – GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), has released its 2023 Sustainability Report, highlighting the Company’s continued contribution to the communities we serve and the Company’s sustainability achievements towards generating a positive impact from gaming for all our stakeholders.

GDEV is committed to environmental stewardship, corporate social responsibility, and robust corporate governance. The report introduces updates to the GDEV Sustainability Strategy, including the Games for Good Philosophy and policies on supporting local communities where we operate. 

Andrey Fadeev, Founder and CEO of GDEV, commented, “It is personally gratifying to me that our games not only entertain but also contribute to meaningful positive outcomes. From engaging players in eco-friendly practices to raising awareness on crucial social issues, we are transforming gaming into a powerful force for good. Who knew making a difference could be so much fun?”

Natasha Braginsky Mounier, Chairperson of the Board of Directors, added, “This report reflects our deep belief in the long term value of sustainable business practices. We demonstrate this through ongoing innovative and educational initiatives, engaging our workforce and the local communities. We are pleased with the progress we’ve made and will continue to seek effective solutions for the challenges of our times.”

GDEV’s 2023 Sustainability Report can be found in our Sustainability section on the company’s website: https://www.gdev.inc/sustainability.

ABOUT GDEV

GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters and Cubic Games, among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D and others have accumulated over 550 million installs and $2.5 bln of bookings worldwide. For more information, please visit www.gdev.inc

CONTACTS:

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

investor@gdev.inc

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2023 Annual Report on Form 20-F, filed by the Company on April 29, 2024, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Release – Cocrystal Pharma Advances Oral Pan-Viral Protease Inhibitor CDI-988 into Phase 1 Multiple-Ascending Dose Cohorts

Posted on by aweinsoff@channelchek.com

Research News and Market Data on COCP

September 26, 2024

BOTHELL, Wash., Sept. 26, 2024 (GLOBE NEWSWIRE) — Cocrystal Pharma, Inc. (Nasdaq: COCP) (“Cocrystal” or the “Company”) announces dosing of the first subjects in the multiple-ascending dose (MAD) portion of the Phase 1 study with CDI-988, its potent, broad-spectrum, oral pan-viral protease inhibitor. Topline study results are expected in late 2024 or early 2025. CDI-988 was specifically designed and developed using Cocrystal’s proprietary structure-based drug discovery platform technology and is being developed as the first-in-class pan-viral antiviral for the treatment of viral gastroenteritis and COVID-19 caused by noroviruses and coronaviruses, respectively.

“We are delighted to advance the clinical evaluation of CDI-988, a novel direct-acting antiviral (DAA) targeting the viral proteases of noroviruses and coronaviruses,” said Sam Lee, Ph.D., Cocrystal’s President and co-CEO. “Multiple-ascending dose results will further evaluate safety and tolerability of this potentially groundbreaking antiviral therapeutic.”

This randomized, double-blind Phase 1 study, which is being conducted at a single center in Australia, is evaluating the safety, tolerability and pharmacokinetics of orally administered CDI-988 compared with placebo in healthy adults. In July 2024 Cocrystal reported favorable safety and tolerability results from study participants in the single-ascending dose (SAD) portion of the trial. All SAD participants completed the study with no reported serious adverse events or severe treatment-emergent adverse events. No clinically significant observations were noted in laboratory assessments, physical exams or electrocardiograms.

About Noroviruses

Human noroviruses are highly contagious, constantly evolving, extremely stable in the environment and associated with debilitating illness. Symptoms include vomiting and diarrhea, with or without nausea and abdominal cramps. Norovirus infection can be much more severe and prolonged in specific risk groups including infants, children, the elderly and people with immunodeficiency. In the U.S. alone, noroviruses are responsible for an estimated 21 million cases of acute gastroenteritis annually, including 109,000 hospitalizations, 465,000 emergency department visits and nearly 900 deaths, according to the Centers for Disease Control and Prevention (CDC). The estimated annual burden of noroviruses to the U.S. at $10.6 billion, according to the National Institutes of Health (NIH). Outbreaks occur most commonly in semi-closed communities such as nursing homes, hospitals, cruise ships, schools, disaster relief sites and military settings. To date, no antiviral treatment or vaccine is approved for norovirus infections.

Coronaviruses Including SARS-CoV-2 and its Variants

Coronaviruses (CoV) are a family of viruses that historically have been associated with a wide range of symptoms, ranging from no symptoms at all to more severe disease that includes pneumonia, acute respiratory distress syndrome (ARDS), kidney failure and death. By targeting the viral replication enzymes and protease, Cocrystal believes it is possible to develop an effective treatment for all coronaviruses, including SARS-CoV-2 (which causes COVID-19) and its variants, ARDS and Middle East Respiratory Syndrome (MERS). The ability of an asymptomatic individual to transmit infection heightened the public health challenge of COVID-19.

About Cocrystal Pharma, Inc.

Cocrystal Pharma, Inc. is a clinical-stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication process of influenza viruses, coronaviruses (including SARS-CoV-2), noroviruses, and hepatitis C viruses. Cocrystal employs unique structure-based technologies and Nobel Prize-winning expertise to create first- and best-in-class antiviral drugs. For further information about Cocrystal, please visit www.cocrystalpharma.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential efficacy of CDI-988 against coronaviruses and noroviruses, the expected timing of topline results of the MAD portion of the CDI-988 study, and the potential market for such product candidate. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Some or all of the events anticipated by these forward-looking statements may not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to, risks relating to our ability to obtain regulatory authority for and proceed with clinical trials including the recruiting of volunteers for the MAD cohorts of the CDI-988 Phase 1 study by our clinical research organizations and vendors, the results of such studies, our collaboration partners’ technology and software performing as expected, general risks arising from clinical studies, receipt of regulatory approvals, regulatory changes, and potential development of effective treatments and/or vaccines by competitors, including as part of the programs financed by the U.S. government, and potential mutations in a virus we are targeting that may result in variants that are resistant to a product candidate we develop. Further information on our risk factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor Contact:
LHA Investor Relations
Jody Cain
310-691-7100
jcain@lhai.com

Media Contact:
JQA Partners
Jules Abraham
917-885-7378
Jabraham@jqapartners.com

# # #

Primary Logo

Source: Cocrystal Pharma, Inc.

Released September 26, 2024

China’s E-commerce Giants Surge After Stimulus Package Boost

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– Alibaba, JD.com, and Pinduoduo stocks soar after China announces new monetary stimulus measures.
– The People’s Bank of China released $140 billion in liquidity by cutting interest rates and reserve requirements.
– Skepticism remains over whether these measures will lead to long-term economic recovery.

China’s major e-commerce players—Alibaba, JD.com, and Pinduoduo—saw a significant stock surge on Tuesday after the People’s Bank of China (PBOC) unveiled its first major stimulus package since the pandemic. The central bank’s efforts aim to inject liquidity into the economy and spark growth amid ongoing challenges in the property market and reduced consumer demand.

Shares of Alibaba rose by 7%, while JD.com jumped 11%, and Pinduoduo saw an increase of nearly 10%. This sharp rise followed the PBOC’s announcement of key interest rate cuts and a reduction in reserve requirements for banks. These measures are expected to free up around 1 trillion yuan ($140 billion) in liquidity, making it easier for businesses and households to access loans at lower interest rates.

The stimulus comes at a critical time for China’s economy, which has been grappling with a cooling property market and weaker-than-expected demand in recent months. The government’s regulatory crackdown on tech companies over the last few years further compounded the struggles of companies like Alibaba and JD.com. At the height of this crackdown, Alibaba was slapped with a $2.6 billion fine for antitrust violations. Despite some recovery in 2024, these companies remain far from their 2020 stock price highs.

The tech sector, which includes major firms such as Baidu, Tencent, and NetEase, saw a broad rally following the announcement. The CSI 300, Shanghai Composite, and Hang Seng indexes all rose over 4%, reflecting optimism among investors about the new economic measures.

While the stock market responded favorably, some experts remain cautious about the long-term impact of China’s stimulus efforts. Charles Schwab’s chief global investment strategist, Jeffrey Kleintop, expressed doubts that these moves will be enough to stabilize China’s property market or significantly improve household incomes. “A lower mortgage rate on existing loans might help households, but it doesn’t do anything to arrest the decline in property prices or aggregate incomes or jobs,” said Kleintop. Wolfe Research chief economist Stephanie Roth echoed these sentiments, noting that similar announcements in the past have generated excitement but did not produce sustained economic improvements.

The stakes are high for China’s economy, which has long been seen as a key driver of global growth. As the world’s second-largest economy, a slowdown in China could have ripple effects across international markets. Investors are keenly watching whether these new stimulus measures will generate enough momentum to help China regain its footing and whether companies like Alibaba and JD.com can continue to capitalize on a more favorable economic environment.

Despite the skepticism, the stock surge offers a brief respite for Chinese e-commerce firms, which have faced intense pressure over the last few years. While these gains are encouraging, the question remains whether this upward trajectory will last or if more comprehensive measures will be needed to keep China’s economic recovery on track.

Release – Traws Pharma, Inc. Appoints Luba Greenwood to Board of Directors

Posted on by aweinsoff@channelchek.com

Research News and Market Data on TRAW

Sep 20, 2024

PDF Version

Experienced Life Sciences Executive Brings Strategic Expertise to Support Traws’ Further Transformation and Growth

Director James J Marino Also to Step Down from Traws Board After a Decade of Service

NEWTOWN, Pa., Sept. 20, 2024 (GLOBE NEWSWIRE) — Traws Pharma, Inc. (Nasdaq: TRAW) (“Traws” or “the Company”), a clinical-stage biopharmaceutical company developing oral small molecule therapies for the treatment of respiratory viral diseases and cancer, today announced the appointment of Luba Greenwood as Director. In addition, Director James J. Marino is stepping down after nearly ten years of dedicated service, including four years as Chairman, due to other professional commitments.

“We are honored to welcome Luba Greenwood to the Traws Board,” said Iain Dukes, PhD, Executive Chairman of the Traws Board. “Luba brings a rich depth of experience as a Board Member, Investor, Strategic Advisor and Company Executive through her industry roles, including as a board member for public life science companies across a range of therapeutic areas, as Managing Partner of Binney Street Capital (BSC), and as Vice President of Global Business Development and M&A at Roche. As we begin the next phase of Traws’ development, including the advancement of our novel respiratory antiviral therapies through Phase 1 studies and the progression of our oncology strategy, we look forward to benefitting from Luba’s considerable expertise in strategy, corporate development and corporate governance.”

“I believe Traws is at a very important inflection point and I am excited to be part of the Company’s ongoing transformation,” said Luba Greenwood. “The Company has taken a very strategic approach to building and expanding its pipeline, starting with the April 2024 merger agreement with Trawsfynydd, one of the “Loch Companies” founded by the innovative i2020 Accelerator, supported by Torrey Pines Investments and Orbimed. Since April, the Company has delivered on its plan to advance the flu and COVID programs through Phase 1 dosing studies and initiate preparations to begin Phase 2 studies. In addition, it has progressed the development of its oncology strategy. I believe this is just the beginning for Traws and look forward to working with the Board and Management to create value for the Company’s investors and stakeholders.”

Dr. Dukes commented further, “On behalf of the Traws Board of Directors, I want to express our sincere gratitude to Jim for his dedicated and enduring service. As an active member of the biotech community, Jim has contributed valuable advice and leadership insight to the Company through the years, including four years as Chairman. We wish him all the best in his future endeavors.”

About Luba Greenwood
Luba Greenwood is an accomplished life science professional with substantial experience as an investor, board member, company executive, entrepreneur and industry leader. Ms. Greenwood founded and currently serves as the Managing Partner of the Dana Farber Cancer Institute Venture Fund, Binney Street Capital (BSC). In addition, Ms. Greenwood serves on the Board of Directors of several biopharmaceutical companies. Previously, Ms. Greenwood held roles as a senior executive or advisor for private and public biopharmaceutical companies, including Kojin Therapeutics, LUCA Biologics, Inc, and leading healthcare organizations including the Dana-Farber Cancer Institute. Prior to that, Ms. Greenwood held senior leadership and strategic business and corporate development roles for Verily Life Sciences LLC, F. Hoffmann-La Roche Ltd., and the Roche Diagnostics Innovation Center, East Coast. Ms. Greenwood received a B.A. in Biology from Brandeis University and a J.D. from Northeastern University Law School.

About Traws Pharma, Inc.

Traws Pharma is a clinical stage biopharmaceutical company developing oral small molecule therapies for the treatment of respiratory viral diseases and cancer. The viral respiratory disease program includes two potentially best-in-class oral small molecules in Phase 1 studies: tivoxavir marboxil, a novel oral antiviral drug candidate for influenza and avian flu, targeting the influenza cap-dependent endonuclease, and ratutrelvir, targeting Mpro (3CL protease) for COVID19.

In the cancer program, Traws is utilizing a partnering strategy, supported by investigator sponsored studies, to advance the oncology program which includes the novel proprietary multi-kinase CDK4-plus inhibitor, narazaciclib, and the multi-kinase inhibitor targeting cell cycle proteins including PLK-1, rigosertib.

Traws is committed to delivering novel compounds for unmet medical needs using state-of-the-art drug development technology. With a focus on product safety and a commitment to patients in need or that are specifically vulnerable, we aim to build solutions for important medical challenges and alleviate the burden of viral infections and cancer.

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties including statements regarding the Company, its business and product candidates. The Company has attempted to identify forward-looking statements by terminology including “believes”, “estimates”, “anticipates”, “expects”, “plans”, “intends”, “may”, “could”, “might”, “will”, “should”, “preliminary”, “encouraging”, “approximately” or other words that convey uncertainty of future events or outcomes. Although Traws believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the success and timing of Traws’ clinical trials, collaborations, merger integration, market conditions and those discussed under the heading “Risk Factors” in Traws’ filings with the Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of its date. Traws undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Traws Pharma Contact:

Mark Guerin
Traws Pharma, Inc.
267-759-3680
www.trawspharma.com

Investor Contact:

Bruce Mackle
LifeSci Advisors, LLC
646-889-1200
bmackle@lifesciadvisors.com

Organon to Acquire Dermavant, Expanding into U.S. Dermatology with VTAMA Cream

Posted on by slightbourne@noblecapitalmarkets.com

Organon, a global healthcare company focused on improving women’s health, announced a major acquisition of Dermavant Sciences Ltd., a subsidiary of Roivant. This acquisition includes Dermavant’s innovative dermatologic therapy, VTAMA® (tapinarof) cream, 1%, which is approved for treating plaque psoriasis and is currently under FDA review for atopic dermatitis.

The acquisition enhances Organon’s presence in the U.S. dermatology market, adding to their international portfolio. This move aligns with Organon’s mission to provide treatments for conditions that disproportionately affect women. The inclusion of VTAMA cream, which addresses psoriasis and potentially atopic dermatitis, fits into their strategic goal of expanding access to effective therapies. Dermavant’s established commercial team will integrate with Organon’s market capabilities, further extending the product’s reach.

Dermavant’s VTAMA cream has been a game changer in the dermatology space. Approved in May 2022, it provides a non-steroidal, once-daily treatment option for plaque psoriasis, a condition that impacts over 8 million Americans. Unlike traditional steroid treatments, VTAMA cream is free of safety warnings, making it an appealing option for long-term use. The product is also under review to extend its use to treat atopic dermatitis, a common inflammatory skin condition affecting over 16.5 million adults and 9.6 million children in the U.S.

Organon’s acquisition of Dermavant not only strengthens its foothold in the U.S. market but also provides a new channel for global growth. Organon CEO Kevin Ali emphasized that this acquisition is part of their commitment to improving women’s health and that integrating Dermavant’s operations would accelerate VTAMA’s availability to patients. With Organon’s commercial scale, they expect to significantly increase patient access to this novel therapy globally.

The acquisition is structured with an upfront payment of $175 million, a milestone payment of $75 million contingent upon FDA approval for atopic dermatitis, and additional payments of up to $950 million tied to commercial milestones. Dermavant shareholders will also receive tiered royalties on net sales. The deal, subject to regulatory approvals, is expected to close by the fourth quarter of 2024.

The acquisition complements Organon’s portfolio of women’s health solutions, biosimilars, and established medicines, bringing a much-needed dermatological therapy into its fold. VTAMA cream has been a success, becoming the top branded topical for plaque psoriasis within just two months of its launch. Organon expects that the therapy will continue to grow, especially as the FDA considers its use for atopic dermatitis.

For Dermavant, the deal provides an opportunity for continued growth, with the support and scale of Organon to take VTAMA to new markets and potentially reach millions of patients globally.

With this acquisition, Organon is well-positioned to further expand its impact in dermatology, providing innovative treatments for plaque psoriasis and potentially atopic dermatitis. The company continues to focus on improving the lives of patients, particularly women, by offering accessible and effective healthcare solutions.

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Camden National and Northway Financial Announce $86.6 Million Merger to Strengthen Northern New England Presence

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– Camden National to acquire Northway Financial in an all-stock deal valued at $86.6 million.
– The merger will create a regional banking leader in Northern New England with $7 billion in assets.
– The transaction is expected to boost Camden National’s 2025 and 2026 earnings significantly.

In a significant regional banking merger, Camden National Corporation has announced plans to acquire Northway Financial, Inc. in an all-stock transaction valued at approximately $86.6 million. The merger positions Camden National as a dominant player in the Northern New England market, enhancing its footprint across New Hampshire and Maine.

This strategic acquisition merges two culturally aligned and geographically adjacent banks, creating a larger, publicly traded financial institution. The combined entity will boast 74 branches, $7 billion in total assets, $5.1 billion in loans, and $5.5 billion in deposits. With an expanded network, Camden National will enhance its customer service offerings, including higher lending limits, broader product availability, and improved technology investments.

Simon Griffiths, President and CEO of Camden National, highlighted the complementary nature of the merger, emphasizing shared values and a unified vision for the future. “This union will bolster our presence in New Hampshire, drive profitability, and increase shareholder value. We will also deliver broader product offerings and an enhanced customer experience for our clients,” he said.

Northway Financial, which holds approximately $1.3 billion in assets, is poised to benefit from the combined scale and resources. William Woodward, President and CEO of Northway, echoed Griffiths’ enthusiasm, stating, “This merger allows us to strengthen our foundations and strategically position ourselves for future growth in a competitive market.”

Financially, the merger is expected to significantly boost Camden National’s earnings per share (EPS). The transaction is projected to be 19.9% accretive to Camden National’s 2025 EPS and 32.7% accretive to its 2026 EPS. This demonstrates the financial appeal of the merger, with both institutions positioned for strong, long-term growth.

Under the terms of the agreement, Northway shareholders will receive 0.83 shares of Camden National common stock for each outstanding share of Northway stock, with the transaction valued at $31.46 per Northway share based on Camden National’s closing price on September 9, 2024. Post-merger, Camden National shareholders will own 86% of the combined company, while Northway shareholders will hold a 14% stake.

Griffiths emphasized that the merger allows Camden National to leverage its significant investments in technology to offer enhanced banking services to a larger customer base. “We are excited to work with Northway’s impressive team to build upon both of our successful community banking franchises,” he said.

The deal, unanimously approved by both companies’ boards of directors, is expected to close in the first quarter of 2025, pending regulatory approvals and shareholder consent. Following the merger, Camden National’s capital ratios will remain well above regulatory requirements, providing a stable foundation for continued growth.

Advisors for the deal include Raymond James & Associates, Inc. as Camden National’s financial advisor and Sullivan & Cromwell LLP as legal counsel. For Northway, Performance Trust Capital Partners LLC served as the exclusive financial advisor, and Goodwin Procter LLP acted as legal counsel.

This merger marks a new chapter for both banks, creating a stronger regional institution equipped to navigate the evolving financial landscape and deliver enhanced value to shareholders.