Latest news with #Offer
Business Wire
4 days ago
- Business
- Business Wire
Verallia Announces the Results of the Voluntary Public Tender Offer Initiated by BWGI Following Its Reopening Period
PARIS--(BUSINESS WIRE)--Regulatory News: The reopening period of the voluntary public tender offer initiated by BWGI (the ' Offer '), acting through Kaon V 1, on the Verallia shares that it does not already own, closed on August 13, 2025. 8,141,380 Verallia's shares were tendered to the Offer during its reopening period, representing 6.74% of Verallia's share capital and 5.72% of its voting rights, allowing BWGI to hold 77.05% of Verallia's share capital and 69.15% of its voting rights from the settlement-delivery of the reopened Offer. The notice of results (avis de résultat) published by the French financial markets authority (AMF) is available on its website ( The settlement-delivery of the reopened Offer will take place on August 20, 2025. About Verallia At Verallia, our purpose is to re-imagine glass for a sustainable future. We want to redefine how glass is produced, reused and recycled, to make it the world's most sustainable packaging material. We work together with our customers, suppliers and other partners across the value chain to develop new, beneficial and sustainable solutions for all. With almost 11,000 employees and 35 glass production facilities in 12 countries, we are the European leader and world's third-largest producer of glass packaging for beverages and food products. We offer innovative, customised and environmentally friendly solutions to over 10,000 businesses worldwide. Verallia produced more than 16 billion glass bottles and jars and recorded revenue of €3.5 billion in 2024. Verallia's CSR strategy has been awarded the Ecovadis Platinum Medal, placing the Group in the top 1% of companies assessed by Ecovadis. Our CO 2 emissions reduction target of -46% on scopes 1 and 2 between 2019 and 2030 has been validated by SBTi (Science Based Targets Initiative). It is in line with the trajectory of limiting global warming to 1.5° C set by the Paris Agreement. Verallia is listed on compartment A of the regulated market of Euronext Paris (Ticker: VRLA – ISIN: FR0013447729) and trades on the following indices: CAC SBT 1.5°, STOXX600, SBF 120, CAC Mid 60, CAC Mid & Small and CAC All-Tradable. Disclaimer This press release does not constitute an offer to purchase securities or a solicitation to invest in securities in France, the United States, or any other jurisdiction. Any decision regarding the Offer must be based exclusively on the information contained in the Offer documents. This press release has been prepared for information purposes only. The distribution of this press release, the Offer and its acceptance may be subject to specific regulation or restrictions in certain countries. The Offer is not intended for persons subject to such restrictions. Consequently, persons in possession of this press release are required to inquire about any local restrictions that may apply and to comply with them. Verallia assumes no responsibility for any violation of these restrictions by anyone. Protection of personal data You may unsubscribe from the distribution list of our press releases at any time by sending your request to the following email address: investors@ Press releases will still be available via the website Verallia SA, as data controller, processes personal data for the purpose of implementing and managing its internal and external communication. This processing is based on legitimate interests. The data collected (last name, first name, professional contact details, profiles, relationship history) is essential for this processing and is used by the relevant departments of the Verallia Group and, where applicable, its subcontractors. Verallia SA transfers personal data to its service providers located outside the European Union, who are responsible for providing and managing technical solutions related to the aforementioned processing. Verallia SA ensures that the appropriate guarantees are obtained in order to supervise these data transfers outside of the European Union. Under the conditions defined by the applicable regulations for the protection of personal data, you may access and obtain a copy of the data concerning you, object to the processing of this data and request for it to be rectified or erased. You also have a right to restrict the processing of your data. To exercise any of these rights, please contact the Group Financial Communication Department at investors@ If, after having contacted us, you believe that your rights have not been respected or that the processing does not comply with data protection regulations, you may submit a complaint to the CNIL (Commission nationale de l'informatique et des libertés — France's regulatory body).
Business Wire
5 days ago
- Business
- Business Wire
Similarweb Announces Second Quarter 2025 Results
TEL AVIV, Israel--(BUSINESS WIRE)--Similarweb Ltd. (NYSE: SMWB) ("Similarweb" or the "Company"), a leading digital data and analytics company powering critical business decisions, today announced financial results for its second quarter ended June 30, 2025. The Company published a letter to shareholders from management discussing these results, which can be accessed at the link: located on the Company's investor relations website. 'We are proud of the strong second quarter financial results that were better than expected and reflect the demand for our Digital Data and our continued focus on disciplined execution' Or Offer, Co-Founder and CEO of Similarweb. Share 'We are proud of the strong second quarter financial results that were better than expected and reflect the demand for our Digital Data and our continued focus on disciplined execution,' stated Or Offer, Co-Founder and CEO of Similarweb. 'Gen AI and LLM training related revenues accounted for nearly 8% of Q2 revenues and are one of our fastest growing revenue streams.' Offer concluded, 'RPO growth of 26% and our sales pipeline provide us with confidence in the vast potential of our data and the addressable markets we serve.' Second Quarter 2025 Financial Highlights Total revenue was $71.0 million, an increase of 17% compared to $60.6 million for the second quarter of 2024. GAAP loss from operations was $(6.9) million or (10)% of revenue, compared to $(1.0) million or (2)% of revenue for the second quarter of 2024. GAAP net loss was $(11.8) million compared to a net loss of $(0.7) million for the second quarter of 2024. GAAP net loss per share was $(0.14), compared to $(0.01) for the second quarter of 2024. Non-GAAP operating profit was $2.4 million or 3% of revenue, compared to $5.3 million or 9% of revenue for the second quarter of 2024. Non-GAAP net income was $1.1 million or 2% of revenue, compared to $4.3 million or 7% of revenue for the second quarter of 2024. Non-GAAP basic and diluted net income per share was $0.01, compared to $0.05 for the second quarter of 2024. Cash and cash equivalents totalled $59.3 million as of June 30, 2025, compared to $63.9 million as of December 31, 2024. Net cash provided by operating activities was $2.9 million, compared to $7.3 million for the second quarter of 2024. Free cash flow was $2.7 million, compared to $6.3 million for the second quarter of 2024. Normalized free cash flow was $3.8 million, compared to $6.3 million for the second quarter of 2024. Recent Business Highlights Grew number of customers to 5,951 as of June 30, 2025, an increase of 18% compared to June 30, 2024. Grew number of customers with ARR of $100,000 or more to 433, an increase of 13% compared to June 30, 2024. Customers with ARR of $100,000 or more contributed 63% of the total ARR as of June 30, 2025, increased from 60% as of June 30, 2024. Dollar-based net retention rate, or NRR, for customers with ARR of $100,000 or more was 108% in the second quarter of 2025, compared to 109% in the second quarter of 2024. Overall NRR was 100% in the second quarter of 2025, increased from 99% in the second quarter of 2024. 57% of our overall ARR is contracted under multi-year subscriptions as of June 30, 2025, increased from 44% as of June 30, 2024. Remaining performance obligations, or RPO, increased 26% year-over-year, to $273.8 million as of June 30, 2025, as compared to $216.6 million as of June 30, 2024. "Revenue growth was driven by 18% growth in total customers and also benefited from one-time fees from customers who acquired our data for evaluation of Gen AI related applications and LLM training,' stated Jason Schwartz, Chief Financial Officer of Similarweb. "I am proud that we reported a return to positive non-GAAP operating profit and a seventh consecutive quarter of positive free cash flow in the second quarter.' Financial Outlook FY 2025 Guidance Total revenue for fiscal year 2025 estimated between $285.0 million and $288.0 million, representing approximately 15% growth year over year at the mid-point of the range. Non-GAAP operating profit for fiscal year 2025 estimated between $5.0 million and $7.0 million, an increase from our previous estimate. Q3 2025 Guidance Total revenue for the third quarter of 2025 estimated between $71.5 million and $72.0 million. Non-GAAP operating profit for the third quarter of 2025 estimated between $1.5 million and $2.0 million. The Company's third quarter and full year 2025 financial outlook is based upon a number of assumptions that are subject to change and many of which are outside the Company's control. Actual results may vary from these assumptions, and the Company's expectations may change. There can be no assurance that the Company will achieve these results. The Company does not provide guidance for operating loss, the most directly comparable GAAP measure to non-GAAP operating loss, and similarly cannot provide a reconciliation of this measure to its closest GAAP equivalent without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within the Company's control and may vary greatly between periods and could significantly impact future financial results. The Company has introduced disclosure of both non-GAAP net income (loss) and non-GAAP net income (loss) per share beginning with the second quarter of 2025. A reconciliation of non-GAAP to GAAP financial measures is presented at the end of this press release. Conference Call Information The financial results and business highlights will be discussed on a conference call and webcast scheduled at 8:30 a.m. Eastern Time on Wednesday, August 13, 2025. A live webcast of the call can be accessed from Similarweb's Investor Relations website at An archived webcast of the conference call will also be made available on the Similarweb website following the call. The live call may also be accessed via telephone at (877) 407-0726 toll-free and at (201) 689-7806 internationally. About Similarweb Similarweb powers businesses to win their markets with Digital Data. By providing essential web and app data, analytics, and insights, we empower our users to discover business opportunities, identify competitive threats, optimize strategy, acquire the right customers, and increase monetization. Similarweb products are integrated into users' workflow, powered by advanced technology, and based on leading comprehensive Digital Data. Learn more: Similarweb | Similarweb Digital Data Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to our guidance for the third quarter and full year of 2025 described under "Financial Outlook". Forward-looking statements include all statements that are not historical facts. Such statements may be preceded by the words 'intends,' 'may,' 'will,' 'plans,' 'expects,' 'anticipates,' 'projects,' 'predicts,' 'estimates,' 'aims,' 'believes,' 'hopes,' 'potential' or similar words. These forward-looking statements reflect our current views regarding our intentions, products, services, plans, expectations, strategies and prospects, which are based on information currently available to us and assumptions we have made. Actual results may differ materially from those described in such forward-looking statements and are subject to a number of known and unknown risks, uncertainties, other factors and assumptions that are beyond our control. Such risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) our expectations regarding our revenue, expenses and other operating results; (ii) our ability to acquire new customers and successfully retain existing customers; (iii) our ability to increase usage of our solutions and upsell and cross-sell additional solutions; (iv) our ability to sustain profitability; (v) anticipated trends, growth rates, rising interest rates, rising global inflation and current macroeconomic conditions, challenges in our business and in the markets in which we operate, and the impact of the October 2023 attack by Hamas and other terrorist organizations, and Israel's subsequent war against them, on geopolitical and macroeconomic conditions or on our company and business; (vi) future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; (vii) the costs and success of our sales and marketing efforts and our ability to promote our brand; (viii) our reliance on key personnel and our ability to identify, recruit and retain skilled personnel; (ix) our ability to effectively manage our growth, including continued international expansion; (x) our reliance on certain third party platforms and sources for the collection of data necessary for our solutions; (xi) our ability to protect our intellectual property rights and any costs associated therewith; (xii) our ability to identify and complete acquisitions that complement and expand our reach and platform; (xiii) our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business, including in Israel, the United States, the European Union, the United Kingdom and other jurisdictions where we elect to do business; (xiv) our ability to compete effectively with existing competitors and new market entrants; and (xv) the growth rates of the markets in which we compete. These risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission, including in the section entitled 'Risk Factors' in our Form 20-F filed with the Securities and Exchange Commission on February 27, 2025, and subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. Except as required by law, we undertake no duty to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise. Non-GAAP Financial Measures This press release contains certain financial measures that are expressed on a non-GAAP basis. We use these non-GAAP financial measures internally to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes. We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental informational purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP or as a measure of liquidity. Free cash flow represents net cash provided by (used in) operating activities less capital expenditures and capitalized internal-use software costs. Normalized free cash flow represents free cash flow less capital investments related to the Company's new headquarters, payments received in connection with these capital investments and deferred payments related to business combinations. Non-GAAP operating income (loss), non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating margin, non-GAAP research and development expenses, non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP net income (loss) and non-GAAP net income (loss) per share represent the comparable GAAP financial figure operating income (loss) or expense, less share-based compensation, adjustments and payments related to business combinations, amortization of intangible assets and certain other non-recurring items, non-operating foreign exchange gains or losses and the relevant net tax effect as applicable and indicated in the below tables. Other Metrics Customer acquisition costs (CAC) represent the portion of sales and marketing expenses allocated to acquire new customers. Customer retention costs (CRC) represent the portion of sales and marketing expenses allocated to retain existing customers and to increase existing customers' subscriptions. Annual recurring revenue (ARR) represents the annualized subscription revenue we would contractually expect to receive from customers assuming no increases or reductions in their subscriptions. CAC payback period is the estimated time in months to recover CAC in terms of incremental gross profit that newly acquired customers generate. Net retention rate (NRR) represents the comparison of our ARR from the same set of customers as of a certain point in time, relative to the same point in time in the previous year ago period, expressed as a percentage. Consolidated Balance Sheets U.S. dollars in thousands (except share and per share data) June 30, 2024 2025 (Unaudited) Assets Current assets: Cash and cash equivalents $ 63,869 $ 59,341 Restricted deposits 10,572 10,844 Accounts receivable, net 50,975 42,946 Deferred contract costs 11,373 11,183 Prepaid expenses and other current assets 4,567 7,335 Total current assets 141,356 131,649 Property and equipment, net 25,921 23,786 Deferred contract costs, non-current 9,895 7,973 Operating lease right-of-use assets 34,393 33,709 Goodwill and intangible assets, net 30,846 47,300 Other non-current assets 500 959 Total assets $ 242,911 $ 245,376 Liabilities and shareholders' equity Current liabilities: Accounts payable 12,403 9,420 Payroll and benefit related liabilities 20,304 17,635 Deferred revenue 108,232 114,228 Other payables and accrued expenses 29,330 31,209 Operating lease liabilities 6,923 7,939 Total current liabilities 177,192 180,431 Deferred revenue, non-current 1,172 2,182 Operating lease liabilities, non-current 32,809 32,937 Other long-term liabilities 4,230 6,271 Total liabilities 215,403 221,821 Shareholders' equity Ordinary Shares, NIS 0.01 par value 500,000,000 shares authorized as of December 31, 2024 and June 30, 2025 (Unaudited), 82,620,679 and 84,856,875 shares issued as of December 31, 2024 and June 30, 2025 (Unaudited), 82,618,511 and 84,854,707 outstanding as of December 31, 2024 and June 30, 2025 (Unaudited), respectively; 227 233 Additional paid-in capital 391,449 406,543 Accumulated other comprehensive income 388 2,442 Accumulated deficit (364,556 ) (385,663 ) Total shareholders' equity 27,508 23,555 Total liabilities and shareholders' equity $ 242,911 $ 245,376 Expand Similarweb Ltd. Consolidated Statements of Comprehensive Income (Loss) U.S. dollars in thousands (except share and per share data) Six Months Ended June 30, Three Months Ended June 30, 2024 2025 2024 2025 (Unaudited) (Unaudited) Revenue $ 119,619 $ 138,053 $ 60,637 $ 70,966 Cost of revenue 25,240 28,238 12,544 14,268 Gross profit 94,379 109,815 48,093 56,698 Operating expenses: Research and development 25,778 36,328 12,239 18,324 Sales and marketing 51,097 63,977 25,857 31,821 General and administrative 21,141 25,685 10,950 13,437 Total operating expenses 98,016 125,990 49,046 63,582 Loss from operations (3,637 ) (16,175 ) (953 ) (6,884 ) Finance income (expenses), net 1,278 (2,642 ) 823 (3,649 ) Loss before income taxes (2,359 ) (18,817 ) (130 ) (10,533 ) Provision for income taxes 1,112 2,291 608 1,316 Net loss $ (3,471 ) $ (21,108 ) $ (738 ) $ (11,849 ) Net loss per share attributable to ordinary shareholders, basic and diluted $ (0.04 ) $ (0.25 ) $ (0.01 ) $ (0.14 ) Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 79,969,425 83,588,536 80,570,892 84,037,145 Net loss $ (3,471 ) $ (21,108 ) $ (738 ) $ (11,849 ) Other comprehensive (loss) income, net of tax Change in unrealized (loss) gain on cashflow hedges (880 ) 2,054 (363 ) 2,796 Total other comprehensive (loss) income, net of tax (880 ) 2,054 (363 ) 2,796 Total comprehensive loss $ (4,351 ) $ (19,054 ) $ (1,101 ) $ (9,053 ) Expand Share-based compensation costs included above: U.S. dollars in thousands Six Months Ended June 30, Three Months Ended June 30, 2024 2025 2024 2025 (Unaudited) (Unaudited) Cost of revenue $ 390 $ 514 $ 223 $ 265 Research and development 2,802 3,503 1,357 1,709 Sales and marketing 1,991 2,753 806 1,417 General and administrative 3,402 5,183 2,072 2,753 Total $ 8,585 $ 11,953 $ 4,458 $ 6,144 Expand Similarweb Ltd. Consolidated Statements of Cash Flows U.S. dollars in thousands Six Months Ended June 30, Three Months Ended June 30, 2024 2025 2024 2025 (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $ (3,471 ) $ (21,108 ) $ (738 ) $ (11,849 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 5,139 4,443 2,619 2,345 Finance expense (income) 466 (1,200 ) 230 (1,040 ) Unrealized loss (gain) from hedging future transactions 60 (77 ) 29 (47 ) Share-based compensation 8,585 11,953 4,458 6,144 Gain from sale of equipment (7 ) (17 ) (3 ) (17 ) Changes in operating assets and liabilities: Change in operating lease right-of-use assets and liabilities, net (2,513 ) 1,828 (242 ) 2,641 Decrease (increase) in accounts receivable, net 9,619 8,842 2,626 (2,917 ) Decrease in deferred contract costs 583 2,112 170 827 (Increase) decrease in other current assets (2,917 ) (621 ) (1,593 ) 604 Decrease (increase) in other non-current assets 47 (458 ) 14 (221 ) Decrease in accounts payable (3,258 ) (3,101 ) (799 ) (291 ) Increase in deferred revenue 7,316 5,741 328 5,687 Increase in other non-current liabilities 620 111 426 44 (Decrease) increase in other liabilities and accrued expenses (2,857 ) (702 ) (181 ) 950 Net cash provided by operating activities 17,412 7,746 7,344 2,860 Cash flows from investing activities: Purchase of property and equipment, net (908 ) (709 ) (540 ) (208 ) Capitalized internal-use software costs (469 ) — (469 ) — Increase in restricted deposits (289 ) (272 ) (121 ) (137 ) Payment for business combinations, net of cash acquired (3,833 ) (15,671 ) (24 ) (6,397 ) Net cash used in investing activities (5,499 ) (16,652 ) (1,154 ) (6,742 ) Cash flows from financing activities: Proceeds from exercise of stock options 3,057 2,023 386 1,461 Proceeds from employee share purchase plan 555 1,155 555 1,155 Repayment of Credit Facility (25,000 ) — — — Net cash (used in) provided by financing activities (21,388 ) 3,178 941 2,616 Effect of exchange rates on cash and cash equivalents (466 ) 1,200 (230 ) 1,040 Net (decrease) increase in cash and cash equivalents (9,941 ) (4,528 ) 6,901 (226 ) Cash and cash equivalents, beginning of period 71,732 63,869 54,890 59,567 Cash and cash equivalents, end of period $ 61,791 $ 59,341 $ 61,791 $ 59,341 Supplemental disclosure of cash flow information: Interest received, net $ (557 ) $ (680 ) $ (322 ) $ (325 ) Taxes paid $ 848 $ 1,291 $ 16 $ 1,158 Supplemental disclosure of non-cash financing activities: Additions to operating lease right-of-use assets and liabilities $ 4,453 $ 2,743 $ 2,055 $ — Share-based compensation included in capitalized internal-use software $ 33 $ — $ 33 $ — Deferred proceeds from exercise of share options included in other current assets $ 27 $ — $ 27 $ — Deferred costs of property and equipment incurred during the period included in accounts payable $ 6 $ 236 $ 6 $ 236 Expand Reconciliation of Net loss (GAAP) to non-GAAP Net income (loss) Six Months Ended June 30, Three Months Ended June 30, 2024 2025 2024 2025 (In thousands, except for share and per share amounts) (In thousands, except for share and per share amounts) GAAP Net loss $ (3,471 ) (21,108 ) $ (738 ) (11,849 ) Add: Share-based compensation expenses 8,585 11,953 4,458 6,144 Retention payments related to business combinations 819 3,773 591 2,214 Amortization of intangible assets related to business combinations 2,347 1,584 1,227 924 Non-operating foreign exchange (gains) losses (1,297 ) 2,657 (790 ) 3,563 Tax effect of adjustments, net (791 ) (130 ) (492 ) 115 Non-GAAP net income (loss) $ 6,192 $ (1,271 ) $ 4,256 $ 1,111 Non-GAAP net income (loss) margin 5 % (1 )% 7 % 2 % Weighted average number of ordinary shares - basic 79,969,425 83,588,536 80,570,892 84,037,145 $ 0.08 $ (0.02 ) $ 0.05 $ 0.01 Weighted average number of ordinary shares - diluted 85,261,342 83,588,536 85,884,880 88,215,850 Non-GAAP diluted net income (loss) per share attributable to ordinary shareholders $ 0.07 $ (0.02 ) $ 0.05 $ 0.01 Expand Reconciliation of Net cash provided by operating activities (GAAP) to Free cash flow and Normalized free cash flow Six Months Ended June 30, Three Months Ended June 30, 2024 2025 2024 2025 (In thousands) (In thousands) Net cash provided by operating activities $ 17,412 $ 7,746 $ 7,344 $ 2,860 Purchases of property and equipment, net (908 ) (709 ) (540 ) (208 ) Capitalized internal use software costs (469 ) — (469 ) — Free cash flow $ 16,035 $ 7,037 $ 6,335 $ 2,652 Deferred payments related to business combinations — 1,660 — 1,175 Normalized free cash flow $ 16,035 $ 8,697 $ 6,335 $ 3,827 Expand
Yahoo
25-07-2025
- Automotive
- Yahoo
Volvo Cars' head of global design steps down
This story was originally published on Automotive Dive. To receive daily news and insights, subscribe to our free daily Automotive Dive newsletter. Volvo Cars head of global design has stepped down from the role after just over two years, the automaker said in an email. Jeremy Offer, whose appointment was announced in January 2023, told the automaker he wanted to prioritize spending more time with family. He also sought to reduce travel between Sweden and the U.K., according to the company. Volvo did not indicate Offer's last day with the company. Offer brought more than three decades of design experience when he joined Volvo Cars in 2023. Prior to that, he was SVP and chief design officer at the now shuttered UK-based EV maker Arrival. Nicholas Gronenthal, head of automotive design at Volvo Cars, will take over Offer's duties on an interim basis, the company said. Recommended Reading Volvo regionalizing global production to avoid tariffs Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
15-07-2025
- Business
- Business Wire
AECOM announces cash tender offer for any and all 5.125% Senior Notes due 2027
DALLAS--(BUSINESS WIRE)--AECOM (NYSE: ACM) today announced that it has commenced a cash tender offer (the 'Tender Offer') for any and all of its $997,293,000 principal amount outstanding 5.125% Senior Notes due 2027 (the 'Notes'). A comprehensive description of the terms of the Tender Offer is included in AECOM's Offer to Purchase, dated July 15, 2025 (the 'Offer to Purchase'), and the related Notice of Guaranteed Delivery (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Offer Documents'). The following table summarizes the material pricing terms of the Tender Offer, which is being made upon, and is subject to, the terms and conditions set forth in the Offer Documents. The Tender Offer will expire at 5:00 p.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM (the 'Expiration Date'). No tenders submitted after the Expiration Date will be valid unless delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase at or prior to 5:00 p.m., New York City time, on July 23, 2025 (the 'Guaranteed Delivery Date'). Tenders of Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, on July 21, 2025, by following the procedures described in the Offer to Purchase. The consideration (the 'Total Consideration') offered for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to December 15, 2026, based on the bid-side price of the Reference Security specified in the table above, as quoted on the Bloomberg Bond Trader PX4 page as of 11:00 a.m., New York City time, on July 21, 2025, unless extended or earlier terminated by AECOM. In addition to the Total Consideration, AECOM will also pay accrued and unpaid interest up to, but not including, the Initial Settlement Date (as defined below). The settlement date for Notes validly tendered and not validly withdrawn and accepted for purchase and delivered at or prior to the Expiration Date is expected to be July 22, 2025, the next business day after the Expiration Date (the 'Initial Settlement Date'). The settlement date for Notes delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be July 24, 2025, the next business day after the Guaranteed Delivery Date (the 'Guaranteed Delivery Settlement Date'). For the avoidance of doubt, accrued interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Tender Offer, whether such Notes are purchased on the Initial Settlement Date or the Guaranteed Delivery Settlement Date. Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase, in order to be eligible to receive the Total Consideration. AECOM's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, AECOM having raised net proceeds from its concurrently commenced offering of $1,000,000,000 in aggregate principal amount of its senior unsecured notes due 2033 (the 'New Notes Offering'), which, together with cash on hand or other immediately available funds, are sufficient to fund the purchase of all Notes validly tendered and accepted for purchase in the Tender Offer (such condition, the 'Financing Condition'). In addition, concurrently with the pricing of the New Notes Offering, the Company intends to issue a conditional notice of redemption to the holders of the Notes to redeem any and all Notes that remain outstanding after completion of the Tender Offer at a make-whole redemption price based on a make-whole spread of 50 basis points over the yield of the Reference Security specified above, calculated pursuant to the applicable provisions of the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the date of redemption. The date of redemption is expected to be August 14, 2025 (the 'Redemption Date'). The redemption of any and all Notes that remain outstanding after completion of the Tender Offer will be made in accordance with the provisions of the Indenture, and will be conditioned upon the satisfaction of the Financing Condition. The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. AECOM reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. AECOM is not soliciting consents from holders of securities in connection with the Tender Offer. AECOM has retained BofA Securities to act as exclusive Dealer Manager for the Tender Offer. D.F. King and Co., Inc. has been retained to serve as both the tender and information agent (the 'Tender and Information Agent') for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: BofA Securities at debt_advisory@ (email), (888) 292-0070 (toll free) or (646) 743-2120 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King and Co., Inc. at aecom@ (email), (888) 887-0082 (U.S. Toll Free), (212) 365-6884 (Banks and Brokers). Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following web address: This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities, or a notice of redemption of the Notes. The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will AECOM accept tenders of Notes from, holders 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. None of AECOM, its affiliates, their respective board of directors, the Dealer Manager, the trustee of the Notes or the Tender and Information Agent makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender. About AECOM AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients' complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2024. Cautionary Note Regarding Forward-Looking Statements All statements in this press release other than statements of historical fact are 'forward-looking statements' for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although AECOM believes that the expectations reflected in these forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of these forward-looking statements. Important factors that could cause AECOM's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in these forward-looking statements include, but are not limited to, the following: AECOM's business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns, changes in administration or other funding directives and circumstances that may cause governmental agencies to modify, curtail or terminate AECOM's contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations that run through AECOM's joint venture entities; liability for misconduct by AECOM's employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to AECOM's business; maintaining adequate surety and financial capacity; potential high leverage and inability to service AECOM's debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to AECOM's backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of AECOM's Management Services and self-perform at-risk civil infrastructure, power construction and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors that could cause actual results to differ materially from these forward-looking statements set forth in AECOM's reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. AECOM does not intend, and undertakes no obligation, to update any forward-looking statement.
Cision Canada
25-06-2025
- Business
- Cision Canada
Air Canada completes $500 million substantial issuer bid, acting on its commitment to balanced long-term capital allocation Français
MONTRÉAL, June 25, 2025 /CNW/ - Air Canada (TSX: AC) has taken up and paid for 26,595,744 of its Class A Variable Voting Shares and Class B Voting Shares (collectively, the " shares") at a price of $18.80 per share under its $500 million substantial issuer bid (the " Offer") to purchase shares for cancellation. The successful completion of the Offer by Air Canada is an additional step towards its goal of reducing its fully diluted number of shares below 300 million by 2028, creating value for shareholders while investing in growth through a balanced long-term capital allocation strategy. The shares bought under the Offer, representing about 8.24% of the total number thereof, were acquired for about $500 million. After the Offer, about 296.1 million shares are expected to remain issued and outstanding. Other information about the Offer A total of about 26.8 million shares were validly deposited in the Offer and not withdrawn pursuant to auction tenders at or below $18.80 or purchase price tenders. As the Offer was oversubscribed, about 99.14% of the successfully tendered shares were purchased by Air Canada, other than "odd lot" tenders not subject to proration. Payment and settlement of the purchased shares will be made on or before June 27, 2025 in accordance with the Offer and applicable law. Any shares that are not purchased, including as a result of proration or auction tenders at more than $18.80, will be returned to shareholders as soon as practicable. Air Canada estimates that for purposes of the Income Tax Act (Canada) (the " ITA") the paid-up capital per share is about $10.59. Shareholders who have sold shares to Air Canada under the Offer will as a result be deemed to have received a dividend equal to $8.21 per share, the amount by which the purchase price exceeds the paid-up capital per share for Canadian federal income tax purposes. The dividend deemed to have been paid by Air Canada to Canadian resident persons is designated as an "eligible dividend" for purposes of the ITA and any corresponding provincial and territorial tax legislation. The "specified amount" for purposes of subsection 191(4) of the ITA is $8.21. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their shares under the Offer. The full details of the Offer were described in the offer to purchase and issuer bid circular dated May 16, 2025, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under Air Canada's profile on SEDAR+ at This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Air Canada's shares. All dollar amounts are in Canadian dollars and issued and outstanding shares are based on the number thereof as of June 20, 2025. CAUTION REGARDING FORWARD-LOOKING INFORMATION This news release includes forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to guidance, strategies, expectations, planned operations or future actions. Forward-looking statements are identified using terms and phrases such as "preliminary"; "anticipate"; "believe"; "could"; "estimate"; "expect"; "intend"; "may"; "plan"; "predict"; "project"; "will"; "would"; and similar terms and phrases, including references to assumptions. These statements also include statements relating to the terms of the Offer, including the timing of payment and settlement for shares purchased under the Offer, the number of shares expected to be issued and outstanding after completion of the Offer and Air Canada's 2028 fully diluted share count goal. Forward-looking statements, by their nature, are based on assumptions including those described herein and are subject to important risks and uncertainties, which are amplified in the current environment. Forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business of Air Canada. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including those discussed below. Factors that may cause results to differ materially from results indicated in forward-looking statements include economic conditions, statements or actions by governments and uncertainty relating to the imposition of (or threats to impose) tariffs on Canadian exports or imports and their resulting impacts on the Canadian, North American and global economies and travel demand, geopolitical conditions such as the military conflicts in the Middle East and between Russia and Ukraine, Air Canada's ability to successfully achieve or sustain positive net profitability, industry and market conditions and the demand environment, competition, Air Canada's dependence on technology, cybersecurity risks, interruptions of service, climate change and environmental factors (including weather systems and other natural phenomena and factors arising from anthropogenic sources), Air Canada's dependence on key suppliers (including government agencies and other stakeholders supporting airport and airline operations), employee and labour relations and costs, Air Canada's ability to successfully implement appropriate strategic and other important initiatives (including Air Canada's ability to manage operating costs), energy prices, Air Canada's ability to pay its indebtedness and maintain or increase liquidity, Air Canada's dependence on regional and other carriers, Air Canada's ability to attract and retain required personnel, epidemic diseases, changes in laws, regulatory developments or proceedings, terrorist acts, war, Air Canada's ability to successfully operate its loyalty program, casualty losses, Air Canada's dependence on Star Alliance® and joint ventures, Air Canada's ability to preserve and grow its brand, pending and future litigation and actions by third parties, currency exchange fluctuations, limitations due to restrictive covenants, insurance issues and costs, and pension plan obligations as well as the factors identified in Air Canada's public disclosure file available at and, in particular, those identified in section 18 "Risk Factors" of Air Canada's 2024 MD&A and in section 14 "Risk Factors" of Air Canada's First Quarter 2025 MD&A. The forward-looking statements contained in this news release represent Air Canada's expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and are subject to change after such date. However, Air Canada disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations. About Air Canada Air Canada is Canada's largest airline, the country's flag carrier and a founding member of Star Alliance, the world's most comprehensive air transportation network. Air Canada provides scheduled service directly to more than 180 airports in Canada, the United States and Internationally on six continents. It holds a Four-Star ranking from Skytrax. Air Canada's Aeroplan program is Canada's premier travel loyalty program, where members can earn or redeem points on the world's largest airline partner network of 45 airlines, plus through an extensive range of merchandise, hotel and car rental partners. Through Air Canada Vacations, it offers more travel choices than any other Canadian tour operator to hundreds of destinations worldwide, with a wide selection of hotels, flights, cruises, day tours, and car rentals. Its freight division, Air Canada Cargo, provides air freight lift and connectivity to hundreds of destinations across six continents using Air Canada's passenger and freighter aircraft. Air Canada's climate-related ambition includes a long-term aspirational goal of net-zero greenhouse gas emissions by 2050. For additional information, please see Air Canada's TCFD disclosure. Air Canada shares are publicly traded on the TSX in Canada and the OTCQX in the US. Media Resources: Photos Videos B-Roll Articles SOURCE Air Canada
