Synchronoss Technologies, Inc. Announces Pricing of $100 Million Public Offering of Common Stock

BRIDGEWATER, N.J., June 25, 2021 (GLOBE NEWSWIRE) — Synchronoss Technologies, Inc. (SNCR) (the “Company” or “Synchronoss”), a global leader and innovator in cloud, messaging and digital products and platforms, today announced the pricing of an underwritten public offering of 38,461,538 shares of its common stock at a public offering price of $2.60 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses payable by Synchronoss, are expected to be $100 million. In addition, Synchronoss has granted the underwriters a 30-day option to purchase up to 3,846,154 additional shares of common stock at the public offering price, less the underwriting discounts and commissions.

All of the shares in the offering are being sold by Synchronoss. Synchronoss anticipates using the net proceeds from the offering, and from the offering of Senior Notes and sale of Series B Preferred Stock (each as described below), to fully redeem all outstanding shares of Synchronoss’ Series A Convertible Participating Perpetual Preferred Stock and repay amounts outstanding under Synchronoss’ revolving credit facility. The offering is expected to close on or about June 29, 2021, subject to satisfaction of customary closing conditions.

B. Riley Securities, Inc. (“BRS”) is acting as the lead underwriter and sole book-running manager for the offering. Northland Capital Markets is acting as co-manager for the offering.

Concurrently with the offering, the Company is offering, by means of a separate prospectus supplement, $120 million aggregate principal amount of senior notes due 2026 (the “Senior Notes”). In addition, B. Riley Principal Investments, LLC (“BRPI”), an affiliate of BRS, has entered into an agreement pursuant to which BRPI has agreed to purchase $75.0 million of the Company’s Series B Preferred Stock in a private transaction to be completed concurrently with the closing of the offering.

The shares of common stock described above are being offered by Synchronoss pursuant to a shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on August 28, 2020. A preliminary prospectus supplement relating to and describing the terms of the offering is filed with the SEC and is available on the SEC’s web site at www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC. Copies of the final prospectus supplement (when available) and accompanying prospectus relating to these securities may also be obtained by sending a request to: B. Riley Securities, Inc., at 1300 North 17th Street, Suite 1300, Arlington, VA 22209 or by calling (703) 312‐9580 or by emailing prospectuses@brileyfin.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Synchronoss

Synchronoss Technologies (NASDAQ: SNCR) builds software that empowers companies around the world to connect with their subscribers in trusted and meaningful ways. The company’s collection of products helps streamline networks, simplify onboarding, and engage subscribers to unleash new revenue streams, reduce costs and increase speed to market.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements regarding the closing of the public offering and the anticipated use of the proceeds thereof. These forward-looking statements are subject to a number of risks, including the satisfaction of customary closing conditions related to the public offering and the risk factors set forth from time to time in Synchronoss’ SEC filings, including but not limited to the risks that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections (as applicable) of Synchronoss’ Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the period ended March 31, 2021, which are on file with the SEC and available on the SEC’s website at www.sec.gov. In addition to the risks described above and in Synchronoss’ other filings with the SEC, other unknown or unpredictable factors also could affect Synchronoss’ results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Synchronoss undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Media

Diane Rose
CCgroup
synchronoss@ccgrouppr.com

Investors

Todd Kehrli/Joo-Hun Kim
MKR Investor Relations, Inc.
investor@synchronoss.com

Nyxoah Announces Launch of Proposed Public Offering in the United States

REGULATED INFORMATION
INSIDE INFORMATION

Nyxoah Announces Launch of Proposed Public Offering in the United States

Mont-Saint-Guibert, Belgium – June 25, 2021, 12:30 pm CET / 6:30 am ET – Nyxoah SA (Euronext Brussels: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA), today announced that it is launching an underwritten registered public offering of 2,760,000 ordinary shares in the United States (the “Offering”) at an assumed public offering price of $31.461.

In connection with the Offering, Nyxoah intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of ordinary shares offered in the Offering on the same terms and conditions.

The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the size or terms of the Offering, including the price per ordinary share (in USD) and number of ordinary shares sold in the Offering.

Nyxoah’s ordinary shares are currently listed on Euronext Brussels under the symbol “NYXH”. An application has been made to list the ordinary shares on the NASDAQ Global Market under the same symbol.

Piper Sandler, Stifel and Cantor are acting as joint book-running managers for the Offering. Degroof Petercam is acting as a co-manager.

A registration statement on Form F-1 has been filed with the SEC but has not yet become effective. The ordinary shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification or publication of an offering prospectus under the securities laws of any such state or jurisdiction.

The Offering will be made only by means of a prospectus. A copy of the preliminary prospectus, when available, can be obtained from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by e-mail at prospectus@psc.com, or by phone at (800) 747-3924; Stifel, Nicolaus & Company, Incorporated at Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 4th Floor, New York, New York 10022; email: prospectus@cantor.com.

Forward-Looking Statements
This press release includes certain disclosures that contain “forward-looking statements,” including, without limitation, statements regarding the terms of the Offering. Forward-looking statements are based on Nyxoah’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and could cause actual results to differ. Forward-looking statements contained in this announcement are made as of this date, and Nyxoah undertakes no duty to update such information except as required under applicable law.

IMPORTANT INFORMATION
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium. Belgian investors, other than qualified investors within the meaning of the Belgian Act of 11 July 2018 on the public offering of securities and the admission of securities to be traded on a regulated market, will not be eligible to participate in the offering (whether in Belgium or elsewhere). The transaction to which this press release relates will only be available to, and will be engaged in only with, in member states of the European Economic Area, persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”), and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order and other persons to whom it may lawfully be communicated. A prospectus will be prepared by Nyxoah in accordance with Article 3 of the Prospectus Regulation for the purpose of having the new shares that will be represented by ordinary shares admitted to trading on Euronext Brussels. In the context of the Offering and in accordance with Belgian law and the articles of association of Nyxoah, the board of directors of Nyxoah has approved a conditional capital increase with issuance of up to 4,600,000 ordinary shares within the framework of the authorized capital granted to the board of directors as set out in article 7 of the articles of association of Nyxoah.

Contacts:
Nyxoah
Fabian Suarez, Chief Financial Officer
fabian.suarez@nyxoah.com
+32 10 22 24 55

Gilmartin Group
Vivian Cervantes
IR@nyxoah.com


1 Equivalent to a public offering price of €26.50 per ordinary share, assuming an exchange rate of  €1.00 = $1.1872, the noon buying rate in The City of New York on June 18, 2021 set forth in the H.10 statistical release of the Federal Reserve Board on June 21, 2021.

Attachment

LASED III to Improve Livelihood and Secure Climate Resilient Infrastructure

LASED III launched yesterday by the Ministry of Land Management, Urban Planning and Construction is expected to contribute to poverty reduction, livelihood improvement and expansion of climate resilient road infrastructure.
The optimism was underlined during the launch by Deputy Prime Minister, Minister of Land Management, Urban Planning and Construction, and Chairperson of the Land Allocation for Social and Economic Development Project III (Lased III).
Lasting from 2020 to 2026, the project has a total budget of US$107 million – US$14 million from the government budget, and the rest US$93 million is the loan from the World Bank.
The Ministries of Land Management, Urban Planning and Construction; and of Agriculture, Forestry and Fisheries will execute the project at 71 areas of around 30,000 hectares, wherein 26 are for social land concessions and 45 for indigenous communities.
The project’s key activities include social land concessions, indigenous community land registration, commune land use planning, physical infrastructure development, and support for livelihood development.

Source: Agency Kampuchea Press

MRC Gets Funding from Australia, Germany and Switzerland

The Mekong River Commission (MRC) has secured almost US$13 million in grants over five years from the governments of Australia, Germany and Switzerland.
In a statement, the MRC said the funds would help Cambodia, Laos, Thailand and Vietnam “respond to pressing challenges while safeguarding the ecological function of the Mekong River and improving people’s livelihoods.”
The statement said the Lower Mekong Basin faced “multiple threats” as the MRC started implementing its strategic plan for 2021 to 2025.
“This support is timely and crucial to the MRC in implementing activities that balance the demands of economic development, social improvement, and protection of the environment,” MRC Chief Executive Dr. An Pich Hatda said on the sidelines of a signing ceremony in Vientiane on Thursday.
The Australian grant — part of a new Mekong-Australia Partnership — is equivalent to US$3.8 million over five years.
H.E. Paul Kelly, the Australian Ambassador to Laos, said Canberra hoped the grant would enable “inclusive and sustainable use of water and related resources of the Mekong” and contribute to economic recovery.
Australia is also providing technical support including the MRC Flood and Drought Management Centre in Phnom Penh as well as the commission’s data and information systems.
Germany’s grant is equivalent to US$3.6 million over three years with US$1.2 million for core MRC funding and the rest for a MRC–GIZ technical support programme.
“This funding will help the MRC establish the core river monitoring network in the Mekong region, thus contributing to informing decisions over the development and management of water resources and to boosting the MRC’s ability to manage flood and drought risks more effectively,” said H.E. Jens Lütkenherm, the German Ambassador.
Switzerland committed US$5.3 million over five years through the Swiss Agency for Development and Cooperation.
“We congratulate the MRC on launching the new visionary strategies that are critical to the Mekong River Basin,” said Mr. Jean-François Cuénod, the agency’s regional director.
He said Switzerland looked forward to working with the MRC, member countries and development partners “in shifting the region towards a more sustainable and resilient path, making sure that no one will be left behind.”
The MRC statement said the five-year strategy would ensure new power plans “consider the full range of viable generation sources, including water-food-energy as well as the complementary use of wind and solar energy.”
The strategy will also promote gender diversity, equity, and inclusion in the water sector.
In addition, the MRC will explore coordinating the operations of water infrastructure throughout the basin “to maximise their benefits and limit adverse environmental impacts on the Mekong mainstream and people.”
At the same time, the MRC will continue to foster regional dialogue among the four member countries and “deepen its engagement” with China and other partners throughout ASEAN and the Lancang-Mekong Cooperation initiative, which also includes China and Myanmar.
The statement said the new plan was a “paradigm shift” enabling Mekong countries to address challenges while improving the state of the basin in the coming decade.”

Source: Agency Kampuchea Press

Cambodia, France to Bolster Bilateral and Regional Cooperation

Cambodia and France will work closely to further strengthen and expand the good cooperation between the two countries and between ASEAN and Europe, as Cambodia will take over the ASEAN chairmanship and France will assume the presidency of the Council of the EU in 2022.
The commitment was made by Cambodian Deputy Prime Minister and Minister of Foreign Affairs and International Cooperation H.E. Prak Sokhonn and outgoing French Ambassador to Cambodia H.E. Mrs. Eva Nguyen Binh, during their farewell meeting here at the ministry yesterday.
H.E. Prak Sokhonn mentioned about Cambodia’s readiness to host the 13th ASEM Summit (ASEM13) on Nov. 25-26, 2021 and to be the ASEAN Chair in 2022, while H.E. Mrs. Eva Nguyen Binh informed him about French leaders’ intention to attend the ASEM13 and France’s rotating presidency of the Council of the EU from January to June 2022.
The Cambodian top diplomat spoke highly of the outcomes of H.E. Mrs. Eva Nguyen Binh’s diplomatic mission in Cambodia in fostering the ties of friendship and cooperation between both nations, and in boosting the development of various sectors of Cambodia, particularly trade, education, health, culture, national defence, justice, clean water, energy, agriculture and rural development.
For her part, the outgoing French ambassador thanked the Ministry of Foreign Affairs and International Cooperation and other ministries and institutions for their full support and coordination for the success of her mission.

Source: Agency Kampuchea Press