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Constellation Brands Announces Tender Offers for Outstanding Series of Its 3.20% and 4.25% Senior Notes Due 2023

VICTOR, N.Y., May 02, 2022 (GLOBE NEWSWIRE) — Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced today that it has commenced a series of cash tender offers (the “Offers”) for any and all of its outstanding 3.20% Senior Notes due 2023 and 4.25% Senior Notes due 2023 (collectively, the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). The Offer to Purchase and the Notice of Guaranteed Delivery are referred to together as the “Offer Documents.”

Certain information regarding the Notes and the pricing for, and dates and times relating to, the Offers is set forth in the tables below.

Title of Note CUSIP Number Principal Amount
Outstanding
U.S. Treasury
Reference Security
Bloomberg
Reference Page
Fixed Spread
3.20% Senior Notes due 2023 21036PAX6 $         600,000,000 1.500% UST due
January 15, 2023
FIT3 12.5 bps
4.25% Senior Notes due 2023* 21036PAL2 $         1,050,000,000 1.625% UST due
April 30, 2023
FIT4 50.0 bps

*  Denotes a series of Notes for which the calculation of the Tender Offer Consideration (as defined below) will be determined on the maturity date of such series of Notes.

Commencement Date May 2, 2022
Price Determination Date 11:00 a.m., New York City time, on May 6, 2022, unless extended
Withdrawal Deadline 5:00 p.m., New York City time, on May 6, 2022, unless extended
Expiration Time 5:00 p.m., New York City time, on May 6, 2022, unless extended
Acceptance Date May 9, 2022, unless extended
Expected Settlement Date May 9, 2022
Expected Deadline for Guaranteed Delivery 5:00 p.m., New York City time, on May 10, 2022, unless extended
Expected Guaranteed Delivery Settlement Date May 11, 2022

Holders must validly tender (and not validly withdraw) their Notes, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes, at or before the Expiration Time (as defined below) in order to be eligible to receive the applicable Tender Offer Consideration. In addition, holders whose Notes are validly tendered pursuant to the Offers (and not validly withdrawn) prior to the Expiration Time and accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the applicable Notes. The Company expects the Settlement Date to occur on May 9, 2022. Notes validly tendered pursuant to the Notice of Guaranteed Delivery (and not validly withdrawn) prior to the Expiration Time and accepted for purchase will be purchased on the third business day after the Expiration Time, which is expected to be May 11, 2022, assuming the Expiration Time is not extended, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The Offers will expire at 5:00 p.m., New York City time, on May 6, 2022 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. Holders of the Notes may withdraw their validly tendered Notes at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.

The Company’s obligation to accept for purchase and to pay for Notes validly tendered pursuant to the Offers (and not validly withdrawn) prior to the Expiration Time is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Company’s successful completion of an offering of its new senior notes separately disclosed today. Holders of the Notes are urged to read the Offer Documents carefully before making any decision with respect to the Offers.

The applicable “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered pursuant to the Offers (and not validly withdrawn) prior to the Expiration Time and accepted for purchase will be determined in the manner described in the Offer Documents by reference to the applicable fixed spread for such Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 11:00 a.m., New York City time, on May 6, 2022, unless extended.

To the extent that all of the outstanding Notes are not tendered and purchased in the Offers, the Company may, but is not obligated to, use a portion of any remaining net proceeds from the offering of new senior notes to redeem all or a portion of the remaining Notes.

The Company has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and information agent for the Offers and BofA Securities as the dealer manager for the Offers.

Holders who would like additional copies of the Offer Documents may call or email the information agent, D.F. King, at (212) 269-5550 (collect) or (800) 949-2583 (toll-free) or stz@dfking.com. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/stz. Questions regarding the terms of the Offers should be directed to BofA Securities at (888) 292-0070 (toll free) or (980) 387-3907 (collect).

None of the Company, its board of directors, BofA Securities, D.F. King, or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender their Notes pursuant to the Offers.

This press release is for informational purposes only and shall not constitute an offer to buy or a solicitation of an offer to sell any securities. This press release does not describe all the material terms of the Offers, and no decision should be made by any holder on the basis of this press release. The Offers are being made solely pursuant to the Offer Documents, and this press release must be read in conjunction with the Offer Documents. The Offer Documents contain important information that should be read carefully before any decision is made with respect to the Offers. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company by BofA Securities or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. If any holder is in any doubt as to the contents of this press release, or the Offer Documents, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser.

ABOUT CONSTELLATION BRANDS

Constellation Brands is an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Constellation’s brand portfolio includes Corona Extra, Modelo Especial, the Robert Mondavi Brand Family, Kim Crawford, Meiomi, The Prisoner Wine Company, and High West Whiskey.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements which are not historical facts and relate to future plans, events, or performance are forward-looking statements that are based upon management’s current expectations and are subject to risks and uncertainties. The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that such events or results will in fact occur. All forward-looking statements speak only as of the date of this press release and Constellation Brands undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Detailed information regarding risk factors with respect to the company and the new senior notes offering are included in the company’s filings with the SEC, including the prospectus and prospectus supplement for the senior notes offering.

MEDIA CONTACTS INVESTOR RELATIONS CONTACTS
Mike McGrew 773-251-4934 / michael.mcgrew@cbrands.com

Amy Martin 585-678-7141 / amy.martin@cbrands.com

Patty Yahn-Urlaub 585-678-7483 / patty.yahn-urlaub@cbrands.com

A downloadable PDF copy of this news release can be found here: http://ml.globenewswire.com/Resource/Download/7352d731-7343-4092-9e0b-ec59e55c6667

Junshi Biosciences and Coherus Receive Complete Response Letter from U.S. FDA for Toripalimab BLA

– The CRL requests a quality process change Junshi Biosciences and Coherus believe is readily addressable –

– BLA resubmission anticipated by mid-summer 2022 with expected six month FDA review timeline –

– Onsite inspections in China, impeded to date by COVID-19-related travel restrictions, are required for FDA’s completion of BLA review –

– Toripalimab will be the first and only immuno-oncology agent for NPC in U.S., if approved –

SHANGHAI, China, and REDWOOD CITY, Calif., May 02, 2022 (GLOBE NEWSWIRE) — Shanghai Junshi Biosciences Co., Ltd (“Junshi Biosciences”, HKEX: 1877; SSE: 688180) and Coherus BioSciences, Inc. (“Coherus”) announced today that the U.S. Food and Drug Administration (“FDA”, “the Agency”) has issued a complete response letter (“CRL”) for the Biologics License Application (“BLA”) for toripalimab in combination with gemcitabine and cisplatin in the first-line treatment of patients with advanced recurrent or metastatic nasopharyngeal carcinoma (“NPC”) and for toripalimab monotherapy in the second-line or later treatment of recurrent or metastatic NPC after platinum-containing chemotherapy.

The CRL requests a quality process change that Junshi Biosciences and Coherus believe is readily addressable. Junshi Biosciences and Coherus plan to meet with the FDA directly and expect to resubmit the BLA by mid-summer 2022. The Agency also communicated in the CRL that the review timeline for the BLA resubmission would be six months, as required onsite inspections have been hindered by travel restrictions related to the COVID-19 pandemic in China.

“We will continue to work closely with our partner, Junshi Biosciences, to facilitate the completion of the FDA’s review of the toripalimab BLA. In late April, we responded quickly to an FDA request for a quality process change and implemented required actions,” said Denny Lanfear, CEO of Coherus. “We plan to first meet with the FDA and directly thereafter to resubmit the BLA. The FDA has indicated that the existing toripalimab clinical data are supportive of the BLA submission, and we eagerly await scheduling and completion of the required inspections in China that have been impeded to date by COVID-related travel restrictions. We believe toripalimab addresses an important unmet need for patients with NPC for whom there are currently no approved immunotherapies in the United States, and the FDA has stated that this indication warrants regulatory flexibility with respect to the sufficiency of single country clinical data.”

“Junshi Biosciences is dedicated to the discovery, development and commercialization of innovative new drugs on a global scale,” said Dr. Ning Li, CEO of Junshi Biosciences. “Toripalimab, our PD-1 inhibitor, has demonstrated a compelling clinical profile in studies across multiple tumor types and is currently approved in China for four indications. We fully support our partner, Coherus, in its efforts to seek toripalimab approval in the United States for advanced nasopharyngeal carcinoma, as well as in the subsequent commercial launch, if approved. Our respective teams are working diligently together in a well coordinated effort to achieve these goals as partners.”

About Nasopharyngeal Carcinoma (NPC)
NPC is a type of aggressive cancer that starts in the nasopharynx, the upper part of the throat behind the nose and near the base of skull. Due to the location of the primary tumor, surgery is rarely an option, and patients with localized disease are treated primarily with radiation and chemotherapy. In the United States, there are presently no immunotherapies approved for the treatment of NPC.

About Toripalimab
Toripalimab is an anti-PD-1 monoclonal antibody developed for its ability to block PD-1 interactions with its ligands, PD-L1 and PD-L2, and for enhanced receptor internalization (endocytosis function). Blocking PD-1 interactions with PD-L1 and PD-L2 promotes the immune system’s ability to attack and kill tumor cells.

More than thirty company-sponsored toripalimab clinical studies covering more than fifteen indications have been conducted globally by Junshi Biosciences, including in China, the United States, Southeast Asia, and European countries. Ongoing or completed pivotal clinical trials evaluating the safety and efficacy of toripalimab cover a broad range of tumor types including cancers of the lung, nasopharynx, esophagus, stomach, bladder, breast, liver, kidney and skin.

In China, toripalimab was the first domestic anti-PD-1 monoclonal antibody approved for marketing (approved in China as TUOYI®). Currently, there are four approved indications for toripalimab in China:

  1. unresectable or metastatic melanoma after failure of standard systemic therapy;
  2. recurrent or metastatic nasopharyngeal carcinoma NPC after failure of at least two lines of prior systemic therapy;
  3. locally advanced or metastatic urothelial carcinoma that failed platinum-containing chemotherapy or progressed within 12 months of neoadjuvant or adjuvant platinum-containing chemotherapy;
  4. in combination with cisplatin and gemcitabine as the first-line treatment for patients with locally recurrent or metastatic NPC.

The first three indications have been included in the National Reimbursement Drug List (“NRDL”) (2021 Edition). Toripalimab is the only anti-PD-1 monoclonal antibody included in the NRDL for melanoma and NPC.

In addition, two supplemental New Drug Applications (“NDAs”) for toripalimab are currently under review by the National Medical Products Administration (“NMPA”) in China:

  • in combination with chemotherapy as the first-line treatment of patients with advanced or metastatic ESCC.
  • in combination with chemotherapy as the first-line treatment of patients with advanced or metastatic NSCLC without EGFR or ALK mutations.

In the United States, the FDA granted Breakthrough Therapy designation for toripalimab in combination with chemotherapy for the first-line treatment of recurrent or metastatic NPC as well as for toripalimab monotherapy in the second or third-line treatment of recurrent or metastatic NPC. Junshi Biosciences and Coherus plan to resubmit a BLA for toripalimab for advanced NPC by mid-summer 2022. Additionally, the FDA has granted Fast Track designation for toripalimab for the treatment of mucosal melanoma and Orphan Drug Designation for the treatment of esophageal cancer, NPC, mucosal melanoma, soft tissue sarcoma, and SCLC. In 2021, Coherus in-licensed rights to develop and commercialize toripalimab in the United States and Canada. Junshi Biosciences and Coherus plan to file additional toripalimab BLAs with the FDA over the next several years for multiple other cancer types.

About Junshi Biosciences
Founded in December 2012, Junshi Biosciences (HKEX: 1877; SSE: 688180) is an innovation-driven biopharmaceutical company dedicated to the discovery, development, and commercialization of innovative therapeutics. The company has established a diversified R & D pipeline comprising over 50 drug candidates, with five therapeutic focus areas covering cancer, autoimmune, metabolic, neurological, and infectious diseases. Junshi Biosciences was the first Chinese pharmaceutical company that obtained marketing approval for anti-PD-1 monoclonal antibody in China. Its first-in-human anti-BTLA monoclonal antibody for tumors was the first in the world to be approved for clinical trials by the FDA and NMPA and has since entered Phase Ib/II trials in both China and the US. Its anti-PCSK9 monoclonal antibody was the first in China to be approved for clinical trials by the NMPA.

In the face of the COVID-19 pandemic, Junshi Biosciences responded swiftly and strongly, joining forces with Chinese and international scientific research institutions and enterprises to develop an arsenal of drug candidates to combat COVID-19, taking the initiative to shoulder the social responsibility of Chinese pharmaceutical companies by prioritizing and accelerating COVID-19 R&D. Among the many drug candidates is JS016 (etesevimab), China’s first neutralizing fully human monoclonal antibody against SARS-CoV-2 and the result of the combined efforts of Junshi Biosciences, the Institute of Microbiology of the Chinese Academy of Science and Lilly. JS016 administered with bamlanivimab has been granted Emergency Use Authorizations (“EUA”) in over 15 countries and regions worldwide. Meanwhile, VV116, a new oral nucleoside analog anti-SARS-CoV-2 drug designed to hinder virus replication, is in global Phase III clinical trials. The JS016 and VV116 programs are a part of the company’s continuous innovation for disease control and prevention of the global pandemic.

Junshi Biosciences has more than 2,800 employees in the United States (San Francisco and Maryland) and China (Shanghai, Suzhou, Beijing and Guangzhou). For more information, please visit: http://junshipharma.com.

About Coherus BioSciences
Coherus is a commercial stage biopharmaceutical company building a leading immuno-oncology franchise funded with cash generated by its commercial biosimilar business. In 2021, Coherus in-licensed toripalimab, an anti-PD-1 antibody, in the United States and Canada. Coherus plans to resubmit a BLA for toripalimab for the treatment of advanced NPC by mid-summer 2022. Toripalimab is also being evaluated in pivotal clinical trials for the treatment of rare and highly prevalent cancers.

Coherus markets UDENYCA® (pegfilgrastim-cbqv), a biosimilar of Neulasta® in the United States, and expects to launch the FDA-approved Humira® biosimilar YUSIMRY™ (adalimumab-aqvh) in the United States in 2023. The FDA is currently reviewing the biologics license application for CHS-201, a biosimilar of Lucentis® (ranibizumab), with a target action date of August 2022. Coherus is also developing CHS-305, a biosimilar of Avastin® (bevacizumab).

Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Coherus’ ability to build its immuno-oncology franchise to achieve a leading market position; Coherus’ ability to generate cash; Coherus’ investment plans; Coherus’ expectations for the launch date of YUSIMRY™ and other products; Coherus’ plans to file additional BLAs for toripalimab; beliefs about toripalimab’s ability to enhance treatment of patients in combination with chemotherapy; expectations about the success and timing of the toripalimab BLA resubmission and the associated BLA review; and Coherus’ expectations about being able to overcome COVID-19-related travel restrictions to finish required onsite inspections for toripalimab.

Such forward-looking statements involve substantial risks and uncertainties that could cause Coherus’ actual results, performance or achievements to differ significantly from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risks and uncertainties inherent in the clinical drug development process; risks relating to the COVID-19 pandemic; risks related to our existing and potential collaboration partners; risks of the drug development position of Coherus’ competitors; the risks and uncertainties of the regulatory approval process, including the speed of regulatory review, international aspects of Coherus’ business, the need to schedule inspections in China and the timing of Coherus’ regulatory filings; the risk of FDA review issues; the risk of Coherus’ execution of its change in strategy from a focus on biosimilars to a strategy using cash from its portfolio to fund an immuno-oncology franchise; the risk that Coherus is unable to complete commercial transactions and other matters that could affect the availability or commercial potential of Coherus’ drug candidates; and the risks and uncertainties of possible litigation. All forward-looking statements contained in this press release speak only as of the date of this press release. Coherus undertakes no obligation to update or revise any forward-looking statements. For a further description of the significant risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Coherus’ business in general, see Coherus’ Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 23, 2022, including the section therein captioned “Risk Factors” and in other documents Coherus files with the Securities and Exchange Commission.

UDENYCA® and YUSIMRY™, whether or not appearing in large print or with the trademark symbol, are trademarks of Coherus, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. Trademarks and trade names of other companies appearing in this press release are, to the knowledge of Coherus, the property of their respective owners.

Junshi Biosciences Contact Information
IR Team:
Junshi Biosciences
info@junshipharma.com
+ 86 021-2250 0300

Goby Global
Bob Ai
bai@gobyglobal.com
+ 1 646-389-6658

PR Team:
Junshi Biosciences
Zhi Li
zhi_li@junshipharma.com
+ 86 021-6105 8800

Coherus Contact Information:
IR Contact:
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
IR@coherus.com

Media Contact:
Brian Grancagnolo
Brian.Grancagnolo@hkstrategies.com
+1 (212) 885-0449

Russia’s Bolshoi Scraps Performances by Critical Directors

Russia’s Bolshoi Theatre has announced it is cancelling the performances directed by Kirill Serebrennikov and Timofey Kulyabin who have spoken out against Moscow’s military campaign in Ukraine.

Late Sunday, Russia’s top theatre announced that instead of the three performances of “Nureev,” a ballet directed by Serebrennikov, the audiences this week will see a production of Aram Khachaturian’s ballet, “Spartacus.”

The prestigious theatre also said that instead of “Don Pasquale,” a comic opera by Gaetano Donizetti directed by Timofey Kulyabin, audiences this week will see a production of Gioachino Rossini’s “The Barber of Seville.”

The Bolshoi did not give any reason for the cancellations and spokeswoman Katerina Novikova told AFP on Monday that she had no “official” comment.

The Bolshoi performed “Spartacus” in early April, saying that proceeds would be used to help the families of Russian troops who died in Ukraine.

Serebrennikov, 52, was allowed in March to leave Russia, where he had been found guilty in 2020 of embezzling funds at Moscow’s Gogol Centre theatre.

His supporters say the conviction was revenge for his criticism of authoritarianism and homophobia under President Vladimir Putin.

Speaking to AFP in Berlin last month, Serebrennikov said he felt “just horror, sadness, shame, pain” about Russia’s military campaign in pro-Western Ukraine.

“Nureev” is based on the life of Russian dance legend Rudolf Nureyev, and its use of onstage nudity and profane language outraged Russian conservatives.

Kulyabin, 37, who is also believed to be now based in Europe, has spoken out against Putin’s decision to send troops to Ukraine.

Several dancers have in recent weeks quit the Bolshoi including prima ballerina Olga Smirnova.

Source: Voice of America

EU Says Apple Pay May Violate EU Antitrust Laws

The European Union on Monday accused Apple of abusing its dominant Apple Pay market position to prevent other companies from competing in contactless payment technologies.

“Apple has built a closed ecosystem around its devices and its operating system, iOS. And Apple controls the gates to this ecosystem, setting the rules of the game for anyone who wants to reach consumers using Apple devices,” EU competition commissioner Margrethe Vestager said. “By excluding others from the game, Apple has unfairly shielded its Apple Pay wallets from competition.”

The 27-nation bloc’s executive arm, the European Commission, said Apple’s practice “has an exclusionary effect on competitors and leads to less innovation and less choice for consumers for mobile wallets on iPhones.”

The commission has not disclosed what, if any, fines could be levied against Apple should it be found in violation of antitrust laws.

In response, Apple said it would cooperate with the Commission.

The company said it “will continue to engage with the Commission to ensure European consumers have access to the payment option of their choice in a safe and secure environment.”

The Commission has been investigating several aspects of Apple’s business practices in Europe since 2020, including the possibility the company violates European antitrust laws over music streaming and the app store.

Source: Voice of America

Family urge Iraq to free man held over ancient pottery

Published by
Al-Araby

A British man arrested at Baghdad airport in late March in possession of pottery fragments that are alleged to be historical artefacts is being held in pre-trial detention, his family said Sunday. Jim Fitton, a 66-year-old retired geologist, could face the death penalty under Iraqi law if convicted, his family has said in a petition on the Change.org online platform, calling for his release. “He has been imprisoned for allegedly attempting to smuggle historical artefacts out of Iraq,” the petition said. His son-in-law Sam Tasker told AFP that “it is clearly a mistake, there is clearly no crimi… Read More »