Fintech PR
Ossen Innovation Enters into Definitive Merger Agreement for Going Private Transaction
Ossen Innovation Co., Ltd. (the “Company“) (Nasdaq: OSN), a China-based manufacturer of an array of plain surface, rare earth and zinc coated pre-stressed steel materials, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement“) with New Ossen Group Limited, an exempted company with limited liability incorporated under the Law of the British Virgin Islands (the “Parent“), and New Ossen Innovation Limited, an exempted company with limited liability incorporated under the Law of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub“), pursuant to which the Parent will acquire the Company for US$1.70 in cash per ordinary share of the Company (the “Shares“), or US$5.10 in cash per American Depositary Share of the Company (each, an “ADS“, representing three Shares).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time“), Merger Sub will merge with and into the Company, with the Company surviving the Merger as the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger“). At the Effective Time, each of the Company’s ordinary shares issued, outstanding and not represented by ADS immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease to exist in exchange for the right to receive US$1.70 in cash and without interest, and each ADS of the Company, other than ADSs representing the Excluded Shares, together with each Share represented by such ADSs, will be cancelled in exchange for the right to receive US$5.10 in cash without interest.
Pujiang International Group Limited (the “Sponsor“) has entered into an equity commitment letter with the Parent, pursuant to which the Sponsor committed to invest in the Parent at or immediately prior to the Effective Time an aggregate cash amount equal to US$12.5 million. The Sponsor has entered into a limited guarantee in favor of the Company in respect of certain payment obligations of Parent under the Merger Agreement.
The Company’s board of directors (the “Board“), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee“), approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the first half of 2021, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least a majority of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. Pujiang International Group Limited, which is controlled by Mr. Liang Tang, has agreed to vote all of the Shares they beneficially own, which represent approximately 65.9% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the Nasdaq Capital Market.
Houlihan Lokey (China) Limited is serving as the financial advisor to the Special Committee. DLA Piper LLP is serving as the U.S. legal counsel to the Special Committee. Ogier is serving as British Virgin Islands legal counsel to the Special Committee. Becker & Poliakoff, LLP is serving as the U.S. legal counsel to the Company. Wilson Sonsini Goodrich & Rosati is serving as the U.S. legal counsel to Parent and the Sponsor.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC’s website (http://www.sec.gov).
Fintech PR
Redefining Financial Frontiers: Nucleus Software Celebrates 30 Years with Synapse 2024 in Singapore
SINGAPORE, Nov. 23, 2024 /PRNewswire/ — The thriving India–Singapore partnership in banking and technology reached a new milestone as Nucleus Software celebrated 30 years of transformative innovation at Synapse 2024, held in Singapore. The event underscored the company’s role in redefining financial services across Southeast Asia (SEA) and the globe, bringing together leaders in finance and technology to explore a shared vision for the future of banking.
Synapse 2024 celebrated 30 years of Nucleus Software’s leadership in driving transformative change across Singapore and Southeast Asia’s financial ecosystem. The event also shone a spotlight on the Global Finance & Technology Network (GFTN), an initiative supported by the Monetary Authority of Singapore (MAS) to champion responsible technology adoption. The event highlighted the deepening synergies between India and Singapore, driven by their shared commitment to innovation, cross-border collaboration, and financial inclusion. As the financial services sector undergoes rapid evolution with advancements in artificial intelligence, blockchain, and digital banking, these partnerships are setting the stage for a more connected, resilient, and inclusive global ecosystem.
Vishnu R. Dusad, Co-founder and Managing Director of Nucleus Software, reflected on the milestone: “For over 30 years, we’ve had the privilege of aligning our journey with Singapore’s ascent as a global financial powerhouse. Back in 1994, when we chose to go East instead of West, it was a bold and emotional decision—guided by our belief in Singapore as a hub for innovation and collaboration. We saw then what remains true today: Singapore is at the heart of the global financial landscape, a place where new ideas take root, and partnerships thrive.”
The event brought together a distinguished array of participants, highlighting the transformative potential of India–Singapore collaboration. Mr. Piyush Gupta, CEO of DBS Group and the Guest of Honor, set the tone for the event with his opening remarks, emphasizing the transformative role of big tech in reimagining scalable, customer-centric financial services in the digital age.
Following his address, key speakers enriched the discussions with their insights. Mr. Sopnendu Mohanty, Chief Fintech Officer at the Monetary Authority of Singapore and Group CEO-Designate of The Global Finance & Technology Network (GFTN), underlined the importance of fostering responsible technology adoption and building inclusive financial ecosystems. Mr. Vinod Rai, globally respected public policy expert, Distinguished Visiting Research Fellow at the National University of Singapore, and former Comptroller and Auditor General of India, shared his perspectives on governance and policy frameworks in financial systems. Mr. S.M. Acharya, Chairman of Nucleus Software and former Defence Secretary of India, offered a visionary outlook on leveraging technology to modernize and secure banking frameworks. Finally, Mr. Pieter Franken, Co-founder and Director of GFTN (Japan), a global FinTech pioneer and deep tech innovator, discussed the future of decentralized finance and its implications for the financial sector.
The event showcased the transformative role of technology in global financial systems, emphasizing innovations that set benchmarks for scalability and inclusivity. Panelists discussed the importance of localized solutions, the challenges of cross-border integration, and leveraging dual business models to optimize capital and foster public participation. The dialogue highlighted the need for common standards, unified frameworks like APIs, and collaborative efforts to accelerate financial inclusion and drive global connectivity in the digital age.
For 30 years, Nucleus Software has consistently introduced advanced lending and banking solutions that support financial institutions’ evolving needs in Singapore and South East Asia. Driven by lean development methodologies like Acceptance Test-Driven Development (ATDD) and Continuous Integration/Continuous Delivery (CICD), Nucleus Software continues to push boundaries in efficient, flexible, and secure financial technology.
Photo: https://mma.prnewswire.com/media/2565374/Synapse_2024.jpg
Logo: https://mma.prnewswire.com/media/2565373/Nucleus_Software_Logo.jpg
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OTTAWA, ON, Nov. 22, 2024 /PRNewswire/ — The Royal Canadian Mint (the “Mint”) announces its financial results for the third quarter of 2024 that provide insight into its activities, the markets influencing its businesses and its expectations for the next 12 months.
“As the markets continue to change, the Mint is proving its ability to seize on new opportunities thanks to its diversified structure and flexible business strategy” said Marie Lemay, President and CEO of the Royal Canadian Mint.
The financial results should be read in conjunction with the Mint’s annual report available at www.mint.ca . All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.
Financial and Operational Highlights
- The financial results for the third quarter of 2024 were ahead of target and higher than 2023 levels. Higher gold market pricing and foreign circulation volumes combined with lower fixed costs were the main drivers for the quarter over quarter increase. These increases were partially offset by lower than expected bullion volumes from the continued soft demand in the global bullion market. The Mint expects to meet its financial goals for 2024, as set out in its 2024-2028 Corporate Plan, the Mint’s Leadership team continues to actively monitor its status.
- Consolidated revenue decreased to $252.7 million in 2024 (2023 – $360.6 million).
Revenue from the Precious Metals business decreased to $217.6 million in 2024
(2023 – $328.4 million):- Gold bullion volumes decreased 38% quarter over quarter to 106.1 thousand ounces (2023 – 170.1 thousand ounces) while silver bullion volumes decreased 20% to 2.7 million ounces (2023 – 3.4 million ounces).
- Gold and silver market prices increased quarter over quarter by 27% and 23%, respectively.
- Sales of numismatic products decreased 12% quarter over quarter mainly due to the high demand in 2023 for the Queen Elizabeth II’s Reign products.
- Revenue from the Circulation business increased to $35.1 million in 2024
(2023 – $32.2 million):- Revenue from the Foreign Circulation business increased 77% quarter over quarter, a reflection of higher volumes produced and shipped in 2024 as compared to 2023.
- Revenue from Canadian coin circulation products and services decreased 12% quarter over quarter as fewer coins were required to replenish inventories, combined with lower program fees in accordance with the memorandum of understanding with the Department of Finance.
- Overall, operating expenses decreased 27% quarter over quarter to $28.3 million (2023 – $36.0 million) mainly due to planned reductions in consulting and workforce expenses.
Consolidated results and financial performance
(in millions)
|
13 weeks ended |
39 weeks ended |
|||||||||||
|
Change |
Change |
|||||||||||
|
September |
September |
$ |
% |
September |
September 30, 2023 |
$ |
% |
|||||
|
Revenue |
$ |
252.7 |
$ 360.6 |
(107.9) |
(30) |
$ 861.2 |
$ 1,841.8 |
(980.6) |
(53) |
|||
|
Profit (loss) for the period |
$ |
5.7 |
$ (5.8) |
11.5 |
(198) |
$ 24.1 |
$ 15.0 |
9.1 |
61 |
|||
|
Profit (loss) before |
$ |
1.4 |
$ (8.7) |
10.1 |
(116) |
$ 12.3 |
$ 23.4 |
(11.1) |
(47) |
|||
|
Profit (loss) before |
0.6 % |
(2.4) % |
1.4 % |
1.3 % |
||||||||
|
(1) Profit (loss) before income tax and other items is a non-GAAP financial measure. A reconciliation from profit for the period to profit before income tax and other items is included on page 13 of the Mint’s 2024 Third Quarter Report. |
|
(2) Profit (loss) before income tax and other items margin is a non-GAAP financial measure and its calculation is based on profit before income tax and other items. |
|
As at |
||||||||||
|
September 28, 2024 |
December 31, 2023 |
$ Change |
% Change |
|||||||
|
Cash |
$ |
58.4 |
$ |
59.8 |
(1.4) |
(2) |
||||
|
Inventories |
$ |
71.5 |
$ |
68.8 |
2.7 |
4 |
||||
|
Capital assets |
$ |
174.2 |
$ |
173.0 |
1.2 |
1 |
||||
|
Total assets |
$ |
376.8 |
$ |
380.4 |
(3.6) |
(1) |
||||
|
Working capital |
$ |
99.2 |
$ |
97.8 |
1.4 |
1 |
||||
As part of its enterprise risk management program, the Mint continues to actively monitor its global supply chain and logistics networks in support of its continued operations. Despite its best efforts, the Mint expects changes in the macro-economic environment and other external events around the globe to continue to impact its performance in 2024. The Mint continues to mitigate potential risks as they arise through its enterprise risk management process.
To read more of the Mint’s Third Quarter Report for 2024, please visit www.mint.ca.
About the Royal Canadian Mint
The Royal Canadian Mint is the Crown corporation responsible for the minting and distribution of Canada’s circulation coins. The Mint is one of the largest and most versatile mints in the world, producing award-winning collector coins, market-leading bullion products, as well as Canada’s prestigious military and civilian honours. As an established London and COMEX Good Delivery refiner, the Mint also offers a full spectrum of best-in-class gold and silver refining services. As an organization that strives to take better care of the environment, to cultivate safe and inclusive workplaces and to make a positive impact on the communities where it operates, the Mint integrates environmental, social and governance practices in every aspect of its operations.
For more information on the Mint, its products and services, visit www.mint.ca. Follow the Mint on LinkedIn, Facebook and Instagram.
FORWARD LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES
This Earnings Release contains non-GAAP financial measures that are clearly denoted where presented. Non-GAAP financial measures are not standardized under International Financial Reporting Standards (IFRS) and might not be comparable to similar financial measures disclosed by other corporations reporting under IFRS.
This Earnings Release contains forward-looking statements that reflect management’s expectations regarding the Mint’s objectives, plans, strategies, future growth, results of operations, performance, and business prospects and opportunities. Forward-looking statements are typically identified by words or phrases such as “plans”, “anticipates”, “expects”, “believes”, “estimates”, “intends”, and other similar expressions. These forward-looking statements are not facts, but only estimates regarding expected growth, results of operations, performance, business prospects and opportunities (assumptions). While management considers these assumptions to be reasonable based on available information, they may prove to be incorrect. These estimates of future results are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Mint expects. These risks, uncertainties and other factors include, but are not limited to, those risks and uncertainties set forth in the Risks to Performance section of the Management Discussion and Analysis in the Mint’s 2023 annual report, as well as in Note 9 – Financial Instruments and Financial Risk Management to the Mint’s Audited Consolidated Financial Statements for the year ended December 31, 2023. The forward-looking statements included in this Earnings Release are made only as of November 20, 2024 and the Mint does not undertake to publicly update these statements to reflect new information, future events or changes in circumstances or for any other reason after this date.
For more information, please contact: Alex Reeves, Senior Manager, Public Affairs, Tel: (613) 884-6370, [email protected]
View original content:https://www.prnewswire.co.uk/news-releases/royal-canadian-mint-reports-profits-and-performance-for-q3-2024-302314428.html
Fintech PR
OIVE and ViniPortugal celebrate closing of joint campaign that reached 100 million consumers
MADRID and PORTO, Portugal, Nov. 22, 2024 /PRNewswire/ — For three years, A Shared Passion showed European consumers the quality and unparalleled versatility of Iberian wines. The program reached over 100 million consumers with advertising in airports, train stations, press trips, digital content, and other actions with opinion leaders.
The wine interprofessionals of Spain (OIVE) and Portugal (ViniPortugal) celebrated the closing of their ambitious joint campaign A Shared Passion with flagship events in Madrid and Porto. The closing event in Spain took place in Madrid’s iconic Calle Alcalá, while in Portugal, the World of Wine (WOW) in Porto was the perfect setting to present the achievements of the international collaboration. Both ceremonies were very well received by the press and the wine sector, highlighting the impact of the promotional actions that reached more than 79.2 million travelers in key transport infrastructures.
The campaign included 22 study trips, taking 150 specialized journalists to explore the world of wine in both countries and generating publications that reached nearly 15 million European consumers.
On social media, the A Shared Passion profile on Instagram exceeded 15,000 followers, consolidating its presence in the digital sphere. In addition, exclusive activities such as workshops and VIP dinners contributed significantly to this initiative’s global impact.
The final events were honored by the presence of opinion leaders, such as Masters of Wine Pedro Ballesteros and Dirceu Vianna Júnior, who moderated round tables with the presidents of OIVE, Fernando Ezquerro, and ViniPortugal, Frederico Falcão. The conference concluded with masterclasses that highlighted Spain and Portugal’s extraordinary oenological diversity, reinforcing the relevance of the sector in the economic, social, and environmental sustainability of both countries.
With funding from the European Union, A Shared Passion highlighted not only the quality and authenticity of Iberian wines but also their strategic role in the sustainable development of numerous municipalities. This initiative underlines the passion with which Spanish and Portuguese wines are made, reflecting their rich traditions and commitment to the future.
For more information: www.asharedpassion.com
Video: https://mma.prnewswire.com/media/2565600/ViniPortugal_and_OIVE.mp4
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