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Press Release

Canopy Growth to Acquire Assets of Colorado-Based Hemp Innovator Ebbu

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Canopy Growth Corporation

08:24 ET

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SMITHS FALLS, ON, Oct. 15, 2018 /PRNewswire/ – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NYSE: CGC) today announced that it has entered into an agreement to acquire the assets of ebbu, Inc. (“ebbu”), an Evergreen, Colorado-based hemp research leader. The transaction will complement and accelerate multiple core verticals operating under Canopy Growth’s group of companies.

Intellectual Property (“IP”) and R&D advancements achieved by ebbu’s team apply directly to Canopy Growth’s hemp and THC-rich cannabis genetic breeding program and its cannabis-infused beverage capabilities. In addition, ebbu’s IP portfolio will contribute to the clinical formulations program being executed by Canopy Health Innovations, a wholly owned subsidiary of the Company. Canopy Growth operates a rapidly emerging, field-scale hemp operation based in Saskatchewan and by applying ebbu’s IP, the Company has the potential to vastly reduce the cost of CBD production, a sought-after cannabinoid in both the wellness and medical spaces.

“Beyond the technological edge this transaction provides, we are pursuing this acquisition because Canopy shares ebbu’s core ethos of building consumer trust,” said Mark Zekulin, Co-CEO & President, Canopy Growth. “We collectively believe consumer trust is achieved by driving the scientific agenda needed to build predictable, repeatable outcomes and layering on brand power.”

Staying with Canopy Growth’s long-held position surrounding business operations in the United States, this transaction would not have been pursued were it not in clear accordance with current US federal law. Canopy Growth, through a newly formed subsidiary, will employ ebbu’s assets and personnel to conduct R&D. There will be no production or sale of products resulting from such R&D in the United States unless and until it would be federally legal to do so.

The same technology platform can be utilized to produce other novel cannabinoids at scale and continue the process of unlocking the potential of lesser-understood elements in the cannabis plant, with the IP also being deployed at Canopy’s Smiths Falls-based research facilities.

At closing, Canopy Growth will pay CDN$25 million in cash and issue 6,221,210 Company common shares (“shares”) to ebbu in exchange for the assets being acquired. Up to a further CDN$100 million in purchase price shall be payable if certain scientific related milestones are achieved within two years following closing. Canopy Growth will have the option of satisfying such milestone payments in cash, shares or a combination of cash and shares. If such payments are satisfied in shares, the number of shares shall be calculated based on the volume weighted average price of the shares on the TSX for the 20 trading days immediately prior to the date of achievement of the applicable milestone.

The transaction requires regulatory approval, including approvals by the Toronto Stock Exchange and New York Stock Exchange and will give rise to ongoing disclosures required by CSA Staff Notice NI 51-352 for US transactions. The asset acquisition is anticipated to close in November 2018.

Here’s to Future (IP) Growth.

About Canopy Growth Corporation
Canopy Growth is a world-leading diversified cannabis and hemp company, offering distinct brands and curated cannabis varieties in dried, oil and Softgel capsule forms. From product and process innovation to market execution, Canopy Growth is driven by a passion for leadership and a commitment to building a world-class cannabis company one product, site and country at a time. The Company has operations in 12 countries across five continents. The Company is proudly dedicated to educating healthcare practitioners, conducting robust clinical research, and furthering the public’s understanding of cannabis, and through its partly owned subsidiary, Canopy Health Innovations, has devoted millions of dollars toward cutting edge, commercializable research and IP development. Through partly owned subsidiary Canopy Rivers Corporation, the Company is providing resources and investment to new market entrants and building a portfolio of stable investments in the sector. From our historic public listing on the Toronto Stock Exchange and New York Stock Exchange to our continued international expansion, pride in advancing shareholder value through leadership is engrained in all we do at Canopy Growth. Canopy Growth has established partnerships with leading sector names including cannabis icon Snoop Dogg, breeding legends DNA Genetics and Green House seeds, and Fortune 500 alcohol leader Constellation Brands, to name but a few. Canopy Growth operates ten licensed cannabis production sites with over 4.3 million square feet of production capacity, including over 500,000 square feet of GMP certified production space. For more information visit www.canopygrowth.com

Notice Regarding Forward Looking Statements
This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canopy Growth or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements with respect to the closing of the proposed acquisition, the expected timing of closing, the milestone payments, the activities to be carried on by the Company and its subsidiaries using the acquired assets and the benefits to the Company anticipated from the acquisition. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including the risk that the parties may not be able to satisfy the closing conditions within the time frames anticipated or at all, the R&D to be conducted by the Company using the acquired assets may not have the anticipated results , and the risks contained in the Company’s annual information form dated June 28, 2018 and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

SOURCE Canopy Growth Corporation

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Canopy Growth advances the world’s perception of cannabis by focusing on research, product development and innovative production capabilities – all presented through brands people trust.

FDA News Release

FDA approves first treatment for advanced form of the second most common skin cancer

New drug targets PD-1 pathway

The U.S. Food and Drug Administration today approved Libtayo (cemiplimab-rwlc) injection for intravenous use for the treatment of patients with metastatic cutaneous squamous cell carcinoma (CSCC) or locally advanced CSCC who are not candidates for curative surgery or curative radiation. This is the first FDA approval of a drug specifically for advanced CSCC.

Libtayo works by targeting the cellular pathway known as PD-1 (protein found on the body’s immune cells and some cancer cells). By blocking this pathway, the drug may help the body’s immune system fight the cancer cells.

“We’re continuing to see a shift in oncology toward identifying and developing drugs aimed at a specific molecular target. With the Libtayo approval, the FDA has approved six immune checkpoint inhibitors targeting the the PD-1 / PD-L1 pathway for treating a variety of tumors, from bladder to head and neck cancer, and now advanced CSCC,” said Richard Pazdur, M.D., director of the FDA’s Oncology Center of Excellence and acting director of the Office of Hematology and Oncology Products in the FDA’s Center for Drug Evaluation and Research. “This type of cancer can be difficult to treat effectively when it is advanced and it is important that we continue to bring new treatment options to patients.”

CSCC is the second most common human cancer in the United States with an estimated annual incidence of approximately 700,000 cases. The most common form of skin cancer is basal cell cancer. Squamous cells are thin, flat cells that look like fish scales and are found in the tissue that forms the surface of the skin. CSCC usually develops in skin areas that have been regularly exposed to the sun or other forms of ultraviolet radiation. While the majority of patients with CSCC are cured with surgical resection, a small percentage of patients will develop advanced disease that no longer responds to local treatments including surgery and radiation. Advanced CSCC may cause disfigurement at the site of the tumor and local complications such as bleeding or infection, or it may spread (metastasize) to local lymph nodes, distant tissues and organs and become life-threatening.

The safety and efficacy of Libtayo was studied in two open label clinical trials. A total of 108 patients (75 with metastatic disease and 33 with locally-advanced disease) were included in the efficacy evaluation. The study’s primary endpoint was objective response rate, or the percentage of patients who experienced partial shrinkage or complete disappearance of their tumor(s) after treatment. Results showed that 47.2 percent of all patients treated with Libtayo had their tumors shrink or disappear. The majority of these patients had ongoing responses at the time of data analysis.

Common side effects of Libtayo include fatigue, rash and diarrhea. Libtayo must be dispensed with a patient Medication Guide that describes uses of the drug and its serious warnings. Libtayo can cause the immune system to attack normal organs and tissues in any area of the body and can affect the way they work. These reactions can sometimes become severe or life-threatening and can lead to death. These reactions include the risk of immune-mediated adverse reactions including lung problems (pneumonitis), intestinal problems (colitis), liver problems (hepatitis), hormone gland problems (endocrinopathies), skin (dermatologic) problems and kidney problems. Patients should also be monitored for infusion-related reactions.

Libtayo can cause harm to a developing fetus; women should be advised of the potential risk to the fetus and to use effective contraception.

The FDA granted this application Breakthrough Therapy and Priority Review designations.

The FDA granted the approval of Libtayo to Regeneron Pharmaceuticals, Inc.

The FDA, an agency within the U.S. Department of Health and Human Services, protects the public health by assuring the safety, effectiveness, and security of human and veterinary drugs, vaccines and other biological products for human use, and medical devices. The agency also is responsible for the safety and security of our nation’s food supply, cosmetics, dietary supplements, products that give off electronic radiation, and for regulating tobacco products.

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Press release

Amazon to Create More Than 100,000 New, Full-Time, Full-Benefit Jobs across the U.S. over the Next 18 Months

January 12, 2017 at 9:00 AM EST

Already one of the country’s biggest employers, Amazon plans to grow its full-time U.S.-based workforce from 180,000 in 2016 to over 280,000 by mid-2018

Over 9,000 employees have now participated in Amazon’s innovative “Career Choice” program that pre-pays 95% of tuition for degrees in high-demand occupations such as aircraft mechanics, computer-aided design, machine tool technologies, medical lab technologies, nursing, and many other fields

Over 10,000 military veterans already work at Amazon and last year the company pledged to hire and train an additional 25,000 veterans and military spouses over the next five years

In addition to direct full-time employment, Amazon businesses such as Marketplace and Amazon Flex will continue to create thousands of jobs for people across the U.S. who want to start their own business or the flexibility to work part-time and set their own schedule

SEATTLE–(BUSINESS WIRE)–Jan. 12, 2017– (NASDAQ:AMZN) – Over the past five years, Amazon created over 150,000 jobs in the United States, growing its workforce here from 30,000 employees in 2011 to over 180,000 at the end of 2016. Today, the company announced that it plans to create an additional 100,000 full-time, full-benefit jobs in the U.S. over the next 18 months. These new job opportunities are for people all across the country and with all types of experience, education and skill levels—from engineers and software developers to those seeking entry-level positions and on-the-job training. Many of the roles will be in new fulfillment centers that have been announced over the past several months and are currently under construction in Texas, California, Florida, New Jersey and many other states across the country. In addition to direct job creation, Amazon businesses like Marketplace and Amazon Flex will continue to create hundreds of thousands of jobs for people across the U.S. who want the flexibility to start their own business, work part-time or set their own schedule.

“Innovation is one of our guiding principles at Amazon, and it’s created hundreds of thousands of American jobs. These jobs are not just in our Seattle headquarters or in Silicon Valley—they’re in our customer service network, fulfillment centers and other facilities in local communities throughout the country,” said Jeff Bezos, Amazon Founder and CEO. “We plan to add another 100,000 new Amazonians across the company over the next 18 months as we open new fulfillment centers, and continue to invent in areas like cloud technology, machine learning, and advanced logistics.”

Examples of states where Amazon has created thousands of jobs and will continue to hire even more in the coming months and years:

Washington – Amazon now has over 40,000 employees at corporate offices and fulfillment centers in its home state. Once the current expansion of Amazon’s Seattle headquarters is complete, the company will have more than 30 buildings covering over 10 million square feet in the city’s downtown core.

Texas – Since 2013, Amazon has launched seven new fulfillment centers in Texas, with an eighth under construction in Houston. The current fulfillment centers located in Dallas, Fort Worth, Haslet, Coppell, Schertz, and San Marcos, employ more than 10,000 full-time associates, and the new Houston location will create more than 1,000 new full-times roles. Amazon also employs more than 500 associates in Austin at its corporate office and has openings for hundreds more.

California – Amazon Operations has created more than 14,000 full-time jobs in California since 2012 and announced four new Golden State fulfillment centers in 2016. Combined, those sites will bring over 4,000 new jobs to local communities such as Sacramento and Tracy. Amazon also has over 3,000 corporate employees across the state in a variety of businesses, including Amazon Web Services, Amazon Studios, Amazon Lab126 and more.

Illinois – Amazon currently operates five fulfillment centers in Edwardsville, Joliet and Romeoville, with another four fulfillment centers under construction in Monee, Aurora and Waukegan. More than 7,000 full-time jobs will be created in Illinois when construction is complete later this year.

Kentucky – Amazon employs more than 10,000 full-time employees across 11 sites in Kentucky and plans to bring more than one thousand new jobs to the state this year. The company recently completed a multi-million dollar renovation of its 17-year-old fulfillment center in Campbellsville.

Florida – Amazon has created more than 4,000 full-time jobs in Florida since 2013. Two new fulfillment centers were recently announced in Jacksonville, increasing the company’s presence to nine locations, including fulfillment and sortation centers and Prime Now Hubs. The new fulfillment centers will bring Amazon’s workforce in the Sunshine State to over 6,500.

New Jersey – Amazon currently employs more than 11,000 employees in New Jersey across seven sites. The company has plans to add additional fulfillment centers in the Garden State that will create 2,500 additional full-time jobs.

Military Hiring
Amazon already employs over 10,000 military veterans, and last year pledged to hire and train an additional 25,000 veterans and military spouses over the next five years. In addition, the company committed to training 10,000 active duty service members, veterans and military spouses not employed by Amazon in cloud computing through AWS Educate.

Full, Egalitarian Benefits
Amazon provides employees with highly-competitive pay, health insurance, disability insurance, retirement savings plans and company stock. The company also offers up to 20 weeks of paid leave and innovative benefits such as Leave Share and Ramp Back, which give new parents flexibility with their growing families. Leave Share lets employees share their Amazon paid leave with their spouse or domestic partner if their spouse’s employer doesn’t offer paid leave. Ramp Back gives new moms additional control over the pace at which they return to work. Just as with Amazon’s health care plan, these benefits are egalitarian – they’re the same for fulfillment center and customer service employees as they are for Amazon’s most senior executives.

Career Choice
Amazon’s Career Choice program helps train employees for in-demand jobs at Amazon and other companies so that they can take full advantage of the nation’s innovation economy. The program pre-pays 95% of tuition for courses in in-demand, high-wage fields, regardless of whether the skills are relevant to a future career at Amazon. Over 9,000 employees have participated in Career Choice and more are signing up every day. Amazon created dedicated Career Choice classrooms at many fulfillment centers to make it easier for local colleges to offer classes onsite. Amazon open-sourced the program and is reaching out to companies to help them copy and adopt their own Career Choice programs.

Empowerment Programs and Indirect Job Creation
In addition to empowering its own employees to innovate and achieve their professional and personal dreams, Amazon offers a series of programs that empower people outside the company and create hundreds of thousands of additional jobs in the U.S. Amazon’s Marketplace business fuels 300,000 jobs in the U.S. for people who’ve started or are growing their own businesses by selling on Amazon. Last year alone, more than 100,000 sellers generated more than $100,000 each in sales.

Kindle Direct Publishing enables anyone to self-publish eBooks and paperbacks for free and reach millions of readers. Authors earn up to 70% royalty on sales to customers, keep control of their book rights, and set their own list prices. KDP has empowered thousands of authors to achieve their dreams and make a living writing books for readers around the world to enjoy.

Amazon Web Services gives anyone – from garage startups to fast-growing businesses like Airbnb and Pinterest to established enterprises like GE and McDonalds – access to virtually unlimited compute power, storage, and other IT resources, making it faster and less expensive to launch and grow new businesses. Since its inception, AWS has empowered thousands of businesses to launch, grow and create jobs across the U.S.

Amazon Flex is a program that enables people to earn up to $25 per hour by delivering Amazon packages on their own schedule using their own vehicle and smartphone. The program launched in 2015, and there are already thousands of Amazon Flex participants across the U.S. Visit https://flex.amazon.com/ to view stories of people who are empowered by Amazon Flex.

To learn more about working at Amazon, visit http://www.amazon.jobs/.

About Amazon
Amazon is guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. Customer reviews, 1-Click shopping, personalized recommendations, Prime, Fulfillment by Amazon, AWS, Kindle Direct Publishing, Kindle, Fire tablets, Fire TV, Amazon Echo, and Alexa are some of the products and services pioneered by Amazon. For more information, visit www.amazon.com/about.

Forward Looking Statement
This press release contains forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including, in addition to the factors discussed above, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, seasonality, the degree to which the Company enters into, maintains, and develops commercial agreements, acquisitions and strategic transactions, payments risks, and risks of fulfillment throughput and productivity. Other risks and uncertainties include, among others, risks related to new products, services, and technologies, system interruptions, government regulation and taxation, and fraud. In addition, the current global economic climate amplifies many of these risks. More information about factors that potentially could affect Amazon.com’s financial results is included in Amazon.com’s filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent filings.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170112005428/en/

Source: Amazon

Amazon.com, Inc.
Media Hotline, 206-266-7180
Amazon-pr@amazon.com
www.amazon.com/pr

 

 

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Sensata Technologies Strengthens Position in Electrification through Acquisition of GIGAVAC
SEP 24, 2018
Fast growing provider of high-voltage contactors extends Sensata’s content on electrified applications in automotive, industrial and HVOR markets

SWINDON, United Kingdom, Sept. 24, 2018 (GLOBE NEWSWIRE) — Sensata Technologies (NYSE:ST), an industrial technology company and a leading provider of sensors, today announced that it has reached an agreement to acquire privately-held GIGAVAC, LLC for an enterprise value of approximately $233 million, funded out of the company’s cash balances.

As demand for electrification grows, Sensata’s solutions are helping customers improve the efficiency, performance, and safety of electrified vehicles and equipment. Today, Sensata has expanding positions in high-growth applications such as electrical protection, thermal management, and regenerative braking. The addition of GIGAVAC’s portfolio will enable Sensata to tap into a broad $1 billion market opportunity for high-voltage contactors required in electrified products such as cars, delivery trucks, buses, material handling equipment, and charging stations. GIGAVAC will immediately augment Sensata’s ongoing investments in mission-critical sensing and electrical protection across electrified vehicles and industrial equipment.

“Over the past four months, we have significantly strengthened Sensata’s overall portfolio by divesting our lower growth valves business, and acquiring a fast-growing, highly differentiated business in GIGAVAC,” said Martha Sullivan, President & CEO of Sensata. “The acquisition of GIGAVAC immediately increases Sensata’s content and capabilities for electrification. Electrification is a compelling tailwind for Sensata and our content on battery electric vehicles, including an additional $20 of content from GIGAVAC, now exceeds our content on gas and diesel vehicles. As we expand GIGAVAC’s customer reach, we expect to accelerate growth as the industry moves toward a more electrified fleet. We also expect to leverage GIGAVAC’s strong reputation and rich product pipeline to capitalize on exciting growth opportunities in the HVOR and Industrial markets.”

Based in Carpinteria, California, GIGAVAC has more than 270 employees and is a leading provider of solutions that enable electrification in demanding environments. Its high-value, mission-critical products are used by more than 1,500 customers in complex and challenging applications within the automotive, battery storage, industrial, and heavy vehicle & off road markets and overlap with Sensata’s global customer base. Reflecting the substantial demand for its technology, GIGAVAC’s revenues have grown by a CAGR of more than 30% over the past five years and the company expects to record approximately $80 million in revenue for 2018, which is primarily generated from customers in the United States.

Sensata is committed to supporting its customers’ global initiatives for fuel and energy efficiency and a cleaner environment. Whether in mobile vehicle, stationary, residential or commercial and industrial applications, this trend is driving higher voltage and current levels across industries and applications where Sensata operates. GIGAVAC’s high voltage contactors are critical to the operation of battery electric vehicles, enabling the higher current levels required for improved power, range, and recharging times. GIGAVAC’s contactors provide safe operation at extremely high current levels, satisfying the critical power and charging needs of next generation electric vehicles. GIGAVAC’s contactors are also well-positioned to enable fast charging, a key enabler of the adoption of electric vehicles. Additionally, GIGAVAC is at the forefront of new product innovations, with a robust pipeline of products aligned to meet the evolving needs of future electric vehicle concepts.

The acquisition is expected to be slightly accretive to Sensata’s FY-2019 adjusted earnings per share. The transaction is subject to customary regulatory approvals and is expected to close in the fourth quarter of 2018. Sensata intends to maintain GIGAVAC’s existing employee base and operations in Carpinteria, California following the transaction. The site will become a center of excellence for Sensata’s future development efforts in contactors and relays.

Sensata will provide a more thorough discussion about how GIGAVAC fits into its overall electrification strategy at its next earnings conference call.

About Sensata Technologies

Sensata Technologies is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in 11 countries. Sensata’s products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, ventilation, and air conditioning, data, telecommunications, recreational vehicle, and marine applications. For more information, please visit Sensata’s website at www.sensata.com.

Safe Harbor Statement
Certain statements in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the Company’s current expectations regarding the timing for closing of the transaction and its uses of proceeds. These forward-looking statements are based on certain assumptions and reflect our company’s current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the parties’ ability to receive regulatory approvals and satisfy conditions to closing as well as other factors discussed in materials that Sensata from time to time files with, or furnishes to, the U.S. Securities and Exchange Commission. There is no assurance that a transaction involving all or part of the valves business will be completed or that other events described in any forward-looking statement will materialize. Except as may be required by applicable law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made; and we undertake no obligation to publicly update or revise any forward-looking statements, whether to reflect any future events or circumstances or otherwise. See “Risk Factors” in the Company’s 2017 Annual Report on Form 10-K and other public filings and press releases. Copies of our filings are available from our Investor Relations department or from the SEC website, www.sec.gov.

Contacts:

Investors:
Joshua Young
(508) 236-2196
Joshua.young@sensata.com

Media:
Alexia Taxiarchos
Sensata Technologies
(508) 236-1761
ataxiarchos@sensata.com

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Source: Sensata Technologies


Press Releases

MEDTRONIC TO ACQUIRE MAZOR ROBOTICS

Acquisition to Accelerate Medtronic’s Strategy to Transform Spinal Procedures and Improve Outcomes Through Fully-Integrated Surgical Solutions
UBLIN and CAESAREA, Israel – September 20, 2018 – Medtronic plc (NYSE:MDT), a global leader in medical technology, and Mazor Robotics (NASDAQ: MZOR, TASE: MZOR.TA), a pioneer in the field of robotic guidance systems, today announced the companies have entered into a definitive merger agreement under which Medtronic will acquire all outstanding ordinary shares of Mazor for $58.50 per American Depository Share, or $29.25 (104.80 ILS) per ordinary share, in cash, for a total of approximately $1.64 billion, or $1.34 billion net of Medtronic’s existing stake in Mazor and cash acquired. The boards of directors of both companies have unanimously approved the transaction.

Medtronic’s acquisition of Mazor strengthens Medtronic’s position as a global leader in enabling technologies for spine surgery, and drives Mazor Robotics’ vision to bring its core technology to the forefront of the global market. Mazor‘s proprietary core platform technology, including the Mazor X™ Robotic Guidance System
(Mazor X), and the Renaissance® Surgical-Guidance System (Renaissance), are transforming spinal surgery from freehand procedures to accurate, state-of-the-art, guided procedures. By combining Medtronic’s market-leading spine implants, navigation, and intra-operative imaging technology with Mazor’s robotic-assisted surgery (RAS) systems, Medtronic intends to offer a fully-integrated procedural solution for surgical planning, execution and confirmation. The companies plan to showcase this technology integration at the upcoming NASS (North American Spine Society) 2018 Annual Meeting in Los Angeles.

“We believe robotic-assisted procedures are the future of spine surgery, and provide surgeons a more precise, repeatable, and controlled ability to perform complex procedures. Medtronic is committed to accelerating the adoption of robotic-assisted surgery and transforming spine care through procedural solutions that integrate implants, biologics and enabling technologies,” said Geoff Martha, executive vice president and president of the Restorative Therapies Group at Medtronic. “The acquisition of Mazor adds robotic-assisted guidance systems to our expanding portfolio of enabling technologies, and we intend to Project Dynamo
Communications Packet further cultivate Mazor’s legacy of innovation in surgical robotics with the site and team in Israel as a base for future growth.”

This transaction builds on a relationship originated in May 2016 under a multi-phased strategic and equity investment agreement between Medtronic and Mazor. In August 2017, Medtronic expanded the partnership to become the exclusive worldwide distributor of the Mazor X system, leading to the successful installation of more than 80 Mazor X systems since launch. With today’s announcement, in bringing the two companies together Medtronic aims to accelerate the advancement and adoption of RAS in spine to the benefit of patients, providers, and the healthcare system more broadly.
“Today is a historic day for spine surgery and a defining event in the market’s evolution, and I want to acknowledge and thank all of those whose contribution and faith have been so critical and impactful to our success,” said Ori Hadomi, CEO of Mazor Robotics. “The Mazor team and product portfolio’s full integration into Medtronic will maximize our impact globally through Medtronic’s channels, advance our systems’ leadership position in the marketplace, and drive the realization of our vision to heal through innovation.

Financial Highlights

The acquisition is expected to close during Medtronic’s third fiscal quarter ending Jan. 25, 2019, subject to the satisfaction of customary closing conditions including receipt of regulatory clearances and approval by Mazor’s shareholders. The transaction is expected to be modestly dilutive to Medtronic’s fiscal 2019 adjusted earnings per share, but given the current strength of Medtronic’s business, the company expects to absorb the dilution.

Consistent with its long-term financial objectives, Medtronic projects the acquisition to generate a double-digit return on invested capital (ROIC) by year four, with an increasing contribution thereafter.
Medtronic’s financial advisors for the transaction are Perella Weinberg Partners LP and Goldman Sachs & Co. LLC, with Meitar Liquornik Geva Leshem Tal and Ropes & Gray LLP acting as legal advisors. Mazor’s financial advisors are J.P. Morgan Securities LLC, Duff & Phelps LLC, with Kirkland & Ellis LLP and Luchtenstein Levy Wiseman Law office acting as legal advisor.

About Mazor Robotics
Mazor, founded in 2001, pioneered the application of robotics technology and guidance for use during spinal procedures, and is the market segment’s leader. In 2011, the Company introduced the Renaissance system and in 2016 launched the next generation Mazor X system. To date, more than 200 Mazor systems are in clinical use on four continents and have guided the placement of more than 250,000 implants during some 40,000 procedures, enabling minimally-invasive spine surgery to become standard procedure in many hospitals. Mazor’s core technology has received more than 15 U.S. Food and Drug Administration clearances and has been the subject of more than 60 publications, leading the spine robotics market on the evidence front. Mazor is the holder of more than fifty patents worldwide.

About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin, Ireland, is among the world’s largest medical technology, services and solutions companies – alleviating pain, restoring health and extending life for millions of people around the world. Medtronic employs more than 86,000 people worldwide, serving physicians, hospitals and patients in more than 150 countries. The company is focused on collaborating with stakeholders around the world to take healthcare Further, Together.

Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between Medtronic and Mazor, the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, including meeting Medtronic’s long-term financial metrics for acquisitions, Mazor’s products and product candidates, and other statements about Medtronic or Mazor managements’ future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties including, but not limited to, the ability and timing to satisfy conditions to closing including shareholder and regulatory approvals, the impact of the announcement of the transaction on the business, and other risks and uncertainties such as those described in Medtronic’s and Mazor’s reports and other filings with the Securities and Exchange Commission. Actual results may differ materially from anticipated results. Medtronic and Mazor caution investors not to place considerable reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date of this document, and Medtronic and Mazor undertake no obligation to update or revise any of these statements except to the extent required by law.

In connection with the proposed transaction, Mazor intends to mail a proxy statement to its shareholders and furnish a copy of the proxy statement with the SEC on Form 6-K. Shareholders of Mazor are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about Mazor, Medtronic, the proposed transaction and related matters. Shareholders are urged to carefully read the proxy statement and other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. The proxy statement (when available) may be obtained for free at the SEC’s website at www.sec.gov. In addition, the proxy statement will be available, without charge, at Mazor’s website at www.mazorrobotics.com.

COMMAND SECURITY CORPORATION ANNOUNCES SIGNING OF DEFINITIVE ACQUISITION AGREEMENT WITH PROSEGUR FOR $2.85 PER SHARE


SEPTEMBER 18, 2018

HERNDON, Va., Sept. 18, 2018 (GLOBE NEWSWIRE) — Command Security Corporation (NYSE American: MOC) (the “Company,” “Command Security”, “we” or “us”) today announced the signing of a definitive agreement with Prosegur Compañía de Seguridad, S.A. (Madrid Stock Exchange BME: PSG) (“Prosegur”) pursuant to which the Company will be acquired by Prosegur SIS (USA) Inc., a wholly-owned subsidiary of Prosegur, for $2.85 in cash per share.

The transaction price represents a 50.0% premium to Command Security’s closing stock price as of Tuesday, September 18, 2018, and a 71.6% premium to the Company’s 3-month average closing price. Shareholders representing approximately 60.7% of the Company’s outstanding shares have agreed to support the proposed transaction. The Board of Directors believes this is an outstanding strategic opportunity for the Company and unanimously supports this transaction with a strong endorsement for shareholder approval, which requires the affirmative vote of holders of two-thirds of the Company’s outstanding shares.

Prosegur is a Madrid-based, publicly traded multinational company with annual revenues of approximately $5 billion. It is a global leader in the private security sector, in which it has been active for more than 40 years. It offers high value-added services for a diverse customer base in 24 countries on five continents, with more than 175,000 employees.

Craig P. Coy, the Company’s CEO, said, “This is the perfect match for Command Security and a great deal for our shareholders. We believe that this merger will enable us to grow into new businesses, add broader capabilities, and deploy new resources to meet and expand our current base of business. Prosegur’s management philosophy, commitment to excellence and worldwide experience and innovation match seamlessly with our strategic goals. Our entire management and operations team are excited by this new opportunity and vision for the future.”

Prosegur Security Managing Director Javier Tabernero said, “We are excited to include Command Security in our operations. They have an impressive management team and high service quality.”

The transaction is expected to close by the fourth quarter of calendar year 2018 subject to customary closing conditions, including regulatory approvals.

Nomura Securities International, Inc. is acting as financial advisor to Command Security and Winston & Strawn LLP is acting as its legal advisor.

About Prosegur
Prosegur provides companies and households with reliable, advanced security solutions. With a global presence, Prosegur reported sales of 4.291 billion euros in 2017 (including its three business lines, Prosegur Security, Prosegur Cash and Prosegur Alarms) and is listed on the Madrid and Barcelona stock exchanges under the ticker code PSG, currently having a team of over 175,000 employees. Prosegur directs its social action through the Prosegur Foundation, which, with more than 39,900 beneficiaries in 2017, works on four focal points: education, employment inclusion of people with intellectual disabilities, corporate volunteering and cultural development. For more information, please visit www.prosegur.com.

About Command Security Corporation
Command Security Corporation and its Aviation Safeguards division provide uniformed security officers and aviation security services to commercial, financial, industrial, aviation and governmental customers throughout the United States. As our credo states “Securing All You Value,” we safeguard against theft, fraud, fire, intrusion, vandalism and the many other threats that our customers are facing today. By partnering with each customer, we design programs customized to meet their specific security needs and address their particular concerns. We bring years of expertise, including sophisticated systems for hiring, training, supervision and oversight, backed by cutting-edge technology, to every situation that our customers face involving security. Our mission is to enable our customers to operate their businesses without disruption or loss, and to create safe environments for their employees. For more information concerning Command Security, please refer to our website at www.commandsecurity.com.

Cautionary Statement Regarding Command Security Forward-Looking Statements
This announcement by the Company contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 about the Company that are based on management’s assumptions, expectations and projections about the Company. We use words such as intends and believes, among others, to identify forward-looking statements. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that actual results of the Company could differ materially from those projected in the forward-looking statements as a result of various factors, including but not limited to the factors described under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”), and such other risks disclosed from time to time in the Company’s periodic and other reports filed with the SEC, which are available at http://www.sec.gov. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements or any other information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. You are advised, however, to not place undue reliance on these forward-looking statements that speak only as of the date hereof and to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the SEC.

Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving the Company and Prosegur. In connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov).

Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’s proxy statement on Schedule 14A filed with the SEC on July 30, 2018. Additional information regarding the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

Company Contact:
N. Paul Brost
Chief Financial Officer
Command Security Corporation
703-464-4735

Command Security Logo

Source: Command Security Corporation
Released September 18, 2018

AURORA CANNABIS PROVIDES UPDATE ON AUSTRALIS CAPITAL PUBLIC LISTING

Australis Expected to Commence Trading and Distribution of Units to Aurora Shareholders on September 19, 2018

TSX: ACB
EDMONTON, Sept. 14, 2018 /CNW/ – Aurora Cannabis Inc. (“Aurora” or the “Company”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and Australis Capital Inc. (“Australis”) today announced the common shares and warrants (together the “Units”) of Australis are expected to commence trading on the Canadian Securities Exchange (the “CSE”) under the trading symbol “AUSA” at the opening of trading on September 19, 2018 immediately following the completion of the distribution of Units by Aurora to its shareholders.

 

Aurora

The U.S. Cannabis Market
To date, the medical use of cannabis is legal in 31 states, the District of Columbia and the territories of Guamand Puerto Rico. Nine states plus the District of Columbia have proceeded with consumer legalization. While momentum continues to build at the state level, cannabis remains a Schedule 1 controlled substance at the under the federally governed Controlled Substances Act. Consequently, the U.S. cannabis market is fragmented in nature and includes many high-quality operations and technology innovators with limited access to capital. This has created a compelling opportunity for well capitalized Canadian companies to invest in U.S. assets, especially considering anticipated market growth, with over 50% of the U.S. population currently living in states with legal access.

Recent changes in U.S. federal positioning with respect to cannabis have positively impacted the perception of risk to invest in U.S. cannabis assets. This has further incentivized capital market participants to seek opportunities to fund U.S. based operations.
Australis Capital

Australis synthesizes decades of relevant expertise, its strong historical relationship with Aurora Cannabis and other strategic relationships, and capital investment execution to build value in the cannabis value chain in the United States. Targeting investments in cannabis and associated real estate opportunities, Australis is well positioned for early-stage access to attractively priced opportunities. Following an oversubscribed, non-brokered private placement, raising gross proceeds of $17 million, Australis is aggressively identifying high quality investment opportunities with strong growth potential. Australis has assembled a management team with significant U.S. capital markets, operating and regulatory compliance experience governed by an industry best board of directors and deeply rooted cannabis investment advisory committee.

Through aggressive and disciplined investment, access to capital markets, Australis will leverage strategic relationships with Aurora Cannabis and others to maximize deal flow and discounted investments.

Management Commentary
“With Australis we’ve brought together an impressive management team and Board with vast capital markets and cannabis industry backgrounds to evaluate and pursue investments in the highly fragmented and opportunity-rich U.S. cannabis market,” said Terry Booth, CEO of Aurora. “Upon completion of the distribution, Australis’ independent opportunity team will leverage their combined experience while applying the Aurora Standard to assessing and executing on accretive opportunities that will drive long term shareholder value.”
“Our team has wasted no time evaluating a number of potential investment opportunities across the US cannabis industry and excited to initiate our investment strategy upon completion of the distribution” stated Scott Dowty, CEO of Australis. We’re entering the market at the right time to capitalize on these transactions and generate shareholder value. I look forward to providing regular updates as we complete these investments and further define growth vectors to what will be a disciplined, reflective and aggressive mandate.”

Update on Distribution of Australis Units to Aurora Shareholders
Following completion of Australis’ public listing, Aurora and Australis expect the previously announced distribution of shares and warrants (the “Distribution”) will be completed and the Australis shares and warrants will commence trading on the CSE on September 19, 2018 under the symbol “AUSA”. In accordance with the terms of the Distribution, eligible Aurora shareholder will be paid one Unit of Australis for every 34 Aurora shares outstanding as at August 24, 2018 (the “Record Date). Each Unit will consist of one common share and one share purchase warrant of Australis. Each warrant will entitle the holder thereof to acquire one share at an exercise price of $0.25 per Australis share, on or prior to 4:00 p.m. (Eastern Time) on the date that is one year after the Distribution.

In accordance with applicable securities laws, only Canadian beneficial shareholders can participate in the Distribution. Canadian beneficial shareholders or their broker representatives are required to confirm Canadian residency by no later than September 14, 2018, otherwise they will be deemed to be non-resident shareholders and will receive the net cash proceeds from the sale of their units. Canadian shareholders who hold their shares in Aurora through a brokerage or other account are therefore urged to contact their brokers to ensure that their brokers have confirmed Canadian residency in the manner to be provided by CDS or DTCC, as applicable.

About Aurora
Headquartered in Edmonton, Alberta, Canada with funded capacity in excess of 500,000 kg per year and sales and operations in 18 countries across five continents, Aurora is one of the world’s largest and leading cannabis companies. Aurora is vertically integrated and horizontally diversified across every key segment of the value chain, from facility engineering and design to cannabis breeding and genetics research, cannabis and hemp production, derivatives, high value-add product development, home cultivation, wholesale and retail distribution.

Highly differentiated from its peers, Aurora has established a uniquely advanced, consistent and efficient production strategy, based on purpose-built facilities that integrate leading-edge technologies across all processes, defined by extensive automation and customization, resulting in the massive scale production of high quality product at ultra-low costs. Intended to be replicable and scalable globally, these production facilities are designed to produce cannabis of significant scale, with high quality, industry-leading yields, and ultra-low per gram production costs. Each of Aurora’s facilities is built to meet European Union (EU) GMP standards, and both its first production facility and its wholly owned European medical cannabis distributor Pedanios have achieved this level of certification.

In addition to the Company’s rapid organic growth and strong execution on strategic M&A, which to date includes 15 companies – MedReleaf, CanvasRX, Peloton Pharmaceutical, Pedanios, H2 Biopharma, Urban Cultivator, BC Northern Lights, Larssen Greenhouses, CanniMed Therapeutics, Anandia Labs, HotHouse Consulting, Agropro, Borela, and the pending acquisition of ICC Labs – Aurora is distinguished by its reputation as a partner of choice and employer of choice in the global cannabis sector, having invested in and established strategic partnerships with a range of leading innovators, including: The Green Organic Dutchman Holdings Ltd. (TSX: TGOD), Radient Technologies Inc. (TSXV: RTI), Hempco Food and Fiber Inc. (TSXV: HEMP), Cann Group Ltd. (ASX: CAN), Micron Waste Technologies Inc. (CSE: MWM), Choom Holdings Inc. (CSE: CHOO), Namaste Technologies Inc. (TSXV: N), Evio Beauty Group (private), Wagner Dimas (private), CTT Pharmaceuticals (OTCC: CTTH), and Alcanna Inc. (TSX: CLIQ).
Aurora’s Common Shares trade on the TSX under the symbol “ACB”, and are a constituent of the S&P/TSX Composite Index.
For more information about Aurora, please visit our investor website, investor.auroramj.com, Twitter, Facebookor Instagram
Terry Booth, CEO
Aurora Cannabis Inc.

About Australis
Australis Capital identifies and invests in the cannabis industry predominately in the United States, a highly regulated, fragmented, fast growing and evolving industry. Investments may include and are not limited to equity, debt or other securities of both public and private companies, financings in exchange for royalties or other distribution streams, and control stake acquisitions. Australis Capital adheres to stringent investment criteria and will focus on significant near and mid-term high-quality opportunities with strong return potentials while maintaining a steadfast commitment to governance and community. Australis Capital’s Board, Management and Advisory Committee members have material experience with, and knowledge of, the cannabis space in the U.S., extensive backgrounds in highly regulated industries, adherence to stringent regulatory compliance, public company and operational expertise. For more information, please visit us at www.ausacap.com

Forward looking statements
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur and include, but are not limited to: statements in respect of the timing and details of the Distribution, the financial prospects of Australis, the listing of

Australis Shares and Warrants on the CSE and the terms of the Restricted Back-in Right. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

Investors should refer to the final prospectus filed by Australis in connection with the Distribution for more information, in particular the risk factors described therein under the heading “Risk Factors”. The Company 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 expressly required by applicable law.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Aurora Cannabis Inc.

Cryptocurrency Analyst, Mark Moss, Formerly from I Love Crypto Launches New YouTube Channel, Market Disruptors, with a 4-Part Series Covering the Dangers of Wall Street Taking Over Bitcoin

NEWS PROVIDED BY
AndyDaneMedia
Sep 05, 2018, 17:15 ET

LOS ANGELES, Sept. 5, 2018 /PRNewswire/ — Andy Dane Media has announced that Crypto Analyst and Investor Mark Moss, known for his fundamental analysis and market insights from I Love Crypto, has released a 4-part series on his new YouTube channel Market Disruptors. The series delves into topics surrounding Wall Street and their moves into Bitcoin and crypto, including how they plan to “Financialize” Bitcoin, inflate it past it’s 21m hard cap, and the dangers of Wall Street playing their traditional financial games with Bitcoin.

In the first two episodes of this series, Mark Moss gives insights on how Wall Street wanting to take over cyrptocurrency is essentially “playing with fire” if they handle the market with normal financialization like they’re used to.

Expert insights of the market will be showcased on Mark’s YouTube channel, Market Disruptors, where free information and education is delivered weekly to viewers. Market Disruptors, overall, helps people get a better understanding of the markets, what events are taking place, and how to position yourself accordingly.

Mark Moss has made a name for himself in the cryptocurrency world, with over 20 years of real business experience and decades of investing across all types of profiles. He brings a fresh perspective to understanding the markets that many analysts aren’t aware of or choose to ignore.

“I was fortunate to have one person really explain things in detail, and he would always say, ‘I am telling you what I would want to know if I was on your side of the table.’ And so I want to do the same. I want to tell people what they should and need to know,” Mark shares.

Viewers who listen to Mark Moss are provided with an expert viewpoint in the most explosive markets. Mark offers high level fundamental analysis that helps viewers understand market cycles, where it’s heading, what types of assets you should keep your eyes on, and more. If you’re interested getting informed and ahead of the market, tune into Market Disruptors.

About Mark Moss

Mark Moss has founded 6 companies that have grown well past 7 figures within the first year, including an exit on a sale with a Fortune 500 company. In 2016, Mark went all in on cryptocurrencies. In return, he launched one of the first online crypto asset publications, Block United, now known as Signal Profits.

SOURCE AndyDaneMedia

 FOR IMMEDIATE RELEASE

Markel to acquire Nephila Holdings Limited

For more information contact:

Markel Corporation, Investor Relations

804-747-0136

investorrelations@markelcorp.com

Nephila

Mandi Abate Little

615-509-9007

mabatelittle@nephilaadvisors.com

 FOR IMMEDIATE RELEASE

Markel to acquire Nephila Holdings Limited

RICHMOND, VA and NASHVILLE, TN, August 31, 2018 – Markel Corporation (“Markel”) (NYSE: MKL) and Nephila Holdings Limited (“Nephila”) announced today that they have entered into a definitive agreement for Markel to acquire all of the outstanding shares of Nephila.

Nephila is the pre-eminent insurance-linked securities manager in the world. Nephila brings deep and long-term investor relationships, tremendous energy, creativity and innovation in matching investor risk appetites with client needs. Nephila, whose revenue is driven primarily through management and incentive fees, manages over $12 billion of assets under management for over 300 geographically diverse investors. Adding the unique and proven talents of Nephila to the specialty insurance and reinsurance platforms of Markel will produce a powerful combination that will drive long-term growth and value to the benefit of the companies’ investors.

Richie Whitt, Markel’s Co-Chief Executive Officer, commented, “We are excited to welcome Nephila to the Markel team. Frank Majors and Greg Hagood have built the industry’s pre-eminent and longest-tenured insurance-linked securities manager. With a proven 20 year track record of success, they bring with them an incredibly experienced and talented management team and a culture of creativity, innovation and excellence that exemplifies the Markel Style. The addition of Nephila to Markel’s insurance, reinsurance, insurtech, fronting, and existing insurance-linked securities capabilities will enhance and strengthen the breadth and depth of Markel’s offerings to policyholders, producers and investors.”

Frank Majors, Nephila’s Co-Chief Executive Officer, remarked, “We are delighted to be joining Markel, a company with a similar culture, strategic outlook and long-term focus. They have built a great company with a sterling reputation for both outstanding performance and a collaborative business approach, and have a proven track record of successful acquisitions. Markel shares our strategic vision for the future of the insurance markets; this transaction will allow us to accelerate our delivery of that strategy, creating additional value for our investors and our trading partners. We are looking forward to working with the Markel team, and are excited by the possibilities from our combined strengths.”

Greg Hagood, Nephila’s Co-Chief Executive Officer, added, “As the industry continues to evolve, we believe the resources and expertise from both platforms will provide meaningful benefits to our investor base, as it combines the investment independence of a 20 year, stand-alone insurance-linked securities manager with the additional resources of a well-respected and strongly rated insurer.  We are excited about leveraging these joint resources on behalf of our investors in the years ahead.”

Upon completion of the transaction, Nephila will continue to operate as a separate business unit. The management team, led by Greg Hagood and Frank Majors, will remain in place and will continue to be based in Bermuda, San Francisco, CA, Nashville, TN and London.

The transaction, which is subject to approvals by relevant insurance regulators and other customary closing conditions, is expected to close in the fourth quarter of 2018. The transaction is not subject to any financing condition, and Markel plans to finance the transaction using cash balances on hand.

Whitt added, “The combined assets under management (AUM) between Nephila and Markel CATCo will stand at approximately $19 billion, representing approximately 20% of the insurance-linked securities sector. With this transaction, Markel is set to become the largest manager of funds in this sector.”

Advisors

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Markel. Evercore is serving as exclusive financial advisor to Nephila and Willkie Farr & Gallagher LLP is serving as Nephila’s legal counsel.

About Markel Corporation

Markel Corporation is a diverse financial holding company serving a variety of niche markets. The Company’s principal business markets and underwrites specialty insurance products. In each of the Company’s businesses, it seeks to provide quality products and excellent customer service so that it can be a market leader. The financial goals of the Company are to earn consistent underwriting and operating profits and superior investment returns to build shareholder value. Visit Markel Corporation on the web at markelcorp.com.

About Nephila

Nephila is a leading investment manager specializing in reinsurance risk. Nephila offers a broad range of investment products focusing on instruments such as insurance-linked securities, catastrophe bonds, insurance swaps, and weather derivatives. Nephila has assets under management of approximately $12.3 billion as of July 31, 2018 and has been managing institutional assets in this space since it was founded in 1998. The firm has over 180 employees based in their Bermuda headquarters, San Francisco, CA, Nashville, TN and London. Visit Nephila on the web at www.nephila.com.

Disclaimer

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Markel’s and Nephila’s beliefs, plans or expectations, are forward-looking statements. These statements are based on Markel’s and Nephila’s current plans, estimates, and expectations. There are risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. Neither Markel nor Nephila assumes any obligation to update this release (including any forward-looking statements herein) as a result of new information, developments, or otherwise. This release speaks only as of the date issued.

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