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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
OSMOTICA PHARMACEUTICALS PLC
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulation 2007 (S.I. No. 60 of 2007) or, if you are not so resident, from another appropriately authorised independent financial adviser.
PRELIMINARY—SUBJECT TO COMPLETION
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OSMOTICA PHARMACEUTICALS PUBLIC LIMITED COMPANY
TO BE HELD AT
[ ] (IRISH TIME)
[ ], 2019
A&L Goodbody, 25-28 North Wall Quay, Dublin 1
PROPOSED APPROVAL OF WAIVER OF OFFER OBLIGATIONS UNDER RULE 37 OF THE IRISH TAKEOVER RULES TO ENABLE SHARE BUYBACKS OR REDEMPTIONS
Notice of an Extraordinary General Meeting of Osmotica Pharmaceuticals plc (Osmotica, the Company or we) to be held at A&L Goodbody, 25-28 North Wall Quay, Dublin 1 at [ ] am/pm on [ ], 2019 is set out at the end of this proxy statement. This proxy statement should be read as a whole. Your attention is drawn to the letter from Brian Markison, CEO and Chairman of the board of directors of Osmotica (the Board) in Part 1 of this proxy statement.
Record Date: July 15, 2019. Only members registered on the record date will have the right to participate and vote at the Extraordinary General Meeting.
Davy Corporate Finance, which is regulated in Ireland by the Central Bank of Ireland, is acting as financial adviser to the Company for the purposes of Rule 3 of the Irish Takeover Rules in respect of the proposals described in this proxy statement and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy Corporate Finance, or for providing advice in relation thereto.
This proxy statement is dated [ ], 2019.
Part 1 LETTER FROM THE CEO AND CHAIRMAN 1
Part 2 NOTICE OF EXTRAORDINARY GENERAL MEETING
Part 3 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Part 4 ADDITIONAL INFORMATION REQUIRED TO BE INCLUDED IN THIS CIRCULAR UNDER THE IRISH TAKEOVER RULES
Part 5 GENERAL INFORMATION
LETTER FROM THE CEO AND CHAIRMAN
25-28 North Wall Quay, Dublin 1, Ireland
Registered Number: 607944
Dear Osmotica Shareholder
We cordially invite you to attend the Extraordinary General Meeting (the EGM) of Osmotica to be held at A&L Goodbody, 25-28 North Wall Quay, Dublin 1 on [ ], 2019 at [ ] am/pm (Irish time). You will find the Notice of Extraordinary General Meeting set out on page 8 of this proxy statement.
This letter explains the business to be transacted at the Extraordinary General Meeting. Certain capitalized terms used in this letter and elsewhere in this proxy statement are defined in paragraph 18 of Part 4 of this proxy statement, entitled 'Additional Information Required to be included in this Circular under the Irish Takeover Rules'.
Background to the Proposals
On October 1, 2018, Osmotica announced that it intended to undertake an initial public offering of its shares on Nasdaq and was offering 8.3 million Ordinary Shares at an expected price between $14 and $16 per share. On October 17, 2018, Osmotica announced that it was offering 8.3 million Ordinary Shares at a price of $7 per share. On October 22, 2018, Osmotica announced the closing of its initial public offering of 7,647,500 Ordinary Shares (including shares issued upon exercise of the underwriters' overallotment option) at a price of $7.00 per share. In addition to the Ordinary Shares sold in the IPO, Osmotica sold 2,014,285 Ordinary Shares to certain existing shareholders, including the Affected Shareholders, at the IPO price.
Between the admission of the Ordinary Shares to trading on Nasdaq on October 18, 2018 and the related offering of Ordinary Shares (the IPO) and March 27, 2019, the day before the filing of the Company's Annual Report on Form 10-K, Osmotica's Ordinary Shares traded at prices per share of between $6.03 and $9.45. However, since the end of March 2019, Osmotica's share price has decreased significantly. As of close of markets on [ ], 2019, the share price was $[ ]. This represents a [ ]% decrease in Osmotica's share price since the IPO.
In this context, the Board believes that the current share price of Osmotica significantly undervalues the Company and it has been considering a range of strategic alternatives available to it. One such potential alternative is the possibility of the Company repurchasing its own shares. Under the Takeover Rules, any repurchase by Osmotica of its own shares may trigger mandatory offer requirements under Rule 37, unless these requirements are waived by the Panel. A condition of such waiver by the Irish Takeover Panel (the Panel) is the approval of a majority of independent shareholders. The requirements of Rule 37 are more fully described below under the heading 'Resolution 1—Avista & Altchem Waiver'. In order to grant the Company maximum flexibility to proceed with Share Repurchases, the Board has decided to convene an EGM to seek shareholder approval to do so.
Under the Articles of Association of the Company, Ordinary Shares which the Company agrees to acquire can be automatically converted to redeemable shares. Accordingly, for Irish company law purposes, the repurchases by the Company of its shares will be effected as redemptions.
As at the Latest Practicable Date, the issued and outstanding share capital of the Company was 52,518,924 Ordinary Shares. In order to provide the Board with flexibility to repurchase Ordinary Shares, should it decide in the future that that is the best course of action for the Company, the Board has decided to seek shareholder approval to purchase up to 10% of its issued and outstanding share capital as at the Latest Practicable Date, being up to 5,251,892 Ordinary Shares. Whether or not any Share Repurchases are made will depend on a number of factors, including the cash position of the Company in the future. As at [ ], the Company had cash and cash equivalents of [ ].
Resolution 1—Avista & Altchem Waiver
Under Rule 37 of the Irish Takeover Rules, if any person, or persons acting in concert, hold securities representing 30% or more (but less than 50%) of the voting share capital of a relevant company, and by reason of the purchase or redemption by that company of its own securities, the percentage of the voting share capital conferred by the securities held by that person, or by any one or more of those persons, increases by more than 0.05% in any 12 month period, then such person or, in the case of persons acting in concert, such one or more persons as the Panel may direct, will be obliged to make an offer to the holders of each class of equity share capital of the Company and to the holders of each other class of transferable voting securities of the company in accordance with Rule 37, unless that obligation has been waived by the Panel.
ACP Holdco (Offshore), L.P. (ACP Holdco), ACP III AIV, L.P. (ACP III), Orbit Co-Invest I LLC (Orbit I) and Orbit Co-Invest III LLC (Orbit III) (collectively, the Avista Funds) currently hold 20,450,785 Ordinary Shares (the Avista Shares) in total representing approximately 38.94% of the Company's issued Ordinary Share capital. Below is a table showing the breakdown of the individual Ordinary Share ownership of each of the Avista Funds as at the Latest Practicable Date.
Avista Capital Partners III GP, L.P. (a limited liability partnership formed in Delaware) (Avista) (Avista and the Avista Funds are together referred to as the Avista Shareholders), by virtue of its relationship as (i) general partner of ACP Holdco and ACP III and (ii) manager of Orbit I and Orbit III, may be deemed to share beneficial ownership of the Avista Shares. Voting and disposition decisions at Avista with respect to the Avista Shares are made by an investment committee of Avista.
AVISTA FUND
ORDINARY SHARES
PERCENTAGE OF ISSUED
ACP III AIV, L.P. 9,296,965 17.70 %
ACP HOLDCO (OFFSHORE), L.P. 5,183,899 9.87 %
ORBIT CO-INVEST I LLC 4,936,926 9.40 %
ORBIT CO-INVEST III LLC 1,032,995 1.97 %
If the Company redeems 5,251,892 Ordinary Shares pursuant to the Company's Articles of Association and assuming that none of the Avista Shareholders dispose of any Ordinary Shares, the total shareholdings of the Avista Shareholders in the Company, while remaining the same in number of Ordinary Shares, would increase as a percentage of the Company's issued share capital from 38.94% to 43.27%. As a result, the Avista Shareholders would become obliged under the Takeover Rules to extend a general offer to the Company's shareholders in accordance with Rule 37, unless that obligation has been waived by the Panel.
Altchem
Altchem Limited (a company incorporated in Cyprus) (Altchem) and Orbit Co-Invest A-1 LLC (a limited liability company organized in Delaware) (Orbit A-1), together, currently hold 22,417,540 Ordinary Shares (the Altchem Shares) in total representing approximately 42.68% of the Company's
issued Ordinary Share capital. Below is a table showing the breakdown of the individual Ordinary Share ownership of each of Altchem and Orbit A-1 as at the Latest Practicable Date.
Altchem, by virtue of its relationship as the manager of Orbit A-1, may be deemed to share beneficial ownership of the Ordinary Shares held by Orbit A-1. Voting and disposition decisions with respect to the Ordinary Shares beneficially owned by Altchem are made by the foundation council of Harsaul Foundation (Harsaul, together with Orbit A-1 and Altchem, the Altchem Shareholders), a foundation organized in Panama, in its absolute discretion. As a result, Harsaul may be deemed to share beneficial ownership of the Altchem Shares.
ALTCHEM FUND
PERCENTAGE OF ISSUED SHARE CAPITAL
ALTCHEM LIMITED 21,235,297 40.43 %
ORBIT CO-INVEST A-I LLC 1,182,243 2.25 %
If the Company redeems 5,251,892 Ordinary Shares pursuant to the Company's Articles of Association and assuming that none of the Altchem Shareholders dispose of any Ordinary Shares, the total shareholdings of the Altchem Shareholders in the Company, while remaining the same in number of Ordinary Shares, would increase as a percentage of the Company's issued share capital from 42.68% to 47.42%. As a result, the Altchem Shareholders would become obliged under the Takeover Rules to extend a general offer to the Company's shareholders in accordance with Rule 37, unless that obligation has been waived by the Panel.
Management Individuals
The Management Individuals (as defined in paragraph 18 of Part 4 of this proxy statement), together, currently hold 2,003,099 Ordinary Shares in total representing approximately 3.81% of the Company's issued Ordinary Share capital.
If the Company redeems 5,251,892 Ordinary Shares pursuant to the Company's Articles of Association and assuming that none of the Management Individuals dispose of any Ordinary Shares, the total shareholdings of the Management Individuals in the Company, while remaining the same in number of Ordinary Shares, would increase as a percentage of the Company's issued share capital from 3.81% to 4.23%. As a result, the Management Individuals may, if so directed by the Panel, become obliged under the Takeover Rules to extend a general offer to the Company's shareholders in accordance with Rule 37, unless that obligation has been waived by the Panel.
Panel Waiver
By letter dated June 7, 2019 to A&L Goodbody (the Company's Irish counsel) the Panel has agreed to waive the potential Rule 37 offer obligations described above, subject to the following conditions:
The passing of a resolution, on a poll vote, by a majority of the Independent Shareholders of Osmotica to approve the maximum shareholding of the Affected Shareholders, Non-Independent Directors and the Management Individuals of 94.92% as a result of the buy-back or redemption by Osmotica of up to 5,251,892 ordinary shares; and
The approval by the Panel of a circular to shareholders which should comply with the whitewash guidance note of Rule 9 of the Takeover Rules, as appropriate. This document has been so approved.
The approval referred to in paragraph (a) above is a simple majority approval of the Independent Shareholders who vote (in person or by proxy) at the meeting.
Approval of Resolution 1 is necessary to enable the Company to buyback or redeem up to 5,251,892 Ordinary Shares without the Affected Shareholders and/or the Management Individuals being obliged to make a mandatory offer for the entire issued share capital of the Company not already owned.
Under the Takeover Rules, the Board is presumed to be acting in concert with the Affected Shareholders. This presumption arises because the Company is regarded under the Takeover Rules as an associated company of the Affected Shareholders by virtue of the size of the Affected Shareholders' shareholdings in the Company. Following submissions made to the Panel on our behalf in September 2018 and January 2019, the Panel granted a rebuttal of this presumption insofar as it applies to those Directors who are not affiliated with the Affected Shareholders (being Messrs Weiss and Cowan) (the Independent Directors).
As Resolution 1 relates to a potential mandatory offer obligation under Takeover Rule 37 which the Affected Shareholders may incur, Messrs Markison, Burgstahler, Venkataraman, Sielecki and Vergez (the Non-independent Directors) are not permitted to advise the Independent Shareholders on it due to, amongst other affiliations with the Affected Shareholders, their presumption of concertedness with the Affected Shareholders pursuant to Takeover Rule 3.3(b)(ii). Accordingly, the Non-independent Directors have abstained from advising on Resolution 1.
The Independent Directors, who have been advised by Davy Corporate Finance, consider Resolution 1, which is a condition to the implementation of the Share Repurchases, to be in the best interests of the Company and the Independent Shareholders as a whole. In providing its advice on Resolution 1, Davy Corporate Finance has taken account of the commercial assessment of the Directors. Accordingly, the Independent Directors recommend that you vote in favour of Resolution 1.
The enclosed proxy card includes an admission ticket for one shareholder to attend the EGM. You may alternatively present a brokerage statement showing proof of your ownership of ordinary shares of Osmotica Pharmaceuticals plc as of July 15, 2019. All shareholders must also present a valid form of government-issued picture identification in order to attend.
Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the EGM, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.
We hope that you will be able to join us on [ ], 2019.
Brian Markison
Chief Executive Officer and Chairman of the Board of Directors
An Extraordinary General Meeting of Shareholders (the EGM) of Osmotica Pharmaceuticals plc (the Company, or Osmotica) will be held at A&L Goodbody, 25-28 North Wall Quay, Dublin 1 on [ ], 2019 at [ ] am/pm (Irish time) for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
"That, having regard to The Irish Takeover Panel Act 1997, Takeover Rules 2013 (the Takeover Rules) and to the conditions attached by the Irish Takeover Panel to the grant of a waiver under Rule 37 of the Takeover Rules as set out in its letter dated June 7, 2019 to A&L Goodbody (as described on page 5 of the proxy statement of which this Notice forms part), an increase in the percentage of the issued share capital of the Company owned and/or controlled by (i) Avista Capital Partners (Avista) of up to 43.27 per cent; (ii) Altchem Limited (Altchem) of up to 47.42 per cent; and (iii) Brian Markison, Andrew Einhorn (including through Harpua LLC), Christopher Klein, David Purdy, Kevin Hudy (through Premier Trust, Inc., as Trustee of the Kevin Hudy 2013 Non-Grantor Nevada Trust dated September 18, 2013), Steve Squashic (through Peak Trust Company, as Trustee of the Steven Squashic 2013 Non-Grantor Alaska Trust dated September 11, 2013), Rich Buecheler, Jarret Miller and James Schaub (the Management Individuals) of up to 4.23%, as a result of the repurchase or redemption by the Company of up to 5,251,892 ordinary shares of US$0.01 each in the capital of the Company pursuant to the authority conferred on the Company pursuant to the Articles of Association of the Company, be and is hereby approved on the basis that Avista, Altchem and the Management Individuals shall not by reason of such increase become obliged to make an offer to the Company's shareholders pursuant to the said Rule 37."
Shareholders of record at the close of business on July 15, 2019 are entitled to Notice of, and to vote at, the EGM and any adjournments or postponements thereof. Resolution 1 above is an ordinary resolution requiring a simple majority of the votes cast at the EGM to be approved. Only Independent Shareholders are entitled to cast votes on Resolution 1. The proposal is more fully described in the 'Letter from the CEO and Chairman' in Part 1 of this proxy statement.
Only Independent Shareholders are entitled to vote on Resolution 1.
To attend the EGM, you must demonstrate that you were an Osmotica shareholder as of the close of business on July 15, 2019, or hold a valid proxy for the EGM from such a shareholder. The enclosed proxy card includes an admission ticket for one shareholder to attend the EGM. A shareholder entitled to attend and vote at the EGM is entitled, using the proxy card provided, to appoint one or more proxies to attend, speak and vote instead of him or her at the EGM. A proxy need not be a shareholder of record. You may alternatively present a brokerage statement showing proof of your ownership of ordinary shares of Osmotica as of July 15, 2019. All shareholders must also present a valid form of government-issued picture identification in order to attend. Please allow additional time for these procedures.
[ ], 2019 By Order of the Board of Directors
Christopher Klein
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
The board of directors of Osmotica Pharmaceuticals plc (Osmotica or the Company) is soliciting your proxy for an Extraordinary General Meeting of Shareholders (the EGM). Attendance in person or by proxy of a majority of the shares outstanding and entitled to vote at the meeting is required for a quorum for the EGM.
Included with these proxy materials is a proxy card or a voting instruction card from your bank, broker or other nominee for the EGM. You may vote on the Internet, using the procedures and instructions described on the proxy card that you received. If you vote by Internet, your use of that system, and specifically the entry of your pin number or other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act, of each of Brian Markison, Andrew Einhorn, Christopher Klein and Rebecca Jewell, as your proxy to vote your shares on your behalf in accordance with your Internet instructions.
In addition to voting on the Internet, you may vote by telephone using the toll-free telephone number contained on the proxy card or voting instruction card. If you vote by telephone, your use of that telephone system, and specifically the entry of your pin number or other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act, of each of Brian Markison, Andrew Einhorn, Christopher Klein and Rebecca Jewell as your proxy to vote your shares on your behalf in accordance with your telephone instructions. You may also vote by mail by completing and returning a proxy card or voting instruction card. Both Internet and telephone voting provide easy-to-follow instructions and have procedures designed to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected.
You may revoke your proxy at any time before it is voted by voting later by telephone or Internet, returning a later-dated proxy card or delivering a written revocation to the Secretary of Osmotica. Your attendance at the EGM alone will not revoke your proxy.
Shareholders of record at the close of business on July 15, 2019 are entitled to vote at the meeting.
This proxy statement and the proxy card are being first made available to shareholders on or about the date of the notice of meeting. Our registered office is at 25-28 North Wall Quay, Dublin 1, Ireland and our primary US office is at 400 Crossing Boulevard, Bridgewater, NJ 08807.
Important Notice Regarding the Availability of Proxy Materials for the EGM to Be Held on [ ], 2019: Our proxy statement is attached. The proxy statement is available on our website at https://ir.osmotica.com/. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have "cookies" that identify visitors to the site.
ADDITIONAL INFORMATION REQUIRED TO BE INCLUDED IN THIS CIRCULAR UNDER THE IRISH TAKEOVER RULES
The Directors, whose names are set out in paragraph 3 of this Part 4, accept responsibility for the information contained in this proxy statement, except for the information relating to the Affected Shareholders for which responsibility is accepted as set out in paragraphs 1.2 and 1.3 below. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this proxy statement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Partners of Avista, whose names are set out in paragraph 5.4 of this Part 4, accept responsibility for the information contained in this proxy statement in respect of the Avista Shareholders. To the best of the knowledge and belief of the Partners of Avista (who have taken all reasonable care to ensure that such is the case), the information contained in this proxy statement in respect of the Avista Shareholders is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Altchem, whose names are set out in paragraph 6.4 of this Part 4, accept responsibility for the information contained in this proxy statement in respect of the Altchem Shareholders. To the best of the knowledge and belief of the directors of Altchem (who have taken all reasonable care to ensure that such is the case), the information contained in this proxy statement in respect of the Altchem Shareholders is in accordance with the facts and does not omit anything likely to affect the import of such information.
BUSINESS OF THE COMPANY
Osmotica is a fully integrated biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations. Our diversified product portfolio in the specialty neurology and women's health space, together with our non-promoted complex formulations of generic drugs, form the foundation of our unwavering commitment to improve patients' lives.
DIRECTORS OF THE COMPANY
As at the date of this proxy statement the Directors of the Company are:
Brian Markison Chairman and Chief Executive Officer
Fred Weiss Non-executive Director
David Burgstahler Non-executive Director
Juan Vergez Non-executive Director
Gregory L. Cowan Non-executive Director
Carlos Sielecki Non-executive Director
Sriram Venkataraman Non-executive Director
FINANCIAL INFORMATION RELATING TO THE GROUP
Osmotica Holdings S.C.Sp. acquired Lilydale Limited, which subsequently changed its name to Osmotica Pharmaceuticals plc on April 30, 2018 for the purpose of facilitating an offering of
ordinary shares in an initial public offering. On October 22, 2018, Osmotica Pharmaceuticals plc completed the IPO, in which it issued and allotted 7,647,500 Ordinary Shares (including shares issued upon exercise of the underwriters' overallotment option) at a public offering price of $7.00 per share. In addition to the Ordinary Shares sold in the IPO, Osmotica Pharmaceuticals plc sold 2,014,285 Ordinary Shares to certain existing shareholders, including the Affected Shareholders, at the IPO price.
Immediately prior to the IPO and prior to the commencement of trading of Osmotica Pharmaceuticals plc's Ordinary Shares on Nasdaq, Osmotica Holdings S.C.Sp. undertook a series of restructuring transactions that resulted in Osmotica Pharmaceuticals plc becoming the direct parent of Osmotica Holdings S.C.Sp with each holder of common units of Osmotica Holdings S.C.Sp. receiving approximately 42.84 ordinary shares of Osmotica Pharmaceuticals plc in exchange for each such common unit. In addition, each holder of an option to purchase common units of Osmotica Holdings S.C.Sp. received an option to purchase the number of ordinary shares of Osmotica Pharmaceuticals plc determined by multiplying the number of units underlying such option by approximately 42.84 (rounded down to the nearest whole share) and dividing the exercise price per unit for such option by approximately 42.84 (rounded up to the nearest whole cent). These transactions are referred to as the Reorganization. Accordingly, all share and share amounts for all periods presented in the financial statements incorporated by reference into this proxy statement have been adjusted retroactively, where applicable, to reflect the stock split.
Until the Reorganization on October 17, 2018, Osmotica Pharmaceuticals plc did not conduct any operations (other than activities incidental to its formation, the Reorganization and the pursuit of an initial public offering). Upon the completion of the Reorganization, the historical consolidated financial statements of Osmotica Holdings S.C.Sp. became the historical financial statements of Osmotica Pharmaceuticals plc. Accordingly, the consolidated financial statements incorporated by reference into this proxy statement reflect the financial information of Osmotica Holdings S.C.Sp.
The consolidated statements of the financial position and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows of the Group at December 31, 2018 and December 31, 2017, and the results of its operations and its cash flows for the years ended 31 December 2018 and 31 December 2017 (including the notes thereto) are incorporated by reference into this proxy statement and can be accessed at https://www.sec.gov/Archives/edgar/data/1739426/000155837019002499/osmt-20181231x10k.htm#ITEM8FINANCIALSTATEMENTS_107712 ..
The Group's condensed consolidated unaudited statements of operations, comprehensive income, financial position, changes in equity and cash flows in each case as at, or for the three months ended March 31, 2019 are also incorporated by reference into this proxy statement and can be accessed at https://www.sec.gov/Archives/edgar/data/1739426/000155837019004704/osmt-20190331x10q.htm.
A hard copy of these documents will not be sent to any shareholder unless requested. Shareholders of record may request these documents in hard copy form free of charge by requesting them in writing or by telephone as follows:
Osmotica Pharmaceuticals
400 Crossing Boulevard
Phone: +1 908 809 1300; Fax: +1 908 809 1301
In order to ensure timely delivery of documents, shareholders of record must make their request no later than five business days prior to the date of the EGM.
The following table is intended to allow shareholders easily identify information incorporated by reference:
Turnover and net profit or loss before taxation, the charge for tax, extraordinary items and minority interests for the last two financial years and in respect of any interim statement made since the last published audited accounts Form 10-K filed on March 28, 2019, page nos. 80 and 102 (available at https://www.sec.gov/Archives/edgar/
data/1739426/000155837019002499/osmt-20181231x10k.htm#Consolidated_Balance_Sheet).
Form 10-Q filed on May 9, 2019, page no. 6 (available at https://www.sec.gov/Archives/edgar/
data/1739426/000155837019004704/osmt-20190331x10q.htm#CONDENSEDCONSOLIDATEDBALANCESHEETS_97403).
A statement of net assets and liabilities shown in the latest published audited accounts
Form 10-K filed on March 28, 2019, page no. 101 (available at https://www.sec.gov/Archives/edgar/
A cash flow statement if provided in the last published audited accounts
Significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures
Form 10-K filed on March 28, 2019, Note 2 on pages 107-116 (available at https://www.sec.gov/Archives/edgar/
data/1739426/000155837019002499/osmt-20181231x10k.htm).
Form 10-Q filed on May 9, 2019, Note 2 on pages 9-12 (available at https://www.sec.gov/Archives/edgar/
data/1739426/000155837019004704/osmt-20190331x10q.htm).
Avista is a New York-based private equity firm focused on investments in growth-oriented healthcare businesses.
Avista was formed on March 21, 2011 under the laws of Delaware as a limited partnership. Avista's registered address is at 65 East 55th Street, 18th Floor, New York, NY 10022, USA. David Burgstahler and Thompson Dean directly control and are the beneficial owners of Avista.
David Burgstahler and Sriram Venkataraman are both Partners at Avista and each of them sit on the investment committee of Avista. In addition, Mr Burgstahler is the Co-Managing Partner, Co-Chief Executive Officer and President of Avista. Osmotica's CEO, Mr Markison, has been a healthcare industry advisor to Avista since September 2012.
As at the date of this proxy statement, the Partners of Avista are:
Thompson Dean Managing Partner and Co-CEO
David Burgstahler Managing Partner and Co-CEO
Robert Girardi Partner
Sriram Venkataraman Partner
Avista has never published any financial information.
Altchem is a holding company founded by an Argentine family. With more than 30 years of experience in the pharmaceutical industry, Altchem's founders have held interests in pharmaceutical companies in several regions of the world.
Altchem was formed on March 1, 2011 under the laws of Cyprus as a limited liability company. Altchem's registered address is at Kapaïokákn, 6 City House, 3032, Limasol, Cyprus. Voting and disposition decisions with respect to Ordinary Shares beneficially owned by Altchem are made by the foundation council of Harsaul Foundation, a foundation organized under the laws of Panama and with a registered address at Ave. Samuel Lewis and 54 Street, Panama, Republic of Panama,
in its absolute discretion. As a result, the Harsaul Foundation may be deemed to share beneficial ownership of the Ordinary Shares held by each of Altchem and Orbit A-1.
Juan Vergez acts as President of Orbit. Carlos Sielecki is beneficiary of the Buga Trust, a discretionary irrevocable trust organized under the laws of the Isle of Man. The Buga Trust is a beneficiary of 27.84% of the assets of the Harsaul Foundation that indirectly owns 100% of the shares of Altchem. Distributions out of the assets of the Harsaul Foundation to the above referenced trust as beneficiary are at the discretion of the Foundation Council, which has the power to make distributions of the assets of the foundation. However, the Foundation Council is limited in its discretion in that its authority to distribute assets is restricted to the Buga Trust and two other trusts, the beneficiaries of which are not associated with Altchem.
As at the date of this proxy statement, the directors of Altchem are:
Georgia Kafkalia Director
Evi Papageorgiou Director
Altchem has never published any financial information.
INTERESTS AND DEALINGS IN RELEVANT SECURITIES OF THE COMPANY
As at the close of business on the Latest Practicable Date, the Directors and persons connected to them (within the meaning of Section 220 of the Irish Companies Act) and other members of the Board Concert Party were interested in the following relevant securities of the Company (other than options to subscribe for Ordinary Shares, which are disclosed in paragraph 7.2 of this Part 4 and other than as disclosed in paragraphs 10 and 11 of this Part 4):
Number of Ordinary
Altchem Limited 21,235,297
ACP III AIV, L.P. 9,296,965
ACP Holdco (Offshore), L.P. 5,183,899
Orbit Co-Invest I LLC 4,936,926
Brian Markison 1,488,242
Orbit Co-Invest A-I LLC 1,182,243
Orbit Co-Invest III LLC 1,032,995
As at the close of business on the Latest Practicable Date, Directors held the following options to subscribe for Ordinary Shares:
No. of Options
Date for Vesting of
Brian Markison 642,526 US$ 14.95 February 3, 2016 May 5, 2026
Brian Markison 642,526 US$ 14.95 October 18, 2018 May 5, 2026
As at the close of business on the Latest Practicable Date, Directors held the following Restricted Share Units (RSUs) in respect of Ordinary Shares:
No. of RSUs
Grant Price
Vesting Date
Brian Markison 387,991 $ 7.12 February 25, 2019 February 25, 2024
Fred Weiss 11,467 $ 7.63 January 24, 2019 January 24, 2020
Fred Weiss 37,037 $ 3.15 June 18, 2019 The day after the 2020 Annual General Meeting of Shareholders
Gregory L. Cowan 11,467 $ 7.63 January 24, 2019 January 24, 2020
Gregory L. Cowan 23,148 $ 3.15 June 18, 2019 The day after the 2020 Annual General Meeting of Shareholders
Save as disclosed in this paragraph 7, at the close of business on the Latest Practicable Date, no Director or person(s) connected to the Directors (within the meaning of Section 220 of the Irish Companies Act) nor any other member of the Board Concert Party was interested, or held any short positions in any class of relevant securities of the Company.
At the close of business on the Latest Practicable Date, no:
subsidiary of the Company;
trustee of a pension scheme (other than an industry-wide pension scheme) in which the Company or a subsidiary of the Company participates; or
fund manager (other than exempt fund managers) connected with the Company, was interested, or held any short positions in any class of relevant securities of the Company.
There have been no dealings in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date by any member of the Board Concert Party.
At the close of business on the Latest Practicable Date, neither Davy Corporate Finance nor any persons controlling, controlled by or under the same control as Davy Corporate Finance was interested, or held any short position in the relevant securities of the Company. There have been no dealings in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date by Davy Corporate Finance or any persons controlling, controlled by or under the same control as Davy Corporate Finance.
At the close of business on the Latest Practicable Date, neither A&L Goodbody nor any of the partners or professional staff of A&L Goodbody who are actively engaged in the proposals referred to in this proxy statement or who are customarily engaged in the affairs of the Company since October 6, 2017 was interested, or held any short position in the relevant securities of the Company. There have been no dealings in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date by A&L Goodbody or any of its partners or
professional staff who are actively engaged in the proposals referred to in this proxy statement or who are customarily engaged in the affairs of the Company since October 6, 2017.
The Company has not repurchased or redeemed any relevant securities of the Company between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date.
At the close of business on the Latest Practicable Date, no person has provided any of the Affected Shareholders and/or the Management Individuals with an irrevocable commitment or letter of intent to accept or not accept any offer for the relevant securities of the Company or to vote (or to procure that any other person vote) in favour or against a resolution of the Company (including of its shareholders).
INTERESTS AND DEALINGS IN RELEVANT SECURITIES OF THE COMPANY BY AVISTA SHAREHOLDERS
Set out below are details of all interests held by Avista Shareholders in Ordinary Shares as at the close of business on the Latest Practicable Date:
Save as disclosed in this paragraph 8, at the close of business on the Latest Practicable Date, none of the Avista Shareholders, the directors of any Avista Shareholder or any other Avista Concert Party was interested in, or held, any short positions in any class of relevant securities of the Company.
There have been no dealings by Avista Shareholders in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date.
There have been no dealings in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date by the directors of any Avista Shareholder or any other Avista Concert Party.
INTERESTS AND DEALINGS IN RELEVANT SECURITIES OF THE COMPANY BY ALTCHEM SHAREHOLDERS
Set out below are details of all interests held by Altchem Shareholders in Ordinary Shares as at the close of business on the Latest Practicable Date:
ALTCHEM SHAREHOLDER
Save as disclosed in this paragraph 9, at the close of business on the Latest Practicable Date, none of the Altchem Shareholders, the directors of any Altchem Shareholder or any other Altchem Concert Party was interested in, or held, any short positions in any class of relevant securities of the Company.
There have been no dealings by Altchem Shareholders in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date.
There have been no dealings in the relevant securities of the Company during the period between October 18, 2018 (being the date of admission of the Ordinary Shares to trading on Nasdaq) and the Latest Practicable Date by the directors of any Altchem Shareholder or any other Altchem Concert Party.
INTERESTS AND DEALINGS IN RELEVANT SECURITIES OF AVISTA
Interests of the Company in relevant securities of Avista Shareholders
As at close of business on the Latest Practicable Date, neither the Company nor any subsidiary of the Company was interested, or held any short positions in any class of relevant securities of any Avista Shareholder.
Interests of Directors in relevant securities of Avista Shareholders
As at close of business on the Latest Practicable Date, only directors David Burgstahler, Sriram Venkataraman and Brian Markison own relevant securities in any of the Avista Shareholders. Mr Burgstahler indirectly owns approximately 1.4% of ACP III and Mr Venkataraman indirectly owns approximately 0.12% of ACP III. In connection with each of their positions as, in the case of Messrs Burgstahler and Venkataraman, partners of Avista, and, in the case of Mr Markison, healthcare industry advisor to Avista, each of Messrs Burgstahler, Venkataraman and Markison are limited partners of Avista.
Save as disclosed in this paragraph 10.2, as at close of business on the Latest Practicable Date, no Director or person(s) connected to the Directors (within the meaning of Section 220 of the Irish Companies Act) was interested, or held any short positions in any class of relevant securities of any Avista Shareholder.
INTERESTS AND DEALINGS IN RELEVANT SECURITIES OF ALTCHEM
Interests of the Company in relevant securities of Altchem Shareholders
As at close of business on the Latest Practicable Date, neither the Company nor any subsidiary of the Company was interested, or held any short positions in any class of relevant securities of any Altchem Shareholder.
Interests of Directors in relevant securities of Altchem Shareholders
Director Fred Weiss owns approximately 54% of the membership interest in Orbit Co-Invest A-I LLC, through his family investment vehicle, ADA Investments LP (ADA). ADA is a purely passive investor in Orbit Co-Invest A-I LLC.
Mr Weiss also has a small, passive investment in a Hungarian company, Sostech Kft., held through ADA. Sostech Kft. is managed by a director of Osmotica, Mr Juan Vergez.
A description of director Carlos Sielecki's interests in the relevant securities of Altchem Shareholders is included at paragraph 6.3 of this Part 4.
Save as disclosed in this paragraph 11.2, as at close of business on the Latest Practicable Date, no Director or person(s) connected to the Directors (within the meaning of Section 220 of the Irish Companies Act) was interested, or held any short positions in any class of relevant securities of any Altchem Shareholder.
DIRECTORS' SERVICE CONTRACTS
No Director has a service contract with the Company or any of its subsidiaries or associated companies having more than 12 months to run. No Director's service contract with the Company or any of its subsidiaries or associated companies has been entered into or amended within 6 months of the date of this proxy statement.
MATERIAL CONTRACTS
Agreements related to the Reorganization
Immediately prior to the IPO and prior to the commencement of trading of Osmotica Pharmaceuticals plc's Ordinary Shares on Nasdaq, on October 17, 2018, Osmotica Holdings S.C.Sp. entered into a number of agreements and undertook a series of restructuring transactions that resulted in Osmotica Pharmaceuticals plc becoming the direct parent of Osmotica Holdings S.C.Sp with each holder of common units of Osmotica Holdings S.C.Sp. receiving approximately 42.84 ordinary shares of Osmotica Pharmaceuticals plc in exchange for each such common unit. In addition, each holder of an option to purchase common units of Osmotica Holdings S.C.Sp. received an option to purchase the number of ordinary shares of Osmotica Pharmaceuticals plc determined by multiplying the number of units underlying such option by approximately 42.84 (rounded down to the nearest whole share) and dividing the exercise price per unit for such option by approximately 42.84 (rounded up to the nearest whole cent).
Shareholders Agreement
On October 17, 2018, a shareholders agreement (the Shareholders Agreement) was entered into between the Affected Shareholders, Osmotica and the Management Individuals. The Shareholders Agreement contains, among other provisions, certain restrictions on the rights of Management Individuals to transfer their Ordinary Shares.
Underwriting Agreement
On October 17, 2018, an underwriting agreement (the Underwriting Agreement) was entered into in connection with the IPO between (1) the Company and (2) Jefferies LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, on behalf of themselves and as representatives of the underwriters listed in the Underwriting Agreement pursuant to which the Company agreed to sell to the underwriters, and each underwriter severally agreed to purchase Ordinary Shares at the public offering price less the underwriting discounts and commissions set forth in the Underwriting Agreement.
The Underwriting Agreement contains customary representations, warranties and indemnities from the Company to the underwriters.
The proceeds received by the Company as a result of the IPO amounted to US$43,291,500. The commissions paid by the Company pursuant to the Underwriting Agreement amounted to US$3,258,500.
RevitaLid Stock Purchase Agreement
On October 24, 2017, the Company entered into a stock purchase agreement with Nephron Pharmaceuticals Corporation, Point Guard Partners, LLC, VOOM LLC, Tom Riedhammer, Avery Family Trust, and Vision Quest Holdings, LLC to purchase the outstanding stock of RevitaLid, Inc. RevitaLid, Inc. is the owner of RVL-1201, an ophthalmic product candidate that treats blepharoptosis, or droopy eyelid, which had been licensed from VOOM LLC. Osmotica obtained all rights to the VOOM LLC License Agreement and is undertaking future development and commercialization of RVL-1201, which includes conducting clinical trials and filing a new drug
application with the Food and Drug Administration. The purchase price for the acquisition was $12,500,000, subject to certain adjustments.
Amendment to Supply Agreement with Nephron Pharmaceuticals Corporation
One of the Company's product candidates, RVL-1201, is manufactured and supplied to the Company by Nephron Pharmaceuticals Corporation under an exclusive supply agreement that was entered into on February 7, 2013. The term of the original supply agreement was five years. In connection with the RevitaLid Inc. acquisition, the Company and Nephron Pharmaceuticals Corporation entered into an amendment to the supply agreement on October 24, 2017 that provides that the term of the supply agreement will automatically renew for additional one-year periods unless either party provides at least 90 days' advance written notice of non-renewal.
Amendment to Supply Agreement with Orion Corporation
One of the Company's products, Divigel, is manufactured by Orion Corporation pursuant to a supply agreement that was originally entered into on November 24, 2003. The agreement was subsequently amended to extend the term until January 1, 2019. On January 1, 2018, the Company entered into an amendment to the Divigel Supply Agreement that provides that the term of the agreement will be extended for an additional seven years until January 1, 2026.
Amendment to Credit Agreement
The Company entered into a $160.0 million term loan pursuant to a Credit Agreement dated February 3, 2016 between the Company as borrower, certain other lenders and CIT Bank, N.A. acting as administrative agent and swingline lender. The term loan was subsequently increased by $117.5 million and is secured by certain assets of the Company, excluding certain intangibles and foreign property. On December 21, 2017, the Company entered into an amendment to the senior secured credit facilities to further increase the principal amount of the term loan to an aggregate principal amount of $327.5 million.
Davy Corporate Finance, which is regulated in Ireland by the Central Bank of Ireland, has given and has not withdrawn its written consent to the issue of this proxy statement with the inclusion of its name, its advice, and references thereto in the form and context in which they appear.
INTENTIONS OF THE AFFECTED SHAREHOLDER/BOARD CONCERT PARTY
The Affected Shareholder/Board Concert Party is not proposing any changes to the Board and has confirmed that it is not its intention, following any increase in its percentage shareholding as a result of any share repurchase by the Company, to seek any changes to the business of the Company or its subsidiaries or in the manner in which the existing business is carried on or to seek any redeployment of the assets of the Company or any of its subsidiaries.
The Affected Shareholder/Board Concert Party has also confirmed that following any percentage increase in its percentage shareholding arising from any repurchase by the Company of its shares, it is its intention that the existing employment rights, conditions of employment and pension rights of all employees of the Company and its subsidiaries will be fully safeguarded.
No agreement, arrangement or understanding (including any compensation arrangement) having any connection with or dependence upon Resolution 1 exists between the Affected Shareholders, the Directors, the Management Individuals, the Company or any person acting, or deemed under the Takeover Rules to be acting, in concert with them and any of the Directors, recent directors of
the Company or any of the holders or recent holders of, or any persons interested or recently interested in, relevant securities of the Company.
No agreement, arrangement or understanding exists whereby any shares which may be acquired in pursuance of the transaction which is the subject matter of Resolution 1 will be transferred to any other person.
References in this proxy statement to "relevant securities" shall have the meaning assigned by Rule 2.1 of Part A of the Takeover Rules, meaning: (i) securities of the Company which confer voting rights; (ii) equity share capital of the Company, Avista or Altchem; and/or (iii) securities or any other instruments conferring on their holders rights to convert into or subscribe for any new securities of any of the foregoing categories of securities.
References in this proxy statement to "an interest in a relevant security" or "interested in relevant securities" means a person who has a long position in a relevant security and a person who has only a short position in a relevant security shall be deemed not to have an interest nor to be interested in that security and "interests in" and "interested in" shall be construed accordingly in relation to relevant securities.
There has been no material change in the financial or trading position of the Group subsequent to the consolidated audited financial statements of the Group for the year ended December 31, 2018 save for [ ].
The market closing price quotations for Ordinary Shares of the Company for the first trading day in each of the six months immediately preceding the date of this proxy statement and for the Latest Practicable Date are listed below. If there have been no dealings in the Ordinary Shares of the Company on any relevant day, the price quoted is the midpoint between the high and low market guide prices.
January 2, 2019 $ 7.78
February 1, 2019 $ 8.00
March 1, 2019 $ 7.20
April 1, 2019 $ 3.66
May 1, 2019 $ 3.95
June 3, 2019 $ 2.43
Latest Practicable Date ([ ], 2019) $ [ ]
Copies of the following documents will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Davy Corporate Finance at A&L Goodbody, 25-28 North Wall Quay, Dublin 1 up to and including [ ], 2019 and at https://ir.osmotica.com/:
the Memorandum and Articles of Association of the Company;
the Certificate of Limited Partnership of Avista;
the Memorandum and Articles of Association of Altchem;
the audited consolidated accounts of the Company for the years ended December 31, 2018 and December 31, 2017;
the condensed consolidated unaudited statements of the Group as at, or for the three months ended March 31, 2019;
the waiver letter dated June 7, 2019 from the Irish Takeover Panel;
the consent letter from Davy Corporate Finance referred to in paragraph 14 above;
the material contracts referred to in paragraph 13 above; and
this proxy statement.
DEFINED TERMS
ACP III ACP III AIV, L.P., with an address at 65 East 55th Street, 18th Floor, New York, NY 10022;
ACP Holdco
ACP Holdco (Offshore), L.P., with an address at 65 East 55th Street, 18th Floor, New York, NY 10022;
Affected Shareholder(s)
the Avista Shareholders and the Altchem Shareholders;
Affected Shareholders/Board Concert Party
the Directors, the spouse, parents, brothers, sisters and children of each such Director; the trustees of every trust of which any Director or any such member of their family is a beneficiary; every company which is controlled by any one or more of such Directors, such members of their families and the trustees of all such trusts; the Affected Shareholders;
Affected Shareholder Concert Party
any Altchem Concert Party or Avista Concert Party;
Altchem Limited, with an address at Kapaïokákn, 6 City House, 3032, Limasol, Cyprus;
Altchem Concert Party
Altchem;
its holding company, its subsidiaries and subsidiaries of its holding company, every associated company of any of the foregoing companies, and every company of which any of the foregoing companies is an associated company;
each of the directors of Altchem, the spouse, parents, brothers, sisters and children of each such Director; the trustees of every trust of which any Director or any such member of their family is a beneficiary; every company which is controlled by any one or more of such Directors, such members of their families and the trustees of all such trusts; and
the trustees of every pension scheme in which Altchem participates;
Avista Capital Partners III GP, L.P., with an address at 65 East 55th Street, 18th Floor, New York, NY 10022;
Avista Concert Party
Avista;
each of the directors of Avista, the spouse, parents, brothers, sisters and children of each such Director; the trustees of every trust of which any Director or any such member of their family is a beneficiary; every company which is controlled by any one or more of such Directors, such members of their families and the trustees of all such trusts; and
the trustees of every pension scheme in which Avista participates;
Avista Shareholders
Avista and the Avista Funds;
the board of directors of Osmotica;
Board Concert Party
the Directors, the spouse, parents, brothers, sisters and children of each such Director; the trustees of every trust of which any Director or any such member of their family is a beneficiary; every company which is controlled by any one or more of such Directors, such members of their families and the trustees of all such trusts;
Company, we, Osmotica
Osmotica Pharmaceuticals plc or, where the context so requires, Osmotica Holdings S.C.Sp.;
the directors of the Company, whose names are set out in paragraph 3 of Part 4 of this proxy statement;
EGM, or Extraordinary General Meeting
the extraordinary general meeting of the Company, to be held at A&L Goodbody, 25-28 North Wall Quay, Dublin 1 on [ ], 2019 at [ ] am/pm;
the Company and its subsidiaries;
Harsaul
Harsaul Foundation, with an address at Ave. Samuel Lewis and 54 Street, Panama, Republic of Panama;
Messrs. Fred Weiss and Gregory L. Cowan;
Independent Shareholders
the Company's shareholders excluding the Affected Shareholders and the Management Individuals;
the admission of the Ordinary Shares to trading on Nasdaq on October 18, 2018 and the related offering of Ordinary Shares;
Irish Companies Act
Companies Act 2014;
Latest Practicable Date
[ ], 2019;
the following current and former members of the management team of Osmotica that are party to the Shareholders Agreement: Brian Markison, Andrew Einhorn (including through Harpua LLC), Christopher Klein, David Purdy, Kevin Hudy (through Premier Trust, Inc., as Trustee of the Kevin Hudy 2013 Non-Grantor Nevada Trust dated September 18, 2013), Steve Squashic (through Peak Trust Company, as Trustee of the Steven Squashic 2013 Non-Grantor Alaska Trust dated September 11, 2013), Rich Buecheler, Jarret Miller and James Schaub;
the Nasdaq Global Select Market;
Non-independent Directors
Brian Markison, David Burgstahler, Juan Vergez, Carlos Sielecki and Sriram Venkataraman;
Orbit A-1
Orbit Co-Invest A-1 LLC, with an address at 895 Sawyer Road Marietta, GA 30062;
Orbit I
Orbit Co-Invest I LLC, with an address at 65 East 55th Street, 18th Floor, New York, NY 10022;
Orbit III
Orbit Co-Invest III LLC, with an address at 65 East 55th Street, 18th Floor, New York, NY 10022;
ordinary shares of US$0.01 each in the capital of the Company;
the Irish Takeover Panel;
July 15, 2019;
Resolution 1
Resolution 1 at the EGM;
The repurchase by the Company of up to 5,251,892 Ordinary Shares;
a shareholders agreement dated October 17, 2018 between the Affected Shareholders, Osmotica and the Management Individuals; and
Takeover Rules
the Irish Takeover Panel Act 1997, Takeover Rules 2013.
VOTING REQUIREMENTS AND PROXIES
Resolution 1 requires the affirmative vote of a majority of votes properly cast by the shareholders entitled to vote at the EGM.
Only Independent Shareholders are entitled to cast votes on Resolution 1.
If you vote your shares by mail, telephone or Internet, your shares will be voted in accordance with your directions. If you do not indicate specific choices when you vote by mail, telephone or Internet, your shares will be considered present and entitled to vote at the EGM and will be counted towards determining whether or not a quorum is present, but they will have no effect on the approval of any of the proposals.
If your shares are held in the name of a broker or nominee and you do not instruct the broker or nominee how to vote, brokers or nominees are not permitted to vote your shares on any matter and your shares will not be counted as having been voted on any proposal, but will be counted as in attendance at the meeting for purposes of a quorum.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Under Irish law, there is no general right for a shareholder of a Nasdaq-listed company to put items on the agenda of an extraordinary general meeting. Osmotica's Articles of Association provide that shareholders holding 10% of Osmotica's paid up share capital carrying voting rights may requisition extraordinary general meetings and may nominate persons to be elected as directors at such extraordinary general meetings.
At the time of mailing of this proxy, we do not know of any other matter that may come before the EGM and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment, the persons named as proxies will have discretionary authority to vote the shares represented by the proxies in accordance with their own judgment, including the authority to vote to adjourn the meeting.
We will bear the cost of solicitation of proxies. Our officers, directors and other associates may assist in soliciting proxies by mail, telephone and personal interview.
ATTENDING THE EGM
The EGM will take place at A&L Goodbody, 25-28 North Wall Quay, Dublin 1. To attend the EGM, you must demonstrate that you were an Osmotica shareholder as of the close of business on July 15, 2019, or hold a valid proxy for the EGM from such a shareholder. The proxy card includes an admission ticket for one shareholder to attend the EGM. You may alternatively present a brokerage statement showing proof of your ownership of ordinary shares of Osmotica as of July 15, 2019. All shareholders must also present a valid form of government-issued picture identification in order to attend. Please allow additional time for these procedures.
PRELIMINARY - SUBJECT TO COMPLETION
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on [ ], 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, annual reports and statutory financial statements electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. OSMOTICA PHARMACEUTICALS PLC 400 CROSSING BOULEVARD BRIDGEWATER, NJ 08807 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on [ ], 2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Independent Directors recommend you vote FOR the following proposal: 1. To approve a waiver of offer obligations under Rule 37 of the Irish Takeover Rules to enable share buybacks or redemptions. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For 0 Against 0 Abstain 0 Yes 0 No 0 Please indicate if you plan to attend this meeting Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000426106_1 R1.0.1.18
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice & Proxy Statement is/are available at www.proxyvote.com OSMOTICA PHARMACEUTICALS PLC Extraordinary General Meeting of Shareholders [ ], 2019 [ ] (Irish Time) This proxy is solicited by the Independent Directors The shareholder(s) hereby appoint(s) Brian Markison, Andrew Einhorn, Christopher Klein and Rebecca Jewell or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of OSMOTICA PHARMACEUTICALS PLC that the undersigned shareholder(s) is/are entitled to vote, with all powers which the undersigned would possess if personally present at the meeting, at the Extraordinary Meeting of Shareholders to be held on [ ], 2019 at [ ] (Irish Time) at A&L Goodbody, 25-28 North Wall Quay, Dublin 1, and at any adjournment or postponement thereof. You may vote at the Extraordinary General Meeting if you were a shareholder of record at the close of business on July 15, 2019. A shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the Extraordinary General Meeting. A proxy need not be a shareholder of record. If you wish to nominate a proxy other than Brian Markison, Andrew Einhorn, Christopher Klein and Rebecca Jewell, please contact our Company Secretary. Any such nominated proxy must attend the Extraordinary General Meeting in person in order for your votes to be cast. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Independent Directors' recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, and any adjournment or postponement thereof. Continued and to be signed on reverse side 0000426106_2 R1.0.1.18


The space agency is looking for general aviation pilots to help track harmful algal blooms.
Algal blooms thrive on nutrients like phosphates, one of the primary ingredients in fertilizers that are spread on farms by the ton. The runoff from farms makes its way into local waterways, eventually concentrating into drainage basins, causing blooms far larger and more frequent than would occur naturally. Algal blooms are generally harmless in natural quantities, but big, sustained blooms cause big problems. All those algae dying and decomposing (they have very short lives) brings bacteria that consume oxygen, leading to hypoxic 'dead zones' where virtually no life can survive. Blue-green algae also produce a waste substance called microcystin, which is toxic to people and animals.
Forecasting exactly when, where and how these Harmful Algal Blooms (HABs) will begin and grow is still a problem. That's where general aviation comes in.


text:
Q: 2depth value in path : Angular2 RouterConfig RouterConfig's path only accept 1depth value?
I mean... is this not allowed?
{ path: 'service/band',}

with this configuration, It fails to route.
export const appRoutes: RouterConfig = [
    {
        path: 'service/band',
        component: EventDashboard
    }
]
export const APP_ROUTER_PROVIDER = provideRouter(appRoutes);

http://localhost/service/band <-- not work!
access fails.

VM73168:77 Error: Uncaught (in promise): Error: Cannot match any routes: 'band'
    at resolvePromise (eval at 989 (polyfills.js:284), <anonymous>:538:32)

But with this configuration, It succeed to route.
export const appRoutes: RouterConfig = [
    {
        path: 'serviceband',
        component: EventDashboard
    }
]
export const APP_ROUTER_PROVIDER = provideRouter(appRoutes);

http://localhost/serviceband <-- work!
versions
angular2 rc3,
angular2 Route-3.0.0.alpha8 using.

A: This is a little bit more complicated than your example, but starting from the plunker for the router example from the docs https://angular.io/docs/ts/latest/guide/router.html I simply modified the "/heroes" route in app/heroes/hereoes.routes to be "/show/heroes" and modified the related routerLink in app/app.component.
export const HeroesRoutes: RouterConfig = [
   { path: 'show/heroes',  component: HeroListComponent },
   { path: 'hero/:id', component: HeroDetailComponent }
];

And then
<a [routerLink]="['/show/heroes']">Heroes</a>

If you take a look at the plunker http://plnkr.co/edit/zzwJsKiYFD3VhjC3IdW7?p=preview you'll see that clicking the heroes link works just fine.
Can you post any more of your code to help determine what your specific issue is?
EDIT: This may just be a simple case of your app not being rebuilt when you change the route. I've run into that a few times with webpack...

redpajama_set_name: RedPajamaStackExchange


text:
- National Wind Watch: Wind Energy News - https://www.wind-watch.org/news -
Time ticking on offshore wind farm; Deadline nears for NRG to find Bluewater buyer
Posted By National Wind Watch On December 26, 2011 @ 7:22 am In Delaware | Comments Disabled
The clock is running down on Bluewater Wind's search for a buyer.
NRG Energy, the offshore wind developer's owner, has until Tuesday to find a buyer for Bluewater.
That's the deadline for the company to forfeit a $4 million security deposit to Delmarva Power or terminate its 25-year contract for offshore wind power.
NRG reported two weeks ago its intention to terminate the contract if a buyer does not come forward because of problems gaining financing for the project, with long-term government subsidies uncertain.
NRG originally reported the deadline was Dec. 23, but last week NRG spokesman David Gaier said Delmarva clarified that the deadline for giving notice of termination was Dec. 27.
"NRG continues its discussions with potential buyers and investors," Gaier said Wednesday, the last update the company provided.
Bluewater has been planning to build between 49 large turbines and 150 smaller ones 13 miles off the coast of Delaware.
The power purchase agreement, for up to 200 megawatts of power at any given time, was signed in summer 2008.
The contract had Delaware officials dreaming of being the center of an offshore wind industry, including turbine suppliers. Even Rep. John Carney, D-Del., who was then between government roles, participated in a company that proposed building steel towers for the Bluewater project's turbines.
"We certainly would hope they would find a buyer," said Gene Bailey, executive director of the Port of Wilmington, which could gain a turbine assembly facility if the wind project is built.
Bluewater had pledged to make Delaware the hub of its mid-Atlantic operations if the Delmarva deal was signed.
"It would be good for the state if we could move this project forward, but we fully understand the difficulty they're going through," Bailey said Sunday night.
Alan Levin, the state economic development director, said Bluewater represents "a lot of missed opportunities," from jobs to technological advances and energy independence.
Levin said a lot of people worked hard to create the wind farm, which he called a "proven technology."
But the federal government didn't make a concerted enough effort to support offshore wind, he said.
"If they wanted to have made this happen, they could have made this happen," Levin said.
NRG has reported that if a buyer is not found, it would eliminate the six Bluewater jobs, including President Peter Mandelstam.
But, though dormant, it would remain NRG's offshore wind division. Company officials said they could pursue offshore wind again in the future if market conditions improve, although they would no longer have the contract.
If awarded a lease by the federal Interior Department, NRG would hold on to it as an asset, to use or sell at a later date, company officials said.
Bluewater would get the $4 million security deposit back, plus the $2 million it has already given, if the wind farm is built.
Article printed from National Wind Watch: Wind Energy News: https://www.wind-watch.org/news
URL to article: https://www.wind-watch.org/news/2011/12/26/time-ticking-on-offshore-wind-farm-deadline-nears-for-nrg-to-find-bluewater-buyer/

redpajama_set_name: RedPajamaCommonCrawl


text:
using System.Collections.Generic;

namespace Entitas {
    public partial class Entity {
        public JaggedArrayComponent jaggedArray { get { return (JaggedArrayComponent)GetComponent(ComponentIds.JaggedArray); } }

        public bool hasJaggedArray { get { return HasComponent(ComponentIds.JaggedArray); } }

        static readonly Stack<JaggedArrayComponent> _jaggedArrayComponentPool = new Stack<JaggedArrayComponent>();

        public static void ClearJaggedArrayComponentPool() {
            _jaggedArrayComponentPool.Clear();
        }

        public Entity AddJaggedArray(string[][] newJaggedArray) {
            var component = _jaggedArrayComponentPool.Count > 0 ? _jaggedArrayComponentPool.Pop() : new JaggedArrayComponent();
            component.jaggedArray = newJaggedArray;
            return AddComponent(ComponentIds.JaggedArray, component);
        }

        public Entity ReplaceJaggedArray(string[][] newJaggedArray) {
            var previousComponent = hasJaggedArray ? jaggedArray : null;
            var component = _jaggedArrayComponentPool.Count > 0 ? _jaggedArrayComponentPool.Pop() : new JaggedArrayComponent();
            component.jaggedArray = newJaggedArray;
            ReplaceComponent(ComponentIds.JaggedArray, component);
            if (previousComponent != null) {
                _jaggedArrayComponentPool.Push(previousComponent);
            }
            return this;
        }

        public Entity RemoveJaggedArray() {
            var component = jaggedArray;
            RemoveComponent(ComponentIds.JaggedArray);
            _jaggedArrayComponentPool.Push(component);
            return this;
        }
    }

    public partial class Matcher {
        static IMatcher _matcherJaggedArray;

        public static IMatcher JaggedArray {
            get {
                if (_matcherJaggedArray == null) {
                    var matcher = (Matcher)Matcher.AllOf(ComponentIds.JaggedArray);
                    matcher.componentNames = ComponentIds.componentNames;
                    _matcherJaggedArray = matcher;
                }

                return _matcherJaggedArray;
            }
        }
    }
}

redpajama_set_name: RedPajamaGithub


There really isn't that much to this method. You just simple scoop about half a lid full of your favorite beads into the organza bag and tie it shut. Because the beads are made from a waxy type substance, they hold onto their scent for a long time.
I love using these Unstopables in my linen closet because it keeps the linens smelling nice and fresh without having to actually use the beads in the washer. (FYI – these can cause build up in your washer, which can lead to mold and mildew. So, I find it best to use them in the sachets).
Tips: try mixing different beads together to create a unique fragrance. When they begin to lose their scent, pour them into a spray bottle of water and use them to lightly mist your decor fabrics.
For this method, let's begin with 1 cup of rice. Measure out and place the rice in a glass bowl. Then, drop approximately 10 drops of your favorite fragrance or essential oil into the bowl, mixing thoroughly as you go. I recommend stopping at 10 drops and placing the contents into a zip lock bag for a while. Come back in an hour or so and take a sniff. If the intensity is strong, stop at 10 drops. However, if you find the scent to be weak, add additional drops (up to 20 total), and remix.
It may take a few tries to get the degree of scent that you want, but it is best to go easy until you know how much it will take to reach a strength that you find pleasing. Too much, and you end up with an overpowering scent and possibly a headache.
After you reach the fragrance level that you want, use a spoon to scoop 4-5 tablespoons into each organza bag. Tie and place in your drawers.
If you don't know which fragrances to use, I would recommend purchasing this floral set of fragrance oils.* It comes as a set of six different floral scents. So, you can try out the different fragrances to see what appeals to you. In addition, this set will make more sachets than you could possibly need for quite some time. You could even give some away as gifts.
Tips – once the sachets begin to lose their potency, dump them back into a bowl and add half the original amount of fragrance to the rice. Remix and reuse. You can do this several times before the rice needs to be replaced.
This post has been shared with our friends over at Remodelaholic.


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Worship at the Kirk
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MenuEventsCarillonYouth ChoirsStaff
Youth Choirs
From the early days of the Kirk's history, our music program has played a vital role in the act of worship. Helping to infuse that Christian spirit in members and visitors alike, the quality of music at the Kirk enhances the worship services, complemented by the Gothic grandeur of the building. From Sunday services to special concerts, festivals to chamber music ensembles — the music program enjoys an outstanding reputation in the community at large.
The Kirk choir program is enjoying considerable growth in its number of participants, and is highly regarded in the greater Detroit metropolitan area for the quality of its music in the enhancement of the worship and musical life of the Kirk, as well as its sense of community and for the level of training received by the choristers. The choir season runs from the week following Labor Day through late May for all choirs except for the Chancel Choir, whose season concludes in June. Come and be a part of this exciting program!
The choirs are affiliated with the Royal School of Church Music, an international organization of choirmasters, choirs, cathedrals and churches, and are under the direction of Glenn Miller, Director of Music and Organist, unless noted otherwise. Our young choristers train under the RSCM's acclaimed Voice for Life program.
For information about participation in any of the music department's offerings, contact Glenn Miller at (248) 973-8004 or .
He who sings, prays twice. – St. Augustine
1340 West Long Lake Road, Bloomfield Hills, MI US 48302
High in the Kirk tower is the 77-bell carillon, the world's largest in number of bells (tied with our sister tower, Hyechon College in Korea). The carillon was cast by the 300 year-old royal bellfoundry of Petit and Fritsen, The Netherlands. The instrument was the gift of the Fruehauf family, designed by Dr. Frederick L. Marriott, longtime Kirk organist and carillonneur, and installed in 1960.
The largest bell, the Bourdon, is 6' 10" in diameter and weighs over six tons, and the smallest is only 6" in diameter and weighs fourteen pounds. While thirty-six of the bells may be played electrically (and therefore without dynamic nuance) from the sanctuary organ console, the full 77 bell compass is playable only (with dynamic nuance) from a mechanical keyboard called a clavier, located in a cabin in the belfry. Five of the large bells (G, B, D, E and G) form a peal which swing freely; these five also sound in combination each quarter hour as directed by the instrument's computerized clock mechanism.
Midway up the tower is the Marriott Library, which serves as both a repository of Dr. Marriott's music library and his many compositions (including his works for carillon) as well as the home to a practice clavier of the same design as the carillon's clavier.
The instrument is normally played each Sunday before worship, for recitals on Sundays after worship (during the Summer Carillon Series featuring carillonneurs from around the world), before other concerts during the year, and frequently for weddings. Due to COVID-19, the building has been closed, but when the church re-opens to the public, tours of the tower can be scheduled by calling (248) 973-8018.
Dennis Curry, Kirk Carillonneur and Associate Director of Music, who was the last student in Dr. Marriott's long teaching career, has served faithfully as our carillonneur for thirty years. For half the length of the carillon's existence, Dennis Curry has been climbing her stairs and bringing her to life.
He has pealed countless newlyweds out into their marriages, loved ones off to their burial grounds, and Sunday morning worshipers into their cars and out on to Long Lake Road. On Christmas Eve and Easter, he hustles up step by step after our many services to let the whole community know, "God is With Us" and "He is Risen."
Throughout the pandemic, Dennis has played weekly drive-in carillon concerts to the joy of many who enjoyed from their vehicles and from home via livestream! The drive-in carillon concerts concluded with a Halloween concert on October 31, 2020. However, you can go back and watch all of the concerts here.
Youth Choirs are in recess until further notice.
More about Youth Choirs
Director of Music and Organist
email: gmiller@kirkinthehills.org
Dennis Curry
Associate Director of Music | Associate Organist | Carillonneur
email: dcurry@kirkinthehills.org
Nicole Joseph
Associate Director of Music
email: njoseph@kirkinthehills.org
Corrie Spurlin
Director of Young Children's Music
email: cspurlin@kirkinthehills.org
Kirk in the Hills
info@kirkinthehills.org(248) 626-2515
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Copyright © 2021 Kirk in the Hills


Huf Clothing was launched in 2002 in San Francisco in the US.
It all began with the founder Keith Hufnagel who utilised his passion for skateboarding to found the brand.
Keith during his youth was a keen boarder but quickly found that skate boarding was not an acceptable past time and so moved to San Francisco where boarding was more accepted. Due to his passion for his board he was humorously nicknamed 'Huf' by his friends and this is where the brand got its name. He turned professional and toured all over the world learning his profession. He also became aware of the brands associated with the sport and quickly realised that there was a market for fashion led attire which could be worn both off and on the skateboarding circuit.
Initially Huf clothing was started on a low level with just a few t-shirts and hats made but later on due its success the brand developed and expanded its hats and tees and developed further clothing ranges.
The first shop was opened in Sutter, San Francisco in 2002. Keith stated that his idea for the brand was not a planned business based idea but being involved with the sport at the highest level gave him a good oversight of the world around it and the lack of suitable fashion based clothing. He utilises his brand to promote skateboarding as not just simply a sport but a way of life. Huf now has a wide range of attire, accessories and footwear all reflective of the brands motto. .
Huf promotes the idea of bringing together groups of like minded individuals both on in artistic sense from artists and musicians to sportsmen in support of the way of life that skateboarders have. It also promotes the ideals of equality both in terms of class structure, colour, creed, religion to ensure the world is free from prejudice and restriction.
Huf uses iconic American vintage designs and craftsmanship with an appreciation for fine and functional modern detail in its clothing and accessory ranges in order to look to the past but to merge with the future. It also ensures its ranges are durable and long lasting enough to wear whilst boarding and are fit for purpose.
Hufnagal still ensures his products accurately reflect what's happening in the skateboard world today and his products are well respected in the world of skateboarding, street wear and within the sneaker world due to the brand holding its identity true. Made for skateboarders by skateboarders is the true and telling message of the brand Huf.


text:
Tag: charity
Olympia set to welcome Victoria Pendleton in the Markel Champions Challenge
blogging, charity, equine, horses, News, show jumping, Social media, Uncategorized
Olympia, The London International Horse Show, is delighted to announce that double Olympic gold medallist, Victoria Pendleton, will be gracing the Olympia arena as she turns her hand to show jumping in aid of the Injured Jockeys Fund on the evening of Friday 16th December for the Markel Champions Challenge.
She will be plying her trade against the best in the racing world. The Challenge is made up of a flat jockey team captained by Frankie Dettori and a jump jockey team captained by current National Hunt Champion, Richard 'Dickie' Johnson. The flat team will also include about-to-be-crowned Champion flat jockey Jim Crowley. Both teams will be gunning for glory making the adrenalin fuelled contest even-money.
Frankie's team: Frankie Dettori, Jim Crowley, Hayley Turner, Adam Kirby, 5th rider (TBC)
Dickie's team: Richard Johnson, Victoria Pendleton, Sam Twiston-Davies, Tom Scudamore, Harry Skelton
The competition will see the five flat jockeys competing against the five jump jockeys over a challenging show jumping course built by the legendary course designer Bob Ellis. This exhilarating spectacle will task even the most experienced of riders, creating huge excitement around the Olympia arena for this year's Friday evening performance.
Prior to the event, the former cyclist will undergo specialist training from a fellow Olympian, currently at the pinnacle of his career – Rio 2016's individual show jumping gold medallist Nick Skelton. Nick will be giving Victoria special tuition as the multi-sport queen switches saddles yet again to take up this latest challenge.
Victoria Pendleton, multiple Olympic medallist, said:
"I am thrilled to be a part of such a prestigious event like Olympia. The Markel Champions Challenge will be an exciting competition with such a high calibre of jockeys and I'm really looking forward to riding in it. To be back involved in a team again and hear the excitement of the crowd will be immense, I just hope the jump jockeys can get over the line for the win!"
Juliet Redfern, Markel's Managing Director of Equine and Livestock, said:
"It is fantastic to see the return of the Markel Champions Challenge in aid of the Injured Jockeys Fund; Markel are proud to be associated with such a credible cause at a brilliant event. To see Victoria on board will be enormously inspiring to everyone, and we would like to take this opportunity to wish all the competitors the best of luck."
Lisa Hancock, Chief Executive of the Injured Jockeys Fund, said:
"The Injured Jockeys Fund is delighted to be involved in this fantastic event. Not only will it be a lot of fun but it will help to raise awareness and crucial support for all injured jockeys and their families."
To buy your tickets to this unique event and secure your place at one of the equestrian performances of the year, please visit www.olympiahorseshow.com or telephone the box office on 0871 230 5580.
October 14, 2016 nikkigoldupblogging, charity, events, frankie dettori, fun, injured jockeys fund, jockeys, journalism, lifestyle, media, nick skelton, olympia, racing, sport, Sports, victoria pendletonLeave a comment
The End of Season Event – 2015 a year to forget?
charity, equine, eventing, fashion, horses, style, Uncategorized
Now officially off- season and definitely a holiday feel in the air, it's time to take stock of the year. I could say 2015 is a year I'd like to forget. It's been a tough one, particularly the last few months which saw my little boy diagnosed with cerebral palsy and a very close family member being diagnosed with lung cancer – as it happens she has her first round of surgery tomorrow.
As they say, what doesn't kill you makes you stronger. Well I really hope it does! But I think it's important to be mindful that despite all the stress I am still hanging on in there, and having some incredible highs as well as lows. Wanda is as well as ever and she and my filly Wilma give me so much joy… even when they are being utter divas with attitude.
The Eventing community as a whole has had a tough year. At one stage I did wonder what on earth would come next. It goes to show how strong riders can be and how solid the glue is that sticks the community together. Over the past 3 months I have been lucky to join the team working to produce The End of Season Event, a black tie ball hosted by the Eventing Riders Association. Held at the Royal Berkshire Polo Club, we developed a Blair theme, following the Europeans hosted in Scotland earlier in the year. The committee was a mix of really hard working people who also juggled their day jobs alongside planning the party. At face value to organise a ball for 200 seems a breeze, but add in a short timescale and some plans to raise money for charity then you have a massive task on your hands.
I could chat for ever about the ins and outs but it's a big job and at times caused a good bit of stress… but you just keep going don't you? If something seems the right thing to do you don't stop even if you think why an earth am I adding to my workload here!
One of my massive motivations was to raise some money for the Eventing Family, which earlier in the year had supported the Teenage Cancer Trust and CRUK amongst other charities. Through some work I had been doing I'd met Hannah Francis, a young event rider who was diagnosed with cancer in May this year. She had opened an Instagram account, with her soft toy sidekick 'Willberry Wonder Pony', her companion during tough times in hospital. Hannah was looking to enlist 5000 followers on Instagram and I said I'd help out in any way I could. I don't think either of us could have reckoned on how things have rolled and now Willberry is a veritable superstar. It would be rude to claim any credit in Hannah's achievements whatsoever. She is remarkable and makes my daily gripes seem quite… well pathetic really. Hannah is the politest, sweetest young woman I think I have ever met. Always friendly and so brave with the way she has handled her illness. There is a lot to be learnt by her humble attitude, empathy for others and massive courage.
I was thrilled when Hannah was well enough to come to the ball, although I know she had been poorly in the day so it was a big ask. Lizzie, one of our committee members, had arranged 2 luxe cars to pick Hannah up from her hotel so she arrived in style. This was our first meeting, despite months of chatting and 'knowing' each other. I also got to meet Willberry!
Little did Hannah know she was going to receive the prestigious ERA 'against all odds' award that night. I had to be so careful she didn't get wind of it and it was a massive surprise for Han! With all the committee on the stage, Han came up to collect her award. By this point I was in floods of tears. I make no apologies that I am a very emotional person. Sometimes it's a pain in the arse… it really is… but what's not human in caring and showing that you care? It was lovely to see Hannah's face and for her to have some acknowledgement for the fundraising she has done. Hannah really is an example to us all.
Hannah and Willbery being presented their award by ERA president Bruce Haskell and board member Paul Tapner
So where is this blog heading, should it have more 'meaning'… well I'm not entirely sure! It's just a tale of a ball, a lovely girl and her little toy pony. But possibly more than that… It's about all the things that so often get forgotten, about caring for people and making little things happen, or even making big things happen that create little changes. It's about trusting human kindness, having compassion, being generous and charitable. But it's also about not expecting reciprocation. Reciprocation is about 'togetherness' and being part of humanity but in reality I believe no one should ever owe you anything.
For sure, I can be horrid at times. I work too hard and it makes me a stress-head- moan- arse. But I'm learning… slowly… about what really matters. Life is way too precious to not take it head on.To Carpe Diem, Choose Life or Kick On or Just Do It. Whatever your inspiration, don't waste what you have and what you can do with it. Be brave like Hannah and Willberry and spread some kindness. Live life xx
December 3, 2015 December 3, 2015 nikkigoldupcancer, charity, community, cruk, era, teenage cancer trust, willberry the wonder pony1 Comment


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No rush on e-scooters
Date: December 9, 2019Author: UberLyftDrivers.com 0 Comments
Gov. Andrew M. Cuomo should take care before signing legislation approved by lawmakers in June to legalize both e-scooter and e-bike sharing services.
The "micromobility revolution" should not be stopped in New York State or Buffalo. But the governor should resist pressure from lawmakers or lobbyists. It is true that these devices, which are common on the nation's big-city streets, seem both fun and potentially useful in closing the "last mile" gap not covered by public transportation. But there is also something to say about safety. Have you ever seen someone riding one of these devices while listening to music on an MP3 player and staring at a smartphone?
These electric motorized scooters, part of the burgeoning sharing economy, look cool. Feel cool. But what about the details? That's what the governor wants to know. He might make a deal with lawmakers to amend the bill at the start of the 2020 session to address his concerns. Right now, Cuomo is acting as chief skeptic, and that approach, in this situation, best serves the state's citizens.
The pending legislation would permit e-scooter and e-bike sharing services statewide. The mobile app-activated devices charge users on a per-minute basis and advocates claim they offer a cheaper alternative to cars, reduce carbon emissions and serve as a "last-mile" option. All are true.
But accidents and some deaths have been recorded. Many riders do not wear helmets. It can be scary, not just for those on e-scooters, which can top 20 mph, but for motorists confronted with them. What about people getting drunk at bars or parties and climbing onto a scooter? Oregon requires helmets for e-scooter users. Should New York?
It's not just streets, but sidewalks where some e-scooters have been a menace, either due to daredevil riders or because the devices have been left all over and everywhere, even though some companies pay incentives to the public to collect them.
The deadline for the governor to decide is Dec. 31 and lobbyists are nervous. The big push is for New York City, although the pending legislation bans the devices in an already-congested Manhattan. The measure would allow for local say, requiring communities that want to allow them to "opt in" through a vote by their governing board.
The Buffalo Common Council in September passed a resolution asking city agencies to explore how e-scooter and e-bicycle programs might work. Sen. Tim Kennedy, D-Buffalo, the chairman of the Senate Transportation Committee, is urging the governor to sign the bill.
The e-scooter sharing industry is spending plenty on the effort. A recent News article indicated California-based Bird spent $23,000 on two lobbying firms in September and October. Neutron Holdings, or "Lime," also based in California, spent $42,000 during the same period.
Others lobbying the governor are San Francisco-based Spin, now owned by Ford Motor Co., which spent $22,000, and Skip Transport, also out of San Francisco, which spent $8,000 in September and October. Lyft and Uber both reported undisclosed amounts of lobbying expenses.
E-scooters and e-bike sharing services have become a "thing" in many big cities and they seem here to stay. But questions remain and the governor should take his time before putting pen to paper. This will happen, but the safety of New Yorkers must play an important role in the final bill.
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Home/Entertainment News/Disney Made Disney Plus Look Better Using Tricks Under Bob Chapek
Disney Made Disney Plus Look Better Using Tricks Under Bob Chapek
On the back of Disney's current management shift, Bob Chapek's exit from the company may have been driven by a multitude of factors, including a lack of trust from the company's CFO over how Disney Plus' performance was measured.
Since Bob Iger's exit from the company in early 2020, Chapek had been picked to sort out Disney's fortunes on the very year Disney Plus made its debut, albeit with it being fully known to the board & investors that the streaming service won't be profitable until 2024, at the very least. Nevertheless, Chapek ended up stepping down as Disney CEO last week despite being given a new contract until 2024, & it looks like a Rotten reputation among top managers & board members may be what ultimately cost the man his job.
RELATED: 5 Celebrity Voice Performances In Animated Movies That Were Actually Good
As reported by The Wall Street Journal, dissent had been brewing at Disney for months. Chief Financial Officer Christine McCarthy is believed to be among the voices who didn't back Chapek, & expenses from unprofitable Disney Plus content are at the crux of it. One of the strategies used by the company to make those Disney Plus numbers look better was premiering certain content, such as The Mysterious Benedict Society, on the Disney Channel before moving it onto Disney Plus so that any losses would be compounded into the streaming platform's margins.
Under Chapek, Disney's total budget for new content went up to roughly $30 billion in 2022, regardless of the company's productions no longer being as profitable as they used to be. Along with Chapek, other Enormous names leaving the company include Kareem Daniel, who partly oversaw decisions on what content was released in theaters or on streaming. These were highly-contested topics, according to insiders, especially after the Black Widow lawsuit involving Scarlett Johansson & recent decisions regarding Pixar movies.
Disney's new film Strange World is expected to become the latest of these failures, as the animated film is projected to produce losses of over $100M, a rare event for the studio. On the other h&, Pixar hits like Turning Red were limited to streaming, while weaker movies like Lightyear got exposed to full theatrical runs that have left the world's top animation studio showing lacklustre results for two years in a row.
Overall, Chapek is reported to have become a very unpopular figure both among creative & management figures at Disney, which, on top of poor financial results, makes Iger's return very predictable. Iger made Disney dominate the entertainment industry thanks to his acquisitions & wise use of Marvel, Star Wars, & Fox's 20th Century Studios.
MORE: Lightyear's Toy Story Connections Can't Make Up For A Weak Story
Source: Wall Street Journal
#Disney #Disney #Tricks #Bob #Chapek
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