text:
EX-99.3
4
rivx_ex993.htm
EX-99.3
rivx_ex993.htm
EXHIBIT 99.3
Rivex Technology Corp.
Pro Forma
Balance Sheet - Unaudited
March 31, 2019
Rivex
BigBreak101
Technology Corp.
Limited Group
Proforma
Proforma
March 31, 2019
March 31, 2019
Adjustments*
AsAdjusted
ASSETS
Current Assets
Cash and cash equivalents
$
-
$
-
$
-
$
-
Other current assets
-
44,177
-
44,177
Total Current Assets
-
44,177
-
44,177
TOTAL ASSETS
-
44,177
-
44,177
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities
$
21,921
$
-
$
-
$
21,921
Due to related parties
9,629
-
-
9,629
Total Current Liabilities
31,550
-
-
31,550
TOTAL LIABILITIES
31,550
-
-
31,550
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 6,180,000 shares issued and outstanding
6,180
-
20
6,200
Additional paid in capital (deficiency)
22,420
-
44,157
66,577
Retained earnings (deficit)
(60,150
)
120,271
(120,271
)
(60,150
)
Owner's withdraws
(76,094
)
76,094
-
Total stockholders' equity (deficit)
(31,550
)
44,177
-
12,627
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
-
$
44,177
$
-
$
44,177
* The adjustments included in the pro forma balance sheet and statement of operations are as follows:
-
To record 20,000 shares of Rivex Technology Corp. unregistered common stock issued in exchange for assets acquired of BigBreak 101 Limited Group
-
To eliminate the owner withdraws, and retained earnings of BigBreak101 Limited Group
Rivex Technology Corp.
Pro Forma
Statement of Operations - Unaudited
Year Ended March 31, 2019
Rivex
Technology Corp.
Year ended
March 31, 2019
BigBreak101
Limited Group
Year ended
December 31, 2018
Proforma
Adjustments
Proforma
As Adjusted
Revenue
$
-
$
113,150
$
-
$
113,150
Operating Expenses
General and administrative
55,982
14,258
-
70,240
Total Operating Expenses
55,982
14,258
-
70,240
Operating Income (Loss)
(55,982
)
98,892
-
42,910
Income (Loss) Before Income Taxes
(55,982
)
98,892
-
42,910
Provision for income taxes
-
-
-
-
Net Loss
$
(55,982
)
$
98,892
$
-
$
42,910
Basic and Diluted Income (Loss) per Common Share
$
(0.01
)
$
-
$
0.01
Basic and Diluted Weighted Average Common Shares Outstanding
6,180,000
-
20,000
6,200,000
Rivex Technology Corp.
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Rivex Technology Corp. (the "Company"), a company incorporated under the laws of the State of Nevada, USA and Sungrow Venture Limited entered into a share exchange agreement in which Rivex Technology Corp. acquired assets, previously operating as BigBreak101 Limited Group, from Sungrow Venture Limited in exchange for 20,000 shares of Common Stock of Rivex Technology Corp.
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed combined balance sheets have been derived from the historical March 31, 2019 balance sheet of Rivex Technology Corp., and balance sheet of BigBreak101 Limited Group as of March 31, 2019, after giving effect to asset acquisition. The pro forma balance sheet and statement of operations present this transaction as if they had been consummated as of March 31, 2019, as required under Article 11 of Regulation S-X.
Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the asset acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the Company's results of operations. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 3- Pro Forma Adjustments.
The unaudited pro forma combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of BigBreak101 Limited Group included elsewhere in this report.
2. ACCOUNTING PERIODS PRESENTED
Certain pro forma adjustments were made to conform BigBreak101 Limited Group's accounting policies to the Company's accounting policies.
The unaudited pro forma condensed combined balance sheet as of March 31, 2019 is presented as if the asset purchase had occurred on March 31, 2019, and combines the historical balance sheet of Rivex Technology Corp. at March 31, 2019 and the historical balance sheet of BigBreak101 Limited Group at March 31, 2019.
The unaudited pro forma condensed statement of operations for the period ended March 31, 2019 combines the twelve month historical results of Rivex Technology Corp. for the year ended March 31, 2019 and the twelve month historical results of BigBreak101 Limited Group for the year ended December 31, 2018.
3. PRO FORMA ADJUSTMENTS
The adjustments included in the pro forma balance sheet and statement of operations are as follows:
-
To record 20,000 shares of Rivex Technology Corp. unregistered common stock issued in exchange for assets acquired of BigBreak101 Limited Group
-
To eliminate the owner withdraws, and retained earnings of BigBreak101 Limited Group.

text: Rivex Technology Corp.

text: Rivex Technology Corp.

text: BigBreak101 Limited Group

text: Rivex Technology Corp.

text:
Rivex
Technology Corp.

text:
BigBreak101
Limited Group

text: Rivex Technology Corp.

text: Rivex Technology Corp.

text: Sungrow Venture Limited

override: organization

text: Rivex Technology Corp.

text: BigBreak101 Limited Group

text: Sungrow Venture Limited

text: Rivex Technology Corp.

text: Rivex Technology Corp.

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text: BigBreak101 Limited Group

text: BigBreak101 Limited Group

text: Rivex Technology Corp.

text: BigBreak101 Limited Group

text: Rivex Technology Corp.

text: BigBreak101 Limited Group

text: Rivex Technology Corp.

text: BigBreak101 Limited Group

text: BigBreak101 Limited Group


dataset: buster

text:
EX-99.1
2
ex99-1.htm
Exhibit 99.1
Power REIT Acquires Property in Colorado
for Greenhouse Cannabis Cultivation in Highly Accretive Transaction
Old Bethpage, New
York, March 12, 2021 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) ("Power REIT" or the "Trust")
today announced that it has acquired an additional 2.2 acre parcel in Crowley
County, Colorado (the "Property") through a wholly owned subsidiary ("PropCo"). The Property is strategically
located in a part of southern Colorado that offers a very favorable business setting and growing environment for efficient and
sustainable greenhouse cultivation.
As
part of the transaction, Power REIT has agreed to fund the construction of approximately 24,512 square feet of greenhouse and processing
space for its new tenant, Gas Station LLC ("Gas Station"). Power REIT's total capital commitment for the project
is approximately $2.1 million including the land acquisition cost.
Concurrent
with the acquisition, PropCo entered into a 20-year "triple-net" lease (the "Lease") with Gas Station which
will operate a cannabis cultivation facility. The lease requires Gas Station to pay all property related expenses including maintenance,
insurance and taxes. After the initial 20-year term, The Lease provides two, five-year renewal options and has a personal guarantee
from the owners of Gas Station. As mandated by the Lease, Gas Station will maintain a medical marijuana license and will operate
in accordance with all Colorado and municipal regulations. The Lease also prohibits retail sales of its products from the Property.
The
Lease is structured whereby after an initial deferred rent period to allow for construction, the rental payments provide PropCo
with a full return of its invested capital over the next three years and thereafter, provides an approximately 13.3% yield increasing
thereafter at a rate of 3% per annum.
The
Lease as structured provides straight-line annual rent of approximately $301,000, representing an unleveraged FFO yield of approximately
19% on the invested capital.
CORE
FFO ASSUMPTIONS
The
acquisition described above is immediately accretive to CORE FFO by adding approximately $301,000 of straight-line rent. As previously
announced, Power REIT recently completed a Rights Offering to raise capital to deploy on additional acquisitions including this
transaction with Gas Station.
David
Lesser, Power REIT's Chairman and CEO, commented,
"We continue to deploy capital on a highly accretive basis
that supports our investment thesis of investing in sustainable property investments. Southern Colorado continues to represent
a compelling opportunity for our investment strategy in cannabis cultivation facilities. We believe that each additional acquisition
diversifies our tenant concentration and further improves our focused strategy within this vibrant market that provides significant
runway for growth".
Mr.
Lesser
,
concluded
"We have generated dramatic growth since July 2019 when we embarked on our new business
plan focused on Controlled Environment Agriculture properties.
Power REIT's relatively small
size combined with the attractive investment yields that we are generating through CEA property acquisitions, positions us for
continued outpaced growth. We believe Power REIT represents an attractive investment proposition based on our relatively low trading
multiple than REIT peers with a clear growth trajectory.
Statement
on Sustainability
Power
REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture (CEA Facilities),
Renewable Energy and Transportation.
CEA
Facilities
, such as greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less
energy than indoor growing operations that do not benefit from "free" sunlight. CEA facilities use 90% less water than
field grown plants, and all of Power REIT's greenhouse properties operate without the use of pesticides and avoid agricultural
runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a
myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis,
Parkinson's disease, and Alzheimer's.
Renewable
Energy
assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power
without the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity
annually which is enough to power approximately 4,600 home on a carbon free basis.
Transportation
assets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.
About Power REIT
Power
REIT is a specialized real estate investment trust (REIT) that owns sustainable real estate related to infrastructure assets including
properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand
its real estate portfolio related to Controlled Environment Agriculture for the cultivation of food and cannabis. Power REIT is
focuses on the "Triple Bottom Line" with a commitment to Profit, Planet and People.
Additional
information about Power REIT can be found on its website:
www.pwreit.com
Additional
information about Power REIT can be found on its website:
www.pwreit.com
Cautionary
Statement about Forward-Looking Statements
This document includes forward-looking statements
within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or
trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements
containing the words "believe", "expect", "will", "anticipate", "intend,"
"estimate", "project", "plan", "assume", "seek" or other similar expressions,
or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements
contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and
results that might be obtained by pursuing management's current or future plans and objectives are forward-looking statements.
You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and
unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements
are based on the information currently available to us and speak only as of the date of the filing of this document. Over time,
our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial
condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant
and materially adverse to our security holders.
CONACT:
David H. Lesser, Chairman & CEO
Mary Jensen, Investor Relations
dlesser@pwreit.com
mary@irrealized.com
212-750-0371
310-526-1707
301 Winding Road
Old Bethpage, NY 11804
www.pwreit.com

label: organization

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

text:
Power
REIT

text: Power REIT

text: Power REIT

text:
Power
REIT

text: Power REIT

text: Power REIT

text: Power REIT

text: Power REIT

label: person

text: David H. Lesser

source_dataset: expertai/BUSTER

annotation_scope: BUSTER company-role spans plus reviewed organization, fund, person, and event additions with document-local surface projection; annotations remain non-exhaustive


text:
EX-99.1
2
a04-12186_1ex99d1.htm
EX-99.1
Exhibit 99.1
CONTACT:
WILLIAM R. SCHLUETER - (203) 625-0770
SECURITY CAPITAL SELLS ASSETS OF
PUMPKIN LTD.
Greenwich, CT - October 29, 2004 -
On October 25, 2004, Pumpkin Ltd. ("Pumpkin"), a wholly owned subsidiary of
Security Capital Corporation (AMEX: SCC) ("Security Capital"), entered into a
definitive agreement and consummated the sale of substantially all of the
assets of Pumpkin to Rauch Industries, Inc. ("Rauch") for $7.0 million, subject
to a working capital adjustment.
At the closing of the transaction, Pumpkin received sales proceeds of
$7.0 million plus $1.048 million, which represented one-half of an estimated
working capital adjustment payment, repaid its outstanding revolving line of
credit of $4.464 million and paid transaction costs of $0.437 million,
resulting in net proceeds of $3.148 million.
Pumpkin also retained $1.591 million of cash on hand at the time of the
closing.
Security Capital has been accounting for Pumpkin as a discontinued
operation since December 31, 2003 when it decided to engage an investment
banking firm to actively market the Pumpkin business.
Security Capital operates two subsidiaries in two distinct business
segments, employer cost containment and health services and educational
services. Pumpkin was previously
included in the seasonal products segment.
This statement contains "forward-looking" statements within the meaning
of the "safe harbor" provision of the Private Litigation Reform Act of
1995. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements, as described in Security Capital's
periodic reports filed with the Securities and Exchange Commission.

text: SECURITY CAPITAL

text: Security Capital Corporation

text: Security Capital

text: Security Capital

text: Security Capital

text: Security Capital


text:
EX-99.1
20
exh991.htm
EXHIBIT 99.1
YzApp International Inc.: Exhibit 99.1 - Prepared by TNT Filings Inc.
Exhibit 99.1
New Zealand Wayne's New Resources Development
Co., Ltd.
Completes Reverse Merger to Go Public in the U.S.
HARBIN, China, Dec. 30 -- YzApp International
Inc. (the "Company" or "YzApp") (OTC Bulletin Board: YZPI) announced that it has
successfully closed a share exchange transaction with the shareholder of New
Zealand WAYNE's New Resources Development Co., Ltd., a British Virgin Islands
corporation ("New Resources"). YzApp will operate through its consolidated
indirect Chinese subsidiaries to execute upon the current business plan of those
subsidiaries.
In the share exchange transaction, New
Resources' shareholder was issued 689,390 shares of the Company's Series A
Voting Convertible Preferred Stock in exchange 100% of the issued and
outstanding shares of New Resources. On an as- converted to common stock basis,
the shares of Series A Voting Convertible Preferred Stock received by the
shareholder of New Resources represent approximately 94% of the total issued and
outstanding capital stock of the Company.
As a result of the share exchange transaction,
New Resources has become a wholly-owned subsidiary of the Company. Ms. Lianyuan
Han was appointed to the Board of Directors of the Company and the Company's
executive officers were replaced by the executive officers of New Resources and
its subsidiaries upon the closing of the share exchange. The Company's shares
are listed on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol,
YZPI.OB.
The
Company plans to amend its Articles of Incorporation to:
change the name of the Company to Shuaiyi International New Resources
Development Inc.;
increase its authorized common stock to 190,000,000 shares; and
effectuate a 1-for 114.59 reverse stock split of the Company's outstanding
shares of common stock.
After the amendment of the Company's Articles
of Incorporation, which is expected to become effective in or about January
2009, the outstanding shares of Series A Voting Convertible Preferred Stock will
convert into shares of common stock on a 2000-to-1 basis and, thereafter, are
subject to the 1-to- 114.59 reverse split. Following the effectiveness of the
reverse split and the conversion of Series A Preferred Stock into common stock,
there will be approximately 12,800,297 shares of the Company's common stock
issued and outstanding.
"We are delighted to have successfully closed
the going public transaction", said Lianyun Han, the new Chief Executive Officer
of YzApp. "Even though the current financial environment is quite challenging,
we haven't seen any material adverse impact on our business by the economic
downturn at the moment, and we are very confident of the Company's continuing
solid growth. We believe that OTCBB provides us with a good trading platform
that will eventually lead the Company to upgrade to a national exchange".
Through its Chinese subsidiaries, YzApp now is a leading
Chinese Caterpillar Fungus grower and producer in China. The Company specializes
in developing, processing, marketing and distributing a variety of high-tech
agricultural and nutraceutical products consist of dry Chinese Caterpillar
Fungus, Green and Specialty food products and Silage Fodder. The Company's
current primary product, dry Chinese Caterpillar Fungus, is developed from Cordyceps Militaris, which is a fungus species that is widely believed in China
to offer high medical and health benefits. In addition, the Company plans to
introduce more products developed from Chinese Caterpillar Fungus to the market
within the coming months and years, including Cordycepin and Corn Series
Beverage. The Company's audited net income for 2006 and 2007 are approximately
$1.66 million and $5.17 million, respectively, and the unaudited net income and
total shareholder's equity for the first nine month in 2008 are approximately
$4.87 million and $21.47 million, respectively.
Forward-looking Statement
This press release contains certain
forward-looking statement relating to the business of YzApp and its subsidiary
companies. All statements other than statements of historical fact included
herein are "forward-looking statements". These forward looking statements are
often identified by the use of forward- looking terminology such as "believes,"
"expects" or similar expressions, involve known and unknown risks and
uncertainties. Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, they do involve assumptions,
risks and uncertainties, and these expectations may prove to be incorrect. You
should not place undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of a variety of factors, including those discussed in the Company's
periodic reports that are filed with the Securities and Exchange Commission and
available on its website (http://www.sec.gov
). All forward-looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by these factors. Other
than as required under the securities laws, the Company does not assume a duty
to update these forward-looking statements.
2

text: YzApp International Inc.

text:
New Resources Development
Co., Ltd.

text:
YzApp International
Inc.

text: New Resources Development Co., Ltd.

text:
Lianyuan
Han


text:
EX-99.1
3
ex991.htm
EXHIBIT 99.1
ex991.htm
Exhibit 99.1
Midas Medici Completes Acquisition of Consonus Technologies, Inc.
Combined Entity to Benefit from Complementary Business Units at the Intersection of Energy and Technology
NEW YORK, New York - March 4, 2011 - Midas Medici Group Holdings, Inc.("Midas") (OTCBB: MMED), a leading provider of consulting and market data to the utility industry, today announced that it has completed its acquisition of Consonus Technologies, Inc. ("Consonus"), a leading provider of energy-efficient data center solutions, pursuant to its definitive merger agreement entered into in May of 2010. On February 28, 2011 Consonus officially merged with a wholly-owned subsidiary of Midas in an all-stock transaction. Consonus shareholders received an aggregate of 4,963,939 shares of Midas common stock in connection with the merger.
The merger with Midas marks a strategic operational shift for the Consonus brand, which has adopted a service centered, location agnostic focus rather than a localized bricks and mortar, balance sheet
intensive business. Consonus will be able to benefit from cross business opportunities with Midas' existing brand and subsidiary, UtiliPoint® International, Inc. ("UtiliPoint"), which has been a trusted source of insight in the energy and utilities industries for over 75 years. The combined company will be a strong green IT company in the fields of virtualization, cloud computing and data management, as well as Smart Grid solutions.
"The successful completion of the Consonus acquisition is a milestone event", stated Nana Baffour, CEO and Co-Founder of Midas, as well as CEO of UtiliPoint and Executive Chairman of Consonus. "The merger transforms Midas into an organization with a focus on both green IT and Smart Grid solutions to over 750 customers throughout the United States, Canada and Europe, as well as Asia, South America and Africa. Utilizing both our Consonus and Utilipoint brands, Midas will be able to expand its service and product offerings and capitalize on the utility industry as well as accelerate our virtualization and cloud computing offerings".
Johnson Kachidza, President and CFO of Midas, commented, "This merger will benefit both Midas and Consonus shareholders as the combined company will have a significantly larger investor base which we expect to provide better access to capital markets. Midas is now well positioned to capitalize on opportunities at the intersection of energy and technology".
As it becomes an integral part of Midas, the Consonus brand will remain committed to its core business of data center infrastructure solutions and managed services (including, but not limited to: data protection, disaster recovery, virtualization, cloud computing, etc.), which underpin the company's recurring revenue model. These services will be complemented by green hosting and delivery of energy efficient IT infrastructure and consulting services by leveraging the existing relationships and expertise of Midas' UtiliPoint brand. Over the past year, Consonus has worked with UtiliPoint and taken a proactive focus on energy efficiency. The acquisition brings together the energy service offerings of the UtiliPoint brand with the core virtualization and cloud computing offerings of the Consonus brand.
1
"The financial benefits of the merger and the strong reputations of all companies in their respective domains will facilitate both domestic and international expansion, advance the Consonus brand's core mission, and strengthen our combined offerings as a whole", commented Mr. Baffour. "As the merger reinforces our core competencies and increases our competitive stance in the marketplace, we look forward to relaying our latest development to our loyal shareholders and prospective investors".
As it becomes an integral part of Midas, the Consonus brand will continue to work with customers to optimize their IT and data center investments, within the three data center environments - customer owned, co-location, and cloud-based. These solutions address customer business needs and are built on foundation of key technology partners that include HP, NetApp, Symantec, Oracle, VMware, and Hitachi. With over 20 years of industry expertise, the dedication to serving the customer is evident in the level of service provided by the Consonus brand and which will remain the core initiative under Midas Medici - single-source accountability, multi-vendor support, and award-winning service.
Conference Call:
Subsequent to today's release, a conference call to discuss Midas' acquisition of Consonus is scheduled for Monday, March 7, 2011 at 11:00am EST.
The teleconference can be accessed by dialing 877-407-8033 when calling within the United States or 201-689-8033 when calling internationally. Please dial in 10 minutes prior to the beginning of the call. There will be a playback available until March 28, 2011. To listen to the playback dial 877-660-6853 when calling within the United States or 201-612-7415 when calling internationally and use account number: 286 in conjunction with replay ID number: 368629.
The conference call will be simultaneously webcast and available at:
http://www.trilogy-capital.com/autoir/mmed_autoir.html
.
About Midas Medici Group Holdings, Inc.
Midas Medici Group Holdings, Inc. (OTCBB: MMED) is a green IT company that supplies mid-sized and select enterprises and institutions with leading-edge IT solutions in the fields of virtualization, cloud computing and data management, as well as working with utilities and other institutions to transform the electric grid through digital technologies. Across its Consonus and Utilipoint brands, Midas works with its customers by optimizing IT and data center investments, cutting energy usage and preventing data loss, all while maximizing productivity. Through a management team with decades of experience, Midas is positioning itself to take advantage of the high-growth IT industry through its unique specialized services at the intersection of energy and technology.
For more information, please visit Midas Medici on the web at:
www.midasmedici.com
.
Safe Harbor Statement
This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the Company's business and operations; business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes", "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Company Contact:
Johnson Kachidza
Chief Financial Officer
212-792-0920
jkachidza@midasmedici.com
Investor Contact:
Trilogy Capital Partners
Darren Minton, President
Toll-free: 800-592-6067
info@trilogy-capital.com
2

text: Midas Medici

text: Consonus Technologies, Inc.

text: Midas Medici Group Holdings, Inc.

text: Midas

text: Consonus Technologies, Inc.

text: Consonus

text: Consonus

text: Midas

text: Consonus

text: Midas

text: Midas

text: Consonus

text: Consonus

text: Midas

text: Consonus

text: Nana Baffour

text: Midas

text: Consonus

text: Midas

text: Consonus

text: Midas

text: Johnson Kachidza

text: Midas

text: Midas

text: Consonus

text: Midas

text: Midas

text: Consonus

text: Midas

text: Consonus

text: Consonus

text: Consonus

text: Midas

text: Consonus

text: Consonus

text: Midas Medici

text: Midas

text: Consonus

text: Midas Medici Group Holdings, Inc.

text: Midas Medici Group Holdings, Inc.

text: Consonus

text: Midas

text: Midas

text: Midas Medici

text: Johnson Kachidza

text: Darren Minton


text:
EX-99.1
2
ex_157540.htm
EXHIBIT 99.1
ex_157540.htm
Exhibit 99.1
Spartan Motors
Acquire
s
Royal Truck Body
A
c
quisition
Expands
Spartan's
West Coast and Southwest Geographic Reach with
Six Additional
Manufacturing
, Assembly
,
and Distribution
Facilities
CHARLOTTE, Mich
.,
Sept.
10
, 2019
-
Spartan Motors, Inc. (NASDAQ: SPAR) ("Spartan" or the "Company"), the North American leader in specialty vehicle manufacturing and assembly for the commercial and retail vehicle industries (including last-mile delivery, specialty vehicles, commercial vehicle assembly, and vocation-specific upfit segments), as well as for the emergency response and recreational vehicle markets, today announced it purchased Royal Truck Body (Royal), a leading, California-based designer, manufacturer, and installer of service truck bodies and accessories. Royal joins Spartan's Specialty Chassis and Vehicles (SCV) business unit and, in recognition of the strength of the brand, will continue to go to market under the Royal Truck Body™ name.
The acquisition is the latest action driven by Spartan's strategic plan and will result in the achievement of three of the plan's key goals: EBITDA margin growth, increased revenue, and geographic expansion by way of delivering on the promise of a coast-to-coast manufacturing and distribution footprint.
"This is an exciting day for Spartan", said Daryl Adams, President and Chief Executive Officer of Spartan Motors. "Our acquisition of Royal Truck Body marks the continued execution of our strategic plan and delivers on the promise of nationwide expansion to the benefit of our customers, suppliers, team members, and our shareholders".
The purchase of Royal expands Spartan Motors' manufacturing operations into Southern California, Northern California, and additional West Coast markets, advancing its U.S. footprint strategy with six additional operating facilities located in California, Arizona, and Texas. Spartan will utilize Royal's existing production facility in Carson, California, and its five other locations throughout the Sun Belt to build and distribute commercial trucks more efficiently and cost effectively to West Coast customers across its business units.
Spartan expects the transaction to be accretive to earnings on an annualized basis in 2020.
"As we welcome Royal to the Spartan family and work to grow our combined business, we see many opportunities to further our value proposition of additional expansion into the trades, fleet, and last mile delivery categories nationwide. Our long-term strategy is to broaden our geographic footprint with increased capabilities for each regional location to offer a comprehensive suite of products and services", Adams said.
Royal manufactures and assembles truck body options for various trades, service utility truck bodies, stake body trucks, service vans, contractor trucks, and dump trucks that complement Spartan's Work-Driven Design™ vocational solutions across GVWR Classes 1-7. Royal's product set builds on the momentum of Spartan's recent General Truck Body acquisition, allowing Spartan's expanded West Coast operations to support tradespeople and fleets of all sizes.
"I'm thrilled that Spartan represents such a close fit with our company values and culture, including hard work, accountability and customer satisfaction", said Dudley DeZonia, former President, Royal Truck Body. "Spartan has a compelling vision and success story, and I am confident the future will be incredibly bright for Spartan and the Royal Truck Body brand".
In connection with the transaction, Spartan advisors included Donnelly Penman & Partners (DPP), serving as M&A and transaction advisor, and Varnum LLP, serving as outside legal counsel.
More information on the acquisition can be found at
www.spartanmotors.com/royal
.
About Spartan Motors
Spartan Motors, Inc. is the North American leader in specialty vehicle manufacturing and assembly for the commercial and retail vehicle industries (including last-mile delivery, specialty service and vocation-specific upfit segments), as well as for the emergency response and recreational vehicle markets. The Company is organized into three core business segments: Spartan Fleet Vehicles and Services, Spartan Emergency Response and Spartan Specialty Vehicles. Today, its family of brands also include Spartan Authorized Parts, Spartan Factory Service Centers, Utilimaster, Royal Truck Body, Strobes-R-Us, Smeal, Ladder Tower and UST. Spartan Motors and its go-to-market brands are well known in their respective industries for quality, durability, aftermarket product support and first-to-market innovation. The Company employs approximately 2,500 associates, and operates facilities in Michigan, Indiana, Pennsylvania, South Carolina, Florida, Missouri, California, Arizona, Texas, Nebraska, South Dakota; Saltillo, Mexico; and Lima, Peru. Spartan reported sales of $816 million in 2018. Learn more about Spartan Motors at
www.spartanmotors.com
.
This release contains several forward-looking statements that are not historical facts, including statements concerning our expectations regarding the future performance of the Royal Truck Body™ business and its effect on our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations. These statements can be identified by words such as "believe", "expect", "intend", "potential", "future", "may", "will", "should", and similar expressions regarding future expectations. These forward-looking statements involve various known and unknown risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, and likelihood. Therefore, actual performance and results may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could contribute to these differences include difficulties we may encounter in integrating this business with Spartan's existing business; operational and other complications that may arise affecting the implementation of our plans and business objectives; continued pressures caused by economic conditions; issues unique to government contracting, such as competitive bidding processes, qualification requirements, and delays or changes in funding; changes in our relationships with major customers, suppliers, or other business partners; changes in the demand or supply of products within our markets or raw materials needed to manufacture those products; and changes in laws and regulations affecting our business. Other factors that could affect outcomes are set forth in our Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission (SEC), which are available at
www.sec.gov
or our website. All forward-looking statements in this release are qualified by this paragraph. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events, or otherwise.
###
CONTACT:
Investors:
Juris Pagrabs
Group Treasurer & Director of Investor Relations
Spartan Motors, Inc.
(517) 997-3862
Media:
Samara Hamilton
Corporate Director of Marketing and Communications
Spartan Motors, Inc.
Samara.Hamilton@spartanmotors.com
(517) 997-3860

text: Spartan Motors

text: Royal Truck Body

text: Spartan

text: Spartan Motors, Inc.

text: Spartan

text: Royal Truck Body

text: Royal

text: Royal

text: Spartan

text: Royal Truck Body

text: Spartan

text: Spartan

text: Daryl Adams

text: Spartan Motors

text: Royal Truck Body

text: Royal

text: Spartan Motors

text: Spartan

text: Royal

text: Spartan

text: Royal

text: Spartan

text: Royal

text: Spartan

text: Royal

text: Spartan

text: Spartan

text: Spartan

text: Royal Truck Body

text: Spartan

text: Spartan

text: Royal Truck Body

text: Spartan

text: Donnelly Penman & Partners

text: Varnum LLP

text: Spartan Motors

text: Spartan Motors, Inc.

text: Spartan

text: Spartan

text: Spartan

text: Spartan

text: Spartan

text: Royal Truck Body

text: Spartan Motors

text: Spartan

text: Spartan Motors

text: Royal Truck Body

text: Spartan

text: Spartan Motors, Inc.

text: Spartan Motors, Inc.


text:
EX-99.1
3
exh_991.htm
EXHIBIT 99.1
exh_991.htm
EXHIBIT 99.1
China Fire & Security Group, Inc. Announces Closing of Merger
BEIJING, November 4, 2011 (GLOBE NEWSWIRE) -- China Fire & Security Group, Inc. (the "Company") (Nasdaq:CFSG), a leading total solution provider of industrial fire protection systems in China, announced today the completion of the merger (the "Merger") contemplated by the previously announced Agreement and Plan of Merger, dated May 20, 2011 (the "Merger Agreement"), by and among the Company, Amber Parent Limited, an exempted company incorporated in the Cayman Islands (the "Parent"), an affiliate of funds managed by Bain Capital Partners, LLC (the "Bain Capital"), and Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"). As a result of the Merger, the Company became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at the special meeting held on September 22, 2011, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger was converted automatically into the right to receive $9.00 in cash without interest and less any applicable withholding taxes, except for shares beneficially owned by the Company, any subsidiary of the Company, Parent or Merger Sub, including shares contributed to Parent or Merger Sub by certain special purpose companies (the "Rollover Investors") related to Mr. Weigang Li, the Chairman of the Board of the Company, Mr. Brian Lin, the Chief Executive Officer of the Company, and Mr. Weishe Zhang, the Vice President of Strategic Planning of the Company, which were cancelled without receiving any consideration. Under the terms of the Rollover Agreement, by and among the Parent, the Merger Sub and the Rollover Investors, entered into concurrently with the execution of the Merger Agreement, the shares contributed to the Parent were exchanged immediately prior to the Merger for a certain equity interest in the Parent and the shares contributed to Merger Sub were exchanged for a per share amount equal to $9.00 per share, which will be paid after the Company's shareholders generally receive their merger consideration.
No shareholders have exercised appraisal rights. In addition, each outstanding stock option was canceled in exchange for a cash payment equal to the excess, if any, of $9.00 over the exercise price per share of such stock option less any required withholding taxes. Payment to holders of vested outstanding stock options was made as of the effective time of the Merger. Payment to holders of unvested outstanding stock options will be made on the dates such unvested stock options would have vested (subject to the same conditions on vesting as applied to the unvested stock options immediately prior to the completion of the Merger if such unvested stock options had not been cancelled as of the effective time of the Merger) without any crediting of interest for the period from the completion of the Merger until the date of such payment. Each outstanding share of restricted stock was converted into the right to receive, on the date such share of restricted stock would have vested (subject to the same conditions on vesting as applied to each share of restricted stock immediately prior to the completion of the Merger if such share of restricted stock had not been converted as of the effective time of the Merger), an amount in cash equal to $9.00 less any required withholding taxes and without any crediting of interest for the period from the effective time of the Merger until vesting.
Shareholders of record will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates.
The Company also announced today that it requested that trading of its common stock on The NASDAQ Capital Market (the "NASDAQ") be suspended. The Company requested the NASDAQ to file a delisting application on Form 25 with the SEC to delist and deregister its common stock. The Company intends to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the U.S. Securities and Exchange Commission (the "SEC"). The Company's obligations to file with the SEC certain reports and forms, including Form 10-K, Form 10-Q and Form 8-K, will be suspended immediately as of the filing date of the Form 15 and will cease as of the effective date of the Form 15.
About China Fire & Security Group, Inc.
China Fire & Security Group, Inc. is a leading total solution provider of industrial fire protection systems in China. Leveraging on its proprietary technologies, the Company is engaged primarily in the design, manufacturing, sales and maintenance services of a broad product portfolio including detectors, controllers, and fire extinguishers. The Company owns a comprehensive portfolio of patents covering fire detection, system control and fire extinguishing technologies, and via its nationwide direct sales force, has built a solid client base including major companies in iron and steel, power, petrochemical and transportation industries throughout China. For more information about the Company, please go to http://www.chinafiresecurity.com.
Safe Harbor Statement
This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Such statements include assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can be identified by the use of forward-looking terminology such as "will", "believes", "expects" or similar expressions. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and based upon premises with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. For a description of additional risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report on Form 10-K filed with the SEC, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system at http://www.sec.gov.
CONTACT:
China Fire & Security Group, Inc.
Bin Gu, Investor Relations
Tel: +86-10-8441-7400
Email: ir@chinafiresecurity.com

text: China Fire & Security Group, Inc.

text: China Fire & Security Group, Inc.

text: Amber Parent Limited

label: fund

text: Bain Capital Partners, LLC

override: fund

text: Weigang Li

text: Brian Lin

text: Weishe Zhang

text: China Fire & Security Group, Inc.

text: China Fire & Security Group, Inc.

text: China Fire & Security Group, Inc.


text:
EX-99.1
5
exhibit99-1april232015.htm
PRESS RELEASE - APRIL 23, 2015
exhibit99-1april232015.htm
NEWS RELEASE
April 17, 2015
Contact: Peter D. Thompson, EVP and CFO
FOR IMMEDIATE RELEASE
(301) 429-4638
Washington, DC
RADIO ONE, INC. ANNOUNCES CLOSING OF PRIVATE OFFERING OF $350 MILLION OF SENIOR SECURED NOTES, NEW $350 MILLION CREDIT FACILITY AND PURCHASE OF MEMBERSHIP INTERESTS IN TV ONE
WASHINGTON, DC
- Radio One, Inc. (the "Company" or "Radio One") (NASDAQ: ROIAK and ROIA), announced today that it has closed its previously announced private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the "Notes"). The Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015 and will mature on April 15, 2022. Interest on the Notes accrues at the rate of 7.375% per annum and is payable semiannually in arrears on April 15 and October 15, commencing on October 15, 2015. The Notes are guaranteed, jointly and severally, on a senior secured basis by the Company's existing and future domestic subsidiaries, including TV One, LLC ("TV One"), that guarantee any of its new $350 million senior secured credit facility entered into concurrently with the closing of the Notes (the "New Credit Facility"), other syndicated bank indebtedness or capital markets securities. The New Credit Facility matures on December 31, 2018.
The Company used the net proceeds from the private offering, along with term loan borrowings under the New Credit Facility, to refinance its existing senior secured credit facility, refinance $119.0 million in outstanding indebtedness of TV One and TV One Capital Corp., finance the previously announced purchase of the membership interests of an affiliate of Comcast Corporation ("Comcast") in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith. As a result of the Company's acquisition of Comcast's membership interests in TV One, the Company now owns a 99.6% interest in TV One.
The Notes and the related guarantees were offered only to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Any offers of the Notes were made only by means of a private offering circular.
Cautionary Information Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to the Company at the time of this press release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in the Company's reports on Forms 10-K and 10-Q and other filings with the Securities and Exchange Commission. Radio One does not undertake any duty to update any forward-looking statements
.
SOURCE Radio One, Inc.
Peter D. Thompson, EVP and CFO 301-429-4638

text: RADIO ONE, INC.

text: TV ONE

text: Radio One, Inc.

text: TV One

text: TV One

text: TV One

text: TV One

text: TV One

text: TV One

text: TV One

text: Radio One, Inc.


text:
EX-99.1
2
exhibit991.htm
EXHIBIT 99.1
Exhibit
Eagle Bulk Shipping Inc. Successfully Completes Greenship Bulk Trust Acquisition Program with Delivery of Ninth Ultramax Vessel
STAMFORD, Conn., September 5, 2017 -- Eagle Bulk Shipping, Inc. (Nasdaq: EGLE) (the "Company"), one of the world's largest owner-operators in the Supramax/Ultramax segment, today announced that it has taken delivery of the M/V Westport Eagle, the ninth and final Crown-63 Ultramax dry bulk vessel the Company acquired from Greenship Bulk Trust.
Gary Vogel, Eagle Bulk's CEO, commented, "The successful conclusion of the nine-vessel fleet acquisition from Greenship Bulk provides clear and unambiguous benefits for Eagle, chief among them a significantly expanded commercial footprint and a more modern and efficient fleet. These positive developments, in conjunction with the successful buildout of our active management model, should help ensure we generate both higher time charter equivalent ("TCE") earnings and incremental shareholder value".
With the addition of the M/V Westport Eagle, the Eagle Bulk fleet currently consists of 48 vessels on the water, comprised exclusively of Supramax/Ultramax vessels.
About Eagle Bulk Shipping
Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in Stamford, Connecticut. Eagle Bulk owns one of the largest fleets of Supramax/Ultramax dry bulk vessels in the world. Supramax/Ultramax vessels, which are constructed with on-board cranes, range in size from approximately 50,000 to 65,000 dwt. The Company transports a broad range of major and minor bulk cargoes, including but not limited to coal, grain, ore, pet coke, cement and fertilizer, along worldwide shipping routes.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, the Company's forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company's financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Company Contact
Frank De Costanzo
Chief Financial Officer
Eagle Bulk Shipping Inc.
Tel. +1 203-276-8100
Email:
investor@eagleships.com
Media and Investor Contact
Jonathan Morgan or Alex Hinson
Perry Street Communications
212-741-0014
eagle@perryst.com

text: Eagle Bulk Shipping Inc.

text: Greenship Bulk Trust

text: Eagle Bulk Shipping, Inc.

text: Greenship Bulk Trust

text: Eagle Bulk Shipping Inc.

text: Eagle Bulk Shipping Inc.


text:
EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
Exhibit 99.1
Lehigh Gas Partners LP Completes the Acquisition of Wholesale Motor Fuel Supply Contracts and Motor
Fuel Stations in the Chicago Market
ALLENTOWN, PA (May 21, 2014) -
Lehigh Gas Partners LP (NYSE: LGP) (the "Partnership") announced
today that it completed the previously announced asset acquisition from affiliates of Atlas Oil
Company. The Partnership purchased 53 wholesale supply contracts, 11 fee or leasehold sites and
certain other assets for total consideration of $35.7 million. In addition, LGP acquired certain
other short term financing assets related to the acquired assets for $5.2 million, bringing the
total consideration to $40.9 million, subject to certain post -closing adjustments. The
transaction was financed under the Partnership's credit facility.
About Lehigh Gas Partners
Lehigh Gas Partners, headquartered in Allentown, PA, is a leading wholesale distributor of
motor fuels and owner and lessee of real estate used in the retail distribution of motor fuels.
Formed in 2012, Lehigh Gas Partners distributes fuel to over 1,100 locations and owns or leases
more than 625 sites in fourteen states: Pennsylvania, New Jersey, Ohio, Florida, New York,
Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, West Virginia and
Virginia. The company is affiliated with several major oil brands, including ExxonMobil, BP,
Shell, Chevron, Sunoco, Valero, Gulf and Citgo. LGP ranks as one of ExxonMobil's largest
distributors by fuel volume in the United States and in the top 10 for many additional brands. For
additional information, please visit www.lehighgaspartners.com
CONTACTS:
INVESTORS:
Karen Yeakel
Vice President, Investor Relations
Lehigh Gas Partners
610-625-8126
kyeakel@lehighgas.com
Forward-Looking Statements
This press release and any oral statements made regarding the subjects of this release may
contain forward-looking statements, which may include, but are not limited to, statements regarding
the Partnership's plans, objectives, expectations and intentions and other statements that are not
historical facts, including statements identified by words such as "outlook", "intends", "plans,"
"estimates", "believes", "expects", "potential", "continues", "may", "will", "should", "seeks,"
"approximately", "predicts", "anticipates", "foresees", or the negative version of these words or
other comparable expressions. All statements addressing operating performance, events, or
developments that the Partnership expects or anticipates will occur in the future, including
statements relating to revenue growth and earnings or earnings per unit growth, as well as
statements expressing optimism or pessimism about future operating results, are forward-looking
statements. The forward-looking statements are based upon the Partnership's current views and
assumptions regarding future events and operating performance and are inherently subject to
significant business, economic and competitive uncertainties and contingencies and changes in
circumstances, many of which are beyond the Partnership's control. The statements in this press
release are made as of the date of this press release, even if subsequently made available by the
Partnership on its website or otherwise. The Partnership does not undertake any obligation to
update or revise these statements to reflect events or circumstances occurring after the date of
this press release.
Although the Partnership does not make forward-looking statements unless it believes it has a
reasonable basis for doing so, the Partnership cannot guarantee their accuracy. Achieving the
results described in these statements involves a number of risks, uncertainties and other factors
that could cause actual results to differ materially, including the factors discussed in this
report and those described in the "Risk Factors" section of the Partnership's
Form 10-K
filed on
March 10, 2014 with the Securities and Exchange Commission as well as in the Partnership's other
filings with the Securities and Exchange Commission. No undue reliance should be placed on any
forward-looking statements.
###

text: Lehigh Gas Partners LP

text: Lehigh Gas Partners LP

text: LGP

text:
Atlas Oil
Company

text: LGP

text: LGP

text: Karen Yeakel


text:
EX-99.1
3
pressrelease30nov2021worlw.htm
EX-99.1
Document
PROS Acquires Digital Offer Marketing Pioneer EveryMundo
SaaS platform provider enables direct, personalized customer engagement to create superior brand experiences and foster brand loyalty; feeds digital omnichannel selling experiences delivered by the PROS Platform
HOUSTON, November 30, 2021 - PROS® (NYSE: PRO), a provider of SaaS solutions optimizing shopping and selling experiences, today announced the acquisition of EveryMundo, LLC ("EveryMundo"), a privately held company based in Miami, Florida. Under the terms of the transaction, PROS will pay $80 million in cash at closing, subject to certain customary adjustments, and deliver approximately $10 million in stock in the future, subject to certain conditions.
EveryMundo is a digital offer marketing pioneer that enables brands to broaden their digital reach and deepen customer engagement, pulling them in to direct selling motions to create superior brand experiences and foster loyalty over time.
"We are thrilled to welcome the EveryMundo team to the PROS family", said PROS President and Chief Executive Officer Andres Reiner. "Brands have no choice but to be present everywhere their customer and prospects find themselves but winning in today and tomorrow's market will require brands to earn more direct engagement and deliver the experiences their customers value most. With EveryMundo, our collective portfolio gives brands much greater control over direct and indirect channels they participate in to consistently deliver superior brand experiences that exceed customers' expectations every time, regardless of channel".
All brands, regardless of industry, are pushing digital agendas that prioritize customer engagement, affinity and loyalty. They want to differentiate their offers, cultivate direct customer relationships, and eliminate intermediaries - whether it is a marketplace, aggregator site, Global Distribution System, or other agent - along with the additional costs they represent.
Since its founding in 2006, EveryMundo has been relentlessly focused on helping brands like American Airlines, Tennis Australia, Greyhound and Japan Airlines Vacations maximize their reach and engagement to foster a direct relationship with customers in any channel in the most flexible and profitable way possible. For example, with airlines, this means being able to quickly and effortlessly publish offers on direct and indirect channels that can bring customers back to owned channels, avoiding the increasing fees charged per offer by Global Distribution Systems that limit reach and erode margin.
"Our company and technology were founded on this vision and dream to impact the market in truly innovative ways", said EveryMundo Co-Founder and Chief Executive Officer, Anton Diego. "As part of the PROS family, our teams look forward to continuing this mission".
"Today is a monumental day for our team and a next step in our quest to disrupt industry paradigms hindering market growth and opportunity for airlines and B2B organizations", said EveryMundo Co-Founder and President, Seth Cassel. "The cultural fit with PROS is what makes this combination so unique and compelling and why we will further transform the brand experiences all businesses deliver".
Baird and Cassel Salpeter & Co., LLC served as financial advisors to EveryMundo in the transaction.
About PROS
PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize shopping and selling experiences. Built on the PROS Platform, these intelligent solutions leverage business AI, intuitive user experiences and process automation to deliver frictionless, personalized purchasing experiences designed to meet the real-time demands of today's B2B and B2C omnichannel shoppers, regardless of industry. To learn more, visit www.pros.com.
Forward-looking Statements This press release contains forward-looking statements, including statements about future benefits of the acquisition, and statements about product and marketing capabilities following the acquisition. These forward-looking statements may be identified by words such as "anticipates", "expects", "projects", "intends", "should", "will", or similar expressions. The forward-looking statements contained in this press release are based upon current beliefs and expectations and are subject to significant risks and uncertainties. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including (1) problems integrating the acquired operations with PROS' existing business; (2) the need for financial resources above PROS' planned investment levels; (3) the ability of PROS to retain and hire key personnel, (4) competitive responses to the acquisition; (4) unexpected or increased costs, charges or expenses resulting from the acquisition; (5) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition; (6) risks associated with the transfer of licenses of intellectual property in connection with the acquisition; (7) PROS' ability to achieve the growth prospects and synergies expected from the acquisition; and (8) legislative, regulatory and economic developments, particularly in light of the impact of COVID-19 on the U.S. and global economy, including the restrictions on travel and transportation and other actions that may be taken by governmental authorities and disruptions to the business of our customers or our global supply chain. These forward-looking statements represent PROS expectations as of the date of this press release. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future whether as a result of new information, future events or otherwise. Additional information relating to uncertainty affecting the PROS business is contained in PROS filings with the Securities and Exchange Commission.
###
PROS Investor Relations Contact Belinda Overdeput 713-335-5895 ir@pros.com
PROS Media Contact Tricia Nugent-Dawal
914-774-2708
pros@highwirepr.com

text: PROS

text: PROS

text: PROS

text: EveryMundo, LLC

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: Baird and Cassel Salpeter & Co., LLC

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS

text: PROS


text:
EX-99.1
2
v189637_ex99-1.htm
Unassociated Document
For Immediate
Release
MEMC
COMPLETES ACQUISITION OF SOLAICX
St Peters, MO, July 2,
2010
- MEMC Electronic Materials, Inc. (NYSE: WFR), a global leader
in the manufacture and sale of wafers to the semiconductor and solar
industries, announced today that it has completed the acquisition of
privately held Solaicx.
At
closing, MEMC paid the initial merger consideration of $66 million in
cash, plus an additional amount in cash of approximately $10 million that
is equal to amounts that have recently been invested in Solaicx by its
existing security holders. The acquisition is expected to be accretive to
earnings per share in 2011.
"We
are delighted to complete this acquisition and to welcome the employees of
Solaicx", said Ken Hannah, President of MEMC Solar Materials. "The
acquisition brings to MEMC talented people and cost-effective, proprietary
process and equipment that expand our served market in the solar
industry."
Solaicx,
headquartered in Santa Clara, California, has approximately 80 employees
and a large-scale production facility in Portland, Oregon.
As
a result of the acquisition, MEMC now has proprietary continuous crystal
growth manufacturing technology that yields low-cost, high-efficiency
monocrystalline silicon wafers for the photovoltaic solar industry. MEMC
also has low-cost polysilicon and crystal operations in North America,
with support offices around the world that provide customers with
industry-leading customer service. The acquisition advances MEMC's ability
to drive solar industry toward grid parity.
Other
Events
In
connection with the acquisition of Solaicx, the Company granted special
inducement grants under its shareholder-approved 2001 Equity Incentive
Plan to retain certain Solaicx employees as employees of MEMC. The Company
granted restricted stock units valued at up to $2.358 million, subject to
performance and time-based vesting beginning on the first anniversary of
the closing, subject to these employees being employed by MEMC on the
relevant dates.
About
MEMC
MEMC
is a global leader in the manufacture and sale of wafers and related
intermediate products to the semiconductor and solar industries. MEMC is
also a developer of solar power projects and North America's largest solar
energy services provider. MEMC has been a pioneer in the design and
development of silicon wafer technologies for 50 years. With R&D
and manufacturing facilities in the U.S., Europe and Asia, MEMC enables
the next generation of high performance semiconductor devices and solar
cells. MEMC's common stock is listed on the New York Stock
Exchange under the symbol "WFR" and is included in the S&P 500 Index.
For more information about MEMC, visit
www.memc.com
.
About
Solaicx, Inc.
Solaicx
manufactures low-cost, high-quality silicon ingots using proprietary
equipment optimized for the solar industry. Solaicx is "making solar
electricity cost effective"® by reducing the manufacturing cost of
crystalline photovoltaics, which comprise more than 80 percent of all
solar cells on the market today. The Solaicx process provides significant
competitive advantages in terms of cost, quality and silicon utilization.
For more information about Solaicx, visit
www.solaicx.com
.
Forward
Looking Statements
Certain
matters discussed in this news release are forward-looking statements,
including the statement that the acquisition is expected to be accretive
to earnings per share in 2011. This statement involves certain risks
and uncertainties that could cause actual results to differ materially
from that in the forward-looking statement. Potential risks and
uncertainties include risks related to, among other things, the retention
of employees of Solaicx and the ability of MEMC to successfully integrate
Solaicx's market opportunities, the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, suppliers, other business partners or governmental
entities for both MEMC and Solaicx; other business effects, including the
effects of industry, economic or political conditions outside of Solaicx's
or MEMC's control; transaction costs; actual or contingent liabilities;
the inability to predict the future success or market acceptance of
Solaicx's technology while part of MEMC; the highly competitive and
rapidly evolving markets in which both Solaicx and MEMC compete; Solaicx's
limited operating history and the fluctuation of its past operating
results; assumptions made by MEMC management with respect to the future
results of its exisiting operations; and other risks described in MEMC's
filings with the Securities and Exchange Commission. These forward-looking
statements represent MEMC's judgment as of the date of this release. MEMC
disclaims, however, any intent or obligation to update these
forward-looking statements.
Contacts:
Bill
Michalek
Corporate
Communications
MEMC
Electronic Materials, Inc.
(636)
474-5443

text: MEMC

text: SOLAICX

text: MEMC Electronic Materials, Inc.

text: Solaicx

text: MEMC

text: Solaicx

text: Solaicx

text: Ken Hannah

text: MEMC

text: MEMC

text: Solaicx

text: MEMC

text: MEMC

text: MEMC

text: Solaicx

text: Solaicx

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text: Solaicx

text: Solaicx

text: Solaicx

text: Solaicx

text: Solaicx

text: Solaicx

text: MEMC

text: Solaicx

text: MEMC

text: Solaicx

text: Solaicx

text: MEMC

text: Solaicx

text: MEMC

text: Solaicx

text: MEMC

text: Solaicx

text: MEMC

text: MEMC

text: MEMC

text: MEMC

text:
MEMC
Electronic Materials, Inc.


text:
EX-99.1
5
a14-16544_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
Contact Information:
Investors/Media:
Kite Realty Group Trust
Kite Realty Group Trust
Dan Sink, Chief Financial Officer
Adam Basch, Investor Relations
(317) 577-5609
(317) 578-5161
dsink@kiterealty.com
abasch@kiterealty.com
KITE REALTY GROUP TRUST AND
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
COMPLETE MERGER VALUED AT $2.1 BILLION
INDIANAPOLIS, IN, July 1, 2014 -
Kite Realty Group Trust (NYSE: KRG) ("Kite Realty") announced today the completion of its merger with Inland Diversified Real Estate Trust, Inc. ("Inland Diversified") valued at approximately $2.1 billion. The transaction was approved by the shareholders of Kite Realty and the stockholders of Inland Diversified at their respective special meetings on June 24, 2014. The combined company will continue to trade under Kite Realty's existing ticker symbol, KRG, on the New York Stock Exchange.
As a result of the merger, each former share of Inland Diversified common stock has been converted into 1.707 newly issued Kite Realty common shares.
John A. Kite, Kite Realty's Chairman and Chief Executive Officer, said, "We are extremely excited to close the merger with Inland Diversified, which represents a transformative event in the history of our company. This transaction creates a $4 billion company and provides a number of significant financial and operational benefits. We expect to realize significant financial benefits from the merger, including a substantial increase in cash flow and liquidity, a lower cost of capital, and a strengthened balance sheet. Operational opportunities include improved synergies from an expanded platform and the leveraging of Inland Diversified's high-quality portfolio with strong demographic profiles in dynamic new markets. This will provide profitable redevelopment opportunities and the ability to enhance our relationships with national, regional, and local tenants. I want to thank the management and boards of Kite Realty and Inland Diversified for their tireless efforts during this process. Without the commitment and focus of both teams, we would not have been able to enjoy such a successful combination".
Leadership and Organization
Kite Realty's board of trustees (the "Board") now consists of nine members, six of whom are continuing trustees of Kite Realty and three of whom were designated by Inland Diversified. The six continuing Kite Realty trustees are John A. Kite, William E. Bindley, Victor J. Coleman, Christie B. Kelly, David R. O'Reilly and Barton R. Peterson. The three Inland Diversified designees to the Board are Lee A. Daniels, Gerald W. Grupe and Charles H. Wurtzebach, all of whom were independent directors of Inland Diversified. Dr. Richard A. Cosier and Gerald L. Moss, former trustees of Kite Realty, retired from the Board as of the closing of the merger transaction.
The executive officers of Kite Realty, John A. Kite, CEO and Chairman of the Board, Thomas K. McGowan, President and COO, and Daniel R. Sink, Executive Vice President and CFO, all continue to serve in their same respective roles following completion of the merger transaction.
Advisors
Bank of America Merrill Lynch and Barclays acted as financial advisors to Kite Realty, and Hogan Lovells US LLP acted as Kite Realty's legal counsel in connection with the merger transaction. Wells Fargo Securities acted as financial advisor to the special committee of the board of directors of Inland Diversified, and Alston & Bird LLP acted as the special committee's legal counsel in connection with the merger transaction.
About Kite Realty
Kite Realty Group Trust is a full-service, vertically integrated real estate investment trust engaged in the ownership, operation, management, leasing, acquisition, construction, redevelopment and development of neighborhood and community shopping centers in selected markets in the United States. At July 1, 2014 and after giving effect to the merger transaction with Inland Diversified, the company owned interests in a portfolio of 133 operating, development and redevelopment properties totaling approximately 21 million owned square feet across 26 states. For more information, please visit the company's website at www.kiterealty.com.
Forward Looking Statements
Certain statements in this press release that are not in the present or past tense or that discuss Kite Realty's expectations (including any use of the words "anticipate", "assume", "believe", "estimate", "expect", "forecast", "guidance", "intend", "may", "might", "outlook", "project", "should" or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon current beliefs as to the outcome and timing of future events. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Kite Realty operates and beliefs of and assumptions made by its management, involve uncertainties that could significantly affect the financial results of Kite Realty. There can be no assurance that actual future developments affecting Kite Realty will be those anticipated by Kite Realty. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of Kite Realty) and are subject to change based upon various factors including, but not limited to, the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets and interest rates; the demand for and market acceptance of Kite Realty's properties for rental purposes; the ability of Kite Realty to enter into new leases or renewal leases on favorable terms; the amount and growth of Kite Realty's expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions and competition in those areas where Kite Realty owns properties; risks associated with joint venture partners; risks associated with the ownership and development of real property; the outcome of claims and litigation involving or affecting Kite Realty; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate pending transactions; applicable regulatory changes; risks associated with acquisitions, including the integration of Kite Realty's and Inland Diversified's businesses; risks associated with achieving expected revenue synergies or cost savings; and other risks and uncertainties detailed from time to time in Kite Realty's SEC filings. Should one or more of these risks or uncertainties occur, or should
underlying assumptions prove incorrect, the business, financial condition, liquidity, cash flows and financial results of Kite Realty could differ materially from those expressed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Kite Realty does not undertake to update forward-looking statements except as may be required by law.
Source: Kite Realty Group Trust

text: Kite Realty Group Trust

text: Kite Realty Group Trust

text: Dan Sink

text: KITE REALTY GROUP TRUST

text: Kite Realty Group Trust

text: Inland Diversified

text: Inland Diversified

text: Inland Diversified

text: John A. Kite

text: Inland Diversified

text: Inland Diversified

text: Inland Diversified

text: Inland Diversified

text: John A. Kite

text: Inland Diversified

text: Inland Diversified

text: Richard A. Cosier

text: John A. Kite

text: Bank of America Merrill Lynch

text: Barclays

text: Hogan Lovells US LLP

text: Wells Fargo Securities

text: Inland Diversified

text: Alston & Bird LLP

text: Kite Realty Group Trust

text: Inland Diversified

text: Inland Diversified

text: Kite Realty Group Trust


text:
EX-99.1
2
a15-13535_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
4714 Gettysburg Road
Mechanicsburg, PA 17055
NYSE Symbol: SEM
Select Medical Holdings Corporation Announces Completion of
Acquisition of Concentra Inc. through Joint Venture with Welsh Carson
MECHANICSBURG, PENNSYLVANIA - June 1, 2015 - Select Medical Holdings Corporation (NYSE: SEM) today announced that MJ Acquisition Corporation, a joint venture that Select Medical Corporation ("Select") formed with Welsh, Carson, Anderson & Stowe XII, L.P., has completed its previously announced acquisition of Concentra Inc. Cressey & Company has also invested in the new joint venture.
About Select Medical Corporation
Select is a leading operator of specialty hospitals and outpatient rehabilitation clinics in the United States. As of March 31, 2015, Select operated 112 long term acute care hospitals and 17 acute medical rehabilitation hospitals in 28 states and 1,028 outpatient rehabilitation clinics in 31 states and the District of Columbia. Select also provides medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools and work sites. Information about Select is available at www.selectmedical.com.
About Welsh, Carson, Anderson & Stowe
Welsh, Carson, Anderson & Stowe focuses its investment activity in two target industries, healthcare and information/business services. Since its founding in 1979, the Firm has organized 16 limited partnerships with total capital of over $21 billion. WCAS has a current portfolio of approximately twenty-five companies. WCAS's strategy is to partner with outstanding management teams and build value for the Firm's investors through a combination of operational improvements, internal growth initiatives and strategic acquisitions. The Firm is currently investing Welsh, Carson, Anderson & Stowe XII, L.P. See www.welshcarson.com to learn more.
About Cressey & Company
Based in Chicago, IL and Nashville, TN, Cressey & Company ("Cressey & Company") is a private investment firm focused on building leading healthcare provider, service and information technology businesses. With a history spanning nearly 35 years, the Cressey & Company team is one of the most experienced and successful in the healthcare private equity field. More information about Cressey & Company is available at http://www.cresseyco.com.
Forward Looking Statements
Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are based on current information and belief, and are not guarantees of future performance. Among the risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements include factors discussed from time to time in our filings with the Securities and Exchange Commission, including factors discussed under the heading "Risk Factors" of the annual report on Form 10-K and subsequent Forms 10-Q. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.
Investor inquiries:
Joel T. Veit
Senior Vice President and Treasurer
717-972-1100
ir@selectmedicalcorp.com
SOURCE: Select Medical Holdings Corporation

text: Select Medical Holdings Corporation

text: Concentra Inc.

text: Welsh Carson

text: Select Medical Holdings Corporation

text: MJ Acquisition Corporation

text: Select Medical Corporation

text: Concentra Inc.

text: Cressey & Company

text: Select Medical Corporation

text: Cressey & Company

text: Cressey & Company

text: Cressey & Company

text: Cressey & Company

text: Cressey & Company

text: Select Medical Holdings Corporation


text:
EX-99.1
4
ex991.htm
EXHIBIT 99.1
ex991.htm
Exhibit 99.1
MasterBeat Corporation Completes Acquisition of AudioStreet, Inc.
Together the sites aim to become the premier digital music destination for consumers seeking access to dance and DJ remixes and independent music artists
NEW YORK - (February 25, 2011) Masterbeat Corporation (OTCBB: MSTO) which owns and operates
www.masterbeat.com,
announced today that it has consummated its acquisition of AudioStreet, Inc., a privately-held operator of website communities focused on music-based content, including
www.AudioStreet.net
,
www.MixStreet.net
and
www.LiveMansion.com
.
Brett Henrichsen, Masterbeat's CEO and Founder, announced, "Masterbeat was founded in an effort to create the best possible user experience for audiophiles and to offer only the highest quality "audio files" in the process. This deal will strengthen Masterbeat's efforts to become the premier digital music community on the web." Masterbeat.com is a digital music download store offering consumers over 5 million tracks, ranging from past and present hits to rare and exclusive dance and DJ remixes from both major and independent labels. Henrichsen will step down as CEO to assume the position of Chief Creative Officer. "Relieving me of the responsibility of operating our back office on a daily basis will allow me to focus my energy on driving massive traffic to the sites and increasing revenue", Henrichsen said. Music Industry Heavyweight Dick Wingate will remain the Chairman of the combined companies.
AudioStreet.net and MixStreet.com were launched in 2004 and 2005, respectively, as online destinations for musicians, DJs and music mixologists. The sites provide a platform for artist discovery and for the promotion and distribution of new music from independent producers. Combined, these two sites currently have over 40,000 brands and 20,000 actively participating DJs. Chris Messalas, Chairman of AudioStreet, Inc. stated, "We are excited about the synergy that exists between AudioStreet's brands and Masterbeat. We look forward to the imminent growth of all of the brands under the stewardship of the Masterbeat team." Mr. Messalas has been appointed CEO of Masterbeat Corporation and will lead the joint entity.
Chris Messalas, 44, has been the Chairman and CEO of AudioStreet, Inc. since 2008, In addition, Mr. Messalas has over 19 years' experience in the securities industry and his specialty is in the micro and small cap markets. As the Managing Partner of LeadDog Capital LP, Mr. Messalas has formed strategic relationships with some of the world's largest institutional investors and lenders allowing them to structure creative corporate financing solutions for high growth companies.
Jan Chason, 65, has been appointed COO and CFO of Masterbeat Corporation. Jan has extensive experience in financial management in the entertainment industry and has served as the CFO and in other senior financial positions for several public companies. He was part of the team that built SFX Radio and SFX Entertainment into Live Nation Entertainment. He is also the CFO of several small cap companies and prior to serving in these positions Mr. Chason was a Partner in Ernst & Young LLP.
1
Forward Looking Statement Disclosure
This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the efficacy of potential products, the timelines for bringing such products to market and the availability of funding sources for continued development of such products. Forward-looking statements are based on management's estimates, assumptions and projections, and are subject to uncertainties, many of which are beyond the control of AudioStreet, Inc. and Masterbeat Corporation. Actual results may differ materially and adversely from those anticipated in any forward-looking statement.
More detailed information about Masterbeat Corporation and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release is set forth in Masterbeat's filings with the Securities and Exchange Commission. Masterbeat Corporation urges investors and security holders to read those documents free of charge at the Commission's Web site at
http://www.sec.gov
. Interested parties may also obtain those documents free of charge from Masterbeat Corporation. Forward-looking statements speak only as to the date they are made, and except for any obligation under the U.S. federal securities laws, Masterbeat Corporation undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise.
Company Contact:
MasterBeat Corporation
Chris Messales CEO
212-737-8301
2

text: MasterBeat Corporation

text: AudioStreet, Inc.

text: Masterbeat Corporation

text: AudioStreet, Inc.

text: Chris Messalas

text: AudioStreet, Inc.

text: Masterbeat Corporation

text: Chris Messalas

text: AudioStreet, Inc.

text: Masterbeat Corporation

text: AudioStreet, Inc.

text: Masterbeat Corporation

text: Masterbeat Corporation

text: Masterbeat Corporation

text: Masterbeat Corporation

text: Masterbeat Corporation

text: MasterBeat Corporation

text: Chris Messales


text:
EX-99.1
9
a08-8126_1ex99d1.htm
EX-99.1
Exhibit 99.1
STRATUM
HOLDINGS, INC.
Three
Riverway, Suite 1500
Houston,
Texas 77056
(713)
479-7000
Fax (713)
975-6271
Contact:
D. Hughes Watler, Jr. OTC:
STTH.OB
Chief Financial Officer
(713) 479-7000
www.stratum-holdings.com
STRATUM
HOLDINGS ANNOUNCES SALE OF
PETROLEUM
ENGINEERS, INC.
Houston,
Texas - March 12, 2008. Stratum
Holdings, Inc. today announced that it has completed the sale of its
domestic Energy Services subsidiary, Petroleum Engineers, Inc. ("PEI") to
an affiliate of Houston-based Hamilton Engineering, Inc. ("Hamilton") for
a total sales price of $15.0 million.
Pursuant to the terms of the Securities Purchase Agreement for the sale
of PEI, Stratum granted Hamilton a three month option, at Hamilton's sole
discretion, to acquire the outstanding capital stock of its Canadian Energy
Services subsidiary, Decca Consulting, Ltd., for $4.25 million. The sale of PEI
and Decca was approved by Stratum's stockholders at a Special Meeting held on February 21,
2008. Stratum applied the proceeds from
the sale of PEI to repay debt and other accrued obligations, including the
outstanding indebtedness of PEI under a revolving bank credit agreement in the
amount of $3.2 million and secured and unsecured debt and other liabilities in
the aggregate amount of $4.5 million.
Stratum expects to report a pre-tax gain from the sale of PEI in the
first quarter of 2008.
As
a result of this sale, Stratum exited from the domestic portion of its Energy
Services segment and granted an option to Hamilton to purchase the Canadian
portion of its Energy Services segment.
Stratum's remaining Exploration & Production segment owns
working interests through its wholly-owned subsidiaries, CYMRI, L.L.C. and
Triumph Energy, Inc., in approximately 62 operated and non-operated oil
and gas wells in South Texas and South Louisiana, with net production of
approximately 1,000 Mcf equivalent per day.
Prior
to October 26, 2007, Stratum also conducted operations in a third segment,
Construction Staffing, via a wholly-owned subsidiary, Tradestar Construction
Services, Inc. ("Tradestar Construction").
In that business, the Company provided pre-screened, skilled
construction employees to major, non-union contractors in the Southwestern
U.S. On that date, the Company sold substantially
all of the assets of Tradestar Construction to a private construction staffing
company for a sales price of $3.2 million, plus a working capital adjustment,
and exited from the Construction Staffing segment.
*****
Statements
contained in this press release with respect to the future are forward-looking
statements. These statements reflect
management's reasonable judgment with respect to future events. Forward-looking statements involve risks and
uncertainties. Actual results could
differ materially from those anticipated as a result of various factors,
including cyclical or other downturns in demand, significant pricing
competition, unanticipated additions to industry capacity, and the timing and
number of additional acquisitions made by Stratum. Forward-looking statements
are based on currently available information, and Stratum assumes no obligation
to update any such statements. A list of
additional risk factors can be found in Stratum's annual report on Form 10-KSB
for the year ended December 31, 2006 filed with the US Securities and
Exchange Commission.

text:
STRATUM
HOLDINGS, INC.

text:
PETROLEUM
ENGINEERS, INC.

text:
Stratum
Holdings, Inc.

text: Petroleum Engineers, Inc.

text: PEI

text: Hamilton Engineering, Inc.

text: PEI

text: Decca

text: PEI

text: Decca

text: PEI

text: PEI

text: PEI


text:
EX-99.1
3
v069240_ex99-1.htm
EXHIBIT
99.1 PRESS RELEASE
Press
Release
B-2
Digital Inc. Hotel Movie Network, Inc. in a further effort to advance IPTV
enters into an Agreement with Creative Domain Investments LTD, a Albert, Canada
LTD to purchase Intellectual Properties
March
13, 2007
B-2
Digital enters into a purchase agreement to buy Intellectual Properties from
Creative Domain Investments LTD of Canada.
Phoenix
-(BUSINESS WIRE)-March 13, 2007-B-2 Digital Inc. (Over the Counter:
BTOD.OB
- NEWS),
Through it subsidiary company Hotel Movie Network a provider of in-room,
on-demand video entertainment, and satellite services to the domestic lodging
industry. It provides pay-per-view services. The company also provides for
in-room viewing of select cable channels and other interactive and information
services, including high-speed Internet access. In addition, along with delivery
of Hollywood movies, sports, and live events, as well as various types of
pay-per-view content. The company primarily has provided its services under
long-term contracts to hotels, hotel management companies and individually
owned
and franchised hotel properties.
Under
this purchase agreement Hotel Movie Network Inc. will be able to provide
additional digital technology and Internet capabilities into the hospitality
and
MDU markets by use of the coaxial cable for delivery. Much of the properties
are
in the form of new products for this type of delivery. In this manner the over
all cost can be cut in half for each installation involved. Just another area
under the Board of Directors direction the company has chosen to move further
into the Digital Communications markets. This continues furthering the move
as
Hotel Movie Network joins forces with another leading company in the technology
world.
Robert
Russell, Chairman of B-2 Digital Inc, said, "By purchasing this additional
technology B2 Digital will be able to clearly stay in the for ground of cutting
edge technology. This combined with joining forces with other technology
companies we feel it will give B-2 Digital a greater opportunity to bring our
technology into the market place." In addition we can gain a greater revenue
share and be able to advance much faster by joining forces with another
technology company. The additional of subscribers will bring us the beginning
of
a reoccurring revenue model and asset base that we need as a public company.
Contact:
At
the Company
B-2
Digital Inc.

text:
B-2
Digital Inc.

text: Creative Domain Investments LTD

text: Digital

text: Creative Domain Investments LTD

text: B-2 Digital Inc.

text: Digital

text:
Robert
Russell

text: Digital

text:
B-2
Digital Inc.