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WPP Finance 2010 Announces Pricing Pursuant to its Tender Offer For Certain of its Dollar-Denominated Notes

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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS”
BELOW).

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING
OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NEW YORK & LONDON–(BUSINESS WIRE)–WPP (NYSE: WPP) today issued the following statement:

WPP Finance 2010 (“WPP”) announces the pricing of its offer to purchase
(the “Offer”) any and all of the outstanding notes listed in the table
below (collectively, the “Notes”) which is being made upon, and is
subject to, the terms and conditions set forth in the Offer to Purchase,
dated May 1, 2019 (the “Offer to Purchase”). Capitalised terms used in
this announcement but not defined have the meaning given to them in the
Offer to Purchase.

Upon the terms and subject to the conditions set forth in the Offer to
Purchase, the Total Consideration for each $1,000 principal amount of
each series of Notes validly tendered at or prior to the Expiration Date
or the Guaranteed Delivery Date pursuant to the guaranteed delivery
procedures, and accepted for purchase (the “Total Consideration”), is
specified in the following table:

         
Title of Security CUSIP / ISIN Numbers

Reference
Treasury
Security

Reference
Yield

Fixed Spread (basis
points)

Total Consideration
For $1,000 Principal
Amount

5.125% Notes due September 2042

92936M AD9 / US92936MAD92

3.375% U.S. Treasury Notes due November 2048

2.867%

220

$1,007.81

 

5.625% Notes due November 2043

92936M AE7 / US92936MAE75

3.375% U.S. Treasury Notes due November 2048

2.867%

220

$1,077.82

 

The Offer will expire at 5:00 p.m. (Eastern Time) on May 7, 2019 (such
date and time, as the same may be extended, the “Expiration Date”).
Notes tendered may be validly withdrawn at any time at or prior to 5:00
p.m. (Eastern time) on May 7, 2019 (such date and time, as the same may
be extended, the “Withdrawal Date”), but not thereafter. The “Results
Announcement Date” is expected to be May 8, 2019, unless the Offer is
extended. The “Settlement Date” will be promptly following the
Expiration Date and is expected to be May 10, 2019, which is the third
business day after the Expiration Date.

In addition to the applicable Total Consideration, holders whose Notes
are accepted for purchase will be paid accrued and unpaid interest on
such Notes to, but not including, the Settlement Date (“Accrued
Interest”). Interest will cease to accrue on the Settlement Date for all
Notes accepted.

WPP’s obligation to accept Notes tendered in the Offer is subject to the
satisfaction of certain conditions described in the Offer to Purchase.
WPP reserves the right, subject to applicable law, to waive any and all
conditions to the Offer.

Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary needs to receive instructions from a holder in order for
that holder to be able to participate in, or (in the circumstances in
which revocation is permitted) revoke their instruction to participate
in the Offer before the deadlines specified herein and in the Offer to
Purchase. The deadlines set by each clearing system for the submission
and withdrawal of tender instructions will also be earlier than the
relevant deadlines specified herein and in the Offer to Purchase.

Where to Obtain Information

For additional information regarding the terms of the Offer, please
contact the Dealer Managers at ING Financial Markets LLC at +1 (877)
446-4930 (toll free) or +1 646 424 8972 (collect) or +44 20 7767 6784
(Europe), J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or
+ 1 212 834-3424 (collect) and Merrill Lynch International at +1 (980)
387-3907 (collect) or +1 (888) 292-0070 (toll free), +44-20-7996-5420
(Europe) or [email protected].
Requests for documents and questions regarding the tendering of Notes
may be directed to the Tender Agent, D.F. King & Co., Inc. at +1 (866)
745-0267 (toll free) or +1 (212) 269-5550 or [email protected].

The Offer to Purchase may be obtained by Holders at the following web
address, or by contacting the Dealer Managers or the Tender Agent:

www.dfking.com/wpp

Market Abuse Regulation

This announcement is released by WPP Finance 2010 and contains
information that qualified or may have qualified as inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 (“MAR”), encompassing information relating to the Offer
described above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by
Paul Richardson of WPP Finance 2010.

Disclaimer

This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is made
with respect to the Offer. If any Holder is in any doubt as to the
contents of the Offer to Purchase or the action it should take, it is
recommended to seek its own financial advice, including in respect of
any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Notes pursuant to the Offer.
None of WPP, the Dealer Managers or the Tender Agent or any of their
respective directors, employees or affiliates makes any recommendation
whether Holders should tender Notes pursuant to the Offer.

Offer and Distribution Restrictions

The distribution of this announcement and/or the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Offer to Purchase come(s) are
required by WPP, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Nothing in this
announcement nor the Offer to Purchase constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the
Offer will not be accepted from any Holders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers’ respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by
such Dealer Manager or such affiliate, as the case may be, on behalf of
WPP in such jurisdiction.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other
document or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa
(“CONSOB”) pursuant to Italian laws and
regulations. Each Offer is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
14 May 1999, as amended. Holders or beneficial owners of the Notes that
are located in Italy can tender Notes for purchase in the Offer through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of
Italy in accordance with the Financial Services Act, CONSOB Regulation
No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes and/or the Offer.

United Kingdom

The communication of this announcement and the Offer to Purchase by the
Offeror and any other documents or materials relating to the Offer is
not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is exempt from the restriction on financial promotions under
section 21 of the FSMA on the basis that it is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial
Promotion Order
”)) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in
the Republic of France (“France”). Neither this announcement, the Offer
to Purchase nor any other document or material relating to the Offer has
been or shall be distributed to the public in France and only (i)
providers of investment services relating to portfolio management for
the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers
)
and/or (ii) qualified investors (investisseurs qualifiés), acting
for their own account, with the exception of individuals, within the
meaning ascribed to them in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 of the French Code monétaire et financier, and
applicable regulations thereunder, are eligible to participate in
the Offer. Neither this announcement nor the Offer to Purchase has not
been and will not be submitted for clearance to nor approved by the Autorité
des Marchés Financiers
.

Belgium

None of this announcement, the Offer to Purchase nor any other documents
or materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services
and Markets Authority (Autoriteit voor financiële diensten en markten
/ Autorité des services et marchés financiers
) and, accordingly, the
Offer may not be made in Belgium by way of a public offering, as defined
in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time. Accordingly, the
Offer may not be advertised and the Offer will not be extended and none
of this announcement, the Offer to Purchase or any other documents or
materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than “qualified investors” in the sense of Article 10 of
the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. Insofar as Belgium is
concerned, this announcement and the Offer to Purchase have been issued
only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be used
for any other purpose or disclosed to any other person in Belgium.

Contacts

Fran Butera, WPP
[email protected]
+1
212 632 2235


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Cannabis

Cannabis Capsule Global Analysis Report 2024: Market to Reach $79.2 Billion in 2028 – Forecast to 2033 Featuring GW Pharmaceuticals, Trulieve Cannabis, Green Thumb Industries, Tilray, Columbia Care

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Innocan

Innocan Pharma Initiates FDA Approval Process for Liposome Injection Therapy for Chronic Pain

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With its submission of a Pre-IND Meeting Request Letter, Innocan initiates the regulatory process with the U.S. Food and Drug Administration (FDA) for the approval of its prolonged CBD release technology for human use

HERZLIYA, Israel and CALGARY, AB, April 22, 2024 /PRNewswire/ — Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) (“Innocan” or the “Company”), is pleased to announce that is has reached a key milestone: the Company submitted its letter of application for a Pre-IND meeting, the first phase in the FDA approval process in the United States for Innocan’s Liposome-Cannabidiol (LPT-CBD) injectable treatment of chronic pain.

With the global market for pain therapeutics widely expected to exceed US$100 billion by 2032[1], LPT therapy which requires only one single monthly subcutaneous injection, is positioned as a highly attractive alternative to opioid-based approaches. Opioids have and continue to take a significant human toll in recent years, with more than three-quarters of drug overdose deaths in the United States involving opioids, according to the United States Center for Disease Control and Prevention[2].

Innocan’s therapy has shown consistent efficacy in multiple pre-clinical trials in recent years of it’s LPT-CBD injectable treatment through prolonged and controlled release of CBD in animals with chronic pain conditions. Innocan’s Pre-IND Meeting Request Letter to the FDA is a key milestone and important first step in seeking approval of its LPT-CBD therapy for use in humans. At the Pre-IND meeting, the objective will be to obtain guidance from the FDA on the preclinical and clinical development plan, enabling the initiation of an Investigational New Drug (IND) program in the United States.

Iris Bincovich, CEO of Innocan, commented: “We are extremely excited to embark on this next stage in the development of LPT-CBD injectables, this is a major Milestone for Innocan Pharma. We have invested significant effort and many thousands of person-hours in its research and development, accumulating a wealth of preclinical data that will serve as the foundation for our participation in the FDA process. This is a key milestone for Innocan and marks our first step towards the FDA’s recognition of our technology. We see significant potential for our therapy, with an addressable market for pain management therapeutics expected to exceed US $100 billion by 2032, and we look forward to tapping that.

Dr. Joseph Pergolizzi, Innocan’s FDA Advisory Board Member, added:

“We have worked hard to catalogue the data collected as part of our animal LPT therapy testing program and prepare it for the FDA. We look forward to working under FDA guidance, with the goal of completing the review process as quickly and efficiently as possible. We believe that Innocan’s unique treatment method, if and when it should become FDA-approved has the potential of being a highly valuable non-opioid addition in the medical arsenal of the management of chronic pain.”

About Innocan

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 based on advanced 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: 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 on advanced targeted online sales. https://innocanpharma.com/

For further information, please contact:

For Innocan Pharma Corporation:
Iris Bincovich, CEO

+1-516-210-4025

+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.

Cautionary note regarding forward-looking information

Certain information set forth in this news release, including, without limitation, information regarding research and development, collaborations, the filing of potential applications with the FDA and other regulatory authorities, the potential achievement of future regulatory milestones, the potential for treatment of conditions and other therapeutic effects resulting from research activities and/or the Company’s products, requisite regulatory approvals and the timing for market entry, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Innocan’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Innocan, including expectations and assumptions concerning the anticipated benefits of the products, satisfaction of regulatory requirements in various jurisdictions and satisfactory completion of requisite production and distribution arrangements.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: general global and local (national) economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including import / export matters and the failure to obtain any required regulatory and other approvals (or to do so in a timely manner) and availability in each market of product inputs and finished products. The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of launch of product distribution. A comprehensive discussion of other risks that impact Innocan can also be found in Innocan’s public reports and filings which are available under Innocan’s profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Innocan does not undertake to update, correct or revise any forward looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

[1] https://www.gminsights.com/industry-analysis/pain-management-drugs-market

[2] https://www.cdc.gov/opioids/data/index.html

Logo – https://mma.prnewswire.com/media/2046271/3968398/Innocan_Pharma_Corporation_Logo.jpg

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Curaleaf

Curaleaf Completes Acquisition of Northern Green Canada

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Bolsters Company’s Advantage in Several Key Emerging Markets, including Australia, New Zealand, Germany, Poland and the United Kingdom

NEW YORK, April 22, 2024 /PRNewswire/ — Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer cannabis products, announced today the closing of its acquisition of Northern Green Canada (“NGC”), a vertically integrated Canadian licensed cannabis producer focused primarily on expanding in the international market through its EU-GMP certification. The accretive acquisition amplifies the Company’s strategic advantage in established European markets including Germany, Poland and the United Kingdom and provides a foothold in the emerging markets of Australia and New Zealand.

Integrating NGC’s international operation will equip Curaleaf with a secure and consistent high quality, non-irradiated, indoor EU-GMP flower supply, essential to maintaining its leading positions in Germany, the United Kingdom and Poland.

“We are thrilled to welcome NGC formally to the Curaleaf family of global brands,” said Boris Jordan, Founder and Executive Chairman of Curaleaf. “This is an incredibly important deal for our international expansion strategy, as we’ll be able to bolster our supply of high quality EU-GMP certified flower immediately to key European markets as well as enter the fast-growing markets of Australia and New Zealand.”

The global cannabis market is projected to generate $55 billion in sales by 2027. Emerging markets beyond the United States and Canada, including Germany, Australia and New Zealand are expected to contribute $6.3 billion of the $55 billion projection.

Terms of the acquisition of NGC include an initial payment at closing of the Company’s Subordinate Voting Shares valued at approximately US $16 million, subject to a typical post-closing adjustment. An earnout may also be paid in 2025 based upon 2024 performance of NGC’s operations, up to 50% of which will be cash and the rest paid in additional Subordinate Voting Shares. The issuance of Subordinate Voting Shares in connection with the acquisition of NGC has been conditionally approved by the Toronto Stock Exchange, subject to fulfilling customary listing conditions.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf”) is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, JAMS, Find and Zero Proof provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected benefits of the acquisition of NGC, and the Company’s planned expansion on internal markets, the Company’s anticipated strategic advantages in European markets and emerging markets, the integration of NGC’s internal operations, the anticipated global cannabis market, and the listing of shares issuable in connection with the acquisition on the Toronto Stock Exchange. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matters described in this new release, including the Company’s ability to successfully realize the expected benefits of the acquisition, and the Company’s ability to fulfil the listing conditions imposed by the Toronto Stock Exchange. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the failure to realize the expected benefits of the acquisition, or the Company’s failure to fulfil the listing conditions imposed by the Toronto Stock Exchange. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s latest annual information form filed on March 6, 2024, which is available under the Company’s SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
[email protected]

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