text:
EX-99.1
6
cmw2204e.htm
PRESS RELEASE
Exhibit 99.1
1245 "Q" Street
Lincoln, NE 68508
Phone: 402-475-2525
Fax: 402-475-9061
Contact:
Patrick
E. Beans
Chief Financial Officer
402-475-2525
NATIONAL RESEARCH
CORPORATION
ACQUIRES ASSETS OF THE
GOVERNANCE INSTITUTE
LINCOLN, Nebraska (May 30, 2006)
- National Research Corporation (NASDAQ/NM:NRCI), a leader in healthcare performance
measurement and improvement, today announced the purchase of substantially all of the
assets of The Governance Institute (TGI), a portfolio company of Housatonic Partners. TGI
provides the essential knowledge and solutions necessary for Board members, executive
management and physician leaders of hospitals and health systems to achieve excellence
across a wide array of strategic issues that confront hospitals and their Boards.
Serving
as financial advisors in connection with the transaction were Coady Diemar Partners for
NRC and The Jordan, Edmiston Group for TGI.
TGI's
best practice research, proprietary benchmarking information, world class conferences and
group of leading experts have won the company a trusted seat at the senior leadership
table of over 450 member hospitals and health systems across the country.
Commenting
on the acquisition, Michael D. Hays, chief executive officer of National Research
Corporation, said, "TGI's attractive subscription-based business model, high
renewal rates and low capital requirements, combined with its highly recognized and
trusted brand built over the past 20 years, has all the aspects one looks for in great
companies with great talent".
Jim
Rice, PhD, vice chairman of The Governance Institute, said "NRC's depth in
performance measurement and improvement content, blended with its expertise, will allow
TGI to add material value to our member organizations on the very topics of the highest
priority. This combination will not only enhance services for our current members, it will
also provide expansion of TGI member services to NRC clients and, of course, opens up
Board and executive leadership access to NRC products and services".
Pat
Beans, chief financial officer of National Research Corporation, added, "Given
TGI's historical track record for profitability, we expect this acquisition to be
accretive to NRC's 2006 earnings. As a result, we can focus our energies on growing
the business and adding client value for both TGI members and NRC clients".
-MORE-
NRC Acquires Assets of
The Governance Institute
Page 2
May 30, 2006
Founded
in 1986, The Governance Institute will remain a San Diego-based organization with
substantially all of its current associates joining the NRC family. NRC's chief
operations officer, Jona Raasch, has today been named President of TGI and will
immediately assume the day-to-day leadership.
Selected
highlights of The Governance Institute transaction include:
December 31, 2005, Year-End Performance
Membership Count
436
Membership Retention
88%
Conference Attendance
1,386
Revenues
$6.2 million
Purchase Consideration
Cash at Closing
$19.8 million
Assumed Liabilities
$2.5 million
National Research
Corporation, headquartered in Lincoln, Nebraska, is a leading provider of performance
measurement and improvement services to the healthcare industry in the United States and
Canada.
This
press release includes "forward-looking" statements related to the Company that
can generally be identified as describing the Company's future plans, objectives or
goals. Such forward-looking statements are subject to risks and uncertainties that could
cause actual results or outcomes to differ materially from those currently anticipated.
These forward-looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. For further information about the
factors that could affect the Company's future results, please see the Company's
filings with the Securities and Exchange Commission.
-END-

text:
Patrick
E. Beans

text:
NATIONAL RESEARCH
CORPORATION

text:
THE
GOVERNANCE INSTITUTE

text: National Research Corporation

text: The Governance Institute

text: NRC

text: Michael D. Hays

text:
National Research
Corporation

text: The Governance Institute

text: NRC

text: NRC

text: NRC

text:
Pat
Beans

text: National Research Corporation

text: NRC

text: NRC

text: NRC

text: The Governance Institute

text: The Governance Institute

text: NRC

text: NRC

text: The Governance Institute

text:
National Research
Corporation


dataset: buster

text:
EX-99.1
5
filing_221-4.htm
PRESS RELEASE
Exhibit 99.1 - Press Release
Exhibit 99.1
MFC Development Corp. Completes Purchase of
Adsouth Partners' Consumer Products Division
LOS ANGELES - August 7, 2006 -MFC Development Corp. (OTCBB:
MFCD
), announced today it has completed its acquisition of various assets comprising the consumer products and retail distribution division of Adsouth Partners, Inc. The deal closed in accordance with the terms of the asset purchase agreement previously announced by MFCD on June 27, 2006.
Highlights of the transaction include MFC's acquisition of rights and access to a number of promising new product opportunities, complementing MFC's existing product portfolio, as well as a dramatically broadened sales and distribution capability through the wholesale and retail pipeline developed by Adsouth. Adsouth's product distribution network includes more than 20 retail and wholesale customers providing access to over 18,000 retail locations throughout the country, including shelf space at Wal-Mart, GNC, CVS and Walgreens.
Under the terms of the purchase agreement, MFC acquired substantially all of the assets of the consumer products and retail distribution division of Adsouth Partners, Inc. in exchange for a promissory note in the principal amount of $1,525,000 and 5.5 million shares of MFC's common stock.
John Cammarano, former President and CEO of Adsouth Partners, Inc., has agreed to serve as President, Retail Sales of a new wholly owned subsidiary of MFC to be known as Adsouth Marketing LLC. Mr. Cammarano is expected to oversee the retail distribution operations of MFC, manage the transition of key creative and sales support staff to MFC as well as maintain vendor relationships and bolster sales for products already at retail. While at Adsouth, Mr. Cammarano successfully positioned over 13 sku's in over 13,000 mass retailer stores in less than two years.
"We are very pleased to announce the closing of this transaction", said Nancy Duitch, Chief Executive Officer of MFC. "Retail market penetration for MFC's products, and sustained retail relationships, are an important part of our growth strategy. We are also very pleased that John Cammarano will be heading up our retail sales operations, and I look forward to working with him in building on the solid foundation acquired from Adsouth".
About MFC Development Corp.
MFC Development Corp., which has offices in New York, Los Angeles, and Boca Raton, Florida is a consumer products, branding, marketing, and distribution company, through it's wholly owned subsidiaries. The Company is focused on leveraging a cross-platform media strategy in order to take advantage of it's expertise in multiple channels of distribution including direct marketing, continuity, traditional retail, international sales and Internet, Through a formula of combining creativity and proprietary strategic analytical tools, the Company optimizes revenue growth and profitability.
The company's newly formed Adsouth Marketing, LLC subsidiary will spearhead the increased distribution of the products which we market into the Retail environment.
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the Safe Harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Events that may arise could prevent the implementation of any strategically significant plan(s) outlined above. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company's Form 10-KSB filing, its registration statements and other filings with the United States Securities and Exchange Commission (available at
www.sec.gov
). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Contact:
MFC Development Corp.
Victor Brodsky, 914-636-3432, ext 100
InvestorRelations@wwexcellence.com

label: organization

text: MFC Development Corp.

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text: MFC

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text: MFC Development Corp.

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
v243603_ex99-1.htm
Unassociated Document
CONTACTS
From: Anthony J. DeFazio
For: Todd Jensen
DeFazio Communications, LLC
American Realty Capital Healthcare Trust, Inc.
tony@defaziocommunications.com
tjensen@arlcap.com
FOR IMMEDIATE RELEASE
American Realty Capital Healthcare Trust Acquires
Methodist North Medical Office Building and Odessa Regional Medical Center
New York, NY, December 20, 2011
- American Realty Capital Healthcare Trust, Inc. ("ARC Healthcare" or the "Company") announced that, on December 19, 2011, the Company closed its acquisition of a ground leasehold interest in a three-story outpatient center known as the Methodist North Medical Office Building, located in Peoria, Illinois, for a purchase price of approximately $24.6 million, exclusive of closing costs. In addition, the Company closed its acquisition of a ground leasehold interest in an on-campus medical office building known as the Odessa Regional Medical Center, located in Odessa, Texas, for a purchase price of approximately $7.4 million, exclusive of closing costs. These two acquisitions increase the total size of ARC Healthcare's portfolio to approximately $161.2 million comprised of 11 properties. The two acquisitions total 112,522 square feet.
The Methodist North Medical Office Building is 100% leased to Methodist Services, Inc., an Illinois not for profit subsidiary of the ground lease guarantor, Methodist Health Services Corporation, pursuant to two tenant leases. The tenant leases expire in January and February 2025, respectively. The ground lease, which commenced in July 2008, has an initial term of 50 years that expires in July 2058. The ground lease contains two 25-year renewal options.
The Odessa Regional Medical Center is 100% leased to Odessa Regional Hospital, LP., a subsidiary of the guarantor, IASIS Healthcare Corporation. The tenant lease expires in May 2023. The ground lease, which commenced in July 2007, has an initial term of 50 years that expires in July 2057. The ground lease contains two 25-year renewal options.
American Realty Capital Healthcare Trust, Inc. is a publicly registered, non-traded real estate investment program.
To arrange interviews with executives of American Realty Capital Healthcare Trust, Inc. please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.

override: organization


text:
EX-99.1
7
ex99_1.htm
Stratean
Augments Renewable Energy Portfolio, Acquires CleanSpark
CleanSpark
Has Executed Multi-Year Contracts to Provide Distributed Energy Resource Management Systems at Military Bases; Acquisition Combines
Stratean Gasification Technology with Advanced Energy Software Technology to Enable End-to-End Renewable, Reliable Energy Management
SALT
LAKE CITY, UT / ACCESSWIRE / July 7, 2016 / Stratean, Inc. (OTC: SRTN), the developer of a patented and revolutionary "stratified"
downdraft gasifier, today announced the company has acquired CleanSpark, a leading provider of engineering, software and controls
for innovative distributed energy resource management systems, in an all-equity transaction valued at approximately $36 million.
The
acquisition provides Stratean with a revenue-generating platform and significantly expands the capabilities of Stratean in the
rapidly growing renewable energy sector. The acquisition transfers ownership of CleanSpark's operational subsidiaries, patent-pending
fractal grid software technology, contracts, patents, other software and related assets to Stratean. CleanSpark has existing,
executed contracts with a military base, a golf course, and other campuses to deploy and maintain solar microgrids, utilizing
CleanSpark's innovative software to manage energy consumption and production. Stratean's gasifier is capable of providing a baseload
energy source to augment CleanSpark's energy management software and control platform technology, sold under the mPulse brand,
enabling customers to gain further independence from the energy grid.
Matthew
Schultz, Chief Executive Officer of Stratean, Inc., commented, "This acquisition combines the revolutionary, energy management
software and technologies of CleanSpark with our innovative gasification technology to enable end-to-end, completely autonomous
power to microgrid energy systems. By providing CleanSpark with an infusion of capital and complete access to a baseload source
of renewable energy, we plan to integrate the technologies into a unified solution that will take both our patented gasifier and
CleanSpark's offerings to the next level".
"CleanSpark
has invested nearly $8 million to develop and bring to market its mPulse software technology used in FractalGrid deployments,"
continued Schultz. "The success of the company's existing installation at Camp Pendleton clearly demonstrates the market
viability and efficacy of the technology as the pursuit of clean, reliable and secure energy accelerates. By integrating our technologies,
we are positioning Stratean at the forefront of the U.S. microgrid market which is projected to increase almost 300% from $225
million in 2016 to nearly $1 billion in 2020".
Transaction
Details
As
consideration, CleanSpark's existing unit holders "CleanSpark" are entitled to 6 million Stratean common shares ("shares")
and 4.5 million warrants at a strike price of $1.50 with a five-year expiration. The shares are subject to a one-year lock-up
period designated by the agreement. At closing, CleanSpark holders will own approximately 22.3% of the issued and outstanding
Stratean shares (after giving effect to the acquisition). Assuming CleanSpark's owners exercise the warrants and the vesting of
the shares at the conclusion of the lock-up period, the Group may hold up to 39.1% of the issued and outstanding Stratean shares.
The
acquisition has been approved by the Board of directors of Stratean Inc. and Cleanspark Holdings, LLC.
About
CleanSpark
CleanSpark
offers advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges.
By integrating new and existing energy generation and storage assets with advanced load management capacities, CleanSpark's software
allows energy generated locally to be shared with other interconnected microgrids. This unique capability enables microgrids to
be scaled and widely adopted for commercial, industrial, military, municipal, and remote community deployment.
The
effectiveness of the company's products and services is evident at the School of Infantry in the 52 Area of Marine Corps Base
Camp Pendleton. In 2013, CleanSpark was subcontracted to provide design, development, integration and installation services for
the FractalGrid at Camp Pendleton. The project integrated CleanSpark's proprietary mPulse software and controls platform with
a variety of energy storage technologies, existing and planned for in the future, to store solar energy generated by existing
fixed-tilt solar photovoltaic panels and fifteen dual axis tracking concentrated photovoltaic units. CleanSpark's distributed
controls combine the generation and storage technologies to create four separate microgrids that self-align together to create
a larger microgrid that ties directly into the larger utility grid at the 12kV level, allowing the base to consume energy from
the most reliable, affordable source at any given time. The system can provide a 100% renewable and sustainable solution to energy
security.
In
the event of an outage or other energy surety threat, the software demonstrated its ability to autonomously separate the microgrids
from the utility and operate them independently in "island" mode. Once energy from the grid is stabilized, CleanSpark's
platform demonstrated its ability to reconnect the microgrid to the utility.
Each
individual fractal microgrid can work independently or in concert as the larger 1.1MW FractalGrid, sharing data and energy throughout
the group to improve efficiency, protect critical circuits, manage supply and demand, and allow for maintenance or repairs, as
needed. The entire installation provides the Marine Corps and Department of the Navy with reliable energy security with a built-in
cyber defense-in-depth posture.
CleanSpark
and its wholly owned subsidiaries generated over $14 million in revenue since inception in late 2013, and currently have more
than $2.6 million in executed long-term agreements including exercisable options and potential contract extensions, along with
a growing pipeline of opportunities.
For
more information on CleanSpark, please visit
http://www.cleanspark.com
.
About
Stratean, Inc.
From
the trash can to the gas can, Stratean, Inc. has successfully designed, engineered, manufactured and patented a revolutionary
"stratified" downdraft gasifier. Our partners, such as Petersen, Inc., ICON Renewables, Combustion Resources and others have worked
with us to create a logical solution for
profitably
handling MSW, Coal, Plastics, Municipal Sewage and many other feedstocks. All with ZERO airborne emissions. We've aligned ourselves
with research universities such as Utah State University, The University of Utah, and BYU to certify and maximize the efficiencies
and production of our
technology.
To learn more, visit http://www.stratean.com/.
2
Information
about Forward-Looking Statements
Statements
in this press release relating to plans, strategies, testing and operational performance, projections of results of specific activities
and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. This release contains "forward-looking statements" that include information
relating to future events and future financial and operating performance. The words "may", "would", "will,"
"expect", "estimate", "can", "believe", "potential" and similar expressions
and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a
guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that
performance or those results will be achieved. Forward-looking statements are based on information available at the time they
are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the
Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships,
the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial
strength to support its growth, and other information that may be detailed from time-to-time in the Company's filings with the
United States Securities and Exchange Commission (the "SEC"). For a more detailed description of the risk factors and
uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http://www.sec.gov.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Website:
http://www.stratean.com
Contact:
Investor
Relations:
Brett
Maas, Managing Partner, Hayden IR,
(646)
536-7331, brett@haydenir.com
SOURCE:
Stratean, Inc.
3

text: Stratean

text: CleanSpark

text: CleanSpark

text: Stratean

text: Stratean, Inc.

text: CleanSpark

text: Stratean

text: Stratean

text: CleanSpark

text: Stratean

text: CleanSpark

text: CleanSpark

text: Stratean

text: CleanSpark

text:
Matthew
Schultz

text: Stratean, Inc.

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: Stratean

text: CleanSpark

text: CleanSpark

text: Stratean

text: CleanSpark

text: Stratean

text: CleanSpark

text: Stratean

text: Cleanspark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: CleanSpark

text: Stratean, Inc.

text: Stratean, Inc.

text:
Brett
Maas

text: Stratean, Inc.


text:
EX-99.1
5
ex99_1.txt
EXHIBIT 99.1
EXHIBIT 99.1
RICK'S CABARET COMPLETES ACQUISITION OF CENTERFOLDS GENTLEMAN'S CLUB IN SAN
ANTONIO, ITS THIRD NIGHTCLUB IN GROWING TEXAS MARKET
HOUSTON--(BUSINESS WIRE)--Aug. 24, 2006--Rick's Cabaret International, Inc.
(NASDAQ: RICK - News), the publicly traded chain of adult nightclubs, said today
---- ----
its subsidiary RCI Debit Services, Inc., has completed the acquisition of
Centerfolds Gentleman's Club in San Antonio, Texas (5418 Brewster Street).
Additionally, its subsidiary RCI Holdings, Inc. has completed the acquisition of
the real property where Centerfolds is located.
The former Centerfolds will become an upscale Rick's Cabaret, featuring
beautiful and personable entertainers in a luxurious setting, the model the
company uses at its existing Rick's Cabaret clubs in New York City, Houston,
Charlotte and Minneapolis.
Under terms of the transaction, the Rick's Cabaret subsidiaries are paying a
total of $2.9 million for the club, along with an 18,000 square foot building
and accompanying real estate. Of this amount, $600,000 was paid in cash at the
closing and the remaining amount is being financed through promissory notes that
are not convertible into Rick's Cabaret stock. Key former owners have entered
into non-compete agreements.
"This is an important acquisition for us and we are looking forward to
introducing the upscale Rick's Cabaret model into the very dynamic San Antonio
market", said Eric Langan, CEO of Rick's Cabaret.
With today's acquisition Rick's Cabaret now operates three clubs in the San
Antonio market. The company has operated an XTC Cabaret (2023 Sable Lane) for
several years. On July 11th, Rick's Cabaret acquired the former Club Exotica
(4102 Naco Perrin Street), which is now operating as an upscale Club Onyx,
catering to African-American gentlemen.
The newest club is conveniently located in North San Antonio directly off the
busy I-35 artery. San Antonio is one of the fastest growing cities in the United
States. The U.S. Census Bureau announced last month that among the 10 largest
cities San Antonio has replaced San Diego as the nation's seventh most populous
city. Along with population growth, San Antonio has also witnessed strong
economic and employment growth primarily attributed to its stable economic
sectors.
About Rick's Cabaret
Rick's Cabaret International, Inc. (NASDAQ: RICK - News, ricks.com - News)
---- ---- --------- ----
operates upscale adult nightclubs serving primarily businessmen and
professionals that offer live adult entertainment, restaurant and bar
operations. The company owns and operates or licenses adult nightclubs in New
York City, New Orleans, Charlotte, Houston, Minneapolis and other cities under
the names "Rick's Cabaret", "XTC" and "Club Onyx." No sexual contact is
permitted at any of these locations. Rick's Cabaret also owns the adult Internet
membership Web site, couplestouch.com, and a network of online adult auction
sites under the flagship URL naughtybids.com. Rick's Cabaret common stock is
traded on NASDAQ under the symbol RICK. For further information contact
ir@ricks.com or visit ricks.com.
------------
Forward-looking Statements:
This press release may contain forward-looking statements that involve a number
of risks and uncertainties that could cause the company's actual results to
differ materially from those indicated in this document, including the risks and
uncertainties associated with operating and managing an adult business, the
business climates in New York City and elsewhere, the success or lack thereof in
launching and building the company's businesses in New York City and elsewhere,
risks and uncertainties related to the operational and financial results of our
Web sites, conditions relevant to real estate transactions, and numerous other
factors such as laws governing the operation of adult entertainment businesses,
competition and dependence on key personnel. Rick's has no obligation to update
or revise the forward-looking statements to reflect the occurrence of future
events or circumstances. For further information go to ricks.com.
Contact:
Rick's Cabaret International, Inc.
Allan Priaulx, 212-338-0050
ir@ricks.com
------------

text: RICK'S CABARET

text: CENTERFOLDS GENTLEMAN'S CLUB

text: Rick's Cabaret International, Inc.

text: RCI Debit Services, Inc.

text: Centerfolds Gentleman's Club

text: RCI Holdings, Inc.

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Eric Langan

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret International, Inc.

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret

text: Rick's Cabaret International, Inc.


text:
EX-99.2
3
a2201242zex-99_2.htm
EX-99.2
Exhibit 99.2
PRESS RELEASE
CSL010023
12/2/10
Carlisle Companies Incorporated Announces Completion of
Acquisition of Hawk Corporation
CHARLOTTE,
NORTH CAROLINA, Dec. 2, 2010 - Carlisle Companies Incorporated (NYSE:
CSL), today announced that it has successfully completed the acquisition of
Hawk Corporation (NYSE Amex: HWK) by means of a short-form merger effected
under Delaware law.
On December 1, 2010,
Carlisle announced the successful completion of the tender offer by its wholly
owned subsidiary, HC Corporation, for all of the outstanding shares of Hawk Class A
common stock (the "Shares"). Following
this announcement, on December 1, 2010, Carlisle and HC Corporation
effected the "short-form" merger of HC Corporation with and into Hawk, with
Hawk continuing as the surviving corporation and wholly owned by Carlisle, in
accordance with the Agreement and Plan of Merger, dated October 14, 2010,
among Carlisle, HC Corporation and Hawk.
As a result of the purchase of Shares in the tender offer, Carlisle and
HC Corporation had sufficient voting power to approve the merger without the
affirmative vote of any other stockholder of Hawk. In the merger, each Share not previously
purchased in the tender offer was converted, subject to appraisal rights, into
the right to receive $50.00, net to the seller in cash, without interest, less
any applicable withholding taxes.
As
a result of the completion of the merger, December 1, 2010, was the last
day Hawk Class A common stock traded on the NYSE Amex.
About Carlisle Companies Incorporated
Carlisle
is a diversified global manufacturing company serving the construction
materials, commercial roofing, specialty tire and wheel, power transmission,
heavy-duty brake and friction, foodservice, aerospace, and test and measurement
industries.
CONTACT: Steven J. Ford
Vice President & Chief Financial Officer
Carlisle
Companies Incorporated
(704)
501-1100
http://www.carlisle.com

text: Carlisle Companies Incorporated

text: Hawk Corporation

text: Carlisle Companies Incorporated

text: Hawk Corporation

text: Carlisle

text: Hawk

text: Carlisle

text: Hawk

text: Hawk

text: Carlisle

text: Carlisle

text: Hawk

text: Carlisle

text: Hawk

text: Hawk

text: Carlisle Companies Incorporated

text: Carlisle

text: Steven J. Ford

text:
Carlisle
Companies Incorporated


text:
EX-99.1
2
a11-26122_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Hertz Contacts:
Leslie Hunziker
Hertz Investor Relations
(201) 307-2337
lhunziker@hertz.com
Richard Broome
Hertz Media Relations
(201) 538-9212
rbroome@hertz.com
Donlen Contact:
Suzanne Deveney
Donlen VP, Brand Management
(847) 412-5238
sdeveney@donlen.com
HERTZ COMPLETES ACQUISITION OF DONLEN CORPORATION
PARK RIDGE, NJ, Sept, 1 2011
- Hertz Global Holdings, Inc. ("Hertz") (NYSE: HTZ) announced that it has completed the acquisition of Donlen Corporation ("Donlen"), a leading provider of fleet leasing and management services. The acquisition was funded by $177 million in cash proceeds from Hertz and the assumption of $770 million in Donlen fleet debt.
Donlen provides Hertz an immediate leadership position in long-term car, truck and equipment leasing and fleet management. This transaction is part of the overall growth strategy of Hertz to provide the most flexible transportation programs for corporate and general consumers.
Mark P. Frissora, the Chairman and Chief Executive Officer of Hertz, said, "The acquisition of Donlen is consistent with the evolution of Hertz's asset-light, technology focused business model and is part of the Company's overall growth strategy to provide the most flexible transportation programs for corporate and retail customers. Integrating Donlen into the Hertz family of products gives us a yearly and multi-year offering that complements our current core competencies of hourly, daily and monthly car sharing and car rental options and provides the Company with a more stable revenue stream and new adjacent markets to leverage our existing business model".
With more than 144,000 vehicles under lease and management across the United States, Canada and Mexico, Donlen generates revenue through its high-quality, diversified lease portfolio and its fee-based fleet management and services business. For over a decade, Donlen has posted consistent increases in pre-tax income, a trend that continued throughout the recession in 2008 and 2009. In 2010 Donlen generated gross billings of approximately $920 million and revenues of approximately $350 million. The transaction is immediately accretive to Hertz's earnings and is EVA positive in year one.
ABOUT HERTZ
The Hertz Corporation - a subsidiary of Hertz Global Holdings, Inc. - is the world's largest general use car rental brand, operating from approximately 8,000 locations in approximately 150 countries worldwide. Hertz is the number one airport car rental brand in the U.S. and at 94 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Asia, Australia and New Zealand. In addition, the
Company has licensee locations in cities and airports in Africa and the Middle East. Product and service initiatives such as Hertz #1 Club Gold(R), NeverLost(R) customized, onboard navigation systems, SIRIUS XM Satellite Radio, and unique cars and SUVs offered through the Company's Adrenaline and Green Traveler Collections, set Hertz apart from the competition. In 2008, the Company entered the global car sharing market in London, New York City and Paris. Hertz also operates one of the world's largest equipment rental businesses, Hertz Equipment Rental Corporation, offering a diverse line of equipment, including tools and supplies, as well as new and used equipment for sale, to customers ranging from major industrial companies to local contractors and consumers from approximately 315 branches in the United States, Canada, France, Spain, Italy, China and Saudi Arabia, as well as through its international licensees.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risk and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Examples include statements regarding the benefits and impact of the proposed transaction, including accretion to earnings, the combined company's ability to achieve the synergies and value creation that are contemplated by the parties, Hertz's ability to promptly and effectively integrate Donlen's business, and the diversion of management time on transaction-related issues. Additional examples of forward-looking statements include information concerning Hertz's or the combined company's outlook, anticipated revenues, results of operations and implementation of productivity and efficiency initiatives, and the anticipated savings and restructuring charges expected to be realized or incurred in connection therewith, as well as any other statement that does not directly relate to any historical or current fact.
These forward-looking statements often include words such as "believe", "expect", "project", "anticipate", "intend", "plan", "estimate", "seek", "will", "may", "would", "should", "could", "forecast" or similar expressions. These statements are based on certain assumptions that Hertz has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in these circumstances. Hertz believes these judgments are reasonable, but you should understand that no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial conditions of Hertz or the combined company, due to a variety of important factors, both positive and negative. Among other items, such factors could include the overall strength and stability of general economic conditions, both in the United States and in global markets, including the timing and strength of the current recovery; levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets and the impact of disruptions or reductions in air travel resulting from airline bankruptcies, industry consolidation, capacity reductions, pricing actions or other events; the effect of significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in Hertz's markets, including on its pricing policies or use of incentives; its ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability; its ability to accurately estimate future levels of rental and leasing activity and adjust the size of its fleets accordingly; the impact of safety recalls by the manufacturers of its rental and leased vehicles and equipment; the impact of a major disruption in its communication or centralized information networks or payment systems; and changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may materially affect its operations or the cost thereof.
Hertz cautions you that you should not rely unduly on these forward-looking statements, which reflect its current beliefs and are based on information currently available. All forward-looking statements attributable to Hertz or persons acting on Hertz's behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Hertz undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information concerning these statements and other factors can be found in Hertz's filings with the SEC, including the Annual Reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents Hertz has filed.

text: Hertz

text: Hertz

text: Hertz

text:
Suzanne Deveney
Donlen

text: HERTZ

text: DONLEN CORPORATION

text: Hertz Global Holdings, Inc.

text: Hertz

text: Donlen Corporation

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: HERTZ

text: Hertz

text: Hertz Global Holdings, Inc.

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

text: Hertz

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text: Hertz

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text: Hertz

text: Hertz

text: Hertz


text:
EX-99.1
2
exhibit99112312015.htm
TC PIPELINES LP PRESS RELEASE
exhibit99112312015.htm
Exhibit 99.1
News
Release
TC PipeLines Completes Acquisition of PNGTS Interest
HOUSTON, Texas -
January 4, 2016
- TC PipeLines, LP (NYSE:TCP) today announced the closing of the previously announced acquisition of a 49.9 percent interest in Portland Natural Gas Transmission System (PNGTS) from TransCanada Corporation effective January 1, 2016. The acquisition is expected to be immediately accretive to distributable cash flow and earnings.
TC PipeLines, LP is a Delaware master limited partnership with interests in seven federally regulated U.S. interstate natural gas pipelines which serve markets in the Western, Midwestern and Eastern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary of TransCanada Corporation (NYSE:TRP). For more information about TC PipeLines, LP, visit the Partnership's website at
www.tcpipelineslp.com
.
This release contains certain "forward-looking statements" as defined under federal securities laws relating to expectations, beliefs, projections and future financial performance or assumptions, including expected accretion to distributable cash flow and earnings resulting from the acquisition of the 49.9 percent interest in PNGTS. These statements are based on current expectations and, therefore, are subject to a variety of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including the accuracy of assumptions used to estimate distributions from PNGTS to the Partnership. These and other factors that could cause future results to differ materially from those anticipated in the forward-looking statements are discussed in the Partnership's Form 10-K and other filings with the Securities and Exchange Commission. All forward-looking statements in this release are made only as of the date hereof and we undertake no obligation to update any forward-looking statements to reflect new information, subsequent events or other changes.
-30-
Media Inquiries:
Mark Cooper/
403.920.7859
Terry Cunha
800.608.7859
Unitholder and Analyst Inquiries:
Rhonda Amundson
877.290.2772
investor_relations@tcpipelineslp.com

text: TC PipeLines

text: TC PipeLines, LP

text: TransCanada Corporation

text: TC PipeLines, LP

text: TC PipeLines

text: TransCanada Corporation

text: TC PipeLines, LP


text:
EX-99.1
5
dex991.htm
PRESS RELEASE, DATED JANUARY 3, 2005
Press Release, dated January 3, 2005
Exhibit 99.1
January 3, 2005
Sally O. Thiel, Director
Jo Ann Lehtihet
Investor Relations
Media Relations
C-COR
C-COR
(814) 231-4402, email: sthiel@c-cor.net
(814) 231-4438, email:
jlehtihet@c-cor.net
C-COR COMPLETES
PURCHASE OF nCUBE
State College, PA (January 3, 2005)
- C-COR Incorporated (Nasdaq: CCBL), a global provider of interoperable network solutions that include access and transport products, software systems, and technical services, all for the On Demand Internet Protocol (IP) era, today announced
that it has completed the acquisition of nCUBE Corporation under the terms and conditions of the agreement previously announced on October 20, 2004. Beaverton, Oregon-based nCUBE Corporation is a privately held company and worldwide provider of On
Demand media and digital advertising systems. With the completion of this purchase, nCUBE will be integrated with the Company's current software business unit, C-COR Solutions. Michael J. Pohl, President and Chief Executive Officer of nCUBE,
will become President of C-COR Solutions.
The purchase of
nCUBE follows four significant acquisitions completed by C-COR during 2004 as part of its strategic plan to aggregate essential enabling capabilities-including optical transport equipment, OSS (operations support systems) software, and
technical support services-required by the next generation of Internet Protocol (IP) broadband and telecommunications networks. Using digital technology and IP packet-based open standards, these fiber-based networks will carry On Demand
subscriber services that will revolutionize communications in the home and business.
With the acquisition of nCUBE, C-COR will bring a set of capabilities that will allow broadband network operators to profitably transition to an IP packet-based, On Demand delivery system in two key ways: first, by
building the highway for delivery of optical packet transport services, and second, by helping broadband and telecommunications network operators to more efficiently manage their businesses with the industry's most complete and sophisticated
suite of interoperable back office automation tools for network, content, subscriber, and workforce management.
About C-COR (www.c-cor.net)
C-COR offers world-class, market-focused business solutions for cable operators, telephone companies, broadcasters, and
other private and public sector entities. C-COR's solutions simplify the transition to Internet Protocol (IP) demand-oriented networks by delivering interoperable, modular products in sync with IP network upgrade cycles. The Company's
products and services include a suite of automation software that facilitates management of content, network, subscribers, and workforce, with more than 100 deployments worldwide; next-generation optical transport products; on-demand video systems
with implementations in more than 20 countries; and a range of network assurance and technical services that allows operators to design and keep their networks operating at peak performance. Leading network operators through the transition to the on
demand IP era, C-COR leverages its dedicated global workforce to deliver solutions for lowering risk, increasing profit, and effectively managing change. C-COR's common stock is listed on the Nasdaq National Market (Symbol: CCBL) and is a
component of the Russell 2000 Stock Index.
Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company's judgment regarding future events, and are based on currently available information. Although the Company believes it has a reasonable basis
for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of known and unknown uncertainties. Factors which could cause actual
results to differ from expectations include, among others, capital spending patterns of the communications industry, changes in regard to significant customers, the demand for network integrity, the trend toward more fiber in the network, the
Company's ability to develop new and enhanced products, the Company's ability to provide complete network solutions, continued industry consolidation, the development of competing technology, the global demand for the Company's
products and services, and the Company's ability to complete and integrate acquisitions and achieve its strategic objectives. For additional information concerning these and other important factors that may cause the Company's actual
results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission.

text: Sally O. Thiel

text: C-COR

text: C-COR

text: C-COR

text: nCUBE

text: C-COR Incorporated

text: nCUBE Corporation

text: nCUBE Corporation

text: nCUBE

text: C-COR

text: Michael J. Pohl

text: nCUBE

text: C-COR

text: nCUBE

text: C-COR

text: nCUBE

text: C-COR

text: C-COR

text: C-COR

text: C-COR

text: C-COR

text: C-COR


text:
EX-99.3
17
a16-14183_1ex99d3.htm
EX-99.3
Exhibit 99.3
FOR IMMEDIATE RELEASE
Contact:
Brad Shepherd, Director, Investor Relations
(617) 796-8245
Five Star Announces $112.4 Million Sale Leaseback and
Amends Certain Management Arrangements
Newton, MA
(June 29, 2016): Five Star Quality Care, Inc. (NYSE: FVE) today announced that it has entered a $112.4 million sale and leaseback transaction with Senior Housing Properties Trust (NYSE: SNH) for seven assisted living communities (545 living units) located in four states (North Carolina: 3; South Carolina: 2; Tennessee: 1; and Virginia: 1). Simultaneously with the sale of these communities, Five Star entered a combination lease for these communities for 12.5 years plus renewal options thereafter. The initial rent payable by Five Star will be $8.4 million/year. The net sale price realized for these seven communities was approximately $81.8 million in excess of net book value and, under generally accepted accounting principles, Five Star will amortize this gain as a reduction of rent expense during the lease term.
Five Star intends to use the proceeds it receives from the sale and leaseback transaction to repay in full amounts outstanding under its secured revolving credit facility which had $60 million outstanding on June 28, 2016, and for general business purposes. Some of the communities sold to SNH previously served as collateral for the Company's $150 million credit facility and availability under that facility was reduced according to the formula in that facility. After the sale of the seven communities, Five Star continues to own 26 senior living communities (2,666 living units), including 10 communities which are unencumbered.
Simultaneously with entering the sale and leaseback transaction, Five Star and SNH also amended certain terms of the agreements under which Five Star manages 63 senior living communities (8,428 living units) for taxable REIT subsidiaries of SNH, as follows:
· the formula for calculating management fees payable to Five Star for communities that Five Star commenced managing after May 1, 2015, (17 communities with 1,172 living units) changed from three percent (3%) of gross revenues and thirty five percent (35%) of net operating income that exceeds threshold amounts to five percent (5%) of gross revenues and twenty percent (20%) of net operating income that exceeds threshold amounts; and
· certain other amendments were made to the formulas for calculating management fees payable to Five Star which are not expected to have a current material impact on Five Star, but may allow Five Star to realize additional management fees from participation in the net operating income at the managed communities sooner than before the formulas were amended.
"This transaction allows us to recognize and utilize a portion of the value of Five Star's owned real estate to improve our financial position while preserving the properties' operating economics within our portfolio", said Bruce Mackey, President and Chief Executive Officer of Five Star. "Additionally, the amendments to our management arrangements with SNH will increase management fee revenue from certain managed communities".
Five Star was formerly a 100% owned subsidiary of SNH and SNH is Five Star's largest shareholder, owning 4,235,000 of Five Star's shares. One of Five Star's Directors is also a Trustee of SNH. Both Five Star and SNH have contracted for management services from The RMR Group LLC, the operating subsidiary of The RMR Group Inc. (NASDAQ: RMR). Because of these historical and continuing relationships, the terms of the sale and leaseback as well as the amendments to the management arrangements under which Five Star serves as manager for SNH described in this press release were negotiated and approved by Special Committees of Five Star's Independent Directors and SNH's Independent Trustees who are not also Directors or Trustees of the other party and who are independent of RMR, and these Committees were represented by separate legal counsel.
Five Star Quality Care, Inc. is a senior living and healthcare services company. As of March 31, 2016, Five Star owned, leased and managed a total of 274 senior living communities with 31,051 living units located in 32 states (excluding one community classified as discontinued operations). These communities offer independent living, assisted living and skilled nursing services. Five Star is headquartered in Newton, MA.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES STATEMENTS AND HAS IMPLICATIONS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER FIVE STAR USES WORDS SUCH AS BELIEVES, EXPECTS, INTENDS, ANTICIPATES, ESTIMATES, WILL, MAY OR SIMILAR EXPRESSIONS, FIVE STAR IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON FIVE STAR'S CURRENT INTENT, BELIEFS, OR EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED BY FORWARD LOOKING STATEMENTS. FOR EXAMPLE:
· THIS PRESS RELEASE STATES THAT THE INITIAL RENT PAYABLE BY FIVE STAR FOR THE SEVEN COMMUNITIES SOLD TO SNH WILL BE $8.4 MILLION. THAT RENT AMOUNT IS SUBJECT TO FUTURE INCREASES IN THE EVENT FIVE STAR REQUESTS AND SNH AGREES TO PURCHASE IMPROVEMENTS TO THE LEASED COMMUNITIES; AND, STARTING AFTER 2017, INCREASED RENT MAY BE PAYABLE BY FIVE STAR TO SNH CALCULATED AS A PERCENTAGE OF REVENUE INCREASES AT THE LEASED COMMUNITIES.
· THIS PRESS RELEASE STATES THAT CERTAIN AMENDMENTS WERE MADE TO THE FORMULAS FOR CALCULATING MANAGEMENT FEES PAYABLE TO FIVE STAR
WHICH MAY ALLOW FIVE STAR TO PARTICIPATE IN NET OPERATING INCOME SOONER THAN BEFORE THE FORMULAS WERE AMENDED. FIVE STAR'S ABILITY TO REALIZE MANAGEMENT FEES BY PARTICIPATING IN THE NET OPERATING INCOME OF ITS MANAGED COMMUNITIES DEPENDS UPON THOSE COMMUNITIES ACHIEVING INCOME IN EXCESS OF THRESHOLD AMOUNTS. THE THRESHOLD AMOUNTS MAY INCREASE WHEN THE COMMUNITY OWNER INVESTS IN IMPROVEMENTS TO THE MANAGED COMMUNITIES. THERE IS NO ASSURANCE THAT THE NET OPERATING INCOME FROM THE MANAGED COMMUNITIES WILL EXCEED THE THRESHOLDS OR THAT FIVE STAR WILL EARN INCREASED MANAGEMENT FEES IN THE FUTURE.
· THIS PRESS RELEASE STATES THAT THE TERMS OF THE TRANSACTIONS ANNOUNCED TODAY WERE NEGOTIATED AND APPROVED BY SPECIAL COMMITTEES OF FIVE STAR'S INDEPENDENT DIRECTORS AND SNH'S INDEPENDENT TRUSTEES WHO ARE NOT ALSO DIRECTORS OR TRUSTEES OF THE OTHER PARTY AND WHO ARE INDEPENDENT OF RMR, AND THAT THESE COMMITTEES WERE REPRESENTED BY SEPARATE LEGAL COUNSEL. AN IMPLICATION OF THESE STATEMENTS IS THAT THE TERMS OF THESE TRANSACTIONS WERE SIMILAR TO THE TERMS THAT WOULD HAVE BEEN ACHIEVED BY NEGOTIATIONS BETWEEN UNRELATED PARTIES. FIVE STAR CAN PROVIDE NO ASSURANCE THAT THE TERMS OF THESE TRANSACTIONS ARE THE SAME AS WOULD HAVE BEEN ACHIEVED BY NEGOTIATIONS BETWEEN UNRELATED PARTIES. ALSO, THE FACT THAT THESE TERMS WERE NEGOTIATED AND APPROVED BETWEEN RELATED PARTIES MAY CAUSE SOMEONE TO CHALLENGE THESE AGREEMENTS AND SUCH CHALLENGES MAY BE EXPENSIVE TO DEFEND EVEN IF THE CHALLENGES ARE WITHOUT MERIT.
THE INFORMATION CONTAINED IN FIVE STAR'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS" IN FIVE STAR'S PERIODIC REPORTS OR INCORPORATED THEREIN, COULD CAUSE FIVE STAR'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED IN THIS PRESS RELEASE. FIVE STAR'S FILINGS WITH THE SEC ARE AVAILABLE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV
.
FOR THESE AND OTHER REASONS, INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS OR THEIR IMPLICATIONS.
EXCEPT AS REQUIRED BY LAW, FIVE STAR DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
(END)

text: Brad Shepherd

text: Five Star

text: Five Star Quality Care, Inc.

text: Senior Housing Properties Trust

text: SNH

text: Five Star

text: Five Star

text: Five Star

text: Five Star

text: SNH

text: Five Star

text: Five Star

text: SNH

text: Five Star

text: SNH

text: Five Star

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text: Bruce Mackey

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text: SNH

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text: SNH

text: Five Star

text: Five Star

text: Five Star

text: SNH

text: Five Star

text: SNH

text: Five Star

text: SNH

text: Five Star

text: SNH

text: Five Star Quality Care, Inc.

text: Five Star

text: Five Star

text: FIVE STAR

text: FIVE STAR

text: FIVE STAR

text: FIVE STAR

text: SNH

text: FIVE STAR

text: SNH

text: FIVE STAR

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text: FIVE STAR

text: FIVE STAR

text: FIVE STAR

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text: SNH

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text: FIVE STAR

text: FIVE STAR


text:
EX-99.1
8
mdiz_exh991.htm
PRESS RELEASE
MDI, Inc.
Exhibit 99.1
MDI ASSUMES ASSETS OF MONITOR DYNAMICS, LEARNSAFE AND SETTLES LAWSUITS
SAN ANTONIO, Dec. 23, 2009 (GLOBE NEWSWIRE) -- MDI, Inc. (Pink Sheets:MDIZ), announced today that it has settled its lawsuits with 214 Investments, Inc., Monitor Dynamics, Inc., Collier Sparks & Richard Larsen. In exchange for a mutual release of the parties, MDI acquired all of the assets of 214 Investments, Inc., including those related to Monitor Dynamics, Inc. and LearnSafe, excluding those assets related to specific sensitive U.S. government contracts for which MDI has been issued an option to purchase in exchange for cancellation of the existing note if, and when, MDI complies with applicable government regulations pertaining to foreign controlled entities accessing sensitive U.S. government data.
Pursuant to the agreements dated December 18, 2009, MDI has executed a mutual release with 214 Investments, Inc., Monitor Dynamics, Inc., Collier Sparks, and Richard Larsen, and dismissed pending lawsuits which MDI filed in November. As consideration for the release of its claims, MDI acquired a majority of the assets of 214 Investments, Inc. and Monitor Dynamics, Inc. including, but not limited to customer contracts, fixed assets, accounts receivable and LearnSafe(R) excluding those assets which are directly related to sensitive U.S. government contracts which will remain in 214 Investments, Inc. as a U.S. owned company. Additionally, MDI and 214 have entered into several ancillary agreements including (i) an Amended and Restate Note Agreement that converts the prior unsecured note to a senior secured note; (2) an Option Agreement, which provides MDI the option to acquire 214's government business in return for the cancellation of the note upon MDI's compliance with certain government requirements pursuant to foreign-owned or controlled entities; and, (3) a Services and Non-Competition Agreement, which limits 214 Investments to service only those aforementioned sensitive U.S. government contracts and which requires 214 Investments to purchase all services and products from MDI, provided that such purchases do not adversely affect said sensitive U.S. government contracts. Sparks and Larsen have no further involvement with 214 Investments, Monitor Dynamics or MDI.
About MDI
MDI, Inc. companies deliver security technology products, services and training for high-security government, commercial and educational markets on an international scale. MDI's security division currently protects over 10 million alarm points across the globe for many of the world's most recognized organizations including Microsoft, Bank of America, John Deere, Pepsi, Fidelity Investment, American Express, Department of Defense, IRS, Disney, Smithsonian Institution, San Diego Unified School District and MIT to name a few. MDI has received numerous industry awards for their security technology including Frost & Sullivan's Security System Technology Leadership Award and the Security Industry Association's Best Integrated Product Award for 2006. For more information on MDI or its diversified line of products and professional services, please visit www.mdisecure.com.
The MDI, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6746
Forward-Looking and Cautionary Statements
Except for historical information and discussions contained herein, certain statements included in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this document, other than statements of historical fact, that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate", "estimate", "project", "forecast", "plan", "may", "will", "should", "expect" and other words of similar meaning. Investors should not rely on forward-looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the Company's expectation. Additional information concerning risk factors is contained from time to time in the Company's SEC filings. The Company expressly disclaims any obligation to update the information contained in this release.
CONTACT: MDI, Inc.
Investor Contact:
Lori Jones
210-404-9551
www.mdisecure.com

text: MDI, Inc.

text: MDI

text: LEARNSAFE

text: MDI, Inc.

text: 214 Investments, Inc.

text: Monitor Dynamics, Inc.

text: MDI

text: 214 Investments, Inc.

text: Monitor Dynamics, Inc.

text: LearnSafe

text: MDI

text: MDI

text: MDI

text: 214 Investments, Inc.

text: Monitor Dynamics, Inc.

text: MDI

text: MDI

text: 214 Investments, Inc.

text: Monitor Dynamics, Inc.

text: LearnSafe

text: 214 Investments, Inc.

text: MDI

text: MDI

text: MDI

text: MDI

text: MDI

text: MDI

text: MDI, Inc.

text: MDI

text: MDI

text: MDI

text: MDI, Inc.

text: MDI, Inc.


text:
EX-99.1
7
a14-3693_1ex99d1.htm
EX-99.1
Exhibit 99.1
For Immediate Release
:
Cherokee Inc. Announces Acquisition of the "Tony Hawk
®
" and "Hawk
®
" Signature apparel brands and related Trademarks from Quiksilver, Inc.
SHERMAN OAKS, CA January 13, 2014
- Cherokee Inc. (NASDAQ: CHKE), a global marketer of style-focused lifestyle brands, announced today that it has acquired the worldwide Tony Hawk
®
and Hawk® signature apparel brands from Quiksilver, Inc. for an all-cash purchase price of $19 million. The acquisition closed on January 10, 2014.
Tony Hawk, the most dominant athlete in skateboarding history, is the founder of Tony Hawk clothing which was originally sold to Quiksilver, Inc. in 2000. The brand was, and will continue to be, exclusively licensed in the United States to Kohl's Corporation with Tony Hawk clothing and accessories sold in 1,158 Kohl's Department Stores and online.
Hawk was ranked the number-one vertical ramp skateboarder in the world every year from 1984 to 1996 and is best known for completing the first documented 900-degree aerial spin at the 1999 X Games. Over the past 12 years, the Tony Hawk Foundation has donated over $4.6 million to help create 537 skateparks throughout the U.S. Hawk continues to be the most prominent athlete bridging action sports with the consumer market, solidifying his legacy as the "Original Innovator" promoting "board" culture worldwide.
Tony Hawk commented on the recent acquisition, "I've been working closely with the Cherokee team and will continue to be actively involved in the brand's development, connecting with fans and action sports enthusiasts worldwide. I am very excited to be working with Cherokee and to continue the line's successful relationship with Kohl's while expanding our relationships globally".
"The acquisition of the Tony Hawk signature apparel brand is a great way to start the New Year for Cherokee", Henry Stupp, Cherokee's Chief Executive Officer, noted. "This is Cherokee's third strategic acquisition in just over a year. We identified the Tony Hawk brand for a variety of reasons including the opportunity to further expand into the department store and specialty channels of distribution globally. We expect the transaction to be immediately accretive and look forward to continuing to execute our long-term growth plan that seeks additional new markets for our existing brands; expands our product offerings with our current partners; and identifies additional lifestyle brands to add to our portfolio".
Mr. Stupp continued, "The Tony Hawk brand fits perfectly into our strategy for the globalization of brands much like we have done for our namesake Cherokee brand and most recently with Liz Lange Maternity. We'd like to welcome Tony and his over 5 million Facebook fans (https://www.facebook.com/TonyHawk), his more than 3.5 million Twitter followers (https://twitter.com/tonyhawk), his YouTube fans with over 20 million views (http://www.youtube.com/tonyhawk) and his more than 1 million Instagram followers (http://instagram.com/tonyhawk) to the Cherokee family of brands. We look forward to much success together".
Financo acted as exclusive financial advisor to Cherokee Inc. in the transaction.
On January 10, 2014 in connection with the acquisition, Cherokee and JPMorgan Chase Bank entered into a credit agreement to finance the purchase of the Tony Hawk® and Hawk® signature apparel brands. The Company intends to file a Current Report on Form 8-K with the Securities and Exchange Commission with additional information regarding the terms of the acquisition, the agreement with Kohl's and the credit agreement.
About Cherokee Inc.
Cherokee Inc. is a global marketer and manager of a portfolio of Fashion and Lifestyle brands including Cherokee®, Carole Little®, Liz Lange® and Sideout®, in multiple consumer product categories and sectors around the world. The Company has license agreements with premier retailers and manufacturers covering over 40 countries around the world including Target Stores (U.S. and Canada), Tesco (U.K., Ireland and certain Central European countries), RT-Mart (Peoples Republic of China), Pick 'n Pay (South Africa), Falabella (Chile, Peru and Colombia), Arvind Mills (India and certain Middle Eastern countries), Shufersal LTD. (Israel), Comercial Mexicana (Mexico), Eroski (Spain), Nishimatsuya (Japan), Magnit (Russia), Landmark Group's Max Stores (certain Middle East and North Africa countries), and the TJX Companies (U.S., Canada and Europe).
Statements included within this news release may contain forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. When used, the words "anticipates", "believes", "expects,""may", "should", and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements included in this press release (including, without limitation, express or implied statements regarding the financial impact of the acquisition of the Hawk brand and related assets) involve known and unknown risk and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such risks and uncertainties, include, but are not limited to,
the
effect of global economic conditions, the financial condition of the apparel and retail industry, adverse changes in licensee or consumer acceptance of products bearing the Company's brands, the ability and/or commitment of the Company's licensees to design, manufacture and market Cherokee, Liz Lange, Completely Me, Tony Hawk, Sideout and Carole Little branded products, the Company's dependence on Target for most of the Company's revenues and the Company's dependence on its key management personnel.
The risks included here are not exhaustive. A further list and description of these risks, uncertainties and other matters can be found in the Company's Annual Report on Form 10-K/A for Fiscal Year 2013, and in its periodic reports on Forms 10-Q and 8-K. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intent or obligation to update any of the forward-looking statements contained herein to reflect future events and developments.
For Further Information:
Cherokee Inc.
Jason Boling, CFO
818-908-9868
Investor Relations Inquiries:
Addo Communications
Kimberly Esterkin/Andrew Greenebaum
310-829-5400
Kohl's Department Stores
Jen Johnson, Director of Public Relations
262-703-5241
jen.johnson@kohls.com
Media Inquiries Re: Tony Hawk
Sarah Hall Productions
Sarah Hall, President
212-529-1598
2

text: Cherokee Inc.

text: Quiksilver, Inc.

text: Cherokee Inc.

text: Quiksilver, Inc.

text: Quiksilver, Inc.

text: Financo

text: Cherokee Inc.

text: JPMorgan Chase Bank

text: Cherokee Inc.

text: Cherokee Inc.

text: Cherokee Inc.

text: Jason Boling

text:
Stores
Jen Johnson

text: Sarah Hall

text: Sarah Hall


text:
EX-99.1
5
b66715ncexv99w1.htm
EX-99.1 PRESS RELEASE DATED AUGUST 24, 2007
exv99w1
Exhibit 99.1
News Release
From Nuance Communications
Contacts:
For Investors and
Press
For Press
Richard Mack
Valerie
Christopherson
Nuance Communications, Inc.
Global Results PR
Tel:
781-565-5055
Tel: (949) 306-6476
Email:
richard.mack@nuance.com
Email:
valerie.christopherson@globalresults.com
Nuance
Closes Acquisition of Tegic Communications
Combination Further Expands Nuance's Presence and
Leadership
in the Accelerating Mobile Industry
BURLINGTON, Mass., August 24, 2007
-
Nuance Communications, Inc. (NASDAQ: NUAN), the world's
leading supplier of speech and imaging solutions, today
announced it has closed the acquisition of Tegic Communications
Inc., a wholly owned subsidiary of Time Warner Inc.'s AOL
LLC and a developer of embedded software for mobile devices. The
acquisition expands Nuance's presence in the mobile
industry and allows it to further accelerate the delivery of
solutions that redefine the way people interact with mobile
devices.
The combined product portfolio of the two companies overcomes
the traditional keypad constraints of mobile devices to deliver
new levels of convenience and accessibility for online and
on-device content search, navigation, download and management.
Tegic brings industry-leading T9 predictive text input software,
which has shipped on more than 2.5 billion devices, its XT9
next-generation integrated text and touch input solution, and
its soon-to-be-released, text-based search and discovery
software to Nuance's portfolio of voice-enabled
applications for device control, mobile search, email and text
messaging. The acquisition accelerates Nuance's strategy
and vision to deliver a more convenient and simple way for
consumers to control features and access information on their
phones, and search and navigate the mobile Web.
In connection with the acquisition of Tegic and in accordance
with NASDAQ Marketplace Rule 4350, Nuance will grant
275,000 shares of its common stock, in the form of
stand-alone restricted stock units, as an inducement that is
material to 68 individuals entering into employment arrangements
with Nuance. The restricted stock units will be granted upon the
approval of the Compensation Committee of Nuance's Board of
Directors. The restricted stock units generally vest over a four
year period.
About
Nuance Communications, Inc.
Nuance is a leading provider of speech and imaging solutions for
business and consumers around the world. Its technologies,
applications, and services make the user experience more
compelling by transforming the way people interact with
information and how they create, share, and use documents. Every
day, millions of users and thousands of businesses experience
Nuance's proven applications. For more information, please
visit www.nuance.com.
Nuance, the Nuance logo, and Tegic Communications are
trademarks or registered trademarks of Nuance Communications,
Inc. or its affiliates in the United States
and/or
other
countries. All other trademarks referenced herein are the
property of their respective owners.
SAFE
HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding Nuance's acquisition
of Tegic, the product portfolio of the combined company and the
mobile industry for those products, the companies'
strategies for serving the needs of their customers, the
anticipated development and success of new interfaces for mobile
devices, enhanced capabilities of mobile devices and networks
and increasing demand for these services, benefits and synergies
of the transaction, future opportunities for the combined
company, and any other statements about Nuance management's
future expectations, beliefs, goals, plans or prospects
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 "believes", "plans,"
"anticipates", "expects,"
"estimates" and similar expressions) should also be
considered to be forward looking statements. There are a number
of important factors that could cause actual results or events
to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the
transaction; the ability of Nuance to successfully integrate
Tegic's operations and employees; the ability to realize
anticipated synergies and cost savings; the failure to retain
customers; and the other factors described in Nuance's
Quarterly Report on
Form 10-Q
for the fiscal quarter ended June 30, 2007. Nuance
disclaims any intention or obligation to update any forward
looking statements as a result of developments occurring after
the date of this document.
2

text: Nuance Communications, Inc.

text: Nuance

text: Tegic Communications

text: Nuance

text: Nuance Communications, Inc.

text:
Tegic Communications
Inc.

text: Nuance

text: Tegic

text: Nuance

text: Nuance

text: Tegic

text: Nuance

text: Nuance

text: Nuance

text: Nuance Communications, Inc.

text: Nuance

text: Nuance

text: Nuance

text: Nuance

text: Tegic Communications

text:
Nuance Communications,
Inc.

text: Nuance

text: Tegic

text: Nuance

text: Nuance

text: Tegic

text: Nuance

text: Nuance


text:
EX-99.1
5
exhibit991-09282015.htm
EXHIBIT 99.1
Exhibit
NEWS RELEASE
NASDAQ Symbol: "STRS"
Stratus Properties Inc.
Financial and Media Contact:
212 Lavaca St., Suite 300
William H. Armstrong III
Austin, Texas 78701
(512) 478-5788
STRATUS PROPERTIES INC. COMPLETES PURCHASE OF
CANYON-JOHNSON URBAN FUND II, L.P.'S INTEREST IN
BLOCK 21 JOINT VENTURE AND REFINANCE OF BANK OF AMERICA TERM LOAN
AUSTIN, TX, September 30, 2015 - Stratus Properties Inc. (NASDAQ: STRS) announced today that on September 28, 2015, Stratus completed its previously announced acquisition of Canyon-Johnson Urban Fund II, L.P.'s (Canyon-Johnson's) approximate 58 percent joint venture interest in CJUF II Stratus Block 21 LLC (Block 21), which owns a 36-story mixed-use development in downtown Austin, Texas, anchored by the W Austin Hotel & Residences, for approximately $62 million. Stratus funded its acquisition of Canyon-Johnson's interest in Block 21 with (1) approximately $32.3 million of proceeds from its non-recourse term loan with Bank of America, N.A. (the BoA Loan), (2) a $20.0 million term loan under Stratus' credit facility with Comerica Bank, and (3) approximately $9.7 million in cash. The Sale and Purchase Agreement contains customary representations and warranties, and the parties have agreed to indemnify each other in connection with the breach of such representations and warranties. Block 21 is now a wholly-owned subsidiary of Stratus. As of September 28, 2015, in addition to its real estate assets, Block 21 had cash and cash equivalents of approximately $22.8 million.
William H. Armstrong III, Chairman of the Board, President and Chief Executive Officer of Stratus, stated, "We believe in the future of Austin and surrounding markets and our acquisition of Canyon's interest in the joint venture that owns the W Austin Hotel and Residences affirms that belief. Stratus' ownership of the entire joint venture provides dependable cash flow from diverse sources, simplifies operations and is consistent with our previously announced five-year development plan. We are pleased to have successfully completed this acquisition in connection with the refinancing of the W Austin Hotel & Residences project. We would like to congratulate Canyon-Johnson on the sale and thank them for their participation in Block 21 and support over the years".
Also, in connection with its acquisition of Canyon-Johnson's interest in Block 21, Stratus, as guarantor, Block 21, as borrower; and Bank of America, N.A., as administrative agent on behalf of the participating lenders, amended the BoA Loan agreement to (1) increase the proceeds of the existing non-recourse term loan from $100.0 million to $130.0 million, (2) reduce the interest rate to the LIBOR daily floating rate plus 2.35 percent, (3) extend the maturity date to September 28, 2020, (4) decrease the required debt service coverage ratio to be maintained by Block 21 from 1.35 to 1.00 to 1.20 to 1.00 and (5) permit Block 21 to obtain additional third-party financing, subject to certain conditions. In addition, Canyon-Johnson was released as a guarantor. Accordingly, certain obligations of Block 21 under the BoA Loan are guaranteed by Stratus, including environmental indemnification and other customary carve-out obligations. All other terms and conditions of the BoA Loan agreement remain unchanged.
Stratus is a diversified real estate company engaged primarily in the acquisition, entitlement, development, management, operation and sale of commercial, hotel, entertainment, and multi- and single-family residential real estate properties, primarily located in the Austin area, but including projects in certain other select markets in Texas.
____________________________
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This press release contains forward-looking statements which are all statements other than statements of historical facts, such as statements regarding the implementation and potential results of Stratus' five-year business strategy, projections or expectations related to operational and financial performance or liquidity, and other plans and objectives of management for future operations and activities. The words "anticipates", "may", "can", "plans", "believes", "potential", "estimates", "expects", "projects", "intends", "likely", "will", "should", "to be" and any similar expressions and/or statements that are not historical facts are intended to identify those assertions as forward-looking statements.
Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause Stratus' actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, Stratus' ability to refinance and service its debt and the availability of financing for development projects and other corporate purposes, Stratus' ability to sell properties at prices its board considers acceptable, a decrease in the demand for real estate in the Austin, Texas market, changes in economic and business conditions, reductions in discretionary spending by consumers and corporations, competition from other real estate developers, hotel operators and/or entertainment venue operators and promoters, business opportunities that may be presented to and/or pursued by Stratus, the failure of third parties to satisfy debt service obligations, the failure to complete agreements with strategic partners and/or appropriately manage relationships with strategic partners, the termination of sales contracts or letters of intent due to, among other factors, the failure of one or more closing conditions or market changes, the failure to attract customers for its developments or such customers' failure to satisfy their purchase commitments, increases in interest rates, declines in the market value of its assets, increases in operating costs, including real estate taxes and the cost of construction materials, changes in external perception of the W Austin Hotel, changes in consumer preferences, changes in laws, regulations or the regulatory environment affecting the development of real estate, opposition from special interest groups with respect to development projects, weather-related risks and other factors described in more detail under the heading "Risk Factors" in Stratus' Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission (SEC) as updated by Stratus' subsequent filings with the SEC.
Investors are cautioned that many of the assumptions upon which Stratus' forward-looking statements are based are likely to change after the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it does not intend to update its forward-looking statements notwithstanding any changes in its assumptions, business plans, actual experience, or other changes, and Stratus undertakes no obligation to update any forward-looking statements, except as required by law.
A copy of this release is available on Stratus' website, www.stratusproperties.com.
# # #

text: Stratus Properties Inc.

text: William H. Armstrong III

text: STRATUS PROPERTIES INC.

label: fund

text: CANYON-JOHNSON URBAN FUND II, L.P.

override: fund

text: BLOCK 21

text: Stratus Properties Inc.

text: Stratus

text: Canyon-Johnson Urban Fund II, L.P.

text: Canyon-Johnson

text: CJUF II Stratus Block 21 LLC

text: Block 21

text: Stratus

text: Canyon-Johnson

text: Block 21

text: Stratus

text: Block 21

text: Stratus

text: Block 21

text: William H. Armstrong III

text: Stratus

text: Stratus

text: Canyon-Johnson

text: Block 21

text: Canyon-Johnson

text: Block 21

text: Stratus

text: Block 21

text: Block 21

text: Block 21

text: Canyon-Johnson

text: Block 21

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus

text: Stratus


text:
EX-99.1
3
ntgr20130405ex991.htm
PRESS RELEASE
NTGR 2013.04.05 EX99.1
NEWS RELEASE
EXHIBIT 99.1
NETGEAR COMPLETES ACQUISITION OF SELECT ASSETS OF THE SIERRA WIRELESS AIRCARD BUSINESS
SAN JOSE, Calif. - April 2, 2013 - NETGEAR®, Inc. (NASDAQGM: NTGR), a global networking company that delivers innovative products to consumers, businesses and service providers, today announced that it has completed the acquisition of select assets and operations of the Sierra Wireless, Inc. ("Sierra Wireless") AirCard® business. NETGEAR expects the acquisition to accelerate the mobile initiative of its service provider business unit to become a global leader in providing the latest in LTE data networking access devices.
The AirCard business brings to NETGEAR certain intellectual property, a world-class LTE engineering team, several customer contracts, inventory and fixed assets.
The AirCard business is being integrated into NETGEAR's service provider business under Michael Clegg, Senior Vice President and General Manager of NETGEAR's service provider business unit.
About NETGEAR, Inc.
NETGEAR (NASDAQGM: NTGR) is a global networking company that delivers innovative products to consumers, businesses and service providers. For consumers, the company makes high performance, dependable and easy to use home networking, storage and digital media products to connect people with the Internet and their content and devices. For businesses, NETGEAR provides networking, storage and security solutions without the cost and complexity of Big IT. The company also supplies top service providers with retail proven, whole home solutions for their customers. NETGEAR products are built on a variety of proven technologies such as wireless, Ethernet and powerline, with a focus on reliability and ease-of-use. NETGEAR products are sold in approximately 35,000 retail locations around the globe, and through over 41,000 value-added resellers. The company's headquarters are in San Jose, Calif., with additional offices in over 25 countries. NETGEAR is an ENERGY STAR partner. More information is available at http://investor.netgear.com or by calling (408) 907-8000. Connect with NETGEAR at http://twitter.com/NETGEAR and http://www.facebook.com/NETGEAR.
© 2013 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks or registered trademarks of NETGEAR, Inc. and its affiliates in the United States and/or other countries. The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.
Contact:
NETGEAR Investor Relations
Christopher Genualdi
netgearIR@netgear.com
(408) 890-3520
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.:
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The words "expect", "will" or other similar words are used to identify such forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR, Inc.'s expectations or beliefs concerning future events based on information available at the time such statements were made and include statements regarding expectations regarding
Page 1
NEWS RELEASE
our recent acquisition of the Sierra Wireless AirCard business. These statements are based on management's current expectations and are subject to certain risks and uncertainties, including, without limitation, the following: future demand for the Company's products may be lower than anticipated; consumers may choose not to adopt the Company's new product offerings or adopt competing products; product performance may be adversely affected by real world operating conditions; the Company may be unsuccessful or experience delays in manufacturing and distributing its new and existing products; telecommunications service providers may choose to slow their deployment of the Company's products or utilize competing products; and the actions and financial health of the Company's customers. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Further information on potential risk factors that could affect NETGEAR and its business are detailed in the Company's periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Part I - Item 1A. Risk Factors", pages 10 through 29, in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on February 26, 2013. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Page 2

text: NETGEAR

text: NETGEAR®, Inc.

text: Sierra Wireless, Inc.

text: AirCard® business

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR

text: NETGEAR


text:
EX-99.1
4
exh_991.htm
EXHIBIT 99.1
EdgarFiling
EXHIBIT 99.1
Northern Power Systems Corp. Announces Disposition of Its Energy Storage Business and Management Changes
BARRE, Vt., Feb. 12, 2019 (GLOBE NEWSWIRE) --
Northern Power Systems Corp. ("Northern" or "Company")
, a distributed wind company, today announced that on February 11, 2019, the Company effected the disposition of the Company's energy storage business, including Northern's energy storage project pipeline and related intellectual property, to WEG Electric Corp ("WEG"). At closing, (i) NPS received proceeds of approximately $1,100,000 and (ii) WEG hired eight (8) energy storage focused employees from Northern. Despite the sale of its NPS's energy storage assets, the Company continues focus on its distributed wind business and intends to market and sell its distributed wind turbines in the in a variety of markets including Italy, the United States, Canada, the Caribbean, the United Kingdom and Germany.
In addition, the Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind turbine and/or distributed wind service segments. It is uncertain if the Company's efforts to identify and effect one or more strategic transaction will be successful.
In conjunction with the disposition of disposition of NPS's energy storage business to WEG, the Company announced on February 12, 2019 (i) the departure of its Interim Chief Financial Officer Ciel R. Caldwell. effective immediately, and (ii) the appointment of William St. Lawrence, as the Company's Interim Financial Officer. While serving in this capacity Mr. St. Lawrence will continue to serve as the Company's Interim Co-Chief Executive Officer and General Counsel.
Under the terms of separation, the Company may engage Ms. Caldwell as a consultant. Ms. Caldwell confirmed that her departure did not result from a disagreement with the Company on any matter relating to the Company's operations, policies or practices, including its controls or financial related matters.
About Northern Power Systems Corp.
Northern Power Systems designs, manufactures, sells and services distributed wind turbines. With approximately 21 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability thanks to reduced maintenance and downtime.
Northern Power has been a technology innovator for over 40 years and serves clients around the globe from its US headquarters and European offices. To learn more, visit
www.northernpower.com
.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Northern Power Systems and its business, which may include, but is not limited to, product and financial performance, regulatory developments, supplier performance, anticipated opportunity and trends for growth in our customer base and our overall business, our market opportunity, expansion into new markets, and execution of the company's growth strategy. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Northern Power Systems. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the wind power industry; production, performance and acceptance of the company's products; our sales cycle; our ability to convert backlog into revenue; performance by the company's suppliers; our ability to maintain successful relationships with our partners and to enter into new partner relationships; our performance internationally; currency fluctuations; economic factors; competition; the equity markets generally; and the other risks detailed in Northern Power Systems' risk factors discussed in filings with the U.S. Securities and Exchange Commission (the "SEC"), including but not limited to Northern Power Systems' Annual Report on Form 10-K filed on April 2, 2018, as well as other documents that may be filed by Northern Power Systems from time to time with the SEC. Although Northern Power Systems has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Northern Power Systems undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
CONTACT INFORMATION
Northern Power Systems Corp.
William St. Lawrence, Interim Co-CEO
ir@northernpower.com
www.northernpower.com
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Persons.

text: Northern Power Systems Corp.

text: Northern Power Systems Corp.

text: WEG Electric Corp

text: Northern Power Systems Corp.

text: Northern Power Systems Corp.


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
PERRY ELLIS INTERNATIONAL COMPLETES ACQUISITION OF TROPICAL
SPORTSWEAR
MIAMI
- Feb. 28, 2005 - Perry Ellis International, Inc. (NASDAQ:PERY) announced today that it consummated the acquisition of substantially all of the domestic operating assets of Tropical Sportswear Int'l Corporation (NASDAQ:TSIC) and the
outstanding capital stock of Tropical Sportswear's U.K. subsidiary for an aggregate of $88.5 million in cash.
The purchase price for Tropical Sportswear's domestic operating assets is subject to adjustment based on a closing date valuation of accounts receivable and
inventory that is expected to be completed in approximately 30-45 days.
Under
the asset purchase agreement, Perry Ellis has assumed certain operating liabilities associated with the purchased assets.
Tropical Sportswear and its domestic subsidiaries, since December 2004, have been operating as debtors-in-possession under chapter 11 of the U.S. Bankruptcy Code and on
December 16, 2004 entered into a so-called "stalking horse" asset purchase agreement with Perry Ellis.
The sale of Tropical's assets and the capital stock of its U.K. Subsidiary was approved in a Section 363 sale process approved by a final order issued by the U.S.
Bankruptcy Court, Middle District of Florida on February 10, 2005.
Perry Ellis
International Inc. further announced today that it had also increased its existing senior credit facility, which expires in October 2007 to $175 million from the current $110 million to fund the Tropical Sportswear transaction and increased working
capital needs.
About Perry Ellis International
Perry Ellis International, Inc. is a leading designer, distributor and licensor of a broad
line of high quality men's and women's apparel, accessories, and fragrances, including dress and casual shirts, golf sportswear, sweaters, dress and casual pants and shorts, jeans wear, active wear and men's and women's swimwear
to all major levels of retail distribution. The company, through its wholly owned subsidiaries, owns a portfolio of highly recognized brands including Perry Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), John Henry(R), Original Penguin(R), Grand
Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera Co.(R), Axis(R), and Tricots St. Raphael(R). The company also licenses trademarks from third parties including Nike(R) and Tommy Hilfiger(R) for swimwear, PING(R) and PGA Tour(R) for golf
apparel and Ocean Pacific(R) for men's sportswear. Additional information on the company is available at http://www.pery.com.
About Tropical Sportswear International
TSI is a designer and marketer of high-quality branded and retailer private branded apparel products that are sold to major retailers in all
levels and channels of distribution. Primary product lines feature casual and dress-casual pants, shorts, denim jeans, and woven and knit shirts. Major owned brands include Savane(R), Farah(R), Flyers(R), The Original Khaki Co.(R), Bay to Bay(R),
Two Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino Casuals(R). Licensed brands include Bill Blass(R) and Van Heusen(R). Retailer national private brands that we produce include Puritan(R), George(TM), Member's Mark(R), Sonoma(R),
Croft & Barrow(R), St. John's Bay(R), Roundtree & Yorke(R), and White Stag(R). TSI distinguishes itself by providing major retailers with comprehensive brand management programs and uses advanced technology to provide retailers with
customer, product and market analyses, apparel design, and merchandising consulting and inventory forecasting.
Safe Harbor Statement
Forward-looking
statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results of Perry Ellis could differ materially from those
expressed or indicated by forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, a significant decrease in business from or loss of any of Perry Ellis' major customers, the
effectiveness of Perry Ellis' planned advertising, marketing and promotional campaigns, the ability of Perry Ellis to contain costs, disruption in the supply chain, general economic conditions, Perry Ellis' future capital needs and ability
to obtain financing, changes in fashion trends and consumer acceptance of both new designs and newly introduced products, ability to predict consumer preferences, anticipated trends and conditions in Perry Ellis' industry, including future
consolidation, the seasonality of Perry Ellis' swimwear business, termination or non-renewal of any material license agreements to which Perry Ellis is a party, ability to integrate businesses, trademarks, trade names and licenses, including
Salant, the level of consumer spending for apparel and other merchandise, exposure to foreign currency risk, possible disruption in commercial activities due to terrorist activity and armed conflict and other factors, including those set forth in
Perry Ellis' filings with the Securities and Exchange Commission. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Perry Ellis' filings with
the SEC. Any forward-looking statements speak only as of the day hereof and Perry Ellis disclaims any intent or obligation to update the same.
Perry Ellis International Inc., Miami
Rosemary Trudeau, 305-873-1294
rosemary.trudeau@pery.com

text: PERRY ELLIS INTERNATIONAL

text:
TROPICAL
SPORTSWEAR

text: Perry Ellis International, Inc.

text: Tropical Sportswear Int'l Corporation

text: Tropical Sportswear

text: Tropical Sportswear

text: Tropical Sportswear

text: Tropical Sportswear

text: Perry Ellis International

text: Perry Ellis International, Inc.

text: Tropical Sportswear