text:
EX-99.1
7
exhibit991pressreleasedate.htm
EXHIBIT 99.1
Exhibit 99.1 Press Release dated October 2, 2012
Exhibit 99.1
For more information:
Joe McCreery - Head of Investor Relations
903-988-6425
FOR IMMEDIATE RELEASE
MARTIN MIDSTREAM PARTNERS L.P. ANNOUNCES
ACQUISITION OF REDBIRD CLASS A EQUITY INTERESTS &
CROSS PACKAGING ASSETS
KILGORE, TX - October 2, 2012 (GlobeNewswire) - Martin Midstream Partners L.P. (NASDAQ: MMLP) ("MMLP" or the "Partnership") announced today the closing of two separate purchase agreements with certain wholly-owned subsidiaries of Martin Resource Management Corporation ("MRMC" or the "Parent"), the owner of Martin Midstream GP LLC (the "General Partner"), the general partner of MMLP.
In the first transaction, MMLP purchased certain specialty lubricant product packaging assets (the "Packaging Assets") from Cross Oil Refining & Marketing, Inc. ("Cross"), a wholly-owned subsidiary of the Parent. Total consideration for the Packaging Assets consisted of $121.8 million in cash, including working capital of approximately $36.8 million at closing, subject to certain post-closing adjustments. The purchase of the Packaging Assets was funded using availability under the Partnership's existing credit facility.
In the second transaction, the Partnership purchased all of the remaining Class A equity interests in Redbird Gas Storage LLC ("Redbird") for $150.0 million in cash. Redbird was formed by the Partnership and MRMC in 2011 to invest in Cardinal Gas Storage Partners ("Cardinal"). Cardinal is a joint venture between Redbird and Energy Capital Partners ("ECP") that is focused on the development, construction, operation and management of natural gas storage facilities across North America. Prior to closing, MMLP owned both a 10.7% Class A and a 100% Class B interest in Redbird. Redbird is now a wholly-owned subsidiary of MMLP which effectively owns a 38.1% fully diluted membership interest in Cardinal. The purchase of the remaining Class A equity interests in Redbird was also funded using availability under the Partnership's existing credit facility.
In conjunction with the Redbird transaction, our General Partner has agreed to relinquish its right to receive the next $18.0 million in incentive distributions that it would otherwise be entitled to from MMLP. Additionally, our General Partner has agreed to relinquish up to an additional $7.5 million in incentive distributions if certain cash distribution targets from Cardinal are not achieved in 2015 and 2016.
Ruben Martin, President and Chief Executive Officer of MMLP's General Partner said, "We are pleased to be announcing two separate drop downs today exemplifying the diverse nature of our Partnership. Our purchase of the Cross Packaging Assets creates another solid growth platform for MMLP from the fragmented packaging business. These assets provide further integration to MMLP's Cross lubricant facility from which we will work to lever into additional market share going forward. We expect distributable cash flow growth from our packaging assets going forward as we expect our volume and market share to increase over time".
"Additionally, we are pleased to acquire the remaining portion of the Redbird Gas Storage joint venture. The project is entering a period when multiple previously contracted storage assets are coming on line in less than a year. Our
continued investment in Redbird Gas Storage reflects our view that Cardinal owns and is developing best-in-class, strategically-located natural gas storage assets. These assets represent continued focus on bringing high quality, fee-based cash flows to MMLP and its unitholders".
"Finally today, we are announcing that the owner of our general partner has reached a full and final settlement of all of the ongoing litigation disclosed in previous filings. We view this as an extremely positive development not only for MRMC, but also for MMLP, as the overhang to both operations has finally been removed. We are excited about the future of the Partnership as we continue to expand and diversify for the future".
Packaging Assets
The acquisition of the Packaging Assets represents MMLP's growing commitment to the specialty lubricant products business. With this acquisition, MMLP will be one of the largest independent manufacturers and distributors of specialty lubricant products, with estimated volumes in excess of 40 million gallons annually. These specialty lubricant products are used in various applications including hydraulic fluids, transmission fluids, motor oils, gear oils as well as other commercial and industrial applications.
The Packaging Assets are primarily located on-site at MMLP's naphthenic lubricant refinery in Smackover, Arkansas providing MMLP with the only single-site, fully-integrated lubricant refining, blending and packaging facility in the United States. The assets include a 235,000 square foot production and warehouse facility, 2.8 million gallons of bulk storage and on-site, state-of-the-art blending and packaging equipment. In addition, the Packaging Assets include a warehouse and bulk lubricant blending and storage facility in Kansas City, Kansas.
Based on current market conditions and operational estimates, MMLP estimates the acquisition of the Packaging Assets will add an incremental $11 to $13 million of cash flow in 2013. Furthermore, low-cost growth capital expenditures and efficiency improvements across our lubricants business should drive additional growth in volumes and cash flows beyond 2013.
Cardinal
Cardinal currently has four natural gas storage projects in operation or under development, located in the southeastern United States. Current working gas capacity totals approximately 19 billion cubic feet ("bcf"). An additional 35 bcf is expected to come on line in the summer of 2013. Including this new capacity, approximately 76% of our working gas storage capacity is under long-term contracts with an average weighted contract life of approximately 7 years.
Three projects currently in development are under project financing arrangements with certain provisions that require cash flow sweeps and amortization of outstanding debt. As a result, Cardinal has not historically made distributions to its members with respect to these projects. Assuming no refinance of these Cardinal project financings, MMLP expects no material distributions from these projects in 2013 and 2014. Based on current market conditions and operational estimates, however, Cardinal intends to refinance the project finance debt into a revolving credit facility late 2013 or 2014.
MMLP currently anticipates investing a total of $30 to $40 million in Cardinal for these three projects in 2013 and 2014. Assuming a Cardinal refinancing at the end of 2014, MMLP estimates total distributions from these projects of $20 to $30 million in 2015.
Advisors
The following advisors served in their respective roles for both transactions: Simmons & Company International provided fairness opinions to the Conflicts Committee and to the Board of Directors of the General Partner. Munsch, Hardt, Kopf & Harr P.C. acted as legal counsel to the Conflicts Committee and Locke Lord LLP acted as legal counsel to the Partnership. Strasburger Price, LLP acted as legal counsel to MRMC.
Forwarding Looking Statements
Statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside MMLP's control, which could cause actual results to differ materially from such statements. While MMLP believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. Martin Midstream Partners disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.
About Martin Midstream Partners L.P.
Martin Midstream Partners is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: terminalling and storage services for petroleum products and by-products; NGL distribution services; and sulfur and sulfur-based products processing, manufacturing, marketing and distribution; marine transportation services for petroleum products and by-products. Additionally, the Partnership processes and packages naphthenic lubricating oils for specialty applications used in the automotive, energy, and petrochemical industries
Additional information concerning Martin Midstream is available on its website at www.martinmidstream.com.
About Martin Resource Management Corporation
Martin Resource Management Corporation (MRMC) through its various subsidiaries is an independent provider of marketing and distribution and transportation of hydrocarbon products and by-products including molten sulfur, sulfur-based derivatives, fuel oil, natural gas liquids (NGLs), asphalt, paper mill liquids, and other bulk tank liquids. In addition, the Company manufactures and markets processed sulfur products including fertilizer and emulsified sulfur. Additionally, the Company markets and distributes naphthenic lubricating oils for specialty applications used in the automotive, energy and petrochemical industries.

text: MARTIN MIDSTREAM PARTNERS L.P.

text: REDBIRD

text: Martin Midstream Partners L.P.

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: Cross Oil Refining & Marketing, Inc.

text: Redbird Gas Storage LLC

text: Redbird

text: Redbird

text: Redbird

text: MMLP

text: Redbird

text: Redbird

text: MMLP

text: Redbird

text: Redbird

text: MMLP

text: Ruben Martin

text: MMLP

text: MMLP

text: MMLP

text: Redbird Gas Storage

text: Redbird Gas Storage

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: MMLP

text: Munsch, Hardt, Kopf & Harr P.C.

text: Locke Lord LLP

text: Strasburger Price, LLP

text: MMLP

text: MMLP

text: Martin Midstream Partners L.P.


dataset: buster

text:
EX-99
4
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
LITHIA MOTORS AND DCH AUTO GROUP USA COMPLETE COMBINATION TO FORM NATIONAL GROUP
MEDFORD, OREGON, October 1, 2014 -
Lithia Motors, Inc. (NYSE: LAD) today announced it has completed the purchase of DCH Auto Group Inc., one of the 10 largest dealer groups in the country. DCH's 27 stores, located in Southern California, New Jersey and New York, will be combined with Lithia's 101 stores in the Western United States.
The DCH stores are estimated to generate approximately $2.3 billion in annualized revenue, and are expected to increase 2014 earnings per share by approximately $0.12 to $0.14, excluding acquisition costs. Lithia expects to incur pre-tax costs associated with the transaction of approximately $0.06 to $0.08 per share in 2014.
The combined organization will pursue two growth opportunities: the exclusive franchise, small- to medium-size market strategy that is Lithia's hallmark and the large metropolitan market strategy the DCH management team has honed since the 1970s. Together, we anticipate this will more than double the potential acquisition opportunities.
The transaction was funded by approximately $364 million in cash, the issuance of 268,770 shares of Lithia common stock, incurring $230 million of vehicle floorplan debt financing, and the assumption of non-floorplan debt of $53 million. In conjunction with the transaction, Lithia increased its syndicated credit facility by $700 million and will increase outstanding mortgage debt by $100 million. After the transaction, Lithia will have approximately $190 million of remaining liquidity.
The combined organization's brand mix is more diversified with approximately 26% Honda, 21% Toyota, 18% Chrysler, 9% General Motors, 7% BMW, 5% Subaru, 3% Ford, 3% Volkswagen, 3%, Nissan, 2% Mercedes Benz, and 3% other brands. The DCH stores will continue to be led by the current management team, with George Liang, DCH's President, reporting directly to Bryan DeBoer, Lithia's President and Chief Executive Officer. It is expected that Shau-wai Lam, founder and DCH Chairman Emeritus, will join the Lithia Board of Directors in April 2015.
Bryan DeBoer commented, "Since the announcement of our combination in June of this year, we have visited each of the DCH stores with their management team and believe our similar cultures and values, along with empowered store leadership, will position us for success now and in the future. We also look forward to welcoming Shau-wai Lam to our board of directors. His depth of industry experience and manufacturer knowledge will be invaluable in the years to come".
About Lithia
Lithia Motors, Inc. is the eighth largest automotive retailer in the United States. Lithia sells 30 brands of new vehicles and all brands of used vehicles at 128 stores in 14 states. Lithia also arranges finance, warranty, and credit insurance contracts; and provides vehicle parts, maintenance, and repair services at all of its locations.
Sites
www.lithia.com
www.lithiainvestorrelations.com
www.lithiacareers.com
www.assuredservice.com
Lithia Motors on Facebook
http://www.facebook.com/LithiaMotors
Lithia Motors on Twitter
http://twitter.com/lithiamotors
Contact:
John North
VP Finance and Controller
(541) 618-5748
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as "project", "outlook", "expect", "anticipate", "intend", "plan", "believe", "estimate", "may", "seek", "would", "should", "likely", or "will" and similar references to future periods. Examples of forward-looking statements in this press release include our outlook of revenues and earnings per share results and the assumptions that underlie them and our potential acquisition opportunities as a combined company.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include without limitation, future economic and financial conditions (both nationally and locally), changes in customer demand, our relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers, risks associated with our indebtedness (including available borrowing capacity, compliance with financial covenants and ability to refinance or repay indebtedness on favorable terms), government regulations, legislation and others set forth from time to time in our filings with the SEC. We urge you to carefully consider this information and not place undue reliance on forward-looking statements. We undertake no duty to update our forward-looking statements, including our earnings outlook, which are made as of the date of this release.

label: organization

text: LITHIA MOTORS

text: DCH AUTO GROUP

text: Lithia Motors, Inc.

text: DCH Auto Group Inc.

text: Lithia Motors, Inc.

text: Lithia Motors

text: Lithia Motors

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-99.2
8
notv-20211102xex99d2.htm
Exhibit 99.2
FOR IMMEDIATE RELEASE
Inotiv, Inc. Completes Purchase of
Envigo
Creates a Full-Spectrum Discovery-to-Approval Solution for Drug Developers
WEST LAFAYETTE, Ind. and INDIANAPOLIS, Ind., Nov. 5, 2021
-
Inotiv, Inc.
(NASDAQ:NOTV) (or "Inotiv")
,
a leading contract research organization (CRO) specializing in nonclinical and analytical drug discovery and development services and products, today announced it has completed the acquisition of
Envigo RMS Holding Corp. (or "Envigo")
, a leading global provider of research models and services.
This agreement aligns with the strategic objectives of both companies
and will further improve the ability to bring new drugs and medical devices through the discovery and preclinical phases of development. The aggregate consideration paid to the holders of outstanding capital stock in Envigo in the merger consisted of cash consideration of $271.0 million, including adjustments for net working capital and cash balances as provided in the merger agreement of approximately $13.0 million and $48.0 million, respectively, and 9,036,538 Inotiv common shares. The common shares included in the merger consideration include 790,620 shares issuable upon the exercise of certain Envigo stock options that were assumed by the Company in the transaction.
"
The combination of Inotiv and Envigo allows drug developers to work with one organization for the entirety of discovery and nonclinical development, while getting the same highly personalized service that characterizes both companies. The combined company has excellent growth opportunities, and we plan to continue to make investments for organic growth while selectively pursuing strategic acquisitions,"
said Inotiv President and CEO Robert Leasure, Jr. "Envigo has a
long history and deep experience with supply of critical research models, which will be integrated with Inotiv's range of nonclinical and analytical services. This provides clients
with a unique, full-spectrum discovery-to-approval solution to meet the increasing growth and innovation in biopharma and demand for specialty and disease-specific models".
With Inotiv and Envigo combined, drug developers and researchers will receive:
●
Deep expertise and expanded access to scientists across the discovery and preclinical continuum, reducing nonclinical lead times and providing enhanced project delivery
●
Access to a wide range of high-quality small and large research models for basic research and drug discovery and development, as well as models for specialized disease and therapeutic areas
●
The ability to run selected nonclinical studies directly on-site at closely located research model facilities and access to innovative genetically engineered models and services (GEMS) solutions
"The transaction establishes a discovery and preclinical leader with the unique ability to leverage an expansive research model portfolio,"
said,
Adrian Hardy, Ph.D. who served as Envigo's CEO.
"The combined companies will create value for both our client bases with a uniquely differentiated, scaled, and broad service offering. We're thrilled to be able to continue to meet expanding client needs required to bring new molecules to market".
Additional Transaction Details
●
Inotiv used the net proceeds of $134.5 million received on September 27, 2021 from a 3.25% convertible senior note offering and borrowings of $165 million under a new senior secured term loan facility to fund the cash portion of the acquisition. Interest on the term loan facility will accrue at the prevailing LIBOR rate, plus a margin of between 6.00% and 6.50%. The initial interest rate is LIBOR plus 6.25%. The term loan facility will mature on November 5, 2026.
●
The combined company will remain under the leadership of Robert Leasure, Jr. as President and CEO.
●
The Board of Directors of Inotiv has been expanded to seven members, which includes new directors, Nigel Brown, Ph.D. and Scott Cragg. Dr. Brown will serve on the Audit Committee and the Nominating/Corporate Governance Committee of the Board, and Mr. Cragg will serve on the Compensation Committee of the Board.
Transaction Advisors
Jefferies LLC served as exclusive financial advisor to Inotiv and Ice Miller LLP served as Inotiv's legal advisor. Cahill Gordon and Reindel LLP served as Envigo's legal advisor.
About Inotiv
Inotiv, Inc. is a leading contract research organization dedicated to
providing nonclinical and analytical drug discovery and development services
and research models and related products and services. The Company's products and services focus on
bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of taking new drugs to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical R&D projects, all while working together to build a healthier and safer world. Further information about Inotiv can be found here:
https://www.inotivco.com/.
This release may contain forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, the impact of the COVID-19 pandemic on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties, expansion and related efforts, and various other market and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.
COMPANY CONTACT:
INVESTOR RELATIONS CONTACTS:
Inotiv, Inc.
The Equity Group Inc.
Beth A. Taylor, chief financial officer
Kalle Ahl, CFA
765-497-8381
212-836-9614
btaylor@inotivco.com
kahl@equityny.com
Devin Sullivan
212-836-9608
dsullivan@equityny.com

text: Inotiv, Inc.

text: Envigo

text: Inotiv, Inc.

text: Envigo RMS Holding Corp.

text: Envigo

text: Envigo

text: Envigo

text: Envigo

text: Envigo

text: Envigo

text: Envigo

text:
Transaction Advisors
Jefferies LLC

text: Ice Miller LLP

text: Cahill Gordon and Reindel LLP

text: Envigo

text: Inotiv, Inc.

text: Inotiv, Inc.

label: person

text: Beth A. Taylor


text:
EX-99.1
3
ea152867ex99-1_allarity.htm
PRESS RELEASE DATED DECEMBER 21, 2021 - ALLARITY THERAPEUTICS CLOSES ITS RECAPITALIZATION, SHARE EXCHANGE, AND $20M PIPE INVESTMENT; LISTS ON U.S. NASDAQ STOCK MARKET
Exhibit 99.1
Press release
Allarity Therapeutics
Closes Its Recapitalization, Share Exchange, and
$20M PIPE Investment; Lists on U.S. Nasdaq Stock Market
Cambridge, MA U.S.A.
(December 21, 2021)
- Allarity Therapeutics, Inc. ("Allarity" or the "Company"), a clinical-stage biopharmaceutical
company developing novel oncology therapeutics together with drug-specific DRP
®
companion diagnostics for personalized
cancer care, today announced the closing of its Recapitalization Share Exchange resulting in its initial public listing of 8,075,824 shares
of its common stock and listing on the U.S Nasdaq Stock Market under the trading symbol "ALLR".
Simultaneously with the
closing of its Recapitalization Share Exchange, the Company closed on a $20 million PIPE investment, in which the Company issued 20,000
shares of preferred stock ("Preferred Stock") at $1,000 per share and a common stock purchase warrant (the "Warrant")
to purchase 2,018,958 shares of common stock to 3i, LP, a Delaware limited partnership.
A registration statement
relating to the Recapitalization Share Exchange, filed previously with the Securities and Exchange Commission ("SEC"), became
effective on November 5, 2021. An additional registration statement was filed on September 13, 2021, and declared effective by the SEC
on December 20, 2021, with respect to the resale of shares of Allarity common stock issued upon conversion of our Preferred Stock or the
exercise of the Warrant. Copies of the registration statements can be accessed through the Securities and Exchange Commission's
website at www.sec.gov.
LifeSci Capital acted
as exclusive placement agent for the PIPE Investment.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
About Allarity Therapeutics
Allarity Therapeutics, Inc. (Nasdaq: ALLR) develops
drugs for personalized treatment of cancer guided by its proprietary and highly validated companion diagnostic technology, the DRP
®
platform. The Company has a mature portfolio of five drug candidates, including: Stenoparib, a PARP inhibitor in Phase 2 development
for ovarian cancer; Dovitinib, a pan-TKI being prepared for an NDA submission to the FDA for the 3
rd
line treatment of renal
cell carcinoma; IXEMPRA
®
(Ixabepilone), a microtubule inhibitor approved in the U.S. for the treatment of 2
nd
line metastatic breast cancer and in Phase 2 development, in Europe, for the treatment of the same indication; LiPlaCis
®
,
a liposomal formulation of cisplatin in Phase 2 development for metastatic breast cancer; and 2X-111, a liposomal formulation of doxorubicin
in Phase 2 development for metastatic breast cancer and/or glioblastoma multiforme (GBM). The LiPlaCis
®
and 2X-111 programs
are partnered, via out-license, to Smerud Medical Research International AS. In 2021, Allarity sold the global rights to Irofulven, a
DNA-damaging agent in Phase 2 for prostate cancer, back to Lantern Pharma, Inc. The Company maintains an R&D facility in Hoersholm,
Denmark. For more information, please visit the company's website at www.Allarity.com
Allarity
Therapeutics, Inc.
I
210 Broadway, #201
I
Cambridge, MA
I
U.S.A.
I
NASDAQ: ALLR
I
www.allarity.com
Page
1
of 3
About the Drug Response Predictor - DRP
®
Companion
Diagnostic
Allarity uses its drug-specific DRP
®
to select those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific
drug. By screening patients before treatment, and only treating those patients with a sufficiently high DRP
®
score, the
therapeutic response rate can be significantly increased. The DRP
®
method builds on the comparison of sensitive vs. resistant
human cancer cell lines, including transcriptomic information from cell lines combined with clinical tumor biology filters and prior clinical
trial outcomes. DRP
®
is based on messenger RNA from patient biopsies. The DRP
®
platform has proven its ability
to provide a statistically significant prediction of the clinical outcome from drug treatment in cancer patients in 37 out of 47 clinical
studies that were examined (both retrospective and prospective), including ongoing, prospective Phase 2 trials of Stenoparib and IXEMPRA
®
.
The DRP
®
platform, which can be used in all cancer types and is patented for more than 70 anti-cancer drugs, has been extensively
published in peer reviewed literature.
Follow Allarity on Social Media
Facebook: https://www.facebook.com/AllarityTx/
LinkedIn: https://www.linkedin.com/company/allaritytx/
Twitter: https://twitter.com/allaritytx
Forward-Looking Statements
This press release contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide Allarity's
current expectations or forecasts of future events. The words "anticipates", "believe", "continue,"
"could", "estimate", "expect", "intends", "may", "might", "plan,"
"possible", "potential", "predicts", "project", "should", "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are not limited to, statements relating to the Company's NDA submission
for dovitinib and its PMA submission for the drug-specific DRP
®
companion diagnostic for dovitinib, any statements related
to ongoing clinical trials for stenoparib for the treatment of advanced ovarian cancer, or ongoing clinical trials (in Europe) for IXEMPRA
®
for the treatment of metastatic breast cancer, and statements relating to the effectiveness of the Company's DRP
®
companion diagnostics platform in predicting whether a particular patient is likely to respond to a specific drug. Any forward-looking
statements in this press release are based on management's current expectations of future events and are subject to a number of
risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such
forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that results of a clinical study
do not necessarily predict final results and that one or more of the clinical outcomes may materially change following more comprehensive
reviews of the data, and as more patient data become available, the risk that results of a clinical study are subject to interpretation
and additional analyses may be needed and/or may contradict such results, the receipt of regulatory approval for dovitinib or any of our
other therapeutic candidates or, if approved, the successful commercialization of such products, the risk of cessation or delay of any
of the ongoing or planned clinical trials and/or our development of our product candidates, the risk that the results of previously conducted
studies will not be repeated or observed in ongoing or future studies involving our therapeutic candidates, and the risk that the current
COVID-19 pandemic will impact the Company's current and future clinical trials and the timing of the Company's preclinical
studies and other operations. For a discussion of other risks and uncertainties, and other important factors, any of which could cause
our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors"
in our Form S-1 registration statement on file with the Securities and Exchange Commission, available at the Securities and
Exchange Commission's website at www.sec.gov, and as well as discussions of potential risks, uncertainties and other important
factors in the Company's subsequent filings with the Securities and Exchange Commission. All information in this press release
is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.
Allarity
Therapeutics, Inc.
I
210 Broadway, #201
I
Cambridge, MA
I
U.S.A.
I
NASDAQ: ALLR
I
www.allarity.com
###
Page
2
of 3
Company Contact:
Jens Knudsen
Chief Financial Officer
investorrelations@allarity.com
Investor Relations:
Chuck Padala
LifeSci Advisors
+1 (646) 627-8390
chuck@lifesciadvisors.com
U.S. Media Contact:
Mike Beyer
Sam Brown, Inc.
+1 (312) 961-2502
mikebeyer@sambrown.com
EU Media Contact:
Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
tsp@carrotize.com
Allarity
Therapeutics, Inc.
I
210 Broadway, #201
I
Cambridge, MA
I
U.S.A.
I
NASDAQ: ALLR
I
www.allarity.com
Page 3 of 3

text: ALLARITY THERAPEUTICS

text: Allarity Therapeutics

text: Allarity Therapeutics, Inc.

text: Allarity

text: Allarity

text: LifeSci Capital

override: organization

text: Allarity Therapeutics

text: Allarity Therapeutics, Inc.

text: Allarity

text: Irofulven

text:
Allarity
Therapeutics, Inc.

text: Allarity

text: Allarity

text: Allarity

text:
Allarity
Therapeutics, Inc.

text: Jens Knudsen

text:
Allarity
Therapeutics, Inc.


text:
EX-99.1
3
exhibit991013117.htm
EXHIBIT 99.1 01.31.17
Exhibit
EXHIBIT 99.1
News Release
205 Crosspoint Parkway
Getzville, NY 14068
Immediate Release
Columbus McKinnon Completes
Acquisition of STAHL CraneSystems
.
Acquisition creates second largest global hoist manufacturer and strengthens leading position in providing lifting solutions to customers
.
Expect earnings accretion of $0.34 per share in fiscal 2018 and $0.51 per share in fiscal 2019 from cost synergies (before purchasing accounting adjustments and charges)
.
Previously announced $50 million sale of common stock and debt financing closed in conjunction with the acquisition
AMHERST, NY, January 31, 2017 - Columbus McKinnon Corporation (NASDAQ: CMCO), ("Company") a leading designer, manufacturer and marketer of material handling products, technologies and services, announced today that it has completed its acquisition of STAHL CraneSystems ("STAHL"). In connection with the closing of the acquisition, the $50 million sale of common stock, announced on December 19, 2016, closed on January 30, 2017. Concurrent with the closing of the acquisition, the Company's previously announced debt financing has also been completed.
Timothy T. Tevens, President and CEO of Columbus McKinnon, commented, "STAHL brings a well-established brand, an excellent reputation for quality and strong customer relationships. Combined with our Magnetek acquisition, we have measurably expanded our value proposition for our customers. There are several opportunities to create a stronger combined business including expanding the scale and scope of the STAHL product platforms into emerging markets using our established global sales force, and the sharing of intelligence and engineering know-how among our businesses, including smart hoist technology. We believe we have laid the foundation for years of success through global collaboration to generate long-term value for our customers, employees and investors".
STAHL Acquisition
Columbus McKinnon has acquired all of the issued and outstanding capital stock of the STAHL CraneSystems business ("STAHL"), including STAHL CraneSystems GmbH and nine STAHL affiliates for an all-cash purchase price of €224 million (~$240 million) net of cash and debt acquired from Konecranes Plc. The purchase price was further reduced by €1.2 million (~$1.3 million) for a working capital adjustment net of interest accrued from the effective date of the acquisition through closing.
Columbus McKinnon expects the cost synergies before purchase accounting and charges to contribute $0.34 per share of earnings accretion during fiscal 2018 and $0.51 per share during fiscal 2019. Fiscal 2018 cost synergies are expected to be $5 million increasing to a total of $11 million during fiscal 2019. The Company anticipates one-time transaction related costs in fiscal 2017 between $8.0 million and $9.0 million. In fiscal 2018, there will be one-time integration costs of approximately €6 million (~$6 million).
1
Debt Financing
In conjunction with the closing of the acquisition, the Company completed its previously announced debt financing. The new debt, has been used to fund the Company's acquisition of STAHL, including certain fees and expenses incurred in connection with the transaction, and to repay the outstanding balances on the Company's current revolving credit facility and term loan. The first lien term loan is in the amount of
$445 million at a rate of LIBOR plus 3.0%. The Company also secured a $100 million revolving credit facility.
Sale of Common Equity
Columbus McKinnon closed its sale of 2,273,000 shares of unregistered common stock at a price of $22 per share. After underwriting discounts, commissions and offering expenses, net proceeds were approximately
$47.2 million and were used to fund a portion of the STAHL acquisition. Following the closing of the offering, Columbus McKinnon has approximately 22.5 million shares of common stock outstanding.
The securities offered in this private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement covering the resale of the shares of common stock acquired by the investors no later than the earlier of the 90th day after the closing of the offering or 10 days following the Company's filing of all acquisition-related financial statements of the STAHL business required by SEC rules or regulations.
Other Information
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
About Columbus McKinnon
Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of material handling products, technologies, systems and services, which efficiently and ergonomically move, lift, position and secure materials and people. Key products include hoists, cranes, actuators, rigging tools, light rail work stations and digital power and motion control systems. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how.
Safe Harbor Statement
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning future revenue and earnings, involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including the ability to complete the STAHL acquisition or delays in its completion, increased exposure to markets and geographies in which STAHL is more concentrated than the Company's existing business, such as the oil and gas industry and Europe, risks related to integration, such as disruptions in customer or vendor relationships or lost business, risks related to employee relations or risks related to diligence, such as contingent liabilities of STAHL that are unknown to the Company or turn out to be greater than the Company expects, risks related to doing business outside the United States, including varying legal protections, rights and obligations, and risks related to global legal compliance, risks related to increased debt expected to be incurred to finance the acquisition, including the Company's ability to service and repay such debt and the possibility that debt service could reduce the Company's ability to take advantage of opportunities that would benefit the Company's business, risks related to the Company's ability to achieve synergies in the time frame and magnitudes that the Company expects, the lack of audited financial statements relating to STAHL or pro forma financial information prepared in accordance with SEC rules, and the possibility that the audit process could result in financial information that investors consider adverse, which could affect the trading price of the Company's common stock, general economic and business conditions, conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the effect of operating leverage, the pace of bookings relative to shipments, the ability to expand into new markets and geographic regions, the success in acquiring additional new business and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release.
2
Contacts:
Gregory P. Rustowicz
Investor Relations:
Vice President - Finance and Chief Financial Officer
Deborah K. Pawlowski
Columbus McKinnon Corporation
Kei Advisors LLC
716-689-5442
716-843-3908
greg.rustowicz@cmworks.com
dpawlowski@keiadvisors.com
3

text: Columbus McKinnon

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text: Columbus McKinnon Corporation

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text: STAHL

text: Timothy T. Tevens

text: Columbus McKinnon

text: STAHL

text: STAHL

text: STAHL

text: Columbus McKinnon

text: STAHL CraneSystems

text: STAHL

text: STAHL CraneSystems

text: STAHL

text: Konecranes Plc

text: Columbus McKinnon

text: STAHL

text: Columbus McKinnon

text: STAHL

text: Columbus McKinnon

text: STAHL

text: Columbus McKinnon

text: Columbus McKinnon

text: STAHL

text: STAHL

text: STAHL

text: STAHL

text: Columbus McKinnon Corporation


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
NetLogic Microsystems Contact:
Investor Relations Contact:
Mike Tate
Leslie Green
VP and CFO
Green Communications, Inc.
650-230-5708
(650) 312-9060
mtate@netlogicmicro.com
ir@netlogicmicro.com
NetLogic Microsystems to Acquire Aeluros, Inc., a Leading
Provider of Low-Power 10-Gigabit Interface Technologies and Products
Aeluros' high-speed, low-power interface and interconnect technologies to accelerate NetLogic Microsystems' leadership in next-generation knowledge-based processors
Mountain View, Calif. - Oct. 24, 2007 -
NetLogic Microsystems, Inc. [NASDAQ: NETL], the leader in the design and development of knowledge-based
processors, today announced it has signed a definitive agreement to acquire Aeluros, Inc., a privately-held, fabless provider of industry-leading 10-Gigabit Interface technologies and semiconductor products. Low-power, multi-gigabit interface
technology is an increasingly important component in driving next-generation knowledge-based processors, as well as in enabling 10-Gigabit Ethernet (10GE) physical layer (PHY) connectivity for enterprise and datacenter networks.
Since its founding in 2001, the Aeluros team has delivered significant innovation to the performance, functionality and low-power operation of 10GE PHY technology. This
leadership in 10GE PHY technology has led to Aeluros' products being designed into numerous next-generation systems at leading networking OEMs and optical module manufacturers.
Through the acquisition, NetLogic Microsystems also expects to expand its worldwide leadership in knowledge-based processors by delivering next-generation processors that incorporate the industry's best-in-class,
ultra low power interface technology from Aeluros. Leading original equipment manufacturers (OEMs) are driving the
requirements for higher speed interfaces at lower power and lower cost to support bandwidth-hungry video applications in the enterprise and datacenter.
NetLogic Microsystems expects the acquisition of Aeluros to raise the bar of innovation for the industry and to accelerate its next-generation knowledge-based processor roadmap.
"We are very excited to have such a very strong and proven team join NetLogic Microsystems. Aeluros will provide us with a strong leadership position in interface technology for our next-generation
knowledge-based processors, and will complement our team and product portfolio with their advanced portfolio of 10GE products", said Ron Jankov, president and CEO of NetLogic Microsystems. "We believe this synergistic combination will
allow us to continue to deliver highly compelling products to our customers and partners".
Aeluros is headquartered in Mountain View, Calif., and
comprises one of the industry's most experienced team of high-caliber analog engineers. The team's expertise in developing low-power 10-Gigabit interface technology in mainstream CMOS process is a compelling differentiator, and represents
a scarce engineering talent that will form the center of excellence in high-speed interface technology for NetLogic Microsystems.
"Aeluros'
leadership in high-speed interface technology is very complementary with NetLogic Microsystems' leadership in knowledge-based processing", said Stefanos Sidiropoulos, CEO of Aeluros. "The combination will enable us to deliver
best-in-class interface technology for next-generation knowledge-based processors as well as to enhance the market success of Aeluros' 10GE physical layer products and our ability to serve our customers".
Aeluros' existing 10GE physical layer products are expected to benefit from the same market drivers as for NetLogic Microsystems' knowledge-based processor.
These include the growth in 10-Gigabit Ethernet ports in switches and routers for the enterprise, the upgrade of the telecom infrastructure to support Internet Protocol Television (IPTV), and the new 10GE IP-backbone for advanced mobile wireless and
application-aware networking.
NetLogic Microsystems expects to pay $57 million in cash upon the closing of the transaction in exchange for all of the
outstanding equity securities of Aeluros. NetLogic Microsystems will reserve approximately 115,000 shares of common stock for future issuance upon the exercise of unvested employee stock options of Aeluros that will be assumed by NetLogic
Microsystems and will be subject to continued employment vesting requirements. In addition, under the terms of the definitive agreement, NetLogic Microsystems may pay up to an additional $20 million upon the attainment of performance milestones for
the acquired business. A portion of the consideration payable to the stockholders of Aeluros will be placed into escrow pursuant to the terms of the definitive agreement. The acquisition has been approved by both companies' Board of Directors
and is subject to customary closing conditions. The acquisition is expected to close within the next 10 days.
About NetLogic Microsystems
NetLogic Microsystems, Inc. (NASDAQ:NETL - News), a fabless semiconductor company headquartered in Mountain View, California, designs, develops and
markets high performance knowledge-based processors for a variety of advanced wireline and mobile wireless networking systems, such as routers, switches, wireless infrastructure equipment, network security appliances, network access equipment and
networked storage devices. NetLogic Microsystems' knowledge-based processors employ an advanced processor architecture and a large knowledge or signature database containing information on the network, as well as applications and content that
run on the network, to make complex decisions about individual packets of information traveling through the network. Knowledge-based processors from NetLogic Microsystems significantly enhance the ability of networking original equipment
manufacturers (OEMs), to supply network service providers with systems offering more advanced functionality for the Internet, such as high-definition video delivery over the Internet (IPTV), voice transmission over the Internet (VoIP), unified
threat management (UTM), virtual private networks (VPN), rich content delivery over mobile wireless networks, and streaming video and audio. For more information about products offered by NetLogic Microsystems, call 650.961.6676 or visit the
NetLogic Microsystems Web site at http://www.netlogicmicro.com.
About Aeluros
Aeluros, Inc. is a fabless semiconductor company innovating serial, high-performance, high-density physical layer (PHY) solutions in mainstream CMOS technology. Led by a technical and business management team with a
unique understanding of the intricacies involved in building highly integrated 10 Gbps systems, Aeluros has successfully delivered to the communications and computing markets a series of analog-intensive IC devices and IP cores demonstrating
distinct advantages in density, power, performance and cost. Aeluros's list of industry firsts includes the industry's 1st 10G PHY/SerDes (XAUI) with integrated EDC (10GBASE-LRM) for X2-LRM and SFP+ applications. For more information about
Aeluros, please visit the company's Web site at www.aeluros.com.
NetLogic Microsystems and the NetLogic Microsystems logo are trademarks of NetLogic
Microsystems, Inc. All other trademarks are properties of their respective owners.
###
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press
release regarding NetLogic Microsystems' business which are not historical facts may be "forward-looking statements" that involve risks and uncertainties. Forward-looking statements are based on certain assumptions and expectations of
future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include,
but are not limited to, customer acceptance and demand for our products, the volume of sales to our principal product customers, manufacturing yields for our products, the timing of manufacture and delivery of product by our foundry suppliers, the
length of our sales cycles,
the timing of our receipt of customer orders during the quarter,
our average selling prices, the strength of the OEM networking equipment market and the cyclical nature of that market and the semiconductor
industry. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's reports on Forms 10-K and 10-Q, as well
as other reports that NetLogic Microsystems files from time to time with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and NetLogic Microsystems undertakes no
obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.

text: NetLogic Microsystems

text: Leslie Green

text: NetLogic Microsystems

text: Aeluros, Inc.

text: Aeluros

text: NetLogic Microsystems

text: NetLogic Microsystems, Inc.

text: Aeluros, Inc.

text: Aeluros

text: Aeluros

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: Aeluros

text: Ron Jankov

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: Stefanos Sidiropoulos

text: Aeluros

text: Aeluros

text: Aeluros

text: NetLogic Microsystems

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: Aeluros

text:
NetLogic
Microsystems

text: NetLogic Microsystems

text: Aeluros

text: NetLogic Microsystems

text: NetLogic Microsystems, Inc.

text: NetLogic Microsystems

text: NetLogic Microsystems

text: NetLogic Microsystems

text: NetLogic Microsystems

text: Aeluros

text: Aeluros, Inc.

text: Aeluros

text: Aeluros

text: Aeluros

text: NetLogic Microsystems

text: NetLogic Microsystems

text:
NetLogic
Microsystems, Inc.

text: NetLogic Microsystems

text: NetLogic Microsystems

text: NetLogic Microsystems


text:
EX-99.1
2
exhibit991fvcloseczwi20160.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Citizens Community Bancorp, Inc. Closing Four Branch Offices to Streamline Operating Efficiencies
EAU CLAIRE, WI, August 17, 2016 - Citizens Community Bancorp, Inc. (the "Company") (Nasdaq: CZWI), the parent company of Citizens Community Federal N.A. (the "Bank"), today announced it will close four offices located in Walmart facilities in Eastern Wisconsin. Customers will be receiving a letter in the coming days outlining the details of the transition.
"After examining branch profitability through our strategic planning review, we decided it was prudent to close these offices, effective November 15 and November 16, 2016. This approach is consistent with other banks throughout the country that are closing less profitable branches and providing additional electronic services to enhance operating efficiencies and, in turn, improve shareholder returns. The branches are located in Fond du Lac, Oshkosh, Appleton and Neenah, Wisconsin and had total deposits at June 30, 2016 of approximately $57.7 million. These limited service branches contain a large percentage of high cost certificate of deposit accounts, expensive lease rates and have limited lending opportunities in a highly competitive market that have generated minimal loan production. We are optimistic, based on similar branch closing experiences, that we will retain many customer relationships because of our online and mobile banking services", said Stephen Bianchi, President and Chief Executive Officer.
We believe the branch closures will enhance our efficiency, reduce our direct non-interest operating expenses by approximately $50,000 per month and provide a better return on earning assets and shareholder equity. The Bank expects to incur a total pretax charge of about $720,000 realized during the fiscal fourth quarter of 2016 and first quarter of fiscal 2017 related to the branch closures and will begin to recognize the full financial benefit of these efficiency efforts immediately in the second fiscal quarter of 2017.
About the Company
Citizens Community Federal N.A., a wholly owned subsidiary of Citizens Community Bancorp, Inc., is a full-service national bank based in Altoona, Wisconsin, serving more than 50,000 customers in Wisconsin, Minnesota and Michigan through 21 branch locations. Subsequent to the branch closures, the Company will operate through 17 branch locations. The Company's stock trades on the NASDAQ Global Market under the symbol "CZWI".
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this release are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "anticipate", "believe", "could", "expect", "intend", "may", "planned", "potential", "should", "will", "would" or the negative of those terms or other words of similar meaning. Such forward-looking statements in this release are inherently subject to many uncertainties arising in the Company's operations and business environment. These uncertainties include general economic conditions, in particular, relating to consumer demand for the Bank's products and services; the Bank's ability to maintain current deposit and loan levels at current interest rates; competitive and technological developments; deteriorating credit quality, including changes in the interest rate environment reducing interest margins; prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; the Bank's ability to maintain required capital levels and adequate sources of funding and liquidity; maintaining capital requirements may limit the Bank's operations and potential growth; changes and trends in capital markets; competitive pressures among depository institutions; effects of critical accounting estimates and judgments; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (FASB) or other regulatory agencies overseeing the Bank; the Bank's ability to implement its cost-savings and revenue enhancement initiatives, including costs associated with its branch consolidation and new market branch growth initiatives; legislative or regulatory changes or actions or significant litigation adversely affecting the Bank; fluctuation of the Company's stock price; the Bank's ability to attract and retain key personnel; the Bank's ability to secure confidential information through the use of computer systems and telecommunications networks; and the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Such uncertainties and other risks that may affect the Company's performance are discussed further in Part I, Item 1A, "Risk Factors", in the Company's Form 10-K, for the year ended September 30, 2015 filed with the Securities and Exchange Commission on December 7, 2015. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this news release or to update them to reflect events or circumstances occurring after the date of this release.
Contact: Steve Bianchi, CEO
(715)-836-9994

text: Citizens Community Bancorp, Inc.

text: Citizens Community Bancorp, Inc.

text: Stephen Bianchi

text: Citizens Community Bancorp, Inc.

text: Steve Bianchi


text:
EX-99.1
72
v064884_ex99-1.htm
Exhibit
99.1
MPLC,
Inc. and New Motion, Inc. Complete Acquisition and Close on $6,500,000 in
private placement.
IRVINE,
CA -- (BUSINESS WIRE) -- MPLC, Inc. ("MPLC") (OTCBB:MPNC- News) and New Motion
("New Motion") jointly announce the completion of the acquisition of all of the
outstanding securities of New Motion, with New Motion becoming a wholly-owned
subsidiary and the sole operations of MPLC.; and the closing on a private
placement for gross proceeds of $6,500,000, each as previously announced.
Newly
appointed CEO of MPLC, Burton Katz commented, "We are extremely excited about
the completion of the transaction with MPLC. It's been a long road to get
to
this point, but one we believe will be particularly rewarding for all of
our
core constituents - shareholders, team members and customers.
Sanders
Morris Harris, Inc. acted as advisor to New Motion, Inc. on both the merger
negotiation and the $6,500,000 Private Placement. Please contact Dean Oakey
(213-253-22820 in our Los Angeles office for more information.
About
New
Motion, Inc.
New
Motion, Inc. (www.newmotioninc.com),
based
in Irvine, CA, is a direct-to-consumer mobile content provider. It develops,
licenses, markets, and sells binary content such as polyphonic ring tones,
MP3
"true tones" and voice tones, wallpapers and graphics, WAP, video and Java
based
games. Through its consumer portal, www.MobileSidewalk.com,
its
goal is to be the marketplace for consumers to find and purchase all their
mobile content. With over 750,000 customers served, it is one of the fastest
growing mobile content companies in the United States.
Safe
Harbor
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, about MPLC. Forward-looking
statements are statements that are not historical facts. Such forward-looking
statements, based upon the current beliefs and expectations of MPLC's
management, are subject to risks and uncertainties, which could cause actual
results to differ from the forward looking statements. The following factors,
among others, could cause actual results to differ from those set forth in
the
forward-looking statements: changing interpretations of generally accepted
accounting principles; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes adversely
affecting the businesses in which New Motion engaged; demand for the products
and services that New Motion provides, general economic conditions; geopolitical
events and regulatory changes, as well as other relevant risks detailed in
MPLC's filings with the Securities and Exchange Commission. The information
set
forth herein should be read in light of such risks. MPLC assumes no obligation
to update the information contained in this press release.

text:
MPLC,
Inc.

text: New Motion, Inc.

text: MPLC, Inc.

text: New Motion

text: New Motion

text: New Motion

text: New Motion

text:
Sanders
Morris Harris, Inc.

text: New Motion, Inc.

text:
New
Motion, Inc.

text:
New
Motion, Inc.

text: New Motion

text: New Motion


text:
EX-99.1
6
interland8k83105ex99.txt
PRESS RELEASE
EXHIBIT 99.1
INTERLAND ANNOUNCES SALE OF DEDICATED SERVER ASSETS TO PEER 1 NETWORK
Sale Positions Interland to Focus on Web Site Hosting, Increase its Cash
Position and is a Major Step Toward
Restructuring; Purchase Price of $14 Million in Cash
ATLANTA, GA - SEPTEMBER 1, 2005-- Interland (NASDAQ: INLD), a leading provider
of Web sites and online services for small and medium-sized businesses, today
announced that it has sold its dedicated server assets to Peer 1 Network
Enterprises, Inc., a provider of high performance Internet infrastructure, for a
purchase price of approximately $14 million in cash. Under the terms of the
agreement, Peer 1 Network acquired approximately 8,300 servers, as well as
operating facilities in Atlanta, GA, Miami, FL, and Fremont, CA. The dedicated
server assets accounted for approximately 37% of Interland's revenues for the
nine-month period ending May 31, 2005.
"The sale of the dedicated server assets is an important milestone in our
restructuring plan and allows Interland to invest in our core lines of business
- providing Web sites and online services to small and medium-sized businesses,"
said Jeffrey M. Stibel, CEO of Interland. "This transaction gives the company
increased financial flexibility and is the first step toward focusing on our
core competencies while realigning our revenues with high margin, high growth
business initiatives".
The company's dedicated customers, which represent approximately 5% of
Interland's total accounts, should experience no immediate change in services
and should receive continuity of Web site operations under Peer 1 Network. The
goal is to ensure a seamless transition for employees and customers, enabling
both companies to focus on their core lines of business. Interland will provide
more detail on the transaction's impact on its business in its future SEC
filings and at the next quarterly earnings conference call.
Disposing of the dedicated server assets will allow Interland to realize
significant savings, including long term lease obligations associated with the
three data center facilities, capital expenditures associated with the ongoing
purchase of dedicated servers, multiple bandwidth contract eliminations, and a
substantial reduction in the number of employees. The $14 million in gross cash
proceeds will be reduced by $2.8 million that will be held in an escrow account
for 12 months and by approximately $1.4 to $2.2 million in transaction-related
expenses. The company expects that the transaction will have a net negative
effect in the range of $1.5 to $3.0 million on its reported net earnings for its
fourth quarter mostly as a result of non-cash charges.
Under the deal, Interland employees will continue to run the dedicated server
business, under Peer 1's management, for approximately 90 days after closing.
Peer 1 will have the opportunity to extend employment offers to those employees
during the 90-day transition period.
ABOUT INTERLAND
Interland, Inc. (NASDAQ: INLD) is a leading provider of Web sites and online
services focused on helping small and medium-sized businesses achieve success by
providing the knowledge, services and tools to build, manage and promote
businesses online. Interland offers a wide selection of online services,
including standardized Web hosting, ecommerce, application hosting, Web site
development, online marketing and optimization tools. For more information about
Interland, please visit www.interland.com or call at 800-336-9883.
ABOUT PEER 1 NETWORK
Peer 1 Network, the first Internet infrastructure provider to offer a 100%
uptime guarantee, delivers leading-edge server colocation, IP network and
customer support solutions to performance-hungry customers worldwide. Since its
inception in 1999, the company has grown to 12 state-of-the-art data centers and
17 points of presence across North America and Europe, all connected by Peer 1's
world class IP network. Peer 1 serves customers who range from gaming to VoIP,
to enterprise. The company's headquarters are located in Vancouver, Canada and
the stock is traded on the TSX Venture exchange under the symbol PIX. In 2004
Peer 1 acquired ServerBeach Ltd, a self-managed dedicated server company. For
more information visit www.peer1.net.
###
Forward-looking Statements
Except for the historical information contained in this press release,
statements in this press release may be considered forward-looking statements.
These forward-looking statements include, but are not limited to: focus on our
core competencies and realign our revenues with high margin, high growth
business initiatives, our goal of a seamless transition for employees and
customers, and our increased flexibility. Actual results may differ materially
from those contained in the forward-looking statements in this press release.
Factors which could affect these forward-looking statements, and Interland's
business, include but are not limited to: the ability to operate within budgeted
expense, the ability of the company to improve customer satisfaction and expand
its customer base as planned, our growing dependence on our reseller and other
indirect sales channels, general economic conditions, the impact of competition,
quarterly fluctuations in operating results, the loss of customers with failing
businesses and customer churn in general, customer acceptance of new products
and services, the possible lack of availability of our restricted investments,
the retention of key employees, investments in new business opportunities,
higher than expected costs of litigation and the impact of liabilities that
could carry over from Micron Electronics' discontinued operations. Certain of
these and other risks associated with Interland's business are discussed in more
detail in its public filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and
its Current Reports on Form 8-K, and its proxy statement. Investors should not
place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. The Company does not undertake to update its
forward-looking statements. The Company has filed or will shortly file a Form
8-K containing additional information regarding this transaction, and copies of
the primary documents. Please refer to the Form 8-K for additional information.
PRESS AND INVESTOR CONTACTS
Interland
Peter Delgrosso
VP, Corporate Communications
404-260-2500
investor@interland.com
Peer 1 Network Enterprises, Inc.
Katie Wilson
Director of Communications
866-683-7747
kwilson@peer1.net

text: INTERLAND

text: 1 NETWORK

text: Interland

text: Interland

text:
Peer 1 Network
Enterprises, Inc

text: Interland

text: Interland

text: Jeffrey M. Stibel

text: Interland

text: Interland

text: Interland

text: Interland

text: Interland

text: INTERLAND

text: Interland

text: Interland

text: Interland

text: Interland

text: Interland

text: Interland

text: Peter Delgrosso

text: Peer 1 Network Enterprises, Inc

text: Katie Wilson


text:
EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
CIFC CORP. ANNOUNCES
SALE OF CERTAIN NON-CORE ASSETS
NEW YORK, February 7, 2011 - CIFC Corp. (NASDAQ: DFR) (the "Company")
is pleased to announce that
its wholly-owned indirect subsidiaries, DFR Middle Market Holdings Ltd. and Deerfield Capital
Management LLC (together, the "Sellers"), today entered into and consummated the sale of 100% of
each of the unrated Subordinated Note and Class D Deferrable Mezzanine Notes tranches issued by DFR
Middle Market CLO Ltd. (the "CLO"), together with the rights to manage the CLO, for an aggregate
sale price of $36.5 million. This sale, together with other asset sales and dispositions,
represents the completion of the Company's intention to reposition its core business as a fee based
asset manager and free up capital to support further growth.
About the Company
The Company, based in New York, is one of the largest senior secured corporate loan managers in the
world. The Company combines what it believes are the best underwriting, portfolio management and
value maximization practices of banks and asset managers to unlock long-term value for investors.
The Company's heritage CIFC CLO fund family has market leading performance in the U.S. managed CLO
segment. The firm manages $10.7 billion across 29 CLOs as of September 30, 2011 and serves more
than 200 institutional investors in North America, Europe, Asia and Australia. For more
information, please visit the Company's website at
www.cifc.com
.
Certain statements in this press release are forward-looking statements, as permitted by the
Private Securities Litigation Reform Act of 1995. These include statements regarding future results
or expectations. Forward-looking statements can be identified by forward-looking language,
including words such as "believes", "anticipates", "expects", "estimates", "intends", "may,"
"plans", "projects", "will" and similar expressions, or the negative of these words. Such
forward-looking statements are based on facts and conditions as they exist at the time such
statements are made, various operating assumptions and predictions as to future facts and
conditions, which may be difficult to accurately make and involve the assessment of events beyond
the Company's control. Caution must be exercised in relying on forward-looking statements. The
forward-looking statements contained in this press release are made as of the date hereof, and the
Company does not undertake any obligation to update any forward-looking statement to reflect
subsequent events, new information or circumstances arising after the date hereof.

text: CIFC CORP.

text: CIFC Corp.

text: DFR Middle Market Holdings Ltd.

label: fund

text:
Deerfield Capital
Management LLC

override: fund


text:
EX-99.1
2
d65218dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Investors and Media:
Andy Kellogg & Kory Kutzke
(630)
824-1907
SUNCOKE ENERGY, INC. COMPLETES ACQUISITION
OF SUNCOKE ENERGY PARTNERS, L.P.
Lisle, Ill. (June 28, 2019) -
SunCoke Energy, Inc. (NYSE: SXC) ("SunCoke") and SunCoke Energy Partners, L.P. (NYSE: SXCP)
("SXCP") today announced that SunCoke has completed its previously announced acquisition of all of SXCP's outstanding common units not already owned by SunCoke. Following this acquisition, SXCP's common units are no longer traded
publicly on the New York Stock Exchange.
"We are pleased with the overwhelmingly favorable support received from our investors for this important
transaction", said Mike Rippey, President and Chief Executive Officer of SunCoke. "The simplified corporate structure increases liquidity and improves financial flexibility, which strengthens our ability to execute on strategic objectives
and generate significant value for SunCoke stockholders".
ABOUT SUNCOKE ENERGY, INC.
SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke for the blast furnace production of steel under long-term,
take-or-pay
contracts that pass through commodity and certain operating costs to customers. We utilize an innovative heat-recovery technology that captures excess heat for steam or electrical power
generation. Our cokemaking facilities are located in Illinois, Indiana, Ohio, Virginia and Brazil. We have more than 55 years of cokemaking experience serving the integrated steel industry. In addition, we provide export and domestic material
handling services to coke, coal, steel, power and other bulk and liquids customers. Our logistics terminals have the collective capacity to mix and transload more than 40 million tons of material each year and are strategically located to reach
Gulf Coast, East Coast, Great Lakes and international ports. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.
FORWARD-LOOKING STATEMENTS
Some of the statements
included in this press release constitute "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking
statements include all statements that are not historical facts and may be identified by the use of such words as "believe", "expect", "plan", "project", "intend", "anticipate,"
"estimate", "predict", "potential", "continue", "may", "will", "should" or the negative of these terms or similar expressions. Forward-looking statements are inherently uncertain
and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SXC) that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to domestic and
international economic, political, business, operational, competitive, regulatory and/or market factors affecting SXC, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial
actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules
applicable to SXC; and changes in tax, environmental and other laws and regulations applicable to SXC's businesses.
Forward-looking statements are
not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SXC management, and upon assumptions by SXC concerning future conditions, any or all of which ultimately may prove to be inaccurate. The
reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SXC does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or
associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable
law. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SXC has included in its filings with the Securities and Exchange Commission (the
"SEC") cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SXC. For
information concerning these factors, see SXC's SEC filings such as its annual and quarterly reports and current reports on Form
8-K,
copies of which are available free of charge on SXC's website at
www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse
effects on forward-looking statements.
# # #

text: SUNCOKE ENERGY, INC.

text: SUNCOKE ENERGY PARTNERS, L.P.

text: SunCoke Energy, Inc.

text: SunCoke

text: SunCoke Energy Partners, L.P.

text: SXCP

text: SXCP

text: SunCoke

text: SXCP

text: SunCoke

text: SXCP

text: Mike Rippey

text: SunCoke

text: SunCoke

text: SUNCOKE ENERGY, INC.

text: SunCoke Energy, Inc.

text: SunCoke Energy, Inc.


text:
EX-99.1
2
exhibit991pressrelease42.htm
EXHIBIT 99.1
exhibit991pressrelease42
EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Completes Merger with MutualFirst Financial, Inc. Warren, Pennsylvania - April 24, 2020 Northwest Bancshares, Inc. ("Northwest") (NASDAQ: NWBI), the holding company for Northwest Bank, announced today that it has successfully completed its merger with MutualFirst Financial, Inc. ("MutualFirst Financial") (NASDAQ: MFSF), the holding company for MutualBank. Ronald J. Seiffert, Chairman, President and Chief Executive Officer of Northwest Bancshares, Inc., commented, "We are pleased to announce the completion of our merger with MutualFirst Financial, Inc. and MutualBank. The management teams and employees of both Northwest and MutualFirst Financial have worked tirelessly over the past six months to prepare for the integration of our two companies. We believe that this transaction will help deliver value through increased operating scale and new market opportunities. The combined strength of our institutions will allow us to better serve customers across all of our markets with a wide range of financial products and services, while maintaining the personal service they expect from their community bank." Under the terms of the merger agreement, each share of common stock of MutualFirst Financial, Inc. will be converted into the right to receive 2.4 shares of Northwest Bancshares, Inc. common stock. Cash will be paid in lieu of fractional shares at a rate of $10.71 per whole share of Northwest Bancshares, Inc. common stock. Northwest issued 20,659,087 shares of common stock in the merger (subject to adjustment for cash issued in lieu of fractional shares), and based upon the $10.33 per share closing price of Northwest's common stock on April 24, 2020, the transaction value was approximately $213.4 million. The completion of the merger has resulted in a bank with approximately $12.8 billion in total assets, providing banking services through 214 branch locations and 273 ATMs in four states. The transaction has expanded Northwest's franchise by 36 full service offices located in Indiana. B. Riley FBR, Inc. served as financial advisor and Luse Gorman, PC served as legal counsel to Northwest Bancshares, Inc. in this transaction. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Silver, Freedman, Taff & Tiernan LLP served as legal counsel to MutualFirst Financial, Inc. About Northwest Bancshares, Inc. Headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc. (NASDAQ: NWBI) is the holding company of Northwest Bank. Founded in 1896, Northwest Bank is a full-service financial institution offering a complete line of business and personal banking products, employee benefits and wealth management services, as well as the fulfillment of business and personal insurance needs. As of March 31, 2020, Northwest operated 170 full-service community banking offices and eight free standing drive-through facilities in Pennsylvania, New York and Ohio. Northwest Bancshares, Inc.'s common stock is listed on the NASDAQ Global Select Market ("NWBI").
Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed online at www.northwest.com. Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Northwest's and MutualFirst Financial's expectation or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe", "expect", "anticipate", "intend", "target", "estimate", "continue", "positions", "prospects" or "potential", by future conditional verbs such as "will", "would", "should", "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections. In addition to factors previously disclosed in Northwest's and MutualFirst Financial's reports filed with the U.S. Securities and Exchange Commission (the "SEC") and those identified elsewhere in this document, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: difficulties and delays in integrating MutualFirst Financial business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Northwest products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms; and the impact of COVID-19.

text: NORTHWEST BANCSHARES, INC.

text: Ronald J. Seiffert

text: Northwest Bancshares, Inc.

text: MutualFirst Financial, Inc.

text: Northwest Bancshares, Inc.

text: MutualFirst Financial, Inc.

text: MutualBank

text: Ronald J. Seiffert

text: Northwest Bancshares, Inc.

text: MutualFirst Financial, Inc.

text: MutualBank

text: MutualFirst Financial, Inc.

text: Northwest Bancshares, Inc.

text: Northwest Bancshares, Inc.

text: B. Riley FBR, Inc.

text: Luse Gorman, PC

text: Northwest Bancshares, Inc.

text: Silver, Freedman, Taff & Tiernan LLP

text: MutualFirst Financial, Inc.

text: Northwest Bancshares, Inc.

text: Northwest Bancshares, Inc.

text: Northwest Bancshares, Inc.

text: Northwest Bancshares, Inc.


text:
EX-99.2
4
tv497995_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Pro Forma Financial Information
On July 2, 2018, Safeguard Delaware, Inc.,
a subsidiary of Safeguard Scientifics, Inc. ("the Company"), entered into a stock repurchase agreement with MediaMath
Holdings, Inc. ("MediaMath"), pursuant to which the Company agreed to sell to MediaMath, and MediaMath agreed to repurchase
from the Company, 39.13% of the Company's ownership position in MediaMath for a purchase price of $45.0 million. The Company
also granted MediaMath an option to repurchase an additional 10.87% of the Company's ownership position in MediaMath for
$12.5 million within 180 days after the close of the initial transaction.
The
following unaudited pro forma consolidated statements of operations of the Company give effect to the transaction as if it had
been consummated on January 1, 2017. The unaudited pro forma consolidated balance sheet of the Company gives effect to the transaction
as if it had been consummated on March 31, 2018. The unaudited pro forma consolidated financial statements of the Company do not
reflect the exercise of MediaMath's option to repurchase an additional 10.87% of the Company's ownership position
for
$12.5 million within 180 days after the close of the initial transaction since such exercise is at MediaMath's discretion.
The
Company historically accounted for its ownership interest in MediaMath using the equity method of accounting. The Company's
historical consolidated statements of operations included equity income (loss) related to its ownership position in MediaMath.
The unaudited pro forma consolidated statements of operations of the Company eliminate the equity income (loss) related to MediaMath
from January 1, 2017 through March 31, 2108.
The
unaudited pro forma financial information of the Company described above should be read in conjunction with the historical consolidated
financial statements of the Company and the related notes thereto. The unaudited pro forma financial statements of the Company
are not necessarily indicative of the financial position or results of operations of the Company that may have actually occurred
had the transaction taken place on the dates noted, or the future financial position or operating results of the Company.
Safeguard Scientifics, Inc.
Unaudited Pro Forma Condensed
Consolidated Balance Sheet
March 31, 2018
(In thousands, except per value)
As Reported
Adjustments for
Partial Disposition
of MediaMath (1)
Pro Forma
Assets
Cash, cash equivalents and marketable securities
$
34,338
$
45,000
(1)
$
79,338
Other current assets
2,856
-
2,856
Total current assets
37,194
45,000
82,194
Ownership interest in and advances to partner companies
132,277
(1,381
)(2)
130,896
Other assets
1,751
-
1,751
Total Assets
$
171,222
$
43,619
$
214,841
Liabilities and Equity
Liabilities:
Other current liabilities
$
5,481
$
-
$
5,481
Convertible senior debentures -current
40,829
-
40,829
Total current liabilities
46,310
-
46,310
Other long-term liabilities
3,341
-
3,341
Credit facility
45,736
-
45,736
Total liabilities
95,387
-
95,387
Equity:
Preferred stck, $0.10 par value; 1,000 shares authorized
-
-
-
Common stock, $0.10 par value; 83,333 shares authorized; 21,573 shares issued at March 31, 2018
2,157
2,157
Additional paid-in capital
812,796
812,796
Treasury stock, at cost, 1,012 shares at March 31, 2018
(17,441
)
(17,441
)
Accumulated deficit
(721,646
)
43,600
(3)
(678,046
)
Accumulated other comprehensive loss
(31
)
19
(12
)
Total equity
75,835
43,619
119,454
Total Liabilities and Equity
$
171,222
$
43,619
$
214,841
(1) The unaudited pro forma consolidated balance sheet gives
effect to the transaction assuming the partial disposition of MediaMath occurred on March 31, 2018.
(2) Reflects the carrying value for the disposed portion
of the Company's ownership interest in MediaMath.
(3) Reflects the non-recurring net gain on sale, calculated
as the excess of the estimated net proceeds of $45,000 over the carrying value for the disposed portion of the Company's ownership
interest in MediaMath as of March 31, 2018.
Safeguard Scientifics, Inc.
Unaudited Pro Forma Consolidated
Statement of Operations
For the Year Ended December
31, 2017
(In thousands, except per share data)
As Reported
Adjustments
for Partial
Disposition of
MediaMath (1)
Pro Forma
General and administrative expense
$
17,131
$
-
$
17,131
Operating loss
(17,131
)
-
(17,131
)
Other income (loss), net
(339
)
-
(339
)
Interest income
3,876
-
3,876
Interest expense
(8,620
)
-
(8,620
)
Equity income (loss)
(66,358
)
2,539
(2)
(63,819
)
Net loss before income taxes
(88,572
)
2,539
(86,033
)
Income tax benefit (expense)
-
-
-
Net loss
$
(88,572
)
$
2,539
$
(86,033
)
Net loss per share:
Basic
$
(4.34
)
$
(4.21
)
Diluted
$
(4.34
)
$
(4.21
)
Weighted average shares used in computing net loss per share:
Basic
20,430
20,430
Diluted
20,430
20,430
(1) The unaudited pro forma consolidated statements of operations
give effect to the transaction assuming the partial disposition of MediaMath occurred on January 1, 2017 and exclude the $43,600
non-recurring net gain on sale.
(2) Reflects the elimination of equity income (loss) related
to the Company's ownership interest in MediaMath under the equity method of accounting.
Safeguard Scientifics, Inc.
Unaudited Pro Forma Consolidated Statement
of Operations
For the Three Months Ended March 31,
2018
(In thousands, except per share data)
As Reported
Adjustments
for Partial
Disposition of
MediaMath (1)
Pro Forma
General and administrative expense
$
5,589
$
-
$
5,589
Operating loss
(5,589
)
-
(5,589
)
Other income (loss), net
(1,435
)
-
(1,435
)
Interest income
798
-
798
Interest expense
(2,690
)
-
(2,690
)
Equity income (loss)
2,746
(583
)(2)
2,163
Net loss before income taxes
(6,170
)
(583
)
(6,753
)
Income tax benefit (expense)
-
-
-
Net loss
$
(6,170
)
$
(583
)
$
(6,753
)
Net loss per share:
Basic
$
(0.30
)
$
(0.33
)
Diluted
$
(0.30
)
$
(0.33
)
Weighted average shares used in computing net loss per share:
Basic
20,506
20,506
Diluted
20,506
20,506
(1) The unaudited pro forma consolidated statements of operations
give effect to the transaction assuming the partial disposition of MediaMath occurred on January 1, 2017.
(2) Reflects the elimination of equity income (loss) related
to the Company's ownership interest in MediaMath under the equity method of accounting.

text: Safeguard Delaware, Inc.

text: Safeguard Scientifics, Inc.

text:
MediaMath
Holdings, Inc.

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: Safeguard Scientifics, Inc.

text: MediaMath

text: MediaMath

text: MediaMath

text: MediaMath

text: Safeguard Scientifics, Inc.

text: MediaMath

text: MediaMath

text: MediaMath

text: Safeguard Scientifics, Inc.

text: MediaMath

text: MediaMath

text: MediaMath


text:
EX-99.1
5
ex99x1.htm
EXHIBIT 99.1
Exhibit 99.1
ARÊTE INDUSTRIES, INC. ANNOUNCES CLOSING OF PURCHASE AND SALE AGREEMENT AND RESTRUCTURING OF CERTAIN LIABILITIES
Westminster, CO
- February 23, 2016 - Arête Industries, Inc. (OTC PINK: ARET) announced today that it successfully closed on the purchase and sale agreement of certain oil and gas properties with an unaffiliated company on December 30, 2015. The assets acquired by the Company are producing oil and gas leases located in Sumner County, Kansas and Kimball County, Nebraska (collectively, the "Properties" and individually, the "Padgett Properties" and the "Nebraska Properties"). The Company acquired 51% of seller's interest (ranging from 47% to 100% of the working interests) in the Padgett Properties and acquired 100% of the seller's interest (100% of the working interests) in the Nebraska Properties for aggregate consideration of $1,100,000 and the issuance of 1,000,000 shares of the Company's restricted common stock valued at $0.10 per share at the date of closing, or $100,000.
The Padget Properties and Nebraska Properties acquired include approximately 870 and 1,680 gross acres, respectively. The Padget Properties currently have 26 gross producing wells and are flowing at a rate of approximately 50 barrels of oil per day. The Properties have undeveloped acreage that the Company plans to seek to develop in the future if oil prices rebound.
Also, on December 31, 2015, the Company restructured certain debts and contingencies with certain related parties. The Company issued $900,000 of its Series A2 7% Convertible Preferred Stock and paid $303,329 in cash as consideration for the following;
·
Payoff of outstanding debt with a principal balance of $792,000
·
Accrued interest through December 31, 2015, of $20,078
·
Cancellation of $250,000 of contingent liabilities
·
Cancellation of a certain profit sharing agreement with respect to high oil and gas prices and a profit sharing agreement in the event the Company sells certain of its properties above certain cost recovery thresholders. The Company now has no such agreements outstanding.
Nicholas Scheidt, CEO, stated "This acquisition and the restructuring of its liabilities and contingencies is consistent with the Company's goals and objectives. The Company also has strengthened its balance sheet by reducing certain obligations, which will free up working capital and provide additional liquidity for the Company. We are very pleased with these positive developments".
Statement as to Forward Looking Statements
Certain statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections or statements reflect Arête's current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected. Important factors that could cause the actual results to differ materially from those projected include, without limitation, the Company's dependence on its management, the Company's significant lack of capital, changes in prices for crude oil and natural gas, the ability of management to execute plans to meet the Company's goals and other risks inherent in the Company's business that are detailed in the Company's Securities and Exchange Commission ("SEC") filings. Readers are encouraged to review these risks in the Company's SEC filings.
For Further Information Contact:
Nicholas Scheidt
CEO
303-427-8688
info@areteindustries.com

text: ARÊTE INDUSTRIES, INC.

text: Arête Industries, Inc.

text: unaffiliated company

text: Nicholas Scheidt

text: Nicholas Scheidt


text:
EX-99.1
2
a11-31212_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS
For immediate release
AAR CORP. Completes the Acquisition of Telair
®
International and Nordisk Aviation
Acquisition Creates Industry-Leading Provider of Commercial and Military Cargo Systems
WOOD DALE, ILLINOIS (December 2, 2011) - AAR CORP. (NYSE: AIR) announced today that it has completed the acquisition of Telair International GmbH (Telair) and Nordisk Aviation Products, AS (Nordisk) from Teleflex Incorporated (NYSE: TFX), which the Company announced on October 21, 2011.
"This acquisition significantly adds to AAR's commercial manufacturing business and elevates our position as a tier-1 provider to the global aerospace market", said David P. Storch, Chairman and Chief Executive Officer of AAR CORP. "We will work closely with the teams at Telair and Nordisk to ensure a smooth transition as we support our expanding customer base and capitalize on new commercial aircraft build cycles".
The businesses will operate as part of AAR's Structures and Systems segment. The combination of Telair and AAR Cargo Systems creates a formidable market leader in the design, production and servicing of aircraft cargo systems for both commercial and military platforms.
AAR is a leading provider of products and value-added services to the worldwide aerospace and government and defense industries. With facilities and sales locations around the world, AAR uses its close-to-the-customer business model to serve customers through four operating segments: Aviation Supply Chain; Government and Defense Services; Maintenance, Repair and Overhaul; and Structures and Systems. More information can be found at www.aarcorp.com.
Contact:
Rick Poulton, Chief Financial Officer, AAR CORP. (630) 227-2075 | rick.poulton@aarcorp.com
Named One of the Most Trustworthy Companies by Forbes.
This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled "Risk Factors", included in the Company's Form 10-K for the fiscal year ended May 31, 2011. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company's control. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR's filings with the Securities and Exchange Commission.
1

text: AAR CORP.

text:
Telair
®
International

text: Nordisk Aviation

text: AAR CORP.

text: Telair International GmbH

text: Nordisk Aviation Products

text: Teleflex Incorporated

text: AAR

text: David P. Storch

text: AAR CORP.

text: AAR

text: AAR

text: AAR

text: AAR

text: Rick Poulton

text: AAR CORP.

text: AAR