![]() The MIG option of this welder fuses almost any metal, including aluminum, which is handy to have available. The Hobart Handler 140 also comes with a regulator and gas line setup in case you want to do some MIG welding. This is often the case with welders, due to the variance in electrical currents from location to location, along with people’s welding styles. Unfortunately, the welding chart on the side isn’t very accurate in displaying what settings are needed for running the welder at its peak for the process. It has everything it needs, and welds exceptionally well for a 140 gasless MIG. When this welder turns up, it’s simple to put together. It’s no new welder on the shelf, but it seems to continually impress us with its timeless quality and effective process. The Hobart 500559 Handler 140 keeps convincing us of that. The heat produced is a bit inadequate for demanding jobs.Sometimes a product goes the distance due to the choice of quality materials put into an ingenious design.Safe to use due to the thermal overload protection feature.It is a versatile tool, has different voltage settings.It has additional tools for more excellent welding.Pro-Series MMIG125 125 Amp Fluxcore Welder Kit, Black Pros All these things are included in the package when one buys one of these. One needs a ground cable with an additional clamp if possible, a welding gun, a spool of wire which must be Flux-cored if the welder is flux-cored, a face shield, and a brush hammer. A welding machine on its own is not effective. When one finally purchases this device, it will not come alone. This welder is guarded against such eventualities by having two different voltage settings for jobs that require different levels of power. Sometimes a welding Job needs just a little power to accomplish than that which is being provided by the welder.Īt other times, the amount of power needed might be too much, and the welder ends up being ineffective. Two Voltage Settingsĭifferent welding jobs require different levels of power. Both of these are undesirable which is why this device comes with overload protection. Heat overload can lead to horrible accidents in the worst-case scenario or cause the device to malfunction in the scenario of lesser horror. As with all other pieces of equipment which generate a lot of heat and are power-intensive, chances of heat overload are quite high. Welders work by generating heat to melt metal and form a cover over broken places. It is designed to handle these kinds of jobs well. It is a welder that works well for the household setting finding application in some domestic jobs that require welding, and small industrial bases such as your local garage or another metalworking place. This is because large amounts of power are required and the workload is heavy. This welder as I have already pointed out isn’t a welder for large-scale industrial uses. Good For Household Jobs And Small Industrial Uses Users can use it for all of their welding jobs involving carbon steel. This makes it one of the handiest tools of its kind in the market. This welder from Pro Series can work on all kinds of carbon steel. It is the primary kind of steel that is nowadays used for all manner of industrial jobs.īecause it is so rare, it helps if there are welders out there that can work on it. ![]() I had never tried any of such welders before especially not anything from Pro Series.Ĭarbon steel is a special kind of fortified steel that is way harder than your average steel and way more flexible and durable. I sampled one a few months ago as part of a product review marathon I was on. This particular welder is especially good. While all these types of welders can be depended upon to provide excellent service, the Flux core welders are somehow more sophisticated. It operates in a slightly different manner from all other kinds of welders especially the MIG ones which are the welders most likely to be found in the market. It is made for these kinds of jobs because the manufacturers looked around and realized that there were no other devices that could function in such a manner. Last update on / Affiliate links / Images from Amazon Product Advertising APIįlux core welders are sophisticated pieces of equipment that come in handy for all kinds of welding jobs around the house and even small scale industrial uses.
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Adobe Camera Raw features and capabilitiesĪdobe Camera Raw (ACR) has evolved into a powerful photo editing tool with features that overlap with Photoshop and Lightroom. However, working with 3D models requires technical expertise, and it’s better to go through some tutorials or forums before you try it out. If you’re a beginner with 3D printing, you can work with some sample 3D documents available in the program. The latest version of the program also comes with improved 3D tools, ensuring faster performance and realistic rendering. Since the program is part of the Creative Cloud, you can synchronize everything on multiple devices. This lets you work with the program on small and large-size screens alike. Most importantly, Adobe Photoshop CC comes with multiple resolution options, including 720p, 1080p, and 4K. Though the program offers a minimal set of audio tools, you can still adjust the volume percentage, fade-in and fade-out times, and add reverb. With Adobe Photoshop Free download, you can split, join, and trim clips. Thus, every video track uploaded to the program acts as a new layer, which can be conveniently adjusted as per requirements. It’s worth mentioning that Photoshop uses Premiere Pro Video Editor’s powerful rendering engine. With Photoshop for PC, you can also work with multitracking and keyframing. For instance, you can consider exposure features, cropping tools, and multiple filters to edit animations and short video clips. ![]() Is there video editing and 3D printing support?Ī lot of image adjustment tools in Adobe Photoshop CC can be used for basic video editing. In case you want to change the look and appearance of the program, you can check out different shades in the Preferences section. The latest version of the program looks similar to Adobe After Effects and Adobe Premiere Pro.Īll the panels have been properly categorized, and allow you to focus on images in a much better way. Adobe has retained the minimalistic approach to UI design and added a new color scheme to make everything easier to access. The program’s main screen welcomes you with a subtle, dark gray interface. With Panels, you can manage multiple layers in images, which create overlapping effects to enhance the photos. In the Workspace, you can choose from various advanced tools to modify different items. When it comes to the functionalities, Adobe Photoshop download has been divided into Panels and Workspace. Since it’s backed by the IT giant, the program receives regular updates and bug fixes, making it an excellent choice for Windows 10 PCs. It has the capabilities of a thorough photo background editor, a reliable image resizer, and a flexible poster maker.ĭue to the range of features, Photoshop has been the leading choice for artists, editors, content creators, and designers. With plugins, you can optimize the appearance of photos, add filters, work with extra layers, and correct certain aspects of the images. Photoshop download for PC supports a wide range of plugins, which add advanced functionalities to the program. The program’s gesture and touchscreen features can be easily customized from “Settings.” A two-finger swipe lets you undo selections. With a simple three-finger swipe, you can scroll through numerous images. Therefore, Photoshop for PC comes with support for touchscreen controls and gestures, making it easier to pan or zoom photos. ![]() In recent times, Adobe has started giving more importance to touch devices. Additionally, it has a compression tool to downsize your files. At the bottom of the main page, customized tutorials are available to help you get started. This saves a good amount of time you’d have spent shuffling between multiple windows. ![]() With Adobe Photoshop CC, you can access presets, libraries, and recent files from the main page. These can even help you in banner creation projects. ![]() From the top panel, you can access “ Filters”, which restricts the templates to Art & Illustration, Website, Photo, Mobile, Print, and Film & Video. In order to access preset templates, you can click “New Documents.” Here, you get various options for layouts, including Photo Collage, Textured Geometric, Instant Film Mockups, etc. The icons utilize a flat, 2D style, making them easily visible while working with multiple images in one go. As per your preferences, you can rearrange the toolbar buttons, making them easily accessible. Depending on the project, you can work with Painting, Photography, Graphic, Web, 3D, and Motion inspired workspaces.Īdditionally, Photoshop download for PC lets you create customized panels and windows in the main layout. The customizable interface lets you choose from multiple workspace layouts. Photoshop CC is no different in this regard. Adobe has always been known for building easy-to-use, feature-packed, and reliable products. In Windows, exported photos are saved in the “Pictures” folder under Users. I would appreciate a cancellation option here (there isn’t one), but it’s also possible to cancel the data transfer simply by disconnecting your phone from the computer. ![]() Loading photos from the phone to the app is a quite quick and straightforward process. When you click on “Photo,” DearMob will start loading photos from your phone so you can view them on the app. ![]() I would love to have see that option too in a future update. However, if you want to keep photos along with videos taken at the same event, having them in separate tabs can complicate things a bit when exporting. This speeds up the loading of photos because you don’t have to wait for the videos which are typically larger in size. Unlike other apps, DearMob displays photos and videos from your device in two different tabs. Click on “Photo” to access your photos and “Video & Movie” to access your videos. Once you connect your device to the computer, you’ll see the name of your device on the top left. You can use DearMob’s free version to try out the app in detail and see if it’s for you. ![]() This free plan is quite an interesting offer when compared with other paid iPhone management apps with very limited free trials. For transferring photos, you need 2 – 4 points per photo file and 15-30 points per 100MB. There’s a credit system put in place for free users: DearMob offers everyone 100 points per day. Once you launch DearMob, you start using the free version of the app, which limits the actions you can take per day. Using this iPhone manager isn’t hard at all – here are the steps you need to try it out for yourself: Step #1 – Get the DearMob app for your computerĭownload DearMob iPhone Manager for Mac or Windows and install it on your computer.
![]() This is where you really have to get creative and hope your good at designing and cutting a sewing and being all around creative!! i don't wanna give out all my secrets but if you want help just ask!! Now you have a awesome pair of roger rabbit overalls and can move on! for added effect add two little strips on each side like you see in the picture. then sew the patch to the butt of the overalls. ![]() i scrunched it up and put put some fluff in it and sewed it up. make the tail out of whatever you want i used a oval shape of the same fur im using for the rest of the costume. ![]() then i cut a slit in the middle for the tail. find yourself 4 big yellow buttons and sew em on!! i literally had to order some from the UK cuz i couldn't find any that i liked or were big enough anywhere!! you could also make your own but that sounds like a pain! hahaĪs for the butt patch and tail i made from some blue denim Fabric and cut out a rectangle. make them long enough to hold your pants about mid stomach high and leave about 2" for a button to sew them to the pants. To make the overall straps i just folded a long piece of fabric and sewed it all the way down on both sides and rolled it inside out to hit the seams. then left a little spot open to slide a wire in to give the bottoms a flare around the feet. i Rolled the bottoms up about an inch or so and sewed it. Cut a slit up the middle of the bottom for the legs but make sure its not to high up or it will look funny. I cut them out in sort of a weird shape to give them the flare at the boom and skinny at the top. To start with the overalls i took some red denim fabric and cut it out so it was a little longer than from my stomach to the floor so i had room for hemming the edges and rolling up the bottom. Refunds will be refused for items returned without an original receipt.įinally, please note that you will be responsible for all transport/courier costs when returning an item to us.Ĭusack Lighting, Unit 2A, Crystal Business Park, Dublin Rd, Cavan, H12 NA03 If the original purchase was made with a credit/debit card, that card must be physically present and available when the refund is made If the unwanted item is returned as sold and is accompanied by the original receipt within a 14 working-day period, we can refund you in full by the original payment method, or offer you an exchange, or offer you store credit to the same value. If you purchased your item in-store, you have 14 working days from your purchase/date of receipt to return the item to us once it is in its original packaging, undamaged and hasn’t been fitted in order to receive an exchange or refund. Below is everything you need to know in regard to our returns and exchange policy For any reason you are not, please let us know by contacting us via email at and we will do everything we can to help solve the given issue. We hope you’re happy with your Cusack Lighting purchase. Free Click & Collect from our showroom in Cavan. Delivery rates for Worldwide shipping may vary due to weight and location. If your location is outside of Ireland and the UK, please contact us to place an order for you. Shipping is Free within Ireland on orders over €100 Claims for unwanted or damaged goods cannot be accepted outside this period. We advise our customers to check all items immediately after receiving delivery. To report any damages, please do so within 24 hours from receipt of goods. The items must be unused and in original packaging. You have 14 working days from receipt of goods to request a return on any items from your order. Failure to do so may affect any warranty claims you make thereafter. If you are unable to check the contents of your delivery at the point of delivery then please sign for the parcel as ‘Unchecked’. Always check your item before signing, particularly if the package does not appear to be in good condition. ![]() Upon receipt of your order, you will be asked to sign for the goods received in good condition. You will receive an email when your order has been dispatched, which will provide an expected delivery date. We will always do our best to deliver our items on time and keep in touch with the customer regarding their delivery. Click & Collect is available from our showroom in Cavan on request. ![]() In the event that items are out of stock with our suppliers, and we cannot fulfil all your items at the time of purchase we will contact you about whether you would prefer to await restocking of the back-ordered item or if you would prefer us to process a refund. For special order items, the lead time will be longer and our sales team can liaise with you directly to advise. Depending on stock availability delivery time varies from 7-10 working days to 2-3 weeks. Par exemple, Instant Gaming le propose dj (en indiquant la mme date du 8 fvrier 2022), alors mme que. Bien sr, il sera possible de passer par certaines boutiques pour l’avoir moindre prix. Codemasters F1 22 will be free-to-play on PS4 & PS5 during the US Grand Prix Season, with players able to take the latest racer for a spin from October 20. PS4 game disc owners who buy the PS5 Digital Edition disc-free console will not be able to get the PS5 version for the discounted price. Et plus rcemment, selon une nouvelle fuite, Ghost of Tsushima arrivera sur PC le 8 fvrier 2022. Owners of a PS4 disc copy must insert it into the PS5 every time they want to download or play the PS5 digital version. Its no wonder, then, that a PC release date has been on the minds of players since the game first emerged. Ability to transfer PS4 saved progress to PS5 game. 24 days ago By Bogdan Robert Mate Ghost of Tsushima secured a cozy spot for itself as one of the best titles available on the PS4 thanks to its setting, stylish visuals, kinetic combat, and involved story. I’m not done with it yet but so far I’m having a blast. Having a blast so far and it’s probably one of the most beautiful games I’ve ever played. 3D Audio with stereo headphones (analogue or USB). Recently got a PS5 and picked up Ghost of Tsushima. DualSense™ wireless controller haptic feedback and adaptive trigger resistance. Update 1: Waited through 2022 no infos yet. They lied And now I am sitting here waiting. Can You Run It Here are the Ghost of a Tale System Requirements (Minimum) CPU: Intel i5 - 2. by Mm633 Ghost of Tsushima PC release is leaked on Instant Gaming for the 08th February 2022. System requirements Lab runs millions of PC requirements tests on over 8,500 games a month. Dynamic 4K resolution targeting 60fps (requires compatible 4K TV or display). Can I Run it Test your specs and rate your gaming PC. ![]() If you already own the Ghost of Tsushima DIRECTOR’S CUT on PS4, you can upgrade to the PS5 Ghost of Tsushima DIRECTOR’S CUT for $10.00 from 20 August 2021. For the latest gaming videos, follow us on Instagram.If you already own Ghost of Tsushima on PS4™, you can upgrade to the Ghost of Tsushima DIRECTOR’S CUT on PS5™ for $29.99 from 20 August 2021. A PC Release Could Take Ghost of Tsushima to the Next Level. IN WAR-TORN TSUSHIMA, ANCIENT BEAUTY ENDURES - Venture beyond the battlefield to experience feudal Japan like never before. There have also been rumours going around owing to an investor report of Uncharted 4 possibly making the jump from PS4 to PC.įor the latest gaming news and reviews, follow IGN India on Twitter and Facebook. Days Gone saw release on PC earlier this year, and back in 2020, Horizon: Zero Dawn was released on PC as well. RepulsiveLettuce stresses that this might be a faked image that they themselves. Reddit user RepulsiveLettuce recently shared a leaked retail listing (via Imgur) that features Ghost Of Tsushima with a PC release date of February 7, 2022. Ghost of Tsushima wouldn't be the first first-party PS-exclusive game to get a PC version. Now, it seems like one more high-profile PC exclusive from Nvidia’s list could be joining them next year. Instead, the company these days seems to be opting to include a PlayStation Studios logo near the bottom, as is evident on most PS5-exclusives like Demon's Souls. Taking this into consideration, while it's possible that Ghost of Tsushima might get a PC release at some point, it's also just likely part of Sony's greater move away from its "Only On PlayStation" branding. The PS5-exclusive Demon's Souls also doesn't include the branding. Examples include Spider-Man: Miles Morales, and Sackboy: A Big Adventure. ![]() Sonys report is just a mistake they just confused Uncharted 4 with the Ghost of Tsushima. Ghost of Tsushima sur PS4 est un jeu daction qui prend place au Japon dans lequel les développeurs ont mis les détails au centre du jeu afin quil respecte lHistoire. Sadly Ghost of Tsushima is coming to PC, I admit it, but the best Sony games like Uncharted, God of war, The last of us, Spider Man, Infamous will never come to PC. ![]() It is worth noting, however, that PlayStation exclusives released on both the PS4 as well as the PS5 also don't sport the "Only on PlayStation" branding. Ghost of Tsushima, of course, since Uncharted isnt coming to PC. More important, he recorded his first song, which he followed the next year with his first national hit on the Black charts (“Baby, Let Me Hold Your Hand”). He also began wearing the dark glasses that would become his trademark. He dropped his last name to avoid possible confusion with the well-known boxer Sugar Ray Robinson. He imitated the smooth vocals of popular singers Charles Brown and Nat King Cole, and wouldn’t develop his own singing style for at least another decade.Īfter his move to Seattle, Washington, in 1948 to pursue better career opportunities on the West Coast, Charles’s show-business persona began to emerge. His early travels took him to nearby Jacksonville and Orlando, Florida, where his reputation grew as a versatile piano player, saxophone player, and arranger who could handle blues, jazz, boogie-woogie, swing, or hillbilly. In 1945 the fifteen-year-old Charles left school to make his living as a professional musician. Over time he also discovered jazz music and a deep appreciation of jazz pianist Art Tatum. At the school for the blind, Charles learned to read music and play Frederic Chopin, Ludwig van Beethoven, and Johann Strauss. Charles also listened to big band music on the radio, along with hillbilly tunes from the Grand Ole Opry. Although no one in his family was a musician (his mostly absent father, Bailey Robinson, was a railroad employee), he found music in every direction: the raw, emotional sounds of gospel music in the church, the jukebox at the general store that blasted out the blues, the boogie-woogie that the store owner would play on piano with the attentive young boy at his side. Augustine, where he remained for nine years, until her death in 1945.Īs Charles describes in his 1978 memoirs, his early years were filled with music. ![]() After he was declared legally blind at the age of seven, she enrolled him in the Florida School for the Deaf and Blind in St. Despite these setbacks and dire poverty, his mother pushed Charles toward greater independence. ![]() In the same year his younger brother drowned. Ray Charles Robinson was born in Albany on September 23, 1930, the same year that Hoagy Carmichael composed “Georgia on My Mind.” A few months after his birth his mother, Aretha Williams, moved with RC (as everybody called the young Charles) to Greenville, a small town in north Florida.Īt the age of five Charles slowly began to lose his sight, most likely as a result of congenital juvenile glaucoma. Over the next forty years, this “old sweet song” remained his signature piece, becoming Georgia’s official state song in 1979. In the popular imagination Ray Charles will probably always be linked with his rendition of “Georgia on My Mind,” his number-one pop hit of 1960. Courtesy of Hargrett Rare Book and Manuscript Library, University of Georgia Libraries. ![]() Sickbay - When your Furby Boom is sick, you can help it feel better. ![]() Using the app, you can track 4 of Furby Boom's basic needs: Gameplay Keeping your Furby Boom well-loved the furbling has a soccer-like appearance with red,yellow and white colors. The Mighty Ape Furby was a deal made with Mighty Ape that when bought a furby there,you'd get a secret furbling. His patters have a wave-like white line with big circles with rhombus inside and a red main color. In some Furby BOOM! packs there is a Qr Code for this Furby. The first Furbling's design had a blue-pink flower pattern and the second has a pattern closely resembling a Easter Furby. There are 2 furblings hidden in the old furby boom site: one is in the "Collect, hatch & raise Furblings!",sitting very closely to a Furby Boom Wave the second in the "Fill your FURBLINGS city and get the golden egg!" on a cloud close to a phone. It takes the appearance of a Polka-Dot like furby with multicolor dots and a yellow body. The stardoll furby was a furbling that was available from checking the old stargos and in a particular section,you'll find the stardoll furbling. After you scan it into the game,the furby takes the appearance of furbling with little mushroom-like triangles. The McFurbling is a furbling that can be obtained from buying 2013 Furby Happy meals. Once the tent is entered, it will give a prompt asking if you would like an exclusive Bin Weevils Furbling for the Furby Boom game. In the game, a Furby Boom cavern tent appeared in the area Gong's Pipenest. Here is a list of every known qr code furbling:īin Weevils is a kids MMO that was launched in 2004. An example is from McFurbys, Bin Weevils, and Mighty Ape. Using Furbucks, you can buy eggs from those friends.įrom exclusive QR codes - By scanning special Furbling codes with the In-App camera, you can unlock limited edition Promo Furblings. The archive of the website where codes could be found can be accessed here.įrom virtual in-app friends - When Furby Boom levels up, it will make new In-App friends. Furby Boom can lay up to 50 eggs, enough to fill up the city and for the truck to deliver it to its new room.įrom hidden eggs on the Furby website - There were 5 hidden eggs on the /furby website with scannable codes. The first egg is always the same pattern as its parent. Eventually, the experience will add up, and Furby Boom will lay an egg. ![]() Once your Furby Boom is well taken care of, it will gain experience.
I come from southern Taiwan, where people still keep many traditional costumes to celebrate the Lunar New Year. Meng-Hsiao Wei: MFA Systems Design Thinking Learn which Zodiac animal corresponds with your birth year here: Student Perspectives Horoscopes for the new year are determined by which Zodiac animal corresponds with your birth year. Horoscope predictions may offer warnings, but also include advice and support to navigate difficulties. Each Zodiac animal has five elemental variants Metal, Earth, Fire, Wood, and Water. The Tiger arrived third, using its strength and speed to persevere through the strong river current. According to Chinese legend, people born in each animal’s year share the traits of that animal. Twelve animals came to visit, crossing a large river in their journey there, and he assigned a year to each of the animals in the order they arrived. The legend of the Zodiac animals explains the association between the year and the animal: According to Chinese myth, the Jade Emperor asked for all the animals to visit him on New Year’s Day. The Chinese calendar also involves the Chinese Zodiac as each year relates to one of the twelve Zodiac animals: the rat, the ox, the tiger, the rabbit, the dragon, the snake, the horse, the goat/ sheep, the monkey, the rooster, the dog, and the pig. The Lunar New Year is an important time for Chinese astrology and horoscopes. The legend behind the tradition of fireworks explains that long ago, a terrible monster called Nián used to terrorize villages at the start of the New Year, but a visitor to the village discovered that Nián could be scared away by the loud noises of firecrackers and the color red. ![]() ![]() Examples include visiting family, sharing a large meal, hosting parties, cooking together, offering prayers, exchanging red envelopes of money, watching fireworks, watching dance performances, and creating lantern displays. Celebrations of the Lunar New Year are diverse, some more traditional and others very modern. This time is seen as an opportunity to finish any projects before the New Year – people commonly prepare by scheduling appointments and doing their shopping in the weeks prior. Many people prepare for the Lunar New Year by cleaning their house and putting up decorations that will welcome good luck and deter bad luck. ![]() The holiday is typically celebrated with family through many traditional activities. In China, the Lunar New Year is celebrated as the Chinese New Year or Spring Festival, and celebrations start on February 1st, the first day of the first lunar month, and continue until the moon is full, ending February 15th with the Lantern Festival. Depending on how the lunisolar calendar relates to the Gregorian calendar used in the US, the Lunar New Year typically falls sometime between January 21st and February 20th annually. The Lunar New Year marks the first new moon of the lunisolar calendars, traditional to many East Asian countries, which are regulated by the cycles of the moon and sun. Still, I recommend taking a peek at what’s available!ĭISCLAIMER: I purchased these products with my own money and am not affiliated with MAC in any way.The Lunar New Year is an important holiday for many East Asian countries, including but not limited to China, Korea, and Vietnam. The sale section is filled with limited edition products, but be careful about some of the collections that were originally launched long ago! It’s not just semi-new products in there. I even prefer the unscented Fix+ over the floral ones. Fix+ scents I loved so far have been cucumber, coconut, pineapple, and watermelon. There are also the limited edition bottles of Fix+ that I would have considered getting if I didn’t already have plenty (and in scents other than Cherry Blossom, Lavender, or Rose). I considered getting more pieces from the Richard Quinn line, such as taking a chance on the highlighter even though it looks far too light or the mint color eyeliner, but I decided against it. However, I couldn’t resist getting backups in the limited edition packaging of the Lunar New Year collection and Richard Quinn collab. Even at the reduced price of $18 and $19, I would probably still be better off sticking to my Essence mascaras or continuing to use up the remainder of the mascaras in my makeup stash. The M♺♼ Stack Mascara has been one of my newest mascara obsessions since it came out. So that’s everything! For those curious, I purchased additional items from the sale. ![]() Retail, TD Bank Group and President and CEO, TD Bank, advised that "e do expect to close the transaction at the end of the fiscal first quarter. On September 14, 2022, at the Barclays Global Financial Services Conference, when asked for an update on the timeline for the Transaction, Defendant Leo Salom ("Salom"), Group Head, U.S. ![]() Masrani ("Masrani"), reiterated that he expected the Transaction "to close in the first fiscal quarter of 2023." When asked about any risks that may delay the Transaction from closing, Defendant Masrani responded, "ur deal continues to progress in the normal course, there is nothing out there to suggest that, that is different this time around."ĭefendant Masrani was not the only TD Bank executive to reassure analysts concerning the timeline for closing the Transaction. On August 25, 2022, on TD Bank's Q3 2022 earnings call, TD Bank's Group President and Chief Executive Officer ("CEO"), Defendant Bharat B. The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements and omissions concerning the risks to regulatory approval of the Transaction posed by TD Bank's materially deficient anti-money laundering ("AML") policies and procedures, which caused Plaintiff and other Class members to suffer significant losses when these undisclosed regulatory risks materialized and caused the market value of FHN's securities to decline precipitously. On a conference call to discuss the Transaction held on February 28, 2022, an analyst observed that "there's a lot of sensitivity around regulatory approval process for M&A in the U.S.," and then asked TD Bank's senior management about their "comfort level on getting deal closing done" within the timeline announced. and Canadian regulatory authorities." The Feb 2022 Press Release further advised that (i) if "the transaction does not close prior to Novem, First Horizon shareholders will receive, at closing, an additional US$0.65 per share on an annualized basis for the period from Novemthrough the day immediately prior to the closing," and (ii) "he transaction will terminate, unless otherwise extended, if it does not close by February 27, 2023." With respect to the timeline for closing the Transaction, a joint press release (" Feb 2022 Press Release") issued by TD Bank and FHN on February 28, 2022, announcing the deal explained that the " transaction is expected to close in the first quarter of TD's 2023 fiscal year, and is subject to customary closing conditions, including approvals from First Horizon's shareholders and U.S. On February 28, 2022, FHN and TD Bank jointly announced that TD Bank had agreed to acquire FHN for $25.00 per share in cash ("Transaction"), which represented a 37% premium to FHN's share price from its close on the prior trading day. |
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