On March 2, 2022 Signify Health, Inc. (NYSE: SGFY), a leading healthcare platform that leverages advanced analytics, technology and nationwide healthcare networks to create and power value-based payment programs, reported the Company’s financial results for the fourth quarter and full year 2021, and established 2022 guidance (Press release, Signify Health, MAR 2, 2022, View Source [SID1234609383]).

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"Successful execution drove immense growth for Signify Health in 2021 as we delivered meaningful value to our clients by facilitating improved health outcomes for their patients or members. Signify’s achievements reflect the dedication and perseverance of our employees and network of over 10,000 clinicians," said Kyle Armbrester, Chief Executive Officer of Signify Health. "Our 2021 results demonstrate the strength of our business model and were driven by Home & Community Services and the value recognized by clients who significantly expanded In-Home Evaluation (IHE) volume in 2021 to 1.9 million unique visits. We also delivered substantial savings to our Episodes of Care partners and the BPCI-A program in 2021 despite the impact of COVID-19 on program size and savings rates, which we expect will lessen over time as cases continue to decline and the situation stabilizes."

Mr. Armbrester continued, "We are excited about closing our acquisition of Caravan Health, which puts Signify at the forefront of integrating value-based care programs together, expanding to broader populations and reaching a diverse array of urban, suburban, and rural communities across the country. By creating more relevancy for providers through multi-payor contracts, combined with our access to and scale within members’ homes, we are confident in our ability to accelerate the transformation of the U.S. healthcare system from fee-for-service to value-based care. We also expect Caravan Health to add to our revenue diversification this year and it is included in our 2022 guidance of 22-25% revenue growth for the combined company."

Fourth Quarter 2021 Financial Results

Total revenue for the fourth quarter was $181.4 million compared to $193.5 million in the same period a year ago, primarily reflecting the decline in ECS revenue, which was largely due to the continued impact from COVID-19.
HCS revenue in the fourth quarter of 2021 grew 5% from a year ago to $156.2 million. IHE volume in the fourth quarter of 2021 was strong at 473 thousand evaluations and reflected a more typical seasonality when compared to the fourth quarter of 2020. Fourth quarter 2020 HCS revenue was unseasonably high, due to the shift in IHE volume to the latter half of the year due to the COVID-19 pandemic shutdowns in the second quarter of 2020.
Fourth quarter 2021 ECS revenue of $25.2 million declined from $44.7 million a year ago primarily as a result of the semi-annual BPCI-A reconciliation we received during the fourth quarter of 2021, which indicated a lower than expected savings rate and program size. The savings rate was impacted primarily by COVID-19, including higher cost next site of care decisions. Program size was impacted by the ongoing COVID-19 pandemic, and the highly contagious Omicron variant in particular, as CMS excludes any episodes that have a COVID-19 diagnosis at any stage of the episode, irrespective of whether COVID-19 had any meaningful impact on the outcome of the episode itself.
Fourth quarter 2021 net income was $32.4 million compared to $0.7 million for the same period a year ago. The improvement was driven primarily by the quarterly revaluation of the customer Equity Appreciation Rights agreements, or EARs. The EARs are marked to market each quarter and this resulted in other income of $36.7 million, reflecting the lower value of Signify stock at year end.
Non-GAAP Adjusted EBITDA1 for the fourth quarter of 2021 increased 3% to $40.2 million, from $38.9 million for the fourth quarter of 2020, reflecting a decrease in operating expenses.
Non-GAAP Adjusted EBITDA margin1 for the fourth quarter of 2021 was 22.2%, a 200-basis point improvement from the comparable year ago period.
Full Year 2021 Financial Results

Total 2021 revenue for the year increased 27% to $773.4 million, compared to $610.6 million a year ago. Overall revenue growth in the year was driven by a 45% increase in HCS revenue to $653.1 million, partially offset by a 25% decrease in ECS revenue.
HCS revenue growth in 2021 was primarily driven by a 34% increase in IHEs performed, which grew to 1.920 million, up from 1.436 million in 2020. Increases in customer demand throughout 2021 drove IHE revenue, in conjunction with a reduction in the mix of virtual evaluations to 17% of total IHEs for 2021, down from 38% in 2020.
The ECS revenue decline in 2021 was driven by the ongoing impacts from COVID-19 and the corresponding decline in the weighted average bundled payment savings rate to 5.7% and the weighted average bundled payment program size to $4.6 billion for the year, compared to 7.3% and $5.2 billion, respectively, for 2020.
Total net income for 2021 improved to $9.9 million, compared to a net loss of $14.5 million in 2020. The improvement was driven by total revenue growth of 27%, partially offset by an increase in operating expenses and income tax expense now that Signify is subject to tax as a corporation.
Non-GAAP Adjusted EBITDA1 for 2021 increased 37% to $171.2 million, compared to $124.9 million for 2020, driven by the aforementioned increase in revenue.
Full year non-GAAP Adjusted EBITDA margin1 was 22.1%, a 160-basis point improvement from a year ago, driven by revenue growth and efficiencies.
"We had a very strong year for Signify Health in 2021 and we have tremendous momentum going into this year as evidenced by our 2022 guidance which includes assumptions for IHE volume in the range of 2.39 to 2.42 million evaluations," said Steven Senneff, President and Chief Financial Officer of Signify Health. "Our 2022 guidance includes growth based on Caravan Health’s anticipated greater than 500,000 lives under management, the ongoing impact of COVID-19 on our weighted average bundled payment program size that we expect to grow between $500 million and $1 billion from 2021 levels, and an improvement in the bundled payment savings rate of 25-50 basis points. As a result, we expect our ECS segment revenue to grow in the mid -20 to low-30 percent range for the full year 2022."

2022 Guidance

Signify Health estimates the following full year 2022 results, which reflect Caravan Health results for ten months of ownership in 2022:

Total GAAP revenue in the range of $948 million to $971 million; and
Total adjusted EBITDA1 in the range of $212 million to $222 million.
1Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the reconciliation in "Non-GAAP Financial Measures." We have not reconciled guidance for adjusted EBITDA to net income/(loss), the most directly comparable GAAP measure, and have not provided forward-looking guidance for net income/(loss) because of the uncertainty around certain items that may impact net income/loss, including stock-based compensation, that are not within our control or cannot be reasonably predicted.

Conference Call Information

Signify Health will host a conference call to discuss the Company’s fourth quarter and full year 2021 results on March 3, 2021 at 8:30am ET. A live audio webcast of the conference call may be accessed through the investor relations section of Signify Health’s website at investors.signifyhealth.com/events/default.aspx and will be available for replay through May 3, 2021.

On March 2, 2022 Harpoon Therapeutics, Inc. (NASDAQ: HARP), a clinical-stage immunotherapy company developing novel T cell engagers, reported that the U.S. Food and Drug Administration (FDA) has granted Fast Track designation to HPN217, a BCMA-targeting TriTAC, for the treatment of patients with relapsed, refractory multiple myeloma (RRMM) who have received at least four lines of therapy (Press release, Harpoon Therapeutics, MAR 2, 2022, View Source [SID1234609399]). A Phase 1/2 clinical trial is currently ongoing for HPN217 in the RRMM patient population.

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"We are pleased that HPN217 has received FDA Fast Track designation because it highlights the serious unmet medical need for patients with relapsed, refractory multiple myeloma who received multiple lines of therapy," stated Julie Eastland, President and CEO, Harpoon Therapeutics. "We are focused on selecting an initial dose to study in the expansion phase of the ongoing Phase 1/2 clinical trial in the first half of this year as we progress HPN217 forward as an innovative new treatment option for these patients."

In November 2019, Harpoon Therapeutics and AbbVie announced a licensing agreement and option to advance HPN217 and expand an existing discovery collaboration. Under the terms of the agreement, AbbVie may exercise its option to license HPN217 after completion of the Phase 1/2 clinical trial.

About Fast Track Designation

Fast Track is a process designed to facilitate the development, and expedite the review, of drugs to treat serious conditions and fill an unmet medical need. The purpose is to get important new drugs to the patient earlier. Fast Track addresses a broad range of serious conditions and the request can be initiated by the drug company at any time during the development process. FDA will review the request and decide based on whether or not the drug fills an unmet medical need in a serious condition. Once a drug receives Fast Track designation, early and frequent communication between the FDA and the sponsor is encouraged throughout the entire drug development and review process.

On March 2, 2022 Fate Therapeutics, Inc. (the "Company" or "Fate Therapeutics") (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for patients with cancer, reported that the Company will present at the following upcoming investor conferences (Press release, Fate Therapeutics, MAR 2, 2022, View Source [SID1234609419]):

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Cowen 42nd Annual Health Care Conference available on demand on Wednesday, March 9, 2022 at 11:10 AM ET
Barclays Global Healthcare Conference available on demand on Wednesday, March 16, 2022 at 11:45 AM ET
Oppenheimer 32nd Annual Healthcare Conference available on demand on Thursday, March 17, 2022 at 8:00 AM ET
A live webcast, if recorded, of each presentation can be accessed under "Events & Presentations" in the Investors section of the Company’s website at www.fatetherapeutics.com. The archived webcast will be available on the Company’s website shortly after the event.

On March 2, 2022 Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol Myers Squibb"), with its wholly-owned subsidiary Celgene Corporation ("Celgene") (collectively, the "Offerors"), reported the accepted amounts and pricing terms of their previously announced 22 separate offers to purchase for cash notes issued by the Offerors listed in the tables listed herein (Press release, Bristol-Myers Squibb, MAR 2, 2022, View Source [SID1234609368]).

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The outstanding debt securities listed in (i) the first table below labeled "2025 Pool" are referred to collectively as the "2025 Pool Notes," (ii) the second table below labeled "2026 Pool" are referred to collectively as the "2026 Pool Notes," (iii) the third table below labeled "2027 Pool" are referred to collectively as the "2027 Pool Notes," (iv) the fourth table below labeled "2029 Pool" are referred to collectively as the "2029 Pool Notes," and (v) the fifth table below labeled "High Coupon Pool" are referred to collectively as the "High Coupon Pool Notes." The High Coupon Pool Notes, the 2025 Pool Notes, the 2026 Pool Notes, the 2027 Pool Notes and the 2029 Pool Notes are referred to collectively as the "Notes," and each series of Notes is referred to as a "series." We refer to each offer to purchase a series of Notes for cash as an "Offer," the offers to purchase the 2025 Pool Notes collectively as the "2025 Pool Offers," the offers to purchase the 2026 Pool Notes collectively as the "2026 Pool Offers," the offers to purchase the 2027 Pool Notes collectively as the "2027 Pool Offers," the offers to purchase the 2029 Pool Notes collectively as the "2029 Pool Offers," the offers to purchase the High Coupon Pool Notes collectively as the "High Coupon Pool Offers," and all the offers to purchase Notes are referred to collectively as the "Offers."

The table below indicates, among other things, the aggregate principal amount of Notes tendered as of 5:00 p.m. (New York City time) on March 1, 2022 (the "Early Tender Deadline") and accepted in each Offer, the Offer Yield (each as defined below), the proration factor, if any, and the total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase (the "Total Consideration"), as calculated at 9:00 a.m. (New York City time) today, March 2, 2022 in accordance with the terms of the Offer to Purchase dated February 15, 2022 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), as amended by Bristol Myers Squibb’s press release dated March 1, 2022:

(1)

The "Offer Yield" is equal to the applicable Reference Yield (as defined in the Offer to Purchase), which is based on the bid-side price of the applicable Reference U.S. Treasury Security (as specified in the Offer to Purchase)) plus the applicable Fixed Spread (as specified in the Offer to Purchase).

(2)

Includes the Early Tender Premium (as defined in the Offer to Purchase). Payable per each $1,000 principal amount of each specified series of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase.

*

Denotes a series of Notes for which the Total Consideration, the Tender Consideration (as defined in the Offer to Purchase), and the Offer Yield were determined taking into account the par call date, instead of the maturity date, of the Notes of such series in accordance with standard market practice.

The Offerors’ obligations to accept Notes tendered in the Offers are subject to the terms and conditions described in the Offer to Purchase, as amended by Bristol Myers Squibb’s press release dated March 1, 2022, which sets forth a detailed description of the Offers, including: (a) the Acceptance Priority Procedures (as defined in the Offer to Purchase), and (b) the following Amended Maximum Acceptance Amounts (as defined in the Offer to Purchase):

all of the 2025 Pool Notes tendered as of the Early Tender Deadline (the "2025 Pool Maximum");
$500 million maximum aggregate principal amount of the 2026 Pool Notes (the "2026 Pool Maximum");
all of the 2027 Pool Notes tendered as of the Early Tender Deadline (the "2027 Pool Maximum");
$1.6 billion maximum aggregate principal amount of the 2029 Pool Notes (the "2029 Pool Maximum"); and
$1.5 billion maximum aggregate principal amount of the High Coupon Pool Notes (the "High Coupon Pool Maximum").
The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on March 1, 2022. The Offers will each expire at 11:59 p.m. (New York City time) on March 15, 2022, unless extended or earlier terminated by the Offerors (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Expiration Date").

The withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on March 1, 2022. As previously announced, all conditions of the Offers were deemed satisfied or waived by the Offerors by the Early Tender Deadline. As previously announced, the Offerors have elected to exercise their Early Settlement Right (as defined in the Offer to Purchase). The Early Settlement Date (as defined in the Offer to Purchase) will occur on March 4, 2022.

Since the aggregate principal amount of the 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes, and High Coupon Pool Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline meets or exceeds the 2025 Pool Maximum, 2026 Pool Maximum, 2027 Pool Maximum, 2029 Pool Maximum, or High Coupon Pool Maximum, as applicable, the Offerors will accept such Notes for purchase according to the Acceptance Priority Procedures and proration steps as described in the Offer to Purchase. Holders of Notes (each, a "Holder" and collectively, "Holders") validly tendered at or prior to the Early Tender Deadline that are accepted for purchase by the Offerors will receive the applicable Total Consideration, in cash. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Amended Maximum Acceptance Amounts, there will be no Final Settlement Date (as defined in the Offer to Purchase) and no additional tenders of Notes will be accepted for purchase by the Offerors after the Early Tender Deadline. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.

The Total Consideration that will be paid on the Early Tender Deadline for each series of notes accepted for purchase does not include a cash payment equal to accrued and unpaid interest (the "Accrued Coupon Payment") on such Notes to, but not including, the Early Settlement Date. For the avoidance of doubt, interest will cease to accrue on the Early Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable to Holders because of any delay on the part of Global Bondholder Services Corporation, as the tender agent and information agent, The Depository Trust Company or any other party in the transmission of funds to Holders. See the Offer to Purchase for additional information.

All Notes accepted in the Offers will be cancelled and retired and will no longer remain outstanding obligations of the relevant Offeror. Following the Price Determination Date (as defined in the Offer to Purchase), the Offerors may elect to redeem all or a portion of Bristol Myers Squibb’s 3.875% Notes due 2025 or 3.200% Notes due 2026 or Celgene’s 3.875% Notes due 2025 that are not tendered and accepted in the Offers in accordance with the terms of the optional redemption provisions in the indentures governing such Notes.

The Offerors have retained Deutsche Bank Securities Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-5962 (collect). Global Bondholder Services Corporation is acting as the tender agent and the information agent for the Offers (the "Tender and Information Agent").

Offer and Distribution Restrictions

This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offerors by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

United Kingdom

The Offer to Purchase is only addressed to Holders where they would (if they were clients of the Offerors) be per se professional clients or per se eligible counterparties of the Offerors within the meaning of the rules of the Financial Conduct Authority (" FCA "). Neither the Offer to Purchase nor any other related documents or materials are addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on them. Recipients of the Offer to Purchase and any other documents or materials relating to the Offer should note that the Offerors is acting on its own account in relation to the Tender Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offerors or for providing advice in relation to the Offer.

This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer are not being made and such documents have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and to those persons in the United Kingdom falling within the definition of investment professionals (as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (" Financial Promotion Order ")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom they may otherwise lawfully be communicated under the Financial Promotion Order and should not be relied on or acted on in the United Kingdom by any other persons.

EEA

In the EEA, this announcement and the Tender Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. Neither this announcement nor the Offer to Purchase, nor any other documentation or material relating to the Tender Offer, has been or will be submitted to a competent authority in the EEA for approval. Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Tender Offer qualifies as an approved prospectus as meant in Article 6 of the Prospectus Regulation.

Accordingly, in the EEA, the Tender Offer may not be made by way of an "offer of securities to the public" within the meaning of Article 2(d) of the Prospectus Regulation and the Offer may not be promoted and is not being made to, any person in the EEA (with the exception of "qualified investors" within the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This announcement, the Offer to Purchase and any other documentation or materials relating to the Tender Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person.

With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in the EEA.

On March 2, 2022 Targovax ASA (OSE:TRVX) ("Targovax" or the "Company") reported that it has resolved to increase the share capital of the Company following the completion of an exercise period for vested share options under the Company’s long-term incentive program for employees and the completion of a settlement period for vested restricted stock units ("RSUs") (Press release, Targovax, MAR 2, 2022, View Source [SID1234609384]). The exercise period for the LTI program and the settlement period for the RSUs lasted from 28 February 2022 at 10:00 hours (CET) to 2 March 2022 at 10:00 hours (CET).

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Exercise of options
In total, 7,479 options, each with a subscription price of NOK 0.51 per share were exercised, giving the option holder the right to subscribe for 7,479 shares, each with a par value of NOK 0.10.

Settlement of RSUs
In total, 88,351 RSUs were settled by Robert Burns, giving the RSU holder the right to subscribe for 88,351 shares in total, each with a par value of NOK 0.10, at a subscription price of NOK 0.10 per share.

The RSU holder received the RSUs as part of its remuneration for its directorship. The number of RSUs granted was calculated as the NOK amount of the RSU selected portion of the total remuneration to the respective board member, divided by the market price for the shares, calculated as the volume weighted average share price for the 10 trading days prior to the relevant AGM, being NOK 6.34 per share in 2019 and NOK 6.81 per share in 2020.

Resolutions to increase the share capital in Targovax ASA
The Company’s board of directors has on 2 March 2021, in accordance with the authorisation granted by the general meeting on 17 March 2021, resolved:

to increase the share capital with NOK 747.90 by the issuance of 7,479 new shares, each with a par value of NOK 0.10 in order to facilitate the exercise of options; and
to increase the share capital with NOK 8,835.10 by the issuance of 88 351 new shares, each with a par value of NOK 0.10 in order to facilitate the settlement of RSUs.
Accordingly, the new share capital of the Company will be NOK 18,842,242.10, divided into 188,422,421 shares, each with a par value of NOK 0.10. The share capital increase will be registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) as soon as practically possible after the share contribution has been fully paid.