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2025-01-25
WOONSOCKET, R.I. , Dec. 6, 2024 /PRNewswire/ -- CVS Health Corporation ("CVS Health", NYSE: CVS) announced today the Reference Yield and Total Consideration (as summarized in the table below) to be paid in connection with the previously announced cash tender offer (the "Any and All Tender Offer") for any and all of its 4.100% Senior Notes due 2025 (the "Any and All Notes"). The Reference Yield and Total Consideration for the Any and All Notes are summarized in the tables below: Any and All Notes : Title of Notes CUSIP Number Original Issuer Principal Amount Outstanding Maturity Date UST Reference Security Bloomberg Reference Page Fixed Spread (bps) Reference Yield Total Consideration (1) 4.100% Senior Notes due 2025 126650CW8 CVS Health Corporation $950,087,000 3/25/2025 3.875% due 3/31/2025 FIT3 +25 bps 4.434 % $998.22 (1) Per $1,000 principal amount of Any and All Notes validly tendered at or prior to the Any and All Expiration Date and accepted for purchase. The Any and All Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 2, 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a more detailed description of the Any and All Tender Offer. Copies of the Offer to Purchase and the form of notice of guaranteed delivery with respect to the Any and All Notes ("Notice of Guaranteed Delivery") are available at www.dfking.com/cvs . The Any and All Tender Offer is open to all registered holders (individually, a "Holder" and collectively, the "Holders") of the Any and All Notes. The Total Consideration for each $1,000 principal amount of the Any and All Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the UST Reference Security set forth in the table above on the bid-side price of such UST Reference Security as of 11:00 a.m. , New York City time, on December 6, 2024 . Any and All Notes validly tendered and not validly withdrawn, or in respect of which a properly completed and duly executed Notice of Guaranteed Delivery is delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase (the "Guaranteed Delivery Procedures"), at or prior to 5:00 p.m. , New York City time, on December 6, 2024 (such date and time, as it may be extended, the "Any and All Expiration Date") (unless earlier terminated by CVS Health as described in the Offer to Purchase), that are accepted for purchase will receive the Total Consideration for the Any and All Notes. The settlement date for the Any and All Notes validly tendered at or prior to the Any and All Expiration Date, or validly tendered pursuant to the Guaranteed Delivery Procedures, and accepted for purchase is expected to be December 11, 2024 , the third business day following the Any and All Expiration Date (the "Any and All Settlement Date"). In addition to the Total Consideration for the Any and All Notes, Holders of the Any and All Notes accepted for purchase will receive accrued and unpaid interest ("Accrued Interest") on those Any and All Notes from the last interest payment date with respect to those Any and All Notes to, but not including, the Any and All Settlement Date. Holders who tender their Any and All Notes at or prior to 5:00 p.m. , New York City time, on December 6, 2024 (such date and time, as it may be extended, the "Any and All Withdrawal Deadline") may withdraw such tendered Any and All Notes at any time at or prior to the Any and All Withdrawal Deadline. Following the Any and All Withdrawal Deadline, Holders who have tendered their Any and All Notes may not withdraw such Any and All Notes unless CVS Health is required to extend withdrawal rights under applicable law. CVS Health expressly reserves the right, in its sole discretion, subject to applicable law, to amend, extend or terminate the Any and All Tender Offer at any time prior to the Any and All Expiration Date. The Any and All Tender Offer is not conditioned on any minimum principal amount of Any and All Notes being tendered but the Any and All Tender Offer is subject to a financing condition and certain other general conditions as described in the Offer to Purchase. CVS Health has retained Barclays Capital Inc. and Mizuho Securities USA LLC to act as Dealer Managers for the Tender Offers (as defined in the Offer to Purchase). D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offers. The Offer to Purchase and, in connection with the Any and All Notes, the Notice of Guaranteed Delivery may be accessed at the following link: http://www.dfking.com/cvs . Requests for assistance relating to the procedures for tendering Notes (as defined in the Offer to Purchase) may be directed to the Tender and Information Agent either by email at cvs@dfking.com , or by phone (212) 269-5550 (for banks and brokers only) or (800) 487-4870 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offers may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to Holders of the Notes. None of CVS Health, the Dealer Managers, Tender and Information Agent or the trustees with respect to the Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender. About CVS Health CVS Health is a leading health solutions company building a world of health around every consumer it serves and connecting care so that it works for people wherever they are. As of September 30, 2024 , the Company had more than 9,000 retail locations, more than 900 walk-in medical clinics, more than 225 primary care medical clinics, a leading pharmacy benefits manager with approximately 90 million plan members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year. The Company also serves an estimated more than 36 million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company is creating new sources of value through its integrated model allowing it to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs. Forward-Looking Statements This press release contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements due to the risks and uncertainties described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 , June 30, 2024 and September 30, 2024 and our Current Reports on Form 8-K. You are cautioned not to place undue reliance on CVS Health's forward-looking statements. CVS Health's forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise. Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Contact: 860-273-6095 Chief Strategy Officer & Ethan.Slavin@CVSHealth.com Chief Strategic Advisor to the CEO investorinfo@cvshealth.com View original content to download multimedia: https://www.prnewswire.com/news-releases/cvs-health-corporation-announces-pricing-of-any-and-all-tender-offer-302325192.html SOURCE CVS HealthNoneU.S. analysts are warning against a possible provocation by Pyongyang after a short-lived declaration of martial law on Tuesday threw South Korea into political turmoil. "There's potential for miscalculation on North Korea's part," said Sydney Seiler, who until last year was the national intelligence officer for North Korea on the U.S. National Intelligence Council, in a phone interview with VOA Korean. South Korean President Yoon Suk Yeol imposed emergency martial law on his unsuspecting country in a televised address Tuesday evening, saying it was aimed at "eradicating pro-North Korean forces and to protect the constitutional order of freedom." Surprising move Under the decree, all political activities, including rallies and demonstrations, were prohibited, while all media became subject to the control of the martial law command. Soon after Yoon's declaration, a majority of South Korean lawmakers voted to demand the lifting of martial law. Yoon, who was legally obligated to comply with the vote, did so less than six hours after his original declaration. Seiler said that could leave Yoon looking weak to the North Koreans, who might decide this is "a great time to take advantage of this weakness to deal another blow to him through some type of provocation." Seiler added that one of Kim Jong Un's primary goals is to undermine the U.S.-South Korea relationship and that Kim "may see President [Yoon]'s actions as straining that relationship." David Maxwell, vice president of the Center for Asia Pacific Strategy, agreed that North Korean leader Kim Jong Un may try to exploit the situation. "If Yoon is correct and there are North Korean sympathizers in South Korea, we can expect them to incite violence," Maxwell told VOA Korean via email. Maxwell worried that this could lead South Korean law enforcement agencies to "inappropriately use force that could cause escalation." Risk of miscalculation Robert Rapson, who served as charge d'affaires and deputy chief of mission at the U.S. Embassy in Seoul from 2018 to 2021, told VOA Korean via email Tuesday that the U.S. should deliver a "stern warning" to adversaries such as North Korea against trying to take advantage of the situation. Pyongyang should be reminded that "our ironclad alliance and commitment to defend remains fully in effect," he said. The United States reaffirmed it will continue to stand by South Korea, a major ally in the Indo-Pacific region, a few hours after Yoon's declaration. A National Security Council spokesperson told VOA that the Biden administration is "in contact with the [South Korean] government and is monitoring the situation closely as we work to learn more." The spokesperson added that the U.S. was not notified in advance of Yoon's plans. "We are seriously concerned by the developments we are seeing on the ground in the ROK," the spokesperson said. ROK is an abbreviation for Republic of Korea, the official name of South Korea. Kurt Campbell, deputy secretary of state, told reporters at a Washington event previewing Japan's 2025 Osaka Expo: "I do want to underscore that our alliance with the ROK is ironclad, and we stand by Korea in their time of uncertainty." "We're watching the recent developments in the ROK with grave concern," Campbell said. "We're seeking to engage our ROK counterparts at every level both here and in Seoul." Campbell stressed that the U.S. has "every hope and expectation that any political disputes will be resolved peacefully and in accordance with the rule of law." Yoon has long been suffering from low approval ratings. Last week, his approval slid to 25% after rising for three consecutive weeks, according to a survey . Meanwhile, the ruling party and the opposition party have been in deadlock for weeks over the government budget bill for 2025. As of 4:22 a.m. Tuesday, South Korea's Joint Chiefs of Staff said, "so far, there was no abnormal move detected from North Korea," stressing that Seoul's military readiness against North Korea is intact. Sangjin Cho contributed to this report.Nonehttps bmy88 com

Canada again supports UN motion critical of Israel, citing two-state solution

Undercover FBI agents were not present during the 2021 attack on the US Capitol by Donald Trump supporters, a Justice Department watchdog said Thursday in a report debunking a popular right-wing conspiracy theory. "We found no evidence in the materials we reviewed or the testimony we received showing or suggesting that the FBI had undercover employees in the various protest crowds, or at the Capitol, on January 6," Justice Department inspector general Michael Horowitz said in an 88-page report. Thousands of Trump supporters stormed the US Capitol on January 6 in a bid to prevent congressional certification of Democrat Joe Biden's election victory. Right-wing media and even some Republican lawmakers have spuriously claimed that undercover FBI agents provoked the attack on Congress, which followed a fiery speech by Trump in which he falsely claimed the election had been stolen. The inspector general said that while no undercover FBI agents were present at the Trump rally or the Capitol, 26 FBI informants known as confidential human sources (CHS) were in Washington at the time. Three of the informants had been tasked with reporting on domestic terrorist suspects while the others were there on their own. "None of these FBI CHSs were authorized to enter the Capitol or a restricted area, or to otherwise break the law on January 6, nor was any CHS directed by the FBI to encourage others to commit illegal acts on January 6," the report said. The inspector general also said there had been an intelligence-gathering failure by the FBI ahead of the January 6 attack. "While the FBI undertook significant efforts to identify domestic terrorism subjects who planned to travel to the Capital region on January 6," the report said, "the FBI did not take a step that could have helped the FBI and its law enforcement partners with their preparations. "Specifically, the FBI did not canvass its field offices in advance of January 6, 2021, to identify any intelligence, including CHS reporting, about potential threats to the January 6 Electoral Certification," it said. FBI deputy director Paul Abbate was quoted as saying this was a "basic step that was missed" in "understanding the threat picture prior to January 6." Trump was impeached by the Democratic-majority House of Representatives following the attack on the Capitol, but acquitted by the Senate. He is to return to the White House on January 20 after defeating Vice President Kamala Harris in the November presidential election. More than 1,500 people have been charged in connection with the assault on Congress. Trump has lauded them as "patriots" and "political prisoners" and pledged to pardon many of them when he returns to the White House. cl/st

Thomson to succeed Peter A. Altabef, effective April 1 , 2025 Altabef, CEO since 2015, to remain as Chair of the Board BLUE BELL, Pa. , Dec. 5, 2024 /PRNewswire/ -- The Unisys (NYSE: UIS) Board of Directors announced today that it unanimously elected Mike Thomson , current President and Chief Operating Officer at Unisys, to succeed Peter Altabef as the company's CEO, effective April 1, 2025 . Also, effective April 1 , Thomson will join the company's Board and will retain his current title as President. Altabef, currently Chair and CEO, will continue as Chair of the Board. "On behalf of the entire Board, I am delighted to have a leader of Mike's caliber to be the next CEO and President of Unisys," said Altabef. "He is a proven executive who has exceptional leadership qualities and the experience to continue to advance our company. As our President and COO, Mike has helped shape and execute the strategies that have driven our strong ongoing performance, and he has a proven track record of operational excellence – both at Unisys and in other roles throughout his career – that position him well for the company's next chapter. Mike's passion for Unisys and the work we do for our clients, his authentic leadership, and deep knowledge of the business will make him an excellent CEO." Thomson joined Unisys in 2015 as the Corporate Controller and Principal Accounting Officer, advanced to Chief Financial Officer in 2019, and was named President and COO in 2021, responsible for overseeing the company's commercial organization and its business units, among other functions. For more than 25 years, Thomson has held progressively senior roles across a diverse set of industries, in addition to his most recent roles at Unisys, proving his strong ability to advance and run the operations of a company. "The selection of the CEO and ensuring a smooth and successful transition is one of the Board's most important responsibilities," said Nate Davis , Lead Independent Director of the Board. "Mike's skill at strengthening Unisys' financial standing and operational capabilities positions him to lead the company effectively. At the same time, we are fortunate to benefit from Peter's ongoing and active role as Chair. Peter's bold vision to build on the company's strong roots as an innovator was the catalyst for leading Unisys through a major brand and culture transformation, with results that made the company more relevant and visible to its clients, prospects, and other stakeholders. Peter has exemplified the Unisys culture and inspires people with his commitment to preparing for what's around the corner." Altabef has served as CEO since January 2015 , and as Board Chair since April 2018 . During his tenure, he has led the way for a new wave of innovation for the 151-year-old company. "I am honored to step into the CEO role," said Thomson. "Peter's leadership has positioned us well as a company, and I am proud to carry on that leadership legacy for our business and our people for the next chapter of the Unisys story. Our commitment to excellence and innovation for our clients and the drive for growth and improved profitability as part of our transformation journey remains strong. I look forward to continuing my relationship with Peter and working with our exceptional leadership team to deliver on our strategy and be prepared to capitalize on new opportunities that will propel us forward." Unisys' total company full-year revenue growth and non-GAAP operating profit margin guidance provided in its third-quarter 2024 earnings announcement on October 29, 2024 , has not changed. Forward-Looking Statements This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as "anticipates," "estimates," "expects," "projects," "may," "will," "intends," "plans," "believes," "should" and similar expressions may identify forward-looking statements and such forward-looking statements are made based upon management's current expectations, assumptions and beliefs as of this date concerning future developments and their potential effect upon Unisys. There can be no assurance that future developments will be in accordance with management's expectations, assumptions and beliefs or that the effect of future developments on Unisys will be those anticipated by management. Forward-looking statements in this release include, but are not limited to, statements made in Messrs. Altabef, Davis and Thomson's quotations, any projections or expectations of growth and profitability, the assumptions and other expectations made in connection with our full-year 2024 financial guidance and statements regarding future economic conditions or performance. Additional information and factors that could cause actual results to differ materially from Unisys' expectations are contained in Unisys' filings with the U.S. Securities and Exchange Commission (SEC), including Unisys' Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC's web site, http://www.sec.gov . Information included in this release is representative as of the date of this release only and while Unisys periodically reassesses material trends and uncertainties affecting Unisys' results of operations and financial condition in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, Unisys does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events. About Unisys Unisys is a global technology solutions company that powers breakthroughs for the world's leading organizations. Our solutions – cloud, AI, digital workplace, logistics, and enterprise computing – help our clients challenge the status quo and unlock their full potential. To learn more about how we've been helping clients push what's possible for over 150 years, visit unisys.com and follow us on LinkedIn . RELEASE NO.: 1205/9975 Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder. UIS-C View original content to download multimedia: https://www.prnewswire.com/news-releases/unisys-appoints-michael-m-thomson-as-chief-executive-officer-302324343.html SOURCE Unisys Corporation

Founder of failed crypto lending platform Celsius Network pleads guilty to fraud charges

REDWOOD CITY, Calif., Dec. 06, 2024 (GLOBE NEWSWIRE) -- Codexis, Inc. (NASDAQ: CDXS), a leading provider of enzymatic solutions for efficient and scalable therapeutics manufacturing, today announced the approval of equity grants to five new employees as approved by the Compensation Committee of Codexis’ Board of Directors. The newly hired employees received equity awards consisting of an aggregate of (i) options to purchase 168,400 shares of Codexis common stock and (ii) 39,750 restricted stock units (RSUs) as inducement awards under the company’s 2024 Inducement Plan. The stock options have an exercise price equal to the closing price per share of Codexis’ common stock as reported by Nasdaq on the grant date, and vest over four years, with 25 percent of the shares vesting on the first anniversary of the vesting commencement date, and the remainder vesting ratably at the end of each subsequent month thereafter, subject to each employee’s continued service with Codexis through the applicable vesting dates. The RSUs will vest in equal annual installments on each anniversary of the grant date, until the third anniversary of such date, subject to each employee’s continued service with Codexis through the applicable vesting dates. Codexis is providing this information in accordance with Nasdaq Listing Rule 5635(c)4. About Codexis Codexis is a leading provider of enzymatic solutions for efficient and scalable therapeutics manufacturing that leverages its proprietary CodeEvolver ® technology platform to discover, develop and enhance novel, high-performance enzymes and other classes of proteins. Codexis enzymes solve for real-world challenges associated with small molecule pharmaceuticals manufacturing and nucleic acid synthesis. The Company is currently developing its proprietary ECO SynthesisTM manufacturing platform to enable the scaled manufacture of RNAi therapeutics through an enzymatic route. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved efficiency in manufacturing and greater sensitivity in genomic and diagnostic applications. For more information, visit https://www.codexis.com . For More Information Investor Contact Carrie McKim (336) 608-9706 ir@codexis.com Media Contact Lauren Musto (650) 421-8205 media@codexis.com

Stanford takes aim at Andrej Stojakovic, CalUpbound Expands Financial Reach with Brigit Acquisition

Maintaining bridge safety with a digital sensing-based monitoring systemMajority Supports Social Media Ban For Children

The Computer Science Department of DPS-Modern Indian School (DPS-MIS) hosted the first edition of ‘DPS Hackathon’ that brought together 15 teams from various schools with 75 tech enthusiasts, promoting development and strategic problem-solving, over two days. The theme ‘Education and EdTech – Building a Platform to Enhance Learning Experiences and Make Technology More Accessible’ challenged participants to create meaningful solutions to address the evolving demands of modern education systems and to improve accessibility. The hosts’ Team 1 consisting of Aditya Menon, Aayush Rajagopalan, Achyut Paliwal, Adilakshmi Prasannakumar and Aishwarya Singaravelu won the first place followed by Pakistan International School Qatar with Aayan Zeb, Muhammad Abdullah, Mohammad Abdur Rehman, Mohid and Abdul Hadi for the first runner-up position. The second runner-up position was earned by the hosts’ Team 2 comprising Elston Rodrigues, Aayush Nath Panday, Senthuran Srimurugan, Mohammed Akil Bharmal and Md. Abrar Labib Pahlowan. The judges were veteran Cisco-certified professional Mustafa Badawi and platform engineer, Web and IoT expert Sushant Pupneja. The closing ceremony was graced by DPS-MIS director Gopi Vardhan who announced the upcoming Space Lab to promote scientific exploration. Principal Asna Nafees, highlighted the Hackathon’s role in shaping future innovators, and senior secondary school vice principal Soma Bhattacharjee encouraged students to dream big. Related Story Qatar University concludes first Health Tech Hackathon QU's Young Scientists Center wins awards at International Inventions Fair in Turkiye

Advanced Micro Devices, Inc. ( NASDAQ: AMD ) UBS Global Technology and AI Conference December 3, 2024 2:15 PM ET Company Participants Forrest Norrod - EVP and GM of the Data Center Group at AMD Conference Call Participants Timothy Arcuri - UBS Timothy Arcuri Good afternoon. I'm Tim Arcuri. I'm the Semiconductor Analyst here at UBS, and very pleased to have AMD with us, and very pleased to have Forrest Norrod, who is the EVP and GM of the Data Center Group at AMD. So, thank you, Forrest. Forrest Norrod Thanks. Good to be here. Timothy Arcuri So, Forrest, I wanted to start, you've got the broadest portfolio of data center silicon. You've got some new networking technology. You have CPU which feeds GPU. Maybe you can start by broadly talking about your strategy around your entire data center portfolio. Forrest Norrod Yes. We've been embarked over the last decade. I joined AMD almost exactly 10 years ago now. To build out a portfolio of data center technology to really take, eventually take leadership in providing silicon solutions for data center. So, we began, of course, with the CPU, that's where we had some heritage. We began with the epic line of the CPU, and that's done very well. We're about 34% share right now, and then we built out the GPU, and then we acquired a networking team and began building that out. And the purpose of having all of those pieces is that in the end, we do believe that that to really optimize the solutions, particularly in the AI era, that having all of the elements in-house is very helpful. And so, our intent is to build out reference solutions for AI systems that incorporate world class CPU, world class GPU, world class networking, and some of the parts is greater, the whole is greater

Stanford takes aim at Andrej Stojakovic, Cal

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