text:
EX-99.1
5
ex991pressreleasedateapril.htm
EX-99.1
Document
MGP Ingredients Completes Acquisition of Luxco
Combined company materially increases MGP's scale in the branded-spirits sector and establishes an additional platform for future growth
ATCHISON, Kan., April 1, 2021 - MGP Ingredients, Inc. (Nasdaq: MGPI), a leading supplier of premium distilled spirits and specialty wheat proteins and starches, has completed its previously announced acquisition of Luxco, Inc. and its affiliated companies ("Luxco") effective April 1, 2021.
The acquisition is the latest action driven by MGP's long-term strategy focused on shifting to higher value-added products and significantly diversifies the business. The transaction is additionally expected to improve MGP's gross margin and cash flow generation profile, and management expects EPS to be low to middle single digit percentage accretive in the first full year following its close, excluding one-time transaction expenses.
"By adding a highly respected company and its team to our organization, we are in a strong position to enhance our value proposition and execute our long-term growth strategy", said David Colo, president and CEO of MGP Ingredients, Inc. "We welcome Donn and his family to the MGP shareholder base and look forward to growing our combined business. Our new organization will be stronger together as we optimize operational capabilities and leverage this additional platform for sustainable growth".
About MGP Ingredients, Inc.
Founded in 1941, MGP (Nasdaq: MGPI) is a leading supplier of premium distilled spirits and specialty wheat proteins and starches. Distilled spirits include bourbon and rye whiskeys, gins and vodkas, which are carefully crafted through a combination of art and science backed by a long history of experience. The company's proteins and starches are created in the same manner and provide a host of functional, nutritional and sensory benefits for a wide range of food products. MGP additionally is a top producer of high quality industrial alcohol for use in both food and non-food applications. The company is headquartered in Atchison, Kansas, where it produces premium distilled spirits and food ingredients. The company also produces premium distilled spirits in Washington, D.C., and at its historic distillery in Lawrenceburg, Indiana. For more information, visit mgpingredients.com.
About Luxco, Inc.
Founded in St. Louis in 1958 by the Lux Family, Luxco is a leading producer, supplier, importer and bottler of beverage alcohol products. Our mission is to meet the needs and exceed the expectations of consumers, associates and business partners. Lux Row Distillers brings the family's legacy to the heart of Bourbon Country in Bardstown, Kentucky and is now the home of Luxco's bourbon portfolio, including Ezra Brooks, Rebel, Blood Oath, David Nicholson and Daviess County. Luxco has also built a distillery in the highlands of Jalisco, Mexico - Destiladora González Luxco - where the company's 100 percent agave tequilas, El Mayor and Exotico, are produced. Luxco's innovative and high-quality brand portfolio also includes Everclear Grain Alcohol, Pearl Vodka, Saint Brendan's Irish Cream, The Quiet Man Irish Whiskey, and other well-recognized brands. For more information about the company and its brands, visit www.luxco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements as well as historical information. All statements, other than statements of historical facts, included in this news release regarding the prospects of our industry and our prospects, plans, financial position, business strategy, guidance on changes in operating
1
income, sales, gross margin, and future effective tax rate may constitute forward-looking statements. In addition, forward-looking statements are usually identified by or are associated with such words as "intend", "plan", "believe", "estimate", "expect", "anticipate", "hopeful", "should", "may", "will", "could", "encouraged", "opportunities", "potential", and/or the negatives or variations of these terms or similar terminology. The forward-looking statements contained herein include, but are not limited to, statements about the expected effects on MGP Ingredients, Inc. ("the Company") of the proposed acquisition of Luxco, Inc. and its affiliates ("Luxco"), the expected timing and conditions precedent relating to the proposed acquisition of Luxco, anticipated earnings enhancements, synergies and other strategic options. Forward looking statements are usually identified by or are associated with such words as "intend", "plan", "believe", "estimate", "expect", "anticipate", "hopeful", "should", "may", "will", "could", "encouraged", "opportunities", "potential", and/or the negatives or variations of these terms or similar terminology.
These forward-looking statements reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance, and Company financial results and financial condition and are not guarantees of future performance. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) the satisfaction of the conditions to closing the transaction to acquire Luxco in the anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory approvals related to the acquisition of Luxco; (iii) the ability to realize the anticipated benefits of the acquisition of Luxco; (iv) the ability to successfully integrate the businesses; (v) disruption from the acquisition of Luxco making it more difficult to maintain business and operational relationships; (vi) significant transaction costs and unknown liabilities;(vii) litigation or regulatory actions related to the proposed acquisition of Luxco, and (viii) the financing of the acquisition of Luxco. Additional factors that could cause results to differ materially include, among others, (i) disruptions in operations at our Atchison facility, our Indiana facility, or any Luxco facility, (ii) the availability and cost of grain and flour, and fluctuations in energy costs, (iii) the effectiveness of our grain purchasing program to mitigate our exposure to commodity price fluctuations, (iv) the effectiveness or execution of our strategic plan, (v) potential adverse effects to operations and our system of internal controls related to the loss of key management personnel, (vi) the competitive environment and related market conditions, (vii) the impact of the COVID-19 pandemic, (viii) the ability to effectively pass raw material price increases on to customers, (ix) our ability to maintain compliance with all applicable loan agreement covenants, (x) our ability to realize operating efficiencies, (xi) actions of governments, and (xii) consumer tastes and preferences. For further information on these and other risks and uncertainties that may affect our business, including risks specific to our Distillery Products and Ingredient Solutions segments, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020.
###
For More Information
Investors & Analysts:
Mike Houston
646-475-2998 or investor.relations@mgpingredients.com
Media:
Greg Manis
913-360-5440 or greg.manis@mgpingredients.com
2

text: MGP Ingredients

text: Luxco

text: MGP

text: MGP Ingredients, Inc.

text: Luxco, Inc.

text: Luxco

text: MGP

text: MGP

text: David Colo

text: MGP Ingredients, Inc.

text: MGP

text: MGP Ingredients, Inc.

text: MGP

text: MGP

text: Luxco, Inc.

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: MGP Ingredients, Inc.

text: Luxco, Inc.

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco

text: Luxco


dataset: buster

text:
EX-99
2
newsrelease.htm
PRESS RELEASE
CB Financial Services, Inc. Completes Merger With FedFirst Financial Corporation and Announces Preliminary Results of Cash/Stock Elections, Allocations and Prorations
EXHIBIT 99.1
CB Financial Services, Inc. Completes Merger With FedFirst Financial Corporation and Announces Preliminary Results of Cash/Stock Elections, Allocations and Prorations
CARMICHAELS, Pa., Oct. 31, 2014 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. ("CB"), the holding company for Community Bank, announced today that it has completed its merger with FedFirst Financial Corporation ("FedFirst"), the holding company for First Federal Savings Bank, effective after the close of business today. FedFirst has been merged with and into CB, with CB as the surviving entity, and First Federal Savings Bank has been merged with and into Community Bank, with Community Bank as the surviving entity.
CB's common stock is scheduled to begin trading on the NASDAQ Global Market
®
under the symbol "CBFV" on Monday, November 3, 2014.
Barron P. "Pat" McCune, Jr., CB's Vice Chairman, President and Chief Executive Officer, said, "We at Community Bank are thrilled to welcome the excellent bankers of First Federal Savings Bank into our family. A stronger Community Bank will now have more capabilities to serve the expanding economy of Southwestern Pennsylvania".
Effective as of the completion of the transaction, former FedFirst Directors John J. LaCarte, John M. Swiatek, Patrick G. O'Brien and Richard B. Boyer have been appointed to the Boards of Directors of CB and Community Bank. In addition, Mr. O'Brien has been appointed to serve as Senior Executive Vice President and Chief Operating Officer of Community Bank and Mr. Boyer has been appointed to serve as Vice President of Insurance Operations of Community Bank. Mr. O'Brien served as FedFirst's President and Chief Executive Officer. Mr. Boyer currently serves as President of Exchange Underwriters, Inc., a full-service insurance agency and now an affiliated company of CB.
Under the terms of the merger agreement, FedFirst stockholders were permitted to elect to receive either 1.1590 shares of CB common stock or $23.00 in cash for each share of FedFirst common stock owned, subject to proration and allocation to ensure that 65% of the shares of FedFirst common stock outstanding immediately before closing were exchanged for shares of CB common stock and 35% were exchanged for cash. The deadline for submitting cash/stock elections was 5:00 p.m., Eastern Time, on October 24, 2014. Based on the 2,286,008 shares of FedFirst common stock outstanding as of the election deadline, the preliminary election results are as follows:
the holders of 500,543 shares of FedFirst common stock (approximately 21.9% of outstanding shares) validly elected to receive stock;
the holders of 1,463,779 shares of FedFirst common stock (approximately 64.0% of outstanding shares) validly elected to receive cash; and
the holders of 321,686 shares of FedFirst common stock (approximately 14.1% of outstanding shares) did not make an election.
Applying the allocation and proration procedures specified in the merger agreement to these preliminary elections results:
FedFirst stockholders who made a valid stock election with respect to their shares of FedFirst common stock are expected to receive 1.1590 shares of CB common stock for each of their shares, plus cash in lieu of any fractional share of CB common stock;
Cash elections were oversubscribed, so FedFirst stockholders who made a valid cash election with respect to their shares of FedFirst common stock are expected to receive $23.00 per share in cash for approximately 55% of their shares and 1.1590 shares of CB common stock for each of their remaining shares, plus cash in lieu of any fractional share of CB common stock; and
FedFirst stockholders who did not make an election are expected to receive 1.1590 shares of CB common stock for each of their shares, plus cash in lieu of any fractional share of CB common stock.
Cash in lieu of a fractional share of CB common stock will be calculated based on the volume weighted average price of a share of CB common stock for the twenty trading days immediately preceding the closing date of the merger.
FedFirst stockholders will be notified separately of their individual election results and, if applicable, proration results once they are finalized, which is expected early next week. FedFirst stockholders with questions regarding their individual election results and, if applicable, proration results, should contact CB's transfer/exchange agent, Computershare Trust Company, N.A., at 1-855-396-2084, at that time.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to CB and Luse Gorman Pomerenk & Schick, P.C. served as legal counsel to CB. Mufson Howe Hunter & Company LLC acted as financial advisor to FedFirst and rendered a fairness opinion to the Board of Directors of FedFirst in connection with the transaction, and Kilpatrick Townsend & Stockton LLP served as legal counsel to FedFirst.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates sixteen offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in Southwestern Pennsylvania.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. CB undertakes no obligation to revise these forward-looking statements or to reflect changes in events or circumstances after the date of this press release.
CONTACT: CB Financial Services, Inc.
Barron P. "Pat" McCune, Jr.
Vice Chairman, President and Chief Executive Officer
(724) 225-2400

label: organization

text: CB Financial Services, Inc.

text: FedFirst Financial Corporation

text: CB Financial Services, Inc.

text: FedFirst Financial Corporation

text: CB Financial Services, Inc.

text: FedFirst Financial Corporation

text: Keefe, Bruyette & Woods, Inc.

text: Luse Gorman Pomerenk & Schick, P.C.

text: Mufson Howe Hunter & Company LLC

text: Kilpatrick Townsend & Stockton LLP

text: CB Financial Services, Inc.

text: CB Financial Services, Inc.

text: CB Financial Services, Inc.

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
3
qmr8k030408prex991.htm
EX 99.1
Exhibit 99
Exhibit 99.1.
Questar completes acquisition of Louisiana properties,
raises production and earnings guidance, and adds to hedge positions
SALT LAKE CITY - Questar Corporation (NYSE:STR) today announced that subsidiary Questar Exploration and Production Company (Questar E&P) has closed the previously announced purchase of two significant natural gas development properties in northwest Louisiana, for an aggregate adjusted purchase price of $659 million, subject to customary post-close adjustments. The properties are located in Red River and Bienville Parishes, approximately 10 miles south and east of Questar E&P's existing Elm Grove Field operations.
Questar also revised 2008 earnings and production guidance and underlying assumptions to incorporate the newly acquired properties, the recent increase in natural gas and crude oil prices, and additional natural gas fixed-price hedges.
Revised Earnings Guidance and Assumptions
2008
2008
Current
Previous
Earnings per diluted share
$3.05-$3.20
$2.90-$3.05
Average diluted shares (millions)
176.2
176.2
Questar E&P production - Bcfe
160-163
148-151
Pinedale well completions
60-65
60-65
NYMEX gas price per MMBtu*
$9.00-$10.00
$7.50-$8.50
NYMEX/Rockies basis differential per MMBtu*
$1.45-$1.20
$1.45-$1.20
NYMEX/Midcontinent basis differential per MMBtu*
$1.25-$1.00
$1.25-$1.00
NYMEX crude oil price per bbl*
$95.00-$100.00
$85.00-$90.00
* On unhedged volumes for the remainder of 2008
·
Questar E&P has now hedged about 78% of forecast natural gas and oil-equivalent production for the remainder of 2008 with fixed-price swaps. Additionally, the company has hedged about 2% of its forecast natural gas production for the remainder of 2008 with basis-only swaps (see table at the end of this release).
·
The company estimates that a $1.00 per MMBtu change in the average NYMEX price of natural gas for the remainder of 2008 would result in about a $0.02 change in earnings per diluted share.
·
A $10.00 per bbl change in the average NYMEX price of oil for the remainder of 2008 would result in about a $0.05 change in earnings per diluted share.
"We're now in a position to grow Questar E&P production 14 to 16% in 2008", said Chuck Stanley, Questar COO and head of the company's exploration and production businesses. "We've also taken advantage of the recent jump in natural gas prices to hedge additional Questar E&P production to lock in attractive returns on invested capital and cash flows, both from the newly acquired properties and from our existing assets." The company has added 11 Bcf of natural gas fixed-price swaps for the remainder of 2008, 28.1 Bcf for 2009, and 28.4 Bcf for 2010 since it last disclosed hedge positions on February 12, 2008 (See table at end of this release for a detailed summary of current hedge positions).
About Questar
Questar Corp. (NYSE:STR) is a natural gas-focused energy company with an enterprise value of about $11 billion. Questar finds, develops, produces, gathers, processes, transports, stores and distributes natural gas.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. Such statements are based on management's current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Factors that could cause actual results to differ from those anticipated are discussed in the company's periodic filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2007. Questar undertakes no obligation to publicly correct or update the forward-looking statements in this news release, in other documents, or on the Web site to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement.
For more information, visit Questar's website: www.questar.com.
Natural Gas Hedge Positions - March 3, 2008
Time Periods
Rocky
Mountains
Midcontinent
Total
Rocky
Mountains
Midcontinent
Total
Estimated
Gas (Bcf) Fixed-Price Swaps
Average Price Per Mcf, Net to the Well
2008
March - June
25.3
14.5
39.8
$6.99
$8.06
$7.38
Second half
38.5
22.9
61.4
7.00
8.11
7.41
Remainder of 2008
63.8
37.4
101.2
7.00
8.09
7.40
2009
First half
28.6
29.5
58.1
$7.07
$8.12
$7.61
Second half
29.0
30.0
59.0
7.07
8.12
7.61
12 months
57.6
59.5
117.1
7.07
8.12
7.61
2010
First half
6.7
26.2
32.9
$6.88
$8.09
$7.84
Second half
6.8
26.6
33.4
6.88
8.09
7.84
12 months
13.5
52.8
66.3
6.88
8.09
7.84
Estimated
Gas (Bcf) Basis-Only Swaps
Average Basis Per Mcf vs. NYMEX
2008
March - June
1.1
1.1
$1.83
$1.83
Second half
1.7
1.7
1.83
1.83
Remainder of 2008
2.8
2.8
1.83
1.83
2009
First half
8.4
1.7
10.1
$1.27
$1.08
$1.24
Second half
8.6
1.7
10.3
1.27
1.08
1.24
12 months
17.0
3.4
20.4
1.27
1.08
1.24
2
2010
First half
1.7
1.7
$0.94
$0.94
Second half
1.7
1.7
0.94
0.94
12 months
3.4
3.4
0.94
0.94
Crude Oil Hedge Positions - March 3, 2008
Time Periods
Rocky
Mountains
Midcontinent
Total
Rocky
Mountains
Midcontinent
Total
Estimated
Oil (Mbbl) Fixed-Price Swaps
Average Price Per Bbl, Net to the Well
2008
March - June
281
146
427
$67.39
$70.77
$68.55
Second half
423
221
644
67.39
70.77
68.55
Remainder of 2008
704
367
1,071
67.39
70.77
68.55
2009
First half
217
145
362
$60.55
$66.55
$62.95
Second half
221
147
368
60.55
66.55
62.65
12 months
438
292
730
60.55
66.55
62.95
3

text: Questar

text: Questar Corporation

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar

text: Questar


text:
EX-99.1
2
a09-6551_2ex99d1.htm
EX-99.1
Exhibit 99.1
MarkWest Energy Partners, L.P.
Midstream & Resources
1515 Arapahoe Street
1401
McKinney, Suite 1025
Tower 2, Suite 700
Houston, TX 77010
Denver, CO 80202
Contact:
Frank Semple, Chairman, President and
CEO
Nancy Buese, Senior VP and CFO
Andy Schroeder, VP of Finance/Treasurer
Contact:
John
Raymond, Managing Partner &CEO
Jeff Rawls, Managing Director
Patrick Wade, Managing Director
Phone:
(866)
858-0482
Phone
(713)
579-5000
E-mail
investorrelations@markwest.com
Email:
info@ngpmr.com
Website:
www.markwest.com
Website:
www.ngpmr.com
MarkWest Energy Partners and Midstream &
Resources
Announce Closing of Marcellus Shale Partnership
DENVER and HOUSTON-March 2, 2009-MarkWest Energy Partners, L.P. (NYSE:
MWE) and Midstream & Resources (M&R) today announced the closing
of their partnership dedicated to the construction and operation of natural gas
midstream services to support producer customers in the Marcellus Shale.
Under the terms of the partnership, which is owned 60 percent by
MarkWest and 40 percent by M&R, MarkWest contributed approximately $100
million of existing Marcellus Shale assets to the partnership and will be
responsible for operating the facilities.
M&R will invest the next $200 million of capital, which approximates
the capital required to fund the Marcellus project in 2009. Capital funding for 2010 and 2011 will be
driven by producer drilling programs and will be incrementally funded by
MarkWest until it achieves the 60 / 40 capital structure in accordance with the
partnership agreement.
The Marcellus Shale continues to develop into one of the most prolific
and economic natural gas shale plays in the United States. MarkWest has established a leading position
in providing midstream services in the Marcellus Shale, including the recent development
of gathering and processing infrastructure for Range Resources in southwest
Pennsylvania. The new partnership with M&R will build off of the initial
efforts by MarkWest and expects to continue to be the premier provider of
gathering, processing, fractionation, and NGL marketing services in the
Marcellus Shale play.
Morgan Stanley acted as MarkWest's exclusive financial advisor in
connection with the formation of the joint venture.
##
MarkWest
Energy Partners, L.P. is a master limited partnership engaged in the gathering,
transportation, and processing of natural gas; the transportation,
fractionation, marketing, and storage of natural gas liquids; and the gathering
and transportation of crude oil. MarkWest has extensive natural gas gathering,
processing, and transmission operations in the southwestern and Gulf Coast
regions of the United States and is the largest natural gas processor in the
Appalachian region. The primary business
strategy of MarkWest is to provide outstanding customer service at competitive
rates, maintain financial flexibility, expand operations through organic growth
projects and strategic acquisitions, increase utilization of facilities, and
reduce the sensitivity of cash flows to commodity price fluctuations.
Midstream & Resources (M&R), a
U.S.-based $1.4 billion private equity fund, invests in selected areas of the
energy infrastructure and natural resources sectors. M&R targets the
midstream energy sector and all facets of the mining and minerals sectors.
M&R makes equity investments of $50 to $250 million in entities with
talented, experienced management teams, focused on hard assets that are
integral to existing and growing markets.
This press
release includes "forward-looking statements".
All statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements. Actual results could vary significantly from
those expressed or implied in such statements and are subject to a number of
risks and uncertainties. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to be
correct. The forward-looking statements
involve risks and uncertainties that affect our operations, financial
performance, and other factors as discussed in our filings with the Securities
and Exchange Commission. Among the
factors that could cause results to differ materially are those risks discussed
in the periodic reports we file with the SEC, including our Annual Report on Form 10-K
for the year ended December 31, 2008, as filed with the SEC. You are urged to carefully review and
consider the cautionary statements and other disclosures made in those filings,
specifically those under the heading "Risk Factors." We do not undertake any duty to update any
forward-looking statement except as required by law.

text: MarkWest Energy Partners, L.P.

override: organization

label: fund

text: Midstream & Resources

override: fund

label: person

text: Frank Semple

text: Andy Schroeder

text:
John
Raymond

text: Jeff Rawls

text: Patrick Wade

text:
Midstream &
Resources

text: MarkWest Energy Partners, L.P.

text: Midstream & Resources

text: Morgan Stanley

text:
MarkWest
Energy Partners, L.P.

text: Midstream & Resources


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
[GOLDEN TELECOM LOGO]
[CORBINA LOGO]
Golden Telecom closes acquisition of majority stake in Corbina Telecom
MOSCOW, Russia (May 29, 2007).
Golden Telecom, Inc. ("Golden Telecom" or the "Company") (NASDAQ:
"GLDN"), a leading facilities-based provider of integrated telecommunications and Internet services
in major population centers throughout Russia and other countries of the Commonwealth of
Independent States ("CIS"), announced today closing of the acquisition of 51% stake in ZAO Cortec
and its subsidiaries (together "CorbinaTelecom"). Corbina Telecom - a large independent provider of
telecommunication services throughout Russia.
In accordance with the Share Purchase Agreement signed in February 2007, Golden Telecom received a
51% ownership in Corbina Telecom in exchange for 8% of Golden Telecom's common stock on a
post-acquisition basis plus $10 million in cash. The remaining 49% of Corbina Telecom is controlled
by Inure Enterprises Limited, which is jointly owned by Alexander Mamut and Renova Capital. The
transaction has been approved by the Federal Antimonopoly Service of Russia.
Alexander Malis will remain as a General Director of Corbina Telecom and Alexander Mamut will be
appointed as a Chairman of the Board of Directors of Corbina Telecom. In light of the strong
potential growth opportunities for Corbina Telecom, it has been agreed to complete an initial
public offering of Corbina Telecom in Moscow, London or New York by the end of 2008, subject to
market conditions and regulatory approvals.
Founded in 1995, Corbina Telecom is a facilities-based alternative service provider operating in
Moscow and 24 regions of Russia. Corbina Telecom primarily targets residential and SME customers in
the corporate segment in Moscow by focusing on off-the-shelf product offerings, including broadband
Internet and switched voice services. Corbina Telecom enjoys impressive brand recognition and
strong customer loyalty. In late 2005, Corbina Telecom commenced the construction of its
Fiber-to-the-Building ("FTTB") network which, to date, covers approximately 2.6 million apartments
in Moscow, St. Petersburg, Yaroslavl, Tula, Orenburg, and Kaluga. The network serves approximately
200,000 broadband Internet customers including approximately 90,000 users that subscribed in the
first five months of 2007.
The acquisition of Corbina Telecom is a pivotal step in Golden Telecom's broadband strategy. The
Company plans to roll out FTTB networks in the Top-65 cities of Russia with combined population of
65 million people in order to enable broadband access and the provision of Triple-play services
targeting approximately 65% of the households in these cities. On average, there are 100 to 120
apartments per building with 2.8 people per household so that networks will cover approximately
15.6 million households with 42.3 million people.
The companies have already come up with a joint product offering. Starting from May 1, 2007 Corbina
Telecom Domestic Network subscribers in Moscow can use "Golden WiFi" - wireless Internet Access, in
all areas covered by the Golden WiFi-Network, which currently consists of 7,500 access nodes and
covers approximately 800,000 households, open areas and most popular public places in the city. The
"Golden WiFi" option can be activated in addition to Corbina Telecom Domestic Broadband Access
within the existing tariff plan. The customer can choose either Golden WiFi Access or Corbina
Telecom Wireline Access.
"Corbina Telecom has moved a long way to establish itself as a leading true broadband provider in
Moscow. To continue its rapid development we teamed up with Golden Telecom - the leading
alternative telecom operator in Russia. The combination of infrastructure and technologies,
reputation, and access to capital and management expertise will speed up further development of our
business with both our customers and shareholders benefiting from it" commented Alexander Malis,
General Director of Corbina Telecom.
Commenting on this deal, Mr. Jean-Pierre Vandromme, Chief Executive Officer of Golden Telecom
noted: "The acquisition of Corbina Telecom will considerably accelerate the deployment of our FTTB
networks combining the resources and experience of two companies. Corbina Telecom is already among
the leaders in the Moscow broadband market, while Golden Telecom has a strong presence in key
regional centers of Russia. We will be able to offer a quadruple play product to mass markets as we
bundle internet access, VoIP, IPTV and MVN (mobile virtual network-based) services. These service
offerings will clearly position Golden Telecom as a unique and exciting market player which is
completely in line with our strategy to make Golden Telecom the leading fixed-line communication
operator in Russia and the CIS".
About Golden Telecom (www.goldentelecom.com):
Golden Telecom, Inc. (NASDAQ: "GLDN") is a leading facilities-based provider of integrated
telecommunications and Internet services in major population centers throughout Russia and other
countries of the Commonwealth of Independent States ("CIS"). The Company offers voice, data and
Internet services to corporations, operators and consumers using its overlay network in major
cities including Moscow, Kiev, St. Petersburg, Nizhniy Novgorod, Samara, Kaliningrad, Krasnoyarsk,
Alma-Ata, and Tashkent, as well as leased channels and fiber-optic and satellite-based networks,
including approximately 290 combined access points in Russia and other countries of the CIS. The
Company offers cellular communication services in Kiev and Odessa.
Statements contained herein are forward-looking and are made in compliance with safe harbor
provisions of the Securities Litigation Reform Act of 1995. Such statements include those
concerning the launch of new joint service together with Corbina Telecom, the potential initial
public offering and operational issues related to this launch. The results or events predicted in
these statements may differ materially from actual results or events. Such risks and uncertainties
include, without limitation, the possibility that we are not able to launch joint service together
with Corbina Telecom in the manner we expect or that we are not able to achieve the market share we
expect, that we are not able to launch the initial public offering. Additional information
concerning factors that could cause results to differ materially from those in the forward looking
statements is contained in the Company's filings with the U.S. Securities and Exchange Commission,
including the Company's quarterly reports on Form 10-Q, periodic reports on Form 8-K filed 2007,
and the Company's annual report on Form 10-K for the year ended December 31, 2006.
For additional information please contact:
Public Relations:
Anna Chin Go Pin
Email: achin@gldn.net
Tel.: +7-495-797-9300;
Fax: +7-495-797-9332
Investor Relations:
Alexey Subbotin
Email: ir@gldn.net
Tel.: +7-495-797-9300;
Fax: +7-495-797-9331
www.goldentelecom.com
About Corbina Telecom
Corbina Telecom - a large independent provider of telecommunication services throughout Russia for
corporate and individual clients. The basic services providing by the company are: Internet Access,
mobile telephony, long distance and international telecommunication, including operators' traffic
managing, corporate network construction, data transmission; videoconferences; IP-telephony;
web-hosting and colocation (allocation of customers servers in Corbina Telecom technical zone);
Internet-television Corbina.TV, universal cards "Phone+Internet".
For additional information please contact:
Mariya Shalina
Email: mshalina@corbina.ru
Tel.: +7-495-728-4000
www.corbina.ru

text: GOLDEN TELECOM

text: Golden Telecom

text: Corbina Telecom

text: Golden Telecom, Inc.

text: Golden Telecom

text: ZAO Cortec

text: Corbina Telecom

text: Golden Telecom

text: Corbina Telecom

text: Golden Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Golden Telecom

text:
Corbina
Telecom

text: Corbina Telecom

text:
Corbina
Telecom

text: Corbina Telecom

text: Golden Telecom

text: Corbina Telecom

text: Jean-Pierre Vandromme

text: Golden Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Golden Telecom

text: Golden Telecom

text: Golden Telecom

text: Golden Telecom

text: Golden Telecom, Inc.

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom

text: Corbina Telecom


text:
EX-99.1
8
d113606dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Press Release
Contact:
Matthew M. Partridge
Senior Vice President and Chief Financial Officer
(386)
944-5643
mpartridge@ctoreit.com
FOR
IMMEDIATE
RELEASE
CTO REALTY GROWTH COMPLETES MERGER IN CONNECTION
WITH REIT CONVERSION AND UPLISTS TO THE NYSE
DAYTONA BEACH, FL
- February 1, 2021 - CTO Realty Growth, Inc. ("CTO") today announced the completion of the
merger of CTO with and into CTO NEWCO REIT, Inc., a wholly owned subsidiary of CTO (the "Merger"). The Merger was undertaken in connection with CTO's previously announced plan for CTO to elect to be subject to tax as a real estate
investment trust ("REIT") for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020.
As a result of the Merger, existing shares of CTO common stock were automatically converted, on a
one-for-one
basis, into shares of common stock of the surviving entity (the "Company"). The Company is a corporation organized in the state of Maryland and has been renamed "CTO Realty Growth,
Inc." The Company's charter includes certain standard REIT provisions, including ownership limitations and transfer restrictions applicable to the Company's capital stock.
In connection with the REIT conversion and the Merger, CTO applied to list the Company's common stock on the New York Stock Exchange (the
"NYSE") under CTO's current ticker symbol, "CTO." This application has been approved, and the Company's common stock is expected to begin trading on the NYSE on February 1, 2021 under the ticker symbol
"CTO."
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. is a publicly traded diversified real estate investment trust that owns and operates a diversified portfolio of income
properties comprising approximately 2.4 million square feet in in the United States. CTO also owns an approximate 23.5% interest in Alpine Income Property Trust, Inc., a publicly traded net lease real estate investment trust (NYSE: PINE).
Forward-Looking Statements
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as "believe,"
"estimate", "expect", "intend", "anticipate", "will", "could", "may", "should", "plan", "potential", "predict", "forecast,"
"project", and similar expressions, as well as variations or negatives of these words.
Page 1
Although forward-looking statements are made based upon management's present
expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company's actual results to differ materially from those set forth in the forward-looking
statements. Such factors may include, but are not limited to: (1) the Company's ability to remain qualified as a REIT; (2) the Company's exposure to U.S. federal and state income tax law changes, including changes to the REIT
requirements; (3) general adverse economic and real estate conditions; (4) the ultimate geographic spread, severity and duration of pandemics such as the recent outbreak of the novel coronavirus, actions that may be taken by governmental
authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company's financial condition and results of operations; (5) the inability of major tenants
to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; (6) the loss or failure, or decline in the business or assets of PINE or the entity that holds undeveloped land in Daytona
Beach, Florida, in which the Company owns a retained interest; (6) the completion of 1031 exchange transactions; (7) the availability of investment properties that meet the Company's investment goals and criteria; (8) the
uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company's Annual Report on Form
10-K
for the fiscal year ended December 31, 2019, in the Company's Quarterly Report on Form
10-Q
for the quarter ended September 30, 2020 and in the
Company's Definitive Proxy Statement on Schedule 14A dated October 19, 2020, each as filed with the Securities and Exchange Commission.
There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation
to update the information contained in this press release to reflect subsequently occurring events or circumstances.
Page 2

text: CTO REALTY GROWTH

text: CTO Realty Growth

text: CTO NEWCO REIT

text: CTO Realty Growth

text: CTO Realty Growth

text: CTO Realty Growth


text:
EX-99.1
2
ex991pressrelease-ppcl.htm
EX-99.1
Document
Exhibit 99.1
Investors & Reporters May Contact:
Matt Pettoni
VP of Finance & Treasurer
(770) 418-8219
ir@asburyauto.com
ASBURY AUTOMOTIVE GROUP COMPLETES THE
ACQUISITION OF PARK PLACE DEALERSHIPS
Adds $1.7 billion in annualized revenues
Acquisition expected to be immediately accretive to cash flow and earnings
DULUTH, GA, August 24, 2020 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., has completed the acquisition of Park Place Dealerships adding approximately $1.7 billion in annual revenues.
"Park Place remains one of the best operators of luxury stores in the industry. Their portfolio of stores comes with a strong base of loyal clients and long-term team members throughout the high growth Dallas/Fort Worth market" said David Hult, Asbury's President and Chief Executive Officer. "We are thankful to both the Asbury and Park Place employees who have worked tirelessly over the last few weeks to complete this transaction. The talent in both organizations and the resilience of the dealer model have put us in a position to become a stronger and more diversified company. I am pleased to welcome all our new teammates at Park Place".
Park Place owns and operates a portfolio of high volume, award winning luxury dealerships with premier real estate. Four stores are ranked among the top 10 stores in volume in the country amongst their franchise: Mercedes-Benz, Lexus, Porsche, and the Jaguar/Land Rover store. In addition, the other Lexus store and the Volvo store are ranked in the top 20 stores in volume nationally.
The transaction will increase Asbury's geographic mix to 28% of revenue derived from the Texas market, and will further diversify the Company's overall portfolio from 36% to approximately 49% of revenue derived from luxury brands. The luxury segment has historically delivered strong and stable margins that are significantly above those achieved by mid-line import and domestic brands. Luxury stores also tend to be more resilient in economic
downturns, and have higher and more stable margins, fewer dealers nationwide, and a higher portion of gross profit from parts and service.
Park Place has a highly attractive mix of large dealerships with revenue comprised of 38% Mercedes-Benz, 37% Lexus, 12% Jaguar/Land Rover, 9% Porsche, and 4% Volvo.
The operating assets to be acquired include 12 new vehicle franchises, all of which are located in the attractive Dallas/Fort Worth market: 3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 1 Jaguar, 1 Land Rover, 1 Porsche, and 1 Volvo. The acquisition will also include the Park Place auction and two collision centers.
About Asbury Automotive Group, Inc.
Asbury Automotive Group, Inc. ("Asbury"), a Fortune 500 company headquartered in Duluth, GA, is one of the largest automotive retailers in the U.S. Asbury currently operates 91 dealerships, consisting of 114 franchises, representing 31 domestic and foreign brands of vehicles. Asbury also operates 25 collision repair centers. Asbury offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts.
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 are statements other than historical fact, and may include statements relating to goals, plans, market conditions and projections regarding Asbury's financial position, liquidity, results of operations, market position and dealership portfolio, and other initiatives and future business strategy. These statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, the impact of the COVID-19 pandemic, market factors, Asbury's relationships with, and the financial and operational stability of, vehicle manufacturers and other suppliers, acts of God or other incidents which may adversely impact supply from vehicle manufacturers and/or present retail sales challenges, risks associated with Asbury's indebtedness (including available borrowing capacity, compliance with its financial covenants and ability to refinance or repay such indebtedness, on favorable terms), Asbury's relationships with, and the financial stability of, its lenders and lessors, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation, adverse results in litigation and other proceedings, and Asbury's ability to execute its technology initiatives and other operational strategies, Asbury's ability to leverage gains from its dealership portfolio, including its ability to realize the expected benefits of the acquisition of the Park Place dealership group. Asbury's ability to capitalize on opportunities to repurchase its debt and equity securities or purchase properties that it currently leases, and Asbury's ability to stay within its targeted range for capital expenditures. There can be no guarantees that Asbury's
plans for future operations will be successfully implemented or that they will prove to be commercially successful.
These and other risk factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements are and will be discussed in Asbury's filings with the U.S. Securities and Exchange Commission from time to time, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

text: Matt Pettoni

text: ASBURY AUTOMOTIVE GROUP

text: Asbury Automotive Group, Inc.

text: Asbury Automotive Group, Inc.

text: Asbury Automotive Group, Inc.


text:
EX-99.1
2
ex991_inbclosepr.htm
EXHIBIT 99.1
Exhibit
For Immediate Release
First Interstate BancSystem, Inc. Completes Acquisition of Northwest Bancorporation, Inc.
BILLINGS, Montana, August 17, 2018 - Effective August 16, 2018, First Interstate BancSystem, Inc. (NASDAQ: FIBK) ("First Interstate"), parent company of First Interstate Bank, has completed its acquisition of Northwest Bancorporation, Inc. ("Northwest") (OTC Pink: NBCT), parent company of Inland Northwest Bank ("INB").
"INB's service excellence and company culture blends seamlessly with ours", said First Interstate President and CEO, Kevin Riley. "It is our privilege to welcome INB employees, clients, and shareholders to the First Interstate family".
Although First Interstate's acquisition of Northwest has been completed, Riley said there are no immediate changes for INB clients. "For now, it is "business as usual" for INB. Clients will continue to work with the same bankers they've come to know and trust, and INB's local leadership remains in place".
For former INB executives and stakeholders, the partnership with First Interstate made sense on several fronts-anchored in a mutual appreciation for providing the best experience for their customers. "First Interstate was the ideal partner for us because we share values about community banking and how we serve our employees, customers, and communities", said Russ Lee, former President and CEO of Northwest and newly-appointed Executive Vice President for First Interstate. "We are excited to join the First Interstate team and look forward to the many opportunities and benefits this merger will bring to our employees, our clients, and the combined company's shareholders".
The data processing conversion and merger of the two banks is scheduled to begin following the close of business on November 9, 2018. On November 13, INB will officially become First Interstate Bank; both INB and First Interstate Bank will be closed on November 12 in observance of Veterans Day. Until then, INB and First Interstate Bank will operate as two separate banking subsidiaries of First Interstate BancSystem, Inc. It is expected that INB clients will begin receiving information about the conversion/merger of the two banks in early October.
Following the merger, INB clients will continue to enjoy a highly-personalized banking experience. First Interstate offers an expanded line of financial services and innovative solutions, such as Wealth Management, Treasury Solutions and a unique credit card with a rewards program featuring travel benefits and perks from local merchants.
In accordance with the definitive agreement, approximately 3.9 million shares of First Interstate Class A common stock were issued. First Interstate expects the transaction to be immediately accretive to earnings per share.
Sandler O'Neill & Partners, L.P. served as financial advisor, and Luse Gorman, PC served as legal counsel to First Interstate. D.A. Davidson & Co. served as financial advisor and Witherspoon Kelley served as legal counsel to Northwest.
About First Interstate BancSystem, Inc.
First Interstate BancSystem, Inc. is a financial services holding company, headquartered in Billings, Montana, with $12.2 billion in assets as of June 30, 2018. It is the parent company of First Interstate Bank, a community bank operating over 120 banking offices, including online and mobile banking services, throughout Idaho, Montana, Oregon, South Dakota, Washington, and Wyoming. As a recognized leader in community banking services, First Interstate is driven by strong values, as well as a commitment to delivering a rewarding experience to its employees, strong returns to shareholders, exceptional products and services to its clients, and resources to the communities it serves. To learn more about First Interstate, visit firstinterstate.com.
About Inland Northwest Bank
Inland Northwest Bank is a Washington state-chartered community bank that currently operates 20 offices across Washington, Idaho, and Oregon. INB specializes in meeting the financial needs of individuals and small to medium-sized businesses, including professional corporations and agriculture-related operations, by providing a full line of commercial, retail, agricultural, mortgage and private banking products and services. More information about INB can be found on its website at www.inb.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. These forward-looking statements include, but are not limited to, (i) statements about First Interstate's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (ii) other statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from expected results: delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating First Interstate and Northwest, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which First Interstate is engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that First Interstate files with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Interstate or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, First Interstate does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
For further information:
Marcy Mutch, Chief Financial Officer
406-255-5312
marcy.mutch@fib.com
or
MEDIA:
Sara Becker, Marketing Manager
406-255-5314
sara,becker@fib.com

text: First Interstate BancSystem, Inc.

text: Northwest Bancorporation, Inc.

text: First Interstate BancSystem, Inc.

text: Northwest Bancorporation, Inc.

text: Northwest

text: Northwest

text: Northwest

text: Northwest

text: First Interstate BancSystem, Inc.

text: Sandler O'Neill & Partners, L.P.

text: Luse Gorman, PC

text: D.A. Davidson & Co.

text: Witherspoon Kelley

text: Northwest

text: First Interstate BancSystem, Inc.

text: First Interstate BancSystem, Inc.

text: Northwest

text: Northwest

text: Northwest

text: Marcy Mutch


text:
EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
PHOENIX TECHNOLOGIES COMPLETES ACQUISITION OF BEINSYNC
Company Committed to its PC 3.0™ Vision of Eliminating Complexity from the PC User Experience;
Acquisition Enables Company to Make Online Synchronization and Continuity a Core Part of the PC End
User Experience
MILPITAS, Calif., May 1, 2008 -
Phoenix Technologies (Nasdaq: PTEC), the global leader in core
systems software, today announced it has completed its acquisition of BeInSync Ltd., an
Israeli-based provider of an all-in-one solution that allows users to backup, synchronize, share
and access their data online.
The transaction further solidifies Phoenix's position at the core of the PC industry. It will
enhance the Company's ability to respond to consumer and business needs for secure and "always
available" web access to their digital assets as well as automatic protection of all PC programs
and data.
"This acquisition puts Phoenix in an unparalleled position in the PC core systems software market,"
said Woody Hobbs, President & CEO of Phoenix Technologies. "By combining the existing Phoenix
offerings with the leading patent-pending peer-to-peer synchronization technologies from BeInSync,
we are able to provide a complete portfolio of PC-related solutions to PC OEMs and their customers.
PC 3.0 users will no longer be dependent on a single, stand-alone PC for access to their digital
life. At the same time, Phoenix's OEM customers will have new opportunities to differentiate their
offerings, and provide additional value-added services as part of the PC sale".
With the completion of this acquisition, Sharon Carmel, Founder of BeInSync, is now Vice President
& Chief Scientist of synchronization and continuity Solutions at Phoenix Technologies, and the
entire BeInSync team will continue to maintain operations out of Tel Aviv, Israel, as a part of the
Phoenix Technologies' global team.
In connection with the acquisition, all 21 members of the BeInSync team will be receiving stock
options to purchase an aggregate of 356,950 shares of Phoenix common stock. These options will be
"inducement grants" pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv), granted under Phoenix's
2008 Acquisition Equity Incentive Plan, which was recently approved by the Board of Directors of
Phoenix to facilitate the granting of stock options in connection with acquisitions as an
inducement to new employees to join Phoenix. The Compensation Committee of the Phoenix Board of
Directors has approved the grants in connection with the closing, and Phoenix intends to issue
these options at the end of the month following the expiration of a mandatory waiting period under
Israeli law. Each option grant will be a non-qualified option, have an exercise price equal to the
closing price of Phoenix common stock on the date of grant and have a ten year term. The options
will vest over a four year period, with 25% vesting after 12 months and then 6.25% each quarter
thereafter.
About Phoenix Technologies
Phoenix Technologies Ltd. (Nasdaq: PTEC) is the global market leader in system firmware that
provides the most secure foundation for today's computing environments. The PC industry's top
builders and specifiers trust Phoenix to pioneer open standards and deliver innovative solutions
that will help them differentiate their systems, reduce time-to-market and increase their revenues.
The Company's flagship products, AwardCore, SecureCore, FailSafe and HyperSpace, are
revolutionizing the PC user experience by delivering unprecedented security, reliability and
ease-of-use. The Company established industry leadership with its original BIOS product in 1983,
has 155 technology patents and 139 pending applications, and has shipped in over one billion
systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more
information, visit
http://www.phoenix.com
Phoenix, Phoenix Technologies, Phoenix FailSafe, HyperSpace, HyperCore, PC 3.0 and the Phoenix
Technologies logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All
other trademarks are the property of their respective owners.
Safe Harbor
The statements in this release include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, regarding, but not limited to, the benefits of the PC 3.0 environment, the integration
of BeInSync's products and services and employees into our offerings and organization, and OEM
adoption of our products and solutions. These statements involve risk and uncertainties,
including: technology and business integration challenges and delays; demand for our products and
solutions; the ability of our customers to introduce and market new products that incorporate our
products and solutions; the product offerings of competitors, especially with respect to
functionality and time-to-market; and our ability to retain key employees. For a further list and
description of risks and uncertainties that could cause actual results to differ materially from
those contained in the forward looking statements in this release, we refer you to the Company's
filings with the Securities and Exchange Commission, including, but not limited to, its annual
report on Form 10-K and quarterly reports on Form 10-Q. All forward-looking statements included in
this release are based upon assumptions, forecasts and information available to the Company as of
the date hereof, and the Company assumes no obligation to update any such forward-looking
statements.
Contact
Phoenix Global Communications
Tel. +1 408 570 1060
Email:
public_relations@phoenix.com
Source: Phoenix Technologies Ltd.

text: PHOENIX TECHNOLOGIES

text:
BEINSYNC
Company Committed

text: Phoenix Technologies

text: BeInSync Ltd.

text: Phoenix

text: Phoenix

text: Woody Hobbs

text: Phoenix Technologies

text: Phoenix

text: Phoenix

text: Sharon Carmel

text: Phoenix Technologies

text: Phoenix Technologies

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix Technologies

text: Phoenix Technologies

text: Phoenix

text: Phoenix

text: Phoenix

text: Phoenix Technologies

text: Phoenix

text:
Phoenix
Technologies

text: Phoenix Technologies

text: Phoenix

text: Phoenix Technologies


text:
EX-99.2
10
ex99-2.htm
ex99-2.htm
Exhibit 99.2-Press Release
ITP ENERGY CORPORATION
ANNOUNCES
CONSUMMATION OF SHARE EXCHANGE AGREEMENT
ROME, Italy, May 5, 2011 - ITP Energy Corporation (OTCBB: ITPG), formerly known as Netfone, Inc., announced today that on April 29, 2011, it completed a share exchange pursuant to which it acquired 100% of the issued and outstanding capital stock of ITP Benelli S.p.A., an Italian corporation ("ITP"), in exchange for 34,000,000 shares of ITP Energy Corporation's common stock par value $0.001 ("Common Stock"), which were issued to ITP Oil & Gas International S.A. ("ITP-Lux"). The shares issued to ITP-Lux represent 94% of the issued and outstanding capital stock of the company, they were issued under Regulation S under the U.S. Securities Act of 1933, as amended (the "Act"), have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ITP Energy Corporation also announced today that it has filed with the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 8-K disclosing the information that would be required if ITP Energy Corporation were filing a general form for registration of securities on Form 10 upon consummation of the above described share exchange. For additional information on the share exchange transaction, investors and interested persons may access the filed information through the SEC's website at www.sec.gov or may request a copy through the company's Investor Relations department by telephone at: +39-06-5728-8176, extension 4.
About ITP Benelli S.p.A.
ITP is an engineering, procurement and construction contractor that provides design, fabrication and installation of process equipment, skid packaged units and complete process plants for the oil and gas industry and top engineering companies. Through its subsidiaries, ITP has designed, manufactured and marketed oil and gas production equipment and systems, mainly used for the separation and treatment of unprocessed hydrocarbon fluids into sellable oil and gas.
ITP ENERGY CORPORATION
Manfredi Mazziotti di Celso
Chief Executive Officer
Contact Manfredi Mazziotti di Celso, Tel.
+ 39 (06) 5728 8176

text: ITP ENERGY CORPORATION

text: ITP Energy Corporation

text: Netfone, Inc.

text: ITP Benelli S.p.A.

text: ITP Energy Corporation

text: ITP Energy Corporation

text: ITP Energy Corporation

text: ITP Benelli S.p.A.

text: ITP ENERGY CORPORATION


text:
EX-99.1
15
d188107dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
WeWork and BowX Acquisition Corp. Announce Closing of Business Combination to Create Publicly-Traded Leading Flexible Space Provider
.
WeWork to begin trading on the New York Stock Exchange under the ticker symbol "WE" starting
October 21, 2021
.
Business combination that closed on October 20, 2021 provides WeWork with the previously announced gross
cash proceeds of approximately $1.3 billion, prior to expenses, which includes the cash held in the trust account, a fully committed PIPE and an equity backstop facility provided by Cushman & Wakefield
.
WeWork has shown strong global momentum after reporting five months of consecutive revenue growth
.
Executive Chairman Marcelo Claure and CEO Sandeep Mathrani will continue to lead the company as it executes its
strategic plan
MENLO PARK and NEW YORK, October
20, 2021
- BowX Acquisition Corp. (NASDAQ: BOWX, BOWXU,
AND BOWXW) ("BowX"), a special purpose acquisition company, and WeWork Inc., a leading global flexible space provider, today announced the completion of their business combination. The combined company will now operate as WeWork Inc. and
will begin trading on the New York Stock Exchange under the ticker symbol "WE" on October 21, 2021.
Sandeep Mathrani, CEO of WeWork,
said
, "Today is a testament to the determination of our company to not only transform our business, but also to adapt and deliver the options that today's workforce demands. As companies around the world reimagine their workplace,
WeWork is uniquely positioned to offer the space and services that can power solutions built around flexibility. Providing employers and landlords around the world with our holistic offering of
space-as-a-service,
All Access and workplace management technology will enable WeWork to lead the market in mainstream adoption of flexible space".
Marcelo Claure, Executive Chairman of WeWork, said
, "SoftBank is proud to support WeWork on this important day, a day that recognizes years of
hard work and executing on our vision. As the way we live and work has fundamentally changed, WeWork is leading one of the biggest disruptions in commercial real estate with a workspace solution that has never been more in demand. This milestone is
just the beginning and we look forward to continuing to support WeWork on its journey".
Vivek Ranadivé, Board Member at WeWork and former
Chairman and
Co-CEO
of BowX Acquisition Corp.,
said
, "WeWork has long been a pioneer in establishing what the future of work could look like, and today cements the company's trajectory
towards achieving this mission. With a strong leadership team in place and new platform offerings that will leverage WeWork's decade of expertise and proprietary technology, we can't imagine a business better equipped to lead continued
growth in the flexible space market. While the pandemic has created many uncertainties, flexibility is here to stay and WeWork has the space and technology to power this global shift".
Today, WeWork is a transformed company primed to meet the growing demand for flexible space solutions. As evidenced by sequential monthly increases in revenue
and occupancy in the third quarter of 2021, WeWork has demonstrated the resiliency of its business model and a strong long-term value proposition. Q3 2021 preliminary total revenue was $658 million, an increase of approximately 10% compared to
Q2 2021 revenue of $593 million. Across consolidated operations, total occupancy continued to increase to 60% at the end of Q3 2021, up from 52% at the end of Q2 2021. Consolidated gross desk sales totaled 154,000 in Q3 2021 representing
approximately 9.2 million square feet sold. Consolidated new desk sales totaled 84,000 in Q3 2021.
.WeWork has also begun to realize new revenue opportunities by digitizing its real estate offerings and
productizing its existing technology. As of Q3 2021, All Access, our
pay-as-you-go
or subscription-based product, and other
virtual memberships have reached 32,000. The company has begun to build out its proprietary workplace management platform, WeWork Workplace, to offer landlords and members the ability to manage flex space across their portfolios and recently
announced strategic partnerships with Hudson's Bay Company, Cushman & Wakefield and Ivanhoé Cambridge.
PJT Partners served as sole
financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to WeWork. UBS Investment Bank served as sole financial and capital markets advisor to BowX. Cooley LLP served as legal counsel to BowX. UBS Investment
Bank and PJT Partners acted as joint placement agents with respect to the private placement. Paul Hastings LLP served as placement agent counsel and Morrison & Foerster LLP served as legal counsel to SoftBank Group.
About WeWork
WeWork was founded in 2010 with the vision
to create environments where people and companies come together and do their best work. Since opening our first location in New York City, we've grown into a global flexible space provider committed to delivering technology-driven flexible
solutions, inspiring spaces, and unmatched community experiences. Today, we're constantly reimagining how the workplace can help everyone, from freelancers to Fortune 500s, be more motivated, productive, and connected. For more information
about WeWork, please visit us at
https://wework.com
.
About BowX Acquisition Corp.
BowX Acquisition Corp. is a Special Purpose Acquisition Company formed by management of Bow Capital, including Vivek Ranadivé and Murray Rode. Bow
Capital is a venture capital fund bridging the best of academia, business, and entertainment. Mr. Ranadivé has four decades of experience and is founder and managing director of Bow Capital, as well as previous founder and CEO of TIBCO.
Mr. Rode is senior advisor of Bow Capital and former CEO of TIBCO, with over 30 years of experience in tech.
Forward-Looking Statements
Certain statements made in this press release are "forward looking statements" within the meaning of the "safe harbor" provisions of the
United States Private Securities Litigation Reform Act of 1995. Such "forward-looking statements" with respect to the proposed transaction between WeWork and BowX include statements regarding the benefits and timing of the transaction, the
anticipated timing of the trading of the combined company and expectations regarding the combined company's position to serve the multi-trillion office space market and enable the future of work. These forward-looking statements generally are
identified by the words "believe", "project", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan,"
"pipeline", "may", "should", "will", "would", "will be", "will continue", "will likely result", and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release,
including but not limited to: (i) the effect of the announcement of the transaction on WeWork's business relationships, operating results, and business generally, (ii) risks that the transaction disrupts current plans and operations
of WeWork and potential difficulties in WeWork employee retention as a result of the transaction, (iii) the outcome of any legal proceedings that may be instituted against WeWork or against BowX related to the Merger Agreement or the
transaction, (iv) the ability to maintain the listing of WeWork's securities on a national securities exchange, (v) the price of WeWork's securities may be volatile due to a variety of factors, including changes in the
competitive and regulated industries in which WeWork operates, variations in operating performance across competitors, changes in laws and regulations affecting WeWork's business, WeWork's inability to implement its business plan or meet
or exceed its financial projections and changes in the combined capital structure, (vi) changes in general economic conditions, including as a result of the
COVID-19
pandemic, and (vii) the ability
to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the registration statement on Form
S-4,
the proxy statement/prospectus and other documents filed or that may be filed by BowX or WeWork from time to
time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and WeWork and BowX assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither WeWork nor BowX gives any assurance that the combined company will achieve its expectations.
Investors
Chandler Salisbury
investor@wework.com
Media
Nicole Sizemore / Julia Sullivan
press@wework.com

text: WeWork

text: BowX Acquisition Corp.

text: WeWork

text: WeWork

text: WeWork

text: Sandeep Mathrani

text: BowX Acquisition Corp.

text: WeWork Inc.

text: WeWork Inc.

text: Sandeep Mathrani

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: BowX Acquisition Corp.

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: PJT Partners

text: WeWork

text: UBS Investment Bank

text: Cooley LLP

text:
UBS Investment
Bank

text: PJT Partners

text: Paul Hastings LLP

text: Morrison & Foerster LLP

text: WeWork

text: WeWork

text: WeWork

text: BowX Acquisition Corp.

text: BowX Acquisition Corp.

text: Bow Capital

text:
Bow
Capital

text: Bow Capital

text: Bow Capital

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork

text: WeWork


text:
EX-99.1
2
a05-17256_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Centennial Bank Holdings, Inc.
Announces the Completion of the Acquisition
of First MainStreet Financial, Ltd.
Denver,
Colorado, October 1, 2005 -
Centennial Bank Holdings, Inc. today announced the consummation of the
acquisition of First MainStreet Financial, Ltd.
The acquisition was a stock-for-stock merger and Centennial issued an
aggregate of approximately 9,517,892 shares in exchange for First MainStreet's
outstanding common stock. At June 30,
2005, First MainStreet had $371 million in assets.
As part of the acquisition, First MainStreet
Bank, N.A. merged with and into one of Centennial Bank Holdings' bank
subsidiaries, Centennial Bank of the West.
First MainStreet Bank, N.A., which was headquartered in Longmont,
Colorado, operated five branches in Northern Colorado. In addition, First MainStreet Insurance,
Ltd., an independent insurance agency, became a wholly owned subsidiary of
Centennial Bank Holdings.
On Monday, October 3, 2005, Centennial Bank
Holdings expects to list its shares on the NASDAQ National Market System with a
ticker symbol of CBHI.
John Eggemeyer, Chairman of the Board and Chief Executive Officer of
Centennial Bank Holdings, commented, "We are extremely pleased with the
acquisition of First MainStreet. First
MainStreet's reputation as a leading business bank in Northern Colorado is
consistent with our vision of continuing Centennial's transformation into
Colorado's premier independent commercial bank.
First MainStreet's CEO, Tom Chapman, and First MainStreet's board of
directors have done an excellent job in building a great franchise. We look forward to working with Tom and the
rest of his team in integrating our two companies. We have also added Stephen Joyce, Chairman of
the Board for First MainStreet, to Centennial Bank Holdings' board of
directors. We are looking forward to his
experience on our board".
Tom Chapman, First MainStreet's CEO, stated, "We are very excited about
merging with Centennial. Centennial's
management team is very strong and we are pleased to be a part of one of
Colorado's fastest growing banking organizations".
About Centennial Bank Holdings, Inc.
Centennial Bank Holdings, Inc. is a bank
holding company that operates 35 branches in Colorado through its three bank
subsidiaries, Centennial Bank of the West, Collegiate Peaks Bank and Guaranty
Bank and Trust Company. Centennial Bank
Holdings provides banking and other financial services throughout its targeted
Colorado markets to consumers and to small and medium-sized businesses,
including the owners and employees of those businesses. At June 30, 2005, Centennial Bank Holdings
had $2.5 billion in assets. On June 24,
2005, Centennial Bank Holdings entered into a merger agreement with Foothills
Bank, a Colorado state-chartered bank.
Centennial Bank Holdings expects the merger will be consummated in the
fourth quarter of 2005, subject to receipt of all regulatory and shareholder
approvals and fulfillment of other customary conditions. At June 30, 2005, Foothills Bank had total
assets of $126 million. On August 25,
2005, Centennial Bank Holdings entered into a stock purchase agreement with
Collegiate Peaks Bancorp, Inc., pursuant to which Collegiate Peaks Bancorp,
Inc. will acquire 100%
ownership of Collegiate Peaks Bank. Centennial Bank Holdings expects the
transaction to close late in the fourth quarter of 2005, subject to receipt of
all regulatory approval and fulfillment of other customary conditions. At June 30, 2005, Collegiate Peaks Bank had
total assets of $94 million.
Forward Looking
Statements
This press release contains forward-looking
statements within the meaning of federal securities laws and regulations. These forward-looking statements are
identified by their use of terms and phrases such as "should", "anticipate", "estimate,"
"approximate", "expect", "may", "will", "project", "intend", "plan", "believe"
and other similar terms and phrases of meaning and expression in connection
with any discussion of future operating or financial performance. Forward-looking statements can also be
identified by the fact that they do not relate strictly to historical
facts. These forward-looking statements,
implicitly and explicitly, include information concerning Centennial Bank
Holdings' ability to integrate the
operations of First MainStreet Bank, N.A. and First MainStreet Insurance, Ltd.,
to consummate the acquisition of Foothills Bank and the disposition of
Collegiate Peaks Bank, including the timing of each, possible or assumed future results of operations, trends,
financial results and business plans, including those relating to earnings
growth, revenue growth, future acquisitions, non-interest income levels,
including fees from loans and other product sales, credit performance on loans
made by Centennial Bank Holdings, increases in competitive pressure among
financial institutions, tangible capital generation, market share, expense
levels, changes in the interest rate environment, continued ability to attract
and employ qualified personnel, results from new business initiatives in
Centennial Bank Holdings' community banking business, and other business
operations and strategies. Centennial
Bank Holdings can give no assurance that any goal or plan set forth in
forward-looking statements can be achieved and readers are cautioned not to
place undue reliance on such statements, which speak only as of the date
made. Centennial Bank Holdings
undertakes no obligation to release publicly any revisions to forward-looking
statements as a result of future events or developments.
CONTACT:
Paul W. Taylor, Chief Financial Officer
Centennial Bank Holdings, Inc.
1331 Seventeenth Street, Suite 300
Denver, CO 80202
(303) 296-9600

text: Centennial Bank Holdings, Inc.

text: First MainStreet Financial, Ltd.

text: Centennial Bank Holdings

text: First MainStreet Financial, Ltd.

text: First MainStreet

text: First MainStreet

text: First MainStreet

text: Centennial Bank Holdings

text: First MainStreet

text: First MainStreet

text: Centennial Bank Holdings

text:
Centennial Bank
Holdings

text: John Eggemeyer

text: Centennial Bank Holdings

text: First MainStreet

text:
First
MainStreet

text: First MainStreet

text: First MainStreet

text: Stephen Joyce

text: First MainStreet

text: Centennial Bank Holdings

text: First MainStreet

text: Centennial Bank Holdings, Inc.

text: Centennial Bank Holdings, Inc.

text:
Centennial Bank
Holdings

text: Centennial Bank Holdings

text: Centennial Bank Holdings

text: Centennial Bank Holdings

text: Centennial Bank Holdings

text: Centennial Bank Holdings

text:
Centennial Bank
Holdings

text: First MainStreet

text: First MainStreet

text: Centennial Bank Holdings

text: Centennial Bank Holdings

text:
Centennial
Bank Holdings

text: Centennial Bank Holdings

text: Paul W. Taylor

text: Centennial Bank Holdings, Inc.


text:
EX-99.2
10
d849773dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
FRANCHISE GROUP, INC. TO ACQUIRE REVOLUTION FINANCIAL, INC.
Virginia Beach, Virginia, December 17, 2019 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) ("Franchise Group" or the
"Company"), today announced it has entered into a definitive purchase agreement to acquire Revolution Financial, Inc. ("Revolution"), a provider of consumer loans and credit products. The transaction is currently expected to
close in the first quarter of 2020 and is subject to customary closing conditions.
The acquisition of Revolution is intended to accelerate the
introduction of additional financial products and services to Liberty Tax customers. Commenting on the transaction, Liberty Tax CEO, Brent Turner stated, "In addition to consumer loans, we are beginning to roll out further products and services
in many of our Liberty locations. We believe that broadening our product offering with complimentary financial products will add significant value to our Liberty Tax customers and franchisees".
About Franchise Group, Inc.
Franchise Group, Inc.
(NASDAQ: FRG) is an operator of franchised and franchisable businesses that it grows using its operating expertise. Franchise Group owns and operates Liberty Tax Service, Buddy's Home Furnishings, Sears Outlet and The Vitamin Shoppe. On a
combined basis, Franchise Group operates over 4,300 locations located predominantly in the U.S. and Canada through
company-run
and franchising agreements.
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 include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are
not statements of historical fact. Such forward-looking statements also include those statements relating to the proposed transaction between Revolution and the Company which is subject to various risks and uncertainties, many of which are outside
of the control of the Company, including, among others, the risk that the proposed transaction may not be completed in a timely manner or at all of any event, change or other circumstance that could give rise to the termination of the definitive
purchase agreement; or the failure to satisfy any of the other conditions to the completion of the proposed transaction. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to
known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as "expect", "believe", "estimate", "plan", "project,"
"anticipate", "intend", "will", "may", "view", "opportunity", "potential", or words of similar meaning or other statements concerning opinions or judgment of the Company or its
management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there
can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future
results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or
those anticipated depending on a variety of factors, many of which are beyond the control of the Company. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections of the Company's Annual Report on Form
10-K
for the year ended April 30, 2019, and comparable sections of the Company's Quarterly Reports on Form
10-Q
and other filings, which have been filed with the SEC and are available on the SEC's website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the
cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or
operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise
or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
INVESTOR RELATIONS CONTACT:
Andrew F. Kaminsky
EVP & Chief Administrative Officer
Franchise Group, Inc.
akaminsky@franchisegrp.com
(914)
939-5161

text: FRANCHISE GROUP, INC.

text: REVOLUTION FINANCIAL, INC.

text: Franchise Group, Inc.

text: Revolution Financial, Inc.

text: Franchise Group, Inc.

text: Franchise Group, Inc.

text: Franchise Group, Inc.


text:
EX-99.1
2
k05791exv99w1.txt
PRESS RELEASE, DATED JUNE 1, 2006
EXHIBIT 99.1
COVANSYS ANNOUNCES THE SALE OF ITS STATE AND LOCAL
GOVERNMENT PRACTICE TO SABER CORP.
COVANSYS FOCUSES ON HIGHER-GROWTH, HIGHER-MARGIN GLOBAL OUTSOURCING
FARMINGTON HILLS, MICH. (JUNE 1, 2006) - Covansys Corporation (NASDAQ: CVNS), a
global consulting and technology services company, today announced that it has
completed the previously announced sale of its State and Local Government
practice to Saber Corp., a privately-held, leading provider of software and
services to state and local governments. Saber is a portfolio company of
Accel-KKR, a leading technology-focused private equity firm.
Raj Vattikuti, Covansys' President and Chief Executive Officer, said, "We are
pleased to announce the completion of this sale because it allows Covansys to
fully focus on its global outsourcing business. We look forward to delivering
improved IT services and creating additional value for our shareholders".
The State and Local Government practice had revenue and income (loss) from
operations of $75.7 million and $2.8 million for the year ended December 31,
2005 and $12.4 million and ($2.3 million) for the three months ended March 31,
2006, respectively.
Pro-forma revenue and income from operations of Covansys without the State and
Local Government practice were $358.4 million and $43.1 million for the year
ended December 31, 2005 and $97.0 million and $7.8 million for the three months
ended March 31, 2006, respectively.
The agreement does not include Covansys' business process outsourcing (BPO)
business or any of the assets or contracts that Covansys acquired with its
acquisition of PDA Software Services in 2002.
ABOUT SABER
Saber, founded in 1997, is headquartered in Portland, OR. The privately held
company has deep customer relationships with state and local government entities
across the country, providing software and services that underpin essential
functions such as voter registration, election management, public retirement
programs, human services, public health services, motor vehicles, unemployment
insurance, and forms and document processing. For more information, please visit
www.sabercorp.com.
ABOUT ACCEL-KKR
Accel-KKR is a technology-focused private equity firm that invests primarily in
technology businesses with $15 million to $150 million in revenue that are well
positioned for top-line and bottom-line growth. At the core of Accel-KKR's
investment strategy is a commitment to developing strong partnerships with the
management teams
of its portfolio companies and a focus on building value through the
contribution of unique financial, strategic, technical, and operational
resources. Accel-KKR has a particular focus on the following transactions:
Recapitalizations of family-owned or closely-held private companies, divisional
buyouts of larger companies, and going-private transactions. For more
information, please visit www.accel-kkr.com.
ABOUT COVANSYS
Headquartered in Michigan, Covansys Corporation (NASDAQ: CVNS) is a global
consulting and technology services company specializing in industry-specific
solutions, strategic outsourcing and integration services. Clients gain
competitive advantage by leveraging our unique global delivery capability to
achieve rapid deployment, world-class quality and reduced costs. Covansys is
known for strategic outsourcing and technology solutions in the healthcare,
financial services, retail and distribution, manufacturing, telecommunications
and high-tech industries. Founded in 1985, Covansys now has more than 8,000
consultants and employees worldwide. Covansys was one of the first U.S.-based IT
services companies to establish offshore facilities in India, and is a pioneer
in seamlessly integrating offshore capabilities into its offerings. Two of the
company's three wholly owned development centers in India are assessed at Level
5 in SEI CMM(R). All three are ISO 9001:2000 certified and assessed at Level 5
in PCMM(R), and five global facilities are BS7799-2:2002 certified. For more
information, please visit: www.covansys.com.
CONTACTS:
FOR ACCEL-KKR:
Joseph Kuo / Andrea Calise
Kekst and Company
212-521-4800
FOR SABER:
Bob Patterson
MKTX, Inc.
503-646-6589
bobp@mktx.com
FOR COVANSYS CORPORATION:
INVESTORS:
James S. Trouba
(248) 848-2267
jtrouba@covansys.com
MEDIA:
Dorothy Chisholm
(248) 848-2283
dchisholm@covansys.com

text: COVANSYS

text: SABER CORP.

text: COVANSYS

text: Covansys Corporation

text: Saber Corp.

text: Accel-KKR

text: Covansys

text: Covansys

text: Covansys

text: Covansys

text: Covansys

text: ACCEL-KKR

text: Accel-KKR

text: Accel-KKR

text: Accel-KKR

text: COVANSYS

text: Covansys Corporation

text: Covansys

text: Covansys

text: Covansys

text: ACCEL-KKR

text: COVANSYS CORPORATION


text:
EX-99.1
4
d833313dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
ViacomCBS Announces Completion of the Merger of CBS and Viacom
Combination creates a leading, global premium content powerhouse
New York, NY - December 4, 2019 -
ViacomCBS Inc. (Nasdaq: VIACA, VIAC) ("ViacomCBS") today announced the completion of the merger
between CBS Corporation and Viacom Inc. The combined company, which is renamed ViacomCBS, creates a premium content powerhouse with global scale, including leadership positions in markets across the U.S., Europe, Latin America and Asia.
"This is a historic moment that brings together two iconic companies to form one of the world's most important content producers and
providers", said Bob Bakish, President and Chief Executive Officer of ViacomCBS. "Through the combination of CBS's and Viacom's complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium
content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally. I am excited about the opportunity we have to serve our audiences, creative and commercial partners, and employees, while
generating significant long-term value for our shareholders".
Building on an extraordinary collection of culture-defining franchises and
partnerships with creative talent around the world, ViacomCBS will be home to more than 140,000 premium TV episodes and 3,600 film titles, with global production capabilities and more than $13 billion in annual content investment. The company
will account for 22% of TV viewership in the U.S. and hold the highest share of broadcast and cable viewing across key audience demographics, with strength in all categories, including News, Sports, General Entertainment, Pop Culture, Comedy, Music
and Kids.
Through the strength and scale of these assets, ViacomCBS will be well-equipped to maximize the value of its content for its own platforms and
for others, as it meets the growing global demand for third-party premium content. The company's content scale will support a robust streaming strategy, including ViacomCBS's own suite of advertising and subscription-based offerings. In
addition, the company's broad reach, extensive intellectual property portfolio and expertise in advanced marketing solutions will enable it to strengthen its partnerships with distributors and advertisers globally.
ViacomCBS Class A and Class B shares will begin trading on the Nasdaq Global Select Market on December 5, 2019 under the ticker symbols
"VIACA" and "VIAC", respectively.
As previously announced, as a result of the merger, each Viacom Class A share and Viacom
Class B share converted into 0.59625 of a Class A share and Class B share of ViacomCBS, respectively. Holders of CBS Class A shares and CBS Class B shares will continue to own their existing shares, which are now shares of
ViacomCBS.
ViacomCBS will have an attractive growth outlook, be positioned to deliver beneficial cost and revenue synergies and generate substantial free
cash flow. This will sustain significant investment in programming and innovation, as well as support ViacomCBS's commitment to a modest dividend payment. ViacomCBS will also benefit from a strong balance sheet, solid investment grade rating
and a board and management team that are focused on creating shareholder value.
About ViacomCBS
ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide.
Driven by iconic consumer brands, its
portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers
the largest share of the U.S. television audience and boasts one of the industry's most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS
provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.
For more information about
ViacomCBS, please visit
www.viacbs.com
and follow @ViacomCBS on social platforms.
Cautionary Statement Concerning Forward-Looking Statements
This news release contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect
our current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause future results, performance or achievements to
differ from those expressed or implied by these statements. These risks, uncertainties and other factors include, among others: following the recently completed merger, the CBS and Viacom businesses may not be integrated successfully or such
integration may be more difficult, time consuming or costly than expected and may not achieve anticipated synergies; operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees,
customers, suppliers or vendors may be greater than anticipated as a result of the merger; the potential impact of unforeseen liabilities, future capital expenditures, expenses or failure to achieve anticipated revenues, costs savings, earnings and
synergies from the merger on our financial condition and the management, expansion and growth of our business; litigation related to the merger; potential adverse reactions or changes to business relationships resulting from the merger; the ability
to retain and hire key personnel and the uncertainties associated with leadership changes; the risk that the market price for ViacomCBS common stock may be affected by the consummation of the merger and factors different from those that have
historically affected CBS and Viacom common stock; the anticipated tax treatment of the merger may not be obtained; risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the merger; and other
risks, uncertainties and factors described in our news releases and filings and Viacom's and CBS' filings with the Securities and Exchange Commission, including but not limited to Viacom's Form
10-K
for the fiscal year ended September 30, 2019, CBS' Form
10-K
for the fiscal year ended December 31, 2018 and their respective reports on Form
10-Q
and Form
8-K
subsequent to the filing of their annual reports on Form
10-K.
The forward-looking statements included in this news
release are made only as of the date of this news release, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. If applicable, reconciliations for any
non-GAAP
financial information are included in this news release or available on our website at ir.viacbs.com.
Media:
Justin Dini,
Senior Vice President, Corporate Communications
(212)
846-2724
justin.dini@viacbs.com
Investors:
Anthony DiClemente,
Executive Vice President, Investor Relations
(212) 846-5208
Anthony.DiClemente@viacbs.com
VIAC-IR

text: CBS

text: Viacom

text: CBS

text: Viacom

text: Bob Bakish

text: CBS

text: Viacom

text: Viacom

text: Viacom

text: CBS

text: CBS

text: CBS

text: CBS

text: CBS

text: Viacom

text: CBS

text: Viacom

text: Viacom

text: CBS

text: Viacom

text: CBS