Armstrong Flooring Announces Commencement of Tender Offer to Repurchase up to $50 Million of its Common Stock
LANCASTER, Pa.–(BUSINESS WIRE)–Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or the
“Company”) announced today the commencement of a modified “Dutch
auction” self-tender offer to repurchase up to $50,000,000 in cash of
shares of its common stock, at a price per share within the range of
$11.70 to $10.20, less applicable withholding taxes and without
interest. The NYSE closing price of Armstrong Flooring’s common stock on
May 16, 2019 was $10.52 per share.
The tender offer will expire at the end of June 14, 2019 at 12:00 a.m.,
New York City time, unless the tender offer is extended or withdrawn by
the Company. Tenders of shares must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case in accordance with the
procedures described in the tender offer materials that are being
distributed to stockholders.
The Company believes that the modified “Dutch auction” tender offer
mechanism is a prudent use of the Company’s financial resources and an
efficient way to return capital to stockholders who wish to receive cash
for all or a portion of their shares.
A modified “Dutch auction” self-tender offer allows stockholders to
tender their shares pursuant to (i) auction tenders whereby stockholders
indicate at what price within the Company’s specified range (in
increments of $0.10 per share) they wish to tender or (ii) purchase
price tenders whereby stockholders indicate they are willing to sell
their shares to the Company at the purchase price determined in the
tender offer. When the tender offer expires, the Company will determine
the purchase price, which will be the lowest price per share within the
Company’s specified range that will enable the Company to purchase the
maximum number of shares properly tendered in the tender offer and not
properly withdrawn having an aggregate purchase price not exceeding
$50,000,000 (or, if the tender offer is not fully subscribed, all shares
properly tendered and not properly withdrawn up to $50,000,000), taking
into account the number of shares tendered pursuant to auction tenders
and purchase price tenders and the prices specified by stockholders
tendering shares pursuant to auction tenders.
All shares accepted for payment will be purchased at the same purchase
price, regardless of whether they were tendered at a lower price. Upon
the terms and subject to the conditions of the tender offer,
stockholders will receive the purchase price in cash, less any
applicable withholding taxes and without interest, for shares properly
tendered (and not properly withdrawn) at prices equal to or less than
the purchase price. If shares are tendered at prices at or below the
purchase price with an aggregate purchase price of more than
$50,000,000, tendering stockholders whose shares are tendered at or
below the purchase price owning fewer than one hundred (100) shares, or
“odd lot” holders, will have their shares purchased without proration
and all other tendered shares will be purchased on a pro rata basis,
subject to the conditional tender provisions described in the Offer to
Purchase. The terms and conditions of the tender offer are set forth in
an Offer to Purchase, Letter of Transmittal and related documentation
that are being distributed to holders of the Company’s shares and have
been filed with the U.S. Securities and Exchange Commission (the “SEC”).
Stockholders whose shares are purchased in the tender offer will be paid
the purchase price net in cash, less applicable withholding taxes and
without interest, promptly after the expiration of the tender offer. All
shares tendered at prices above the purchase price will not be purchased
and will be returned promptly after the expiration of the tender offer
to the tendering stockholders. The tender offer will remain open for at
least twenty (20) business days. The Company also reserves the right to
purchase up to an additional 2% of its shares outstanding pursuant to
and without amending or extending the tender offer.
Armstrong Flooring will use a portion of its cash and cash equivalents
on hand to fund the repurchase of shares in the tender offer. The tender
offer is not conditioned upon obtaining financing or any minimum number
of shares being tendered; however, the tender offer is subject to a
number of other terms and conditions, which are specified in the Offer
to Purchase.
The Company’s directors and executive officers have informed us that
they do not intend to tender into the Offer any Shares of which they, in
their individual capacity, have or share the power to (i) vote or direct
the voting or (ii) invest, dispose or direct the disposition.
Goldman Sachs & Co. LLC (the “Dealer Manager”) will serve as dealer
manager for the tender offer. Innisfree M&A Incorporated (the
“Information Agent”) will serve as information agent for the tender
offer and American Stock Transfer & Trust Company, LLC (the
“Depositary”) will serve as depositary for the tender offer. For more
information about the tender offer, please contact Innisfree M&A
Incorporated at 1-888-750-5834.
While the Company’s board of directors authorized the tender offer, it
has not made and will not be making, and none of the Company, the
Company’s affiliates or subsidiaries, the Dealer Manager, the
Information Agent or the Depositary has made or is making, any
recommendation to the Company’s stockholders as to whether to tender or
refrain from tendering their shares or as to the price or prices at
which stockholders may choose to tender their shares. Stockholders must
make their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which to tender
them. Stockholders are urged to discuss their decision with their tax
advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press release
is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares. The offer to purchase and
the solicitation of the Company’s shares are made only pursuant to the
Offer to Purchase, the related Letter of Transmittal, and other related
materials mailed or otherwise delivered to stockholders. Stockholders
should read those materials and the documents incorporated therein by
reference carefully when they become available because they will contain
important information, including the terms and conditions of the tender
offer. The Company will file a Tender Offer Statement on Schedule TO
(the “Tender Offer Statement”) with the SEC. The Tender Offer Statement,
including the Offer to Purchase, the related Letter of Transmittal and
other related materials, will also be available to stockholders at no
charge on the SEC’s website at www.sec.gov
or from the information agent for the tender offer, Innisfree M&A
Incorporated. Stockholders are urged to read those materials carefully
prior to making any decisions with respect to the tender offer.
ABOUT ARMSTRONG FLOORING
Armstrong Flooring, Inc. is a global leader in the design and
manufacture of innovative flooring solutions. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring is North America’s largest
producer of resilient flooring products. The company safely and
responsibly operates 8 manufacturing facilities globally, working to
provide the highest levels of service, quality and innovation to ensure
it remains as strong and vital as its 150-year heritage. For additional
information, please visit www.armstrongflooring.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this release, including without limitation, statements as
to the amount, timing and manner of the Company’s self-tender offer, and
in our other public documents and comments contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Those statements provide our future expectations or
forecasts and can be identified by our use of words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,”
“could,” “should,” “seek,” and other words or phrases of similar meaning
in connection with any discussion of future operating or financial
performance. Forward-looking statements, by their nature, address
matters that are uncertain and involve risks because they relate to
events and depend on circumstances that may or may not occur in the
future. As a result, our actual results may differ materially from our
expected results and from those expressed in our forward-looking
statements. A more detailed discussion of the risks and uncertainties
that could cause our actual results to differ materially from those
projected, anticipated or implied is included in our reports filed with
the SEC. Forward-looking statements speak only as of the date they are
made. We undertake no obligation to update any forward-looking
statements beyond what is required under applicable securities law.
Contacts
INVESTOR & MEDIA RELATIONS
Investors:
Douglas
Bingham
SVP, Chief Financial Officer
717-672-9300
[email protected]
Media:
Steve
Trapnell
Corporate Communications Manager
717-672-7218
[email protected]
Indivior
Indivior Provides Update on Aelis Farma’s Clinical Phase 2B Study Results with AEF0117 in Participants with Cannabis Use Disorder
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW IN THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).
- Primary and Secondary End Points of the Study were Not Met
- Indivior Does Not Currently Expect to Exercise AEF0117 Option
SLOUGH, United Kingdom and RICHMOND, Va., Sept. 4, 2024 /PRNewswire/ — Indivior PLC (Nasdaq/LSE: INDV) is today providing an update following Aelis Farma’s announcement of the results from its clinical Phase 2B trial with AEF01171, evaluating the efficacy and safety in treatment-seeking participants with moderate to severe Cannabis Use Disorder (CUD). The purpose of this trial was twofold: (1) to show that AEF0117 (0.1, 0.3, 1 mg once a day for 12 weeks) lowers cannabis use and (2) to determine the endpoints and optimal dosage of AEF0117 for use in future studies. In this phase 2B study, patients were treatment-seeking participants, 84% of whom had severe CUD.
The results of the study demonstrated that the primary endpoint, the proportion of participants who reduced their cannabis use to ≤1 day per week, as well as secondary endpoints measuring the proportion of participants reaching either complete abstinence or who used ≤2 day per week, were not met. Although these results are disappointing, they indicate that significant work remains to be done to understand subpopulations of patients with CUD, specifically those with severe CUD.
This clinical Phase 2B study is part of the strategic collaboration between Aelis Farma and Indivior, which includes an exclusive option for Indivior to license the global rights to AEF0117. Given the lack of separation from placebo on primary and secondary endpoints and before seeing further additional favorable clinical data, Indivior does not currently expect to exercise its option.
Important Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that are forward-looking. Forward-looking statements include, among other things, express and implied statements regarding whether: we will be able to ultimately demonstrate the safety and efficacy of AEF0117, which is a prerequisite to filing any New Drug Application; we might ever exercise our option for AEF0117 and, if so, when; and other statements containing the words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “forecast,” “strategy,” “target,” “guidance,” “outlook,” “potential,” “project,” “priority,” “may,” “will,” “should,” “would,” “could,” “can,” “outlook,” “guidance,” the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future.
Actual results may differ materially from those because they relate to future events. Various factors may cause differences between Indivior’s expectations and actual results, including, among others, the risks described in our most recent annual report on Form 20-F beginning on page 9 as filed with the U.S. SEC and in subsequent releases; legal and market restrictions that may limit how quickly we can repurchaser our shares; the substantial litigation and ongoing investigations to which we are or may become a party; our reliance on third parties to manufacture commercial supplies of most of our products, conduct our clinical trials and at times to collaborate on products in our pipeline; our ability to comply with legal and regulatory settlements, healthcare laws and regulations, requirements imposed by regulatory agencies and payment and reporting obligations under government pricing programs; risks related to the manufacture and distribution of our products, most of which contain controlled substances; market acceptance of our products as well as our ability to commercialize our products and compete with other market participants; competition; the uncertainties related to the development of new products, including through acquisitions, and the related regulatory approval process; our dependence on third-party payors for the reimbursement of our products and the increasing focus on pricing and competition in our industry; unintended side effects caused by the clinical study or commercial use of our products; our ability to successfully execute acquisitions, partnerships, joint ventures, dispositions or other strategic acquisitions; our ability to protect our intellectual property rights and the substantial cost of litigation or other proceedings related to intellectual property rights; the risks related to product liability claims or product recalls; the significant amount of laws and regulations that we are subject to, including due to the international nature of our business; macroeconomic trends and other global developments such as armed conflicts and pandemics; the terms of our debt instruments, changes in our credit ratings and our ability to service our indebtedness and other obligations as they come due; changes in applicable tax rate or tax rules, regulations or interpretations and our ability to realize our deferred tax assets; and volatility in our share price due to factors unrelated to our operating performance or that may result from the potential move of our primary listing to the U.S.
Forward-looking statements speak only as of the date that they are made and should be regarded solely as our current plans, estimates and beliefs. Except as required by law, we do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.
This release is being made by Kathryn Hudson, Company Secretary Indivior PLC.
About Indivior
Indivior is a global pharmaceutical company working to help change patients’ lives by developing medicines to treat substance use disorders (SUD), overdose and serious mental illnesses. Our vision is that all patients around the world will have access to evidence-based treatment for the chronic conditions and co-occurring disorders of SUD. Indivior is dedicated to transforming SUD from a global human crisis to a recognized and treated chronic disease.
Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to both expand on its heritage in this category and potentially address other chronic conditions and co-occurring disorders of SUD. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.
References:
- National Library of Medicine (U.S.) (2022, April). Effect of AEF0117 on treatment-seeking patients with cannabis use disorder (CUD) (SICA2). Identifier
NCT05322941 https://www.clinicaltrials.gov/study/NCT05322941
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View original content:https://www.prnewswire.co.uk/news-releases/indivior-provides-update-on-aelis-farmas-clinical-phase-2b-study-results-with-aef0117-in-participants-with-cannabis-use-disorder-302237355.html
HERZLIYA, Israel and CALGARY, Alberta, Aug. 29, 2024 /PRNewswire/ — Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) (“Innocan” or the “Company”), a pioneer in the pharmaceutical and biotechnology industries, is pleased to announce that it has completed its previously announced non-brokered private placement offering of 5,025,725 units of the Company (the “Units”) at a price of C$0.22 per Unit for gross proceeds of C$1,105,659.50 (the “Offering”).
Each Unit is comprised of: (i) one (1) common share in the capital of the Company (each a “Common Share”); and (ii) one (1) common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$0.32 for a period of four (4) years from the date of issuance.
Innocan intends to use the proceeds of the Offering for working capital and general corporate purposes.
The securities issued to Canadian subscribers in connection with the Offering are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
Iris Bincovich, Chief Executive Officer of the Company, stated “we are very pleased with our successful offering. I would like to extend my sincere gratitude to our investors for their unwavering support. We see this as a strong vote of confidence by both existing and new investors which demonstrates investor support of our vision and strategic direction. These new funds will provide us with additional working capital to enable us to capitalize on new opportunities and allow us to advance strongly on our growth plans.”
The Company is also pleased to announce that it has granted an aggregate of 300,000 stock options (each an “Option“) to certain consultants of the Company pursuant to the Company’s stock option plan (the “Plan“). Each Option may be exercised for one (1) common share in the capital of the Company (each, a “Share“) at a price of $0.25 per Share. The Options expire on August 27, 2029.
All Options granted vest in accordance with the following vesting schedule: (i) 1/3rd of the Options vested immediately at grant; (ii) 1/3rd of the Options will vest on February 28, 2025; and (iii) 1/3rd will vest on August 27, 2025; all subject to the terms and conditions of the Plan.
About Innocan Pharma:
Innocan is a pharmaceutical tech company that operates under two main segments: Pharmaceuticals and Consumer Wellness. In the Pharmaceuticals segment, Innocan focuses on developing innovative drug delivery platform technologies comprises with cannabinoids science, to treat various conditions to improve patients’ quality of life. This segment involves two drug delivery technologies: (i) LPT CBD-loaded liposome platform facilitating exact dosing and the prolonged and controlled release of CBD into the blood stream. The LPT delivery platform research is in the preclinical trial phase for two indications: Epilepsy and Pain Management. In the Consumer Wellness segment, Innocan develops and markets a wide portfolio of innovative and high-performance self-care products to promote a healthier lifestyle. Under this segment Innocan has established a Joint Venture by the name of BI Sky Global Ltd. that focuses developing on advanced targeted online sales. https://innocanpharma.com/
Contact Information:
For Innocan Pharma Corporation:
Iris Bincovich, CEO
+1 5162104025
+972-54-3012842
+442037699377
[email protected]
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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View original content:https://www.prnewswire.co.uk/news-releases/innocan-pharma-announces-closing-of-private-placement-and-grant-of-stock-options-302234455.html
Cannabis
Europe Medical Cannabis Market Forecast 2024-2032: Tilray, Aurora Cannabis, and GW Pharmaceuticals Dominate the Market Landscape
Dublin, Aug. 29, 2024 (GLOBE NEWSWIRE) — The “Europe Medical Cannabis Oil Market Size, Industry Dynamics, Opportunity Analysis and Forecast 2024-2032.” report has been added to ResearchAndMarkets.com’s offering.
The Europe Medical Cannabis Oil market is poised for significant growth, projected to escalate from US$ 0.91 billion in 2023 to US$ 2.40 billion by 2032, advancing at a CAGR of 12.08%. In this comprehensive research report, the market is analyzed by:
- Derivatives;
- Source;
- Application;
- Route of Administration;
- End-user;
- Distribution Channel; and
- Country.
Market Highlights Identified in the Report
- Progressive legalization across Europe is creating a favorable regulatory environment, enhancing market expansion for medical cannabis oil products.
- Germany leads the market with a robust infrastructure and supportive regulations, while other countries like the UK, Italy, and Spain show significant growth potential based on evolving regulatory landscapes and market dynamics.
- Key players such as Tilray, Aurora Cannabis Inc., and GW Pharmaceuticals dominate the market, emphasizing research, strategic partnerships, and innovation to maintain competitive edge amidst evolving industry dynamics.
The medical cannabis oil market has experienced substantial growth as legalization and acceptance of cannabis-based treatments expand globally. Cannabis oil, derived from the cannabis plant through extraction methods, contains cannabinoids such as THC and CBD, known for their therapeutic properties. Increasing recognition of cannabis oil’s potential in alleviating symptoms of various medical conditions, including chronic pain, epilepsy, and anxiety disorders, has driven its adoption in medical settings.
Governments in several countries are progressively legalizing medical cannabis, creating a conducive regulatory environment for market expansion. Additionally, growing consumer awareness about alternative and natural therapies has fueled the demand for cannabis oil products. The market is characterized by diverse product offerings, including full-spectrum and CBD-isolate oils, catering to different therapeutic needs and preferences.
Despite regulatory challenges and stigma associated with cannabis, the medical cannabis oil market continues to evolve, driven by ongoing research, favorable legislative changes, and shifting attitudes toward cannabis-based therapies in healthcare.
Regional Insights
Germany is likely to maintain its leadership position in the European medical cannabis oil market due to its established infrastructure, supportive regulations, and strong healthcare system. Germany legalized medical cannabis in 2017, giving the market a head start compared to many other European countries. This established infrastructure and experience position Germany as a leader in the field. As awareness and acceptance of medical cannabis increase, the number of patients seeking treatment in Germany is steadily rising. This fuels market growth and incentivizes further investment in research and development.
Germany’s regulatory framework for medical cannabis is considered relatively patient-friendly compared to some other European countries. This facilitates access for patients with qualifying conditions. The UK legalized medical cannabis in 2018 and is experiencing an increase in patient access programs. This, coupled with ongoing research, could lead to significant market growth. Italy legalized medical cannabis in 2006 but has faced challenges with availability. As regulations become more streamlined and patient access expands, the Italian market holds significant growth potential. Spain has a well-established medical cannabis industry with a focus on domestic production. As regulations evolve and export opportunities increase, the Spanish market could see a boost.
Competitive Landscape
The Medical Cannabis Oil market is characterized by a vigorous competitive landscape, with prominent entities like Tilray, Aurora Cannabis Inc., GW Pharmaceuticals, Almiral, Bedrocan, and others at the forefront, collectively accounting for approximately 41 % of the overall market share. This competitive milieu is fueled by their intensive efforts in research and development as well as strategic partnerships and collaborations, underscoring their commitment to solidifying market presence and diversifying their offerings.
The primary competitive factors include pricing, product caliber, and technological innovation. As the Medical Cannabis Oil industry continues to expand, the competitive fervor among these key players is anticipated to intensify. The impetus for ongoing innovation and alignment with evolving customer preferences and stringent regulations is high. The industry’s fluidity anticipates an uptick in novel innovations and strategic growth tactics from these leading corporations, which in turn propels the sector’s comprehensive growth and transformation.
Key Topics Covered
Chapter 1. Research Framework
Chapter 2. Research Methodology
Chapter 3. Executive Summary: Europe Medical Cannabis Oil Market
Chapter 4. Europe Medical Cannabis Oil Market Overview
Chapter 5. Europe Medical Cannabis Oil Market Analysis, by Derivatives
Chapter 6. Europe Medical Cannabis Oil Market Analysis, by Source
Chapter 7. Europe Medical Cannabis Oil Market Analysis, by Application
Chapter 8. Europe Medical Cannabis Oil Market Analysis, by Route of Administration
Chapter 9. Europe Medical Cannabis Oil Market Analysis, by End-user
Chapter 10. Europe Medical Cannabis Oil Market Analysis, by Distribution Channel
Chapter 11. Europe Medical Cannabis Oil Market Analysis, by Country
Chapter 12. The UK Medical Cannabis Oil Market Analysis
Chapter 13. Germany Medical Cannabis Oil Market Analysis
Chapter 14. The Netherlands Medical Cannabis Oil Market Analysis
Chapter 15. Italy Medical Cannabis Oil Market Analysis
Chapter 16. Spain Medical Cannabis Oil Market Analysis
Chapter 17. Poland Medical Cannabis Oil Market Analysis
Chapter 18. Rest of Europe Medical Cannabis Oil Market Analysis
Chapter 19. Company Profiles (Company Overview, Financial Matrix, Key Product Landscape, Key Personnel, Key Competitors, Contact Address, and Business Strategy Outlook)
A selection of companies mentioned in this report includes, but is not limited to:
- Aurora Cannabis Inc.
- Bedrocan
- Biocann
- BIOTA Biosciences LLC
- Cannamedical
- Mary Jane CBD
- Sanity Group GmbH
- Tilray
- Valcon Medical
For more information about this report visit https://www.researchandmarkets.com/r/dh7q46
About ResearchAndMarkets.com
ResearchAndMarkets.com is the world’s leading source for international market research reports and market data. We provide you with the latest data on international and regional markets, key industries, the top companies, new products and the latest trends.
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