NEW YORK & AUSTIN, Texas & NEW DELHI--(BUSINESS WIRE)--#IndustrialCarbonCapture--Ridgewood, NJ based Dastur International, Inc., along with its affiliate companies Dastur Energy Inc. and M. N. Dastur & Co (P) Ltd. (Dastur), has been awarded a US Department of Energy (US DOE) funded study for the design and engineering of a carbon capture project for a large integrated steel producer in North America. The project is designed to enable the production of low-carbon emissions steel through CO2 capture of up to 2 mtpa from the available blast furnace gases. This is the first industrial-scale carbon capture project for the steel sector in North America. Dastur is the Prime Recipient of the Award and will be supported by Boulder, CO based ION Clean Energy, Inc. and Austin, TX based University of Texas at Austin’s Jackson School of Geosciences.
Addressing a major share of carbon emissions in the integrated steelmaking process, the project aims to design an industrial scale and cost-effective solution for the capture and disposition of CO2 and provide a hydrogen-rich gas stream for meeting the energy needs of the host steel plant. Dastur’s proposed approach and design targets to bring down the cost of capture and disposition to mid $40/tonne of CO2, a significant improvement over incumbent solutions in the 60-100 $/tonne range.
The Biden Administration, in its “2030 Greenhouse Gas Pollution Reduction Target”, has announced that “The United States can address carbon pollution from industrial processes by supporting carbon capture as well as new sources of hydrogen - produced from renewable energy, nuclear energy, or waste - to power industrial facilities.” Acting Assistant Secretary and Principal Deputy Assistant Secretary for Fossil Energy and Carbon Management (FECM) Dr Jennifer Wilcox at the US DOE’s Office of Fossil Energy said, “We are pleased to support this project for industrial-scale and cost-effective carbon capture from blast furnace gases at a large integrated steel plant in the US. We hope that this approach can provide a viable pathway for the decarbonization of an important sector of the US economy.”
“This is the first and a very important carbon capture project at an integrated steel plant in the United States. With the Department of Energy’s support and with Dastur’s expertise in the design of commercial-scale engineering systems for carbon capture, this project can provide a competitive path for decarbonization of the US steel industry,” said Peter Marcus, Founder and Managing Partner at World Steel Dynamics, a leading strategic advisor in the steel sector.
Atanu Mukherjee, President and Chief Executive Officer of Dastur, said, “As a leader in industrial decarbonization and designs for industrial plants to minimize the “carbon premium”, Dastur is pleased to receive this award from the US Department of Energy. This is in quick succession of Dastur’s recent wins for designing commercial-scale carbon capture solutions in the oil and gas, refining and petrochemical industries. As a beachhead project, it has the potential to demonstrate US leadership and innovation in decarbonizing integrated steel plants around the world. I believe it can also serve as a reference design for clients in the heavy manufacturing and industrial sector looking for effective decarbonization strategies.”
Along with its partners, Dastur will draw upon its intellectual property & know-how in gas conditioning, system design & engineering, steel sector expertise, carbon capture technology & storage and sequestration expertise to engineer a flexible, scalable and cost-effective industrial-scale carbon capture & management solution. A successful & cost-effective industrial-scale solution could serve as a reference for other integrated steel plants in the USA, as well as the major steel-producing geographies like China, Japan, South Korea, and India, where steel capacities are largely blast furnace based.
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TROY, Mich. & DELRAY BEACH, Fla.--(BUSINESS WIRE)--Electric Last Mile, Inc. and Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW) (“Forum”) today announced the completion of the companies’ previously announced business combination. The business combination was approved by Forum stockholders on June 24, 2021. The merger has resulted in Electric Last Mile Solutions, Inc. (“ELMS” or the “Company”), a pure-play commercial electric vehicle company, becoming a publicly traded company 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.
James Taylor, Co-Founder and CEO of ELMS, said, “Today is a critical milestone for ELMS as we now believe we have all the pieces in place to execute on our business plan and transform productivity for the last mile. We are excited to take advantage of our anticipated first-mover opportunities in the commercial EV space with the launch of our Urban Delivery later this year and to help make the U.S. the world leader for EV manufacturing.”
“This transaction comes at a promising time for both ELMS and the commercial EV industry,” said David Boris, Co-Chief Executive Officer and Chief Financial Officer of Forum. “With the capital provided by this transaction, we believe James and his experienced management team at ELMS can generate rapid growth and produce shareholder value as an industry-leading commercial EV solutions company. We thank our stockholders for their support during this transaction and we are excited for ELMS as it begins its next chapter as a public company.”
The ELMS Urban Delivery, anticipated to launch later this year, is expected to be the first Class 1 commercial electric vehicle available in the U.S. market and will be produced at the Company’s facility in Mishawaka, Indiana. The Urban Delivery is anticipated to have a range of approximately 150 miles and is also expected to come with a suite of connectivity and productivity solutions, including over-the-air updates. As part of its integrated business model, ELMS also plans to offer upfitting solutions to customize the Urban Delivery to fleets’ individual end-use cases.
ELMS also recently announced plans to reveal a working prototype of its second vehicle, the Urban Utility, an all-electric medium duty cab forward truck, later this summer.
Jefferies LLC served as financial advisor and White & Case LLP served as legal advisor to Forum. Cowen Inc., Wedbush Securities Inc., Colliers Securities LLC, BTIG, LLC and The Benchmark Company, LLC served as co-advisors to Forum. Foley & Lardner LLP served as legal advisor to Electric Last Mile, Inc.
About Electric Last Mile Solutions, Inc.
Electric Last Mile Solutions, Inc. is focused on defining a new era in which commercial vehicles run clean as connected and customized solutions that make our customers’ businesses more efficient and profitable. 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.
About Forum Merger III Corporation
Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW) was 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 was organized by founders Marshall Kiev and David Boris.
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. The Company’s actual results may differ from its 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, the Company’s expectations with respect to future performance and anticipated financial impacts of the business combination of Forum and Electric Last Mile, Inc. (the “business combination”), the size, demands and growth potential of the markets for the Company’s products and the Company’s ability to serve those markets, the Company’s ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, the Company’s ability to attract and retain customers, the estimated go to market timing and cost for the Company’s products, and the implied valuation of the Company. 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 the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) 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 Company to grow and manage growth profitably and retain its key employees; (2) changes in applicable laws or regulations; (3) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (4) the impact of COVID-19 on the Company’s business; (5) any delays the Company may experience in realizing its projected timelines and cost and volume targets for the production, launch and ramp up of production of the Company’s vehicles and the modification of its manufacturing facility; (6) the ability of the Company to obtain customers, obtain product orders, and convert its non-binding pre-orders into binding orders or sales; (7) the Company’s ability to implement its business plans and strategies; and (8) other risks and uncertainties indicated from time to time in the proxy statement filed by Forum relating to the business combination, including those under the “Risk Factors” section therein, and in Forum’s other filings and the Company’s future filings with the Securities and Exchange Commission. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that the Company considers immaterial or which are unknown. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does 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.
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ATLANTA--(BUSINESS WIRE)--PIC Group, a global power and energy service provider with biomass plant experience and having operated and maintained in excess of 16,500 MW globally, has been awarded the Operation and Maintenance Agreement (O&M Agreement) for the Eagle Valley Clean Energy Biomass plant located in Gypsum, Colorado by Eagle Valley Clean Energy LLC. Under the terms of the O&M Agreement, valued at more than $8 million, PIC Group will provide a standards-based approach to O&M services, along with remote monitoring of the plant equipment’s performance from PIC Group’s Remote Operating Center (ROC) through 2024. This approach ensures consistent, reliable operations while enabling Eagle Valley Clean Energy to achieve their compliance, performance, and commercial management objectives while reducing operational risk for the 12MW biomass-fired power generating facility.
“PIC Group is a well-established organization with biomass plant operation and maintenance experience, a proven set of O&M management systems, programs and standards, and the ability to effectively address the knowledge transfer & leadership development enabling the Eagle Valley Clean Energy plant to optimize its operational and financial goals,” said Greg Greenman, VP of Operations at Greenbacker Group.
“PIC Group’s operations and maintenance methodology, combined with a comprehensive leadership development philosophy, and a variety of advanced technologies, provides for the safe and efficient operation and maintenance of power generation plants and lasting asset value,” said Frank Avery, President and CEO at PIC Group.
About Eagle Valley Clean Energy LLC
The Eagle Valley Clean Energy Biomass facility is owned by and part of the Greenbacker Renewable Energy Company LLC portfolio which includes 1.10GW rated system capacity of renewable energy with 259 assets in 30 states, provinces, territories, and districts. Greenbacker Renewable Energy Company LLC is a publicly registered, non-traded limited liability company that owns a diversified portfolio of income-producing renewable energy power plants, energy efficiency projects and other sustainable investments
About PIC Group
Founded in 1988, PIC Group, Inc. is dedicated to delivering value by providing global energy services to facilities across four continents – North America, South America, Asia and Africa. PIC provides O&M Services (Care, Custody and Control), Commissioning and Startup, Documentation & Training and Staffing services and serves the power generation, oil and gas, petrochemical, pulp and paper and manufacturing industries.
PIC Group, Inc. is a wholly owned subsidiary of Marubeni Corporation, a Fortune Global 500 Company. Marubeni is a major Japanese sogo shosha (international trading company) and the third largest global independent power producer (IPP).
About Marubeni
Marubeni Corporation and its consolidated subsidiaries use their broad business networks, both within Japan and overseas, to conduct importing and exporting (including third country trading), as well as domestic business, encompassing a diverse range of business including consumer products, food, agriculture, chemicals, energy and metals and power business machinery and infrastructure.
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DUBLIN--(BUSINESS WIRE)--The "Worldwide Wind Farms Database" database has been added to ResearchAndMarkets.com's offering.
This product is a database of wind farms in the world.
It includes 32669 entries (in 129 countries).
Its content represents 554 GW onshore and 399,1 GW offshore.
Detailed Breakdown:
Onshore market:
Offshore market:
Provided Content:
Location
Turbines
Players
Status Data
Format: Excel or .CSV file
Countries Covered
For more information about this database visit https://www.researchandmarkets.com/r/yukrlc
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DUBLIN--(BUSINESS WIRE)--The "Russian Oil Production and Export in Time of Low Prices and OPEC+" report has been added to ResearchAndMarkets.com's offering.
Since May 2020, Russia has been in the second, much tighter version of the OPEC+ deal. It has already "eaten away" about 9% of national production - and this for the past year, too, of which for four months the restrictions were nominal rather than actual. This is a completely unprecedented artificial cut in both production and export. What effect this will have on the industry in the medium term remains open to question.
What is going on in the production segment of the Russian oil industry? What is happening in export which is sagging even more than production? Is there actually a chance of restoring production and regaining the lost positions on the key markets? The analyst will attempt to answer these questions in its new report.
The report gives a detailed account of the following aspects:
Compliance
What has been cut?
Key Topics Covered:
INFLUENCE OF OPEC+ 2020 DEAL ON OIL PRODUCTION IN RUSSIA. KEY COMPANIES' COMPLIANCE DISCIPLINE
CHANGES AT KEY PRODUCTION ASSETS OF RUSSIAN OIL COMPANIES
STRATEGY OF RUSSIAN INTEGRATED OIL COMPANIES IN TIME OF OPEC+ DEAL: RESULTS OF 2020 AND FORECAST FOR 2021
OPEC+ 2020 DEAL EFFECT ON RUSSIAN OIL EXPORT
MEDIUM-TERM IMPLICATIONS OF OPEC+ DEAL FOR RUSSIAN OIL INDUSTRY
For more information about this report visit https://www.researchandmarkets.com/r/272nm9
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DUBLIN--(BUSINESS WIRE)--The "Jet Fuel Market - Growth, Trends, COVID-19 Impact, and Forecasts (2021 - 2026)" report has been added to ResearchAndMarkets.com's offering.
The jet fuel market is expected to grow at a CAGR of more than 1% in the forecast period reaching a market size of USD 120 billion in 2026 up from USD 114 billion in 2019.
Companies Mentioned
Key Market Trends
Increasing Air Passenger Traffic to Drive the Market
Asia-Pacific to Dominate the Market
Key Topics Covered:
1 INTRODUCTION
2 EXECUTIVE SUMMARY
3 RESEARCH METHODOLOGY
4 MARKET OVERVIEW
4.1 Introduction
4.2 Market Size and Demand Forecast in USD billion, till 2026
4.3 Government Policies and Regulations
4.4 Recent Trends and Developments
4.5 Market Dynamics
4.5.1 Drivers
4.5.2 Restraints
4.6 Supply Chain Analysis
4.7 Porter's Five Forces Analysis
5 MARKET SEGMENTATION
5.1 Fuel Type
5.1.1 Jet A
5.1.2 Jet A1
5.1.3 Jet B
5.2 Application
5.2.1 Commercial
5.2.2 Defense
5.2.3 General Aviation
5.3 Geography
5.3.1 North America
5.3.2 Asia-Pacific
5.3.3 Europe
5.3.4 South America
5.3.5 Middle-East and Africa
6 COMPETITIVE LANDSCAPE
6.1 Mergers and Acquisitions, Joint Ventures, Collaborations, and Agreements
6.2 Strategies Adopted by Leading Players
6.3 Company Profiles
7 MARKET OPPORTUNITIES AND FUTURE TRENDS
For more information about this report visit https://www.researchandmarkets.com/r/32vxoo
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Laura Wood, Senior Press Manager
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DUBLIN--(BUSINESS WIRE)--The "Global Flue Gas Desulfurization Market" report has been added to ResearchAndMarkets.com's offering.
Flue gas desulfurization (FGD) is a technology used to remove SO2 (sulfur dioxide) from the exhaust flue gases of coal power plants and other SO2-emitting processes in industries like water and wastewater treatment, and chemical and cement manufacturing. The FGD unit can be dry, semi-dry or wet, depending upon the application. In dry FGD, lime, trona, activated carbon and other dry reagents are used to remove SO2. In the wet FGD scrubbing process, wastewater is generated, which is deposed after treatment. This wet FGD wastewater contains high concentrations of sulfates, calcium, magnesium, heavy metals, TSS and ammonia, and stringent regulations are imposed by different countries like China, United States and Germany.
In 2020, the global market for flue gas desulfurization was significantly impacted by COVID-19. Currently, players have hope that COVID-19 vaccine availability will help restore a sense of normalcy. The global market for flue gas desulfurization is categorized into three notable segments which are based on the installation, type and end-user industry.
Based on type, the market for flue gas desulfurization is segmented into wet FGD and dry and semi-dry FGD. Wet FGD is expected to dominate the market due to its high SO2 removal efficiency. Wet FGD and dry and semi-dry FGD are further segmented based on region.
Based on installation, the market for flue gas desulfurization is segmented into greenfield, and brownfield and revamp. Greenfield installations dominate the market, as many of the plants are required to install FGD units for the first time.
Based on end-user, the market for flue gas desulfurization is segmented into power generation, cement, chemical, iron, steel and others. The power generation segment is expected to dominate the market, as coal-fired power plants are the major source of sulfur dioxide emission.
The report includes:
Key Topics Covered:
Chapter 1 Introduction
Chapter 2 Summary and Highlights
Chapter 3 Market Overview
Chapter 4 Market Breakdown by Type of Installation
Chapter 5 Market Breakdown by Type of Flue Gas Desulfurization
Chapter 6 Market Breakdown by End-User Industry
Chapter 7 Market Breakdown by Region
Chapter 8 Competitive Landscape
Chapter 9 Company Profiles
For more information about this report visit https://www.researchandmarkets.com/r/yixwte
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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
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DUBLIN--(BUSINESS WIRE)--The "Saudi Arabia Drilling Rigs Market - Growth, Trends, COVID-19 Impact, and Forecasts (2021 - 2026)" report has been added to ResearchAndMarkets.com's offering.
The Saudi Arabia Drilling Rigs Market is expected to grow at a CAGR of more than 1.5% over the period of 2020-2025.
Factors such as increasing investments in the sector are expected to drive the market. However, volatility in crude oil and natural gas prices, leading to a decrease in exploration and production activities, may restrain the growth of the market.
Natural gas production is expected to continue to be a vital part of meeting global energy demand, and the increase in its production is expected to drive the market.
New development in the smart rigs technology, like the advancements in the automated drilling rigs, is expected to make the oil and gas production more viable and may provide an opportunity for market players.
New rigs are being placed in the Persian gulf to extract crude oil and natural gas from the area, and this is expected to aid the growth of the offshore in the forecast period.
Key Market Trends
Increase in Natural Gas Production to Drive the Market
Offshore Segment to Witness Growth
Competitive Landscape
The Saudi Arabia drilling rigs market is partially fragmented. Some of the key players in this market are Valaris plc, Arabian Drilling Company, Saipem S.p.A., ADES International Holding PLC, and Shelf Drilling Holdings, Ltd.
For more information about this report visit https://www.researchandmarkets.com/r/extqrt
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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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Seniors and Others at Risk from Extreme Heat Can Find Relief at Cooling Centers
SAN FRANCISCO--(BUSINESS WIRE)--Cooling Centers continue to provide a safe, air-conditioned location for all residents to cool down during extreme heat.
Pacific Gas and Electric Company (PG&E) has long-provided financial support to fund the operation of existing county- and city-run cooling centers throughout the service area where summer temperatures typically reach triple digits, primarily in the Central Valley.
This year, PG&E introduces new partnerships with the City of West Sacramento and Kingsburg as well as El Dorado, Shasta, and San Joaquin counties to help fund the operation of their existing cooling centers.
"We are providing support for several new locations this year as we know cooling centers fulfill a critical resource for customers during the summer months, particularly those at-risk, such as seniors during times of severe, prolonged temperatures,” said Marlene Santos, Executive Vice President and Chief Customer Officer at PG&E.
PG&E continues to support cooling centers in the cities of Arvin, Fowler, Fresno, Madera, San Jose, Sanger and Stockton as well as with the Kern County Aging and Adult Services, Kern County Parks and Recreation and the Merced County Office of Emergency Services.
Cooling centers open to the public when the temperatures are forecast by the National Weather Service to exceed thresholds set by each area.
PG&E began funding cooling centers as part of a pilot project in 2007 following a 2006 heat wave in the state. Since 2007, PG&E has provided more than $600,000 to support established cooling centers, most located in local government-run senior centers or neighborhood parks and recreation centers.
To find a Cooling Center, please call local city or county governments or visit pge.com/coolingcenters. Modifications to cooling centers may be implemented to ensure safety and comply with current health orders.
PG&E Tips to Stay Safe and Cool this Summer
PG&E is interested in funding the operation of more local Cooling Centers throughout the service area. For more information please contact PG&E at This email address is being protected from spambots. You need JavaScript enabled to view it..
About PG&E
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is a combined natural gas and electric utility serving more than 16 million people across 70,000 square miles in Northern and Central California. For more information, visit pge.com and pge.com/news.
MEDIA RELATIONS:
415-973-5930
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
Inquiries: This email address is being protected from spambots. You need JavaScript enabled to view it.
DUBLIN--(BUSINESS WIRE)--The "Iraq Medium Voltage Substation Market, By Component (Circuit Breaker, Protective Relay, Transformer, Switchgear, Others), By Type (Transmission and Distribution), By End Use, By Category, By Region, Competition Forecast & Opportunities, 2016-2026" report has been added to ResearchAndMarkets.com's offering.
The Iraq Medium Voltage Substation Market stood at USD223.36 million in 2020 and is forecast to grow at a CAGR of 5.61% until 2026.
Growth in the medium voltage substation market is driven by growing electricity demand, increasing focus on renewable energy and rise in industrial sector in the county.
Furthermore, upgradation and expansion of the electricity transmission network across the country and support from the Iraqi government are expected to create an opportunity for the medium voltage substation market in the near future.
Also, the growing focus of government towards diversifying the national economy away from oil and gas and encouraging sustainable use of resources such as the adoption of solar energy is further catalyzing the growth of the medium voltage substation in the country.
Based on component, the market can be segmented into Circuit Breaker, Protective Relay, Transformer, Switchgear and Others. Transformers dominated the market in 2020 and are expected to maintain their market dominance during the forecast period, backed by the growth in the country's industrial and renewables sector. In a substation, transformers are generally used to step down the incoming voltage for its distribution to end-users.
The growth of transformers in medium voltage substation market is driven by the need for upgradation and expansion of country's electricity transmission network, which has been affected by the political instability and war.
Based on type, the market can be bifurcated into Transmission and Distribution. The distribution segment dominated the market in 2020 and is expected to maintain its leading position in the forecast period as well. A substation steps-down high voltage electricity from the transmission system to lower voltage electricity so that it can be distributed to the end-users via distribution lines. Based on end-use, the market can be segmented into Metal, Utility, Mining, Oil & Gas, Transportation and Others.
The utility segment dominated the market in 2020 and is expected to maintain its dominance until 2026 owing to the increasing support from the government for utility aided electrical infrastructure and regulatory directives subject to the grid deployment. In 2019, the Iraqi government signed a USD15 billion contract with Germany-based Siemens AG for the execution of the roadmap for the electrification of the country in order to improve the condition of the Transmission and Distribution network in the country.
Based on category, the market can be bifurcated into New and Refurbished. New segment dominated the market in 2020 and is expected to maintain its market dominance during the forecast period owing to the increasing power consumption in Iraq that has been growing at a high rate. Furthermore, rising population, increasing number of industries and growing number of houses are expected to increase the installation of new medium voltage substations in the country.
On the basis of region, Baghdad held the largest share in the Iraq Medium Voltage Substation Market in 2020 and is expected to maintain the market dominance during the forecast period owing to the large electricity demand in the country from this region. Majority of the planned power system networks by the government and transmission lines passes through the region making it a dominant region in the segment.
Objective of the Study:
Years considered for this report:
Key Target Audience:
Report Scope:
Iraq Medium Voltage Substation Market, By Component:
Iraq Medium Voltage Substation Market, By Type:
Iraq Medium Voltage Substation Market, By End-Use:
Iraq Medium Voltage Substation Market, By Category:
Iraq Medium Voltage Substation Market, By Region:
Competitive Landscape:
For more information about this report visit https://www.researchandmarkets.com/r/cbbe9w
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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
NEW ORLEANS--(BUSINESS WIRE)--Black Bay Energy Capital (“Black Bay”), a private equity firm focused on growth investments for innovative companies in the energy sector, is pleased to announce several promotions, a team addition, and new Strategic Advisory Board members.
Matt Schovee has been promoted to Principal. Matt is one of Black Bay’s founding members and focuses on origination, structuring, due diligence, and monitoring of investments. Matt serves on the board of directors at Altitude Energy Partners and SCS Technologies.
Sam Scofield has been promoted to Senior Associate. Sam joined the firm in 2019 after several years in the oil & gas investment banking group at BMO Capital Markets. At Black Bay, Sam focuses on due diligence and monitoring of investments. Sam serves on the board of directors at Piñon Midstream, LLC (“Piñon”).
Will Alpaugh’s role has been expanded to include origination and business development activities. Will joined the firm in 2018 as an Associate. At Black Bay, Will focuses on sourcing and evaluating new investment opportunities, due diligence, and monitoring of investments.
Jack Wood has joined Black Bay as an Analyst. Jack focuses on investment research and due diligence.
In addition, Floyd Hammond and Doug Hayes have been added to Black Bay’s Strategic Advisory Board (“SAB”). Mr. Hammond is the Chief Operating Officer of Ameredev II, LLC, a Permian Basin-focused oil & gas producer. Mr. Hammond serves on the board of directors for Piñon. Mr. Hayes is an executive with over 40 years of experience in the oil & gas industry, with most of his time spent in the upstream and midstream production chemical sectors. Mr. Hayes serves on the board of directors for NexGen Oilfield Chemicals and Clean Chemistry.
“Matt, Will, Sam and Jack have been instrumental in helping Black Bay scale its investment activities and monitor its portfolio of rapidly growing companies. We are also thrilled to have Floyd and Doug join our advisory board given their deep experience and extensive network in the industry,” said Michael LeBourgeois, Managing Partner of Black Bay. “Black Bay has worked with Floyd and Doug for years, and they both serve on Black Bay portfolio company boards. Their technical knowledge and operating experience have been extremely valuable to Black Bay as we are evaluating investment opportunities and growing our portfolio companies,” added Mr. LeBourgeois.
Black Bay Energy Capital
Black Bay Energy Capital (“Black Bay”) is a private equity firm focused on the North American energy sector. Black Bay invests equity capital alongside talented entrepreneurs that provide a differentiated product or service to their clients to help reduce costs, improve operations, and achieve ESG initiatives. The firm’s investment strategy and success stem from the more than 75 years its investment professionals have been working day-to-day with great teams and building high-growth companies. www.blackbayenergy.com
Black Bay Energy Capital: Michael LeBourgeois (504) 586-3848
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:
Title of Existing EEGH
|
|
CUSIP / ISIN |
|
Acceptance
|
|
Early Tender Notes
|
|
Early Tender
|
|
Principal
|
|
Principal
|
Existing EEGH 3.900% Senior Notes due 2049 |
|
257375AQ8 /
|
|
1 |
|
$1,000 principal amount of New EGTS 3.900% Senior Notes due 2049 |
|
$1.00 in cash |
|
$273,667,000 |
|
$273,667,000 |
Existing EEGH 4.600% Senior Notes due 2044 |
|
257375AJ4 /
|
|
2 |
|
$1,000 principal amount of New EGTS 4.600% Senior Notes due 2044 |
|
$1.00 in cash |
|
$443,678,000 |
|
$443,678,000 |
Existing EEGH 4.800% Senior Notes due 2043 |
|
257375AF2 /
|
|
3 |
|
$1,000 principal amount of New EGTS 4.800% Senior Notes due 2043 |
|
$1.00 in cash |
|
$345,944,000 |
|
$345,944,000 |
Existing EEGH 3.800% Senior Notes due 2031 |
|
— /
|
|
4 |
|
$1,000 principal amount of New EGTS 3.800% Senior Notes due 2031 |
|
$1.00 in cash |
|
$0 |
|
$0 |
Existing EEGH 3.000% Senior Notes due 2029 |
|
257375AP0 /
|
|
5 |
|
$1,000 principal amount of New EGTS 3.000% Senior Notes due 2029 |
|
$1.00 in cash |
|
$425,807,000 |
|
$425,807,000 |
Existing EEGH 3.600% Senior Notes due 2024 |
|
257375AH8 /
|
|
6 |
|
$1,000 principal amount of New EGTS 3.600% Senior Notes due 2024 |
|
$1.00 in cash |
|
$332,988,000 |
|
$110,883,000 |
Existing EEGH 2.500% Senior Notes due 2024 |
|
257375AN5 /
|
|
7 |
|
$1,000 principal amount of New EGTS 2.500% Senior Notes due 2024 |
|
$1.00 in cash |
|
$454,252,000 |
|
$0 |
Existing EEGH 3.550% Senior Notes due 2023 |
|
257375AE5 and 257375AB1 /
|
|
8 |
|
$1,000 principal amount of New EGTS 3.550% Senior Notes due 2023 |
|
$1.00 in cash |
|
$296,674,000 |
|
$0 |
Existing EEGH 2.875% Senior Notes due 2023 |
|
257375AL9 and U25504AE8 /
|
|
9 |
|
$1,000 principal amount of New EGTS 2.875% Senior Notes due 2023 |
|
$1.00 in cash |
|
$0 |
|
$0 |
(1) For each $1,000 principal amount of Existing EEGH Notes validly tendered at or before the Early Tender Time, not validly withdrawn and accepted for exchange. |
||||||||||||
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:
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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CN-KCS voting trust previously received support from SMART-TD General Committees and International Brotherhood of Boilermakers
MONTREAL & KANSAS CITY, Mo.--(BUSINESS WIRE)--CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE: KSU) (“KCS”) today announced that three local union committees representing CN and KCS employees in the United States that are affiliated with the Brotherhood of Locomotive Engineers and Trainmen (“BLET”) have filed four letters in support of the proposed voting trust with the Surface Transportation Board (“STB”). These letters were filed as part of the STB’s public comment period for its review of the CN-KCS voting trust, which will close at midnight today. These letters underscore the significant benefits for organized labor from a CN-KCS combination.
These local BLET committees represent CN employees in locations from the Canadian border to the Gulf of Mexico who have a direct interest in the proposed pro-competitive CN-KCS combination. The letters express support for CN and KCS’ voting trust from officers including the General Chairmen of BLET General Committees of Adjustment 360, 390 and 910, which collectively represent more than 1,700 locomotive engineers on CN’s United States rail operating subsidiaries and approximately 200 engineers working on KCS.
With the submission of these four letters, BLET adds to the significant labor organization support for the approval of CN-KCS’ proposed voting trust. CN-KCS have noted earlier letters of support for the voting trust from officers including the General Chairmen of SMART-TD General Committees of Adjustment 377, 433, and 987, which collectively represent over 1,800 conductors on CN’s United States rail operating subsidiaries, as well as International Brotherhood of Boilermakers (“IBB”), one of the oldest unions in the United States representing more than 50,000 skilled craftsmen and craftswomen and industrial workers throughout the United States and Canada.
The plain vanilla voting trust proposed by CN and KCS, which is identical to the CP trust approved by the STB, 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.
CN and KCS have taken additional steps to reinforce the pro-competitive nature of their combination beyond the scope of the voting trust approval. Specifically, CN will divest 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. CN and KCS have also agreed to preserve existing route options by keeping gateways open on commercially reasonable terms. The proposed CN-KCS combination represents a pro-competitive solution that offers unparalleled opportunities for customers, employees, shareholders, the environment and the North American economy.
As a larger continental enterprise with complementary routes and an enhanced platform for revenue growth, capital investment and job creation, the combined company would be well positioned to create new growth opportunities for key stakeholders. CN is committed to working with KCS’ management team to create new jobs up and down the line.
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 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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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
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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VANCOUVER, British Columbia--(BUSINESS WIRE)--$AMZN #Electronics--Lomiko Metals Inc. (“Lomiko”) (TSX-V: LMR, OTC: LMRMF, FSE: DH8C) investment SHD Smart Home Devices Ltd. (www.shddevices.com) has been awarded a new patent #11063396 from the United States Patent and Trademark Office for its IoT Power Hub wall-mounted receptacle. The publication date for the patent is July 15, 2021. Lomiko Metals Inc. 100% owned subsidiary Lomiko Technologies Inc. is the owner of 18.15% of SHD Smart Home Devices Ltd. (www.shddevices.com) and 40% of Graphene Energy Storage Devices. This is an excellent development for SHD and opens up licensing and manufacturing opportunities. SHD continues to investigate licensing and manufacturing opportunities and aims to complete Underwriters Laboratory (UL) certification for the product and continues research and development of products related to power conversion, heat management and electric vehicle charging equipment.
"SHD has an incredible opportunity to participate in a burgeoning IoT and Smart Device market.", stated A. Paul Gill, CEO., "Major companies such as Leviton, Legrand, Pass and Seymour and others have recognized this new market and have launched similar devices."
In order to focus on its battery materials properties in Quebec, Lomiko Metals entered into an agreement to sell it’s 100% interest in Lomiko Technologies Inc. to Promethieus Technologies Inc. (Canada) (www.promethieus.com) for $ 1,236,625 on August 6, 2020. Promethieus Technologies Inc. (Canada) plans to merge with Promethieus Technologies NV and the resulting company aims to list on the DCSX to seek further funding to develop both SHD and Graphene ESD. Lomiko would retain 20% interest in the resulting issuer and be reimbursed $ 152,858 in expenses paid by Lomiko on behalf of Promethieus Technologies Ltd. The transaction was due to complete by June 30, 2021 but that target date has not been met due to delays related to COVID 19. A new resolution to extend the time frame of the sale will be presented to the next Annual General Meeting.
Mobile phone manufacturers such as Samsung and Apple have already made the decision not to include charge adapters in the retail box with new phones. The patented IoT Power Hub has 6 USB charge points and 2 traditional plug outlets, providing capability to charge up to 8 electronic devices from one receptacle. Furthermore, the patented design has the USB ports situated on the sides of the device allowing all USB outlets to be used simultaneously without obstructing the plug outlets. This is a problem that many competing options with front mount USB outlets face. The devices also greatly reduces the wasted energy from over-heated power-converters created from less than optimal chargers. SHD is a company jointly launched by Lomiko Technologies and MegaHertz Power Systems Ltd. February 16, 2016, focused on Internet of Things (IoT) devices and EV charging solutions. SHD will continue to execute on its plans to develop, contract manufacture, distribute and sell its Chargers and related devices.
There are currently 130 million established households in North America and a healthy seasonally adjusted annualized rate of 1.3 million housing starts. In addition, offices, hotels and coffee shops are also potential markets for USB charging devices. If only one or two USB charging devices are installed in new homes and retro-fitted into current homes undergoing renovations, there will be a healthy demand for these IoT products. SHD plans to enter into negotiations with IoT distributors to sell the IoT power outlets and other related devices in North American markets. Lomiko will share its network of industry connections to help grow the venture and then enjoy the SHD equity multiplier without being burdened with any engineering, new product development, IP or associated marketing costs as the IoT power outlet and additional suite of IoT products are rolled out.
For more information on Lomiko Metals, review the website at www.lomiko.com, contact A. Paul Gill at 604-729-5312 or email: This email address is being protected from spambots. You need JavaScript enabled to view it..
On Behalf of the Board
“A. Paul Gill”
Chief Executive Officer
We seek safe harbor.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
A. Paul Gill
604-729-5312
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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 22nd, 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:
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
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