• Agreement expands Eaton’s power distribution portfolio in the Asia-Pacific market
• Positions Eaton to better serve customers in high-growth data center and premier commercial markets

DUBLIN--(BUSINESS WIRE)--Power management company Eaton (NYSE:ETN) today announced it has completed the acquisition of a 50 percent stake in Jiangsu YiNeng Electric’s busway business, which manufactures and markets busway products in China and had sales of $60 million in 2020.

“This strategic agreement with YiNeng marks an exciting milestone for both of our companies,” said Howard Liu, president, Asia-Pacific Region, Electrical Sector and Corporate China, Eaton. “The combination of YiNeng’s busway capabilities and strong presence in China with Eaton’s broad power distribution and power quality portfolio enables us to expand packaged solutions that meet the needs of customers in the Asia-Pacific region.”

Jiangsu YiNeng Electric is a leading Chinese electrical equipment manufacturer. Founded in 2002 and headquartered in Jiangsu, China, the company serves the data center, infrastructure, commercial building, telecommunications, and industrial segments.

Eaton’s mission is to improve the quality of life and the environment through the use of power management technologies and services. We provide sustainable solutions that help our customers effectively manage electrical, hydraulic, and mechanical power – more safely, more efficiently, and more reliably. Eaton’s 2020 revenues were $17.9 billion, and we sell products to customers in more than 175 countries. We have approximately 94,000 employees. For more information, visit Eaton.com.

Jennifer Tolhurst
+1 (440) 523-4006
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Oversees Coastal Texas Study, Likely Largest Civil Works Project in U.S. History

HOUSTON--(BUSINESS WIRE)--Texas Governor Greg Abbott has named Port Houston Executive Director Roger Guenther to the Gulf Coast Protection District (GCPD) Board of Directors. The Texas state legislature created the Gulf Coast Protection District to "operate and leverage funding to build the unique flood control and surge protection needs for coastal communities."

According to a news release issued by the Texas Governor's Office, when completed, the Coastal Texas study will be the largest civil works project in U.S. history. It has been described to have the same impact as the Galveston Coast seawall. The system will be designed to protect the Texas coast and the national economy, and millions of Texans for generations to come.

According to the release, Texas ports handle 65 percent of all US cargo and produce the largest military jet and diesel fuel volume. The creation of this District provides the opportunity to leverage almost $30 billion federal dollars to protect the ports of Beaumont, Harris County, and Galveston from storm surges. Port Houston is the largest port in Texas and on the Gulf Coast.

"Strengthening our coastal regions and ports is vital not only to Texas, but to the entire nation," said Governor Abbott. "This project will go down in history as one of the most significant measures to protect Coastal Texas, its citizens and the economic activities this region provides."

"I thank Gov. Abbott for appointing me to serve on the Gulf Coast Protection District," Guenther said. "The work we conduct as part of this district is about protecting lives and the Texas economy, and I am honored to serve."

The Office of the Texas Governor news release can be found here.

Roger Guenther bio here: https://porthouston.com/leadership/executive-administration/

About Port Houston

For more than 100 years, Port Houston has owned and operated the public wharves and terminals along the Houston Ship Channel, including the area’s largest breakbulk facility and two of the most efficient and fastest-growing container terminals in the country. Port Houston is the advocate and a strategic leader for the Channel. The Houston Ship Channel complex and its more than 200 public and private terminals, collectively known as the Port of Houston, is the nation’s largest port for waterborne tonnage and an essential economic engine for the Houston region, the state of Texas, and the U.S. The Port of Houston supports the creation of nearly 1.35 million jobs in Texas and 3.2 million jobs nationwide, and economic activity totaling $339 billion in Texas – 20.6 percent of Texas’ total gross domestic product (GDP) – and $801.9 billion in economic impact across the nation. For more information, visit the website at www.PortHouston.com.

Lisa Ashley, Director, Media Relations
Office: 713-670-2644; Mobile: 832-247-8179
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Transaction includes leading fuel cell manufacturer SerEnergy in Denmark and fischer eco solutions GmbH in Germany

BOSTON--(BUSINESS WIRE)--Advent Technologies Holdings, Inc. (NASDAQ: ADN) ("Advent") today announced that it has entered into a definitive agreement to acquire the fuel cell systems businesses of fischer Group for an aggregate consideration of cash and stock of EUR52 million. These businesses include Serenergy A/S, ("SerEnergy") based in Aalborg, Denmark, and fischer eco solutions GmbH, ("FES") based in Achern, Germany.

SerEnergy is a leading manufacturer of high-temperature polymer electrolyte membrane (“HT-PEM”) fuel cells globally, with thousands of systems shipped around the globe during its 15-year operation. The company employs 75 people in research and development (“R&D”), production, assembly, and sales, all with unique expertise in the area of high-temperature fuel cell systems. SerEnergy operates facilities in Aalborg, Denmark (55 employees), and in Manila, Philippines (20 employees).

FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components, including membrane electrode assemblies ("MEAs"), bipolar plates, and reformers. FES operates a facility on fischer Group's campus in Achern, Germany, and that facility will be leased to Advent upon closing of the deal. All 17 FES employees and all SerEnergy employees in Denmark and the Philippines will join Advent.

"We are excited that Advent has reached an agreement with the Fischer family, which brings some of the world's leading high-temperature fuel cell providers to our company and will contribute to our business momentum," said Dr. Vasilis Gregoriou, Chairman and CEO of Advent Technologies Holdings, Inc. "We look forward to partnering closely with the SerEnergy and FES teams in the coming weeks as we work toward closing the transaction. The transaction is expected to accelerate the implementation of our business plan and to expand Advent's growing revenue base in full fuel cell stacks and systems. Together, we will provide a platform to meet the rapidly increasing demand for alternative power across the globe. This transaction is fully aligned with our "Any Fuel. Anywhere." business focus and this, together with the previously completed UltraCell acquisition, makes Advent a global leader in the remote and off-grid power market fuel cell system production. Upon closing, we will share more details about this strategic investment and our strategy to integrate the SerEnergy and FES teams into the broader Advent family.”

SerEnergy is focused on off-grid and backup stationary markets in Europe and Asia. Its systems work with methanol, hydrogen (and eventually other zero-emission efuels), making them the ideal solution for the off-grid and remote power market. SerEnergy has a plan to expand to the broader spectrum of applications that currently use polluting diesel generators in the range of 1kW to 20kW, a global multi-billion USD market. The applications of SerEnergy's products address one of the most pressing and hard-to-solve environmental problems globally, especially in the developing world. The recent contract with Smart Communications, Inc. shows the potential of the SerEnergy solution for off-grid power for telco towers (with emerging demand for 5G towers) and many other critical infrastructure applications. The system development expertise of SerEnergy and stack manufacturing facilities of FES will also be essential in scaling up Advent's entry into the mobility (including heavy-duty truck and marine) markets.

"SerEnergy and FES have established state-of-the-art R&D and manufacturing operations in Denmark and Germany. We believe the acquisition significantly accelerates and de-risks our R&D human-resources and manufacturing scale-up production plan," said Dr. Emory De Castro, CTO of Advent. "The next-generation Advent MEA, developed in the USA, will provide a significant cost advantage to the SerEnergy systems and be a catalyst for increasing market share. We believe that this is a marriage where the sum greatly exceeds the value of the parts."

"The Fischer family is extremely excited to become a partner with Advent in a rapidly growing market. Dr. Gregoriou and his team have technology that will allow the business to become a leader in the broader fuel cell market," said Hans-Peter Fischer, Managing Partner of fischer Group. "Our fuel cell business has worked for 15 years to emerge as a leader in fuel cells for the stationary and off-grid markets. Our family is confident that the combination of this business with Advent will create a leader in the HT-PEM Fuel Cell market."

Morten Sørensen, SerEnergy's R&D Director, added, "Advent is ambitious and forward-thinking. They share our own views about the great opportunities for fuel cell technology and are in a position to make things happen very quickly. We see high potential for synergies across the companies in the group. SerEnergy's 5kW reformed methanol fuel cells, our strong development team, and existing customer base perfectly complement Advent's own technology and product line."

Joseph Kristensen, Finance & Administration Director at SerEnergy, said, "We are excited to join the Advent family. We believe that we can strengthen and grow our business, building on the strengths and joint expertise – ultimately contributing to the continued success of fuel cells as a clean power source. This is a win for Advent, a win for SerEnergy, and an exciting day for our employees and the industry."

The transaction consideration is EUR15 million in cash and EUR37 million in ADN shares based on Advent's closing share price for the 20 trading days prior to closing, subject to certain closing adjustments.

The closing of the acquisition of the SerEnergy and FES businesses is subject to the satisfaction of customary closing conditions for regulatory approval. The transaction is expected to close in the third quarter of 2021.

Gleiss Lutz Hootz Hirsch PartmbB, Kromann Reumert, and Ropes and Gray acted as legal counsel to Advent. Ernst & Young and Technafin acted as counsel to fischer Group.

About Advent Technologies Holdings, Inc.

Advent Technologies Holdings, Inc. is a US corporation that develops, manufactures, and assembles critical components for fuel cells and advanced energy systems in the renewable energy sector. Advent is headquartered in Boston, Massachusetts, with offices in the San Francisco Bay Area and Europe. With 120-plus patents issued (or pending) for its fuel cell technology, Advent holds the IP for next-generation high-temperature proton exchange membranes (HT-PEM) that enable various fuels to function at high temperatures under extreme conditions – offering a flexible "Any Fuel. Anywhere." option for the automotive, maritime, aviation, and power generation sectors. For more information, visit www.Advent.energy.

About Serenergy A/S

Serenergy A/S (“SerEnergy”), founded in Aalborg, Denmark, in 2006, is a world leader in the design and manufacture of methanol-powered high-temperature polymer electrolyte membrane (HT-PEM) fuel cell units in the 5-kilowatt class. SerEnergy's solution integrates the reformer with the fuel cell stack and power electronics into one, compact, rack-mountable unit. Such 5kW units can be run individually or combined into systems providing 10 or 15kW of clean, quiet power for off-grid, weak-grid, or backup applications such as telecommunications towers in remote locations or urban areas. SerEnergy's Southeast Asian subsidiary, Manila-based Serenergy Philippines, Inc., specializes in the installation and maintenance of such systems for telecom companies.

In May, SerEnergy announced its latest generation of the 5kW, configurable voltage unit, the SereneU-5. The new generation unit introduces many advantages, such as longer lifetime, less service and maintenance, and improved total cost of ownership. The product upgrade places SerEnergy fuel cells in a significant state-of-the-art position for volume market penetration – responding to an increased global demand for sustainable energy, working for the environment and for SerEnergy customers.

About fischer eco solutions GmbH

Since its founding in 2009, fischer eco solutions GmbH has been involved in renewable energy generation. Together with SerEnergy, the company specializes in reformed methanol fuel cell (“RMFC”) technology, producing core components (fuel cell stacks, methanol reformers, MEAs and bipolar plates) of the SerEnergy fuel cells at its facility in Achern, Germany.

About fischer Group

The fischer group is among the world's leading suppliers of longitudinally welded stainless steel tubes ("LWS Tubes") and components as well as subassemblies manufactured from LWS Tubes. As of 2020, it employs about 2,850 employees worldwide, processes 160,000 tons of processed raw material per year, and manufactures 128 million meters of tubing annually. With locations in Germany, Austria, Denmark, Canada, the USA, Mexico, Uruguay, South Africa, and China, the fischer group is internationally positioned and can supply customers worldwide.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company's ability to realize the benefits from the business combination; the Company's ability to maintain the listing of the Company's common stock on Nasdaq; future financial performance; public securities' potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance our corporate reputation and brand; expectations concerning our relationships and actions with our technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company's business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading "Risk Factors" in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 20, 2021, as well as the other information we file with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Advent Technologies Holdings, Inc.
Elisabeth Maragoula
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Sloane & Company
James Goldfarb / Emily Mohr
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New low-cost plug-and-play energy management device empowers every household with proactive control of their carbon footprint and energy costs

ROYAL OAK, Mich.--(BUSINESS WIRE)--Powerley is announcing today the launch of Powerlync, a breakthrough in energy management, packaged in a low-cost smart plug. Designed for mass appeal and ease of installation, Powerlync looks and functions just like a smart plug while also connecting to:

• The home’s electric meter – enabling real-time energy management for the whole house and major appliances without any additional hardware.
• The smart home ecosystem, including Apple HomeKit and Amazon Alexa – enabling scenes and routines that deliver greater efficiency and control via mobile and voice.
• Smart home devices, such as thermostats, lights, plugs, and more – empowering users with the energy insights they need to make the right energy decisions.

“With over 300,000 households using Powerley’s solutions today, Powerlync will accelerate the adoption of energy management,” said Manoj Kumar, CEO of Powerley. “We are building on the company’s five-year legacy of empowering households with insights to proactively control their energy and carbon footprints.”

DRIVING ENERGY MANAGEMENT ADOPTION

Developed in partnership with leading electric utilities, Powerlync was designed from the ground-up to take energy management mainstream. Powerlync solves the key challenges that have hindered the adoption of energy management for the last decade, driving more value for utilities and their customers.

• A trifecta to drive mass adoption. Powerlync removes the roadblocks to wider energy management adoption – cumbersome installations, high hardware costs and limited usability. Frictionless, intuitive, and affordable, Powerlync delivers energy insights instantly to your phone, the web or your voice assistant, at half the cost of a typical smart plug.
• The potential of smart meters finally unlocked. Electric utilities have invested billions building a network of over 100 million smart meters across the U.S. today. Powerlync taps into the energy signals that already exist in the home, transforming them new insights, services and tools for utility customers.
• Energy interactions vs. transactions. Powerlync enables a digital energy experience for utilities that consumers expect today. Rather than rely on dated monthly energy bill data, Powerlync provides instantaneous and personalized energy advice at the moment it matters – driving customer engagement and a new relationship with utilities that goes well beyond bill payments.

DELIVERING A NEW RELATIONSHIP WITH ENERGY

With wider adoption and deeper energy engagement, Powerlync will push the impact of utility programs at a substantially lower cost, delivering benefits across the utility. Through Powerlync, both customers and call centers will have access to real-time energy management tools and insights to reduce bill related issues. With just-in-time advanced rate advice, utilities can shift demand while helping customers save more. And, by adding electric vehicles (EV) and distributed energy resources (DER) to the energy management experience, Powerlync will help utilities create a cleaner energy future.

To learn more about Powerley’s energy management solutions, visit powerley.com.

About Powerley

Powerley is the global leader in home energy management. We help households lower their energy costs and cut their carbon footprints as we continue our transition to a clean energy future. We do this by giving utility customers the power to see where they are wasting energy and control it from their smartphones, the web or even by using their voice. This experience is all possible because we partner with utilities - giving their customers instant access to the data and insights they need to make the right energy decisions to reduce their bills and make the world greener. To learn more about Powerley, visit powerley.com.

Matthew Mowat
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(248) 537-9440

• Oklo announces a $2 million cost-share award from the Department of Energy.
• Oklo is partnering with the Department of Energy and Argonne National Laboratory to advance electrorefining technologies to produce fuel for advanced reactors.
• This technology will help reduce fuel costs for advanced reactor designs while reducing waste by turning used fuel into advanced reactor fuel.

SUNNYVALE, Calif.--(BUSINESS WIRE)--#AdvancedFuelRecycling--Oklo Inc. (Oklo) announced a $2 million cost-share award from the Department of Energy (DOE) supported by the Technology Commercialization Fund (TCF). Oklo is matching $1 million in funds and is partnering with the DOE and Argonne National Laboratory (ANL) on this public-private partnership. The TCF project will enable the commercialization of advanced fuel recycling capabilities by utilizing electrorefining technology.

“We are proud to be selected to accelerate the commercialization of advanced fuel recycling and development and bring clean power to market quickly and cost-effectively,” said Caroline Cochran, co-founder and COO of Oklo. The electrorefining process helps reduce fuel costs for advanced reactors. Thermal reactors access a fraction of the energy in fuel, while fast reactors coupled with electrorefining can unlock the remaining untapped energy in fuel while reducing the volume and radiological lifetime of the waste material. “When your fuel is millions of times more energy-dense than alternatives, that’s a key enabler to deliver the cheapest forms of clean power available to humanity,” added Cochran. There are tremendous energy reserves in used fuel that can help provide clean power to the world.

The DOE’s commitment to industry partnerships helps propel the commercialization of promising technologies. “The award showcases the DOE’s priority to support the private sector in bringing next-generation fission to market,” said Jacob DeWitte, co-founder and CEO of Oklo. In addition, this public-private partnership will enable commercial opportunities to convert the country’s used fuel into clean energy.

About Oklo Inc.: Oklo is a California-based company developing clean energy plants to provide emission-free, reliable, and affordable energy using advanced fission. Oklo received a Site Use Permit from the U.S Department of Energy, demonstrated fabrication of its fuel, gained access to recovered used fuel from the Idaho National Laboratory, and submitted the first accepted advanced fission license application.

Media Contact for Oklo:
Bonita Chan
Director of Marketing and External Relations
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Nearly $400M Allocated to Advance ADI’s Commitment to Sustainability

WILMINGTON, Mass.--(BUSINESS WIRE)--Analog Devices, Inc. (Nasdaq: ADI) today published its 2020 Green Bond Report, which provides an update on the full allocation of the proceeds from its inaugural green bond offering, which closed on April 8, 2020. ADI allocated nearly $400 million to the development of eco-efficient products for its customers and green buildings and renewable energy for its operations.

“At ADI, we are putting our great engineering minds and resources behind tackling some of society’s greatest threats, especially climate change. In support of this, ADI completed the semiconductor industry’s first green bond offering last year and invested the nearly $400 million in proceeds in transformational, energy-efficient technologies and greener buildings at our corporate campus,” said Vincent Roche, President and CEO of Analog Devices. “While our work is far from done, the progress we have made is representative of the immense impact we can have on the world around us. We will continue to act urgently and identify new, innovative ways to help mitigate climate change and environmental destruction, and their effect on communities globally.”

As of May 1, 2021, net proceeds of $394.6 million from the green bond offering have been allocated over several projects, including:

• $288 million to develop eco-efficient technologies across 4G and 5G communications, data centers, green vehicles and battery management systems;
• $102 million to green buildings, helping to construct over 225,000 square feet of green building space in Wilmington, Massachusetts, the corporate headquarters; and
• $5 million to renewable energy, including over 3,100 solar panels generating about 1.5 million kWh of electricity per year.

The project categories for the green bond offering were designed to advance the United Nations Sustainable Development Goals. Additionally, ADI’s green bond framework was reviewed by Sustainalytics to ensure that it aligns with the four core components of the Green Bond Principles 2018.

More information on ADI’s sustainability initiatives can be found in ADI’s 2020 Corporate Responsibility Report published earlier this year.

About Analog Devices, Inc.

Analog Devices (Nasdaq: ADI) is a leading global high-performance semiconductor company dedicated to solving the toughest engineering challenges. We enable our customers to interpret the world around us by intelligently bridging the physical and digital with unmatched technologies that sense, measure, power, connect and interpret. Visit: http://www.analog.com.

(ADI-WEB)

Investor Contact:

Mr. Michael Lucarelli
781-461-3282
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Media Contacts:

Ms. Brittany Stone
917-935-1456
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Affirmed Commitment to Helping American Business Nearshore Supply Chains and Reduce Carbon Footprint

Approval of Proposed Voting Trust Fundamental to Realizing Combination’s Benefits

MONTREAL & KANSAS CITY, Mo.--(BUSINESS WIRE)--An op-ed co-authored by JJ Ruest, President and Chief Executive Officer of CN (TSX: CNR) (NYSE: CNI) and Patrick J. Ottensmeyer, President and Chief Executive Officer of Kansas City Southern (“KCS”) (NYSE: KSU) was published in The Hill yesterday under the headline “Rail merger is a key to economic growth, supply chain security.”

In the op-ed, Ruest and Ottensmeyer articulated how the combination of CN and KCS will supply critical infrastructure to shorten supply chains. They underscored that the combination will enhance competition and support the economies of the United States, Mexico and Canada, allowing the US-Mexico-Canada Agreement to reach its full potential:

“Consider an auto manufacturer in Michigan: Our track would directly connect Detroit to the heart of Mexico, giving U.S. manufacturers more competitive routes and the ability to create U.S. jobs as they meet new domestic and regional content requirements under the USMCA. Other potential beneficiaries include grain farmers in Illinois, Iowa and Wisconsin who would have expanded reach into global markets, as well as ethanol producers in Iowa who would have direct access to markets in Mexico; home-builders in Texas and poultry farmers in Arkansas would benefit from expanded supply networks of lumber and source feed ingredients.”

Ruest and Ottensmeyer also highlighted key environmental benefits the combination will deliver to customers and communities:

“For a single route, from San Luis Potosi, Mexico, to Detroit, Mich., moving freight from trucks to trains would save 260,000 tons of CO2 per year, the equivalent of the average annual emissions of more than 300 long-haul trucks. Multiply that across multiple routes and years, and the impact would be significant.”

The op-ed also advocated for the approval of CN-KCS’ proposed plain vanilla voting trust. The voting trust is identical to the CP trust approved by the STB and meets the test for approval: (a) it prevents premature control of KCS; (b) allows KCS to maintain independence during the STB’s review of the ultimate combination of CN and KCS; and (c) protects KCS’ financial health during this period.

The full op-ed can be read on The Hill here.

For more information about CN’s and KCS’ pro-competitive combination, please visit www.ConnectedContinent.com.

About CN
CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the U.S. South through a 19,500-mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.

About Kansas City Southern
Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

Forward Looking Statements
Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’ Operations and Business” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

No Offer or Solicitation
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It
In connection with the proposed transaction, CN has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement includes a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholders of KCS seeking their approval of the merger-related proposals. The registration statement has not yet become effective. This news release is not a substitute for the proxy statement or registration statement or other documents CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitive proxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’ Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

Participants
This news release is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable.

Media: CN
Canada
Mathieu Gaudreault
CN Media Relations & Public Affairs
(514) 249-4735
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Longview Communications & Public Affairs
Martin Cej
(403) 512-5730
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United States
Brunswick Group
Jonathan Doorley / Rebecca Kral
(917) 459-0419 / (917) 818-9002
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Investment Community: CN
Paul Butcher
Vice-President
Investor Relations
(514) 399-0052
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Media: KCS
C. Doniele Carlson
KCS Corporate Communications & Community Affairs
(816) 983-1372
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Joele Frank, Wilkinson Brimmer Katcher
Tim Lynch / Ed Trissel
(212) 355-4449

Investment Community: KCS
Ashley Thorne
Vice President
Investor Relations
(816) 983-1530
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MacKenzie Partners, Inc.
Dan Burch / Laurie Connell
(212) 929-5748 / (212) 378-7071

LONDON & HOUSTON--(BUSINESS WIRE)--TechnipFMC (NYSE:FTI) (PARIS:FTI) (ISIN:GB00BDSFG982) will issue its second quarter 2021 earnings release after the close of the New York Stock Exchange on Wednesday, July 21, 2021. The Company will also host its second quarter 2021 earnings conference call on Thursday, July 22, 2021, at 1 p.m. London time (8 a.m. New York time).

The event will be webcast live and can be accessed through the TechnipFMC website (investors.technipfmc.com) or at https://edge.media-server.com/mmc/p/vphuo83k.

An archived version will be available on the website following the webcast.

About TechnipFMC

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments — Subsea and Surface Technologies — we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

TechnipFMC utilizes its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.

Investor relations
Matt Seinsheimer
Vice President, Investor Relations
Tel: +1 281 260 3665
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James Davis
Senior Manager, Investor Relations
Tel: +1 281 260 3665
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Media relations
Nicola Cameron
Vice President, Corporate Communications
Tel: +44 1383 742297
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Catie Tuley
Director, Public Relations
Tel: +1 281 591 5405
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Results are with respect to Exchange Offers for, and Eastern Energy Gas Holdings Announces Consent Solicitation Results in respect of, Certain Outstanding Notes Previously Issued by Eastern Energy Gas Holdings

RICHMOND, Va.--(BUSINESS WIRE)--Eastern Gas Transmission and Storage, Inc. (“EGTS”) and Eastern Energy Gas Holdings, LLC (“EEGH”) today announced the results as of 5:00 p.m., New York City time, on June 24, 2021 (such date and time, the “Early Tender Time”) of (i) EGTS’ previously disclosed offers to all Eligible Holders (as defined in the Exchange Offer Memorandum (as defined below)) to exchange (the “Exchange Offers”) certain notes previously issued by EEGH listed in the table below (together, the “Existing EEGH Notes”) for up to $1.6 billion aggregate principal amount (the “Maximum Exchange Amount”) of certain new notes to be issued by EGTS (collectively, the “New EGTS Notes”), and (ii) EEGH’s solicitation of consents to amend the indentures governing the Existing EEGH Notes (the “Consents” and, such solicitations, the “Consent Solicitations”), as further described below, pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement, dated as of June 11, 2021 (the “Exchange Offer Memorandum”).

The Exchange Offers and Consent Solicitations commenced on June 11, 2021. Subject to the Maximum Exchange Amount, proration terms and other terms set forth in the Exchange Offer Memorandum, the amounts of each series of Existing EEGH Notes that have been accepted in the Exchange Offers were determined in accordance with the acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”), with Acceptance Priority Level 1 being the highest Acceptance Priority Level and Acceptance Priority Level 9 being the lowest Acceptance Priority Level. Since the aggregate principal amount of Existing EEGH Notes that were validly tendered and not withdrawn prior to the Early Tender Time would, if accepted, cause the Maximum Exchange Amount to be exceeded, EGTS has determined to only accept for purchase 100% of the Existing EEGH Notes validly tendered and not validly withdrawn as of the Early Tender Time for the respective series of such Notes listed in the table below at Acceptance Priority Levels 1-3 and 5 and a portion of the Existing EEGH Notes in the table below at Acceptance Priority Level 6. No Existing EEGH Notes listed in the table below at Acceptance Priority Level 4 have been tendered in the applicable Exchange Offer.

Since tenders of the Existing EEGH 3.600% Senior Notes due 2024, listed in the table below at Acceptance Priority Level 6, were oversubscribed, EGTS is accepting such Notes only on a prorated basis. The aggregate principal amount of each holder’s validly tendered Existing EEGH 3.600% Senior Notes due 2024 accepted was determined by multiplying the aggregate principal amount of such Notes validly tendered by such holder by a proration factor of approximately 0.33, and rounding the product down to the nearest $1,000 principal amount in excess of the applicable minimum authorized denomination. If the principal amount of such Existing EEGH 3.600% Senior Notes due 2024 returned to a holder as a result of proration results in less than the minimum authorized denomination for such Notes being returned to such holder, EGTS will either accept all or reject all of the amount tendered by such holder. No additional cash consideration will be paid in lieu of any amount of New EGTS Notes not received as a result of rounding.

EGTS will not accept for purchase any of the Existing EEGH Notes validly tendered and not validly withdrawn for the series of Notes listed in the table below at Acceptance Priority Levels 7–9.

The tendered Existing EEGH Notes not accepted for purchase will be promptly credited after the Early Tender Time to the account of the registered holder of such Notes with the applicable clearing systems. No additional Existing EEGH Notes will be accepted after the Early Tender Time and prior to the expiration of the Exchange Offers on July 9, 2021.

The following table presents the principal amount of each series of Existing EEGH Notes that have been validly tendered and not withdrawn as of the Early Tender Time, the aggregate principal amount of such Notes to be accepted for purchase, the early tender notes consideration and the early tender premium to be paid in respect of each $1,000 principal amount of such Notes which are accepted for purchase:

Concurrently with the Exchange Offers, EEGH issued Consent Solicitations to adopt certain proposed amendments (the “Proposed Amendments”) to the indentures governing the respective Existing EEGH Notes (as supplemented for each particular series of Existing EEGH Notes, the “Existing EEGH Notes Indentures”). The purpose of the Proposed Amendments is to eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including certain provisions relating to liens and defeasance, contained in the Existing EEGH Notes Indentures and the Existing EEGH Notes.

Based on the Existing EEGH Notes tendered which EGTS has determined to accept, as indicated in the table above, EEGH intends to execute a supplement to the applicable Existing EEGH Notes Indenture (the “Supplemental Indenture”) with respect to the EEGH 3.900% Senior Notes due 2049, the EEGH 4.600% Senior Notes due 2044, the EEGH 4.800% Senior Notes due 2043 and the EEGH 3.000% Senior Notes due 2029 as Consents from holders of a majority of the outstanding aggregate principal amount of each such series of Existing EEGH Notes were received and the amount of Existing EEGH Notes purchased of each such series is not subject to proration under the Exchange Offers. No other Existing EEGH Notes Indentures will be amended in connection with the Exchange Offers and Consent Solicitations. The Supplemental Indenture will be entered into, and become effective, on or promptly after June 30, 2021 (the “Early Settlement Date”) following EGTS’ acceptance of the EEGH 3.900% Senior Notes due 2049, the EEGH 4.600% Senior Notes due 2044, the EEGH 4.800% Senior Notes due 2043 and the EEGH 3.000% Senior Notes due 2029 which, as of the Early Tender Time, have been validly tendered and not validly withdrawn pursuant to the Exchange Offers.

Eligible Holders who validly tendered and did not validly withdraw their Existing EEGH Notes at or prior to the Early Tender Time and whose Notes have been accepted for purchase, will receive, in exchange for each $1,000 principal amount of Existing EEGH Notes validly tendered and not validly withdrawn, the applicable consideration as set forth in the table above under the heading “Early Tender Notes Consideration” (the “Early Tender Notes Consideration”) and the premium set forth in the table above under the heading “Early Tender Premium” (the “Early Tender Premium” and, together with the Early Tender Notes Consideration, the “Early Tender Consideration”).

The Early Tender Consideration for validly tendered Existing EEGH Notes which have been accepted by EGTS will be paid on the Early Settlement Date. No accrued and unpaid interest will be paid on the Existing EEGH Notes in connection with the Exchange Offers. Holders of Existing EEGH Notes that are accepted for exchange will be deemed to have waived the right to receive any payment from EEGH for interest accrued from the date of the last interest payment date for their Existing EEGH Notes. However, the first interest payment for the New EGTS Notes issued in the exchange will include interest from the most recent interest payment date for such corresponding tendered Existing EEGH Note on the principal amount of such New EGTS Notes. The total consideration described in the table above will only be paid to holders of tendered Existing EEGH Notes to the extent that EGTS accepts such Notes for purchase, subject to certain conditions described in the Exchange Offer Memorandum.

Eligible Holders of Existing EEGH Notes that tendered such Existing EEGH Notes which are accepted for purchase by EGTS are deemed to have given Consent to the Proposed Amendments (in respect of the applicable series of Existing EEGH Notes tendered). Withdrawal rights with respect to the Existing EEGH Notes and Consents delivered expired at 5:00 p.m., New York City time, on June 24, 2021.

Payment for the Existing EEGH Notes that were validly tendered and not validly withdrawn prior to the Early Tender Time and which have been accepted by EGTS will be made on the date referred to as the “Early Settlement Date”. The Early Settlement Date for the validly tendered Existing EEGH Notes that are accepted for payment is expected to be on June 30, 2021.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law. The New EGTS Notes were offered in reliance on exemptions from registration under the Securities Act of 1933, as amended. The New EGTS Notes have not been registered under the Securities Act, or any other applicable securities laws and, unless so registered, the new notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.

About EGTS and EEGH

EGTS operates an interstate natural gas transmission pipeline, consisting of approximately 3,900 miles of natural gas transmission, gathering and storage pipelines across six states in or adjoining the Mid-Atlantic region. EGTS’s extensive pipeline system, which is interconnected with many interstate and intrastate pipelines in the national pipeline grid system, is well-positioned as a critical link between the Marcellus and Utica supply basins and key demand markets in the Northeast and Mid-Atlantic regions. EGTS serves a broad mix of customers, including utilities, electric power generators, commercial and industrial users, producers and marketers of natural gas, and interstate and intrastate pipelines.

EEGH owns, among other things, 100% of the outstanding common stock of EGTS. EEGH files reports pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, and a description of its business is contained in such reports.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release and the Exchange Offer Memorandum referred to herein contain statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements can typically be identified by the use of forward-looking words, such as “will”, “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “intend,” “potential,” “plan,” “forecast” and similar terms. These statements are based upon the current intentions, assumptions, expectations and beliefs of EEGH and EGTS and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of EEGH and EGTS and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:

• general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including income tax reform, and reliability and safety standards, affecting the operations of EGTS or related industries;
• changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility throughput, accelerate facility retirements or delay facility construction or acquisition;
• the outcome of general rate cases, regulatory rate reviews and other proceedings conducted by the Federal Energy Regulatory Commission or other governmental and legal bodies, and the ability of EGTS to recover costs through rates in a timely manner;
• changes in economic, industry, competition or weather conditions, as well as demographic trends and new technologies, that could affect customer growth and usage, natural gas supply or the ability of EGTS to obtain long-term contracts with customers and suppliers;
• performance, availability and ongoing operation of the facilities of EGTS due to the impacts of market conditions, outages and repairs, weather and operating conditions;
• the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the control of EGTS or by a breakdown or failure of the operating assets of EGTS, including severe storms, floods, fires, earthquakes, explosions, landslides, litigation, wars, terrorism, pandemics (including potentially in relation to the novel coronavirus (“COVID-19”)), embargoes and cyber security attacks, data security breaches, disruptions, or other malicious acts;
• the financial condition, creditworthiness and operational stability of significant customers and suppliers of EGTS;
• changes in the business strategy or development plans of EGTS;
• availability, terms and deployment of capital, including reductions in demand for debt securities and other sources of debt financing and volatility in interest rates;
• changes in the credit ratings of EGTS;
• the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;
• the impact of inflation on costs and the ability of EGTS to recover such costs in regulated rates; increases in employee healthcare costs;
• the impact of investment performance, certain participant elections such as lump sum distributions and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;
• unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;
• the availability and price of natural gas in applicable geographic regions and demand for natural gas supply;
• the impact of new accounting guidance or changes in current accounting estimates and assumptions on the financial results of EGTS; and
• other business or investment considerations that may be disclosed from time to time in the Exchange Offer Memorandum or in other publicly disseminated written documents.

Further details of the potential risks and uncertainties affecting EGTS are described in the Exchange Offer Memorandum, including the “Risk Factors” section and other discussions contained in the Exchange Offer Memorandum. Neither EGTS nor EEGH undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.

Samantha Norris
BHE GT&S
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HOUSTON--(BUSINESS WIRE)--PACIFIC COAST OIL TRUST (OTC Pink–ROYTL) (the “Trust”), a royalty trust formed by Pacific Coast Energy Company LP (“PCEC”), announced today that there will be no cash distribution to the holders of its units of beneficial interest of record on June 30, 2021 based on the Trust’s calculation of net profits generated during April 2021 (the “Current Month”) as provided in the conveyance of net profits interests and overriding royalty interest (the “Conveyance”). If the Trust continues to receive insufficient monthly income from its net profits interests and overriding royalty interest, the Trust is expected to terminate by its terms by the end of 2021. As described further below, based on information from PCEC, the likelihood of distributions to the unitholders in the foreseeable future is extremely remote. The Trust may also be terminated upon the occurrence of other events as described in the Trust’s filings with the SEC. All financial and operational information in this press release has been provided to the Trustee by PCEC.

The Current Month’s distribution calculation for the Developed Properties resulted in operating income of approximately $2.3 million. Revenues from the Developed Properties were approximately $2.5 million and lease operating expenses including property taxes were approximately $1.7 million. In addition, the distribution calculation reflects a $1.5 million adjustment for prior development costs, as PCEC did not complete $1.5 million of planned work in 2020 due to the COVID-19 pandemic and has therefore reversed the previously recognized expense in connection with its annual audit. The average realized price for the Developed Properties was $59.91 per Boe for the Current Month, as compared to $62.45 per Boe in March 2021. Oil prices generally have continued to rise in recent months, following the sharp decline in the first quarter of 2020, and were higher in the Current Month as compared to April 2020. Due to the increase in PCEC’s estimated asset retirement obligations ("ARO") discussed in “Update on Estimated Asset Retirement Obligations” below, the cumulative net profits deficit amount for the Developed Properties increased to approximately $27.0 million, compared to approximately $24.6 million in the prior month.

The Current Month’s calculation included approximately $69,000 generated from the 7.5% overriding royalty interest on the Remaining Properties from Orcutt Diatomite and Orcutt Field. Average realized prices for the Remaining Properties were $59.24 per Boe in the Current Month, as compared to $59.74 per Boe in March 2021. Due to the increase in PCEC’s estimated ARO discussed in “Update on Estimated Asset Retirement Obligations” below, the cumulative net profits deficit for the Remaining Properties increased by approximately $125,000 and was approximately $2.6 million for the Current Month.

The monthly operating and services fee of approximately $96,000 payable to PCEC and Trust general and administrative expenses of approximately $100,000, together exceeded the payment of approximately $69,000 received from PCEC from the 7.5% overriding royalty interest on the Remaining Properties, creating a shortfall of approximately $127,000.

PCEC has provided the Trust with a $1 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is not sufficient to pay ordinary course administrative expenses as they become due. As of March 31, 2021, the letter of credit has been fully drawn down. Further, the trust agreement provides that if the Trust requires more than the $1 million under the letter of credit to pay administrative expenses, PCEC will, upon written request of the Trustee, loan funds to the Trust in such amount as necessary to pay such expenses. Under the trust agreement, the Trust may only use funds provided under the letter of credit or loaned by PCEC or another source to pay the Trust’s current accounts or other obligations to trade creditors in connection with obtaining goods or services or for the payment of other accrued current liabilities arising in the ordinary course of the Trust’s business. As the Trust has fully drawn down the letter of credit, PCEC will be loaning funds to the Trust to pay the expected shortfall of approximately $127,000, which would bring the total amount of outstanding borrowings (including the amount drawn from the letter of credit, which also must be repaid as provided in the trust agreement) from PCEC to approximately $2,280,000, plus interest thereon, related to shortfalls from prior months. Consequently, no further distributions may be made to Trust unitholders until the Trust’s indebtedness created by such amounts drawn or borrowed, including interest thereon, has been paid in full.

Sales Volumes and Prices

The following table displays PCEC’s underlying sales volumes and average prices for the Current Month:

Update on Estimated Asset Retirement Obligations

As previously disclosed, in November 2019, PCEC informed the Trustee that, as permitted by the Conveyance, PCEC intended to begin deducting its estimated asset retirement obligations (“ARO”) associated with the West Pico, Orcutt Hill, Orcutt Hill Diatomite, East Coyote and Sawtelle fields, thereby reducing the amounts payable to the Trust under its Net Profits Interests. ARO is the accounting recognition related to plugging and abandonment obligations that all oil and gas operators face. PCEC engaged an accounting firm, Moss Adams LLP (“Moss Adams”), acting as third-party consultants, to assist PCEC in determining its estimated ARO, and on February 27, 2020, PCEC informed the Trustee that based on the analysis performed by Moss Adams, PCEC’s estimated ARO, as of December 31, 2019, was $45,695,643, which is approximately $10.0 million less than the amount that was originally estimated before Moss Adams completed its analysis, as previously disclosed in the Trust’s Current Report on Form 8‑K filed on November 13, 2019. According to PCEC and its third-party consultants, its estimated ARO, which reflected PCEC’s assessment of current market conditions as of December 31, 2019 and changes in California law, was determined to be approximately $33.2 million for the Developed Properties and approximately $12.5 million for the Remaining Properties, or approximately $26.5 million and approximately $3.1 million net to the Trust, respectively, and PCEC has reflected these amounts beginning with the calculation of the net profits generated during January 2020. The accrual has resulted in a current cumulative net profits deficit of approximately $29.6 million, which must be recouped from proceeds otherwise payable to the Trust from the Trust’s Net Profits Interests. Therefore, until the net profits deficit is eliminated, the only cash proceeds the Trust will receive are pursuant to the 7.5% overriding royalty interest.

PCEC has informed the Trustee that in accordance with generally accepted accounting principles, PCEC will evaluate the ARO on a quarterly basis. As a result of that re-evaluation, the actual ARO incurred in the future may be greater or less than the estimated amounts provided by PCEC. PCEC has informed the Trustee that at year-end 2020, and following the end of the first quarter of 2021, in light of the accounting guidance under Accounting Standards Codification 410-20-35-3, which requires the recognition of changes in the asset retirement obligation due to the passage of time and revision of the timing or amount of the originally estimated undiscounted cash flows, PCEC re‑evaluated the estimated ARO, which resulted in an increase to the ARO accrual for the Developed Properties by approximately $4.2 million, net to the Trust’s interest, and an increase to the ARO accrual for the Remaining Properties by approximately $186,000, net to the Trust’s interest.

Based on PCEC’s estimate of its ARO attributable to the Net Profits Interest, deductions relating to estimated ARO are likely to eliminate the likelihood of any distributions to Trust unitholders for the foreseeable future, as previously disclosed in the Trust’s Current Report on Form 8-K filed on November 13, 2019.

As previously disclosed, the Trust engaged Martindale Consultants, Inc. (“Martindale”), a provider of analysis and compliance review services to the oil and gas industry, to perform an independent review of the estimated ARO in the Moss Adams report that PCEC provided to the Trustee. The Trustee also has engaged an accounting expert to advise the Trustee regarding the accruals that PCEC has booked relating to its estimated ARO. As disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, Martindale has completed its review of the estimated ARO and on December 21, 2020 provided its analysis and recommendations to the Trustee. Based on Martindale’s recommendations provided in its report to the Trust, as disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, the Trustee requested that PCEC promptly make several adjustments to its calculations and methods of deducting ARO from the proceeds to which the Trust is otherwise entitled pursuant to its Net Profits Interests. PCEC has responded to the Trustee, indicating PCEC’s view that the adjustments would violate applicable contracts and accounting standards, and has therefore declined to make any adjustments to the estimated ARO calculation based on those requests and the recommendations of the Martindale report. The Trustee has concluded that it has taken all action reasonably available to it under the Trust’s governing documents in connection with PCEC’s ARO calculation and therefore has determined not to take further action at this time.

As described in more detail in the Trust’s filings with the SEC, the Trust will terminate if the annual cash proceeds received by the Trust from the Net Profits Interests and 7.5% overriding royalty interest total less than $2.0 million for each of any two consecutive calendar years. PCEC is deducting estimated ARO, thereby reducing the amounts payable to the Trust. Unless significant market changes were to occur, no payments will be made by PCEC to the Trust for the foreseeable future, which would result in the total proceeds received by the Trust to total less than $2.0 million in each of 2020 and 2021.

Production Update

PCEC has informed the Trustee that production continues to lag compared to historical periods, while PCEC strategically deploys capital to enhance production. Costs associated with returning wells to service must be recovered before cash flow to the Trust can be created. PCEC has informed the Trustee that unless a substantial number of wells return to production, or oil prices improve significantly or both, any monthly payments that PCEC may make to the Trust may not be sufficient to cover the Trust’s administrative expenses and outstanding debt to PCEC, and therefore the likelihood of distributions to the unitholders in the foreseeable future is extremely remote.

Overview of Trust Structure

Pacific Coast Oil Trust is a Delaware statutory trust formed by PCEC to own interests in certain oil and gas properties in the Santa Maria Basin and the Los Angeles Basin in California (the “Underlying Properties”). The Underlying Properties and the Trust’s net profits, and royalty interests are described in the Trust’s filings with the SEC. As described in the Trust’s filings with the SEC, the amount of any periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices, development expenses, and the amount and timing of the Trust’s administrative expenses, among other factors. For additional information on the Trust, please visit https://royt.q4web.com/home/default.aspx.

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements that are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. These forward-looking statements include estimates of future asset retirement obligations, expectations regarding the impact of deductions for such obligations on future distributions to unitholders, estimates of future total distributions to unitholders in 2021, expectations regarding the impact of lower commodity prices on oil and gas reserve estimates, statements regarding the impact of returning shut-in wells to production, expectations regarding PCEC’s ability to loan funds to the Trust, and the amount and date of any anticipated distribution to unitholders. In any case, PCEC’s deductions of its estimated asset retirement obligations will have a material adverse effect on distributions to the unitholders and on the trading price of the Trust units and may result in the termination of the Trust. Any anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will be significantly and negatively affected by prevailing low commodity prices, which declined significantly during 2020, could decline again and could remain low for an extended period of time in light of the economic effects of the COVID-19 pandemic and actions taken by Russia and the members of the Organization of Petroleum Exporting Countries regarding production levels. Other important factors that could cause actual results to differ materially include expenses related to the operation of the Underlying Properties, including lease operating expenses, expenses of the Trust, and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither PCEC nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Pacific Coast Oil Trust is subject to the risks described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 8, 2019, and if applicable, the Trust’s subsequent Quarterly Reports on Form 10-Q. The Trust's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q are available over the Internet at the SEC's website at http://www.sec.gov.

Pacific Coast Oil Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Sarah Newell
1(512) 236-6555

HOUSTON--(BUSINESS WIRE)--Regulatory News:

Schlumberger Limited (NYSE:SLB) will hold a conference call on July 23, 2021 to discuss the results for the second quarter ending June 30, 2021.

The conference call is scheduled to begin at 9:30 am US Eastern time and a press release regarding the results will be issued at 7:00 am US Eastern time.

To access the conference call, listeners should contact the Conference Call Operator at +1 (844) 721-7241 within North America or +1 (409) 207-6955 outside of North America approximately 10 minutes prior to the start of the call and the access code is 8858313.

A webcast of the conference call will be broadcast simultaneously at www.slb.com/irwebcast on a listen-only basis. Listeners should log in 15 minutes prior to the start of the call to test their browsers and register for the webcast. Following the end of the conference call, a replay will be available at www.slb.com/irwebcast until August 23, 2021, and can be accessed by dialing +1 (866) 207-1041 within North America or +1 (402) 970-0847 outside of North America, and giving the access code 6752598.

About Schlumberger

Schlumberger (SLB: NYSE) is a technology company that partners with customers to access energy. Our people, representing over 160 nationalities, are providing leading digital solutions and deploying innovative technologies to enable performance and sustainability for the global energy industry. With expertise in more than 120 countries, we collaborate to create technology that unlocks access to energy for the benefit of all.

Find out more at www.slb.com

Ndubuisi Maduemezia – Vice President of Investor Relations, Schlumberger Limited
Joy V. Domingo – Director of Investor Relations, Schlumberger Limited
 
Office +1 (713) 375-3535
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ROCKVILLE, Md.--(BUSINESS WIRE)--Argan, Inc. (NYSE: AGX) (“Argan”) announced today that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 30, 2021 to stockholders of record at the close of business on July 22, 2021.

About Argan, Inc.

Argan’s primary business is providing a full range of services to the power industry, including the renewable energy sector. Argan’s service offerings focus on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, along with related commissioning, operations management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Company:
Rainer Bosselmann
301.315.0027

Investor Relations:
David Watson
301.315.0027

Pro-competitive open gateways commitment preserves all existing competitive options; gives customers the choice of route

Maintains existing routes for agricultural customers in Upper Midwest

Provides new, single-line, rail-to-rail competition

Former Director of Office of Economics and Chief Economist at the Surface Transportation Board describes CN’s open gateways offer as “a big deal”

MONTREAL & KANSAS CITY, Mo.--(BUSINESS WIRE)--CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE: KSU) (“KCS”) today highlighted the benefits realized by grain customers, including farmer-owned grain co-operatives, through CN’s open gateways commitment in the CN-KCS combination. These stakeholders, including agricultural customers in the Upper Midwestern U.S., would benefit from a choice of routes and competitive rates, better service and innovation resulting from the competition for their business.

“CN’s commitment to keep gateways open on commercially reasonable terms means that agricultural customers, including farmer-owned co-operatives, enjoying competitive joint line routings with CN or KCS, will continue to have those routings available upon completion of the merger,” said James Cairns, CN’s Senior Vice President, Rail Centric Supply Chain. “This commitment assures grain customers shipping over CP lines to Kansas City and beyond will continue to enjoy the interline service they have today, along with new, enhanced rail-to-rail competition. However, for these benefits to be realized, the CN voting trust must be approved by the Surface Transportation Board (“STB”).”

In an op-ed published by Railway Age on June 22^nd, Dr. William Huneke, the former Director of the Office of Economics and Chief Economist at STB described CN’s open gateways commitment as a “big deal,” stating:

• “This commitment ensures that shippers who today enjoy competitive joint line routings with either CN or KCS will continue to have those routings available to them in a post CN/KCS merger environment, even if a merged CN/KCS could handle the entire movement via a single-line routing.”
• “This means continued competition, and we know that competition encourages lower rates, better service and innovation.”
• “The commitment is not just about maintaining physical routings, but also about ensuring that the routings are commercially reasonable to the shipper. What is meant by “open on commercially reasonable terms”? This means all market participants, railroads and shippers will benefit: They will get a fair chance to compete. They will pay and receive remunerative rates and get efficient service. If a shipper is not happy with their service, they can switch to another carrier because they will still have a choice.”
• “A CN/KCS combination will create a strong new rail-to-rail competitor that will provide new single-line rail movements in competition with other rail carriers. In addition, with the gateway commitment, shippers will also have the option to use an existing routing or other routings involving more than just the merged CN/KCS.”

More than 1,500 letters in support of the CN-KCS combination have been sent to CN and KCS and filed with the STB from customers, suppliers, elected officials and other stakeholders. A list of our supporters can be found at www.ConnectedContinent.com.

For the combination of KCS and CN to proceed, the STB must first approve the use of a voting trust. CN’s plain vanilla voting trust, which is identical to the CP trust approved for use by the STB, is an integral component of the CN-KCS combination. It prevents premature control of KCS, allows KCS to maintain independence and protects KCS’ financial health during the STB’s review of the ultimate combination of CN and KCS. Additionally, CN has committed to divesting the sole area of overlap between the CN and KCS networks – KCS’ 70-mile line between New Orleans and Baton Rouge – thereby making the combination a true end-to-end transaction, and has agreed to preserve existing route options by keeping gateways open on commercially reasonable terms. The proposed CN-KCS combination represents a procompetitive solution that offers unparalleled opportunities for customers, employees, shareholders, the environment and the North American economy.

For more information on CN’s pro-competitive combination with KCS, please visit www.ConnectedContinent.com.

About Dr. Huneke

Dr. Huneke is former Director of the Office of Economics and Chief Economist at the Surface Transportation Board. He is now a consulting economist and provides economic advice to private sector clients. He has provided testimony and litigation advice to Class I railroads, including KCS, and to the American Short Line and Regional Railroads Association.

About CN

CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the U.S. South through a 19,500-mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.

About Kansas City Southern

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

Forward Looking Statements

Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’ Operations and Business” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed transaction, CN has filed with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement includes a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholders of KCS seeking their approval of the merger-related proposals. The registration statement has not yet become effective. This news release is not a substitute for the proxy statement or registration statement or other documents CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitive proxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’ Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

Participants

This news release is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable.

Media: CN
Canada
Mathieu Gaudreault
CN Media Relations & Public Affairs
(514) 249-4735
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Longview Communications & Public Affairs
Martin Cej
(403) 512-5730
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United States
Brunswick Group
Jonathan Doorley / Rebecca Kral
(917) 459-0419 / (917) 818-9002
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Media: KCS
C. Doniele Carlson
KCS Corporate Communications & Community Affairs
(816) 983-1372
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Joele Frank, Wilkinson Brimmer Katcher
Tim Lynch / Ed Trissel
(212) 355-4449

Investment Community: CN
Paul Butcher
Vice-President
Investor Relations
(514) 399-0052
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Investment Community: KCS
Ashley Thorne
Vice President
Investor Relations
(816) 983-1530
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MacKenzie Partners, Inc.
Dan Burch / Laurie Connell
(212) 929-5748 / (212) 378-7071

• Special Meeting of Property Solutions Acquisition Corp. ("PSAC") will be held on July 20, 2021 to approve the business combination with Faraday Future
• Following the closing, the combined company’s stock and warrants are expected to trade under the ticker symbols “FFIE” and “FFIEW”, respectively
• PSAC’s stockholders as of June 21, 2021 are encouraged to submit their votes promptly. PSAC stockholders with questions on how to vote should visit http://vote.ff.com/ or contact Morrow Sodali LLC at This email address is being protected from spambots. You need JavaScript enabled to view it..

LOS ANGELES--(BUSINESS WIRE)--Faraday Future (“FF”), a California-based global shared intelligent mobility ecosystem company, announced today that the Registration Statement on Form S-4 filed by PSAC formally became effective. The special meeting of PSAC stockholders will be held on July 20, 2021, to approve the business combination of PSAC with Faraday Future. Following closing, the combined company’s stock and warrants are expected to trade on NASDAQ under the ticker symbols “FFIE” and “FFIEW", respectively. The I in "FFIE" stands for Intelligent and Internet. The E represents Ecosystem and Electric. Merger to provide an estimated $1.0 billion of gross proceeds to Faraday Future (“FF”), including $230 million in cash held by PSAC in trust assuming no redemptions. Transaction is expected to fully fund the production of class defining ultimate-performance luxury electric FF 91 within 12 months of transaction close.

PSAC’s stockholder meeting is expected to be held on July 20, 2021 at 11:00 a.m. ET virtually at https://www.cstproxy.com/propertysolutionsacquisition/sm2021 to approve the business combination. PSAC stockholders who wish to participate in the PSAC stockholder meeting must register in advance at https://www.cstproxy.com/propertysolutionsacquisition/sm2021.

"The merger and listing with PSAC is an important milestone for FF, which is accomplished with the firm commitment of our employees, suppliers, global partners, and the city of Hanford, California,” said Dr. Carsten Breitfeld, Global CEO of Faraday Future. “This business combination will enable us to launch a new species, FF 91, an ultimate-intelligent tech-luxury electric vehicle, with the purpose of realizing the original intent of our founder and inviting user and shareholder participation in shaping an innovative future mobility ecosystem.“

PSAC stockholders as of the June 21, 2021 record date should submit their votes by 11:59 PM Eastern Time on July 19, 2021. Stockholders who need additional proxy materials or have questions regarding the special meeting, may contact PSAC’s proxy solicitor, Morrow Sodali, toll-free at US: 1 (800) 252-1959 or banks and brokers can call 1 (203) 658-9400, International: 1 (289) 695-3075 or send an email to This email address is being protected from spambots. You need JavaScript enabled to view it..

The proxy statement and the voting instruction form can be accessed on the U.S. Securities and Exchange Commission ("SEC") website (www.sec.gov), and PSAC stockholders can also click on the following website to view: https://www.cstproxy.com/propertysolutionsacquisition/sm2021.

We encourage PSAC stockholders to read the final proxy statement and voting instruction form, which contains important information about the transaction with FF, the background of the merger and listing of PSAC and FF, and the reasons why the PSAC board of directors unanimously recommended PSAC’s stockholders to vote for the merger with FF. Detailed voting instructions can be found at: http://vote.ff.com/. After obtaining PSAC stockholders’ approval and meeting other customary closing conditions, the business combination is scheduled to close on July 21, 2021.

"We are very pleased to reach this milestone in the transaction process,” said PSAC chairman and Co-CEO Jordan Vogel. “We encourage PSAC’s stockholders to approve the business combination and look forward to completing the proposed transaction with FF and continuing with the next chapter of FF as a public company."

FF has been committed to promoting the transformation of the automotive industry through product and technological innovation, business model innovation, user ecosystem innovation and governance structure innovation. With I.A.I as the core driving force, FF has created a smart driving platform and a third Internet living space.

The FF 91 is FF’s flagship product offering, and features an industry-leading 1,050 HP, 0-60 mph sprint in less than 2.4 seconds, zero gravity rear seats with the industry's largest reclining seat angle of 60 degrees, and a revolutionary user experience designed to create a mobile, connected, and luxurious third Internet living space. FF 91 is scheduled to be delivered within twelve months after the business combination is closed.

Users can reserve an FF 91 now at: https://www.ff.com/us/reserve.

ABOUT FARADAY FUTURE

Established in May 2014, Faraday Future (FF) is a global shared intelligent mobility ecosystem company, headquartered in Los Angeles, California. FF's vision is to create a shared intelligent mobility ecosystem that empowers everyone to move, connect, breathe, and live freely. FF aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet and new usership models. With the FF 91, FF has envisioned a vehicle that redefines transportation, mobility, and connectivity, creating a true “third Internet living space,” complementing users’ home and smartphone Internet experience.

FOLLOW FARADAY FUTURE:

https://www.ff.com/
https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/
www.linkedin.com/company/faradayfuture

ABOUT PROPERTY SOLUTIONS ACQUISITION CORP.

Property Solutions Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more differentiated businesses. The company is managed by Co-CEO’s Jordan Vogel and Aaron Feldman.

Property Solutions I is a $230 million SPAC formed in July 2020 and is traded on the NASDAQ under the ticker symbol “PSAC”.

IMPORTANT INFORMATION AND WHERE TO FIND IT

This press release relates to a proposed transaction between PSAC and FF. PSAC has filed with the Securities and Exchange Commission (“SEC”) a preliminary registration statement on Form S-4 that includes a proxy statement and prospectus of PSAC and a consent solicitation statement with respect to FF. Upon completion, the proxy statement/consent solicitation statement/prospectus will be mailed to stockholders of PSAC as of a record date to be established for voting on the proposed business combination. PSAC also will file other relevant documents from time to time regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF PSAC ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PSAC FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement/consent solicitation statement/prospectus and other documents containing important information about PSAC and FF once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PSAC when and if available, can also be obtained free of charge by directing a written request to Property Solutions Acquisition Corp., 654 Madison Avenue, Suite 1009, New York, New York 10065.

PARTICIPANTS IN THE SOLICITATION

PSAC and FF and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of PSAC’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of PSAC’s directors and officers in PSAC’s filings with the SEC, including PSAC’s Annual Report on Form 10-K for the period ended December 31, 2020, which was filed with the SEC on March 31, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to PSAC’s stockholders in connection with the proposed business combination is set forth in the proxy statement/consent solicitation statement/prospectus for the proposed business combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination is included in the proxy statement/consent solicitation statement/prospectus that PSAC has filed with the SEC.

NO OFFER OR SOLICITATION

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

FORWARD LOOKING STATEMENTS

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside PSAC’s or FF’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by PSAC stockholders; the ability to meet the Nasdaq’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; FF’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; FF’s estimates of the size of the markets for its vehicles; the rate and degree of market acceptance of FF’s vehicles; the success of other competing manufacturers; the performance and security of FF’s vehicles; potential litigation involving PSAC or FF; the result of future financing efforts and general economic and market conditions impacting demand for FF’s products. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 and proxy statement/consent solicitation statement/prospectus discussed above and other documents filed by PSAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and neither PSAC nor FF undertake any 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.

For Faraday Future

Investors:
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DRAPER, Utah--(BUSINESS WIRE)--Leveraging their strong funding relationships, Onset Financial funded $40M for an energy provider. This lease transaction enabled the energy provider to begin implementing its growth strategies.

Due to the location and complexities of the equipment, this transaction presented an array of challenges. Onset was able to present the customer with a creative structure that highlighted the flexibility that Onset is uniquely suited to offer.

“To say that I’m incredibly proud would be an understatement,” said CEO & Founder Justin Nielsen, “thanks to our phenomenal team and their tireless efforts, we were able to finance exactly what our client needed.”

As an energy provider, Onset’s customer serves vital power needs throughout the nation and internationally.

“The seamless collaboration through every facet of our organization made this possible,” said EVP of Documentation Kristina Allen, “everyone from our Documentation team and Credit team, to our funding partners was more than willing to go the extra mile to ensure that our customer’s needs were met and expectations were exceeded.”

Onset was recently recognized as the nation’s 8^th Largest Independent Leasing Company by Monitor Magazine.

About Onset Financial, Inc. – Founded in 2008, Onset Financial, Inc. is an industry leader in equipment leasing and financing. Onset’s seasoned Management Team has decades of equipment leasing experience and key industry relationships that enable Onset to offer additional flexibility in lease structuring. For more information please call 801-878-0600 or visit www.onsetfinancial.com.

Levi Allred
Onset Financial, Inc.
o: 801.878.0600
f: 801.878.0601
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www.onsetfinancial.com
Facebook: https://www.facebook.com/OnsetFinancial
Twitter: https://twitter.com/OnsetFinancial
LinkedIn: https://www.linkedin.com/company/onset-financial

IRVINGTON, N.Y.--(BUSINESS WIRE)--CastleGreen Finance is pleased to announce the closing of One Park Road, West Hartford, CT, a $13,767,000 Commercial Property Assessed Clean Energy (C-PACE) transaction. In partnership with Lexington Partners LLC, the property developer, and the Connecticut Green Bank, the program administrator for the state of Connecticut C-PACE program, CastleGreen Finance is delighted to be part of the largest C-PACE transaction to date in Connecticut.

Project Overview

For 135 years, the Sisters of St. Joseph of Chambéry have occupied a convent on Park Road in West Hartford, Connecticut. One Park Road is the redevelopment of this iconic property which will add a 292-unit multi-family housing complex on the 22-acre property while maintaining much of the greenspace and preserving the Sisters’ history and ensuring their retirement security at the property.

One wing of the historic convent will continue to be owned and occupied by the Sisters. The remaining 111,000 square feet of the Colonial Revival-style convent is undergoing renovation into a mix of studio, one-, two- and three-bedroom apartments.

A new 230,000 square foot four-story building over a one-story parking deck, will be connected to the existing structures and is designed to look like a series of separate buildings while providing a neighborhood feel.

The long-discussed redevelopment of this iconic property is the result of the partnership between the Sisters of St. Joseph, Lexington Partners, and the Town of West Hartford, and it will bring new rental housing to the fast-growing Park Road/West Hartford area. Construction on the $70 million project is scheduled to begin in mid-2021, with completion expected in the spring/summer of 2023.

CastleGreen Finance has facilitated approval of the $13.7 million C-PACE project through the Connecticut Green Bank’s C-PACE program. The project provides the project developer with access to affordable, long term financing for qualifying clean energy and energy efficiency upgrades that lower energy costs.

Martin J. Kenny, president of Lexington Partners, states, “We feel the Park Road business district is to West Hartford as Brooklyn is to New York City. The project will serve to strengthen the Park Road business district and provide a gateway to and combine with what is going on in Parkville. We needed creative financing in our capital stack to help bring this project to fruition. The CastleGreen team presented a compelling financing solution and delivered on time and as promised.”

C-PACE financing of clean, sustainable energy efficiency projects embraces the collaboration of public/private financing of energy improvements for the redevelopment of this iconic property.

Sal Tarsia, Managing Partner of CastleGreen Finance states, “Lexington Partners is a key player in the revitalization of the Park Road business district, creatively utilizing C-PACE financing for its ESG initiatives. It was a pleasure working with the Lexington team on a redevelopment which exemplifies the original purpose of what C-PACE was created for, but also respects and preserves the history of the property."

“We are excited to see CastleGreen Finance closing their first project in Connecticut; the largest C-PACE project to date, in the state. This project is an excellent example of private capital working in the state’s open market for C-PACE financing,” said Bryan Garcia, President and CEO of Connecticut Green Bank. “The redevelopment at the Sisters of St. Joseph’s convent will not only make energy usage at the property more efficient and affordable, it will create housing opportunities and continue to support the Sisters, who strive to serve all people, especially those in need. This project will make a positive impact in West Hartford and exemplifies the Green Bank’s vision of a planet protected by the love of humanity.”

About CastleGreen Finance – www.CastleGreenfinance.com

CastleGreen Finance, in partnership with X-Caliber Capital, is a private capital source focused on Commercial PACE (Property Assessed Clean Energy) financing. CastleGreen Finance brings extensive experience in commercial real estate across a broad range of financial disciplines. The extensive real estate experience of the CastleGreen team, combined with its core C-PACE capabilities, provides our clients with the knowledge and resources to create a superior capital stack that meets all its needs and helps to unlock the potential of their commercial real estate. We understand that the most important part of any real estate transaction is showing up with the capital at closing. Our team focuses on the details of every deal to ensure we can get our clients to the finish line.

Sal Tarsia, Managing Partner of CastleGreen Finance
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917-363-0884

HOUSTON--(BUSINESS WIRE)--Schlumberger Limited (NYSE:SLB) will hold a conference call on July 23, 2021 to discuss the results for the second quarter ending June 30, 2021.

The conference call is scheduled to begin at 9:30 am US Eastern time and a press release regarding the results will be issued at 7:00 am US Eastern time.

To access the conference call, listeners should contact the Conference Call Operator at +1 (844) 721-7241 within North America or +1 (409) 207-6955 outside of North America approximately 10 minutes prior to the start of the call and the access code is 8858313.

A webcast of the conference call will be broadcast simultaneously at www.slb.com/irwebcast on a listen-only basis. Listeners should log in 15 minutes prior to the start of the call to test their browsers and register for the webcast. Following the end of the conference call, a replay will be available at www.slb.com/irwebcast until August 23, 2021, and can be accessed by dialing +1 (866) 207-1041 within North America or +1 (402) 970-0847 outside of North America, and giving the access code 6752598.

About Schlumberger

Schlumberger (SLB: NYSE) is a technology company that partners with customers to access energy. Our people, representing over 160 nationalities, are providing leading digital solutions and deploying innovative technologies to enable performance and sustainability for the global energy industry. With expertise in more than 120 countries, we collaborate to create technology that unlocks access to energy for the benefit of all.

Find out more at www.slb.com

Ndubuisi Maduemezia – Vice President of Investor Relations, Schlumberger Limited
Joy V. Domingo – Director of Investor Relations, Schlumberger Limited
 
Office +1 (713) 375-3535
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BOSTON--(BUSINESS WIRE)--Raptor Maps, the leading software startup in C&I and utility-scale solar, announced Madison Energy Investments as its newest launch partner. The company’s latest software-as-a-service (SaaS) offering equips Madison Energy Investments with the digital tools needed to maximize the performance of its fast-growing Commercial and Industrial (C&I) portfolio.

“Madison Energy Investments is serious about asset performance,” explains Jack Hachmann, Managing Partner at Madison Energy Investments. “As the fastest-growing developer, builder, and owner-operator in the C&I space, we are laser-focused on stewardship for our investors. This means maximizing the performance of our existing fleet and ensuring we have the digital infrastructure in place to scale.”

The latest Raptor Maps product enables Madison Energy Investments to fuse in-field sensor data with the electrical schematics in a standardized format, streamline the warranty claim process, and directly correlate revenue with aerial inspection data. Additionally, Madison Energy Investments tracks the performance of assets and causes of degradation from year-over-year, in order to address any performance deficits before they impact the bottom line.

“Raptor Maps is proud to power the most innovative companies in solar,” notes Nikhil Vadhavkar, CEO of Raptor Maps. “The Madison Energy Investments team has a strong pedigree of managing a portfolio of assets across hundreds of PV systems, and they currently span the solar lifecycle from development through operations. We are enabling them to increase the internal rate of return (IRR) across their pipeline, which in turn catalyzes the global transition to renewable energy.”

About Madison Energy Investments

Madison Energy Investments is a platform that develops, constructs, owns and operates distributed generation assets within the commercial and industrial (C&I) and small utility-scale sectors. The team’s diverse experience has produced best practices across all phases of the industry from origination to asset management. Quality partnerships and the ‘execution mindset’ drive us to be the best team in the industry. To date, MEI has over 200 MW under contract across 17 states. To learn more about Madison Energy Investments, please visit madisonei.com.

About Raptor Maps

Raptor Maps builds software to enable the solar industry to scale, with over 45 GW analyzed across 40 countries. The company enables users to compare data across installations, communicate and collaborate with counterparties, increase performance and reduce costs. It services the entire solar lifecycle, including asset owners, managers, O&M, engineers, EPCs, financiers, and OEMs. Serial number mapping, equipment records, commissioning inspections, aerial thermography, warranty claims, mobile tools and more are powered by its industry-leading data model. To learn more about Raptor Maps, please visit raptormaps.com.

Tom Atwood
Raptor Maps, Inc.
(617) 539-6357
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DUBLIN--(BUSINESS WIRE)--The "Global Flow Batteries Market: 2021-2026" report has been added to ResearchAndMarkets.com's offering.

The flow battery report covers all batteries that are currently available commercially. The market report also analyzes the end-use segments in which flow batteries find application at both the regional and country level.

The report provides market size and estimations in terms of revenue (U.S. currency), considering 2020 as the base year with a market forecast provided from 2021 to 2026. The market size for regional and country level also is covered. The report also analyzes the impact of the COVID-19 pandemic on the market estimations.

As the demand for energy storage technologies continues to rise due to increased electricity generation from renewable energy sources like solar and wind, players as well as the consumers are exploring different categories of batteries suited for their purpose.

Currently, Lithium-ion batteries dominate the electrochemical batteries space, whereas pumped hydro segment is still the largest segment for energy storage technologies. There are many emerging technologies such as flywheels, supercapacitors and solid state batteries among others that have specific properties and are suitable for specific applications.

Among them, flow batteries are gaining significant traction due to their suitability for large-scale storage applications. Flow batteries also are among the safest batteries and have a long life-cycle, making them highly suitable for large-scale long-term storage applications. Advancements in flow battery technologies are reducing system costs, which is another favorable indicator for flow battery users.

Furthermore, China's deployment of large-scale flow battery projects has led to speculations and optimism for the global adoption of flow batteries. However, the flow batteries industry still has not been fully commercialized due to the high installation and maintenance cost of flow batteries.

Among flow battery technologies, vanadium redox flow batteries (VRFB) dominate the flow battery industry due to superior technology and the product's significant adoption by China. Also, the properties of vanadium electrolyte are highly suitable for flow battery technology and attaining a long-life product cycle.

Because flow batteries require a large-scale setup and economically feasible with large-scale applications, they are suitable for grid scale-operations or at electricity generation centers. Therefore, load shifting and peaking capacity currently are the biggest application segments for flow batteries. For similar reasons, the utility segment is the largest end-use segment in the market for flow batteries.

Asia-Pacific leads all regions in flow battery consumption. China is the largest consumer of flow batteries due to significant vanadium raw material availability and the country's leading technology. In other countries, flow batteries are steadily gaining traction. Currently, several startups and small-scale industries are operating in this space.

Large-scale companies like Lockheed Martin are conducting significant research that might lead to its entry into the market for flow batteries.

Redflow, ESS Inc., Vionx Energy, Unienergy Technologies, EnerVault Corp., Primus Power, Sumitomo, Electric Industries Ltd., ViZn Energy, Younicos inc., Primus Power are major companies operating in the market for flow batteries.

Key Topics Covered:

Chapter 1 Introduction

Chapter 2 Summary and Highlights

Chapter 3 Market and Technology Background

• Industry Overview
• Batteries
• General Description
• Battery Technology: A Brief History
• General Battery Characteristics
• Voltage
• Capacity
• Shelf Life
• Drain
• Safety
• Utility-Scale Electricity Storage
• Overall Challenges
• Flow Batteries
• Flow Battery Categories
• Vanadium Redox
• Hybrid Flow Batteries
• Battery Energy Storage: Technology Comparison
• Background
• Market Drivers
• Rising Energy Prices
• Investments: R&D and Demonstration Projects
• Renewable Energy Integration
• Smart Grids and Distributed Power Generation Systems
• Electric Vehicles
• Changing National Policies
• Deregulating Electric Utility Markets
• Overall Challenges: Grid-Scale Electricity Storage Technology and Flow Batteries
• Implementing Large-Scale EES
• High Capital Costs
• Regulatory Challenges
• Overall Growth Barriers: Grid-Scale Electricity Storage Technology and Flow Batteries
• Conservatism in the Utility Industry
• Large-Scale Demonstration Projects
• Competition
• Energy Loss During Storage
• Economic Risk
• Drawbacks

Chapter 4 Market Breakdown by Battery Technology

• Vanadium Redox Flow Battery
• Zinc-Bromine Flow Battery
• Other Flow Batteries

Chapter 5 Market Breakdown by Application

• Load Shifting
• Peaking Capacity
• Microgrid Formation

Chapter 6 Market Breakdown by End Use

• Utility
• Commercial
• Residential

Chapter 7 Market Breakdown by Region

Chapter 8 Competitive Analysis

• Key Players and Industry Competition
• Recent Developments
• Key Players

Chapter 9 Battery R&D Organizations

Chapter 10 Company Profiles

• American Vanadium
• Enervault Corp.
• Ensync Inc.
• ESS Inc.
• Imergy Power Systems
• Invinity Energy Systems Plc
• Prudent Energy
• Primus Power
• Redflow Ltd.
• Schmid Group
• Sumitomo Electric Industries Ltd.
• Unienergy Technologies Llc
• Vionx Energy Corp.
• Vizn Energy
• Younicos Inc.
• Manufacturers: Related Components
• ABB Ltd.
• Alevo U.S.
• Axion Power International Inc.
• Bosch Group
• Dynapower Energy Management
• Furukawa Battery
• GE Energy Storage
• Green Charge Networks
• Greensmith Energy Management Systems
• Hudson Clean Energy Partners
• JLM Energy Inc.
• Outback Power
• S&C Electric Co.
• Sharp
• Siemens Energy
• Stem Inc.
• Sunverge Energy
• Toshiba Power Generation Division
• Xtreme Power

For more information about this report visit https://www.researchandmarkets.com/r/t553n

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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– Electric Last Mile Expected to Begin Trading on the Nasdaq Under Ticker “ELMS” on June 28, 2021

DELRAY BEACH, Fla. & TROY, Mich.--(BUSINESS WIRE)--Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW) (“Forum” or the “Company”) and Electric Last Mile, Inc. (“ELMS”) today announced that Forum’s stockholders have approved all proposals related to the companies’ previously announced business combination.

At a special meeting of Forum’s stockholders held today, approximately 99% of the votes cast, representing approximately 67% of Forum’s outstanding shares as of the record date for the meeting, voted to approve the business combination with ELMS. The formal results of the vote will be included on a Form 8-K to be filed with the U.S. Securities and Exchange Commission.

David Boris, Co-CEO and Chief Financial Officer of Forum Merger III, commented, “We are thrilled with the shareholder support we have received for our merger with ELMS. We believe ELMS is strongly positioned to be a first mover in the industry as customers seek more efficient and sustainable solutions.”

Jason Luo, Executive Chairman of ELMS, said, “Today’s shareholder approval is an important milestone for ELMS and a validation of our strategy to redefine last mile solutions and electrify commercial fleets. We’d like to thank Forum for their partnership and support leading up to this day.”

The closing of the business combination is anticipated to take place on June 25, 2021, subject to the satisfaction of certain customary closing conditions. The combined company will be renamed Electric Last Mile Solutions, Inc., and its common stock and warrants are expected to begin trading on the Nasdaq Stock Market under the ticker symbols “ELMS” and “ELMSW”, respectively, on June 28, 2021.

About Forum Merger III Corporation

Forum Merger III Corporation (NASDAQ: FIII, FIIIU, FIIIW) is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Forum’s mandate is to consider an initial business combination target in any business or industry and it focused its search on companies with an aggregate enterprise value of approximately $500 million to $2 billion that are based in the United States. Forum is led by Co-Chief Executive Officers Marshall Kiev and David Boris.

About Electric Last Mile, Inc.

Electric Last Mile, Inc. (“ELMS”) is focused on redefining the last mile with efficient, connected and customizable solutions. ELMS’ first vehicle, the Urban Delivery, is anticipated to be the first Class 1 commercial electric vehicle in the U.S. market. The company is headquartered in Troy, Michigan. For more information, please visit www.electriclastmile.com or Twitter @ELMSolutions.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forum Merger III Corporation’s (“Forum”) and ELMS’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Forum’s and ELMS’s expectations with respect to future performance and anticipated financial impacts of the previously announced business combination of Forum and ELMS (the “business combination”), the satisfaction of the closing conditions to the business combination, the size, demands and growth potential of the markets for ELMS’s products and ELMS’s ability to serve those markets, ELMS’s ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, ELMS’s ability to attract and retain customers, the estimated go to market timing and cost for ELMS’s products, the implied valuation of ELMS and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Forum’s and ELMS’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger (“Merger Agreement”) relating to the business combination or could otherwise cause the business combination to fail to close; (2) the inability of ELMS to consummate the Carveout Transaction (as defined below); (3) the outcome of any legal proceedings that may be instituted against Forum or ELMS following the announcement of the business combination; (4) the inability to complete the business combination, including due to failure to satisfy conditions to closing in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; (6) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the business combination; (7) the risk that the announcement and consummation of the business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of COVID-19 on the combined company’s business; and (13) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the business combination, including those under the “Risk Factors” section therein, and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum and ELMS consider immaterial or which are unknown. Forum and ELMS caution that the foregoing list of factors is not exclusive. Forum and ELMS caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMS is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future are contingent upon the closing of the business combination. The consummation of the business combination is subject to, among other conditions, (i) the effectiveness of certain agreements between ELMS and SF Motors, Inc. (d/b/a SERES) (“SERES”), (ii) the acquisition by ELMS of a leasehold interest in, or fee simple title to, the Indiana manufacturing facility prior to the business combination (provided that Forum has agreed that this condition will be waived upon delivery by ELMS of evidence of the mutual written agreement of ELMS and SERES as to the date and time of the transfer of possession of the facility to ELMS, which date and time shall be no later than two business days following the closing of the business combination), and (iii) the securing by ELMS of key intellectual property rights related to its proposed business (collectively, the “Carveout Transaction”). All statements herein regarding ELMS’s anticipated business assume the completion of the Carveout Transaction. Forum and ELMS do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

For Forum Merger III Corporation
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For Electric Last Mile, Inc.
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