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Sivers Semiconductors intends to carry out a directed share issue

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS.  THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SIVERS SEMICONDUCTOR AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

NEW YORK, Jan. 15, 2025 /PRNewswire/ — Sivers Semiconductors AB (“Sivers Semiconductors” or the “Company”) hereby announces its intention to carry out a directed issue of ordinary shares corresponding to approximately SEK 105 million, to Swedish and international institutional, and other qualified, investors, through an accelerated book-building procedure (the “Directed Share Issue”). Sivers Semiconductors has appointed Pareto Securities AB to act as Sole Manager and Bookrunner in connection with the Directed Share Issue (the “Manager”).

The Directed Share Issue

The Directed Share Issue is intended to be carried out with deviation from the shareholders preferential rights and is resolved upon by the Board of Directors, partly pursuant to the authorization granted by the annual general meeting on 15 May 2024 and partly subject to subsequent approval by an extraordinary general meeting. Therefore, the Directed Share Issue is divided into two separate tranches. The first tranche will consist of up to 26,100,000 shares that may be issued within the authorization resolved by the annual general meeting on 15 May 2024 (“Tranche 1”). The second tranche will be issued to certain members of the board of directors and management of the Company, as well as a pre-agreed investor (“Tranche 2”). Tranche 2 is subject to approval from the subsequent extraordinary general meeting (the “EGM”). Notice to the EGM will be published through a separate press release. The completion of Tranche 1 is not conditional upon the completion of Tranche 2 and settlement is expected to take place on or about 20 January 2025 on a delivery versus payment basis. The Directed Share Issue will encompass shares corresponding to approximately SEK 105 million in total.

Members of the board and management of the Company will not participate in the accelerated bookbuilding process for Tranche 1. Due to Chapter 16 of the Swedish Companies Act (2005:551) (the so-called Leo rules), any portion of the Directed Share Issue that may potentially be allocated to members of the board and management of the Company will require approval from an extraordinary general meeting with the support of at least nine tenths of both the votes cast and the shares represented at the meeting. As a result, any portion of the Directed Share Issue potentially allocated to members of the board and management of the Company will be included in Tranche 2. Additionally, an external investor has indicated their interest to participate in Tranche 2 provided that the Board of Directors resolves on the Directed Share Issue.

The subscription price and allocation of shares in the Directed Share Issue will be determined through an accelerated bookbuilding procedure regarding Tranche 1, which will commence immediately after publication of this press release and is expected to end prior to the commencement of trading on Nasdaq Stockholm on 16 January 2025. The total number of shares issued, the subscription price and allotment in the accelerated bookbuilding procedure will be determined by Sivers Semiconductors in consultation with the Manager. The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed. The bookbuilding procedure can, if the Company or the Manager chooses to do so, end earlier or later and can at any time be cancelled, thus the Company can, in whole or in part, refrain from executing the Directed New Share Issue.

The Company has outstanding debt amounting to SEK 132 million, of which SEK 119 million with Fenja Capital and partners, maturing on 30 May 2025. Fenja Capital and partners have the right to request a rights issue upon default if no other arrangements can be agreed upon. Sivers Semiconductors is in discussions with both existing and potential new lenders regarding the refinancing of the outstanding debt facility. The remaining SEK 13 million falls due at the completion of the Directed Share Issue.

Background and reasons

The proceeds from the Directed Share Issue are intended to be used to as follows: i) supporting essential customer product development efforts to meet specific client requirements and drive tailored solutions, ii) facilitating key product and process qualifications and manufacturing readiness to ensure seamless production ramp support with quality and compliance, iii) establishing and strengthening sales and applications support in the US to capture growth opportunities in a key geography, and iv) launching a broad market product portfolio to enhance core offerings and expand market reach.

Deviation from the shareholders’ pre-emptive rights

In respect of the proposed share issue, the Board of Directors of the Company has made an overall assessment and carefully considered the possibility of raising capital through a share issue with preferential rights for the Company’s shareholders. The Board of Directors considers that the reasons for deviating from the shareholders’ preferential rights are (i) to diversify and strengthen the Company’s shareholder base with institutional investors in order to enhance the liquidity of the Company’s shares, (ii) that a rights issue would take significantly longer to implement and entail a higher risk of a negative effect on the share price, especially in light of the current volatile and challenging market conditions, and (iii) that the implementation of a directed share issue can be done at a lower cost and with less complexity than a rights issue. Considering the above, the Board of Directors has made the assessment that a directed new issue of ordinary shares with deviation from the shareholders’ preferential rights is the most favorable alternative for the Company to carry out the capital raising.

As the subscription price in the Directed Share Issue will be determined through a book building procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.

Extraordinary general meeting

Provided that the Board of Directors resolves on the Directed Share Issue, a notice of an extraordinary general meeting will be published to approve Tranche 2, which is not based on the authorization of the annual general meeting. The notice is expected to be published shortly after the announcement of the result of the accelerated book building procedure.

Lock-up undertakings

Subject to the completion of the Directed Share Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 180 calendar days after the closing of the Directed Share Issue. In addition, shareholding members of the Board of Directors and the executive management of Sivers Semiconductors have agreed not to sell any shares in the Company for a period of 90 days after the closing of the Directed Share Issue, subject to customary exceptions.

Advisers
Pareto Securities AB is acting as Sole Manager and Bookrunner and Setterwalls Advokatbyrå AB is legal adviser to the Company connection with the Directed Share Issue.

For more information, please contact:
Vickram Vathulya
CEO, Sivers Semiconductors
Phone: +46 (0)8 703 68 00
Email: ir@sivers-semiconductors.com

This information is such insider information that Sivers Semiconductors AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 15 January 2025 at 17:31 CET.

About Sivers Semiconductors

We are Critical Enablers of a Greener Data Economy with Energy Efficient Photonics & Wireless Solutions. Our differentiated high precision laser and RF beamformer technologies help our customers in key markets such as AI Data Centers, SATCOM, Defense and Telecom solve essential performance challenges while enabling a much greener footprint. Visit us at: www.sivers-semiconductors.com. (SIVE.ST)

Important information

This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), United States, Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Directed Share Issue is being made in the United States, Sweden or elsewhere.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Pareto Securities AB, or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, Pareto Securities AB or any of their respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Pareto Securities AB to inform themselves about, and to observe, such restrictions.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Directed Share Issue. Any investment decision to buy shares in the Directed Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by Pareto Securities AB.

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.  

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.  As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

 

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/sivers-semiconductors/r/sivers-semiconductors-intends-to-carry-out-a-directed-share-issue,c4091942

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Sivers – Intends to carry out a directed new share issue – 2025-01-15

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SOURCE Sivers Semiconductors

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GAIMIN Achieves ISO Certification, Setting a New Benchmark in the DePIN Industry

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ZUG, Switzerland, Jan. 15, 2025 /CNW/ – GAIMIN, a global leader in decentralized computing and blockchain technology, proudly announces its ISO certification achievement. This milestone establishes GAIMIN publicly as one of the very few—if not the first—Decentralized Physical Infrastructure Network (DePIN) companies to receive such a globally recognized standard, underscoring its commitment to security, quality, and operational excellence.

Pioneering Standards in Decentralized Computing

The International Organization for Standardization (ISO) certification is a hallmark of excellence, demonstrating compliance with stringent global standards. For GAIMIN, this certification validates its efforts to build a secure, scalable, and reliable decentralized infrastructure that transforms the gaming and blockchain industries.

“This ISO certification underscores our position as a trailblazer in the DePIN sector. It reflects our unyielding commitment to building secure, reliable, and innovative solutions that redefine decentralized infrastructure and inspire confidence among our partners and users,” said Martin Speight, CEO of GAIMIN. “This accomplishment sets a new standard for decentralized networks and positions us as a trusted organization for enterprises, developers, and gamers worldwide.”

What the Certification Means for GAIMIN and the Industry

GAIMIN’s ISO certification reflects the rigorous adherence to the international standards of ISO 27001 (Information Security Management Systems). This certification reinforces:

Enhanced Security: Ensuring robust protection of user data and decentralized operations.Operational Excellence: Delivering reliable and high-performing services across GAIMIN’s platforms.Global Trust: Assuring partners, users, and stakeholders that GAIMIN operates with the highest professionalism and care.

In an industry often associated with unregulated ecosystems, GAIMIN’s certification sets a precedent, highlighting the importance of compliance and accountability in decentralized infrastructures.

A Milestone for the DePIN Ecosystem

As a pioneer in the DePIN space, GAIMIN’s achievement marks a significant advancement for the industry and sets a standard for other players. Decentralized Physical Infrastructure Networks are at the forefront of technological innovation, leveraging distributed computing resources to power applications across gaming, AI, and blockchain. By obtaining ISO certification, GAIMIN elevates the credibility and viability of DePINs, paving the way for wider adoption and integration.

This accomplishment also positions GAIMIN as a benchmark for emerging companies in the DePIN space, urging the industry to prioritize security, efficiency, and quality.

What’s Next for GAIMIN?

The ISO certification is only the beginning of GAIMIN’s ambitious roadmap. Building on this foundation, the company plans to:

Expand Partnerships: Leverage its certification to collaborate with global leaders in the gaming, blockchain, and cloud technology sectors.Enhance User Experience: Roll out new features and improvements across its platforms to ensure seamless and secure user interactions.Drive Innovation: Invest in cutting-edge research to advance decentralized computing, AI tools, and blockchain gaming ecosystems.Scale Globally: Strengthen its presence in international markets, attracting more users and developers to its secure, ISO-certified infrastructure.

“This milestone signifies not only GAIMIN’s dedication to excellence but also its role as a trailblazer in shaping the future of decentralized technology,” Speight added. “We’re committed to setting the highest standards for ourselves and inspiring the industry to follow suit.”

About GAIMIN

GAIMIN is a tech ecosystem revolutionizing decentralized computing by enabling gamers to monetize their idle computing power, providing a vast resource base to supply the global demand for cloud computing. Its platform supports a robust ecosystem that includes blockchain-powered applications, AI-powered tools, and tokenized rewards, all underpinned by a secure and scalable infrastructure. With its ISO certification, GAIMIN reinforces its mission to deliver innovative and reliable solutions to its global community.

Media Contact

Andrew Faridani
Chief Marketing Officer (CMO)
andrew@gaimin.io

GAIMIN
Email: info@gaimin.io
Phone: +41 41 711 9325
Website: https://www.gaimin.io/

For editors: GAIMIN’s achievement is a landmark event for the DePIN sector. For interviews, images, or further information, please contact the media team directly: andrew@gaimin.io

SOURCE Gaimin

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DuPont Provides Update on Separation Plans, Reaffirms Financial Guidance

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Accelerates the tax-free spin-off of its Electronics business, now targeting November 1, 2025DuPont to retain the Water business within its portfolioReaffirms fourth quarter and full year 2024 net sales, operating EBITDA and adjusted EPS financial guidance ahead of its February 11th earnings call

WILMINGTON, Del., Jan. 15, 2025 /PRNewswire/ — DuPont (NYSE:DD) today announced the acceleration of the separation of its Electronics business and is now targeting November 1, 2025 to complete the transaction. This decision recognizes the size and importance of Electronics to the overall shareholder value creation opportunity and DuPont’s desire to complete the separation as quickly as possible.

Additionally, DuPont no longer intends to separate its Water business. The company evaluated all strategic alternatives and concluded the best path to generate value is for the Water business to remain in the DuPont portfolio. This also enhances DuPont’s ability to continue optimizing its portfolio following the Electronics separation.

“We remain confident in the opportunity to create significant shareholder value through the separation of the Electronics business,” said Ed Breen, DuPont Executive Chairman. “Achieving an independent Electronics company as soon as possible is the right decision for our shareholders.”

“We remain excited about the value creation opportunity for DuPont following the Electronics separation,” added Lori Koch, DuPont Chief Executive Officer. “The decision for Water to remain with DuPont provides the new organization with greater strategic flexibility over time and another high growth business alongside Healthcare. We continue to have conviction in the attractive outlook for Water and expect 2025 to be a strong year for the business.” 

Reaffirms Fourth Quarter and Full Year 2024 Financial Outlook

DuPont reaffirms its fourth quarter and full year 2024 financial guidance for net sales, operating EBITDA and adjusted EPS as provided on November 5, 2024 as part of its third quarter earnings release, including the expected continued improved performance in Water.

About DuPont
DuPont (NYSE: DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. More information about the company, its businesses and solutions can be found at www.dupont.com. Investors can access information included on the Investor Relations section of the website at investors.dupont.com.

DuPont™ and all products, unless otherwise noted, denoted with ™, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.

Overview
On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders. On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”). DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont’s Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing. 

Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target, “outlook,” “stabilization,” “confident,” “preliminary,” “initial,” and similar expressions and variations or negatives of these words. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding outlook, expectations and guidance. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of DuPont to effect the Intended Electronics Separation and to meet the conditions related thereto; (ii) the possibility that the Intended Electronics Separation will not be completed within the anticipated time period or at all; (iii) the possibility that the Intended Electronics Separation will not achieve its intended benefits; (iv) the impact of Intended Electronics Separation on DuPont’s businesses and the risk that the separation may be more difficult, time-consuming or costly than expected, including the impact on DuPont’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Intended Electronics Separation; (vi) the uncertainty of the expected financial performance of DuPont or the separated company following completion of the Intended Electronics Separation; (vii) negative effects of the announcement or pendency of the Intended Electronics Separation on the market price of DuPont’s securities and/or on the financial performance of DuPont; (viii) the ability to achieve anticipated capital structures in connection with Intended Electronics Separation, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Intended Electronics Separation; (x) the ability to achieve anticipated tax treatments in connection with the Intended Electronics Separation and completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; (xi) risks and uncertainties related to the settlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours, Corteva, EIDP and DuPont; (xii) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and among DuPont, Corteva and Chemours, including the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; and changes in laws and regulations applicable to PFAS chemicals; (xiii) indemnification of certain legacy liabilities; (xiv) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Intended Electronics Separation and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; (xv) the risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; (xvi) timing and recovery from demand declines in consumer-facing markets, including in China; (xvii) adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions; and other factors beyond DuPont’s control, including inflation, recession, military conflicts, natural and other disasters or weather-related events, that impact the operations of DuPont, its customers and/or its suppliers; (xviii) the ability to offset increases in cost of inputs, including raw materials, energy and logistics; (xix) the risks associated with demand and market conditions in the semiconductor industry and associated end markets, including from continuing or expanding trade disputes or restrictions, including on exports to China of U.S.-regulated products and technology; (xx) the risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy, including the actual conduct of DuPont’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; (xxi) other risks to DuPont’s business and operations, including the risk of impairment; (xxii) the possibility that DuPont may fail to realize the anticipated benefits of the $1 billion share repurchase program announced on February 6, 2024 and that the program may be suspended, discontinued or not completed prior to its termination on June 30, 2025; (xxiii) the risks associated with the termination of the previously announced plan to separate DuPont’s Water business; and (xxiv) other risk factors discussed in DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Non-GAAP Financial Measures
Operating EBITDA and adjusted EPS are considered non-GAAP financial measures. DuPont’s management believes these non-GAAP financial measures are useful to investors because they provide additional information related to the ongoing performance of DuPont to offer a more meaningful comparison related to future results of operations. For more information on how DuPont defines and uses these measures, please see “Non-GAAP Financial Measures” in the Investor Overview presentation available in the Investors section of  www.dupont.com.

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SOURCE DuPont

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Haivision Announces Results for the Three Months and Full Year Ended October 31, 2024

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MONTREAL, Jan. 15, 2025 /PRNewswire/ – Haivision Systems Inc. (“Haivision” or the “Company”) (TSX: HAI), a leading global provider of mission critical, real-time video networking and visual collaboration solutions, today announced its results for the fourth quarter and full year ended October 31, 2024.

We are very happy about our 2024 performance and the completion of our 2-year plan to significantly increase our EBITDA performance,” said Mirko Wicha, President and CEO of Haivision. “With the impact of the US Navy contract and preparing for some exciting new product introductions throughout fiscal 2025, we expect to revert back to our historical revenue growth of 15+% in 2026.” added Mr. Wicha.

Fiscal 2024 Financial Results

Revenue of $129.6 million, down $10.3 million from the prior fiscal year, partially the result of delays in the U.S. federal budget approvals and resulting changes in buying behavior, but also reflects our transformation from the system integrator to manufacturer in the control room market, our departure from the house of worship business, and our success in long-term rentals.Gross Margins* were 73.1%, a notable improvement from 70.5% for the prior fiscal year.Total expenses were $89.2 million, a decrease of $8.2 million from prior fiscal year.Operating profit was $5.5 million, a $4.3 million or 346% improvement from the prior fiscal year.Adjusted EBITDA* was $17.3 million, a $2.6 million or 17% improvement from the prior fiscal year.Adjusted EBITDA Margins* was 13.4%, a significant improvement when compared to 10.6% for the same prior year period.Net income was $4.7 million, a $6.0 million or 371% improvement from prior fiscal year.

Q4 2024 Financial Results

Revenue of $30.1 million, down $5.6 million from the prior year comparative period, partially the result of delays in the U.S. budget approval, but also reflects our transformation from the system integrator to manufacturer in the control room market.Gross Margins* were 73.0%, compared to 74.4% for the same prior year period.Total expenses were $21.8 million, a decrease of $1.2 million, from the same prior year period.Operating profit was $0.2 million, compared to 3.6 million from the same prior year period.Adjusted EBITDA* was $2.9 million, compared to $5.7 million from the prior year period.Adjusted EBITDA Margins* was 9.8%, compared to 15.9% for the same prior year period.Net income was $2.1 million, compared to $2.5 million for the same prior year period.

Recent Company Highlights

Awarded the IBC Innovation Award for its live video contribution solution over private 5G networks at the summer games in Paris.Haivision joins consortium with Airbus Defense and Space to develop new technologies for rapid, secure, and reliable communications.Haivision MCS awarded US$61.2 million (CAD$82 million) production agreement by U.S. Navy for next-generation combat visualization and video distribution systems.Haivision collaborates with Shield AI to bring together full-motion video with AI object detection for defense and ISR applications.France Television provides exclusive coverage of the Paris 2024 Olympic surfing competition with Haivision’s private 5G video transmission ecosystem.Celebrated its 20-years anniversary as a leader and innovator in mission critical live video.Unveiled Hub 360, a cloud-based master control solution that streamlines live production workflows.Published its fifth annual Broadcast Transformation Report, highlighting the state of technology adoption in the broadcast industry.Awarded “Single/Dual-Stream Encoding Hardware” and “Best On-Prem Encoding/ Transcoding Solution” for the Makito X4 by Streaming Media Readers’ Choice Awards.Joined the Panasonic Partner Alliance for live video production workflows with Kairos; joined the Sony Cloud Production Platform for low latency live video in the cloud; and partnered with Grabyo, a London-based live cloud production platform, enabling integrated solution for live multi-camera productions.

“We didn’t see the typical ‘bounce’ in fourth quarter revenue that we typically see from the U.S. Government year-end spending. There seems to be significant changes in the buying behavior of the Department of Defense and the U.S. Government which is likely related to to the U.S. Congress’ need for continuing resolutions. Said Dan Rabinowitz, Chief Financial Officer and EVP, Operations.  Fortunately, our restructuring efforts have resulted in a cost structure that can ‘weather’ these changing buying behaviors. Despite the changing nature of our product offering and delays in typical government purchases, Haivision’s Adjusted EBITDA in FY2024 grew by over 17%.”

Financial Results

Revenue for the three months and full-year ended October 31, 2024 was $30.1 million and $129.5 million, respectively modest decrease when compared to the prior year comparative periods.  Revenues were impacted by delays in the approval of a U.S. Federal spending bill which, in turn, delayed certain procurement process; our transition away from the integrator model in the control room space, which historically offered lower-margined, third-party components; the long-term rental program which offers a recurring revenue model and enhanced margins in our transmitter business; and the departure from the house of worship market in fiscal 2023, all of which may make direct comparisons of year-over-year performance more difficult.

Gross Margin* for the three months and full year ended October 31, 2024 was 73.0% and 73.1%, respectively compared to 74.4% and 70.5% for the prior year comparable periods. Gross Margin* were positively impacted by our decision to exit the managed services business; transitioning away from the integrator model in the control room market, decreases in the incremental costs of components procured during the worldwide component shortage, and general supply chain improvements – particularly related to Aviwest and Haivision MCS.   

Total expenses for the three months and full year ended October 31, 2024 were $21.8 million and $89.2 million, respectively representing decrease of $1.2 million and $8.2 million when compared to from the prior year comparative periods, largely the result of recently completed restructuring efforts. 

The result of these Gross Margin* improvements and lower total expenses was operating profits for the three months and full year ended October 31,, 2024 of $0.2 million and $5.5 million, respectively.  Whereas operating profit for the three months ended October 31, 2024 decreased $3.4 million from the prior year comparative period, for fiscal 2024, operating profit was $5,5 million representing an improvement of $4.3 million (or 345%)  when compared to fiscal 2023. Adjusted EBITDA* for the three months ended October 31, 2024 was $2.9 million a decrease of $2.8 million from the prior year comparative period.  However, Adjusted EBITDA* for fiscal 2024 was $17.3 million an  increase of $2.6 million (or 17%) from prior fiscal year. Adjusted EBITDA Margins* for the three months ended October 31, 2024, was 9.8% compared to 15.9% in the prior year comparative period.  Adjusted EBITDA Margins* for fiscal 2024, was 13.4% compared to 10.6% for fiscal 2023.

Net income for the three months ended October 31, 2024, was $2.1 million, a modest $9,5 million decrease from the prior year comparative period, but net income for the full fiscal year was  $4.7 million an increase of $6.0 million from the prior year loss of $1.3 million.

 *Measures followed by the suffix “*” in this press release are non-IFRS measures. For the relevant definition, see “Non-IFRS Measures” below. As applicable, a reconciliation of this non-IFRS measure to the most directly comparable IFRS financial measure is included in the tables at the end of this press release and in the Company’s management’s discussion and analysis for the three months and full year ended October 31, 2024.

Conference Call Notification

Haivision will hold a conference call to discuss its fourth quarter and full year financial results on Wednesday, January 15, 2025 at 5:15 pm (ET). To register for the call, please use this link https://registrations.events/direct/Q4I334142.  After registering, a confirmation will be sent through email, including dial in details and unique conference call codes for entry.

Financial Statements, Management’s Discussion and Analysis and Additional Information 

Haivision’s consolidated financial statements for the full year ended October 31, 2024 (the “2024 Financial Statements”), the management’s discussion and analysis thereon and additional information relating to Haivision and its business can be found under Haivision’s profile on SEDAR+ at www.sedarplus.ca. The financial information presented in this release was derived from the 2024 Financial Statements.

Forward-Looking Statements

This release includes “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws, including, without limitation, statements regarding the Company’s growth opportunities and its ability to execute on its growth strategy. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on opinions, assumptions and estimates that, while considered reasonable by Haivision as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under “Risk Factors” in the Company’s latest annual information form, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect Haivision. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Haivision undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

Non-IFRS Measures

Haivision’s consolidated financial statements for the fourth quarter and full year ended October 31, 2024 are prepared in accordance with International Financial Reporting Standards (“IFRS”).  As a compliment to results provided in accordance with IFRS, this press release makes reference to certain (i) non-IFRS financial measures, including “EBITDA”, and “Adjusted EBITDA”, (ii) non-IFRS ratios including “Adjusted EBITDA Margin”, and (iii) supplementary financial measures including “Gross Margins” (collectively “non-IFRS measures”). These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors, and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. For information on the most directly comparable financial measure disclosed in the primary financial statements of Haivision, composition of the non-IFRS measures, a description of how Haivision uses these measures and an explanation of how these measures provide useful information to investors, refer to the “Non-IFRS Measures” section of the Company’s management’s discussion and analysis for the three months and full year ended October 31, 2024, dated January 15, 2025, available on the Company’s SEDAR+ profile at www.sedarplus.ca, which is incorporated by reference into this press release. As applicable, the reconciliations for each non-IFRS measure are outlined below. Non-IFRS measures should not be considered as alternatives to net income or comparable metrics determined in accordance with IFRS as indicators of the Company’s performance, liquidity, cash flow and profitability.

About Haivision

Haivision is a leading global provider of mission-critical, real-time video streaming and visual collaboration solutions. Our connected cloud and intelligent edge technologies enable organizations globally to engage audiences, enhance collaboration, and support decision making. We provide high quality, low latency, secure, and reliable live video at a global scale. Haivision open sourced its award-winning SRT low latency video streaming protocol and founded the SRT Alliance to support its adoption. Awarded four Emmys® for Technology and Engineering from the National Academy of Television Arts and Sciences, Haivision continues to fuel the future of IP video transformation. Founded in 2004, Haivision is headquartered in Montreal and Chicago with offices, sales, and support located throughout the Americas, Europe, and Asia. Learn more at haivision.com. 

Thousands of Canadian dollars (except per share amounts)

Three months ended

October 31,

Full year ended

October 31,

2024

2023

2024

2023

($)

($)

($)

($)

Revenue

30,144

35,724

129,537

139,857

Cost of sales

8,142

9,139

34,851

41,272

Gross profit

22,002

26,585

94,686

98,585

Expenses

Sales and marketing

6,955

6,978

27,332

30,318

Operations and support

3,982

4,184

15,886

15,593

Research and development

6,782

6,292

27,521

28,834

General and administrative

3,389

4,867

16,177

18,902

Share-based payment

663

617

2,290

2,162

Restructuring costs

1,546

21,771

22,938

89,205

97,355

Operating Profit (loss)

231

3,647

5,481

1,230

Financial expenses

202

401

951

1,738

Income (loss) before income taxes

29

3,246

4,530

(508)

Income taxes (recovery)

Current

(1,593)

1,755

2,845

1,512

Deferred

(433)

(1,038)

(3,013)

(754)

(2,026)

717

(168)

757

Net income (loss)

2,055

2,529

4,699

(1,265)

Other comprehensive income (loss)

Foreign currency translation adjustment

1,036

3,251

811

3,248

Comprehensive income (loss)

3.091

5,780

5,510

1,983

Net income (loss) per share:

       Basic

$0.07

$0.09

$0.16

$(0.04)

       Diluted

$0.07

$0.08

$0.16

$(0.04)

 Weighted average number of shares outstanding

       Basic

28,595,978

29,004,453

28,954,290

28,974,325

       Diluted

29,715,509

30,099,686

30,017,186

28,974,325

Thousands of Canadian dollars

As at

October 31,
2024

October 31,
2023

$

$

Assets

Current assets

             Cash

16,471

8,285

             Trade and other receivables

23,843

26,113

             Investment tax credits receivable

1,941

2,238

             Inventories

14,926

18,930

             Prepaid expenses and deposits

4,035

4,043

61,216

59,609

Property and equipment

4,241

3,900

Right-of-use assets

4,669

7,494

Intangible assets

11,241

17,668

Goodwill

46,721

46,219

Non-refundable investment tax credits receivable

6,523

5,602

Deferred income taxes

6,704

3,599

80,099

84,482

141,315

144,091

Liabilities

Current liabilities

            Line of credit

2,227

4,685

            Trade and other payables

16,371

17,534

            Restructuring costs payable

240

             Purchase price payable

204

            Income taxes payable

625

659

            Current portion of lease liabilities

1,380

1,688

            Current portion of term loans

1,150

964

            Deferred revenue

14,245

12,104

35,998

38,078

Lease liabilities

4,047

6,738

Long term debt

1,463

2,101

Deferred revenue

3,011

3,021

44,520

49,938

Equity

Share capital

88,742

90,902

Retained earnings

(6,110)

(9,997)

Share-based compensation and other reserves

5,399

5,295

Cumulative translation adjustment

8,764

7,953

96,796

94,153

141,315

144,091

Thousands of Canadian dollars

Three months ended

 October 31,

Full year ended

October 31,

2024

2023

2024

2023

($)

($)

($)

($)

Net Income (loss)

2,055

2,529

4,699

1,265

Income Taxes

(2,026)

717

(168)

757

Income (loss) before income taxes

29

3,246

4,531

(508)

Depreciation

727

772

3,289

3,087

Amortization

1,320

660

6,267

6,750

Financial expenses

202

401

951

1,738

EBITDA(1)

2,278

5,079

15,038

11,067

Share-based payments (LTIP)

663

617

2,290

2,162

Restructuring costs

1,546

Adjusted EBITDA(1)

2,941

5,696

17,328

14,775

Adjusted EBITDA Margin(1)

9.8 %

15.9 %

13.4 %

10.6 %

____________________________

Note:

(1) Non-IFRS measure. See “Non-IFRS Measures.”

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SOURCE Haivision Systems Inc.

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