text:
EX-99.1
4
pcp12920168-kex991.htm
JOINT PRESS RELEASE
Exhibit
Exhibit 99.1
4650 SW Macadam Avenue, Suite 400. Portland, OR 97239. Telephone (503) 946-4800
CONTACT: Jay Khetani, Vice President, Investor Relations (503) 946-4700
Website: http://www.precast.com
BERKSHIRE HATHAWAY COMPLETES ACQUISITION OF PRECISION CASTPARTS
OMAHA, Neb. & PORTLAND, Ore. - Jan. 29, 2016 - Berkshire Hathaway Inc. ("Berkshire") (NYSE: BRK.A; BRK.B) and Precision Castparts Corp. ("PCC") (NYSE: PCP) today announced the completion of the acquisition of PCC for $235 per share in an all-cash transaction. The transaction having been approved by PCC shareholders and having met all U.S. and non-U.S. regulatory filing requirements, is valued at approximately $37.2 billion, including outstanding PCC net debt. The transaction was announced on August 10, 2015.
With the closing of this transaction, PCC is now a wholly-owned subsidiary of Berkshire. PCC's headquarters remain located in Portland, Oregon and the company continues to be led by Mark Donegan.
About Berkshire Hathaway (www.berkshirehathaway.com):
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services. Berkshire Hathaway's common stock is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
About Precision Castparts Corp. (www.precast.com):
Precision Castparts Corp. is a worldwide, diversified manufacturer of complex metal components and products. It serves the aerospace, power, and general industrial markets. PCC is a market leader in manufacturing complex structural investment castings and forged components for aerospace markets, machined airframe components, and highly engineered, critical fasteners for aerospace applications, and in manufacturing airfoil castings for the aerospace and industrial gas turbine markets. PCC also is a leading producer of titanium and nickel superalloy melted and mill products for the aerospace, chemical processing, oil and gas, and pollution control industries, and manufactures extruded seamless pipe, fittings, and forgings for power generation and oil and gas applications.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release about the future expectations, beliefs, goals, plans or prospects of the board or management of Precision Castparts Corp. constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "expects", "intends", "anticipates", "estimates", "predicts", "believes", "should", "potential", "may", "forecast", "objective", "plan", or "targets", and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the potential impact of the consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; and the other factors and financial, operational and legal risks or uncertainties described in Precision Castparts Corp.'s Annual Report on Form 10-K for the year ended March 29, 2015. Berkshire Hathaway and Precision Castparts Corp. disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.
In addition, please refer to the documents that Precision Castparts Corp. files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Precision Castparts Corp.'s operational and other results to differ materially from those contained in the forward-looking statements set forth in this document.
Contact Information
Berkshire Hathaway Inc.
Marc D. Hamburg
Chief Financial Officer and Senior Vice President
(402) 346-1400
Precision Castparts Corp. - Investors
Jay Khetani
Vice President, Investor Relations
(503) 946-4700

text: BERKSHIRE HATHAWAY

text: Berkshire Hathaway Inc.

text: Precision Castparts Corp.

text: PCC

text: PCC

text: PCC

text: PCC

text: PCC

text: PCC

text: Berkshire Hathaway

text: Berkshire Hathaway

text: Berkshire Hathaway

text: Precision Castparts Corp.

text: Precision Castparts Corp.

text: PCC

text: PCC

text: Precision Castparts Corp.

text: Precision Castparts Corp.

text: Berkshire Hathaway

text: Precision Castparts Corp.

text: Precision Castparts Corp.

text: Precision Castparts Corp.

text: Berkshire Hathaway Inc.

text: Marc D. Hamburg

text: Precision Castparts Corp.

text:
Investors
Jay Khetani


dataset: buster

text:
EX-99.1
3
a06-23081_1ex99d1.htm
EX-99
Exhibit
99.1
VeriFone, Inc.
2099 Gateway Place, Suite 600
San Jose, CA, 95110
www.verifone.com
Investor
Contact:
William
Nettles - Director Corporate Development & IR
Tel:
408-232-7843
Email:
ir@verifone.com
Editorial
Contact:
Pete Bartolik
VeriFone, Inc.
Tel: 508-283-4112
Email: pete_bartolik@verifone.com
VeriFone
Completes Acquisition of Lipman
- Complementary
Geographies Create Technology Leader across most Markets
- Increases
Operating Model Targets
- New
Management Team Announced
SAN JOSE, CA - November
1, 2006 - VeriFone Holdings, Inc. (NYSE: PAY; TASE: PAY) today announced the
completion of its acquisition of Lipman Electronic Engineering, Ltd. and an
enhanced management team to lead the enlarged company. Additionally, VeriFone today is
reaffirming operating model targets resulting from the benefits of its
increased scale and geographic reach.
"Our acquisition
of Lipman combines the two strong financial performers in the industry and,
due to the very complementary geographic concentrations of the companies, we
have created the undisputed payment technology leader in the world", said
VeriFone Chairman and CEO Douglas G. Bergeron.
"VeriFone's new
or expanded leadership position in North America and in Asia, Latin America,
and many markets in Europe allows us to participate fully in the highest
revenue growth areas of the world", Bergeron said. "Our new research and
development scale gives us the unique capabilities to meet the increasingly
complex security standards for payment transactions and to be first-to-market
with the increasingly complex systems and solutions our customers demand.
1
"VeriFone is
committed to continuing and expanding the NURIT product family, offering our
customers around the world the flexibility to maintain and enhance their
installed base of systems with a lower total cost of ownership", Bergeron
said.
UPDATED FINANCIAL OPERATING
MODEL TARGETS
The Company is
reaffirming the improved long-term operating model that was announced on
April 10, 2006. Specifically:
· Revenue
growth is expected to be between 10% and 15%.
· Gross
profit margin target, as adjusted for amortization of intangibles and
stock-based compensation, is expected to be in the range of 42% to 47%.
· EBITDA
margin target, as adjusted for amortization of intangibles, amortization of
debt issuance costs and stock-based compensation, is expected to be in the
range of 18% to 24%.
· Net
profit margin target, as adjusted for amortization of intangibles, debt
issuance costs and stock-based compensation, is expected to be in the range
of 12% to 17%.
In addition, the
Company is also reaffirming the guidance of $1.40 to $1.42 per share in
earnings on a net income as adjusted basis for the 2007 fiscal year starting
on November 1, 2006, which was provided on the third quarter earnings
conference call.
FULLY INTEGRATED MANAGEMENT
TEAM
VeriFone is announcing
the following executive appointments:
· William
Atkinson has been named executive vice president, Payment Systems,
responsible for all international business activity, the North American
financial group, and the company's vertical market systems groups.
2
· Isaac Angel has been named executive
vice president of operations.
· David Turnbull has been named global
head of research and development.
· Jesse Adams has been named vice chairman
of VeriFone.
· Additionally,
Bud Waller continues as executive vice president, Integrated Systems, responsible
for the company's Petroleum Systems group, Multi-Lane systems group, and
software systems group. Barry
Zwarenstein continues to serve as chief financial officer and executive vice
president.
About VeriFone Holdings, Inc.
(www.verifone.com)
VeriFone Holdings, Inc. ("VeriFone") (NYSE: PAY; TASE: PAY) is the
global leader in
secure electronic payment solutions. VeriFone
provides expertise, solutions and services that add value to the point of
sale with merchant-operated, consumer-facing and self-service payment systems
for the financial, retail, hospitality, petroleum, government and healthcare
vertical markets. VeriFone solutions are designed to meet the needs of
merchants, processors and acquirers in developed and emerging economies
worldwide.
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Except for the
historical and factual information contained herein, the matters set forth in
this news release, including the amount and type of merger consideration to
be received and other statements identified by words such as "estimates,"
"expects", "projects", "plans", and similar expressions are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to
differ materially, including the satisfaction of closing conditions contained
in the merger agreement and other risk factors relating to our industry as
detailed from time to time in each of VeriFone's reports filed with the SEC,
including its most recent Annual Report on Form 10-K. You should not place
undue reliance on these forward-looking statements, which speak only as of
the date of this press release. Unless legally required, VeriFone undertakes
no obligation to update publicly any forward-looking statements herein,
whether as a result of new information, future events or otherwise.
3

label: organization

text: VeriFone

text: VeriFone

text: VeriFone

text: Lipman

text: VeriFone Holdings, Inc.

text: Lipman Electronic Engineering, Ltd.

text: VeriFone

text: Lipman

text: VeriFone

text: VeriFone

text: VeriFone

text: VeriFone

text: VeriFone

text: VeriFone Holdings, Inc.

text: VeriFone Holdings, Inc.

text: VeriFone

text: VeriFone

text: VeriFone

text: VeriFone

text: VeriFone

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
pressrelease.htm
pressrelease.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
MORGANS HOTEL GROUP AND DLJ MERCHANT BANKING PARTNERS COMPLETE
ACQUISITION OF HARD ROCK HOTEL & CASINO
New York, NY - February 5, 2007
- Morgans Hotel Group Co. (Nasdaq: MHGC) ("MHG") today announced that the Company and its equity partner, DLJ Merchant Banking Partners ("DLJMB"), have completed the acquisition of the Hard Rock Hotel & Casino in Las Vegas and related assets.
"Today is an exciting day for Morgans Hotel Group. We now have a strong foothold in Las Vegas, one of the largest and fastest growing hotel markets in the U.S., which is consistent with our strategy of expanding our presence in key markets. We believe that the addition of the Hard Rock to our unique portfolio of properties will create value for all our shareholders and be a strong contributor to MHG's long-term growth and profitability", said Ed Scheetz, President and Chief Executive Officer of MHG. "When we first announced the acquisition, we stated our intention to line up an equity partner to assist with financing; to identify a casino operator to run the casino; and to close the transaction in early 2007. We have achieved these goals and we look forward to taking the iconic Hard Rock property to a new level of sophistication".
"We are pleased that all the pieces of the Hard Rock transaction are now in place", said Steven Rattner, Managing Director and Head of DLJ Merchant Banking Partners. "MHG is a world-class operating partner and we are excited about working with them to transform the Hard Rock into the premier boutique property in Las Vegas. The Hard Rock has enormous potential and we look forward to moving ahead with the many opportunities related to the Hard Rock assets".
The purchase price for the Hard Rock and related assets was approximately $770 million. MHG is funding one-third of the equity, which is approximately $57.5 million, and DLJMB is funding two-thirds of the equity, which is approximately $115 million. Under the terms of the joint venture agreements, DLJMB agreed to fund 100% of the capital required to expand the Hard Rock property, up to a total of an additional $150 million. MHG will have the option to fund the expansion project proportionate to its equity interest in the joint venture. The remainder of the purchase price was financed with mortgage financing under a credit agreement entered into by the joint venture. The credit agreement provides for a secured term loan facility, with a term of two years or more, consisting of a $760 million loan for the acquisition including renovation and financing costs and reserves, and a loan of up to $600 million for future expansion of the Hard Rock. In connection with this financing, MHG and DLJMB entered into joint and several guaranties of completion of the expansion project, certain mandatory prepayments under the loan, and of specified matters that are exempt from the non-recourse terms of the loan. DLJMB has guaranteed reimbursement to MHG of two-thirds of any guaranty payment MHG is obligated to make, other than the completion guaranty for which MHG has the first $50 million of liability.
MHG and DLJMB entered into a property management agreement under which MHG will operate the hotel, retail, food and beverage, entertainment and all other businesses related to the Hard Rock Hotel & Casino, excluding the casino. Under the terms of the agreement, MHG will receive a management fee equal to 4% and a chain service expense reimbursement of all non-gaming revenue including casino rents and all other rental income. MHG can also earn an incentive management fee of 10% of EBITDA above certain levels. The term of the contract is 20 years with two ten-year renewals and is subject to certain performance tests beginning in 2009.
A subsidiary of MHG, upon completion of its tender offer for all of the $140 million aggregate principal amount of 8 7/8% Second Lien Notes due 2013 of Hard Rock then outstanding, purchased approximately $139 million aggregate principal amount of such notes, which were canceled in connection with the acquisition. Hard Rock effected a covenant defeasance with respect to the balance of the notes.
As previously announced, MHG also entered into a definitive lease agreement with Golden Gaming to operate the casino at the Hard Rock. Under the lease, the base rent is $20.7 million per year payable monthly, plus reimbursements for certain expenses. Golden Gaming is entitled to a management fee of $3.3 million, also payable monthly. The gaming assets were sold to Golden Gaming for a note with a principal amount equal to the net book value of the gaming assets. Casino EBITDA in excess of the rent and management fee amounts will be distributed 75% to Hard Rock for payment of principal and interest on the gaming asset note and any other loans to the lessee and 25% to Golden Gaming. On January 25, 2007, Nevada gaming regulators unanimously approved Golden Gaming's application for its license to operate the casino at the Hard Rock.
"We are excited to serve as the casino operator for the Hard Rock, which is one of the premier gaming and entertainment resorts in Las Vegas", said Blake Sartini, President and Chief Executive Officer of Golden Gaming. "We look forward to working with MHG to transform the Hard Rock into an even more successful operation in the fast-growing Las Vegas market".
In connection with the transaction, Wachtell, Lipton, Rosen & Katz is acting as legal advisor to MHG, and Brownstein Hyatt Farber Schreck is acting as Las Vegas regulatory counsel.
About Morgans Hotel Group
Morgans Hotel Group Co. (Nasdaq: MHGC) which is widely credited with establishing and developing the rapidly expanding boutique hotel sector, owns and operates Morgans, Royalton and Hudson in New York, Delano and The Shore Club in Miami, Mondrian in Los Angeles and Scottsdale, Clift in San Francisco, and Sanderson and St Martins Lane in London. MHG has other property transactions in various stages of completion including projects in Miami Beach, Florida, and Las Vegas, Nevada, and continues to vigorously pursue its strategy of developing unique properties at various price points in international gateway cities in the United States, Europe, South America, Asia and around the world. For more information please visit www.morganshotelgroup.com.
About DLJ Merchant Banking Partners
DLJ Merchant Banking Partners (DLJMB) is a leading private equity investor that has a 21-year record of investing in leveraged buyouts and related transactions across a broad range of industries. DLJMB, with offices in New York, London and Los Angeles, is part of Credit Suisse's Alternative Investments business ("AI"), one of the largest alternative asset managers in the world, with $108 billion of assets under management. AI, which is part of Credit Suisse's Asset Management business, is comprised of a diverse family of funds, including private equity, leveraged buyouts, mezzanine, real estate, secondary funds and fund of funds, as well as the businesses covering hedge funds (both direct and fund of funds), leveraged loan and collateralized debt obligation investment programs, core real estate funds, and quantitative investment and volatility management products.
Forward-Looking and Cautionary Statements
Statements contained in this press release which are not historical facts are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as "expects", "plans", "estimates", "projects", "intends", "believes", "guidance", and similar expressions that do not relate to historical matters. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, downturns in economic and market conditions, particularly levels of spending in the business, travel and leisure industries; hostilities, including future terrorist attacks, or fear of hostilities that affect travel; risks related to natural disasters, such as earthquakes and hurricanes; the integration of the Hard Rock Hotel & Casino and other acquired properties with our existing business; the seasonal nature of the
hospitality business; changes in the tastes of our customers; increases in real property tax rates; increases in interest rates and operating costs; general volatility of the capital markets and our ability to access the capital markets; and changes in the competitive environment in our industry and the markets where we invest, and other risk factors discussed in Morgans Hotel Group Co.'s Annual Report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission from time to time. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof, and the Company assumes no obligations to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.
Contacts
Judy Wilkinson / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

text: MORGANS HOTEL GROUP

label: fund

text: DLJ MERCHANT BANKING PARTNERS

override: fund

text: HARD ROCK HOTEL & CASINO

text: Morgans Hotel Group Co.

text: DLJ Merchant Banking Partners

text: Hard Rock Hotel & Casino

text: Morgans Hotel Group

label: person

text: Ed Scheetz

text: Steven Rattner

text: DLJ Merchant Banking Partners

text: Hard Rock Hotel & Casino

text: Blake Sartini

text: Wachtell, Lipton, Rosen & Katz is

text: Brownstein Hyatt Farber Schreck is

text: Morgans Hotel Group

text: Morgans Hotel Group Co.

text: DLJ Merchant Banking Partners

text: DLJ Merchant Banking Partners

text: Hard Rock Hotel & Casino

text: Morgans Hotel Group Co.


text:
EX-99.1
3
ex99-1.htm
News
Release
Investor
Contacts:
Tirth
Patel
Edison
Advisors
T:
646-653-7035
tpatel@edisongroup.com
MagneGas
Completes Acquisition of Texas Welding Supply Company
Acquisition
Adds $1 Million in Annualized Sales and Expands Commercial Footprint in Texas
TAMPA,
FL - October 22, 2018 -
MagneGas Applied Technology Solutions, Inc. ("MagneGas" or the "Company")
(NASDAQ: MNGA)
, a leading clean technology company in the renewable resources and environmental solutions industries, announced
today the completion of an acquisition of an independent industrial gas and welding supply distributor based in Paris, Texas.
This transaction, priced at $1.25 million, paid in cash at closing, builds on MagneGas' acquisition strategy and further
expands the Company's geographic footprint in northeast Texas along a significant industrial corridor. Earlier in the year,
MagneGas acquired Green Arc Supply, launching its first commercial presence in Texas and this new acquisition further cements
MagneGas' reach in the state.
"We
are pleased to expand our operational capabilities in one of the best markets in the US", commented Ermanno Santilli, Chief
Executive Officer of MagneGas. "Texas is an extremely robust market for industrial gases, particularly metal cutting fuels.
Acquiring many new customers in a large batch that we can systematically convert to MagneGas2® is a powerful competitive advantage.
As the world's only renewable metal cutting fuel, we can effectively build a permanent competitive barrier around our acquired
customer base simply through superior product quality. Leveraging our expanded sales team to organically grow thereafter is a
very compelling growth strategy for 2019 and beyond".
"We
look forward to achieving real scale in Texas", added Scott Mahoney, Chief Financial Officer of MagneGas. "We have
already grown our monthly revenue base by more than 300% in 2018, and this acquisition enables our Texas team to begin to achieve
profitable economies of scale. This acquisition significantly deepens our reach in Texas following the acquisition of Green Arc
Supply we made earlier this year that established a commercial distribution in the state. We completed this transaction at a very
attractive valuation and our newly-acquired assets are a strong contributor to our Texas growth strategy going forward".
About
MagneGas Applied Technology Solutions, Inc.
MagneGas
Applied Technology Solutions, Inc. (MNGA) owns a patented process that converts various renewables and liquid wastes into MagneGas®
fuels. These fuels can be used as an alternative to natural gas or for metal cutting. The Company's testing has shown that
its metal cutting fuel, MagneGas2®, is faster, cleaner and more productive than other alternatives on the market. It is also
cost effective and safe to use with little changeover costs. The Company currently sells MagneGas2® into the metal working
market as a replacement to acetylene.
The
Company also sells equipment for the sterilization of bio-contaminated liquid waste for various industrial and agricultural markets.
In addition, the Company is developing a variety of ancillary uses for MagneGas® fuels utilizing its high flame temperature
for co-combustion of hydrocarbon fuels and other advanced applications. For more information on MagneGas, please visit the Company's
website at
http://www.MagneGas.com
.
The
Company distributes MagneGas2® through independent distributors in the U.S and through its wholly-owned distributors, ESSI,
Green Arc Supply, Paris Oxygen, Trico Welding Supply and Complete Welding of San Diego. ESSI has 4 locations in Florida, Green
Arc and Paris Oxygen have 3 locations in Texas and one location in Louisiana, Trico has two locations in northern California,
and Complete Welding has one location in southern California. For more information on ESSI, please visit the company's website
at
http://www.weldingsupplytampa.com
.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability
to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should
not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors
which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,
performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject
to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and
liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update
the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future.
For
a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public
filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

text: MagneGas

text: MagneGas

text: MagneGas

text: MagneGas

text: Green Arc Supply

text: MagneGas

text: Ermanno Santilli

text: MagneGas

text: Scott Mahoney

text: MagneGas

text: Green Arc

text: MagneGas

text: MagneGas

text: MagneGas

text: Green Arc Supply

text:
Green
Arc


text:
EX-99.1
3
tm1922843d4_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Hillenbrand Completes Acquisition of
Milacron
Increased Scale and Meaningful Product
Diversification
Compelling Long-term Growth Opportunities
with Enhanced Ability to Serve Customers across the Plastics Value Chain
Annualized Cost Synergies of Approximately
$50 Million Expected within Three Years
BATESVILLE, Ind., Nov. 21, 2019 -
Hillenbrand,
Inc. (NYSE: HI) today announced it has completed the acquisition of Milacron Holdings Corp. in a cash and stock transaction valued
at approximately $1.9 billion, including the repayment of Milacron's outstanding debt.
"The completion of the Milacron acquisition represents
a pivotal step in our journey to become a world-class global diversified industrial company, and we look forward to realizing the
benefits of this transformative transaction as we continue to execute our strategy to drive profitable growth", said Joe
Raver, President and Chief Executive Officer of Hillenbrand. "This is an important milestone in both companies' long
histories and I'm excited to welcome Milacron employees to Hillenbrand".
Under the terms of the merger agreement
entered into on July 12, 2019, Milacron stockholders receive $11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand
common stock for each share of Milacron common stock they own, representing approximately 16% of Hillenbrand's outstanding
shares on a post-close basis.
The completion of the transaction follows the satisfaction of all closing conditions under
the merger agreement, including approval of the acquisition by Milacron stockholders.
Milacron is a global leader in highly engineered and customized
systems in plastic technology and processing with more than $1 billion in annual revenue. It has strong industry positions and
brands, as a leader in hot runner systems and injection molding equipment. Together, the combined company will have increased scale
and meaningful product diversification, enhancing its ability to serve customers with expanded capabilities across the plastics
value chain, including base resins production, compounding, plastics processing, and recycling.
With the completion of this transaction,
Milacron stock has ceased trading and is no longer listed on the New York Stock Exchange.
Hillenbrand announced that it is reviewing strategic alternatives
for Milacron's Cimcool business. Financial advisor Houlihan Lokey has been engaged to assist in the review. The company cannot
predict the timing or the outcome of this work and does not intend to comment further until the Board of Directors approves a specific
transaction or the company believes that disclosure is otherwise appropriate.
"Given our vision to create a portfolio of scalable businesses
and the need to target our internal investments, we believe it is in the best interest of Hillenbrand and Cimcool to seek strategic
alternatives for Cimcool", added Raver. "It's a compelling business with strong cash flow characteristics that
we believe will be better able to achieve its goals in an alternative setting".
Leadership Announcements
In addition to Hillenbrand's
current executive team, who will continue to report to Joe Raver, President and Chief Executive Officer of Hillenbrand, the Company
has appointed Mac Jones as President, Milacron Injection Molding & Extrusion, and
Ling An-Heid
as
President, Mold-Masters to join the Hillenbrand Executive Management Team.
"It's an honor to lead this executive team and I
look forward to working closely with this group as we combine the strengths of both Hillenbrand and Milacron. The infusion of key
talent will enhance our culture and competitive position and is at the heart of achieving our strategic direction", said
Joe Raver.
-30-
About Hillenbrand
Hillenbrand (www.Hillenbrand.com) is a global diversified industrial
company with businesses that serve a wide variety of industries around the world. We pursue profitable growth and robust cash generation
to drive increased value for our shareholders. Hillenbrand's portfolio includes industrial businesses such as Coperion, Milacron
Injection Molding & Extrusion, and Mold-Masters, in addition to Batesville, a recognized leader in the death care industry
in North America. Hillenbrand is publicly traded on the NYSE under "HI".
Forward-Looking
Statements
Throughout this release,
we make a number of "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. As the words imply, these are statements about future plans, objectives, beliefs, and expectations that might or might
not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we
believe are reasonable, but by their very nature they are subject to a wide range of risks, including with respect to Hillenbrand's
acquisition of Milacron (together such companies being the "Combined Company"), the Combined Company's expected
financial performance, as well as the Combined Company's strategic and operational plans. If our assumptions prove inaccurate
or unknown risks and uncertainties materialize, actual results could vary materially from the Combined Company's expectations
and projections.
Words that could indicate
that we are making forward-looking statements include the following:
intend
believe
plan
expect
may
goal
would
become
pursue
estimate
will
forecast
continue
could
target
encourage
promise
improve
progress
potential
should
This is not an exhaustive
list, but is intended to give you an idea of how we try to identify forward-looking statements. The absence of any of these words,
however, does not mean that the statement is not forward-looking.
Here is the key
point
:
Forward-looking statements are not guarantees of future performance, and our actual results could differ materially
from those set forth in any forward-looking statements
. Any number of factors, many of which are beyond our control, could
cause our performance to differ significantly from what is described in the forward-looking statements. These factors include,
but are not limited to: the impact of the 2017 Tax Cuts and Jobs Act, enacted by the U.S. government on December 22, 2017, on the
Combined Company's financial position, results of operations, and cash flows; the outcome of any legal proceedings that may
be instituted against the Combined Company, or any companies we may acquire; risks that the acquisition of Milacron or any other
acquisition or disposition disrupts current operations or poses potential difficulties in employee retention or otherwise affects
financial or operating results; the ability to recognize the benefits of the acquisition of Milacron or any other acquisition or
disposition, including potential synergies and cost savings or the failure of the Combined Company or any acquired company to achieve
its plans and objectives generally; global market and economic conditions, including those related to the credit markets; volatility
of our investment portfolio; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental proceedings
related to operations; labor disruptions; the impact of the additional indebtedness that Hillenbrand has incurred in connection
with the acquisition of Milacron and the ability of the Combined Company to meet its de-levering goals; the dependence of our business
units on relationships with several large providers; increased costs or unavailability of raw materials or certain outsourced services;
continued fluctuations in mortality rates and increased cremations; competition from nontraditional sources in the death care industry;
cyclical demand for industrial capital goods; certain tax-related matters; and changes to legislation, regulation, treaties or
government policy, including any resulting from the current political environment. For a more in-depth discussion of these
and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions
under the heading "Risk Factors" in Part I, Item 1A of Hillenbrand's Form 10-K for the year ended September 30,
2019, filed with the Securities and Exchange Commission ("SEC") on November 13, 2019, and in the corresponding
section of Milacron's latest Form 10-K, as recast in its Form 8-K filed with the SEC on September 6, 2019. The Combined Company
assumes no obligation to update or revise any forward-looking information.
Contacts for Hillenbrand:
Corporate Communications
Tory Flynn, Corporate Communications
Phone: 812-931-5024
Email:
Tory.Flynn@Hillenbrand.com
Investor Relations
Rich Dudley, Investor Relations
Phone: 812-931-5001
Email:
Rich.Dudley@Hillenbrand.com

text: Hillenbrand

text: Milacron

text:
Hillenbrand,
Inc.

text: Milacron Holdings Corp.

text: Milacron

text: Milacron

text:
Joe
Raver

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Milacron

text: Milacron

text: Milacron

text: Hillenbrand

text: Milacron

text: Houlihan Lokey

text: Hillenbrand

text: Hillenbrand

text: Joe Raver

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Hillenbrand

text: Milacron

text: Joe Raver

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Hillenbrand

text: Milacron

text: Milacron

text: Milacron

text: Hillenbrand

text: Milacron

text: Hillenbrand

text: Milacron

text: Hillenbrand


text:
EX-99.1
8
d276231dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
MoSys and Peraso Technologies Close Business Combination
Combined Company to Capitalize on Significant Growth Opportunities in 5G
Expected to Commence Trading on Nasdaq under the ticker symbol "PRSO" on December 20, 2021
SAN JOSE, CA. and TORONTO, ON, December
20, 2021 -
MoSys, Inc. (NASDAQ: MOSY), a provider of semiconductor solutions that
enable fast, intelligent data access for cloud, networking, security and communications systems, and Peraso Technologies Inc., a global leader in the development of 5G mmWave silicon devices, today announced the closing of their previously
announced business combination. The combined, publicly traded company will operate under the name Peraso Inc. ("Peraso" or the "Company"), and its shares of common stock are expected to begin trading on the Nasdaq Capital Market
on December 20, 2021 under the ticker symbol PRSO.
"This business combination is a significant milestone for both companies and our
stockholders, creating a company positioned to capitalize on the significant growth opportunities in 5G, from the edge to the core and into the centralized cloud", said Ron Glibbery, CEO of Peraso. "Leveraging our leadership positions in
5G millimeter wave and packet classification, the newly combined Peraso is now able to cross-sell into multiple business units across
tier-1
networking and telecom customers with both hardware and software
solutions targeting high-growth, multi-billion dollar end markets".
Mr. Glibbery added, "As deployments of 5G networks are implemented
globally, the effective use of wireless spectrum will be necessary to support expansion in fiber-like broadband. This exponential growth in data will require millimeter wave wireless access technologies, as well as intelligent packet inspection and
accelerated data intelligence, to help facilitate traffic across the network. As a combined company, we can serve the needs of the entire ecosystem and play a more meaningful role in enabling new applications that leverage 5G".
About Peraso Inc.
Peraso, Inc. (NASDAQ: PRSO) is a
pioneer in high performance 5G mmWave wireless technology, offering chipsets, modules, software and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video and factory automation. In addition, Peraso's
solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing
end-to-end
solutions from the edge to the
centralized core and into the cloud. For additional information, please visit
www.perasotech.com
.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created by those sections. All statements in this release that are not based on historical fact are "forward looking
statements." These statements may be identified by words such as "estimates", "anticipates", "projects", "plans", "strategy", "goal", or "planned", "seeks,"
"may", "might", "will", "expects", "intends", "believes", "should", and similar expressions, or the negative versions thereof, and which also may be identified by their context.
All statements that address operating performance, development of the events, objectives or goals, refinement of strategy, the expected synergies, and other financial benefits from the business combination, that are not otherwise historical facts,
are forward-looking statements. The Company does not intend to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
Peraso and MoSys are registered trademarks of Peraso in the U.S., Canada and/or other countries. The MoSys logo is a trademark of Peras0. All other marks
mentioned herein are the property of their respective owners.
Investor Relations Contact:
Shelton Group
Leanne K. Sievers | Jeffrey Schreiner
512-243-8976
sheltonir@sheltongroup.com
Peraso Inc. Contact:
Jim Sullivan, CFO
Peraso Inc.
408-418-7500
jsullivan@mosys.com

text: MoSys

text: Peraso Technologies

text: MoSys, Inc.

text: Peraso Technologies

text: Peraso Inc.

text: Ron Glibbery

text: Peraso Inc.

text: MoSys

text: MoSys

text: Peraso Inc.

text: Jim Sullivan

text: Peraso Inc.


text:
EX-99.1
2
exh_991.htm
PRESS RELEASE
EdgarFiling
EXHIBIT 99.1
Continental Materials Corp Sells Transit Mix Concrete
Looking for new M&A opportunities in US manufacturing
CHICAGO, Feb. 01, 2019 (GLOBE NEWSWIRE) -- Continental Materials Corporation today announces the sale of substantially all the assets of Transit Mix Concrete, a leading supplier of building materials in Colorado to Aggregate Industries - WCR, a subsidiary of LafargeHolcim, for approximately $27 million.
The transaction includes the ready-mix plant operations in Colorado Springs and Pueblo, Colorado and the Daniels sand pit in Colorado Springs, Colorado.
"We are pleased to find a supportive new partner for Transit Mix, who will invest and grow the ready-mix and sand operations in Southern Colorado and retain over 180 skilled and experienced employees. Since Continental Materials acquired Transit Mix in 1955, it has overseen steady growth through long term investment, from a single operation to the current business with $60m revenue and several locations along the Southern Front Range", said Jim Gidwitz, Chairman of Continental Materials. "With the proceeds from the sale Continental Materials will look to invest in US based manufacturing businesses with a long term outlook".
Continental Materials is retaining its building supply and aggregates businesses in Colorado, which will be rebranded as Castle Rebar and Supply and Castle Concrete Aggregates, respectively.
About Continental Materials Corporation
Continental Materials Corporation (NYSE American: CUO) is a public holding company with subsidiaries in industrial and residential heating and cooling manufacturing, commercial door distribution and manufacturing and aggregates mining and processing. Headquartered in Chicago, IL, Continental Materials Corporation employs approximately 420 employees across the US.
Contact
Ryan Sullivan, President and Chief Operating Officer, Continental Materials Corporation
T: +1 312 541 7216
Email: ryan_sullivan@contmtl.com

text: Continental Materials Corp

text: Transit Mix Concrete

text: Continental Materials Corporation

text: Transit Mix Concrete

text: Aggregate Industries - WCR

text: LafargeHolcim

text: Jim Gidwitz

text: Continental Materials Corporation

text: Continental Materials Corporation

text: Continental Materials Corporation

text: Ryan Sullivan

text: Continental Materials Corporation


text:
EX-99.2
9
exhibit992.htm
PRESS RELEASE ANNOUNCING AUTIMIS ACQUISITIONS
exhibit992.htm
Exhibit 99.2
For Immediate Release
UNIVERSITY GENERAL HEALTH SYSTEM, INC. ACQUIRES AUTIMIS, LLC AND AUTIMIS MEDICAL BILLING, LLC
REVENUE CYCLE MANAGEMENT COMPANY SHOULD IMPROVE CONTROL OF CASH FLOW AT FACILITIES
WITHIN UNIVERSITY GENERAL HEALTH CARE NETWORK
HOUSTON, Texas
- June 30, 2011 - University General Health System, Inc. ("University General") (OTCQB: UGHS) (Other OTC: UGHS.PK), a diversified, integrated multi-specialty health delivery system, today announced the acquisition of 100% of Autimis, LLC and Autimis Medical Billing, LLC (together "Autimis") for shares of UGHS common stock.
Autimis is a revenue cycle management company that specializes in serving hospitals, ambulatory surgery centers, outpatient laboratories and free-standing outpatient emergency rooms. It provides full revenue cycle management to these facilities, including billing, coding, revenue capture and ongoing charge description master maintenance. Currently, Autimis has customers in Texas, New Mexico, Illinois and Florida. Management projects that Autimis should produce earnings of approximately $1,600,000 on net revenue of approximately $4,000,000 in 2011.
In addition, Autimis has developed several proprietary software applications that aid in revenue capture and ultimately the cash receipts for its clients. Revenaid Practice Management™ is a physician scheduling, billing and electronic medical records application. Revenaid AR Workflow™ is an accounts receivable follow-up tool that automates the insurance collections process and tracks insurance contract compliance based upon insurance payments received. Revenaid Executive Management™ is a web-based business intelligence system that provides detailed analysis of trended metrics on an hourly basis. These applications allow health care facilities to react quickly to changing business trends throughout their organizations.
"This represents a strategic acquisition that will allow us to better control cash flow at each of our facilities", stated Hassan Chahadeh, M.D., Chairman, President and Chief Executive Officer of University General Health System, Inc. "We will also be able to market several of the advanced products to Autimis' expanding customer base, which we believe will in turn lead to potential new acquisitions for University General in the health care industry".
University General Health System, Inc.
University General Health System, Inc. ("University General") is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services by providing timely, innovative health solutions that are uniquely competitive, efficient, and adaptive in today's health care delivery environment. The Company currently operates one hospital, two free-standing emergency rooms, and one ambulatory surgical center in the Houston area. Also, the Company owns three senior living facilities and manages six senior living facilities, and it plans to complete multiple additional acquisitions in 2011 and future years in Houston and other markets.
A fully-reporting company, University General Health System, Inc. is headquartered in Houston, Texas, and its common stock trades on the OTCQB Exchange under the symbol "UGHS".
Forward-Looking Statements
The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements related to the future financial performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful execution of growth strategies, product development and acceptance, the impact of competitive services and pricing, general economic conditions, and other risks and uncertainties described in the Company's periodic filings with the Securities and Exchange Commission.
For Additional Information, Please Contact:
RJ Falkner & Company, Inc., Investor Relations Counsel at (830) 693-4400 or via email at
info@rjfalkner.com
1

text: UNIVERSITY GENERAL HEALTH SYSTEM, INC.

text: AUTIMIS, LLC

text: AUTIMIS MEDICAL BILLING, LLC

text: University General Health System, Inc.

text: Autimis, LLC

text: Autimis Medical Billing, LLC

text: University General Health System, Inc.

text: University General Health System, Inc.

text: University General Health System, Inc.

text: University General Health System, Inc.


text:
EX-99
3
baycorp8kex991mar182005.txt
BAYCORP HOLDINGS, LTD. FORM 8-K EXHIBIT 99.2
Exhibit 99.1
BAYCORP HOLDINGS, LTD.
1 New Hampshire Avenue, Suite 125
Portsmouth, New Hampshire 03801
Phone (603) 766-4990 Fax (603) 766-4991
BayCorp Closes $10.25 Million Convertible Debt Financing
----------------------------------------------------
Portsmouth, New Hampshire, March 15, 2005 --- BayCorp
Holdings, Ltd. ("BayCorp") (AMEX: MWH) announced today that it
has closed a $10.25 million convertible debt financing with Sloan
Group Ltd. The debt, which accrues interest at 8% and is due on
December 15, 2005, is convertible at any time between November
15, 2005 and December 15, 2005 into shares of the Company's
common stock at a price of $14.04 per share. The Company intends
to use the proceeds from the financing to continue the
development of natural gas and oil wells in East Texas under its
Project Development Agreement with Sonerra Resources Corporation
and for other strategic and general corporate purposes.
About BayCorp
-------------
BayCorp Holdings, Ltd. is an unregulated holding company
incorporated in Delaware. BayCorp currently has five wholly
owned subsidiaries including Great Bay Power Marketing, Inc.,
which purchases and markets power on the open market, BayCorp
Ventures, LLC, which serves as a vehicle for the Company's
investments, Great Bay Hydro Corporation which was formed for the
purpose of holding the generating facilities in Vermont acquired
from the Vermont Electric Division of Citizens Communications
Company, Nacogdoches Power, LLC, which was formed for the purpose
of holding the Sterne Power Project and Nacogdoches Gas, LLC,
which was formed for the purpose of holding natural gas and oil
assets. As of May 1, 2004, BayCorp had a majority interest in
HoustonStreet Exchange, Inc., which operates HoustonStreet.com,
an independent internet-based crude oil and refined products
trading exchange. Prior to May 1, 2004, BayCorp held a minority
interest in HoustonStreet.
Forward Looking Statements
--------------------------
Any statements contained in this release regarding the Company's
goals, strategies, and expectations are "forward-looking
statements." Such statements include those addressing the
Company's participation in the future development of natural gas
and oil wells and Sonerra's continued development of natural gas
and oil wells. Factors that may affect future results include
the actual cost of the wells, the success in well drilling and
development and the amount of production from the wells, the
period over which the wells will be developed, Sonerra Resources,
Inc.'s continued operation and its success in oil and gas well
development, on which Nacogdoches Gas, LLC is substantially
dependant and the ability of BayCorp or its subsidiaries to
acquire financing for the development of these projects. No
assurances can be given that the results in any forward-looking
statements will be achieved and actual results could differ
materially. Please review reports filed by BayCorp with the
Securities and Exchange Commission for information and factors
that could affect the Company's business.
# # #

text: BAYCORP HOLDINGS, LTD.

text: BAYCORP HOLDINGS, LTD.

text:
BayCorp
Holdings, Ltd.

text:
Sloan
Group Ltd.

text: BayCorp Holdings, Ltd.


text:
EX-99.2
14
s105293_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
FIRST HARVEST CORP
AND CANNAVOICES, INC. ANNOUNCE COMPLETION OF SHARE EXCHANGE TRANSACTION
Tampa. Florida - February 10, 2017
-
First Harvest Corp. (OTC:HVST) (the "Company" or "First Harvest") announced today that it has entered into
and closed an agreement and plan of merger and reorganization with CV Acquisition Corp., a wholly-owned subsidiary of the Company
and Cannavoices, Inc. ("Cannavoices"). Pursuant to the Merger Agreement, effective on the closing date, CV Acquisition
Corp. merged with and into Cannavoices, such that Cannavoices, the surviving corporation, became a wholly-owned subsidiary of First
Harvest.
Cannavoices Business Overview:
Cannavoices
is a platform for technology, media and gaming with a focus on the cannabis industry and emerging growth sectors. Cannavoices
plans to generate revenue primarily through in-app sales of virtual goods, affiliate ecommerce sales promoted by celebrities highlighted
on its platform, and through advertising services.
The ecosystem spans mobile gaming, digital
and social media, ecommerce sales and education. Cannavoices is developing a digital media services platform (the "Platform")
as a way for niche cannabis-related companies, as well as mainstream advertisers, to reach a pro-cannabis audience. The Platform
addresses the communication challenge between pro-legalization supporters of medical and recreational cannabis and advertisers
that want to reach this growing demographic.
To reach the pro-cannabis target audience,
the Platform currently consists of two elements:
Hemp Inc.
- A mobile gaming app
known as
Hemp Inc.
(the "Game") is a business strategy, role-playing game providing the user the experience
of growing and dispensing cannabis in a virtual environment. It is a strategy-based game that mimics the real life cannabis culture
and serves as a platform for advertising and ecommerce sales. This unique, entrepreneurial game is similar in format to a
FarmVille®
or
Clash Royale
tm
type game for mobile gamers to develop, grow and dispense virtual cannabis and
interact with celebrities and advertisers' "brands" within the game. The celebrities participate as avatars,
which ties to the Game's revenue model.
Future updates are planned for the "Augmented
Reality" and "Virtual Reality" markets and technology. This will allow for players to engage one another in a
AR/VR styled world and imagine themselves growing, buying, selling, building and incorporating real world dispensaries and delivery
partners as well.
The development team for the Game is led by
Danny Hammett, the former Executive Vice President at Activision. Mr. Hammett was responsible for their intellectual
property development and product launches, including creation of such iconic games as -
Call of Duty
,
Big Game Hunter
,
Tony Hawk
,
Spiderman
and
Toy Story
. He has put together a team of developers with experience at such gaming
and technology companies as Activision, Sega, MiniClip and DropBox.
The Game is currently available for download
on iTunes and is expected to be available on the Google Play Store in the first quarter of 2017. It is a sales platform that uses
a viral marketing strategy to take advantage of the social media reach of the celebrities in the Game and the popularity of the
cannabis legalization movement. This allows the Game to build its user base with a low acquisition cost.
www.cannavoices.com
-
A member-based social media platform for subscribers to participate in an open forum with other pro-cannabis supporters in an
interactive social media platform.
Within this one platform, members share cannabis-related
news, events, culture, technology, business insights, and inspiration while networking with like-minded individuals. Each member
builds a unique personal profile by sharing and documenting his individual voice and journey into realizing the benefits of cannabis.
Cannavoices also intends to publish, through this platform, a quarterly on-line magazine with content designed using an elegant,
enlightened theme to promote more social acceptance of cannabis. We believe this model has a broad appeal to cannabis-affinity
groups and will be an advertising revenue model.
Kevin Gillespie, President and Chief Executive
Officer of First Harvest said, "This is an important corporate milestone for our Company. We believe combining
three of the fastest growing business sectors - cannabis, social media and mobile gaming, along with our world-class development
team led by the former Executive Vice President of Activision, together with our promotional celebrities and entities, and our
Platform, can become a premiere advertising medium in the cannabis industry".
Certain statements
in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
may be identified by the use of forward-looking words such as "anticipate", "believe", "forecast,"
"estimated" and "intend", among others. The achievement or success of the matters covered by such forward-looking
statements involves significant risks, uncertainties, and assumptions. Investors should read the risk factors set forth in
the Current Report on Form 8-K to be filed with the SEC on or about February 10, 2017 and future periodic reports filed with the
Securities and Exchange Commission. All of the Company's forward-looking statements are expressly qualified by all such risk
factors and other cautionary statements. The information set forth herein speaks only as of the date hereof.
Contact:
First Harvest Corp.
Kevin Gillespie, President and Chief Executive Officer
(877) 749-5909 x103
Kevin@firstharvestcorp.com
www.firstharvestcorp.com

text: FIRST HARVEST CORP

text: CANNAVOICES, INC.

text: First Harvest Corp

text: First Harvest

text: Cannavoices, Inc.

text: Cannavoices

text: Cannavoices

text: Cannavoices

text:
First
Harvest

text: Cannavoices

text: Cannavoices

text: Cannavoices

text: Cannavoices

text: Cannavoices

text: Kevin Gillespie

text: First Harvest

text: First Harvest Corp

text: Kevin Gillespie


text:
EX-99.1
3
d834407dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FS/KKR Closes $9.5 Billion Merger Creating Second Largest
Business Development Company
Philadelphia and New York, December
18, 2019
- FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR
Credit Advisors (US) LLC, today announced the closing of the mergers of four
non-traded
business development companies (BDCs): FS Investment Corporation II (FSIC II), FS Investment Corporation III (FSIC III),
FS Investment Corporation IV (FSIC IV) and Corporate Capital Trust II (CCT II). The combined entity, which is named "FS KKR Capital Corp. II" (FSK II), becomes the second largest BDC with over $9.5 billion in assets and, as of
September 30, 2019, 210 portfolio companies across 21 industries.
"As we explained in June when we announced our intention to merge these BDCs,
we believe the scale, diversification, operating efficiencies and capital structure flexibility of the combined entity will drive shareholder value", said Michael Forman, Chairman and CEO of FSK II. "The mergers also represent a major
milestone in our plan to list FSK II in 2020".
The mergers are also expected to reduce annual operating expenses through the elimination of
duplicative legal, administrative, printing and other expenses.
Based on the merger exchange ratios, FSIC III, FSIC IV and CCT II shareholders will
receive 0.9804, 1.3634 and 1.1319 FSK II shares, respectively, for each share of FSIC III, FSIC IV and CCT II held. These exchange ratios were determined based on the closing net asset value (NAV) per share of $7.36, $7.22, $10.03 and $8.33 for FSIC
II, FSIC III, FSIC IV and CCT II, respectively, as of December 16, 2019, and ensure that the NAV of shares investors will own in FSK II will be equal to the NAV of the shares they held in each fund.
The company intends to list its common stock on the New York Stock Exchange during 2020, subject to market conditions and board approval. Prior to the
listing, FSK II intends to issue 5.50% perpetual preferred shares equivalent to approximately 20% of FSK II's NAV, pro rata to all holders of FSK II common stock, subject to final board approval. FSK II's board of directors anticipates
paying distributions on the company's common stock on a quarterly basis, with the first distribution expected to be declared in March 2020 and paid in early April 2020.
The mergers announced pursuant to this press release do not impact FS KKR Capital Corp. (NYSE: FSK), which also is advised by FS/KKR and trades on the New
York Stock Exchange.
About FS/KKR Capital Corp. II
FSK II is a
non-traded
BDC focused on providing customized credit solutions to private middle market U.S. companies.
FSK II seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK II is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR is a partnership
between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $17 billion in assets under management as of September 30, 2019. The BDCs managed by FS/KKR are FS KKR Capital Corp. and FS KKR Capital
Corp. II.
FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design
better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices
in New York, NY, Orlando, FL and Washington, DC. Visit www.fsinvestments.com to learn more.
KKR Credit is a subsidiary of KKR & Co. Inc., a
leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive
investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital
it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information
about KKR & Co. Inc. (NYSE: KKR), please visit KKR's website at www.kkr.com and on Twitter @KKR_Co.
Contact Information
Institutional Investors
Robert Paun
robert.paun@fsinvestments.com
917-338-5074
Financial Advisors and Retail Investors
877-628-8575
Media (FS Investments)
Mollie Applegate
media@fsinvestments.com
215-220-6116
Media (KKR)
Kristi Huller or Cara Kleiman Major
media@kkr.com
212-750-8300

text: FS/KKR

text: FS/KKR Advisor, LLC

text: FS/KKR

text: FS Investments

text:
KKR
Credit

text: FS Investment Corporation II

text: FS Investment Corporation III

text: FS Investment Corporation IV

text: Corporate Capital Trust II

text: FS KKR Capital Corp. II

text: Michael Forman

text: FS KKR Capital Corp.

text: FS/KKR

text: FS/KKR Advisor, LLC

text: FS/KKR Advisor, LLC

text: FS/KKR

text: FS Investments

text: KKR Credit

text: FS/KKR

text: FS KKR Capital Corp.

text:
FS KKR Capital
Corp. II

text: FS Investments

text: FS Investments

text: KKR Credit

text: KKR & Co. Inc.

text: KKR & Co. Inc.

text: FS Investments


text:
EX-99.1
2
was5285ex99-1.txt
[EXHIBIT 99.1]
Exhibit 99.1
------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Company Contact: Investor Contact:
David S. Montoya Leanne Sievers
Chief Financial Officer Shelton Investor Relations
investors@wqni.com lsievers@sheltongroup.com
(972) 239-5119 ext. 114
WQN, Inc. Announces Sale of VoIP Business in Exchange for
Investment in VoIP, Inc. and Election of Seven Members to its
Board of Directors
DALLAS, October 11, 2005 -- WQN, Inc. (Nasdaq: WQNI) today announced that on
October 5, 2005 it completed the sale of its Voice-Over-Internet Protocol
business to VoIP Acquisition Company, a subsidiary of VoIP, Inc. (the "Sale"),
in exchange for (i) a $3.7 million secured convertible promissory note issued by
VoIP, Inc., (ii) 1,250,000 shares of VoIP, Inc.'s restricted common stock and
(iii) a warrant to purchase 5,000,000 shares of VoIP, Inc.'s common stock at an
exercise price of $0.001 per share, plus the assumption of certain liabilities
by VoIP, Inc. The Sale was completed pursuant to the Asset Purchase Agreement,
dated as of August 3, 2005, by and among WQN, VoIP, Inc. and VoIP Acquisition
Company, which was approved by WQN's stockholders at WQN's Annual Meeting held
on October 4, 2005.
Also at the Annual Meeting, WQN stockholders elected B. Michael Adler, Robert A.
Farmer, E. Denton Jones, Elizabeth H. Buchler, Hal H. Bibee, Scott W. Hartman
and David S. Montoya to WQN's Board of Directors. Upon completion of the Sale,
B. Michael Adler stepped down as WQN's CEO but remains on the Board of
Directors. In addition, Scott W. Hartman was named the Chief Executive Officer
and David S. Montoya was named Chief Financial Officer.
With the completion of the Sale and its exit from the Voice-Over-Internet
Protocol business, WQN has repositioned itself as a diversified operating
company targeting the acquisition and operation of small to middle market
growth-oriented companies primarily focused in the financial services,
technology/telecommunications, business services and business distribution and
real estate industries. Management plans to make both controlling and minority
investments in these and other sectors by utilizing the strong balance sheet of
WQN that resulted from the Sale.
Scott W. Hartman, Chief Executive Officer of WQN, Inc. commented, "The
management team has over 50 combined years of experience in successfully
acquiring and managing these types of companies. The sale of our assets to VoIP,
Inc. was the first step on our path to becoming a profitable diversified
operating company that will strive to achieve superior long-term shareholder
value. Since the initial announcement of the Sale, we are particularly pleased
with the performance of VoIP, Inc.; its stock has almost doubled as of the close
of business on October 6, 2005".
Mr. Hartman concluded, "We are excited about the future prospects and
opportunities for the company, and we will continue to actively communicate our
progress in implementing our strategy to our shareholders".
About WQN, Inc.
WQN, Inc. (Nasdaq: WQNI) is a diversified operating company targeting small to
middle market growth-oriented companies primarily focused in the financial
services, technology/telecommunications, business services and business
distribution and real estate industries. Management seeks to make both
controlling and minority investments into companies. The Company is
headquartered in Dallas, Texas and has offices in New York, New York. For more
information about WQN, Inc., please visit the company's Web site at
http://www.wqni.com.
Notice Regarding Forward-Looking Statements
This release may contain forward-looking statements, which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and, as a result, should be considered subject to the many uncertainties
that exist in WQN, Inc.'s operations and business environment. Such statements
consist of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may", "expect,"
"anticipate", "estimate", or "continue" or the negative thereof or other
variations thereon or comparable terminology. The reader is cautioned that all
forward-looking statements are necessarily speculative and there are numerous
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements. WQN,
Inc.'s future business plans, prospects and objectives may change as a result
of, or be impacted by, a number of factors. Such factors include, but are not
limited to: WQN, Inc.'s expansion and acquisition strategy, the availability,
impact and performance of operations and investments that WQN, Inc. has made or
intends to make, and general economic and business conditions, including
economic and business conditions in those areas in which WQN, Inc. plans to
invest and operate. These risk factors and additional information are included
in WQN Inc.'s filings with the Securities and Exchange Commission. All
forward-looking statements included in this document are based upon information
available to WQN, Inc. as of the date hereof, and WQN, Inc. assumes no
obligation to update any such forward-looking statement thus the reader should
not assume that silence by WQN, Inc. and its management over time means that
actual events are bearing out as estimated in such forward-looking statements.
-###-

text: Leanne Sievers

text: WQN, Inc.

text: VoIP, Inc.

text: WQN, Inc.

text: VoIP Acquisition Company

text: VoIP, Inc.

text: VoIP, Inc.

text: VoIP, Inc.

text: VoIP, Inc.

text: VoIP, Inc.

text: WQN

text: VoIP, Inc.

text:
VoIP Acquisition
Company

text: WQN

text: WQN

text: WQN

text: Scott W. Hartman

text: WQN

text: WQN

text: Scott W. Hartman

text: WQN

text: WQN

text: Scott W. Hartman

text: WQN, Inc.

text:
VoIP,
Inc.

text: VoIP, Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.

text:
WQN,
Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.

text: WQN, Inc.


text:
EX-99.1
5
s000858x1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Paramount Gold and Silver Corp. Announces Completion of
Spin-Off and Acquisition by Coeur Mining, Inc.
Winnemucca, Nevada - April 17, 2015.
Paramount
Gold and Silver Corp. (NYSE/TSX: PZG) ("Paramount" or the "Company") announced today that the proposals
related to the merger agreement with Coeur Mining, Inc. ("Coeur") were approved by both Paramount and Coeur stockholders
and that the transaction has closed. Immediately prior to the consummation of the merger, Paramount distributed pro rata to its
stockholders 8,101,371 shares of Paramount's wholly-owned subsidiary, Paramount Gold Nevada Corp. ("SpinCo").
SpinCo is expected to begin "regular way" trading on the NYSE MKT on April 20, 2015 under the symbol "PZG",
CUSIP number 69924M109.
The company is pleased to report the voting results from the
special meeting of its stockholders that was held earlier today at which Paramount stockholders approved the merger proposal. Stockholders
representing 54% of Paramount's common stock outstanding voted and of that 97% voted for the merger proposal. Based on preliminary
voting results at a special meeting of Coeur stockholders held today, Coeurs proposal was approved by Coeur stockholders owning
approximately 98% of the shares voted. Paramount stockholders also approved the proposal to approve, on an advisory (non-binding)
basis, compensation that may be payable to Paramount's named executive officers in connection with the merger.
In connection with today's closing
of the merger transaction, approximately 32.7 million shares of Coeur common stock were issued to Paramount stockholders and approximately
$10 million in cash was contributed to SpinCo, in which Coeur has retained a 4.9% interest.
In connection with the completion of the
transaction, Paramount's common stock will be delisted from the NYSE MKT and Toronto Stock Exchange, Paramount will no longer
trade as an independent company after market close today and will be a wholly-owned subsidiary of Coeur.
About Paramount
Paramount is a U.S.-based exploration and development company
with multi-million ounce advanced stage precious metals projects in northern Mexico (San Miguel) and Nevada (Sleeper).
The San Miguel Project consists of over 100,000 hectares (over 247,000
acres) in the Palmarejo District of northwest Mexico, making Paramount the largest claim holder in this rapidly growing precious
metals mining camp. The San Miguel Project is ideally situated near established, low cost production where the infrastructure already
exists for early, cost-effective exploitation. A second Preliminary Economic Assessment (PEA) for San Miguel was completed and
announced on
August 25, 2014.
The
Sleeper Gold Project is located off a main highway about 25 miles from the town of Winnemucca. In 2010, Paramount acquired a 100%
interest in the project including the original Sleeper high-grade open pit mine operated by Amax Gold from 1986 to 1996 as well
as staked and purchased lands now totaling 2,570 claims and covering about 47,500 acres which stretch south down trend to Newmont's
Sandman project. This acquisition is consistent with the Company's strategy of district-scale exploration near infrastructure
in established mining camps. A PEA was completed for Sleeper and announced on July 30, 2012.
Paramount Gold and Silver Corp.
Christopher Crupi, CEO
Chris Theodossiou, Investor Relations
(866) 481 2233

text: Coeur Mining, Inc.

text: Coeur Mining, Inc.

text: Christopher Crupi


text:
EX-99.1
5
closingexhibit991.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
NII HOLDINGS ANNOUNCES CLOSING OF SALE OF NEXTEL BRAZIL
.
Aggregate purchase price of $948.5 million after adjustments
o Net purchase price of $456.9 million after deducting $491.6 million of net debt
.
NII received a total of $329.2 million of net sale proceeds, including $30.0 million placed in indemnification escrow and $134.8 million placed in convertible notes escrow
RESTON, Va., December 18, 2019 - NII Holdings, Inc. ("NII") [NASDAQ: NIHD] today announced the completion of the previously announced sale of its wireless operations in Brazil ("Nextel Brazil" and such sale, the "Transaction") in accordance with the terms of the Purchase Agreement, dated March 18, 2019, by and among América Móvil, S.A.B. de C.V. ("AMX"), NII International Holdings S.à r.l. ("NIIH"), AI Brazil Holdings B.V. ("AI Brazil") and NII (the "Purchase Agreement"), as amended from time to time.
At the closing of the Transaction, AI Brazil sold all of its interests in Nextel Holdings S.à r.l. ("Nextel Holdings") to NII Brazil Holdings S.à r.l. ("NIIBH"), and NIIH sold all of the issued and outstanding shares of NIIBH to AMX, resulting in AMX acquiring direct ownership of NIIBH and indirect ownership of all of the issued and outstanding shares of Nextel Brazil.
The aggregate purchase price was $948.5 million, after making adjustments pursuant to the Purchase Agreement to add a $30.3 million reimbursement of capital expenditures and a $16.9 million working capital adjustment and to deduct a $3.7 million selling and marketing spending shortfall compared to budget. After deducting $491.6 million of net debt, the net purchase price at closing was $456.9 million. The purchase price is subject to review and adjustment by AMX within 45 days of the closing of the Transaction.
In consideration for the sale of its 27.55% ownership interest in Nextel Brazil, AI Brazil received a $2.5 million preferred return and its $125.2 million pro rata share of the net sale proceeds. After deducting these amounts, NII's share of the net sale proceeds was $329.2 million.
Pursuant to the terms of the Purchase Agreement, $30.0 million of the net sale proceeds due to NII was placed into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement with AMX and Citibank, N.A., as escrow agent. In addition, $134.8 million of the net sale proceeds due to NII was placed into a separate escrow to satisfy NII's obligations under its convertible notes and related indenture. After taking into account these amounts, and accounting for a $1.9 million upward adjustment for a decrease in estimated accrued tax contingencies pursuant to the Purchase Agreement, the net proceeds to NII were $166.3 million.
As of December 17, 2019, NII had $25.4 million of cash and $103.4 million of cash held in escrow.
Based on current information (including actual net sale proceeds), assumptions and estimates, the Company expects the total amount of cash available to be distributed to stockholders in the future will be between $227.0 million ($2.17 per share) and $280.0 million ($2.68 per share). This range of distributable values is primarily driven by the ultimate recovery of amounts currently held in escrow accounts.
"We are pleased to announce the successful completion of the sale of Nextel Brazil", stated Dan Freiman, NII's Chief Financial Officer. "We would like to thank all of our employees for continuing to deliver great results this year and for their many years of service. With the sale of our last remaining operating asset behind us, we are preparing to begin the process to dissolve NII and distribute cash to stockholders later next year after we receive the required judicial approval".
About NII Holdings, Inc.
Visit NII Holdings' website at www.nii.com.
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. This news release includes "forward-looking statements" within the meaning of the securities laws. The statements in this news release regarding the proceeds of the sale of Nextel Brazil and potential distributions to our stockholders upon liquidation and dissolution, as well as our business and economic outlook, future performance, and other statements that are not historical facts, are forward-looking statements. Forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, the proceeds of the sale of Nextel Brazil; our existing and future costs, expenses, claims and other liabilities, and the impact of these matters on our liquidation and dissolution; and escrowed proceeds of the sales of our operations in Mexico and Brazil. Future performance cannot be assured and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include the risks and uncertainties relating to: any factors raised by AMX in connection with the purchase price relating to the sale of Nextel Brazil; the amount of the costs, fees, expenses and charges related to the sale of Nextel Brazil, or the impact of any adjustments to the purchase price; the cost and outcome of any legal proceedings that may be instituted against us and others in connection with the sale of Nextel Brazil or our delisting and dissolution; the timing and amount of cash and other assets available for distribution to our stockholders upon our dissolution and winding up; the impact of liquidity constraints, including the inability to recover estimated amounts currently in escrow and access escrowed funds when expected; and the additional risks and uncertainties that are described in NII's Annual Report on Form 10-K for the year ended December 31, 2018, as well as in other reports filed from time to time by NII with the Securities and Exchange Commission. This press release speaks only as of its date, and NII disclaims any duty to update the information herein.
Media Contacts:
NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600
Reston, Virginia 20190
(703) 390-5100
www.nii.com
Investor and Media Relations: Dan Freiman
(703) 547-5209
dan.freiman@nii.com

text: NII HOLDINGS

text: NEXTEL BRAZIL

text: NII Holdings

text: Nextel Brazil

text: AMX

text: NIIH

text: Nextel Holdings S.à r.l.

text: NII Brazil Holdings S.à r.l.

text: NIIBH

text: NIIH

text: NIIBH

text: AMX

text: AMX

text: NIIBH

text: Nextel Brazil

text: AMX

text: Nextel Brazil

text: AMX

text: Nextel Brazil

text: NII Holdings

text: NII Holdings

text: Nextel Brazil

text: Nextel Brazil

text: AMX

text: Nextel Brazil

text: Nextel Brazil

text: Nextel Brazil

text: NII Holdings


text:
EX-99.1
2
a12-15797_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
JULY 2, 2012
Contact:
Jill McMillan, Director, Public & Industry Affairs
Phone: (214) 721-9271
Jill.McMillan@CrosstexEnergy.com
CROSSTEX ENERGY COMPLETES ACQUISITION OF CLEARFIELD ENERGY, INC.
Partnership Expands Crude and Condensate Midstream Services to Utica Shale Play
DALLAS
-
July 2, 2012
- The Crosstex Energy companies, Crosstex Energy, L.P. (NASDAQ: XTEX) (the Partnership) and Crosstex Energy, Inc. (NASDAQ: XTXI) (the Corporation), today announced that the Partnership has completed its previously announced acquisition of privately held Clearfield Energy, Inc. for approximately $210 million in cash. Clearfield is a 125-year-old crude oil, condensate and water services company with operations in Ohio, Kentucky and West Virginia. It is expected that the acquisition will be immediately accretive to distributable cash flow.
"The Clearfield acquisition positions Crosstex in the rapidly developing Utica and Marcellus shale plays and provides us with a substantial growth platform in a new geographic area", said Barry E. Davis, Crosstex President and Chief Executive Officer. "Our core capabilities and strong financial position empower us to leverage these well-positioned assets and solid operations to accelerate future value creation. This represents a significant addition to our crude and condensate business, and our initial entry into salt water disposal. We also anticipate we will take advantage of natural gas gathering and processing opportunities that we plan to develop in the area.
"We welcome Clearfield's talented employees into the Crosstex family. Clearfield's assets have a rich legacy and we look forward to upholding the company's strong tradition of outstanding customer service as we pursue the opportunities ahead of us together", Davis added.
The assets currently handle approximately 300,000 barrels per month of crude and condensate in Ohio, Kentucky and West Virginia. They include a 4,500-barrel-per-hour crude oil barge-loading terminal on the Ohio River; a 28,000-barrel-per day crude oil rail-loading terminal on the Ohio Central Railroad network that Crosstex expects to expand to a 56,000-barrel-per-day facility by year-end 2012; and 200 miles of crude oil pipelines in Ohio and West Virginia. The assets also include more than 500,000 barrels of above ground storage, six brine water disposal wells with two additional wells under development and an extensive truck fleet with a capacity of 35,000 barrels per day. Crosstex also acquired more than 2,500 miles of unused right of way for future expansions.
-more-
About the Crosstex Energy Companies
Crosstex Energy, L.P., a midstream natural gas company headquartered in Dallas, operates approximately 3,500 miles of pipeline, 10 processing plants and four fractionators. The Partnership currently provides services for 3.2 billion cubic feet of natural gas per day, or approximately six percent of marketed U.S. daily production.
Crosstex Energy, Inc. owns the two percent general partner interest, a 22 percent limited partner interest and the incentive distribution rights of Crosstex Energy, L.P.
Additional information about the Crosstex companies can be found at www.crosstexenergy.com.
This press release contains forward-looking statements within the meaning of the federal securities laws. These statements are based on certain assumptions made by the Partnership and the Corporation based upon management's experience and perception of historical trends, current conditions, expected future developments and other factors the Partnership and the Corporation believe are appropriate in the circumstances.
These statements include, but are not limited to, statements regarding the Partnership and Clearfield Energy, Inc. and the expected impact of the transaction, including the expected financial results for the Partnership.
Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership and the Corporation, which may cause the Partnership's and the Corporation's actual results to differ materially from those implied or expressed by the forward-looking statements.
These risks include, but are not limited to, risks discussed in the Partnership's and the Corporation's filings with the Securities and Exchange Commission. We therefore caution you against relying on any of these forward-looking statements.
The Partnership and the Corporation have no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
###
2

text: CROSSTEX ENERGY

text: CLEARFIELD ENERGY, INC.

text: Crosstex Energy companies

text: Crosstex Energy, L.P.

text: Crosstex Energy, Inc.

text: privately held Clearfield Energy, Inc.

text: Crosstex Energy Companies

text: Crosstex Energy, L.P.

text: Crosstex Energy, Inc.

text: Crosstex Energy, L.P.

text: Clearfield Energy, Inc.


text:
EX-99.1
6
dex991.htm
PRESS RELEASE, DATED JULY 19, 2005 OF JUPITERMEDIA CORPORATION
Press Release, dated July 19, 2005 of Jupitermedia Corporation
Exhibit 99.1
Press Release
Jupitermedia's JupiterImages Closes Acquisition of PictureArts and
Related Stock Photography Brands
(New
York, NY- July 19, 2005) - Jupitermedia Corporation (Nasdaq: JUPM) today announced that it has closed the acquisition of PictureArts Corporation (www.picturearts.com) and its many stock photo and related graphics and image distribution brands,
for $63.2 million in cash. Jupitermedia financed the purchase price with cash on hand and borrowings under a $90 million senior credit facility with JPMorgan Chase Bank, N.A. obtained in connection with the transaction.
PictureArts Corporation, a distinctive source for unique images, creates, licenses and
distributes outstanding images through specialized collections. Founded in 1984 by husband and wife team Jeffrey Burke and Lorraine Triolo, PictureArts offers a variety of resources to advertisers, designers, publishers and other communications
professionals and provides appropriate image solutions for their visual communication needs. PictureArts distributes its own Brand X Pictures brand (http://www.brandxpictures.com), an outstanding collection of high-end, royalty-free stock
photography. PictureArts' FoodPix brand (http://www.foodpix.com), a leading specialty library of rights-managed food and beverage images, features images from many internationally renowned photographers. PictureArts also includes the Botanica
collection (http://www.botanica.com), a rights-managed photography collection that focuses on a wide array of refreshing botanical images mixed with current lifestyle concepts and trends. PictureArts' Nonstock brand (http://www.nonstock.com) is
an innovative, rights-managed photography collection with one focus: avoiding the ordinary. PictureArts has over 75 employees and is headquartered in South Pasadena, California. PictureArts also has a sales and creative office in New York City and
serves its international base of customers through multiple distribution channels worldwide.
About Jupitermedia Corporation
Jupitermedia Corporation (Nasdaq: JUPM) (www.jupitermedia.com), headquartered in Darien, CT, is a leading global provider of original information, images, research and events for information technology, business and creative professionals.
Jupitermedia includes JupiterImages, one of the leading images companies in the world with over 7.0 million images online serving creative professionals with brands like Brand X, FoodPix, Botanica, Nonstock, Comstock Images, Creatas Images,
PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Goodshoot Images, Photos.com, HemeraImages.com, Ablestock.com, PhotoObjects.net, Clipart.com and Animations.com; and JupiterWeb, the online media division of Jupitermedia which
operates five distinct online networks: internet.com and EarthWeb.com for IT and business professionals; DevX.com for developers; ClickZ.com for interactive marketers; and Graphics.com, for creative professionals. JupiterWeb properties include more
than 170 Web sites and over 170 e-mail newsletters that are viewed by over 20 million users and generate over 300 million page views monthly. Jupitermedia also includes: JupiterResearch, a leading international research advisory organization
specializing in business and technology market research in 18 business areas and 14 vertical markets; and JupiterEvents, which produces offline conferences and trade shows focused on IT and business-specific topics, including Search Engine
Strategies and IT Service Management Forum.
"Safe Harbor"
Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release which are not historical facts are "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and
uncertainties address a variety of subjects including, for example, the competitive environment in which Jupitermedia competes; the unpredictability of Jupitermedia's future revenues, expenses, cash flows and stock price; Jupitermedia's
ability to integrate acquired businesses, products and personnel into its existing businesses; Jupitermedia's
dependence on a limited number of advertisers; and Jupitermedia's ability to protect its intellectual property. For a more detailed discussion of
such risks and uncertainties, refer to Jupitermedia's reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this
press release, and Jupitermedia assumes no obligation to update the forward-looking statements after the date hereof.
CONTACT:
Lisa DiGiacomo
Marketing and Public Relations Associate
212-547-7938
ldigiacomo@jupitermedia.com
All current Jupitermedia Corporation press releases can be found on the World Wide Web at
http://www.jupitermedia.com/corporate/press.html

text: JUPITERMEDIA CORPORATION

text: Jupitermedia Corporation

text: Jupitermedia

text: PictureArts

text: Jupitermedia Corporation

text: PictureArts Corporation

text: Jupitermedia

text: JPMorgan Chase Bank, N.A.

text: PictureArts Corporation

text: PictureArts

text: PictureArts

text: PictureArts

text: PictureArts

text: PictureArts

text: PictureArts

text: PictureArts

text: Jupitermedia Corporation

text: Jupitermedia Corporation

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia

text: Jupitermedia Corporation


text:
EX-99.1
2
exhibit991-pressrelease115.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
LendingTree, Inc. Completes Acquisition of ValuePenguin
CHARLOTTE, N.C., (January 15, 2019) - LendingTree, Inc. (NASDAQ: TREE) announced today that its wholly-owned subsidiary, LendingTree, LLC, has completed the previously announced acquisition of Value Holding Inc., the parent company of ValuePenguin Inc., a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards.
Under the terms of the purchase agreement, Value Holding was acquired for a total consideration of $105 million, which was funded by borrowing $90 million under the Company's Revolving Credit Facility and the balance using cash on hand.
Vista Point Advisors, a San Francisco-based boutique investment bank, acted as the exclusive financial advisor to ValuePenguin in the transaction.
Inducement Grants
In connection with the acquisition of Value Holding, on January 10, 2018, the Company granted restricted stock unit awards to twenty-five key employees of Value Holding under its 2017 Inducement Grant Plan as a material inducement to entering into employment with the company. The twenty-five key employees were granted restricted stock units for an aggregate of 3,815 shares. These restricted stock units will vest, if at all, over three years from the date of closing with one-third of the total award amount vesting each year. The awards provide for accelerated vesting in the event of certain events. The awards were approved in accordance with NASDAQ Listing Rule 5635(c)(4), which requires a public announcement of these awards.
About ValuePenguin
ValuePenguin is a personal finance website that conducts in-depth research & analysis on a variety of topics from insurance to credit cards. The Company focuses on providing high-quality resources to help consumers understand the topics they're interested in. Whether its building visual tools to explain data or publishing in-depth research our goal is to provide objective analysis to help guide you to the best decision. ValuePenguin focuses on value, assessing whether the return of a particular purchase or decision is worth the cost or risk of that option, and how this stacks up with the other possible choices a consumer may have. For more information, please visit www.valuepenguin.com.
About LendingTree, Inc.
LendingTree (NASDAQ: TREE) is the nation's leading online marketplace that connects consumers with the choices they need to be confident in their financial decisions. LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of over 500 partners in one simple search, and can choose the option that best fits their financial needs. Services include mortgage loans, mortgage refinances, auto loans, personal loans, business loans, student refinances, credit cards and more. Through the My LendingTree platform, consumers receive free credit scores, credit monitoring and recommendations to improve credit health. My LendingTree proactively compares consumers' credit accounts against offers on our network and notifies consumers when there is an opportunity to save money. In short, LendingTree's purpose is to help simplify financial decisions for life's meaningful moments through choice, education and support.
LendingTree, Inc. is headquartered in Charlotte, NC. For more information, please visit www.lendingtree.com.
Investor Relations Contact:
Trent Ziegler
trent.ziegler@lendingtree.com
704-943-8294
Media Contact:
Megan Greuling
megan.greuling@lendingtree.com
704-943-8208

text: LendingTree, Inc.

text: ValuePenguin

text: LendingTree, Inc.

text: LendingTree, LLC

text: Value Holding Inc.

text: ValuePenguin

text: Value Holding

text: Vista Point Advisors

text: ValuePenguin

text: Value Holding

text: Value Holding

text: ValuePenguin

text: ValuePenguin

text: ValuePenguin

text: LendingTree, Inc.

text: LendingTree, Inc.


text:
EX-99.1
7
robk_ex991.htm
PRESS RELEASE
robk_ex991.htm
EXHIBIT 99.1
ROTATE BLACK, INC. COMPLETES ITS ACQUISITION OF THE GAMING VESSEL "THE BIG EASY"
PETOSKEY, Mich., June 16, 2010 (GLOBE NEWSWIRE) -- Rotate Black, Inc. (OTCBB:
ROBK
-
News
), a premier development and management company of global resort and casino properties, finalized its purchase of the gaming vessel "The Big Easy".
Formerly owned by Harrah's Entertainment, the 240-foot gaming vessel boasts 30,000 square feet of gaming space and two recently renovated restaurants. The casino is expected to operate 825 slot machines and 24 table games and is expected to create more than 450 new jobs.
The gaming vessel is to be docked, initially, in the Mississippi Gulf Coast. The Company anticipates operations to begin in December 2010 pending final gaming approval.
About Rotate Black, Inc.
Rotate Black, Inc. (OTCBB:
ROBK
-
News
) is a premier development and management company of global resort and casino properties. The Company makes investments specifically targeted towards the gaming industry, seeking to maximize total return from capital appreciation and income. The management and Board of Directors have extensive experience in successfully developing and managing resort properties.
Forward-Looking Statement
Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Rotate Black, Inc. disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.
Contact:
Rotate Black, Inc.
Mr. John Paulsen, Chairman & CEO
231-347-0777

text: ROTATE BLACK, INC.

text: THE BIG EASY

text: Rotate Black, Inc.

text: The Big Easy

text: Rotate Black, Inc.

text: Rotate Black, Inc.

text: Rotate Black, Inc.

text: Rotate Black, Inc.

text: John Paulsen