– Creates a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan –

– Better positions Takeda to deliver highly-innovative medicines and transformative care globally –

– Accelerates strategic transformation toward Vision 2025 –

Transaction Highlights

• Brings together complementary positions in gastroenterology (GI) and neuroscience; provides leading positions in rare diseases and plasma-derived therapies to complement strength in oncology and focused efforts in vaccines
• Creates a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, with an attractive geographic footprint and provides the scale to drive future development
• Creates a highly complementary, robust, modality-diverse pipeline and a strengthened R&D engine focused on breakthrough innovation
• Enhances Takeda’s cash flow profile, with management confident of delivering substantial annual cost synergies and generating attractive returns for shareholders
• Takeda’s transformation positions the combined group to successfully integrate Shire and maximize value from the combination

Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”) and Shire plc (LON: SHP) (“Shire”) today announced that they have reached agreement on the terms of a recommended offer pursuant to which Takeda will acquire the entire issued and to be issued ordinary share capital of Shire. Under the terms of the acquisition, each Shire shareholder will be entitled to receive $30.33 in cash for each Shire share and either 0.839 new Takeda shares or 1.678 Takeda ADSs. The transaction has been approved by both companies’ boards of directors, and is expected to close in the first half of calendar year 2019. Upon the closing of the transaction, Takeda shareholders will own approximately 50 percent of the combined group.

With leading market positions in prioritized therapeutic areas, an attractive geographic footprint, greater scale and efficiencies, and an even more productive R&D engine, the combined group will be better positioned to deliver highly-innovative medicines and transformative care providing better health and a brighter future for patients around the world.

“Since its inception, Takeda has transformed into an agile, R&D-driven global pharmaceutical company that is well-positioned to deliver innovative and transformative care to patients around the world,” said Christophe Weber, president and chief executive officer of Takeda. “Shire’s highly complementary product portfolio and pipeline, as well as experienced employees, will accelerate our transformation for a stronger Takeda. Together, we will be a leader in providing targeted treatments in gastroenterology, neuroscience, oncology, rare diseases and plasma-derived therapies. We are looking forward to the benefits this combination will bring to patients worldwide, the opportunities it will bring for our employees and the returns it will deliver for our shareholders.”

Susan Kilsby, chairman of Shire, said, “Over the last 30 years, Shire has become the global leader in treating rare diseases, delivering innovative products that transform patients’ lives. With this combination, Shire helps create an even stronger biopharmaceutical company, with a robust R&D pipeline and expanded global footprint. We are proud of what Shire has become and are grateful to all Shire employees for their contributions. We firmly believe that this combination recognizes the strong growth potential of our leading products and innovative pipeline and is in the best interests of our shareholders, our patients and the communities we serve.”

Flemming Ornskov, chief executive officer of Shire, said, “I would like to thank the entire Shire team for all that we have accomplished over the last five years to transform Shire into a leading rare disease biotech company and a tenacious champion for patients in need. I am confident that this relentless focus will enable us to continue delivering against our priorities throughout this process. With a truly innovative portfolio and pipeline, I believe that the combination of the two companies is in the best interests of shareholders and offers an opportunity to improve the lives of even more patients globally with rare and highly specialized conditions.”

Highly Compelling Strategic and Financial Rationale

Brings together complementary positions in GI and neuroscience; provides leading positions in rare diseases and plasma-derived therapies to complement strength in oncology and focused efforts in vaccines

The acquisition of Shire will accelerate Takeda’s transformation by bringing together Takeda and Shire’s complementary positions in GI and neuroscience. It will also provide the combined group with leading positions in rare diseases and plasma-derived therapies to complement strength in oncology and focused efforts in vaccines. Takeda will continue to focus on the acceleration of its oncology business, following its recent acquisition of ARIAD Pharmaceuticals. In addition, Takeda’s vaccine business will continue to address the world’s most pressing public health needs.

Creates a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, with an attractive geographic footprint and provides the scale to drive future development

The acquisition will build on Takeda’s long Japanese heritage and values-based culture to create a global biopharmaceutical leader, driven by innovative and world-class R&D. The combined group will have an attractive geographic footprint, with significantly increased exposure in the United States (U.S.), an important and growing market. In addition, Shire’s portfolio will benefit from Takeda’s strong international presence in emerging markets and Japan. The integrated company will continue to be headquartered in Japan, expand its R&D presence in the Boston area and have major regional locations in Japan, Singapore, Switzerland and the U.S. Together, the combined group will have leading positions in two of the largest drug markets globally: the U.S. and Japan. The acquisition is expected to result in Takeda being the only pharmaceutical company listed on both the Tokyo Stock Exchange in Japan, where it will continue to have its primary listing, and the NYSE in the U.S., enabling it to access two of the world’s largest capital markets.

Creates a highly complementary, robust, modality-diverse pipeline and a strengthened R&D engine focused on breakthrough innovation

Takeda and Shire have highly complementary pipelines. Shire has strong expertise in rare diseases, an attractive modality-diverse mid- and late-stage pipeline, enriched with large-molecule programs, as well as cutting-edge technologies in gene therapy and recombinant proteins. Combining this with Takeda’s early development and research-oriented R&D program will result in a highly complementary, robust, modality-diverse pipeline and a strengthened R&D engine focused on breakthrough innovation. The combined group will build on existing partnerships, including Takeda’s more than 180 active partnerships with academia, biotechnology companies and startups, to further enrich the pipeline.

Enhances Takeda’s cash flow profile, with management committed to delivering substantial annual cost synergies and generating attractive returns for shareholders

The acquisition of Shire will provide compelling financial benefits for the combined group. It will be significantly accretive to underlying earnings per share from the first full fiscal year following completion, and will produce strong combined cash flows. The transaction is also expected to result in attractive returns for shareholders, with the return on invested capital (ROIC) expected to exceed Takeda’s cost of capital within the first full fiscal year following completion. The substantial cash flow generation expected to result from the acquisition will enable the combined group to de-lever quickly following completion. Takeda intends to maintain its investment grade credit rating, with a target net debt to EBITDA ratio of 2.0x or less in the medium term.

Takeda is confident that the acquisition will create an opportunity to recognize significant recurring cost synergies, with potential for additional revenue synergies from the combination of Shire and Takeda’s combined infrastructure, market presence and development capabilities. Takeda expects recurring pre-tax cost synergies for the combined group to reach a run-rate of at least $1.4 billion per annum by the end of the third fiscal year following completion of the acquisition.

The acquisition will accelerate Takeda’s strategic transformation toward Vision 2025, and strong combined cash flows will enable continued investment in R&D. Takeda’s well-established dividend policy will remain a key component of future shareholder returns.

Execution

Takeda’s experienced management team has a proven track record of executing complex business integrations and large-scale transformations, and is well-positioned to successfully integrate Shire and maximize the value of the combination. The integration will be supported by the companies’ highly complementary organizational structures in geographic areas, including hubs in the Boston area, Switzerland and Singapore, as well as similar therapeutic area focus and complementary approaches to R&D. Takeda is dedicated to carrying out integration efforts in a manner consistent with the company’s core values of integrity, fairness, honesty and perseverance, building on the expertise of employees of both companies.

Transaction Terms

Under the terms of the acquisition, Shire shareholders will be entitled to receive, for each Shire share, $30.33 in cash and either 0.839 new Takeda shares or 1.678 Takeda ADSs.

The acquisition terms imply an equivalent value of:

• £48.17 per Shire share based on the closing price of ¥4,535 per Takeda share on May 2, 2018, and the exchange rates of £:¥ of 1:147.61 and £:$ of 1:1.3546 on May 4, 2018 (being the latest practicable date prior to this announcement); and
• £49.01 per Shire share based on the closing price of ¥4,923 per Takeda Share and the exchange rates of £:¥ of 1:151.51 and £:$ of 1:1.3945 on April 23, 2018 (being the day prior to the announcement that the Shire board would, in principle, be willing to recommend the consideration).

The equivalent value of £49.01 per Shire share values the entire issued and to be issued ordinary share capital of Shire at approximately £46 billion.

Immediately following completion of the transaction, Takeda shareholders will hold approximately 50 percent of the combined group.

The transaction has been approved by the boards of both companies, and is subject to the approval of Shire and Takeda shareholders and certain customary closing conditions, including regulatory approvals.

The acquisition is expected to close in the first half of calendar year 2019. Upon completion, the new Takeda shares will be listed on the Tokyo Stock Exchange, and local Japanese stock exchanges. In addition, Takeda will apply for its ADSs (each representing 0.5 Takeda shares) to be listed on the NYSE effective on or shortly after the effective date.

Financing

Takeda has entered into a bridge facility agreement of $30.85 billion with, among others, J.P. Morgan Chase Bank N.A., Sumitomo Mitsui Banking Corporation and MUFG Bank, Ltd., part of the proceeds of which will be used to fund the cash consideration payable to Shire shareholders in connection with the acquisition. It is currently contemplated that, prior to completion, the commitments under the bridge facility agreement will be reduced or refinanced with a combination of long-term debt, hybrid capital and available cash resources.

Conference Call Webcast Information

Takeda will host a transaction conference call at 4.15pm – 5pm JST / 8.15am – 9am BST / 3.15am – 4am EST on May 8, 2018 to discuss the transaction.

Investors and analysts can dial in to the conference call using the numbers below:

Standard International Access: +44 (0) 20 3003 2666; Japan Toll Free: 006633132499; UK Toll Free: 0808 109 0700; USA Toll Free: 1 866 966 5335; Tokyo Toll Free: +81 (0) 3 5050 5366; and Passcode: 161017

A presentation for the call will be available at:

https://www.takeda.com/investors/reports/quarterly-announcements/quarterly-announcements-2018/

Takeda will host an additional audio webcast at 10.00 p.m. JST / 2.00 p.m. BST / 9.00 a.m. ET on May 8, 2018 with Japanese translation, to discuss the transaction. The webcast can be accessed at the following link:

https://www.takeda.com/jp/investors/reports/quarterly-announcements/quarterly-announcements-2018/

Replays of the conference calls will be available within 24 hours.

For more information, the full Rule 2.7 announcement setting out full details of the offer to Shire shareholders is available at: https://www.takeda.com/investors/offer-for-shire/

About Takeda Pharmaceutical Company

Takeda Pharmaceutical Company Limited (TSE: 4502) is a global, research and development-driven pharmaceutical company committed to bringing better health and a brighter future to patients by translating science into life-changing medicines. Takeda focuses its R&D efforts on oncology, gastroenterology and neuroscience therapeutic areas plus vaccines. Takeda conducts R&D both internally and with partners to stay at the leading edge of innovation. Innovative products, especially in oncology and gastroenterology, as well as Takeda’s presence in emerging markets, are currently fueling the growth of Takeda. Approximately 30,000 Takeda employees are committed to improving quality of life for patients, working with Takeda’s partners in health care in more than 70 countries. For more information, visit https://www.takeda.com/newsroom/.

Additional Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the acquisition or otherwise nor will there be any sale, issuance, exchange or transfer of securities of Shire or Takeda pursuant to the acquisition or otherwise in any jurisdiction in contravention of applicable law.

Forward Looking Statements

This Announcement contains certain statements about Takeda and Shire that are or may be forward looking statements, including with respect to a possible combination involving Takeda and Shire. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, forward looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof.By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.Such risks and uncertainties include, but are not limited to, the possibility that a possible combination will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the possible combination if it is pursued, adverse effects on the market price of Takeda’s ordinary shares and on Takeda’s or Shire’s operating results because of a failure to complete the possible combination, failure to realise the expected benefits of the possible combination, negative effects relating to the announcement of the possible combination or any further announcements relating to the possible combination or the consummation of the possible combination on the market price of Takeda’s or Shire’s ordinary shares, significant transaction costs and/or unknown liabilities, general economic and business conditions that affect the combined companies following the consummation of the possible combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement.

Additional risk factors that may affect future results are contained in Shire’s most recent Annual Report on Form 10-K and in Shire’s subsequent Quarterly Reports on Form 10-Q, in each case including those risks outlined in ‘ITEM1A: Risk Factors’, and in Shire’s subsequent reports on Form 8-K and other Securities and Exchange Commission filings (available at www.Shire.com and www.sec.gov), the contents of which are not incorporated by reference into, nor do they form part of, this Announcement. These risk factors expressly qualify all forward-looking statements contained in this Announcement and should also be considered by the reader.

All forward-looking statements attributable to Takeda or Shire or any person acting on either company’s behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, neither Takeda nor Shire undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Unless expressly stated otherwise, nothing in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate.

Medical information

This Announcement contains information about products that may not be available and in all countries, or may be available under different trademarks, for different indications, in different dosages, or in different strengths. Nothing contained herein should be considered a solicitation, promotion or advertisement for any prescription drugs, including the ones under development.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180507006284/en/

Moody’s Analytics has been named a category leader among balance sheet management vendors, as evaluated by Chartis Research. Chartis’ new report, Balance Sheet Management Technology: 2018, assesses 12 leading vendors that offer balance sheet management systems for banks.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180508005088/en/

Moody's Analytics named category leader in Chartis Research balance sheet management report. (Graphic: Business Wire)

The report uses Chartis’ FinTech Quadrant® methodology to explain the structure of the market and consider which solutions meet an organization’s needs. The FinTech Quadrant® takes into account vendors’ product, technology, and organizational capabilities, with an emphasis on their market potential and the completeness of their offerings.

“Banks are increasingly seeking to optimize their balance sheets,” said Andrew Bockelman, Managing Director at Moody’s Analytics. “Many now require an integrated balance sheet management solution that covers regulatory compliance, FTP, IRRBB, liquidity risk and credit risk. Chartis’ analysis underscores how we are helping banks meet those diverse needs.”

The Moody’s Analytics RiskConfidence™ ALM system allows banks across the globe to manage their enterprise-level ALM and liquidity risk, and to support a host of regulatory and business needs. This solution can be implemented on-premise or in the cloud, which offers further flexibility.

The Chartis report rated vendors based on a set of seven core capabilities. Moody’s Analytics earned the top rating in two capabilities (“Scenario Management System” and “Data Provision”).

Moody’s Analytics was also recognized as a category leader on the combined strength of its market potential and completeness of offering, as evaluated by Chartis.

Click here to learn more about the Moody’s Analytics ALM solution.

About Moody’s Analytics
Moody’s Analytics provides financial intelligence and analytical tools supporting our clients’ growth, efficiency, and risk management objectives. The combination of our unparalleled expertise in risk, expansive information resources, and innovative application of technology helps today’s business leaders confidently navigate an evolving marketplace. We are recognized for our industry-leading solutions, comprising research, data, software and professional services, assembled to deliver a seamless customer experience. Thousands of organizations worldwide have made us their trusted partner because of our uncompromising commitment to quality, client service, and integrity.

Moody's Analytics is a subsidiary of Moody's Corporation (NYSE: MCO). MCO reported revenue of $4.2 billion in 2017, employs approximately 11,900 people worldwide and maintains a presence in 41 countries. Further information about Moody’s Analytics is available at www.moodysanalytics.com.

About Chartis Research
Chartis Research is the leading provider of research and analysis on the global market for risk technology. It is part of Infopro Digital, which owns market-leading brands such as Risk and WatersTechnology. Chartis’ goal is to support enterprises as they drive business performance through improved risk management, corporate governance and compliance, and to help clients make informed technology and business decisions by providing in-depth analysis and actionable advice on virtually all aspects of risk technology. Further information is available at chartis-research.com.

RiskTech Quadrant®, RiskTech100® and FinTech Quadrant^TM are registered trademarks of Chartis Research (chartis-research.com).

View source version on businesswire.com: https://www.businesswire.com/news/home/20180508005088/en/

• Alpine reported significantly improved performance, beating original forecasted operating profit by 111%
• Alps reported significantly reduced guidance and forecasted a 17% drop in operating profit next year 
• A member of Alpine’s Third-party Committee has a long-term deep relationship with Alps and cannot be considered independent
• Oasis submits new shareholder proposals, including two director candidates and a special dividend
  
                        * More information available at www.protectalpine.com

Oasis Management Company Ltd. (“Oasis”) is manager to funds that beneficially own 9.9% of Alpine Electronics Inc. (TYO: 6816) (“Alpine” or the “Company”), making Oasis the Company’s largest shareholder after Alps Electric Co., Ltd. (TYO: 6770) (“Alps”).

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180508006878/en/

Figure 1 (Graphic: Business Wire)

On April 26, 2018, Alpine and Alps released their full year results and provided guidance for FY2019. Alpine’s results significantly outperformed and substantially beat forecasts that had already been revised up twice. Alpine’s full year operating profit beat its original forecast by 111%. On the other hand, Alps substantially revised down its guidance, forecasting a 17% drop in operating profit for FY19. Alpine is clearly outperforming Alps.

In addition to the other flaws in the valuation that Oasis pointed out previously, Alpine’s huge outperformance necessitates material changes to the valuations conducted by SMBC Nikko Securities on which the Share Exchange Ratio is based. It would be a grave breach of fiduciary responsibility to not adjust the Share Exchange Ratio, given these dramatically diverging performances. Alps, a business in decline, must not be allowed to steal Alpine, a business Alps desperately needs for growth, for less than what it is worth. Alpine’s shareholders should demand in excess of JPY4,000 per share for their Alpine stake.

Oasis has submitted three shareholder proposals to Alpine to be voted on at Alpine’s Annual General Meeting to be held at the end of June 2018 aimed at rectifying this unfairness, including proposals for two new director candidates and a special dividend.

We urge all investors to vote for our proposals and fight to protect their shareholder rights.

***

Why you should vote for Oasis’s proposed independent directors and the special dividend

We believe that Alpine’s management, Board of Directors, Outside Directors and Third-party Committee will be exploiting Alpine’s minority shareholders if they allow Alps to take over Alpine at such an unfair valuation that steeply undervalues the stakes held by minority shareholders.

Alpine’s management have such disregard for minority shareholders that they had the audacity to say in their earnings statement that the return of profits to shareholders is “an important management issue”.¹ This statement is so deeply disingenuous we barely had the stomach to quote it.

By announcing their plans for the longest proposed merger in modern Japanese history in July 2017, Alps sought to lock in its takeover of Alpine at the lowest possible price to guarantee that it would not have to pay up for this positive performance, effectively robbing minority shareholders of this additional value. There is still time to stop them.

Alpine’s Minority Shareholders Continue to Lose Out

• Alpine ended the year with operating profits of JPY13.7 billion, an increase of 111% from its forecasts of JPY6.5 billion at the time the Share Exchange Ratio was agreed upon. In contrast, Alps reduced its forecasted operating profit for next year by 16.6% and net income by 21%.
• Alpine beat its most recent net income forecast by 55%, but didn’t raise dividends, while Alps missed their net income forecast by 6% and increased their dividend by 35% - to be paid out before the completion of the merger with Alpine. Alpine’s minority shareholders are clearly being shortchanged.
• At the time of the share exchange announcement, Alpine was expected to constitute 11% of Alps’ total operating profit, but amounted to 19% by the end of the year. Next year, it is expected to be at least 21.6%. Alps clearly undervalued Alpine’s contribution, and should revise the Share Exchange Ratio accordingly.
• Alpine is forecasting operating profit of JPY13 billion for next year, but we know how conservative they can be, considering the forecast JPY6.5 billion last year but achieved JPY13.7 billion in operating profit this year.
• No truly independent Third-party Committee or director would allow the Share Exchange Ratio to remain unchanged in light of Alpine’s outperformance and Alps’ underperformance.

As can be seen in Figure 1, negative sentiment over Alps’ business and positive sentiment over Alpine’s growth have caused a significant divergence between the value of the Share Exchange Ratio and Alpine’s improving business fundamentals.

As of May 2, 2018, the value of the Share Exchange Ratio is JPY1,725 per share, just a 0.8% premium to Alpine’s stock price prior to the announcement of the share exchange. Since the announcement, Alpine’s fundamentals have substantially improved and led to an 111% increase in operating profit from the forecast at the date of the Share Exchange Ratio, just for the year ending March 31, 2018. Conversely, the anticipated progress of Alps’ business has been muddied by poor performance and a general slowdown in smartphone sales.

¹ Translated from the Japanese

The flaws in the valuation are clear

• Alpine’s FY18 actual operating profit is higher than the implied FY20 operating profit that SMBC adopted in its valuation of the Share Exchange Ratio, and as a result, their model vastly undervalues Alpine.
• Further, Alps substantially reduced its forecasted operating profit for FY19 which has a material negative impact on the Alps valuation model adopted for the Share Exchange Ratio.
• The comparable companies that SMBC employed for the valuation have largely revised down their forecasts, verifying the negative expectations that the market had of them at the time the Share Exchange Ratio was announced. As such, they were not fair comparables, then or now, and cannot be used to fairly value Alpine.
  • 6773 Pioneer has revised down its operating profit forecast this year by 76%
  • 6796 Clarion has revised down next year’s operating profit forecast by 59%
  • 6632 JVC Kenwood beat its original forecasted operating profit by just 4.4%
• Even as the outlook for Alpine’s business has improved dramatically over the past 9 months, with earnings more than doubling, Alpine’s stock price has been weighed down by its connection to Alps’ declining business. Had Alpine’s stock been left to freely trade instead of being capped by Alps’ offer ratio, the market price for Alpine would be significantly higher. Alps has kept Alpine’s market price artificially low. The proposed Share Exchange Ratio is a 17% discount to Alpine’s current market price.

Alpine’s Third-party Committee is not truly independent

Hideo Kojima is a member of Alpine’s Audit and Supervisory Committee, an outside director of Alpine and a member of the Third-party Committee entrusted with ensuring that minority shareholders are protected in the proposed merger with Alps. Minority shareholders are heavily reliant on Kojima-san, however, we have found that Kojima-san has strong historical ties to Alps which we believe suggest he is far more interested in helping Alps get the best deal possible, and not minority shareholders.

Kojima-san was one of the Ernst & Young auditors mentioned in the Alps Japanese annual reports in Fiscal Year end March 2005 and March 2006. He was also the auditor of Alps Logistics (9055 JP), a 46.6% subsidiary of Alps, in the same years. He became the Statutory Auditor at Alpine in 2011 and a Director and Audit Committee Member in 2016. It is abundantly clear that Kojima-san has had an intimate relationship with Alps and its subsidiaries for many years, and is likely far more concerned with Alps’ wishes than he is with Alpine’s minority shareholders’ rights.

Kojima-san’s membership of the Third-party Committee has tainted the decisions made by the committee and the committee itself. We find his presence on the Third-party Committee to be in direct conflict with the spirit of the independence per the Supreme Court’s decision in the Jupiter Telecommunications case.

We call on Alpine to remedy the undervaluation

As we have demonstrated in our website, press releases and correspondence with Alpine, there have been significant flaws in both the process and the valuation leading to the share exchange agreement between Alps and Alpine. There are substantial questions over the independence of the valuation expert SMBC Nikko Securities, which with its affiliates has provided various services to the Alps group, and members of the Third-party Committee, such as Kojima-san, as highlighted above. It appears plainly to any outsider that the Share Exchange Ratio was set to favor Alps as much as possible, at the expense of Alpine minority shareholders.

We call on Alpine to change its attitude towards its minority shareholders and work with us to appoint an independent valuation agent and a new Third-party Committee that is acceptable to both Alpine and its minority shareholders. If Alpine truly believes that the valuation is fair then it should see no problem in doing this.

Why you should vote for the Oasis Shareholder Proposals

Shareholder Proposal 1 – Dividend of the Surplus

Oasis is asking shareholders to vote for a special dividend by Alpine of JPY325 per share.

A dividend of JPY325 will not remedy the undervaluation of the Share Exchange Ratio, but it will be a positive improvement. Support for the dividend will further demonstrate minority shareholder dissatisfaction, and push Alpine to renegotiate with Alps. This partially helps ameliorate the damage caused by the arbitrary allocation in the valuation of JPY30 billion to working capital, dividends and taxes, when Alpine does not appear to have needed more than JPY5.5 billion of cash-on-hand for working capital before, dividends are just JPY2.1 billion, and taxes are paid from operating cash flow.

Shareholder Proposal 2 – Appointment of a Director

Oasis is nominating Mr. Naoki Okada as an additional independent director to Alpine’s Board of Directors. Alpine’s current Board of Directors, including its independent directors, have failed in treating all shareholders equally and in protecting minority shareholders. We believe that it is wholly appropriate for minority shareholders to elect truly independent directors that will act in the best interest of all stakeholders, and not just Alps.

Mr. Okada is the President and Representative Director of AVL Japan K.K., the Japanese subsidiary of AVL, one of the largest powertrain engineering company in the world. Mr. Okada has grown the subsidiary into the second largest of all AVL affiliates. Mr. Okada has been heavily involved in business development at AVL, Continental Automotive Systems, Motorola Japan, TRW Automotive Japan and Sony Corporation.

Alpine stakeholders will benefit from Mr. Okada’s strong relationships with Japanese auto manufacturers as well as Korean companies, his expertise in sales and engineering roles, as well as his strong track record in developing new businesses with Japanese and Korean manufacturers at this critical time in the continued transformation of the automotive industry. In addition to protecting minority shareholders, we believe that the nomination of Mr. Okada will benefit all of Alpine’s stakeholders.

Shareholder Proposal 3 – Appointment of a Director and Audit Committee Member

Oasis is nominating Ms. Nao Miyazawa as an additional independent director to Alpine’s Board of Directors and as a member of Alpine’s Audit Committee. As stated above, Alpine’s current Board of Directors including its supposed independent directors has failed in treating all shareholders equally and in protecting minority shareholders. This is all the more true of the Audit and Supervisory Committee, which has the power to report directly to shareholders against management. Alpine’s Audit and Supervisory Committee has failed to effectively supervise Alpine’s management and protect all shareholders.

Ms. Miyazawa is an attorney at law at the OMM Law Office and was recently nominated as outside director of S-Pool (TYO:2471) receiving 100% of the vote. Ms. Miyazawa began her career at PIA Corporation, a listed company in Japan, where she was a manager before she registered as an Attorney of Law.

As a lawyer fully independent of Alpine, Ms. Miyazawa can rectify the failures of the current Audit Committee and make up for the questionable independence of Kojima-san as a member of the Audit Committee. Ms. Miyazawa will conduct the appropriate supervision and provide impartial advice to the Board of Directors that is in the best interests of all stakeholders, and not just Alps.

Further, her appointment would help bring much-needed diversity of perspective to Alpine’s board, which to date has never had a woman on the Board of Directors. Alpine’s board should diversify further by bringing in Miyazawa-San, not just because of her gender, but because she can contribute to the success of the company by providing diverse perspectives from the outside, to help the company overcome insularity and exclusivity and to enhance its global competitiveness.

VOTE FOR THE OASIS PROPOSALS

PROTECT ALPINE

***

Shareholders are encouraged to visit www.protectalpine.com to sign up for updates and learn how you can help. Shareholders may also contact us at protectalpine@oasiscm.com, or contact our Japanese legal counsel at Legal@protectalpine.com.

For media and all other inquiries, please contact thall@hk.oasiscm.com.

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors.Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer.More information about Oasis is available atoasiscm.com. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180508006878/en/

I Squared Capital, an independent global infrastructure investment manager, has signed an agreement through its ISQ Global Infrastructure Fund II, to acquire a 100 percent interest in TIP Trailer Services, a leading pan-European and Canadian trailer leasing and services company, from HNA Group (International) Company Limited.

Headquartered in Amsterdam and operating in 17 countries, TIP is one of the leading companies in its field in markets across Europe including Germany, the UK, Italy, France, Spain and the Benelux countries, as well as in Canada. It has a fleet of over 66,000 trailers and 86 trailer service centers serving approximately 7,700 customers, including numerous global logistics operators and retailers.

“Our investment in TIP is the result of a detailed review of global transportation opportunities that provide essential links while benefiting from macro-economic tailwinds,” said Adil Rahmathulla, Partner of I Squared Capital. “With strong market positions across Europe and a sizeable business in North America, TIP’s global reach is an excellent fit for I Squared Capital. We look forward to working with TIP’s seasoned executive management team and roster of world-class logistics and retail customers to continually deliver essential services and position the business to drive growth across Europe, North America and beyond.”

“This is the start of an exciting new chapter for TIP and we believe that as an infrastructure investor that knows our sector well, I Squared Capital will be a strong long-term partner for us,” said Bob Fast, CEO of TIP. “Our business is well-positioned for growth in the transportation equipment leasing and maintenance services sector in Europe and North America, and we are glad to have a partner with the capital to invest in our fleet and enable us to deliver even better service to our valued customers.”

I Squared Capital is a global infrastructure investor with over $12 billion of assets under management and focusing on energy, utilities, telecom and transport. Select portfolio companies include the Viridian Group, a leading integrated Irish utility with conventional generation, renewable generation, and supply; Grupo T-Solar, one of largest solar platforms in Spain with 392 megawatts of photovoltaic and concentrated solar power generation capacity; and American Intermodal Management, a transportation platform leasing new marine chassis with GPS technology to retailers, logistics companies and shipping lines in the U.S. intermodal supply chain.

Linklaters is legal advisor to I Squared Capital. EH Global Capital is the financial advisor to HNA, and CMS is HNA’s legal advisor.

About I Squared Capital

I Squared Capital is an independent global infrastructure investment manager focusing on energy, utilities, telecommunications and transport in the Americas, Europe, and Asia. The Firm has offices in New York, Houston, London, New Delhi, Hong Kong and Singapore.

About TIP Trailer Services

TIP Trailer Services is one of Europe and Canada’s leading equipment service providers. TIP Trailer services specializes in trailer leasing, rental, maintenance and repair, as well as other value-added services and provide these to transportation and logistics customers across Europe and Canada. Headquartered in Amsterdam, TIP services their customers from 86 locations spread over 17 countries.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180509005651/en/

• Quarterly net revenue of $59.8 million, up 22% year over year
• Quarterly gross profit of 60.6%
• 1,581 active clients at March 31, 2018, up 23% year over year
   

Rimini Street, Inc. (Nasdaq: RMNI), a global provider of enterprise software products and services, and the leading third-party support provider for Oracle and SAP software products, today announced financial results for its first quarter ended March 31, 2018.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180510006180/en/

Rimini Street Announces Fiscal First Quarter 2018 Financial Results (Photo: Business Wire)

“Rimini Street executed well in the first quarter of 2018, in revenue, service delivery and global operations,” stated Seth A. Ravin, Rimini Street co-founder and CEO. “We increased our investment in sales and marketing, and invested in the development of several new product and service solutions launched in April and May. We also had positive developments in our ongoing litigation with Oracle, including the U.S. Court of Appeals reversing and vacating certain awards, and ordering Oracle to refund approximately $50 million (which Oracle has done, a portion of which has been paid into escrow). Rimini Street plans to fuel growth and continue improving operating leverage by recruiting and hiring additional senior executive talent, further increasing sales and marketing investments, ramping up sales of new product and service offerings, and expanding global service delivery capabilities.”

“Revenue in the first quarter of fiscal year 2018 came in within our guidance range, and was driven by balanced growth across all geographies. The litigation refund of $21.5 million we received from Oracle in the quarter was used primarily to pay down debt obligations under our credit facility on April 3, 2018,” stated Tom Sabol, Rimini Street CFO. “This decreased our total debt obligations while lowering our go forward debt servicing costs. In addition, we remain committed to further reducing our cost of capital and improving free cash flows to fund investment in growth opportunities.”

Launch of New Product and Service Solutions

On April 24, Rimini Street announced the immediate availability of Rimini Street Mobility and Rimini Street Analytics – its latest offerings in a new family of solutions designed to provide an improved competitive advantage to organizations with mature and valuable enterprise software investments. Rimini Street Advanced Database Security was the first offering in this new family of products, and launched in 2017. Rimini Street’s new solutions enable an organization to quickly and cost-effectively modernize their current enterprise software with the latest desired features and capabilities, future-proof their technical platforms against yet-unknown technology changes, and secure their systems against a constantly evolving threat environment. Rimini Street’s new solutions allow organizations to leverage their existing systems as a solid foundation for an innovative hybrid IT strategy.

Additionally, today, Rimini Street announced the extension of its proven, award-winning support model and global capabilities to SaaS products, beginning with the launch of services for Salesforce Sales Cloud and Service Cloud products. The Company’s goal is to help clients achieve greater success by optimizing their investment across the hybrid enterprise, which now includes support for traditionally-licensed and SaaS enterprise software. Salesforce customers can leverage Rimini Street’s award-winning, ultra-responsive support services to supplement and complement their core Salesforce-provided maintenance program to accelerate delivery of capabilities, optimize total operating costs and maximize ROI. These new services will enable Salesforce customers to benefit from Rimini Street’s proven 24x7x365 operational support with 15-minute guaranteed response for urgent issues, in addition to managed system administration and configuration, customization and integration project services.

Press releases that contain additional information about the new product and service solutions are posted on the Company’s website.

First Quarter 2018 Financial Highlights

• Net Revenue was $59.8 million for the quarter, an increase of 22% compared to $49.1 million for the same period last year.
• Annualized Subscription Revenue was $239 million for the quarter, an increase of 22% compared to $196 million for the same period last year.
• Active Clients as of March 31, 2018 were 1,581, an increase of 23% compared to 1,285 as of March 31, 2017.
• Revenue Retention Rate was 92.9% for the trailing 12-months ended March 31, 2018, compared to 93.6% for the comparable period ending March 31, 2017.
• Gross Profit Percentage was 60.6% for the quarter compared to 62.6% for the same period last year, reflecting increased infrastructure investment and tax, legal and regulatory deliverables for certain countries.
• Operating Income was $25.2 million for the quarter compared to $2.8 million for the same period last year and includes $21.3 million from the Oracle litigation refund. Non-GAAP Operating Income was $6.1 million for the quarter compared to $7.1 million for the same period last year.
• Net income was $3.5 million or diluted earnings per share of $0.05 based on 68.2 million weighted average fully diluted shares outstanding compared to a net loss of $14.5 million, or a diluted loss per share of $0.59 based on 24.4 million weighted average fully diluted shares outstanding for the same period last year. Non-GAAP net loss for the quarter was $16.3 million compared to $4.5 million for the same period last year.
• Cash flow from operations for the quarter was $18.7 million compared with $6.6 million in the same period last year.
• Adjusted EBITDA for the quarter was $6.7 million compared to $7.7 million for the same period last year.
• During March 2018, Oracle was ordered by the U.S. Court of Appeals to refund approximately $50 million paid by Rimini Street to Oracle for overturned and vacated awards related to litigation. On March 30, 2018, Rimini Street received $21.5 million from Oracle. In addition, on May 2, 2018, as agreed upon between Rimini Street and Oracle, Oracle placed an additional $28.5 million in a court-controlled escrow account to be distributed following the outcome of a remand decision on attorney’s fees. We currently expect the U.S. Federal District Court to rule on this matter sometime in 2018.

Reconciliations of the non-GAAP financial measures provided in this press release to their most directly comparable GAAP financial measures are provided in the financial tables included at the end of this press release. An explanation of these measures and how they are calculated is also included under the heading “About Non-GAAP Financial Measures and Certain Key Metrics.”

First Quarter 2018 Company Highlights

• Expanded the Rimini Street senior management team with the appointment of Gregory Symon as senior vice president, Worldwide Field Operations. Mr. Symon is a 30-year veteran of enterprise technology and software sales with proven success in sales team leadership, business development and sales strategy, including senior sales leadership roles at Intel, Red Hat and Sitecore.
• Appointed Hyungwook “Kevin” Kim as country manager, South Korea. Mr. Kim brings over 20 years of sales and sales leadership experience to Rimini Street. Most recently he served as senior sales director for Oracle Korea, and previously served in sales at SAP Korea.
• Saved clients over $3 billion in total maintenance costs to date since its inception.
• Closed more than 7,000 support cases across 49 countries, and once again achieved an average client satisfaction rating on the Company’s support delivery of 4.8 out of 5.0 (where 5.0 is “excellent”).
• Recognized by the Stevie Awards for Sales & Customer Service with five awards including Customer Service Department of the Year and Customer Service Leader of the Year.
• Presented at 11 CIO and IT and procurement leader events worldwide, including events in Brazil, Japan, Netherlands, South Korea, the UK and the U.S.

Second Quarter 2018 Revenue Guidance

The Company is currently providing second quarter 2018 revenue guidance to be in the range of approximately $60.0 million to $61.0 million.

Full Year 2018 Revenue Guidance

The Company is reaffirming full year 2018 revenue guidance to be in the range of approximately $250 million to $270 million.

Webcast and Conference Call Information

Rimini Street will host a conference call and webcast to discuss the first quarter 2018 results at 5:00 p.m. Eastern / 2:00 p.m. Pacific time on May 10, 2018. A live webcast of the event will be available on Rimini Street’s Investor Relations site at https://investors.riministreet.com/events-and-presentations/upcoming-and-past-events. Dial-in participants can access the conference call by dialing (855) 213-3942 in the U.S. and Canada and entering the code 3094007. A replay of the webcast will be available for at least 90 days following the event.

Company’s Use of Non-GAAP Financial Measures

This press release contains certain “non-GAAP financial measures.” Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of operating performance in accordance with disclosures required by generally accepted accounting principles, or GAAP. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release. Presented under the heading “About Non-GAAP Financial Measures and Certain Key Metrics” is a description and explanation of our non-GAAP financial measures.

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise software products and services, and the leading third-party support provider for Oracle and SAP software products, based on both the number of active clients supported and recognition by industry analyst firms. The Company has redefined enterprise software support services since 2005 with an innovative, award-winning program that enables licensees of IBM, Microsoft, Oracle, SAP and other enterprise software vendors to save up to 90 percent on total support costs. Clients can remain on their current software release without any required upgrades for a minimum of 15 years. Over 1,580 global Fortune 500, midmarket, public sector and other organizations from a broad range of industries currently rely on Rimini Street as their trusted, third-party support provider. To learn more, please visit http://www.riministreet.com, follow @riministreet on Twitter and find Rimini Street on Facebook and LinkedIn. (IR-RMNI)

Forward-Looking Statements

Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding our second quarter and annual 2018 revenue guidance, industry, future events, future opportunities and growth initiatives, hiring plans, estimates of Rimini Street’s total addressable market, and projections of customer savings. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding Rimini Street’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Rimini Street operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Rimini Street operates; adverse litigation developments or government inquiry; the final amount and timing of any refunds from Oracle related to our litigation; our ability to refinance existing debt on favorable terms; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the success of our recently introduced products and services, including Rimini Street Mobility, Rimini Street Analytics, Rimini Street Advanced Database Security, and services for Salesforce Sales Cloud and Service Cloud products; the loss of one or more members of Rimini Street’s management team; uncertainty as to the long-term value of RMNI common stock; and those discussed under the heading “Risk Factors” in Rimini Street’s Annual Report on Form 10-K filed on March 15, 2018, as updated from time to time by Rimini Street’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings by Rimini Street with the Securities and Exchange Commission. There may be additional risks that Rimini Street presently knows or that Rimini Street currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Rimini Street’s expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause Rimini Street’s assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street’s assessments as of any date subsequent to the date of this communication.

Salesforce, Service Cloud, Sales Cloud and others are trademarks of salesforce.com, inc.

© 2018 Rimini Street, Inc. All rights reserved. “Rimini Street” is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein.

About Non-GAAP Financial Measures and Certain Key Metrics

To provide investors and others with additional information regarding Rimini Street’s results, we have disclosed the following non-GAAP financial measures and certain key metrics. We have described below Active Clients, Annualized Subscription Revenue and Revenue Retention Rate, each of which is a key operational metric for our business. In addition, we have disclosed the following non-GAAP financial measures: non-GAAP operating income, non-GAAP net loss, EBITDA, and adjusted EBITDA. Rimini Street has provided in the tables above a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. Due to a valuation allowance for our deferred tax assets, there were no tax effects associated with any of our non-GAAP adjustments. These non-GAAP financial measures are also described below.

The primary purpose of using non-GAAP measures is to provide supplemental information that management believes may prove useful to investors and to enable investors to evaluate our results in the same way management does. We also present the non-GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis, as well as comparing our results against the results of other companies, by excluding items that we do not believe are indicative of our core operating performance. Specifically, management uses these non-GAAP measures as measures of operating performance; to prepare our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communications with our board of directors concerning our financial performance. Investors should be aware however, that not all companies define these non-GAAP measures consistently.

Active Client is a distinct entity that purchases our services to support a specific product, including a company, an educational or government institution, or a business unit of a company. For example, we count as two separate active clients when support for two different products is being provided to the same entity. We believe that our ability to expand our active clients is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients.

Annualized Subscription Revenue is the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base assuming no cancellations or price changes occur during that period. Subscription revenue excludes any non-recurring revenue, which has been insignificant to date.

Revenue Retention Rate is the actual subscription revenue (dollar-based) recognized over a 12-month period from customers that were clients on the day prior to the start of such 12-month period, divided by our Annualized Subscription Revenue as of the day prior to the start of the 12-month period.

Non-GAAP Operating Income is operating income adjusted to exclude: litigation costs, net of related appeal awards and insurance recoveries, and stock-based compensation expense. These exclusions are discussed in further detail below.

Non-GAAP Net Income (Loss) is net income (loss) adjusted to exclude: litigation costs, net of related appeal awards and insurance recoveries, post judgment interest on litigation appeal awards, stock-based compensation expense, and gains or losses on changes in fair value of embedded derivatives and redeemable warrants These exclusions are discussed in further detail below.

We exclude the following items from our non-GAAP financial measures, as applicable, for the periods presented:

Litigation Costs and related recoveries: Litigation costs, the associated insurance recoveries, adjustments to the deferred settlement liability, litigation appeal awards and post judgment interest relate to outside costs and recoveries for our litigation activities. These costs and related recoveries reflect the ongoing litigation we are involved with, and do not relate to the day-to-day operations or our core business of serving our clients.

Stock-Based Compensation Expense: Our compensation strategy includes the use of stock-based compensation to attract and retain employees. This strategy is principally aimed at aligning the employee interests with those of our stockholders and to achieve long-term employee retention, rather than to motivate or reward operational performance for any particular period. As a result, stock-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

Loss (Gain) on Changes in Fair Value of Embedded Derivatives and Redeemable Warrants: Our credit facility includes features that were determined to be embedded derivatives requiring bifurcation and accounting as separate financial instruments. Until October 2017, we also had redeemable warrants that were required to be carried at fair market value with changes in fair value resulting in gains and losses in our statement of operations. We have excluded the gains and losses related to the changes in fair value of embedded derivatives and redeemable warrants given the nature of the fair value requirements. We are not able to manage these amounts as part of our business operations nor are the costs core to servicing our clients and have excluded them.

Other Debt Financing Expenses: Other debt financing expenses include non-cash write-offs and amortization of debt discounts and issuance costs under our credit facility, and collateral monitoring and other fees payable in cash related to the credit facility. Since these amounts related to our debt financing structure, we exclude them since they do not relate to the day-to-day operations or our core business of serving our clients.

EBITDA is net income (loss) adjusted to exclude: interest expense, income tax expense, and depreciation and amortization expense.

Adjusted EBITDA is EBITDA adjusted to exclude: litigation costs, net of related appeal and insurance recoveries, post judgment interest on litigation appeal awards, stock-based compensation expense, gains or losses on changes in the fair value of embedded derivatives and redeemable warrants, and other debt financing expenses, as discussed above.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180510006180/en/

Avalara, Inc. (“Avalara”) announced that it has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. Avalara intends to list its common stock on the New York Stock Exchange under the ticker symbol “AVLR.”

Goldman Sachs & Co. LLC, J.P. Morgan and BofA Merrill Lynch will act as book-running managers for the proposed offering. JMP Securities, KeyBanc Capital Markets and Stifel will act as co-managers.

The offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the offering may be obtained, when available, from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com, or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Avalara

Avalara helps businesses of all sizes achieve compliance with transaction taxes, including sales and use, VAT, excise, communications, and other tax types. The company delivers comprehensive, automated, cloud-based solutions designed to be fast, accurate, and easy to use. The Avalara Compliance Cloud® platform helps customers manage complicated and burdensome tax compliance obligations imposed by state, local, and other taxing authorities throughout the world.

Avalara offers more than 600 pre-built connectors into leading accounting, ERP, ecommerce and other business applications, making the integration of tax and compliance solutions easy for customers. Each year, the company processes billions of indirect tax transactions for customers and users, files more than a million tax returns, and manages millions of tax exemption certificates and other compliance documents.

Headquartered in Seattle, Avalara has offices across the U.S. and overseas in the U.K., Belgium, Brazil, and India. More information at www.avalara.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180511005098/en/

• Senior Citizens can get up to 8.45% on 36 - 60 months tenor and up to 8.70% on renewals

• Existing loans and FD customers will get up to 8.35% on 36 - 60 months tenor and up to 8.60% on renewals

• New Customer will get up to 8.10% on 36 - 60 months tenor

Bajaj Finance Ltd., the lending and investment arm of Bajaj Finserv, has revised its Fixed deposit interest rate up to 8.35% for a tenor of 36 - 60 months. The company is offering this interest rate to its existing loans and FD customers under the cumulative option and on an annualised basis under non-cumulative option. For the same option and tenure, new FD customers would get 8.10% instead of 7.85 percent earlier.
 
Senior citizens can earn an interest rate of 8.45% for a tenor ranging between 36 to 60 months. Bajaj Finance Fixed Deposit has been accorded 'FAAA/Stable' rating by CRISIL and 'MAAA (Stable)' rating by ICRA which indicate highest degree of safety with regard to timely payment of interest and principal on the instrument.
 
For the newly launched special tenor scheme of 15 months and minimum FD size of INR 100,000, the FD rate would be up to 7.70% for new customer and 8.05% for senior citizens.
 
Features and benefits of fixed deposit:

Higher interest rates for senior citizens
Senior citizens investing in the Bajaj Finance Fixed deposit earns an additional 1 percent rate of interest
 
Minimum deposit
Investors can start with a minimum deposit of Rs. 25,000 and earn higher interest
 
Renewal benefits
Fixed Deposits with Bajaj Finance Ltd., will help you earn the highest rate of returns of 8.10% with additional 0.10% renewal benefit
 
Flexible Tenors
Flexible tenors between 12 and 60 months, to suit the financial needs. The option to close your existing FD and start a new account for a different tenor, in case one changes his mind.

Cambridge Blockchain, Inc announced a Series A equity financing today, led by HCM Capital, the venture arm of Foxconn Technology Group. HCM was joined by Partech and Digital Currency Group in a $7 million first close, including new capital and conversion of outstanding debt. The investors expressed their confidence in the company as it prepares to extend its blockchain-based Enterprise Data Management software to new applications.

“HCM has invested in blockchain start-ups since early 2016, as we saw the potential of distributed ledger technology with enterprise use cases including Industrial Internet, IoT-enabled manufacturing, supply chain provenance, trade finance, and payments,” said Jack Lee, Founding Managing Partner of HCM Capital. “However, we soon realized that digital identity is a critical building block to achieve value through decentralized information transfers. Cambridge Blockchain has the best team and experience handling strict requirements from financial institutions for privacy and personal data compliance, which can be extended to grow new applications in the decentralized digital economy of the future.”

Romain Lavault, General Partner at Partech, explained that as the European General Data Protection Regulation (GDPR) takes full effect this month, Cambridge Blockchain is well-positioned to expand its enterprise data management software to serve a broader global market. “Blockchain has been a hot buzzword for a few years now, but very few software companies have actually reached full-scale production rollouts. This is where Cambridge Blockchain has impressed us and their first customers in Europe.”

“Cambridge Blockchain is a leader in bringing distributed ledgers into large financial institutions,” remarked Barry Silbert, Founder and CEO of Digital Currency Group. “The company is making the know-your-customer process more efficient, while laying the groundwork for a future in which users can better own and safeguard their personal information.”

Foxconn, one of the top 10 technology companies in the world (ranked by Forbes, 2017), is now exploring deployments of Cambridge Blockchain software to improve IoT device management and global supply chain operations. “Foxconn’s HCM brings a compelling strategic view of blockchain and digital identity,” said Matthew Commons, Cambridge Blockchain’s CEO. “We’re delighted to have their involvement, as well as the renewed backing of Partech and DCG.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20180515005800/en/

Launched in February 2018, Ditto Bank is a new generation digital solution, which offers multiple accounts in different currencies to frequent travellers, cross border commuters, expats and students who study abroad.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180515006771/en/

Credits: IDEMIA

Smart PIN service enables Ditto Bank customers to access their PIN codes instantly in their banking smartphone app. A seamless customer journey means that there is no need for them to wait days to receive their PIN code, which is available immediately, and use their card. As this feature of the smartphone app can also be used for PIN reminders, the card will also be easier to use, since there is no risk of customers forgetting their PIN codes!

Ditto Bank has selected IDEMIA to work on the project from Day 1, in 2015. IDEMIA brought the new digital bank a suite of products, such as the Ditto Bank card and packaging and related Smart Services including Smart PIN, the electronic PIN solution.

Disrupting traditional banking models, Smart PIN meets Ditto Bank’s objectives: making life easier for its customers by providing an instant and borderless service.

"Digital technology has revolutionized many sectors and that continues today in the banking industry. We are delighted to instigate this change with Ditto Bank by marketing solutions that can revolutionize the customer experience. We’re looking forward to supporting Ditto in its expected international expansion as well as in launching new services," says Pierre Barrial, Executive Vice-President Financial Institutions at IDEMIA.

"We wanted to create a next-generation bank with global ambition and so it was only natural to cooperate with IDEMIA. Its unique digital solutions combined with its global presence make it a key partner in Ditto Bank’s development," added Sylvain Pignet, Ditto Bank’s CEO.

About IDEMIA

OT-Morpho is now IDEMIA, the global leader in Augmented Identity for an increasingly digital world, with the ambition to empower citizens and consumers alike to interact, pay, connect, travel and vote in ways that are now possible in a connected environment.

Securing our identity has become mission critical in the world we live in today. By standing for Augmented Identity, we reinvent the way we think, produce, use and protect this asset, whether for individuals or for objects. We ensure privacy and trust as well as guarantee secure, authenticated and verifiable transactions for international clients from Financial, Telecom, Identity, Public Security and IoT sectors.

OT (Oberthur Technologies) and Safran Identity & Security (Morpho) have joined forces to form IDEMIA. With close to $3 billion in revenues and 14,000 employees around the world, IDEMIA serves clients in 180 countries.

For more information, visit www.idemia.com / Follow @IdemiaGroup on Twitter

View source version on businesswire.com: https://www.businesswire.com/news/home/20180515006771/en/

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  Unidad de Conocimiento is a group of five individual corporations, with approximately 50,000 employees in Colombia and another 10,000 in other Latin American operations. The organization, which includes Grupo Bancolombia, was motivated to equip its growing workforce with the latest PCs and laptops to enhance productivity and efficiency. The group turned to Dell to ensure that all employees – whether in banking, healthcare insurance, cement manufacturing or food processing – had the right device for the right job, backed by a full range of services and support.
   
• State Bank of India
  The State Bank of India, the largest public-sector bank in the country, implemented a converged private cloud based on all-flash storage, data protection, services and VMware as part of an overhaul of its branch operations. The bank also recently opened a major innovation center to explore the integration of emerging technology, such as blockchain, artificial intelligence and machine learning.

‘ePayLater vs credit cards’

• For the first time, instant digital credit to individuals is made possible using the BHIM UPI railroad
• ePayLater’s partnership with IDFC Bank brings one of the most frictionless ways to transact using BHIM UPI

Today the PCI Security Standards Council (PCI SSC) published a minor revision to the PCI Data Security Standard (PCI DSS), which businesses around the world use to safeguard payment card data before, during and after a purchase is made. PCI DSS version 3.2.1 replaces version 3.2 to account for effective dates and Secure Socket Layer (SSL)/early Transport Layer Security (TLS) migration deadlines that have passed. No new requirements are added in PCI DSS v3.2.1. PCI DSS v3.2 remains valid through 31 December 2018 and will be retired as of 1 January 2019.

“This update is designed to eliminate any confusion around effective dates for PCI DSS requirements introduced in v3.2, as well as the migration dates for SSL/early TLS,” said PCI SSC Chief Technology Officer Troy Leach. “It is critically important that organizations disable SSL/early TLS and upgrade to a secure alternative to safeguard their payment data.”

The minor changes in PCI DSS v3.2.1 reflect how existing requirements are affected once the effective dates and SSL/TLS migration deadlines have passed so that organizations can accurately report how their implementations meet these existing requirements after 30 June. Specifically, the changes include:

• Removal of notes referring to an effective date of 1 February 2018 for applicable requirements, as this date has passed.
• Updates to applicable requirements and Appendix A2 to reflect that only POS POI (point of sale point of interaction) terminals and their service provider connection points may continue using SSL/early TLS as a security control after 30 June 2018.
• Removal of multi-factor authentication (MFA) from the compensating control example in Appendix B, as MFA is now required for all non-console administrative access; addition of one-time passwords as an alternative potential control for this scenario.

The updates in PCI DSS v3.2.1 do not affect the Payment Application Data Security Standard (PA-DSS), which will remain at v3.2.

PCI DSS v3.2.1 and a summary of changes from v3.2 to v3.2.1 are available now in the Document Library on the PCI SSC website. Updated versions of the Migrating from SSL and Early TLS Information Supplement, Self-Assessment Questionnaires (SAQ) and SAQ Instructions and Guidelines will be published shortly to support PCI DSS v3.2.1.

For more information, read PCI Perspectives blog Q&A with Chief Technology Officer Troy Leach: PCI DSS Now and Looking Ahead.

About the PCI Security Standards Council
The PCI Security Standards Council (PCI SSC) leads a global, cross-industry effort to increase payment security by providing industry-driven, flexible and effective data security standards and programs that help businesses detect, mitigate and prevent cyberattacks and breaches. Connect with the PCI SSC on LinkedIn. Join the conversation on Twitter @PCISSC. Subscribe to the PCI Perspectives Blog.

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The Valence Group has advised ChemicaInvest, a joint venture between CVC Capital Partners and Royal DSM, on the sale of Fibrant BV and 60% of the shares of Fibrant China to Highsun Group Holdings Limited of China. The transaction is expected to close in Q3 2018.

About The Valence Group

The Valence Group is a specialist investment bank offering M&A advisory services exclusively to companies and investors in the chemicals, materials and related sectors. The Valence Group team includes a unique combination of professionals with backgrounds in investment banking and strategy consulting within the chemicals and materials industries, all focused exclusively on providing M&A advisory services to the chemicals and materials sector. The firm’s offices are located in New York and London.

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Taro Pharmaceutical Industries Ltd. (NYSE:TARO) (“Taro” or the “Company”) today provided unaudited financial results for the quarter and year ended March 31, 2018.
 

Quarter ended March 31, 2018 Highlights ─ compared to March 31, 2017

• Net sales of $175.2 million decreased $21.2 million, the result of continuing increased competition and the challenging pricing environment, particularly in the U.S.; despite an increase in overall volumes.
• Gross profit of $118.9 million decreased $24.9 million, and as a percentage of net sales was 67.9% compared to 73.2%.
• Research and development (R&D) expenses of $20.3 million increased slightly from the comparable quarter.
• Selling, marketing, general and administrative expenses (SG&A) increased $1.6 million to $23.8 million.
• Operating income of $74.8 million decreased $26.9 million and as a percentage of net sales was 42.7% as compared to 51.8%.
• Interest and other financial income increased $2.2 million to $5.9 million.
• Foreign Exchange (FX) income of $16.0 million compared to FX expense of $5.8 million ─ a favorable impact of $21.9 million, principally the result of the weakening of the Canadian dollar vs. the U.S. dollar.
• Tax expense decreased $6.6 million to $10.7 million resulting in an effective tax rate of 11.0% compared to 17.3%.
• Net income attributable to Taro was $86.3 million compared to $83.0 million, resulting in diluted earnings per share of $2.17 compared to $2.05 for the same period last year.

Year ended March 31, 2018 Highlights─ compared to March 31, 2017

• Net sales of $661.9 million decreased $217.5 million, the result of continuing increased competition and the challenging pricing environment; despite an increase in overall volumes.
• Gross profit of $463.5 million decreased $207.7 million and as a percentage of net sales was 70.0% compared to 76.3%.
• R&D expenses of $70.4 million were relatively in line with the prior year.
• SG&A expenses of $88.2 million increased $2.5 million.
• Operating income of $303.0 million decreased $211.9 million, and as a percentage of net sales was 45.8% as compared to 58.6%.
• Interest and other financial income increased $5.5 million to $19.9 million.
• FX expense of $32.5 million compared to FX income of $20.2 million in 2017 ─ an unfavorable impact of $52.6 million, principally the result of the strength of the Canadian dollar vs. U.S. dollar.
• Other income of $1.9 million decreased $9.3 million, principally due to the sale of Keveyis in December 2016.
• Tax expense decreased $21.8 million to $82.0 million, however, the effective tax rate increased to 28.0% from 18.5%. During the third quarter, the Company recorded a $38.0 million expense for the impact of the re-measurement of the Company's estimated net deferred tax asset, as a result of the Tax Cuts and Jobs Act. Excluding the impact from the one-time re-measurement, tax expense would have been $44.0 million with an effective tax rate of 15.0%.
• Net income attributable to Taro was $211.2 million compared to $456.4 million, resulting in diluted earnings per share of $5.26 compared to $11.05. Excluding the impact of the one-time tax re-measurement, net income attributable to Taro would have been $248.0 million, or diluted earnings per share of $6.18.

Mr. Uday Baldota, Taro’s CEO stated, “Our results reflect the challenges that the entire U.S. generic industry has faced, and continues to encounter. While we continue to invest prudently in developing products, we have a reasonably good pipeline; some of which will come to market over the next 24 months. We also continue to look at initiatives and opportunities in areas of our core strengths and potentially some adjacent areas as well.”

Cash Flow and Balance Sheet Highlights

• Cash flow provided by operations for the year ended March 31, 2018, was $323.7 million compared to $437.5 million for the year ended March 31, 2017.
• As of March 31, 2018, cash, including short-term and long-term bank deposits and marketable securities, increased $190.8 million to $1.6 billion from March 31, 2017. Cash reflects the $107.0 million impact from the Company’s share repurchases during the current fiscal year.

FDA Approvals and Filings

The Company recently received approval from the U.S. Food and Drug Administration (“FDA”) for an Abbreviated New Drug Applications (“ANDA”): Clobetasol Propionate Spray, 0.05%. The Company currently has a total of thirty-two ANDAs awaiting FDA approval, including four tentative approvals. Taro's onychomycosis drug, Novexatin, did not meet the main goal of the Phase IIb study. The study data is being analyzed and we are evaluating the next course of action in the program.
 

Share Repurchase Program - Returning Capital to Shareholders
 

On November 23, 2016, the Company announced that its Board of Directors approved a $250 million share repurchase of ordinary shares. Under this authorization, repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its stock, and general market conditions. The repurchase authorization enables the Company to purchase its ordinary shares from time to time through open market purchases, negotiated transactions or other means, including 10b5-1 trading plans in accordance with applicable securities laws or other restrictions. On November 7, 2017, the Board extended the share repurchase program for one year.

During the year, the Company repurchased 1,085,694 shares at an average price of $102.52. Through May 1, 2018, in total under the authorization, the Company has repurchased 1,774,064 shares at an average price of $102.83; with $67.6 million remaining.
 

Earnings Call (8:00 am EDT, May 18, 2018)
 

As previously announced, the Company will host an earnings call at 8:00 am EDT on Friday, May 18, 2018, where senior management will discuss the Company’s performance and answer questions from participants. This call will be accessible through an audio dial-in and a web-cast. Audio conference participants can dial-in on the numbers below:

• Participant Toll-Free Dial-In Number: +1 (844) 421-0601 ID: 3249428
• Participant International Dial-In Number: +1 (716) 247-5800 ID: 3249428
• Web-cast: More details are provided on our website, www.taro.com

To participate in the audio call, please dial the numbers provided above five to ten minutes ahead of the scheduled start time. The operator will provide instructions on asking questions before the call. The transcript of the event will be available on the Company’s website at www.taro.com. An audio playback will be available for thirteen (13) days following the call.
 

About Taro
 

Taro Pharmaceutical Industries Ltd. is a multinational, science-based pharmaceutical company, dedicated to meeting the needs of its customers through the discovery, development, manufacturing and marketing of the highest quality healthcare products. For further information on Taro Pharmaceutical Industries Ltd., please visit the Company’s website at www.taro.com.

SAFE HARBOR STATEMENT

The unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary to present fairly the financial condition and results of operations of the Company. The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 20-F, as filed with the SEC.

Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements that do not describe historical facts or that refer or relate to events or circumstances the Company “estimates,” “believes,” or “expects” to happen or similar language, and statements with respect to the Company’s financial performance, availability of financial information, and estimates of financial results and information for fiscal year 2019. Although the Company believes the expectations reflected in such forward-looking statements to be based on reasonable assumptions, it can give no assurances that its expectations will be attained. Factors that could cause actual results to differ include general domestic and international economic conditions, industry and market conditions, changes in the Company's financial position, litigation brought by any party in any court in Israel, the United States, or any country in which Taro operates, regulatory and legislative actions in the countries in which Taro operates, and other risks detailed from time to time in the Company’s SEC reports, including its Annual Reports on Form 20-F.Forward-looking statements are applicable only as of the date on which they are made. The Company undertakes no obligations to update, change or revise any forward-looking statement, whether as a result of new information, additional or subsequent developments or otherwise.

**Financial Tables Follow**

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