The following primary insiders in Data Respons ASA have today bought and sold shares in Data Respons ASA:
Erik Langaker, Chairman of the Board of Directors in Data Respons ASA, has via his wholly owned private company Vestland Invest AS bought 50 000 shares at a share price of NOK 32.50 per share. Erik Langaker will directly and indirectly own 245 637 shares in Data Respons ASA following the transaction.
Jørn E. Toppe, Director Solutions and primary insider in Data Respons ASA, has sold 50 000 shares at a share price of NOK 32.50 per share. Jørn E. Toppe will own 123 965 shares in Data Respons ASA following the transaction.
Bendik Justad, Head of Group Accounting and primary insider in Data Respons ASA has sold 2 000 shares at a share price of NOK 32.26 per share. Bendik Justad will own 17 695 shares in Data Respons ASA following the transaction.
For further information:
Kenneth Ragnvaldsen, CEO, Data Respons ASA, tel. +47 913 90 918.
Rune Wahl, CFO, Data Respons ASA, tel. + 47 950 36 046
About Data Respons
Data Respons is a full-service, independent technology company and a leading player in the IoT, Industrial digitalisation and the embedded solutions market. We provide R&D services and smarter solutions to OEM companies, system integrators and vertical product suppliers in a range of market segments such as Transport & Automotive, Industrial Automation, Telecom & Media, Space, Defence & Security, Medtech, Energy & Maritime, and Finance & Public Sector.
Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the information technology index. The company has offices in Norway, Sweden, Denmark, Germany and Taiwan. www.datarespons.com
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
HP Board of Directors Unanimously Rejects Unsolicited Xerox Proposal
PALO ALTO, Calif., Nov. 17, 2019 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) today announced that its Board of Directors has unanimously rejected the unsolicited proposal from Xerox Holdings Corporation to acquire the Company.
Following is the full text of the letter that was sent on November 17, 2019 to John Visentin, Xerox Vice Chairman and CEO:
Our Board of Directors has reviewed and considered your unsolicited proposal dated November 5, 2019 at a meeting with our financial and legal advisors and has unanimously concluded that it significantly undervalues HP and is not in the best interests of HP shareholders. In reaching this determination, the Board also considered the highly conditional and uncertain nature of the proposal, including the potential impact of outsized debt levels on the combined company’s stock.
We have great confidence in our strategy and our ability to execute to continue driving sustainable long-term value at HP. In addition, the Board and management team continue to take actions to enhance shareholder value including the deployment of our strong balance sheet for increased repurchases of our significantly undervalued stock and for value-creating M&A.
We recognize the potential benefits of consolidation, and we are open to exploring whether there is value to be created for HP shareholders through a potential combination with Xerox. However, as we have previously shared in connection with our prior requests for diligence, we have fundamental questions that need to be addressed in our diligence of Xerox. We note the decline of Xerox’s revenue from $10.2 billion to $9.2 billion (on a trailing 12-month basis) since June 2018, which raises significant questions for us regarding the trajectory of your business and future prospects. In addition, we believe it is critical to engage in a rigorous analysis of the achievable synergies from a potential combination. With substantive engagement from Xerox management and access to diligence information on Xerox, we believe that we can quickly evaluate the merits of a potential transaction.
We remain ready to engage with you to better understand your business and any value to be created from a combination.
On behalf of the Board of Directors,
|Enrique Lores||Chip Bergh|
Photos accompanying this release are available at
Following is the full text of the letter that was received from Xerox on November 5, 2019:
November 5, 2019
Board of Directors
1501 Page Mill Road,
Palo Alto, California 94304
Attention: Chip Bergh, Chairman
Ladies and Gentlemen:
I want to thank you for facilitating our recent discussions regarding a potential business combination between our two companies. The substantial synergies generated from a transaction are only the beginning of the unique value creation opportunity you and we identified together – enhanced capital allocation, revenue growth, diversification, balance sheet strength and best in class human capital all result from combining our two industry leading companies. Consequently, our Board of Directors fully supports the transaction outlined below. The nature of the opportunity and the moment, combined with the overwhelming support we believe your and our shareholders, employees and other stakeholders will extend to our coming together as one company, furthers our resolve to pursue a potential transaction with you.
Accordingly, we are providing you with the following definitive written proposal to effect the combination of Xerox Holdings Corporation (“Xerox”) and HP Inc. (“HP”):
1. Offer. We are prepared to offer HP shareholders $22.00 per share comprised of $17.00 in cash and 0.137 Xerox shares for each HP share1, for a total transaction value of approximately $33.5 billion, assuming 1,515 million fully diluted shares outstanding and the balance sheet as of July 31, 2019. Our offer implies 77% cash consideration, with the balance comprised of Xerox shares, resulting in HP shareholders owning approximately 48% of the combined company – allowing your shareholders to both realize immediate cash value and enjoy equal participation in the substantial upside of synergies resulting from our combination.
Our compelling offer represents:
- a 20% premium to the closing share price of $18.40 as of November 5, 2019
- incremental value of at least $14 billion to our respective shareholders based on a 7x multiple of EBITDA
- a 29% premium to the 30-day volume weighted average trading price of $17.00, excluding the significant value of the shared synergies
- an implied transaction multiple of 6.9x HP’s LTM Adjusted EBITDA of $4.8 billion
2. Strategic Rationale and Potential Synergies. A combination between us is supported by strong industrial logic given our respective strengths in the A3 and A4 markets, complementary footprint, deep cultural fit and shared DNA of innovation. Our combined scale, product portfolio and global reach would allow us to compete effectively in the Production, Large Enterprise and SMB segments, while offering a truly differentiated Managed Services capability. It is difficult to conceive of a strategic alternative for either company that delivers superior value.
Our preliminary analysis shows a clear path to cost synergies of at least $2.0 billion within 24 months:
- $0.5 billion in cost savings by leveraging our scale, combined supply chain and distribution footprint, and
- $1.5 billion in cost savings from combining our world class R&D groups and streamlining corporate functions
Our Board of Directors strongly believes the industry is overdue for consolidation and that those who move first will have a distinct advantage in a secularly declining macro environment. By combining R&D capabilities and financial resources, together we can accelerate the transformation of our businesses and take a leadership role in key growth markets such as: 3D Printing, Digital Packaging and Labels, Graphics, Textile Printing, Workflow Software and IoT Enabled Services.
3. Financing. We will fund the cash component of our offer with a combination of cash on hand and new financing to support the transaction and the new combined company. We have been engaged in ongoing discussions with Citi on the transaction financing and they have provided to us a highly confident letter evidencing their certainty in arranging financing for the transaction. Given the current status of the capital markets, we and they expect that we will be able to finance the transaction fully with investment grade rated notes. We will obtain a fully committed financing package before signing any final agreement, and closing of the transaction will not be subject to a financing contingency.
4. Fuji Xerox Relationship. Many of your diligence questions to our management team concerned our relationship with FUJIFILM Holdings Corporation (“Fujifilm”) and our ownership stake in Fuji Xerox Co. Ltd. (“Fuji Xerox”). The transactions with Fujifilm and Fuji Xerox that we announced this morning, through which we will divest our ownership stake in Fuji Xerox at an attractive valuation (over 20x annual cash flow), permanently resolve pending litigation without any monetary payment and achieve a more flexible strategic sourcing relationship, will greatly facilitate the speed and ease with which you and we could effect a timely transaction and successful integration of our operations. Fujifilm has already obtained the necessary regulatory approvals in Japan, and as a result we expect to close the transactions with Fujifilm and Fuji Xerox on Friday, November 8, 2019.
5. Due Diligence Timetable. We are prepared to devote all necessary resources to finalize our due diligence on an accelerated basis. Given our discussions to date and our familiarity with each other’s operations and business plans, we believe that you and we could complete our work and concurrently negotiate final documentation in 3 – 4 weeks. We have already engaged Citi as financial advisor and King & Spalding as legal advisor to assist us with completing the transaction.
6. Required Approvals and Closing Conditions. This proposal and potential business combination have been extensively reviewed and approved by Xerox’s Board of Directors – we have their full support. Completion of the proposed transaction would be subject to the approval of the Board of Directors of each of Xerox and HP, as well as our respective shareholders. As you know, we have been working diligently with our regulatory advisors and have a strong understanding of the regulatory framework for a transaction of this nature and do not anticipate any meaningful regulatory hurdles to its completion.
7. Governance. We anticipate that the parties will agree to a governance framework, including board representation, that is customary for a combination of this type.
8. Confidentiality/Definitive Agreement. This letter is submitted to you on a strictly confidential basis and is intended for the Board of Directors of HP only. The terms outlined here are subject to the completion of due diligence and the negotiation and execution of mutually acceptable definitive transaction documents.
Our Board of Directors and management are excited about the opportunity to create significant value for both of our shareholders, employees and other stakeholders through this unique combination of our two companies. Please do not hesitate to contact me with any questions. I look forward to hearing from you.
Our offer remains open until Wednesday, November 13, 2019.
Vice Chairman and CEO
Xerox Holdings Corporation
Cc: Board of Directors
Xerox Holdings Corporation
1 Based on Xerox share price of $36.37 as of November 5, 2019.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/ea6a641c-36ab-4fa7-822d-719d5274f1f2
Goldman Sachs & Co. LLC is serving as financial advisor to HP, and Wachtell, Lipton, Rosen & Katz is legal advisor.
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and strategic transactions; any statements relating to the plans, strategies and objectives of management for future operations, including, but not limited to, our sustainability goals, our go-to-market strategy, share repurchases, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; and any statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include the need to address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape; successfully competing and maintaining the value proposition of HP’s products, including supplies; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; risks associated with HP’s international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; the hiring and retention of key employees; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of pending investigations, claims and disputes; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018, and HP’s other filings with the Securities and Exchange Commission.
HP assumes no obligation and does not intend to update these forward-looking statements. HP’s Investor Relations website at http://investor.hp.com contains a significant amount of information about HP, including financial and other information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new information is posted.
About HP Inc.
HP Inc. (NYSE: HPQ) creates technology that makes life better for everyone, everywhere. Through our product and service portfolio of personal systems, printers and 3D printing solutions, we engineer experiences that amaze. More information about HP Inc. is available at www.hp.com.
HP Inc. Media Relations
HP Inc. Investor Relations
Orezone Results Support Presence of Higher-Grade Plunging System at the Bomboré Gold Project
VANCOUVER, British Columbia, Nov. 17, 2019 (GLOBE NEWSWIRE) — Orezone Gold Corporation (TSXV:ORE) (the “Company”) is pleased to report the successful results from its 2019 drill programme which was designed to test and validate the refined geological interpretation of a higher-grade plunging gold system within the existing lower-grade mineralization at its 90%-owned Bomboré Gold Project in Burkina Faso, West Africa.
- BBD1034: 8.9 m of 3.21 g/t gold including 1 m of 16.25 g/t gold
- BBC4995: 8 m of 3.04 g/t gold including 3 m of 5.71 g/t gold
- BBC4996: 18 m of 3.68 g/t gold including 8 m of 7.31 g/t gold
- BBC4997: 4 m of 3.74 g/t gold including 1 m of 13.35 g/t gold
- BBC4999: 11 m of 1.89 g/t gold including 4 m of 4.53 g/t gold
- BBC5000: 12 m of 3.09 g/t gold including 6 m of 5.16 g/t gold
On September 11, 2019, Orezone announced a ~2,000 metre drilling programme to further define several high-grade mineralized zones identified by drilling in 2018. The model consists of a series of mineralized shoots hosted in a folded prospective unit plunging to the northeast.
The 2019 drill programme consisted of 1,374 m of diamond drilling and 608 m of reverse circulation drilling.
A small grade control drilling programme of 337 m was also completed on the Maga Hill target in May 2019 on the western fringe of the main Maga Hill footwall zone.
The drilling was extremely successful with the high-grade targets being intercepted in most of the holes. Significant results from the 2019 drill program are presented below in Table 1.
Table 1 – 2019 Drill Programme Results
- The true width of the mineralization is approximately 90% of the drilled length.
Patrick Downey, President and CEO stated, “The drilling results from 2017 and 2018 clearly showed that there were several zones of higher grade within the Bomboré Resource that were not properly understood or modelled. Our work has now refined that model and these new drill results continue to show good grade, thickness and continuity of the identified higher grade areas and provide confidence as we expand and explore for additional similar targets both within and outside of the known resources. All drill results from 2017 and 2018 together with these most recent results will now be included in the upcoming Mineral Resource Estimate update expected in Q1 2020.”
Figure 1 – Location of the 2019 Drill Programme
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d903836c-0b00-46d9-bd7d-24b25564053f
Sampling, analytical and QA/QC protocols
The mineralized intervals are based on a lower cut-off grade (“LCOG”) of 0.45 gpt, a minimal width of 2 m and up to a maximum of 2 m of dilution being included between samples above the LCOG. The true width of the mineralization is approximately 90% of the drilled length. The RC drilling samples were divided by Orezone employees using Rotary Sample Dividers (“RSDs”). The core drilling samples consist of half-core samples cut with a diamond saw by Orezone employees. Core samples and a 2-kg split of RC samples were prepared by SGS Burkina Faso s.a.r.l. at their Ouagadougou facility and then split by Orezone to 1 kg splits using RSDs. A 1-kg aliquot was analyzed for leachable gold at BIGS Global Burkina s.a.r.l in Ouagadougou, by bottle-roll cyanidation using a LeachWell™ catalyst. The leach residues from all samples with a leach grade in excess of 0.2 gpt were prepared by BIGS Global Burkina s.a.r.l. and then split by Orezone to 50 g using RSDs. A 50-g aliquot was analyzed by fire assay at SGS Burkina Faso s.a.r.l. The composite width and grade include the final leach residue assay results for all of the drill intercepts reported. Orezone employs a rigorous Quality Control Program (QCP) including a minimum of 10% standards, blanks and duplicates.
Pascal Marquis, Geo and SVP and Patrick Downey, P.Eng and President & CEO of Orezone, are Qualified Persons under National Instrument 43-101 and have reviewed and approved the information in this news release.
Orezone Gold Corporation
Orezone Gold Corporation (TSXV:ORE) is a Canadian exploration and development company which owns a 90% interest in Bomboré, one of the largest undeveloped gold deposits in Burkina Faso. Bomboré hosts a large oxide resource underlain by a larger, open sulphide resource, and will be developed in two stages. Development has commenced on the project with the first gold pour scheduled for H2-2021.
President and Chief Executive Officer
Manager, Investor Relations
Tel: 1 778 945 8977 / Toll Free: 1 888 673 0663
For further information please contact Orezone at +1 (778) 945-8977 or visit the Company’s website at www.orezone.com.
FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS:
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information and forward-looking statements (together, “forward-looking statements”) are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur.
Forward-looking statements in this release include statements regarding, among others; high-grade gold ore shoots at Maga Hill and the expectation that the improved definition of these discrete higher-grade zones in the next mineral resource update should have a positive impact on the mineral resource within the infill drilling areas when compared to the current resource model.
All such forward-looking statements are based on certain assumptions and analyses made by management and qualified persons in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management and the qualified persons believe are appropriate in the circumstances. The forward-looking information and statements are also based on metal price assumptions, exchange rate assumptions, cash flow forecasts, and other assumptions. Readers are cautioned that actual results may vary from those presented.
In addition, all forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including, but not limited to, use of assumptions that may not prove to be correct, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts to perform as agreed; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure, the possibility of project cost overruns or unanticipated costs and expenses, accidents and equipment breakdowns, political risk, unanticipated changes in key management personnel and general economic, market or business conditions, the failure of exploration programs, including drilling programs, to deliver anticipated results and the failure of ongoing and uncertainties relating to the availability and costs of financing needed in the future, and other factors described in the Company’s most recent annual information form and management discussion and analysis filed on SEDAR on www.sedar.com. Readers are cautioned not to place undue reliance on forward-looking information or statements.
Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Neptune Dash Announces Corporate Update
VANCOUVER, British Columbia, Nov. 15, 2019 (GLOBE NEWSWIRE) — Neptune Dash Technologies Corp. (“Neptune Dash” or the “Company”) (TSX.V:DASH) (OTC:NPPTF) (FWB:1NW) is pleased to provide an update on corporate strategy.
Neptune Dash is pleased to update shareholders as to the ongoing corporate strategy. As of the date of this news release the Company holds approximately 125,000 ATOM growing at a rate of 10% per annum. The Company also has over 16,100 Dash tokens in the form of Dash Masternodes earning rewards at a rate of 5.6% per year as well as a variety of other crypto currencies including Bitcoin, Ethereum, Litecoin, Stellar, NEO, Omisego, and QTUM. The Company also advises that while it had previously launched a Cosmos Network Validator and secured enough delegations to put it on the exclusive list of 100 network validators, the costs of maintaining the validator outweighed the commissions received by delegators and as such has dropped the validator in order to grow its ATOM position using an arm’s length top ten Validator.
“In spite of a relatively subdued crypto market since June of this year, we have been able to substantially cut operating costs and increase crypto earnings through diversification into Cosmos ATOM. As always, the Company remains dedicated to maximizing crypto asset returns and building a strong and diversified crypto portfolio through strategic purchases of top market cap tokens,” stated Cale Moodie, Neptune Dash CEO.
The Company is pleased to announce that it has added Carmen To to the board of directors and as chairman of the audit committee. Mr. To is a CPA, CA and previously worked at KPMG LLP on both private and public company clients. Mr. To is now an independent consultant and successful entrepreneur working in a variety of industries from real estate to management consulting. Jackson Warren and Guy Halford-Thompson have resigned from the board in order to allocate their time to their new venture, Pepper Esports. The Company wishes them the best in this new venture and thanks them for their contributions over the last two years.
About Neptune Dash Technologies Corp.
Neptune Dash primarily builds and operates Masternodes and invests in blockchain related technologies. Neptune Stake is a wholly owned subsidiary of Neptune Dash and adds diversification to the Company’s cryptocurrency portfolio by investing in Proof of Stake tokens and their associated blockchain technologies.
For further information please contact:
Neptune Dash Technologies Corp.
Cale Moodie, President and CEO
Phone: (604) 319-6955
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.
This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information include, but are not limited to, the continued success of the Company’s pooling service and anticipated revenues from such services; the value of the Company’s digital currency inventory; the business goals and objectives of the Company, and information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the inherent risks involved in the cryptocurrency and general securities markets; the Company’s ability to successfully mine digital currency; revenue of the Company may not increase as currently anticipated, or at all; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
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