Navigators to Acquire Belgian Specialty Insurer

STAMFORD, Conn., Dec. 18, 2017 (GLOBE NEWSWIRE) — The Navigators Group, Inc. (NASDAQ:NAVG) today announced that it has entered into a share purchase agreement for the purchase of all of the shares of Assurances Continentales – Continentale Verzekeringen NV (“ASCO”) and Bracht, Deckers & Mackelbert NV (“BDM”).  ASCO and BDM are both based in Antwerp, Belgium.

The proposed acquisition is part of Navigators’ strategy of expanding its well-established specialty insurance expertise to more brokers and insureds across Europe. ASCO is a specialty insurance company offering marine and property and casualty insurance. BDM is an insurance underwriting agency that underwrites risk coverage in niche markets on behalf of ASCO and a number of major international insurers. Additionally, as part of the transaction, Navigators will acquire all the shares of Canal Re SA, a Luxembourg reinsurance company that is a wholly-owned subsidiary of ASCO.  The acquisition reinforces Navigators’ presence in the European Union’s single market, enabling Navigators to best serve its European clients after Brexit, and also provides opportunity for BDM and ASCO to take their well-established expertise to a wider European audience.

“We are delighted to announce the proposed acquisition of ASCO and BDM. Europe is an important market to us today and vital to our international growth strategy — this transaction is an important step to enhancing our presence in and relevance to this dynamic market. BDM has a strong reputation, a rich history and a well-established culture of underwriting expertise that mirrors our own. Together with ASCO, they provide Navigators with a scalable platform to support our product lines and geographic expansion across continental Europe,” said Stanley A. Galanski, President and Chief Executive Officer of Navigators. “We intend to combine our existing European underwriting operations with those of BDM, with Antwerp serving as the hub for continental Europe after the closing of the transaction. We believe the combination provides a wonderful opportunity for the employees and significantly enhances the growth potential of both organizations.”

“We are excited and look forward to becoming part of Navigators,” said Jos Gielen, Chief Executive Officer of ASCO and BDM. “As specialty underwriters, we share a common culture and a common vision for the future. Our combined operations will be well positioned for growth by enhancing our product and service capabilities in our chosen specialties.”

As aggregate consideration for the acquisition of ASCO and BDM, Navigators will pay EUR 35 million in cash at the closing of the transaction.  The transaction is subject to the satisfaction or waiver of customary closing conditions, including among other things, the receipt of regulatory approval, and is anticipated to close in the first half of 2018.  Additional information regarding the transaction can be found in a Current Report on Form 8-K filed today with the Securities and Exchange Commission and on Navigators’ website, navg.com, on the SEC Filings page, which can be accessed via the Investor Relations section menu.

About Navigators
The Navigators Group, Inc. (Nasdaq:NAVG) is a global specialty insurance holding company.  We provide customized insurance solutions designed to protect clients from the complex risks they face.   For more than 40 years, Navigators has added value for broker partners and their clients — both in underwriting and in claims — through the depth and quality of our technical and industry expertise.  Industries we serve include maritime, construction, energy, environmental, professional services and life sciences.  Headquartered in Stamford, Connecticut, Navigators has offices in the United States, the United Kingdom, Continental Europe and Asia.  For more information, please visit navg.com.

About ASCO and BDM
BDM (bdmantwerp.be) is one of the most reputable specialty insurance underwriting agencies in the Benelux region of Belgium, the Netherlands and Luxembourg, providing a range of insurance products and services in the marine and property and casualty lines of business.  Established in 1934, BDM underwrites on behalf of ASCO and a number of other international insurers in organized insurance “pools.”

ASCO (ascocontinentale.be) is a specialty insurance company with a diversified portfolio of insurance products and services in the marine and property and casualty lines of business. Founded in 1929, ASCO cooperates closely with underwriting agent BDM, acting as one of BDM’s risk carriers and fulfills certain operational services for the account of ASCO. ASCO also owns Canal Re S.A (Canal Re), a Luxembourg reinsurance company that reinsures certain business of ASCO.

This press release may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Whenever used in this release, the words “estimate,” “expect,” “believe” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements are derived from information that we currently have and assumptions that we make. We cannot assure that results that we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties that we face. Please refer to Navigators’ most recent reports on Forms 10-K and 10-Q and its other filings with the Securities and Exchange Commission for a description of Navigators’ business and the important factors that may affect that business. Navigators’ undertakes no obligation to publicly update or revise any forward-looking statement.

Investors
Ciro M. DeFalco
Executive Vice President and Chief Financial Officer
cdefalco@navg.com
203-905-6343

Media
Courtney Oldrin
Head of Communications
coldrin@navg.com
203-905-6531

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Isodiol International Inc. Announces Binding Agreement to Acquire Biosynthesis Pharma Group

VANCOUVER, British Columbia, Dec. 17, 2017 (GLOBE NEWSWIRE) — Isodiol International Inc. (CSE:ISOL) (OTC:ISOLF) (FSE:LB6A.F) (the “Company” or “Isodiol”), a global Bioactive Phytoceutical innovator specializing in the development of pharmaceutical and wellness products, is pleased to announce that the Company has entered into a binding agreement to acquire the Biosynthesis Pharma Group (BSPG), an industry leading producer of industrial hemp, it’s derivatives and pharmaceutical compounds for use in the medicinal, nutraceutical, food and cosmetic industries.

Through BSPG’s industrial-sized, proprietary extraction methodologies, BSPG produces high-purity, bioactive cannabinoids that are used in pharmaceutical applications to benefit those suffering from a range of life-threatening and non-life-threatening illnesses.  BSPG is currently conducting clinical trials involving its product through strategic partnerships around the globe.

“It has been a part of Isodiol’s growth strategy to aggressively pursue international expansion.  Through this acquisition, the company is aligned to penetrate foreign markets particularly in the United Kingdom, Europe, Asia, South and Central America.  We will broaden our product availability and make the most bioactive cannabinoid products available on a global scale. This acquisition puts us at the forefront of global cannabinoid clinical research and studies which will compliment our current efforts in Brazil and other markets we are presently developing,” said Marcos Agramont, CEO of Isodiol.

The BSPG acquisition includes multiple entities that are strategic to the future of Isodiol. Each of these entities are intended to have a distinct purpose within the Isodiol organization, whether it be defined by geography, applicable laws, or line of business. The entities include:

  • Biosynthesis Pharma Group Limited (BSPG-HK): organized in Hong Kong and maintains a correspondent office in the United Kingdom. Isodiol is acquiring 100% of BSPG-HK.
  • Trigal Pharma GmbH (TP-Austria): organized in Austria, TP-Austria’s business includes, but is not limited to, the handling of regulatory and governmental policies and supply of pharmaceutical-grade CBD to pharmacies in Europe.  Isodiol is acquiring 100% of TP-Austria.
  • Hankang (Yunnan) Biotech Co., Ltd. (HBTC-China): organized in The People’s Republic of China, HBTC-China’s business includes, but is not limited to, operating a facility approved by the Chinese government to grow hemp as well as extract and export CBD globally. China is the world’s largest producer of hemp and is the largest supplier of raw hemp and fiber to the United States.  Isodiol is acquiring 70% of HBTC-China.
  • BSPG Laboratories Limited (BSPGL-UK): organized in the United Kingdom, BSPGL-UK’s business includes, but is not limited to, operating a facility that refines the CBD molecule to a purity of 99.5% + that is pharmaceutical-grade, THC-Free and highly bioactive.  Isodiol is acquiring 100% of BSPGL-UK.
  • Pure CBD Limited (PURE-UK): organized in the United Kingdom, PURE-UK supplies pharmaceutical products under the specials category with the approval of the National Health Service.  Isodiol is acquiring 100% of PURE-UK.
  • Purodiol Limited (PUR-UK): organized in the United Kingdom, PUR-UK manufactures pharmaceutical products under the brand name Purodiol. Isodiol is acquiring 100% of PUR-UK.
  • Purodiol Do Brasil Ltda (PUR-Brazil): organized in Brazil, PUR-Brazil supplies Purodiol pharmaceutical products under ANVISA regulations to patients in Brazil and is currently involved in multiple clinical studies and trials.  Isodiol is acquiring 99% of PUR-Brazil.

The company will acquire BSPG for $12,500,000 USD to be paid out over 12 months and stock compensation in the amount of $37,000,000 USD based on the closing price on December 15, 2017. The stock issuance will be subject to a 36-month escrow leak out period.  Additional milestone payments are anticipated to be paid and shall be disclosed upon the closing of this transaction.  The milestones have been withheld to protect proprietary and intellectual property that are in final stages of development and implementation.  The Company will not be assuming any debt as a part of this transaction.  The closing of this transaction will happen on or before April 1, 2018 and is subject to further due-diligence by the Company.

All web properties of BSPG have been put on hiatus for the moment and will be released in the very near future.  For more information on Isodiol, please visit www.isodiol.com

About Isodiol International Inc.

Isodiol International Inc. is the market leader in pharmaceutical grade phytochemical compounds and the industry leader in the manufacturing and development of phytoceutical consumer products.

Isodiol is the pioneer of many firsts for the cannabis industry including commercialization of 99%+ pure, bioactive pharmaceutical grade cannabinoids, micro-encapsulations, and nanotechnology for the highest quality consumable and topical skin care products.

Isodiol’s growth strategy includes the development of over-the-counter and pharmaceutical drugs, expanding its phytoceutical portfolio and will aggressively continue international expansion into Latin America, Asia and Europe.

Join Us On Facebook: https://www.facebook.com/isodiol/
Twitter: @isodiol 

ON BEHALF OF THE BOARD
Marcos Agramont, CEO & Director
604-409-4409
marcos@isodiol.com 

INVESTOR RELATIONS:
Ir@isodiol.com
www.isodiol.com

MEDIA CONTACT:
Carrie Booze
North 6th Agency
212-334-9753 ext.142
Isodiol@n6a.com

Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, products and future of the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Such forward looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation, and does not intend, to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.

The CSE has not reviewed, approved or disapproved the content of this press release.

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SHAREHOLDER ALERT: Levi & Korsinsky, LLP Notifies Shareholders of OSI Systems, Inc. of a Class Action Lawsuit and a Lead Plaintiff Deadline of February 5, 2018 – OSIS

NEW YORK, Dec. 17, 2017 (GLOBE NEWSWIRE) — The following statement is being issued by Levi & Korsinsky, LLP:

To: All persons or entities who purchased or otherwise acquired securities of OSI Systems, Inc. (“OSI Systems”) (NASDAQ:OSIS) between August 21, 2013 and December 6, 2017. You are hereby notified that a securities class action lawsuit has been commenced in the United States District Court for the Central District of California. To get more information go to:

http://www.zlk.com/plsra-c/osi-systems

or contact Joseph E. Levi, Esq. either via email at jlevi@levikorsinsky.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972. There is no cost or obligation to you.

The complaint alleges that throughout the class period Defendants issued materially false and/or misleading statements and/or failed to disclose that: (1) OSI Systems acquired the Albania concession through bribery or other illicit means; (2) OSI Systems transferred 49% of its project company associated with the Albania concession, S2 Albania SHPK, an entity allegedly worth millions, for consideration of less than $5.00; (3) OSI Systems engaged in other illegal acts, including improper sales and cash payments to government officials; (4) these practices caused OSI Systems to be vulnerable to potential civil and criminal liability; and (5) as a result, defendants’ statements about OSI Systems’ business, operations, and prospects, were materially false and/or misleading and/or lacked a reasonable basis.

If you suffered a loss in OSI Systems you have until February 5, 2018 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn’t require that you serve as a lead plaintiff.

Levi & Korsinsky is a national firm with offices in New York, California, Connecticut, and Washington D.C. The firm’s attorneys have extensive expertise and experience representing investors in securities litigation, and have recovered hundreds of millions of dollars for aggrieved shareholders. Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT:
Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
30 Broad Street – 24th Floor
New York, NY 10004
Tel: (212) 363-7500
Toll Free: (877) 363-5972
Fax: (212) 363-7171
www.zlk.com

 

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