PROS Holdings, Inc. (NYSE: PRO) (the "Company”) today announced the pricing of its previously announced private offering of $150.0 million aggregate principal amount of convertible senior notes due 2027 (the "Convertible Notes”). The Convertible Notes are being offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act”).
The Convertible Notes will be unsecured, unsubordinated obligations of the Company and will pay interest semiannually at an annual rate of 2.250% and will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate at such time. The Convertible Notes have an initial conversion rate of 23.9137 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $41.82 per share of the Company’s common stock), representing an initial conversion premium of approximately 32.5% above the closing price of $31.56 per share of the Company’s common stock on September 10, 2020. The conversion rate is subject to adjustment in certain circumstances, including in connection with specified fundamental changes. Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. The Convertible Notes will mature on September 15, 2027, unless converted, redeemed or repurchased in accordance with their terms prior to such date. Prior to June 15, 2027, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of these conditions. The Company expects to close the offering on or about September 15, 2020, subject to the satisfaction of various customary closing conditions.
In connection with the offering, the Company entered into privately negotiated capped call transactions with certain option counterparties. The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the Convertible Notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be.
The Company estimates that it will receive net proceeds from the offering of approximately $145.9 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use $25.3 million of the net proceeds of the offering to pay the cost of the capped call transactions. The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release contains "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the planned offering, business strategies, market potential, future financial and operational performance and other matters. Words such as "anticipates,” "estimates,” "expects,” "projects,” "forecasts,” "intends,” "plans,” "will,” "believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will consummate the offering on the anticipated terms of the notes, if at all, and the use of the net proceeds from the offering; and whether the capped call transactions will become effective. Various factors could also adversely affect the Company’s operations, business or financial results in the future and cause the Company’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the "Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the "Annual Report”) and Quarterly Reports on Form 10-Q for the three month period ended March 31, 2020 and the three and six month periods ended June 30, 2020 (the "Quarterly Reports”), filed with the Securities and Exchange Commission. In addition, the Company operates in a highly competitive, rapidly changing and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. The Company’s actual results could differ materially from management’s expectations because of changes in such factors. Achieving the Company’s business and financial objectives, including improved financial results and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under the "Risk Factors” sections contained in the Annual Report and Quarterly Reports as well as, among other things: (1) changes in the Company’s plans, strategies and initiatives; (2) the impacts of the global COVID-19 pandemic on the Company’s business, customers, partners, employees, markets, financial results and condition; (3) stock price volatility; (4) future borrowing and restrictive covenants under the revolving credit facility; (5) the impact of acquisitions, dispositions and other similar transactions; (6) the Company’s ability to attract and retain key employees; and (7) the Company’s ability to attract and retain new and existing customers to its solutions.
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Restaurant chain Ruby Tuesday filed for bankruptcy after closing one-third of its locations this year.It filed for Chapter 11 bankruptcy on October 7 in the U.S. Bankruptcy Court for the District of Delaware after a troubled year was worsened by the coronavirus pandemic. Stay at home orders and capacity restrictions hit Ruby Tuesday and other casual chains hard, many of which were already struggling. At least nine other chains have also filed for bankruptcy this year, including California Pizza Kitchen and the US arm of Le Pain Quotidien.CEO Shawn Lederman said that this is not the end of Ruby Tuesday, but instead "an opportunity to reposition the company for long-term stability."Here's how the chain went from a single restaurant in Knoxville, Tennessee where it is today. The first Ruby Tuesday was opened by 21 year old Sandy Beall in 1972, right next to the University of Tennessee in Knoxville, where he was a student. University of Tennessee.
Photo by Joe Robbins/Getty Images
Source: The New York Times
As a student, Beall managed three Pizza Hut franchises. When the owner had a heart attack, he sold the restaurants and gave Beall $10,000 in Pizza Hut stock, telling him to start his own business A Pizza Hut location, which is owned by Yum Brands Inc, is pictured ahead of their company results in Pasadena, California, U.S., July 11, 2016.
The first restaurant, now closed, was a "burger and beer joint" according to the New York Times. Foodbeast
A fraternity brother and investor suggested the name Ruby Tuesday, after the Rolling Stones song. In this March 24, 2016 file photo, members of The Rolling Stones, from left, Mick Jagger, Charlie Watts, Keith Richards and Ron Wood pose for photos from their plane at Jose Marti international airport in Havana, Cuba.
Ramon Espinosa File via AP
Beall also visited New York City to get ideas and look at potential competition, including TGI Fridays. TGI Fridays.
John Lamparski/SOPA Images/LightRocket via Getty Images
Over the first few years, Beall opened restaurants at a rate of one every nine months. Raymond Boyd/Getty Images
In 1982, Beall sold the chain to Morrison Restaurants Inc, a cafeteria and food service chain, for $15 million, and remained in charge. Ruby Tuesday.
AP Photo/Mary Altaffer, File
Source: The New York Times, Ruby Tuesday
Ruby Tuesday had more than 300 units by 1996, when parent company Morrison Restaurants Inc. split into three separate entities, one of which was Ruby Tuesday Inc, still headed by Beall. Ruby Tuesday.
Jeffrey Greenberg / Universal Images Group via Getty Images
Source: Nation's Restaurant News, The New York Times
In 2000, Ruby Tuesday Inc sold all of the other restaurant chains under the brand, leaving room to focus on building more Ruby Tuesdays. Don Bartletti/Los Angeles Times via Getty Images
By the time it turned 30 in 2002, Ruby Tuesday was the seventh largest casual dining restaurant chain in the US. Despite spending little on advertising it was competing with big names like Red Lobster and Outback Steakhouse. Rachel Askinasi/Insider
Source: Restaurant Hospitality
At that point, Ruby Tuesday specialized in large portions for inexpensive meals with a strategy of "We Feed America for Under $10." In 2001, the average lunch check was $9, and the average dinner bill was $12. Ruby Tuesday/Facebook
In 2007, just before the recession, Ruby Tuesday underwent a total redesign to a more upscale look, away from "roller skates on the wall and the bad food," Beall said. By 2009, the company had spent more than $100 million on the upgrades, including serving higher end food and offering a wider wine selection. Ruby Tuesday menu.
Source: The New York Times
Ruby Tuesday had the misfortune of attempting to upgrade into a more formal and expensive dining experience just as the recession hit stores across the board, and competitors fought to offer the best deals. In 2008, the chain closed more than 50 locations. A close sign is seen in the parking lot of a closed business as Ohio implements phase one of reopening dentists, veterinarians and elective surgeries in Columbus, Ohio.
In 2012, Ruby Tuesday had 896 restaurants and 43,000 employees, with stock prices slowly rising, it looked like a potential comeback. That year, Beall stepped down. Raymond Boyd/Getty Images
In 2017, Ruby Tuesday was acquired by private equity firm NRD for $2.40 per share, or about $335 million. NRD Capital.
Then in 2020, Ruby Tuesday was not spared by COVID-19 and lockdowns. David J. Phillip/AP Photo
In August, Business Insider reported that Ruby Tuesday had closed more than one-third of its restaurants, leaving a total 298 still open. Reporter Irene Jiang noted that the chain's prospects didn't look good even before the pandemic, going through five CEOs in five years. Ruby Tuesday.
Source: Business Insider
Business Insider also reported that Ruby Tuesday suddenly stopped paying pensions in July to more than 100 retirees before declaring insolvency on September 2. Ruby Tuesday.
AP Photo/Mary Altaffer
Source: Business Insider
On October 7, the chain announced it had filed for bankruptcy. Ruby Tuesday says it will continue business as usual, though the filing said that more closures could be coming soon. Ruby Tuesday.
Samantha Lee/Business Insider
Source: Business Insider
Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) ("Navidea” or the "Company”), a company focused on the development of precision immunodiagnostic agents and immunotherapeutics, is pleased to announce that it has signed a binding memorandum of understanding ("MOU”) with Jubilant Draximage Inc. dba Jubilant Radiopharma, Radiopharmaceuticals Division ("Jubilant”). The MOU outlines the terms and framework for an Exclusive License and Distribution Agreement ("ELDA”) for Navidea’s Rheumatoid Arthritis Diagnostic in the United States, Canada, Mexico, and Latin America.
In connection with the MOU, Jubilant made a $1 million equity investment in exchange for a limited exclusivity period while final due diligence efforts are completed. The investment was priced "at the market”, which was the closing price of Navidea’s common stock on the NYSE American immediately preceding the investment.
The MOU outlines certain terms that are expected to be included in the ELDA, including:
Jubilant to provide Navidea with an additional $19 million in the form of stock purchases and license fees, subject to the achievement of certain milestones, to be used to fund Navidea’s upcoming NAV3-32 (Phase 2B) and NAV3-33 (Phase 3) trials.
Jubilant will pay license fees and sales-based royalties to Navidea based on revenue generated from the sale of Navidea’s Rheumatoid Arthritis Diagnostic in the licensed territory.
Jubilant will serve as the exclusive commercial and distribution partner for Navidea’s Rheumatoid Arthritis Diagnostic in the United States, Canada, Mexico, and Latin America. Jubilant will be responsible for all commercialization efforts within the licensed territory.
The execution of the ELDA is subject to certain conditions, including Jubilant’s completion of due diligence.
Navidea also announced that on August 9, 2020, it signed a binding commitment letter with Mastiff Group LLC, for a private placement financing of up to $25 million in aggregate gross proceeds of shares of Navidea's common stock. Shares will be priced either "at the market” or at a premium to Navidea’s closing price on the date of execution (the "Private Placement Financing”). Navidea expects to sign definitive documents for a common stock only transaction, with an investor syndicate comprised of Mastiff Group LLC, John Kim Scott, Jr. and other fundamental biotech focused investors no later than August 18, 2020, with the closing to take place within 15 business days thereafter. The closing will be subject to the approval by the NYSE American of the Company’s additional listing application and other customary closing conditions.
"We're excited about the prospect of this partnership with Jubilant and the support of our investors through the committed financing" said Jed Latkin, CEO of Navidea. "The combination of Jubilant’s large nuclear medicine footprint and commitment to expand its penetration in the radio-diagnostics market makes them the ideal partner for our Rheumatoid Arthritis diagnostic. Execution of the ELDA will be a monumental step for our company, and we are pleased to have a strengthened balance sheet as we move forward.”
The securities to be sold in the private placement have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of Navidea's securities. No offer, solicitation or sale will be made in any state or other jurisdiction in which such offering, solicitation or sale would be unlawful.
Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) is a biopharmaceutical company focused on the development of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on its Manocept™ platform to enhance patient care by identifying the sites and pathways of disease and enable better diagnostic accuracy, clinical decision-making, and targeted treatment. Navidea’s Manocept platform is predicated on the ability to specifically target the CD206 mannose receptor expressed on activated macrophages. The Manocept platform serves as the molecular backbone of Tc99m tilmanocept, the first product developed and commercialized by Navidea based on the platform. Navidea’s strategy is to deliver superior growth and shareholder return by bringing to market novel products and advancing the Company’s pipeline through global partnering and commercialization efforts.
For more information, please visit www.navidea.com.
About Jubilant Draximage Inc. dba Jubilant Radiopharma, Radiopharmaceuticals Division.
Jubilant Radiopharma is an industry leading pharmaceutical company specializing in Nuclear Medicine focused on developing, manufacturing, commercializing and distributing high quality and sustainable diagnostic and therapeutic agents for the sole purpose of IMPROVING LIVES THROUGH NUCLEAR MEDICINE™ on a global scale. Nearly a thousand strong and growing, the business consists of two distinct divisions; The Radiopharmaceuticals Division and the Radiopharmacies Division. Jubilant’s (JUBILANT:NSE) Radiopharmaceuticals Division has a solid foundation in developing, manufacturing and commercializing radiopharmaceuticals used for the diagnosis and treatment of various diseases. Jubilant continuously invests in the development of generic and new novel diagnostic and therapeutic radiopharmaceuticals, which will enable early and accurate diagnosis and treatment of disease leading to better patient outcomes.
For more information, visit jubilantradiopharma.com
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements include our expectations regarding Navidea’s ability to enter into the ELDA on terms acceptable to Navidea, if at all, potential benefits to Navidea under the ELDA, Jubilant’s ability to act as an effective commercial and distribution partner, and Jubilant’s expected expansion into the radio-diagnostics market. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things: our ability to negotiate and enter into the ELDA on acceptable terms, if at all; Jubilant’s ability to act as a successful commercial distribution partner; our history of operating losses and uncertainty of future profitability; the final outcome of any pending litigation; our ability to successfully complete research and further development of our drug candidates; the timing, cost and uncertainty of obtaining regulatory approvals of our drug candidates; our ability to successfully commercialize our drug candidates; dependence on royalties and grant revenue; our ability to implement our growth strategy; anticipated trends in our business; our limited product line and distribution channels; advances in technologies and development of new competitive products; our ability to comply with the NYSE American continued listing standards; our ability to maintain effective internal control over financial reporting; the impact of the current coronavirus pandemic; and other risk factors detailed in our most recent Annual Report on Form 10-K and other SEC filings. You are urged to carefully review and consider the disclosures found in our SEC filings, which are available at https://www.sec.gov or at https://ir.navidea.com.
Investors are urged to consider statements that include the words "will,” "may,” "could,” "should,” "plan,” "continue,” "designed,” "goal,” "forecast,” "future,” "believe,” "intend,” "expect,” "anticipate,” "estimate,” "project,” and similar expressions, as well as the negatives of those words or other comparable words, to be uncertain forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be incorrect. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Navidea is not responsible for the contents of third-party websites.
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