Publicis Sapient Collaborates With Goldman Sachs To Build Their New Transaction Banking Platform And Becomes A Client

NEW YORK, July 29, 2020 /PRNewswire/ —  Publicis Sapient, the digital business transformation hub of Publicis Groupe, is very excited to have agreed to a multi-year collaboration with Goldman Sachs Bank USA (GS Bank), who has recently launched a cutting edge, digital-native cash, and payments services in the marketplace.

David Donovan, EVP, Publicis Sapient Financial Services Lead, America’s said, “Given Publicis Sapient is a digital leader in the financial services space, we are thrilled to work with Goldman Sachs to support the roll-out of their cloud-native transaction banking platform, which is the first all-digital platform in the market.”

The Goldman Sachs Transaction Banking platform is developed via an API-first approach and will provide innovative products like Virtual Integrated Accounts with enhanced capabilities and features. The platform is US-based for now and will expand to Europe and Asia starting next year.

Publicis Groupe has sophisticated cash management operations and will leverage GS’s enhanced platform to manage some of its treasury operations.

“Publicis Sapient has been a trusted collaborator supporting our digital capabilities, and we’re excited that they’ve signed on to be a Transaction Banking client,” said Luc Teboul, Managing Director and Engineering lead for the Goldman Sachs Transactional Banking platform.

About Goldman Sachs
The Goldman Sachs Group, Inc. is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments, and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

About Publicis Sapient
Publicis Sapient is a digital transformation partner helping established organizations get digitally enabled, both in the way they work and how they serve their customers. We help unlock value through a start-up mindset and modern methods, fusing strategy, consulting, and customer experience with agile engineering and problem-solving creativity. As digital pioneers with 20,000 people and 53 offices worldwide, our experience spanning technology, data sciences, consulting, and customer obsession – combined with our culture of curiosity and relentlessness – enables us to accelerate our clients’ businesses through designing the products and services their customers truly value. Publicis Sapient is the digital business transformation hub of Publicis Groupe. For more information, visit publicissapient.com.

Contact:
Casey Craig
(917) 862-6336
casey.craig@publicissapient.com

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IMAX China Reports Half-year 2020 Financial Results

GREATER CHINA HIGHLIGHTS
(Note: Percentage and other changes refer to first-half 2019 unless otherwise noted)

  • 401 out of IMAX China’s approximately 700 theatre network in Chinese mainland have resumed operations under the China Film Administration’s guidelines. Including the Hong Kong and Taiwan network, 411 IMAX Greater China theatres are open as of the reporting date.
  • IMAX China signed 22 deals in the first half of 2020, led by a 20-theatre agreement with longtime partner and industry leader Wanda Film, and a new agreement at the highly anticipated Universal Beijing CityWalk.
  • Backlog reached 271 systems as of June 30, 2020.
  • Revenue of US$6.7 million, down 89% year-over-year, with an adjusted net loss of US$15.5 million due to the adverse impact of COVID-19 and the temporary closure of most of the theatre network.
  • The Company maintains a strong balance sheet with US$73.8 million in net cash as of June 30, 2020.
  • Approval of a stable interim dividend of approximately US$7 million (US$0.02 per share) for the first half of 2020.

SHANGHAI, July 29, 2020 /PRNewswire/ — IMAX China Holding, Inc. (“IMAX China” or the “Company”, HKSE: 1970) today reported half-year 2020 Greater China revenue of US$6.7 million, gross and adjusted loss of US$4.0 million and US$15.5 million, respectively. For adjustments to profit (loss) for the period and a full detail of financial results, please refer to the interim results announcement posted with the Hong Kong Stock Exchange or on the Investor Relations section of the IMAX China web site (http://www.imax.cn/investor). 

Loss of box office and other revenue due to the closure of approximately 700 IMAX theatres in Chinese mainland from January 24, 2020, through to the end of the reporting period, and a decrease in theatre system installations during the COVID-19 outbreak drove results down in the first-half of 2020. Many theaters in Chinese mainland were given permission to start reopening on July 20, 2020 under China Film Administration’s guidelines which include certain safety protocols.

“We are happy to see theaters reopen and look forward to welcoming back IMAX fans to enjoy their favorite films in an unparalleled experience.” said Richard L. Gelfond, Chairman of IMAX China. “IMAX China’s financial strength built upon a unique asset-light business model, strong cash position and disciplined cost management over the years has helped us navigate through the unprecedented temporary shutdown of our theatre network. Given our proven product offering, we are confident that consumers cannot wait to return to trusted brands like IMAX for its differentiated entertainment experience and for what shapes to be a formidable content pipeline through 2021,” said Mr. Gelfond.

“We believe trends including blockbusterization and local language content gravitating towards IMAX-friendly genres will continue to play out post-COVID, enabling IMAX China to emerge from this crisis with an even stronger foothold,” said Edwin Tan, CEO of IMAX China. “The theatrical debut of Bloodshot and Dolittle in Chinese mainland generated an IMAX box office of RMB5.2 million over the past weekend, representing close to 10% box office indexing. We remain optimistic about the long-term growth potential in China and look forward to welcoming back our patrons in the second half of 2020.”

IMAX China Dividend

IMAX China today announced that its Board of Directors approved the payment of an interim cash dividend of US$0.02 per share, or approximately US$7 million in total, based on the total number of shares in issue as of June 30, 2020.

Network Update

The Company continued to build new partnerships and expand existing ones during the reporting period. Signings were headlined by a 20-theatre agreement with longtime partner and industry leader Wanda Film, including IMAX with Laser® upgrades at ten of its top-grossing IMAX theatres, in addition to ten IMAX systems at new locations throughout the country. IMAX China’s first half also included important agreements with Universal Beijing CityWalk Cinema and the China National Film Museum’s laser upgrade. This brings total backlog as of June 30, 2020 to 271 theater systems.

As of June 30, 2020, there were 714 systems in the IMAX® theatre network in Greater China, of which 358 operate under full revenue sharing arrangements, 104 under hybrid revenue sharing arrangements and 252 operate under sales arrangements.  

Fiscal Year 2020 Company Guidance

With theatres having reopened only for a week at the time of this press release, the Company would defer installation guidance for the year of 2020 until we have greater visibility. The Company continues to work closely with its partners and intends to update the market when more information is available. 

 

Greater China Key Metrics

Six months ended Jun 30,

2020

2019

Greater China Signings

Sales

12

8

Revenue Share

0

43

IMAX with Laser Upgrade

10

0

Total

22

51

Greater China Theatre Installations

Sales

1

5

Revenue Share

2

19

IMAX with Laser Upgrade

0

6

Total

3

30

Greater China Network

Commercial Multiplex

699

647

Institutional

15

15

Total

714

662

Greater China Backlog

271

298

IMAX Greater China Box Office

US$7.4 million

US$236 million

Film Count

Mainland China

0

22

HK/ Taiwan Only

8

4

Total

8

26

 

Film Slate for 2020

To date, IMAX China or IMAX Corporation have announced the following titles for release in 2020. While not all of these titles are assured of release in China, IMAX China would have access to them in the event they secure official Chinese release dates. The Company intends to announce and exhibit additional titles upon confirmation of film release dates in China. All release dates below relate to their US release date unless otherwise noted.

  • Bloodshot: The IMAX Experience (Bona, July 2020 in China);
  • Dolittle: The IMAX Experience (Universal Pictures, July 2020 in China);
  • Interstellar: The IMAX Experience (Warner Bro. Pictures, August 2020 in China) (re-release);
  • 1917: The IMAX Experience (Alibaba Pictures, August 2020 in China) IMAX expanded aspect ratio;
  • Ford vs. Ferrari: The IMAX Experience (Walt Disney Studios, August 2020 in China);
  • Bad Boys For Life: The IMAX Experience (Sony Pictures, August 2020 in China);
  • Harry Potter and the Sorcerer’s Stone: The IMAX Experience 3D (Warner Bro. Pictures, August 2020 in China)
  • Tenet: The IMAX Experience (Warner Bros. Pictures, August 2020 (International); September 2020 (U.S.)) Filmed with IMAX cameras;
  • Wonder Woman 1984: The IMAX Experience (Warner Bros. Pictures, October 2020) Filmed with IMAX cameras;
  • No Time to Die: The IMAX Experience (Universal Pictures, November 2020) Filmed with IMAX cameras;
  • Black Widow: The IMAX Experience (Walt Disney Studios, November 2020);
  • Dune: The IMAX Experience (Legendary East, December 2020) Filmed in IMAX;  
  • Mulan: The IMAX Experience (Walt Disney Studios, TBD);
  • The King’s Man: The IMAX Experience (Walt Disney Studios, TBD);
  • Onward: The IMAX Experience (Walt Disney Studios, TBD);
  • Detective Chinatown 3: The IMAX Experience (Wanda Studios, TBD, China) Filmed with IMAX cameras;
  • The Eight Hundred: The IMAX Experience (Huayi Bros., TBD, China) Filmed with IMAX cameras;
  • The Rescue: The IMAX Experience (Maoyan, TBD, China) IMAX expanded aspect ratio;
  • Leap: The IMAX Experience (Lian Ray Pictures, TBD, China); and
  • Vanguard: The IMAX Experience (Tencent, TBD, China).

Conference Call

The Company will host a conference call today at 7:30 AM Hong Kong Time to discuss its half-year 2020 financial results. To access the call via telephone, interested parties in the US and Canada should dial (866) 548-4713 approximately 5 to 10 minutes before the call begins. Hong Kong callers should dial 800-961-105 and other international callers should dial (647) 484-0477. The conference ID for the call is 6095229. A replay of the call will be available via webcast at www.imax.cn/investor/l-en or via telephone by dialing (888) 203-1112 (US and Canada), or (647) 436-0148 (international), or 800-901-108 (Hong Kong). The Conference ID for the telephone replay is 6095229.

About IMAX China

IMAX China is a subsidiary of IMAX Corporation, and was incorporated as a limited liability company under the laws of Cayman Islands. IMAX China was established by IMAX Corporation specifically to oversee the expansion of IMAX’s business throughout Greater China. Shares of IMAX China trade on the Hong Kong Stock Exchange under the stock code “1970.”

About IMAX Corporation

IMAX Corporation, an innovator in entertainment technology, combines proprietary software, architecture and equipment to create experiences that take you beyond the edge of your seat to a world you’ve never imagined. Top filmmakers and studios are utilizing IMAX theatres to connect with audiences in extraordinary ways, and, as such, IMAX’s network is among the most important and successful theatrical distribution platforms for major event films around the globe.

IMAX Corporation is headquartered in New York, Toronto and Los Angeles, with additional offices in London, Dublin, Tokyo, and Shanghai. As of June 30, 2020, there were 1,615 IMAX Theater Systems operating in 81 countries and territories, including 1,527 commercial multiplexes, 13 commercial destinations and 75 institutional locations. On October 8, 2015, shares of IMAX China, a subsidiary of IMAX Corporation, began trading on the Hong Kong Stock Exchange under the stock code “1970.”

IMAX®, IMAX® 3D, IMAX DMR®, Experience It In IMAX®, An IMAX 3D Experience®, The IMAX Experience®, IMAX Is Believing® and IMAX nXos® are trademarks of IMAX Corporation. More information about IMAX Corporation can be found at www.imax.com. You may also connect with IMAX on Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).

This press release contains forward looking statements that are based on IMAX Corporation and IMAX China management’s assumptions and existing information and involve certain risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by such forward looking statements. Important factors that could affect these statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), business and technology strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of business, operations and technology, plans and references to the future success of IMAX Corporation, IMAX China or any other consolidated subsidiaries of IMAX Corporation (each, a “Group Member”, and collectively, “IMAX Group”) and expectations regarding the future operating, financial or technological results of any Group Member. These forward-looking statements are based on certain assumptions and analyses made by the IMAX Group in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of any Group Member is subject to a number of risks and uncertainties, including, but not limited to, risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; risks related to IMAX Group’s growth and operations in China; the performance of IMAX DMR films; the signing of theater system agreements; conditions, changes and developments in the commercial exhibition industry; risks related to currency fluctuations; the potential impact of increased competition in the markets within which any Group Member operates; competitive actions by other companies; the failure to respond to change and advancements in digital technology; one Group Member’s largest customer accounting for a significant portion of its revenue and backlog; risks related to new business initiatives; conditions in the in-home and out-of-home entertainment industries; the opportunities (or lack thereof) that may be presented to and pursued by a Group Member; risks related to cyber-security; risks related to any Group Member’s inability to protect its intellectual property; general economic, market or business conditions; the failure to convert theater system backlog into revenue; changes in laws or regulations; the failure to fully realize the projected cost savings and benefits from any Group Member’s restructuring initiative; and other factors, many of which are beyond the control of any Group Member. These factors, other risks and uncertainties and financial details are discussed in IMAX Corporation’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

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ComplyAdvantage Closes US$50M Series C to Fuel Growth and Expansion in Fight Against Financial Crime

World Leader in Financial Crime Detection Technology Backed by Funding from Ontario Teachers’ Pension Plan Board, Index Ventures, and Balderton Capital

NEW YORK and TORONTO, July 29, 2020 /PRNewswire/ — ComplyAdvantage, a global technology company transforming financial crime detection, has announced the close of a US$50 million Series C funding round, bringing the total investment to date to US$88M. The company will apply the investment toward rapid product and market expansion across the United States, Europe, and the Asia-Pacific region.

The Series C round was led by Ontario Teachers’ Pension Plan Board (Ontario Teachers’), one of the world’s largest pension plans with C$207.4 billion in net assets, through its Teachers’ Innovation Platform (TIP), which focuses on late-stage venture and growth equity investments in companies that use disruptive technology. Existing ComplyAdvantage investors Index Ventures and Balderton Capital also participated in the round.

“Ontario Teachers’ deep experience and credibility with global financial institutions made them a natural choice to lead the round,” said Charles Delingpole, Founder and CEO of ComplyAdvantage. “Ontario Teachers’ takes a long view of investing that is genuinely aligned with our own vision at ComplyAdvantage to transform how companies mitigate risk. This funding allows us to accelerate the development of our industry-leading data and suite of products to serve institutions with diverse clients and complex risk exposure.”

Already the preferred choice of some of the world’s largest banks, enterprises and high-growth fintechs, ComplyAdvantage uses machine learning and natural language processing to help regulated organizations manage their risk obligations and prevent financial crime. The company’s proprietary database is derived from millions of data points that provide dynamic, real-time insights across sanctions, watchlists, politically exposed persons, and negative news. This reduces dependence on manual review processes and legacy databases by up to 80% and improves how companies screen and monitor clients and transactions.

“ComplyAdvantage offers mission-critical technology solutions for combating financial crime and keeping pace with an ever-evolving regulatory landscape,” said Olivia Steedman, Senior Managing Director, TIP, at Ontario Teachers’. “The company is well positioned to continue its rapid growth as its powerful technology platform transforms the compliance and risk management process for its clients.”

External risk indicators are becoming harder to spot as the amount of information available grows exponentially and the speed of change gathers pace. COVID-19 has created additional challenges for governments and financial institutions. They are having to decipher changes in transaction patterns and manage new levels of risk associated with large amounts of pandemic-relief funds during a mass and unplanned migration to remote working.

“Detecting financial crime in billions of transactions that take place around the globe has become nearly impossible without the application of data science and machine learning. It is this approach that has made ComplyAdvantage into a leader in the category, and the go-to partner for organizations who seek to automate what are still very often manual or inadequate processes,” said Jan Hammer, Partner at Index Ventures.

About Ontario Teachers’
The Ontario Teachers’ Pension Plan Board (Ontario Teachers’) is the administrator of Canada’s largest single-profession pension plan, with C$207.4 billion in net assets (all figures as at December 31, 2019). It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an annual total-fund net return of 9.7% since the plan’s founding in 1990. Ontario Teachers’ is an independent organization headquartered in Toronto. Its Asia-Pacific region office is located in Hong Kong and its Europe, Middle East & Africa region office is in London. The defined-benefit plan, which is fully funded, invests and administers the pensions of the province of Ontario’s 329,000 active and retired teachers. For more information, visit otpp.com and follow us on Twitter @OtppInfo.

About ComplyAdvantage
ComplyAdvantage is the financial industry’s leading source of AI-driven financial crime risk data and detection technology. ComplyAdvantage’s mission is to neutralize the risk of money laundering, terrorist financing, corruption, and other financial crime. More than 500 enterprises in 75 countries rely on ComplyAdvantage to understand the risk of who they’re doing business with through the world’s only global, real-time database of people and companies. The company actively identifies tens of thousands of risk events from millions of structured and unstructured data points every single day. ComplyAdvantage has four global hubs located in New York, London, Singapore and Cluj-Napoca and is backed by Ontario Teachers’, Index Ventures and Balderton Capital. Learn more at complyadvantage.com.

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WORLD’S FASTEST GROWING CONGLOMERATE BELLAGRAPH NOVA LEADS THE WAY FOR GLOBAL SUCCESS WITH NEW STRATEGIC HIRES FROM THE LVMH GROUP

PARIS, July 29, 2020 /PRNewswire/ — The Bellagraph Nova (BN) Group is ready to share its vision and strategic plans to achieve further expansion and global success.  This recently formed visionary conglomerate has already instituted its own revolutionary blueprint to ensure a future legacy that has never been achieved before.

Most successful multinational conglomerate such as LVMH has prided itself on adopting a decentralized format where each of its companies or “houses” operate autonomously and independent of one another.  While this has led to great success for LVMH, the BN Group has adapted similar business practice but with the strategic flair of implementing a centralized marketing division headquartered in Paris, France, to maintain accountability and ensure homogenous global development for all of its global entities and partners.

The current fiscal year has presented a historic set of challenges for all businesses.  “Growth” has been a seldomly used term in current business conversations. While most companies believed that “people make the difference,” most companies have inevitably been forced to retrench and downsize due to the global economic downturn.  On the other hand, the executive team at the BN Group have staunchly rejected any contractionary proposals to reduce and tighten up its global workface. In fact, the BN Group has gone the opposite direction of most and actually invested in upgrading resources to further develop and enhance its workforce’s performance and productivity through educational projects, coaching seminars, internal career development programs, and advanced degree courses.  While the BN Group also understands that “people make the difference,” it believes the key to the company’s success is further empowering them. In addition, the BN Group has also aggressively sought to recruit global talents to further strengthen its strategic team. 

Mr. Kirk Wagar
Mr. Kirk Wagar

Most recently, the Bellagraph Nova Group welcomed former United States Ambassador Mr. Kirk Wagar as strategic advisor to its board of directors. Founding partner Mr. Nelson Loh said, “Ambassador Wagar has been a trusted adviser and personal friend of mine and during this challenging pandemic period, we have spoken frequently on how we could potentially work more closely in realizing a shared common vision for creating a better future. With Bellagraph Nova on the verge of taking flight, I am extremely excited to have Ambassador Wagar join us with his years of experience as a former US Ambassador as well as his rich expertise on board numerous global strategic advisory boards.” Ambassador Kirk Wagar has served on global advisory and strategic boards such as LVMH’s L Catterton Private Equity Fund, the Ontario Government pension fund – OMERS, as well as the US$30billion Tech focused Private Equity Fund Insight Partners etc.

Mr. Nereides Antonio Giamundo de Bourbon
Mr. Nereides Antonio Giamundo de Bourbon

In addition to Mr. Wagar’s appointment, the BN Group is ecstatic with the designation of LVMH’s former Global Head of Marketing and Business Strategy, Mr. Nereides A.G. De Bourbon.  As the newly appointed Global Head of Marketing and Investment Strategy, Nereides brings his unparalleled track record, knowledge, and expertise to a young multinational conglomerate on the fast track to achieving prominence and global recognition.  On comparisons between these two companies, Nereides shared some of the finer facets.  “Both LVMH and the BN Group have been able to achieve a heightened state of synergy and that has been pivotal in their continued success.  While LVMH is open to sharing resources amongst its developing houses despite their relative autonomy, the BN Group believes a more cohesive synergy is realized amongst all of its 31 entities through co-branding and sharing common objectives.  The BN Group also welcomes collaborations with governments and other prominent business entities.”

Mr. Terence Loh, Ms. Evangeline Shen, Mr. Nelson Loh
Mr. Terence Loh, Ms. Evangeline Shen, Mr. Nelson Loh

One of the most pronounced differences between LVMH and the BN Group is simply the DNA to their success. Founding partner Mr. Terence Loh elaborated more on this insightful comparison. “The Bellagraph Nova Group is categorically in its early stages as we all here are committed and focused on building this dream into a reality as a singular definitive conglomerate that innovates and delivers the very best in luxury, healthcare, and technology.  On the other hand, LVMH is steeped in history and heritage.  While this ‘savoir-faire’ core culture has led to the continued success of selling its luxury brands with a rich story to share, it also inevitably restricts its entities from deviating and even disrupting too much of its established branding and identity. The BN Group is essentially the antithesis of this ideology so it is capable of limitless creative freedom in developing new products and innovations while utilizing the latest technology.”

To elaborate, the LVMH Group is entrenched in the past with its renowned identity in luxury and history.  Because of its reliance in addressing its heritage when proposing new marketing strategy, its strongest asset also poses somewhat as an encumbrance when contending with past traditions and creative ideas.  Unlike this culture, the BN Group is essentially not anchored to its past and possesses the unhindered potential to develop at an accelerated pace into all potential sectors.  Furthermore, the BN Group is open to consider investing in both developed and emerging markets whether they have a proven track record for success or not.  One underlying business objective for the BN Group is to provide support to economically-challenged countries and provide the necessary resources to contribute to their economic growth and development.

When it comes to comparisons on durability, Chairman and Founding partner Ms. Evangeline Shen shared this explanation on the similarities and differences between these two multinational conglomerates.  “I am truly impressed with how LVMH CEO Mr. Bernard Arnault has been able to retain the iconic heritage of its renowned Houses while still constantly reinventing them to optimize its durability against the fickle tastes and demands of modern times.  He truly understands that the consumer is the heart and soul of LVMH’s continued success and ecosystem.  While LVMH focuses solely in the luxury sector, the BN Group has achieved unmatched success with guaranteeing its durability through tremendous engagement in all fields.  We aspire to influence each person and the global economy as a whole.  On top of that, the BN Group is unwavering in its commitment to respecting the environment and all resources similar to LVMH.  However, we endeavor to develop and integrate new technologies to protecting the environment and always innovating with sustainability as a core priority.”

ABOUT BELLAGRAPH NOVA GROUP

Sustainability, diversity and ethics, constitute the cornerstone of BN Group’s model and compliance policy for its executives, employees and stakeholders. Our emblem is the butterfly, the symbol par excellence of endurance and perennial metamorphosis.

The Group is headquartered in the famous 10 Place Vendôme in Paris, France. With 31 entities in over 100 countries, the combined US$12 billion revenue Bellagraph Nova Group is the world’s fastest growing 360° lifestyle platform.

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Five Arrows Acquires Majority Stake in Leading Emergency Preparedness & Response Software Business

Partnership between Juvare and Five Arrows provides foundation for international expansion

NEW YORK, July 29, 2020 /PRNewswire/ — Juvare LLC, the leader in critical incident preparedness and response software, announced today that Five Arrows – the corporate private equity arm of Rothschild & Co – has completed the purchase of a majority investment of Juvare from Thomas H. Lee Partners, L.P. The terms of the transaction have not been disclosed.

Juvare’s suite of emergency preparedness and response software and solutions, which includes the industry-standard WebEOC, and the revolutionary Juvare Exchange, empower all response stakeholders, including federal, state, and local emergency management agencies, first responders, emergency medical personnel and corporate clients to work together to serve their communities and organizations in critical incidents of all types.

“We are thrilled to be working with Five Arrows on our next chapter of growth in the US and more internationally,” said Robert ‘Bob’ Watson, CEO of Juvare. “We liked the Five Arrows focus and track record of creating value in businesses with non-discretionary product offerings in critical front line sectors. Their strong local networks and distinctive strength in Europe made them our partner of choice.”

Five Arrows is organizing this investment through its European fund (Five Arrows Principal Investments) and its US fund (Five Arrows Capital Partners). Both funds have a shared goal of investing in entrenched B2B data & software businesses with high recurring revenue and a proven history of organic growth.

“Juvare is the type of company we love to invest in – a market leader that has embedded technology serving an installed base of loyal customers in resilient end markets with must-have products,” remarked Vivek Kumar, Partner at Five Arrows Principal Investments. “This investment is a great opportunity for our European and North American private equity teams to work seamlessly to help deliver Bob’s strategic objectives.”

Ari Benacerraf, Partner at Five Arrows Capital Partners, further commented that “We are absolutely delighted to be partnering with Bob and his team given their track record of serving customers with mission-critical technology that provides complete situational awareness by organizing the essential information needed into a real-time common operating picture.”

“We sincerely appreciate our partnership with Bob and the rest of the talented Juvare team. Over the last few years, Juvare has grown significantly by diversifying its business and broadening and deepening its relationships with customers around the world,” said Laura Grattan, Managing Director at Thomas H. Lee Partners. “We believe Juvare is well-positioned for continued success and wish the team and Five Arrows well in the years ahead.”  

In recent years, Juvare’s solutions have been used to prepare for and respond to major emergencies and adverse incidents including hurricanes Harvey, Maria, Irma, and Dorian; the California wildfires; active shooter incidents including the Orlando Pulse Nightclub and Las Vegas Route 91 Harvest Festival shootings; planned events such as Super Bowls and other major public events; as well as global preparedness and response efforts including: Covid-19, H1N1 (Swine Flu), H5N9 (Avian Flu), Ebola (EVD), and the SARS outbreak.

Juvare technology connects over 80% of state public health agencies, 3,500+ hospitals, 50+ federal agencies, and 500+ Emergency Management operations across the U.S., as well as a rapidly expanding international presence. Today the company has clients in over 25 countries with an increasing take-up by corporates, particularly in highly regulated end markets.

Headquartered in Atlanta, Georgia, Juvare currently has an additional United States office in Washington D.C., a European office in Kaunas, Lithuania, and an Asia-Pacific office in Wellington, New Zealand.

Robert W. Baird & Co. Inc served as financial advisor and Weil, Gotshal & Manges LLP and Morris, Manning & Martin LLP served as legal advisors to Juvare and Thomas H. Lee Partners. Raymond James Investment Banking acted as financial advisor and Troutman Pepper acted as legal advisor to Five Arrows.

ABOUT JUVARE
Juvare is a worldwide leader in emergency preparedness and critical incident management and response software. Juvare solutions empower government agencies, corporations, healthcare facilities, academic institutions, and volunteer organizations to leverage real-time data to manage incidents faster and more efficiently, protecting people, property, and brands. For more information, visit www.juvare.com.

ABOUT FIVE ARROWS
Five Arrows Principal Investments (FAPI) and Five Arrows Capital Partners (FACP) are respectively the European and US corporate private equity arms of Rothschild & Co’s Merchant Banking business. Merchant Banking manages over $16bn globally which includes approximately $4 billion dedicated to corporate private equity, as well as a series of funds dedicated to senior and junior credits, primary and secondary fund investing and co-investments, with offices in Paris, London, New York, Los Angeles and Luxembourg.

FAPI and FACP are focused on investing in middle-market companies with highly defensible market positions; strong management teams; business models with high visibility of organic unit volume growth and strong free cash flow conversion; and multiple operational levers that can be used to unlock latent value. Sectors are limited to data and software, technology-enabled business services and healthcare. For more information, please visit https://www.rothschildandco.com/en/merchant-banking/corporate-private-equity.

ABOUT THOMAS H. LEE PARTNERS:
THL invests in middle market growth companies, headquartered primarily in North America, exclusively in four sectors: Consumer, Financial Services, Healthcare and Technology & Business Solutions. We couple our deep sector expertise with dedicated internal operating resources to transform and build great companies of lasting value in partnership with management. Since 1974, we have raised more than $25 billion of equity capital, invested in over 150 companies and completed more than 400 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion.  With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management. For more information on THL, please visit THL.com.

PRESS CONTACT:

For Juvare:
Josh Byrd
VP, Marketing 
(866) 200-0165
josh.byrd@juvare.com 

For Five Arrows:
Emma Rees
Tel: +44 7703 715763
emma.rees@rothschildandco.com

For THL:
Devin Broda/Cameron Seligmann
Sard Verbinnen & Co
(212) 687-8080
THL-SVC@sardverb.com

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Fisker Inc. Announces Board Of Directors

– Leadership and Board teams in place and preparing for completion of merger with Apollo affiliated Spartan Energy Acquisition Corporation (NYSE: SPAQ) later this year

– Strong track record of Environmental, Social and Governance (ESG) leadership across Board of Directors appointees

– Mark Hickson appointed to Board by Spartan

LOS ANGELES, July 28, 2020 /PRNewswire/ — Fisker Inc. (“Fisker”), a developer of the world’s most emotionally desirable, eco-friendly electric vehicles, is today announcing the composition of its Board of Directors, which has been designed anticipating the completion of its merger with Spartan Energy Acquisition Corporation (NYSE: SPAQ) (“Spartan”), a special purpose acquisition company sponsored by an affiliate of Apollo Global Management, Inc. (NYSE: APO) (“Apollo”). The Board will be comprised of seven members, including two executives from Fisker, four external directors and a Spartan appointee.

Fisker Inc. Board of Directors:

  • Henrik Fisker, Founder, Chairman and CEO of Fisker
  • Dr. Geeta Gupta-Fisker, Co-founder and CFO of Fisker
  • Wendy Greuel, former Controller and Councilmember for the City of Los Angeles
  • Mark Hickson, Executive Vice President Corporate Development, Strategy, Quality and Integration for NextEra Energy, Inc.
  • Rod Randall, Co-founder of Vesbridge Partners, Executive Partner of Siris Capital, Board Director of Stratus Technologies and Mavenir, Chairman of the Board of Maglev Aero
  • Henry Ward, Founder and CEO of Carta
  • Nadine Watt, CEO of Watt Companies and Chair of the Los Angeles Business Council

In addition, Hinrich Woebcken has been retained by Apollo to provide certain strategic and operational advisory services to Fisker. The merger between Fisker and Spartan is anticipated to be completed later this year, and will result in shares of Fisker’s Class A Common Stock trading on the New York Stock Exchange as a publicly listed company.

Commenting on the formation of the Board, Henrik Fisker, Chairman and Chief Executive Officer of Fisker said: “As we further evolve our company and execute on our plans to deliver our first vehicle, the most important element is the team who will deliver on our vision. I look forward to working with our Board of Directors that shares our focus on and commitment to ESG leadership as the bedrock for the company.”

Mark Hickson added: “Joining Fisker’s Board at this exciting time is a great privilege and I look forward to helping Henrik and his team realize the full potential of the company.”

Following over 15 years in senior positions across the automotive industry, including at BMW and Volkswagen, incoming special advisor to Fisker, Hinrich Woebcken commented: “As electric charging infrastructure is building up fast, range of EVs increase and prices for EVs come down, more and more consumers see an EV as a great choice. The strong transition into electric mobility has just begun. I believe that Henrik and his team have created a great brand, product and business model package which has the potential for a strong growth journey. The Fisker Ocean is a stunningly good looking, family friendly compact SUV with inside midsize dimensions and feel. The affordability of this premium EV will be additionally convincing. I am excited to support with my industry background this great endeavor.”

Biographies for Board members are available here: Fisker Inc. Board of Directors

For more information, or for interview inquiries, contact Fisker@GoDRIVEN360.com.

About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive industry by developing the most emotionally desirable and eco-friendly electric vehicles on Earth. Passionately driven by a vision of a clean future for all, the company is on a mission to become the No. 1 e-mobility service provider with the world’s most sustainable vehicles. To learn more and to reserve the all-electric Fisker Ocean, visit www.FiskerInc.com.

Forward Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding Spartan’s proposed acquisition of Fisker, Spartan’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Spartan and Fisker disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Spartan and Fisker caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either Spartan or Fisker. In addition, Spartan cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Spartan or Fisker following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of Spartan, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts Spartan’s or Fisker’s current plans and operations as a result of the announcement of the transactions; (v) Fisker’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Fisker to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that Fisker may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Spartan’s periodic filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other SEC filings. Spartan’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Important Information for Investors and Shareholders
In connection with the proposed business combination, Spartan Energy Acquisition Corp. will file a proxy statement with the SEC. Additionally, Spartan Energy Acquisition Corp. will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of Spartan Energy Acquisition Corp. are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation
Spartan Energy Acquisition Corp. and its directors and officers may be deemed participants in the solicitation of proxies of Spartan’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Spartan’s executive officers and directors in the solicitation by reading Spartan’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Spartan’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.

Logo – https://mma.prnasia.com/media2/626128/Fisker_Inc_Logo.jpg?p=medium600

 

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Quarz Capital Management, Ltd. Sends Open Letter to the Board and Management of Teckwah Industrial Corporation Limited to Engage on the Proposals to Unlock a Total Potential Return of >30% in Teckwah’s share price

GEORGE TOWN, Cayman Islands, July 28, 2020 /PRNewswire/ — Quarz Capital Management, Ltd. (QCM), an investment manager, today issued a letter urging Teckwah Industrial Corporation Limited to take immediate steps to address the severe undervaluation of its share price and unlock a potentially attractive total return of >30% to all shareholders.

Teckwah’s share price continues to trade at a substantial ~25% discount to its worst case ‘liquidation value’ of ~S$152million. This is despite the firm’s ‘cash rich’ balance sheet with more than ~S$67million of estimated net cash and working capital and newly constructed HQ (Pixel Red) fronting Upper Paya Lebar Road conservatively valued at ~S$73million. QCM believes that the severe undervaluation of Teckwah can potentially be attributed to the perceived investors’ lack of information on Teckwah’s operations and growth strategy and the potential profound loss of confidence in the firm’s ability to sustain and grow profitability.  Since its IPO in 1994, the firm’s adjusted share price has generated a weak estimated return of 27% over the last 26 years, equivalent to a mere return of ~0.9% per year! Except for a slight one-off increase in dividend in 2016-2017, Teckwah’s dividend payout has remained at the same level since 2011.

QCM proposes that Teckwah commits to increase its dividend paid per year to S$0.0315 per share (~6.3% dividend yield). Teckwah will retain more than S$40million of net cash which is estimated to increase by >S$5million per year from free cashflow to continue executing on its strategic growth plans and capitalize on opportunities. The proposed capital return policy will instill a higher level of cash and operational efficiency in the firm.

Given the structural growth trend of MNCs outsourcing to Third Party Logistics players to reduce cost and refocus on core competency, we call on management to bring in the required industry expertise to professionalize and expedite the growth of this business segment. The benefits of economics of scale will enable Teckwah to provide a more competitive offering to customers.

Given the changing dynamics in the logistic industry, Teckwah’s board and management can benefit from fresh perspective, particularly in the areas of business development, technological expertise, and operational execution. With the new Code of Corporate Governance introducing the cap in Independent Director’s tenure, QCM urges the firm to refresh the board and management with new and relevant expertise who have strong relationship in the industry and potential client base.

QCM believes that its recommendations will provide a clear pathway for the company to achieve its fair value of ~S$0.66 per share and deliver an attractive ~+30% upside to shareholders. QCM has delivered the following letter to Teckwah Industrial Corporation Limited’s management team, board of directors and other stakeholders.

QCM and its affiliates are prepared to increase our shareholding on further price weakness of the firm. We have discussed our proposals with other shareholders and intend to propose measures in AGMs and EGMs including mandating a full Strategic Review and the election of board members who can advance strategies to increase shareholder value.

QUARZ CAPITAL MANAGEMENT, LTD. ISSUES OPEN LETTER TO
THE MANAGEMENT AND BOARD OF TECKWAH INDUSTRIAL CORPORATION LIMITED

ALL RECIPIENTS ARE ADVISED TO READ
IMPORTANT DISCLOSURE INFORMATION
AT THE END OF THE ATTACHED LETTER

Quarz Capital Management, Ltd.
Clifton House 75 Fort Street
George Town I KY1-1108 I Grand Cayman
Cayman Islands

TO ENGAGE ON THE PROPOSALS TO RETURN EXCESS CAPITAL AND TO EXPEDITE ON GROWTH STRATEGIES
– POTENTIAL TOTAL RETURN IN EXCESS OF 30% OVER THE MID-TERM –

Dear Mr. Chua and Members of the Board,

Quarz Capital owns more than 6% of the total shares of Teckwah Corporation Limited (the “Company“, “Firm” or “Teckwah”). We are the 4th biggest shareholder of the firm.

As a long-term and substantial shareholder of Teckwah, we have consistently engaged with your team. Despite our active engagement, we are disappointed and highly unsatisfied with the company’s persistent inaction. Teckwah’s share price continues to trade at a substantial ~25% discount1 to its worst case ‘liquidation value’ of ~S$152million. This is despite the firm’s ‘cash rich’ balance sheet with more than ~S$67million of estimated net cash and working capital and newly constructed HQ (Pixel Red) fronting Upper Paya Lebar Road conservatively valued at ~S$73million2.

Since the company listed in 1994, its adjusted share price3 has generated a weak estimated return of  27% over the last 26 years, equivalent to a mere return of ~0.9% per year! Teckwah’s share price has substantially underperformed the FSSTI and the banking sector indices which generated performances of ~48% and ~150% respectively over the similar time period4.

We believe that the severe undervaluation of Teckwah can potentially be attributed to the perceived investors’ lack of information on Teckwah’s operations and growth strategy and the potential profound loss of confidence in the firm’s ability to sustain and grow profitability.

Teckwah’s profitability has stagnated at ~S$8-12million p.a. since 2009 and dipped to a 10-year low of S$7.1million in 2018. Except for a slight one-off increase in dividend in 2016-2017, Teckwah’s dividend payout has remained at the same level since 2011.

The firm made an untimely acquisition in April 2019, paying S$9.1million for a 70% stake in Profoto at an estimated rich premium of 2.6x its book value5. With the acquired business highly exposed to the events and digital print for shopping malls and retail segments, the acquisition is likely to be loss-making these 2 years due to COVID-19.

Despite the languishing financial results, Teckwah rewarded its directors and key personnel with compensations which increased significantly from S$4.3million in 2009 and peaked at S$6.3million in 2017(+~45%). As Net Income to shareholders fell 40% YoY in 2018, Directors’ compensation (S$2.7million) rose to a staggering ~38% as a ratio of Net Profit to shareholders.

We implore Teckwah’s board and management to take immediate action to address the persistent undervaluation of its share price. Through the execution of these proposals, we believe that Teckwah can achieve its fair value of ~S$0.666 per share and deliver an attractive ~+30% upside to shareholders.

The structure of our letter is as follows:

  • Value Opportunity: Overview of Teckwah and the key reasons for its undervaluation
  • Value Creation Proposals: We provide readily available and actionable steps to improve the capital allocation, corporate governance and operating efficiency of the firm

Having extensively evaluated Teckwah’s business, we and our affiliates are prepared to increase our shareholding on further price weakness of the firm. We have discussed our proposals with other shareholders. We intend to propose measures in AGMs and EGMs including mandating a full Strategic Review and the election of board members who can advance strategies to increase shareholder value. Other value accretive strategies include the sale of all or part of the firm to parties who recognize the intrinsic value of the firm and can unlock value for all shareholders.

VALUE OPPORTUNITY

Overview

Teckwah consists of 2 main business segments; Print and Non-Print. Its Print Segment mainly provides printing and packaging services for blue chip clients such as Alcon, Meiji, Phillips, 3M, Tiger Balm, and Nestle in the ICT, Consumer Electronic, Food and Confectionary and Pharmaceutical industries. The firm owns one of the largest fleets of advanced commercial digital and offset printers in its Singapore hub (such as the HP Indigo 10000, 30000 and KBA Rapidas).

As one of the top 5 commercial printers in an increasingly consolidated Singapore printing market, we are optimistic that if properly executed, Teckwah can continue to grow its market share through its scale and continuing investment in technology.

Teckwah’s Non-Print Segment provides Critical Parts Logistics and Return Material Authorization including service centers, refurbishment and remarketing on a Pan-Asian basis for blue chip MNCs such as HP, Dell EMC, IBM, and Philips. The firm’s long-term relationships with these clients provide income stability, particularly attributed to the substantial cost and disruption in changing a significant supply chain provider. This segment has delivered a stable ~6% CAGR in operating profit over the last 8 years.  

We are optimistic that this segment can benefit from operating leverage if management can grow the customer base.

The firm concluded a major investment phase between 2012 and 2017 where it invested ~S$120million mainly to build and install new equipment in its new 243,000 sqft HQ. The high specs building fronts Upper Paya Lebar road and is in close proximity to Tai Seng MRT Station. Recent industrial real estate transactions of older buildings in the area such as 18 Tai Seng Ave, Citimac, Datapulse Tech and Jackson Design Hub, Luxasia imply a conservative S$300psf and S$73million valuation for Teckwah’s HQ.

Lack of Operational and Cash Discipline

Teckwah’s Net Income peaked at S$13.7million in 2016 and has deteriorated, falling substantially to S$7.1million (-50%) in 2018 and S$8.9million in 2019 (-35%).

Despite the significant decline in Net Income, the remuneration of Teckwah’s executive directors is estimated to have increased from ~23% to ~35-38% as a ratio of 2018-2019 Net Income.

We are also surprised at the acquisition of 70% of Profoto for S$9.1million in spite of its tangible net asset value of only S$5million (proportional NAV (70%) of S$3.5million). Given the low barriers to entry and the cyclical nature of the business, we believe it would have been much more cost effective if Teckwah’s management have potentially grown the segment organically and hired relevant expertise. The acquisition will likely be loss making in these 2 years due to the COVID-19 situation.

Stagnant Dividend Payout and Lack of Clarity on Excess Net Cash Position

The deterioration in profitability has also potentially resulted in Teckwah’s dividend payout to remain relatively stagnant with an average Net Income payout rate and amount of ~32% and S$3.9million respectively since 2011.This is despite the firm’s estimated net cash holdings of S$40million.  

The company cites a challenging environment and has continuously emphasized on the need to invest and retain a strong cash position which potentially results in the low dividend payout to shareholders. Yet while minority shareholders with ~70% shareholding received normalized dividend payout of S$2.5million per year, related family members of and including the largest shareholder paid themselves estimated compensation and dividend of more than ~S$3.5million. This potential sum is ~50% more than what minority shareholders who hold twice as much shareholding interest in the firm received in dividend.

Lack of Clear Growth Strategies and Expertise during Transformational Phase

Teckwah has repeatedly stated the need for the company to adapt to disruptive technologies and to have an open mindset and adaptable disposition. On the contrary, 3 of 4 independent board members have been with the board for more than 25 years. This is significantly beyond the 9-year limit recommended by the Singapore Corporate Governance Council to ensure independence, refresh and increase diversity in boardrooms. Family members related to the majority shareholders with minimal external industry working experience have been promoted to various management positions in the firm.

The immense changes facing Teckwah in its businesses attributed to new technology, market entrants, business models and customer expectations, magnified by the seemingly lack of expertise could potentially be a contributing reason to the firm’s continued decline in profitability.

Corporate Governance

Among SGX listed firms, Teckwah potentially has one of the largest family participations (9 family members in total). Despite the significance, the company has consistently elected not to disclose the remuneration of 7 of these family members, citing competition and the need for ‘harmonious and effective human resource management’. It was only after repeated SGX queries that in April 2020, the remuneration of a few family members were disclosed. Corporate governance disclosure has potentially contributed to the mediocre mid-tier ranking of Teckwah in the Singapore Corporate Governance and Transparency Index in 2019 where the company scored 53, far below the mean score of 59.3. Its ranking also fell from 292 to 361 in 2019, out of 578 SGX-listed companies in the Index.

We believe that the company’s concern is unfounded if the remuneration is fair and commensurate to the family members’ responsibilities and capabilities in the firm. MAS’ recently adopted Code of Corporate Governance has emphasized on the disclosure of the remuneration of employees who are substantial shareholders or immediate family members of substantial shareholders.

We look forward to greater clarity in the disclosure on these remunerations with the implementation of the new corporate governance code.


VALUE CREATION PROPOSALS

Quarz has engaged and consulted with various consultants and investment bankers with proven expertise in the printing, packaging and logistic sectors to understand Teckwah and the relevant industry in details to develop our proposals.


Recommendation 1: Commit to increase Dividend Paid to S$0.0315 per share (
~6.3% dividend yield)

Given the sizable net cash position, conclusion of the heavy investment phase, and substantial cashflow generative business, we urge Teckwah’s board and management to immediately consider increasing the dividend paid to S$7.4million or ~80% of Teckwah’s Net Income. Teckwah will continue to retain more than S$40million of net cash which is estimated to increase by >S$5million per year from free cashflow to continue executing on its strategic growth plans and capitalize on opportunities. The higher dividend yield of ~6.3% can provide a regular income to shareholders who have extensively funded the firm during its investment phase.

We believe that our proposed capital return policy will also instill a higher level of cash and operational efficiency in the firm.


Recommendation 2: Expedite on growth strategies in the non-print business

The continued trend of MNCs outsourcing to Third Party Logistics players to handle all aspects of Reverse and Service Logistic to reduce cost and refocus on core competency increases the opportunities and can be a structural growth driver for Teckwah’s non-print business.

We call on management to bring in required industry expertise to professionalize and expedite the growth of this business segment. The benefits of economics of scale will enable Teckwah to provide a more competitive offering to customers as well as invest more into capabilities, driving a virtuous cycle for the company to become a dominant player in this business.


Recommendation 3: Enhance Expertise and Corporate Governance

Given the changing dynamics and increasingly competitive landscape in the logistic industry, Teckwah’s board and management can benefit from fresh perspective, particularly in the areas of business development, current technological expertise, and operational execution. With the new Code of Corporate Governance introducing the cap in Independent Director’s tenure, we urge the firm to refresh the board and management with new and relevant expertise who have strong relationship in the industry and potential client base.

Conclusion

Quarz strongly believes that its recommendations can provide a clear pathway for Teckwah to deliver a potential total return of more than 30% for all shareholders in the mid-term. We urge Teckwah’s board and management to commit to our proposals without delay. Waiting for the current operating playbook to deliver better outcome will only potentially result in continued underperformance. As long-term shareholders, we look forward to working with Teckwah’s board and management to move expeditiously on delivering value to all shareholders. 

Sincerely yours,

Mr. Jan F. Moermann
Chief Investment Officer, Quarz Capital Management, Ltd.
Mr. Havard Chi, CFA
Head of Research, Quarz Capital Asia (Singapore)

For further information, please contact:
enquiries@quarzcapital.com
About Quarz Capital Management

Quarz Capital Management, Ltd. is a value oriented and research driven investment advisory firm that seeks to earn above average, long-term returns by identifying value investments across the globe.
www.quarzcapital.com

 

IMPORTANT DISCLOSURE INFORMATION

SPECIAL NOTE REGARDING THIS LETTER

THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF TECKWAH INDUSTRIAL CORPORATION LIMITED’S SECURITIES AND ACTION THAT TECKWAH INDUSTRIAL CORPORATION LIMITED’S BOARD MAY TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS ARE BASED ON OUR ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED IS ACCURATE OR COMPLETE, NOR CAN THERE BE ANY ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. TECKWAH INDUSTRIAL CORPORATION LIMITED ACTUAL PERFORMANCE AND RESULTS MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSIS. WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER. ANY SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. WE DO NOT RECOMMEND OR ADVISE, NOR DO WE INTEND TO RECOMMEND OR ADVISE, ANY PERSON TO PURCHASE OR SELL SECURITIES AND NO ONE SHOULD RELY ON THIS LETTER OR ANY ASPECT OF THIS LETTER TO PURCHASE OR SELL SECURITIES OR CONSIDER PURCHASING OR SELLING SECURITIES. ALTHOUGH WE STATE IN THIS LETTER WHAT WE BELIEVE SHOULD BE THE VALUE OF TECKWAH INDUSTRIAL CORPORATION LIMITED’S SECURITIES, THIS LETTER DOES NOT PURPORT TO BE, NOR SHOULD IT BE READ, AS AN EXPRESSION OF ANY OPINION OR PREDICTION AS TO THE PRICE AT WHICH TECKWAH INDUSTRIAL CORPORATION LIMITED’S SECURITIES MAY TRADE AT ANY TIME. AS NOTED, THIS LETTER EXPRESSES OUR CURRENT VIEWS ON TECKWAH INDUSTRIAL CORPORATION LIMITED. IT ALSO DISCLOSES OUR CURRENT HOLDINGS OF TECKWAH INDUSTRIAL CORPORATION LIMITED SECURITIES. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY PURCHASING ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING TECKWAH INDUSTRIAL CORPORATION LIMITED WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING TECKWAH INDUSTRIAL CORPORATION LIMITED AND ITS PROSPECTS WITHOUT RELYING ON, OR EVEN CONSIDERING, ANY OF THE INFORMATION CONTAINED IN THIS LETTER.

As of the publication date of this report, Quarz Capital Management Ltd. and its affiliates (collectively “Quarz”), others that contributed research to this report and others that we have shared our research with (collectively, the “Authors”) have long positions in and own options on the stock of the company covered herein (TECKWAH INDUSTRIAL CORPORATION LIMITED) and stand to realize gains in the event that the price of the stock increases. Following publication of the report, the Authors may transact in the securities of the company covered herein. All content in this report represent the opinions of Quarz. The Authors have obtained all information herein from sources they believe to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind – whether express or implied. The Authors make no representation, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results obtained from its use. All expressions of opinion are subject to change without notice, and the Authors do not undertake to update or supplement this report or any information contained herein.

This document is for informational purposes only and it is not intended as an official confirmation of any transaction. All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice. The information included in this document is based upon selected public market data and reflects prevailing conditions and the Authors’ views as of this date, all of which are accordingly subject to change. The Authors’ opinions and estimates constitute a best efforts judgment and should be regarded as indicative, preliminary and for illustrative purposes only.

Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the potential complete loss of principal. This report’s estimated fundamental value only represents a best effort estimate of the potential fundamental valuation of a specific security, and is not expressed as, or implied as, assessments of the quality of a security, a summary of past performance, or an actionable investment strategy for an investor.

This document does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein or of any of the affiliates of the Authors. Also, this document does not in any way constitute an offer or solicitation of an offer to buy or sell any security in any jurisdiction in which such an offer would be unlawful under the securities laws of such jurisdiction. To the best of the Authors’ abilities and beliefs, all information contained herein is accurate and reliable. The Authors reserve the rights for their affiliates, officers, and employees to hold cash or derivative positions in any company discussed in this document at any time. As of the original publication date of this document, investors should assume that the Authors are long shares of TECKWAH INDUSTRIAL CORPORATION LIMITED and have positions in financial derivatives that reference this security and stand to potentially realize gains in the event that the market valuation of the company’s common equity is higher than prior to the original publication date. These affiliates, officers, and individuals shall have no obligation to inform any investor about their historical, current, and future trading activities. In addition, the Authors may benefit from any change in the valuation of any other companies, securities, or commodities discussed in this document. Analysts who prepared this report are compensated based upon (among other factors) the overall profitability of the Authors’ operations and their affiliates. The compensation structure for the Authors’ analysts is generally a derivative of their effectiveness in generating and communicating new investment ideas and the performance of recommended strategies for the Authors. This could represent a potential conflict of interest in the statements and opinions in the Authors’ documents.

The information contained in this document may include, or incorporate by reference, forward- looking statements, which would include any statements that are not statements of historical fact. Any or all of the Authors’ forward-looking assumptions, expectations, projections, intentions or beliefs about future events may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, most of which are beyond the Authors’ control. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this document and develop a stand-alone judgment of the relevant markets prior to making any investment decision.

FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED IN THIS LETTER ARE FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS THAT ARE PREDICATIONS OF OR INDICATE FUTURE EVENTS, TRENDS, PLANS OR OBJECTIVES. UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS BECAUSE, BY THEIR NATURE, THEY ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE OR ACTIVITIES AND ARE SUBJECT TO MANY RISKS AND UNCERTAINTIES. DUE TO SUCH RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR ACTUAL PERFORMANCE MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF THE FUTURE TENSE OR OTHER FORWARD-LOOKING WORDS SUCH AS “VIEW,” “BELIEVE,” “CONVINCED,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE,” “SHOULD,” “MAY,” “WILL,” “OBJECTIVE,” “PROJECT,” “FORECAST,” “MANAGEMENT BELIEVES,” “CONTINUE,” “STRATEGY,” “PROMISING,” “POTENTIAL,” “POSITION” OR THE NEGATIVE OF THOSE TERMS OR OTHER VARIATIONS OF THEM OR BY COMPARABLE TERMINOLOGY.

IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS SET FORTH IN THIS LETTER INCLUDE, AMONG OTHER THINGS, THE FACTORS IDENTIFIED IN THE RISK SECTIONS IN TECKWAH INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31ST, 2019 AND PROSPECTUS. SUCH FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUCTED IN LIGHT OF SUCH FACTORS, AND QUARZ CAPITAL MANAGEMENT IS UNDER NO OBLIGATION, AND EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW.


1 Share price of S$0.50
2 ~240,000 sqft facility completed in 2014 with 30+30-year lease and valued at S$300 psf. Luxasia building adjacent to Teckwah’s HQ was transacted at ~S$310psf in Dec 2019 with remaining lease of 48 years
3 Data from Bloomberg. Share price post adjustment for rights and share splits (if any)
4 Comparison of performance excluding dividend paid. Dividend yield of listed banking sector and FSSTI is comparable to Teckwah
5 From Teckwah’s SGX Filing dated 1 April 2019, “the unaudited net asset value of the Profoto Group of approximately S$5,000,000 as at 30September 2018″
6 25% discount on the total value of HQ in Tai Seng (S$73million), Net Cash (S$40million) and 10x 2019 Net Income

Related Links :

http://quarzcapital.com

Quadient and Infosys Announce Global Partnership to Enhance Delivery of Customer Experience Management Solutions

PARIS, July 28, 2020 /PRNewswire/ — Quadient (Euronext Paris: QDT), a leader in helping businesses create meaningful customer connections through digital and physical channels, announced today that Infosys (NSE: INFY), a global provider of next-generation digital services and consulting, has become a Platinum Business Partner in Quadient’s Partner Advantage Program.

Infosys will leverage and supply Quadient solutions to provide businesses with the leading omni-channel Customer Communication Management (CCM) platform and the capability to meet complex communication needs, while being aligned to their customer experience strategy. Additionally, Infosys and Quadient will jointly develop innovative solutions in the customer experience management (CXM) space, making demonstrations available at Infosys technology and innovation hubs.

Infosys has an established CCM Center of Excellence with multiple Quadient success stories, as well as partnerships with leading providers of enterprise software that integrate with Quadient. The partnership between Quadient and Infosys has grown from a successful ongoing relationship in Australia, where both organisations worked together to provide CXM solutions to a large insurance company.

Shaji Mathew, executive vice president, Infosys, said, “We are excited to partner with Quadient as their managed services provider and a key partner in their customer experience transformation journey. We will leverage our expertise to develop solutions to transform customer experience to offer personalised and effective communication that will enable enterprises to differentiate themselves from competition. We aspire to bring scale, experience, cost effectiveness and delivery model advantages in this partnership and look forward to redefine customer experiences for our clients across geographies.”

As part of Quadient’s strategy, the organisation refocused on its four major solution areas, including CXM as well as Business Process Automation, Mail-Related Solutions and Parcel Locker Solutions. Strategic partnerships support Quadient’s ambition to offer better access to advanced and powerful CXM solutions in highly-regulated industries, such as financial services, insurance, healthcare, utilities, telecommunications and the public sector.

“Through this global partnership with Infosys, I am delighted that we are moving another step toward helping organisations deliver great customer experience through exceptional, meaningful and personalised omni-channel communications,” said Chris Hartigan, chief solution officer, Customer Experience Management, Quadient. “It shows that there is an ever increasing need for organisations around the world to transform how they connect with their customers, at every touchpoint. The scalability and experience of Infosys, together with the cutting-edge technology of Quadient, will bring immense value for organisations looking to deliver a superior customer experience and build competitive advantage.”

About Quadient® 

Quadient is the driving force behind the world’s most meaningful customer experiences. By focusing on four key solution areas including Customer Experience Management, Business Process Automation, Mail-Related Solutions, and Parcel Locker Solutions, Quadient helps simplify the connection between people and what matters. Quadient supports hundreds of thousands of customers worldwide in their quest to create relevant, personalised connections and achieve customer experience excellence. Quadient is listed in compartment B of Euronext Paris (QDT) and is part of the CAC® Mid & Small and and EnterNext® Tech 40 indices.

For more information about Quadient, visit quadient.com.

Logo – https://photos.prnasia.com/prnh/20200312/2747992-1LOGO?lang=0

FLEXIM’s FLUXUS 721XLF – The Superior Solution For Liquid Low Flow Measurement

With FLUXUS F721 XLF, FLEXIM presents a non-intrusive flowmeter for applications where every drop counts. The new ultrasonic flow measuring system is designed to provide precise measurement of flow rates as low as 1 gph and below in small pipes with diameters from 3/8 to 2 inches. As the clamp-on transducers are mounted on the outside of the pipe, meter installation and commissioning without any pipework modifications and therefore causing no interruption to the process.

BERLIN, July 27, 2020 /PRNewswire/ — FLEXIM’s new FLUXUS® F721 XLF is a non-intrusive flowmeter for applications where every drop counts. The new ultrasonic flow measuring system is designed to provide precise measurement of flow rates as low as 1 gph and below in small pipes with diameters from 3/8 to 2 inches. As the clamp-on transducers are mounted on the outside of the pipe, meter installation and commissioning can be done without any pipework modifications and therefore doesn’t interrupt the process. Furthermore, the external flow measurement works independently of the pipe wall thickness and pressure ranges and does not cause pressure loss. As the measuring device does not come in direct contact with the flowing media, it is not subject to wear and tear. Drift readings and high maintenance efforts are therefore a thing of the past. This results in lower operational costs and increased safety due to the risk of leakage being ruled out.

The high accuracy and reproducibility of the FLUXUS® F721 XLF is achieved by the matched and temperature-compensated transducers (acc. to ANSI/ASME MFC 5.1-2011), highly sensitive electronics and intelligent signal processing, and a highly precise and traceable wet flow calibration (acc. to NIST standards) at FLEXIM’s low flow calibration facility.

The measuring transmitter is available in both aluminum and stainless-steel housing and is certified for use in zone 2 hazardous areas. In addition, explosion-proof transducers are available for use in ATEX-zone 1. Transducers for continuous operation that submerge underwater (IP68) are also available.

Typical applications of FLUXUS® F721 XLF are e.g. chemical injection of scale and corrosion inhibitors in the Oil & Gas industry, chemical dosing in wastewater treatment, measurement of low flow spray paint lines in the automotive industry, and many more.

FLEXIM GmbH / marketing@flexim.com / www.flexim.com

Related Files

Press Release – FLEXIM F721XLF_US TD.doc

Related Links

https://www.flexim.com/us/news-exhibitions/news/new-fluxus-f721xlf-non-intrusive-measurement-liquid-low-flows

Sohu.com Announces Receipt by its Subsidiary Sogou of a Preliminary Non-Binding Proposal to Acquire Sogou

BEIJING, July 27, 2020 /PRNewswire/ — Sohu.com Limited (NASDAQ: SOHU) (“Sohu” or the “Company”), China’s leading online media, video, search and gaming business group, announced that today the board of directors of its subsidiary Sogou Inc. (NYSE: SOGO) (“Sogou”) received a letter (the “Proposal Letter”) containing a preliminary non-binding proposal (the “Proposal”) from Tencent Holdings Limited (“Tencent“) for Tencent to acquire all of the outstanding ordinary shares, including ordinary shares represented American depositary shares (“ADSs”), of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary shareholder or ADS (the “Proposed Transaction”). The Proposed Transaction, if completed, would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent; Sogou’s ADSs would be delisted from the New York Stock Exchange; and Sohu would no longer have an interest in Sogou. A copy of the Proposal Letter is attached hereto as Exhibit A.

The Proposal Letter states that it is Tencent’s preliminary indication of interest; is incomplete and is not a binding offer or agreement, or agreement to make a binding offer or agreement at any point in the future; and does not create any binding rights or obligations of any person.

The Proposal Letter indicates that Tencent intends to finance the proposed acquisition with cash on hand.

Sohu’s board of directors has not yet had an opportunity to review and evaluate the Proposal in detail, or to make any determination as to how to respond to the Proposal or as to whether or not the proposed acquisition of Sogou would be in the best interests of Sohu, in its capacity as Sogou’s controlling shareholder, to approve or reject the Proposal.

The foregoing summary of the Proposal is not intended to be complete and is qualified in its entirety by reference to the full text of the attached Proposal Letter.

The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

Safe Harbor Statement

This announcement may contain forward-looking statements. Statements that are not historical facts, including statements about Sohu’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Sohu cautions you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no assurance that Tencent will make any definitive offer to Sogou, that any definitive agreement relating to the Proposal Letter will be entered into between Sogou and Tencent; or that the Proposed Transaction or any other similar transaction will be approved or consummated.

About Sohu.com

Sohu.com Limited (NASDAQ: SOHU) is China’s premier online brand and indispensable to the daily life of millions of Chinese, providing a network of web properties and community based/web 2.0 products which offer the vast Sohu user community a broad array of choices regarding information, entertainment and communication. Sohu has built one of the most comprehensive matrices of Chinese language web properties and proprietary search engines, consisting of the mass portal and leading online media destination www.sohu.com; interactive search engine www.sogou.com; developer and operator of online games www.changyou.com/en/ and online video website tv.sohu.com.

Sohu’s corporate services consist of online brand advertising on Sohu’s matrix of websites as well as bid listing and home page on its in-house developed search directory and engine. Sohu also provides multiple news and information services on mobile platforms, including Sohu News App and the mobile news portal m.sohu.com. Sohu’s online game subsidiary Changyou develops and operates a diverse portfolio of PC and mobile games, such as Tian Long Ba Bu (“TLBB”), one of the most popular PC games in China. Changyou also owns and operates the 17173.com Website, a game information portal in China. Sohu’s online search subsidiary Sogou (NYSE: SOGO) has grown to become the second largest search engine by mobile queries in China. It also owns and operates Sogou Input Method, the largest Chinese language input software. Sohu, established by Dr. Charles Zhang, one of China’s internet pioneers, is in its twenty-fourth year of operation.

For investor enquiries, please contact:

In China: 

Ms. Pu Huang

Sohu.com Limited

Tel:

+86 (10) 6272-6645

E-mail:

ir@contact.sohu.com

In the United States:

Ms. Linda Bergkamp

Christensen

Tel:

+1 (480) 614-3004

E-mail:

lbergkamp@christensenir.com

Exhibit A

July 27, 2020

The Board of Directors (the “Board“)
Sogou Inc.
Level 15, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084
People’s Republic of China

Dear Directors:

Tencent Holdings Limited, for itself or on behalf of its affiliates (collectively, “Tencent” or “we“), is pleased to submit this preliminary non-binding proposal to acquire all outstanding Class A ordinary shares (the “Class A Ordinary Shares“), including Class A Ordinary Shares represented by American depository shares (“ADSs“, each representing one Class A Ordinary Share), and Class B ordinary shares (together with the Class A Ordinary Shares, the “Shares“), of Sogou Inc. (the “Company“) that are not already beneficially owned by Tencent in a going private transaction (the “Transaction“).

Our proposed purchase price for each Share or ADS is US$9 in cash.  We believe that our proposal provides an attractive opportunity for the Company’s shareholders.  Our proposed purchase price represents a premium of approximately 56.5% to the closing trading price of the ADSs on July 24, 2020, the last trading day prior to the date hereof and a premium of 84.9% to the volume-weighted average price during the last 30 trading days.

As of the date of this proposal, Tencent has entered into certain support agreement with Mr. Charles Zhang (the “Supporting Shareholder“), who beneficially owns approximately 6.4% of the total issued and outstanding Shares and 0.9% of the total voting power of the Company based on the Company’s public filings, pursuant to which the Supporting Shareholder has agreed to (i) vote all of the Shares beneficially owned by him in favor of the Transaction, and (ii) sell to Tencent all the Shares beneficially owned by him prior to or in the Transaction.

Tencent currently beneficially owns approximately 39.2% of the total issued and outstanding Shares and 52.3% of the total voting power of the Company.  Subject to approval by the Company’s board of directors and shareholders (as applicable), Tencent expects that the Transaction may be effected via a long-form merger or short-form merger, as applicable, at the proposed purchase price.

The principal terms and conditions upon which Tencent is prepared to pursue the Transaction are set forth below.

1.          Purchase Price.  We propose to acquire all of the outstanding Shares and ADSs, other than those beneficially owned by us, at a purchase price equal to US$9 per Share or per ADS in cash.  As noted above, this represents a premium of approximately 56.5% to the closing trading price of the ADSs on July 24, 2020, the last trading day prior to the date hereof and a premium of 84.9% to the volume-weighted average price during the last 30 trading days.

2.          Financing.  We intend to finance the Transaction with our cash on hand.  We do not anticipate requiring debt financing to consummate the Transaction.

3.          Due Diligence.  We are prepared to move expeditiously to complete the proposed Transaction as soon as practicable.  We have engaged Goldman Sachs (Asia) L.L.C. as our financial advisor and Davis Polk & Wardwell LLP as our legal counsel.  We believe that, with the full cooperation of the Company, we can complete customary commercial, legal, financial and accounting due diligence for the Transaction, in a timely manner and in parallel with discussions on the definitive agreements.  We would like to ask the Board to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business subject to a customary form of confidentiality agreement.

4.          Definitive Documentation.  We are prepared to promptly negotiate and finalize the definitive agreements (the “Definitive Agreements“) providing for the Transaction.  We expect that such Definitive Agreements with respect to the Transaction will contain representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

5.          Process.  We believe that the Transaction will provide superior value to the Company’s shareholders.  In considering this proposal, you should be aware that we are interested only in pursuing the Transaction and we do not intend to sell our stake in the Company to any third party.

6.          Confidentiality.  We trust you will agree with us that it is in our mutual interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

7.          No Binding Commitment.  This proposal is not a binding offer, agreement or an agreement to make a binding offer.  This letter is our preliminary indication of interest and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person.  A binding commitment will result only from the execution of Definitive Agreements, and then will be on the terms and conditions provided in such documentation.

In closing, we would like to express our commitment to working together to bring this proposed Transaction to a successful and timely conclusion.  Should you have any questions regarding this proposal, please do not hesitate to contact us.  We look forward to hearing from you.

Sincerely,

Tencent Holdings Limited

By:

/s/ Martin Lau

Name: Martin Lau

Title: President

   

 

Related Links :

https://www.sohu.com/