Q2 Holdings, Inc. Announces Upsizing and Pricing of Private Placement of $275 Million of Convertible Senior Notes due 2026
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AUSTIN, Texas–(BUSINESS WIRE)–Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital
transformation solutions for banking and lending, today announced the
upsizing and pricing of its $275 million aggregate principal amount of
Convertible Senior Notes due 2026 (the “Notes”) in a private placement
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Q2 also
granted a 13-day option to the initial purchasers to purchase up to an
additional $41.25 million aggregate principal amount of Notes. The
private placement of Notes was upsized from the previously announced
$200 million aggregate principal amount and is expected to close on or
about June 10, 2019, subject to the satisfaction of customary closing
conditions.
The Notes will be unsecured, unsubordinated obligations of Q2 and will
pay interest semiannually at an annual rate of 0.75% and will be
convertible into cash, shares of Q2’s common stock or a combination of
cash and shares of Q2’s common stock, at Q2’s election, based on the
applicable conversion rate at such time. The Notes have an initial
conversion rate of 11.2851 shares of Q2’s common stock per $1,000
principal amount of Notes (which is equivalent to an initial conversion
price of approximately $88.61 per share of Q2’s common stock),
representing an initial conversion premium of approximately 27.5% above
the initial price to the public of $69.50 per share in Q2’s concurrent
underwritten follow on public offering of common stock described below.
The conversion rate is subject to adjustment in some events but will not
be adjusted for any accrued and unpaid interest. Holders of the Notes
will have the right to require Q2 to repurchase all or a portion of
their Notes upon the occurrence of a fundamental change (as defined in
the indenture governing the Notes) at a purchase price of 100% of their
principal amount plus any accrued and unpaid interest. The Notes will
mature on June 1, 2026, unless repurchased, redeemed or converted in
accordance with their terms prior to such date. Prior to the close of
business on the business day immediately preceding March 1, 2026, the
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.
Q2 may not redeem the notes prior to June 5, 2023. On or after June 5,
2023, Q2 may redeem for cash all or any portion of the Notes, at Q2’s
option, if the last reported sale price of Q2’s common stock has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading-day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the date
on which Q2 provides notice of redemption at a redemption price equal to
100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest.
In connection with the private placement, Q2 entered into privately
negotiated capped call transactions with option counterparties that
included one or more of the initial purchasers or their affiliates. The
capped call transactions cover, subject to anti-dilution adjustments,
the number of shares of common stock underlying the Notes sold in the
private placement. If the initial purchasers exercise their option to
purchase additional Notes, Q2 may enter into additional capped call
transactions with the option counterparties. The capped call
transactions are generally expected to reduce potential dilution to Q2’s
common stock upon conversion of the Notes and/or offset any cash
payments Q2 is required to make in excess of the principal amount of
converted Notes, as the case may be.
Q2 estimates that it will receive net proceeds from the private
placement of approximately $266.8 million (or approximately $306.9
million if the initial purchasers exercise their option to purchase
additional notes in full). Q2 intends to use $35.4 million of the net
proceeds to pay the cost of the capped call transactions (or $40.8
million if the initial purchasers exercise their option to purchase
additional notes in full). Q2 intends to use the remainder of the net
proceeds for general corporate purposes, including working capital,
capital expenditures, potential acquisitions and strategic transactions;
however, Q2 has not designated any specific uses and has no current
agreements with respects to any material acquisition or strategic
transactions. If the initial purchasers exercise their option to
purchase additional notes, Q2 intends to use a portion of the net
proceeds to fund the cost of entering into additional capped call
transactions. Any remaining net proceeds from the sale of additional
notes will be used for general corporate purposes.
Q2 has been advised that, in connection with establishing their initial
hedges of the capped call transactions, the option counterparties and/or
their affiliates (i) expect to purchase shares of Q2’s common stock
and/or enter into derivative transactions with respect to Q2’s common
stock concurrently with, or shortly after, the pricing of the Notes and
(ii) may modify their hedge positions by entering into or unwinding
derivative transactions with respect to Q2’s common stock and/or
purchasing or selling Q2’s common stock or other securities of Q2 in
secondary market transactions following the pricing of the Notes and
prior to the maturity of the Notes. These activities could have the
effect of increasing, or preventing a decline in, the market price of
Q2’s common stock concurrently with, or shortly following, the pricing
of the Notes. The effect, if any, of these activities, including the
direction or magnitude, on the market price of Q2’s common stock will
depend on a variety of factors, including market conditions, and cannot
be ascertained at this time. Any of these activities could, however,
adversely affect the market price of Q2’s common stock.
Q2 also announced today the upsizing and pricing of a public offering of
2,637,986 shares of Q2’s common stock, with 2,517,986 shares to be sold
by Q2 and 120,000 shares to be sold by a selling stockholder. Q2 also
granted the underwriters a 30-day option to purchase up to an additional
395,698 shares of Q2’s common stock from Q2. The private placement of
Notes is not contingent upon the concurrent public offering of common
stock, and the concurrent public offering of common stock is not
contingent upon the private placement of Notes. The public offering of
common stock is expected to close on June 10, 2019, subject to customary
closing conditions.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the Notes or the shares of common stock issuable upon
conversion of the 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. Any offer of these securities will be made only by means
of a private offering memorandum.
The Notes and the shares of common stock issuable upon conversion of the
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.
Forward-looking Statements:
This press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding the planned offering. 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 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, Q2 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 Q2 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 Q2’s
operations, business or financial results in the future and cause Q2’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 Q2’s Annual Report on Form
10-K for the year ended December 31, 2018, filed with the Securities and
Exchange Commission and available on the SEC Filings section of the
Investor Services section of Q2’s website at http://investors.q2ebanking.com/.
About Q2 Holdings, Inc.
Q2, a financial experience company headquartered in Austin, Texas,
builds stronger communities by strengthening the financial institutions
that serve them. We empower banks, credit unions and other financial
services providers to be the ever-present companion on an account
holder’s financial journey—helping our customers unlock new
opportunities, grow their businesses and improve efficiencies. To learn
more about Q2, visit www.q2ebanking.com.
Contacts
MEDIA CONTACT:
Emma Chase
Red Fan Communications
O: (512)
551-9253 / C: (512) 917-4319
[email protected]
INVESTOR CONTACT:
Josh Yankovich
Q2 Holdings, Inc.
O:
(512) 682-4463
[email protected]
TORONTO and GLIL YAM, Israel, Sept. 11, 2024 /PRNewswire/ — IM Cannabis Corp. (“IMC” or the “Company“) (NASDAQ: IMCC) (CSE: IMCC), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce that Mr. Shmulik Arbel has been appointed to the Company’s board of directors (the “Board“) effective September 9, 2024. Mr. Arbel brings a wealth of experience in strategic plans that drive profitability, as well as, finance and corporate governance, further strengthening the company’s commitment to driving growth while focusing on sustainable profitability.
“We are thrilled to welcome Shmulik to our Board of Directors,” said Oren Shuster, Chief Executive Officer of IM Cannabis. “Shmulik’s extensive international experience at Leumi, coupled with his proven track record in banking and finance will be invaluable as we continue to deliver on our strategic initiatives.”
Mr. Arbel retired as Deputy CEO from Leumi, Israel’s largest banking group, in April 2023, where he was instrumental in business growth and leading the service revolution. With over 25 years of experience at Leumi, Arbel has held senior roles throughout the organization, such as head of retail banking, head of the corporate division, and as chairman of Leumi UK. With key roles in Israel, New York and London, Mr. Arbel has a wide view on international business.
“I am honored to join the Board of Directors at IMCC,” said Mr. Arbel. “I look forward to leveraging my experience in banking and finance, providing guidance as IMCC continues to establish itself as the go-to brand in the cannabis world. I look forward to contributing to the company’s growth.”
Arbel holds a BA and MBA from Tel Aviv University.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has focused its resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.
The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients.
Disclaimer for Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, “forward-looking statements“). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to: the stated benefits Mr. Arbel’s appointment, including the further strengthening the Company’s commitment to driving growth in the German market while focusing on sustainable profitability; and Mr. Arbel’s international experience and track record in banking and finance will be invaluable to the Company.
Forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to: the Company’s ability to realize upon the stated benefits Mr. Arbel’s appointment; and Mr. Arbel’s international experience and track record in banking and finance becoming invaluable to the Company.
The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company’s ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the “Group“) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the Israel-Hamas war on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company’s inability to take advantage of the legalization of medicinal cannabis in Germany; and the Company’s inability to realize upon the stated benefits Mr. Arbel’s appointment; and Mr. Arbel’s international experience and track record in banking and finance not becoming valuable to the Company.
Please see the other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual report dated March 28, 2024, which is available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward looking information is made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Company Contact:
Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected]
Oren Shuster, CEO
IM Cannabis Corp.
[email protected]
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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
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