text:
EX-99.1
2
e19176ex99_1.txt
PRESS RELEASE
Exhibit 99.1
Logility Acquires Demand Management, Inc.
Significantly Strengthens Supply Chain Planning Market Position for Small and
Midsize Businesses (SMB); Extends Worldwide Distribution Channel; and
Increases Customer Base to Over 1100
ATLANTA and ST. LOUIS, Oct. 1 /PRNewswire-FirstCall/ -- Logility, Inc.
(Nasdaq: LGTY), a leading supplier of collaborative solutions to optimize the
supply chain, today announced its acquisition of certain assets and the
distribution channel of privately-held Demand Management, Inc., a St. Louis-
based provider of supply chain planning systems marketed under the Demand
Solutions(R) brand, for $9.5 million in cash. Under the terms of the
agreement, Demand Management will immediately become a wholly-owned subsidiary
of Logility, and Mike Campbell, president and CEO of Demand Management, will
remain with the company as president of the new subsidiary. The acquisition is
expected to be accretive to Logility's earnings and cash flow within the next
12 months, and is expected to contribute approximately $10 million in annual
revenue, with 50% as a recurring component.
The acquisition provides more than 800 active customers in the growing
small and midsize business (SMB) market, which brings the Logility customer
base to approximately 1,100 and gives Logility what is believed to be the
largest installed base of supply chain planning customers among application
software vendors. Logility will continue to sell Demand Solutions as a
separate product line to the SMB market through Demand Management's existing
value-added reseller distribution network, which currently serves customers in
more than 70 countries. Logility will also continue to offer the Logility
Voyager Solutions(TM) suite to its traditional target market of upper-midsize
to Fortune 1000 companies with distributive-intensive supply chains.
"With this acquisition of Demand Management, we see tremendous potential
to increase the intrinsic value of Logility by leveraging our supply chain
knowledge and extending our reach into an under-served market segment of SMB
companies", said Mike Edenfield, Logility president and CEO. "This move gives
us access to a large, satisfied customer base and provides an immediate
opportunity to expand our worldwide sales and implementation resources. We
believe Logility is the only vendor that can meet the supply chain planning
needs of the SMB market as well as serve the more complex requirements of
large and Fortune 1000 businesses".
Some of the unique assets that Logility acquires through this transaction
include:
Distribution Channel. Demand Management has a worldwide value-added
reseller (VAR) network of 23 organizations with 67 sales, implementation
and support resources. This network will continue to sell Demand Solutions
products, and Logility plans to introduce components of the Logility
Voyager Solutions suite into appropriate areas of this proven distribution
channel.
Customer Base. Demand Management has approximately 800 active customers in
over 70 countries in consumer goods, food and beverage, apparel, life
sciences, service parts and retail industries. The VAR channel and Demand
Management subsidiary of Logility will continue to support these loyal
Demand Solutions customers.
Technology. The Demand Solution products are designed for SMB companies
and include supply chain forecasting, demand planning, inventory planning
and replenishment planning. The Demand Solution Stores product enables
store-level forecast modeling and replenishment capabilities for
retailers.
"Demand Management customers and employees are now allied with a larger,
profitable company with a strong balance sheet, providing additional capital
for growth", said Mike Campbell, president of Demand Management. "Customers
now have access to Logility's comprehensive portfolio of supply chain
solutions and services, which can help drive additional business performance
improvements".
Mr. Edenfield continued, "There are three primary benefits for Demand
Solutions customers. First, Logility is financially strong, organizationally
stable and has extensive experience in developing and supporting supply chain
management applications. Second, Logility plans to increase the research and
development investment in the Demand Solutions products to better support
existing and new customers. Third, Logility Voyager Solutions give Demand
Solutions customers access to supply chain products designed to solve complex
problems in demand, inventory and replenishment planning; manufacturing
planning, supply and global sourcing optimization; transportation planning and
management; warehouse management, and collaborative planning with customers
and suppliers. We believe this combination brings substantial benefits to
Demand Solutions customers and significantly expands the opportunity for the
entire Logility organization".
Logility does not anticipate an impact on its existing customers or its
Logility Voyager Solution suite.
About Demand Management, Inc.
Demand Management, headquartered in St. Louis, MO., with a distribution
network in Europe, Africa, and Asia-Pacific, provides supply chain
forecasting, demand planning and inventory and replenishment systems under the
Demand Solutions brand to small- and medium-sized businesses. Since 1985
Demand Solutions products have been reliable and cost-effective solutions for
leveraging supply-chain technology to improve bottom-line results, from
manufacturing to distribution and retail. To learn more
visit http://www.demandsolutions.com.
About Logility
Logility is a leading provider of collaborative solutions to optimize the
supply chain. Logility Voyager Solutions enable networks of trading partners
including suppliers, manufacturers, distributors and retailers to collaborate,
integrate and synchronize their planning, production, warehouse and
transportation operations. Logility customers have realized substantial
bottom-line results in record time. Logility is proud to serve such customers
as Bissell, Huhtamaki UK, Katun Corporation, McCain Foods, Mill's Pride,
Pernod Ricard, Rand McNally, Sigma Aldrich, VF Corporation and xpedx.
Logility is a majority owned subsidiary of American Software (Nasdaq: AMSWA).
For more information about Logility, call 1-800-762-5207 or
visit http://www.logility.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to
substantial risks and uncertainties. There are a number of factors that could
cause actual results to differ materially from those anticipated by statements
made herein. These factors include, but are not limited to, changes in
general economic conditions, technology and the market for the Company's
products and services including economic conditions within the e-commerce
markets; the timely availability and market acceptance of these products and
services; the effect of competitive products and pricing; risk and
uncertainties associated with acquisitions of businesses and products and
their assimilation into the business of the Company; the uncertainty of the
viability and effectiveness of strategic alliances; and the irregular pattern
of the Company's revenues. For further information about risks the Company
could experience as well as other information, please refer to the Company's
Form 10-K for the year ended April 30, 2004 and other reports and documents
subsequently filed with the Securities and Exchange Commission. For more
information about the Company, contact Vincent C. Klinges, Chief Financial
Officer, Logility, Inc., 470 East Paces Ferry Rd., Atlanta, GA 30305, (404)
261-9777. FAX: (404) 264-5206 INTERNET: http://www.logility.com or E-mail:
asklogility@logility.com.
SOURCE Logility, Inc.
-0- 10/01/2004
/CONTACT: Vincent C. Klinges, Chief Financial Officer of Logility, Inc.,
+1-404-264-5477/
/Company News On-Call: http://www.prnewswire.com/comp/120967.html/
/Web site: http://www.logility.com
http://www.demandsolutions.com /
(LGTY AMSWA)
CO: Logility, Inc.; Demand Management, Inc.
ST: Georgia, Missouri
IN: CPR MLM STW NET
SU: TNM

text: Logility

text: Demand Management, Inc.

text: Logility, Inc.

text: Demand Management, Inc.

text: Demand Management

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text: Mike Campbell

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Demand
Management

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text: Demand Management

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text: Demand Management

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text: Vincent C. Klinges

text: Logility, Inc.

text: Logility, Inc.

text: Vincent C. Klinges

text: Logility, Inc.

text: Logility, Inc.

text: Demand Management, Inc.


dataset: buster

text:
EX-99
3
ex99.htm
PRESS RELEASE
press release
NEWS FOR IMMEDIATE RELEASE
January 3, 2005
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
And
Winton Financial Corporation
5511 Cheviot Road
Cincinnati, OH 45247-7095
For Further Information Contact:
Paul M. Limbert (304) 234-9000
President & CEO, WesBanco, Inc.
Or
Robert L. Bollin (513) 245-7202
President & CEO, Winton Financial Corporation
WesBanco, Inc. Consummates Merger With Winton Financial Corporation
WHEELING, WV - January 3, 2005 - WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC), a multi-state bank holding company headquartered in Wheeling, West Virginia and Winton Financial Corporation ("Winton") (AMEX:WFI), Cincinnati, Ohio, jointly announced today the consummation of WesBanco's acquisition of Winton and the merger of Winton's affiliate, The Winton Savings and Loan Co. ("Winton Savings"), with and into WesBanco affiliate, WesBanco Bank, Inc. Paul M. Limbert, President & CEO of WesBanco, and Robert L. Bollin, President & CEO of Winton, made the joint announcement of the transactions that were consummated on January 3, 2005.
The merger, which was previously announced on August 25, 2004 and approved by the appropriate regulatory agencies, was approved on December 3, 2004 by Winton's shareholders. Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a combination of its common stock and cash for Winton common stock.
As a result of the merger, Henry L. Schulhoff was elected as a Director of WesBanco, Inc., and Robert L. Bollin was elected as a Director of WesBanco Bank, Inc. Both Mr. Schulhoff and Mr. Bollin were Directors of Winton. Mr. Schulhoff was Chairman of the Board of Winton and has served since 1976 as the President of Schulhoff and Company, an investment counseling firm. Mr. Bollin was President and CEO of Winton and Winton Savings. Also, effective with the merger, WesBanco established an Advisory Board in the Cincinnati market consisting of the former directors of Winton.
"As WesBanco has grown through acquisitions over the past twenty years, we have stressed the importance of retaining key employees and maintaining community ties to effect a smooth transition in terms of customer retention", said Paul M. Limbert, WesBanco President & CEO. "Continuity in service and leadership are areas that we are particularly interested in as we prepare to offer a wider variety of products and services to Winton's customers and the greater Cincinnati market. In that regard, we are pleased to announce that Robert L. Bollin will serve as President of WesBanco's Cincinnati region and that we will retain an Advisory Board in the Cincinnati market. The Bollin family has built Winton into a venerable franchise in the Cincinnati area over the past 50 years and Winton employees have provided excellent service to their customers. We are anxious to build on their success", Mr. Limbert said.
Winton's name will be changed to WesBanco Bank on February 24, 2005, the same day as the scheduled data processing conversion. Subsequent to the conversion date, Winton customers will be able to conduct banking transactions at all of WesBanco's banking locations. WesBanco also provides service through a network of 128 Automated Teller Machines (ATMs), as a member of the STAR ATM network, and through an agreement with Cleveland-based KeyCorp (NYSE: KEY), provides its customers with surcharge-free access to Key's network of more than 550 additional ATMs in Michigan, Indiana and Ohio. Prior to the merger with WesBanco, Winton operated seven banking offices principally located in Hamilton County, Ohio, a portion of the Cincinnati/Northern Kentucky MSA, a loan production office in the southeastern section of Cincinnati, Ohio and a loan production office in Southeastern Indiana. All of these Winton offices will continue to operate subsequent to the merger.
WesBanco's merger with Winton creates a multi-state bank holding company with total assets of approximately $4.5 billion. WesBanco now operates through 86 banking offices and four loan production offices in West Virginia, Ohio, Pennsylvania and Indiana. From east to west, the Winton transaction expands WesBanco's franchise from western Pennsylvania through WesBanco's Columbus, Ohio and Springfield/Dayton, Ohio markets to Cincinnati. WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc. that also operates Mountaineer Securities, WesBanco's discount brokerage operation.
Forward-looking Statements
This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and statements about the benefits of the merger between WesBanco and Winton, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and Winton may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in WesBanco's 2003 Annual Report on Form 10-K, Winton's 2003 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Winton with the Securities and Exchange Commission. All forward-looking statements included in this news release are based on information available at the time of the release. Neither WesBanco nor Winton assumes any obligation to update any forward-looking statement.
###

label: organization

text: WesBanco, Inc.

text: Winton Financial Corporation

label: person

text: Paul M. Limbert

text: WesBanco, Inc.

text: Robert L. Bollin

text: Winton Financial Corporation

text: WesBanco, Inc.

text: Winton Financial Corporation

text: WesBanco, Inc.

text: WesBanco

text: Winton Financial Corporation

text: Winton

text: WesBanco

text: Winton

text: Winton

text: Winton

text: Winton

text: WesBanco

text: WesBanco

text: Paul M. Limbert

text: WesBanco

text: Robert L. Bollin

text: Winton

text: Winton

text: WesBanco

text: Winton

text: WesBanco, Inc.

text: Robert L. Bollin

text: WesBanco

text: Winton

text: Winton

text: Winton

text: Winton

text: WesBanco

text: Winton

text: WesBanco

text: Paul M. Limbert

text: WesBanco

text: Winton

text: Robert L. Bollin

text: WesBanco

text: Winton

text: Winton

text: Winton

text: WesBanco

text: Winton

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text: WesBanco

text: WesBanco

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text: WesBanco

text: Winton

text: WesBanco

text: Winton

text: WesBanco

text: Winton

text: WesBanco

text: Winton

text: WesBanco

text: Winton

source_dataset: expertai/BUSTER

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


text:
EX-99.2
2
exhibit99-2.htm
PRESS RELEASE DATED SEPTEMBER 8, 2009
Filed by sedaredgar.com - Pluris Energy Group Inc. - Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
NATIONWIDE ENERGY PORTAL INC.
TO ACQUIRE CONTROL OF
PLURIS ENERGY
Vancouver, Canada/Houston, Texas - September 8, 2009 -
Pluris Energy Group Inc. (OTC Bulletin Board: PEYG)
("Pluris Energy" or "the
Company") is pleased to announce that on August 27, 2009, a Share Exchange
Agreement (the "Agreement") was entered into between the Company and Nationwide
Energy Portal Inc. ("Nationwide"), a Houston, Texas based developer and provider
of a proprietary software based energy portal.
Terms of the Agreement set out that Pluris will acquire,
through a reverse merger, 100% of the issued and outstanding shares of
Nationwide, currently a privately held company. In exchange for the Nationwide
shares, the Company will issue to Nationwide shareholders, 150,000,000 common
shares of the Company. Of the 150,000,000 Company shares to be issued in the
transaction, 140,000,000 shares will be held in escrow pursuant to an escrow
agreement which must be entered into prior to the Closing Date of September 30,
2009. These shares will be released upon Nationwide's management attaining
certain revenue goals for the Company and shall retain voting rights; however,
shall not be subject to dividends or liquidation distributions until released
from escrow. After the transaction, Nationwide will be a wholly- owned
subsidiary of the Company and the Nationwide shareholders will control
approximately 80% of the Company.
Nationwide will take over management of the Company, will
appoint a new Board of Directors to the Company and will pursue the continuation
of developing Nationwide's business model of developing and deploying
proprietary software architecture that allows Retail Electric Providers (REP's),
energy brokers, and their agents, the means to collect, store and manage data
for the purpose of selling commercial electricity contracts in the deregulated
electrical energy markets.
Terms of the Agreement further set out that the Company's two
wholly owned subsidiaries, Pluris Energy Group Inc., a British Virgin Islands
company ("PBVI") and Pluris Sarmiento Petroleo SA, an Argentine company
("PSPSA") must be divested of, with all liabilities associated with PBVI and
PSPSA being transferred from the Company upon divestiture. Additional terms of
the Agreement set out that the books of the Company can not retain amounts
greater than $175,000 in outstanding debts due and owing at the Closing Date.
As a result of the subsidiary divestiture requirements under
the Agreement, on August 29, 2009, the Company sold all of its rights, title and
interests in and to PBVI and PSPSA for the transfer and assumption of
approximately $1.3 million due and owing to numerous creditors of the Company.
Additionally, an indemnification was provided to the Company for up to $1.0
million for any other Previous Liabilities that may arise from the Company's
operations prior to the Closing Date of the Agreement. For further details
related to this transaction, please refer to the Company's 8K filing and
exhibits attached thereto, submitted to the United States Securities and
Exchange Commission on September 1, 2009.
About Nationwide Energy Portal Inc.
Nationwide Energy Portal Inc. is a Houston, Texas based energy
company that develops and facilitates web based proprietary software that
provides brokers and retail energy providers the least expensive and most
efficient electricity for their customers.
About Pluris Energy
Pluris Energy Group Inc. is an international energy company
engaged in the acquisition and development of producing oil and gas interests in
South America. For further information, please visit the Company's website at
www.pluris.com
Company Contact
Sacha H. Spindler
Phone: +1.604.609 -1769
Eunho Lee
Phone: +1.778.996.6500
Forward Looking Statements
This news release
contains "forward-looking statements". Statements in this press release, which
are not purely historical, are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements include, among others, the expectation
and/or claim, as applicable, that: (i) the Closing Date of the Agreement will be
met (ii) the subsidiaries of the Company will be sold pursuant to the terms of
the Agreement; (iii) the series B preferred shares of the Company will be
cancelled; (iv) a new Board of Directors will be appointed; (v) Nationwide
management will take over management of the Company.
It is important to note that actual outcomes and the
Company's actual results could differ materially from those in such
forward-looking statements. Actual results could differ from those projected in
any forward-looking statements due to numerous factors. Such factors include,
among others: (i) the failure to complete the Shares Exchange Agreement entered
into between the Company and Nationwide for whatever reason, (ii) the failure of
Nationwide management to fulfill the objectives set forth by the newly appointed
Board of Directors of Nationwide; (iii) Nationwide's ability to raise debt or
equity financing for operations, inability to maintain qualified employees or
consultants, and the likelihood that no
commercial quantities of oil and gas or new energy sources are found or recoverable. For more risk factors about our company, readers should refer to risk disclosure in our recent forms 10-KSB and 10-QSB filed with the SEC on Edgar.

text: Pluris Energy

text: NATIONWIDE ENERGY PORTAL INC.

text: PLURIS ENERGY

text: Pluris Energy

text: Pluris Energy

text:
Nationwide
Energy Portal Inc.

text: Nationwide

text: Pluris

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Pluris Energy

text: Pluris

text: Nationwide Energy Portal Inc.

text: Nationwide Energy Portal Inc.

text: Pluris Energy

text: Pluris Energy

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide

text: Nationwide


text:
EX-99.1
5
c92896_ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
SIRIUSXM COMPLETES ACQUISITION OF PANDORA
Combination Creates World's Largest
Audio Entertainment Company with more than 100 Million Listeners Across Its Audio Products
NEW YORK - February 1, 2019
-
Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced that it has completed its
acquisition of Pandora Media, Inc. With the transaction complete, SiriusXM is the world's largest audio entertainment company
with strong, long-term growth opportunities.
Jim Meyer, Chief Executive Officer of SiriusXM, said, "This
is a tremendous outcome for two organizations with complementary platforms and large audiences, and we could not be more excited
to be moving forward as one company. With SiriusXM's subscription-based national service of curated and exclusive content
and programming, and Pandora, the largest U.S. streaming music provider with its highly personalized free ad-supported service,
under one roof, SiriusXM now reaches more than 100 million people across its audio products. That is a powerful platform for consumers,
content creators and advertisers".
Meyer continued, "Importantly, the premier products that SiriusXM
and Pandora listeners have enjoyed for years are not changing. That said, good things come from being together, and we look forward
to creating new unique audio packages that combine our strengths and offer an even wider range of content to our listeners. On
behalf of everyone at SiriusXM, we are excited to officially welcome the talented Pandora team and look forward to working with
all of our employees to continue delivering the best audio entertainment experience in the world and creating enhanced value for
stockholders".
Together, these two brands are uniquely positioned to lead a new
era of audio entertainment by delivering the most compelling subscription-based and ad-supported audio experiences to millions
of listeners - in the car, at home, and on the go. The combined company will drive long term growth and value for its stockholders
by employing the disciplined and focused approach that has always been an integral part of Sirius XM, including by:
o
Capitalizing on cross-promotion opportunities across the combined company's more than 100
million listeners in North America, with close to 40 million self-paying subscribers, and 75 million trialers and ad-based listeners,
which represents the largest digital audio entertainment audience in the U.S.
o
Pairing SiriusXM's curation and exclusive programming with Pandora's uniquely predictive
listener personalization technology - representing one of the world's most extensive datasets of music listening information
- to deliver audio experiences tailored to the tastes of each listener.
o
Creating new, unique audio packages that bring together the best of both services,
providing a powerful platform for consumers to connect with established and emerging artists, entertainment brands, and talent.
o
Expanding monetization opportunities through both ad-supported and subscription services -
in and out of the vehicle - creating innovative new ways for listeners to enjoy even more audio entertainment.
o
Continuing to invest in talent, content, technology and innovation to create and offer the best
audio entertainment available, including specially-created music channels and programming from major and emerging artists, provocative
talent in talk, entertainment, comedy, and exclusive sports programming.
As previously announced, the outstanding shares in Pandora not already
owned by SiriusXM will be exchanged for a fixed ratio of 1.44 newly issued SiriusXM shares. Shares of Pandora's common stock
are no longer trading on the New York Stock Exchange.
About SiriusXM
Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest
audio entertainment company, and the premier programmer and platform for subscription- and advertising-supported audio products.
With the recent addition of Pandora, the largest streaming music provider in the U.S., SiriusXM reaches more than 100 million
people with its audio products. For more about the new SiriusXM, please go to:
https://www.siriusxm.com/
.
This communication contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations,
products and services; and other statements identified by words such as "will likely result", "are expected to,"
"will continue", "is anticipated", "estimated", "believe", "intend", "plan,"
"projection", "outlook" or words of similar meaning. Such forward-looking statements are based upon the current
beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events
may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results
and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking
statements: our substantial competition, which is likely to increase over time; our ability to attract or increase the number
of subscribers, which is uncertain; our ability to profitably attract and retain more price-sensitive consumers; failure to protect
the security of personal information about our customers; interference to our service from wireless operations; a decline in the
effectiveness of our extensive marketing efforts; consumer protection laws and their enforcement; our failure to realize benefits
of acquisitions or other strategic initiatives, including the acquisition of Pandora Media, Inc.; unfavorable outcomes of
pending
or future litigation; the market for music rights, which is changing and subject to uncertainties; our dependence upon the auto
industry; general economic conditions; existing or future government laws and regulations could harm our business; failure of
our satellites would significantly damage our business; the interruption or failure of our information technology and communications
systems; rapid technological and industry changes; failure of third parties to perform; our failure to comply with FCC requirements;
modifications to our business plan; our indebtedness; damage to our studios, networks or other facilities as a result of terrorism
or natural catastrophes; our principal stockholder has significant influence over our affairs and over actions requiring stockholder
approval and its interests may differ from interests of other holders of our common stock; impairment of our business by third-party
intellectual property rights; and changes to our dividend policies which could occur at any time. Additional factors that could
cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report
on Form 10-K for the year ended December 31, 2018, which is filed with the Securities and Exchange Commission (the "SEC")
and available at the SEC's Internet site (
http://www.sec.gov
). The information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring
after the date of this communication.
Source: SiriusXM
Contact for SiriusXM:
Investors:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Media:
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com

text: SIRIUSXM

text: PANDORA

text: Sirius XM Holdings Inc.

text: Pandora Media, Inc.

text: SiriusXM

text: Jim Meyer

text: SiriusXM

text: SiriusXM

text: Pandora

text: SiriusXM

text: SiriusXM

text: Pandora

text: SiriusXM

text: Pandora

text: SiriusXM

text: Pandora

text: Pandora

text: SiriusXM

text: SiriusXM

text: Pandora

text: SiriusXM

text: Sirius XM Holdings Inc.

text: Pandora

text: SiriusXM

text: SiriusXM

text: Pandora Media, Inc.

text: SiriusXM

text: SiriusXM


text:
EX-99.1
4
a09-1365_2ex99d1.htm
EX-99.1
Exhibit 99.1
1600 West Merit Parkway ·
South Jordan,
UT 84095
Telephone:
801-253-1600 ·
Fax:
801-253-1688
PRESSRELEASE
FOR IMMEDIATE RELEASE
Date:
March 16, 2009
Contact:
Anne-Marie Wright, Vice President of Corporate Communications
Phone:
(801) 208-4167 e-mail:
awright@merit.com Fax: (801) 253-1688
MERIT
MEDICAL ANNOUNCES CLOSING OF
ALVEOLUS
AND BIOSEARCH DEALS
SOUTH JORDAN, UTAH- Merit Medical Systems, Inc.
(NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable
devices used primarily in cardiology, radiology and gastroenterology
procedures, today announced that the previously signed definitive agreements to
acquire the assets of Alveolus, Inc., and Biosearch Medical Products, Inc.
have been closed.
The combined purchase price of approximately
$20.6 million was paid from cash reserves and is subject to post-closing
adjustments.
"We are pleased with the closing of these
transactions and will now initiate our strategy for a new business unit", said
Fred P. Lampropoulos, Merit's Chairman and Chief Executive Officer.
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the
development, manufacture and distribution of proprietary disposable medical
devices used in interventional and diagnostic procedures, particularly in
cardiology, radiology and gastroenterology.
Merit serves client hospitals worldwide with a domestic and
international sales force totaling approximately 100 individuals. Merit employs approximately 1,700 people
worldwide, with facilities in Salt Lake City and South
Jordan, Utah; Angleton, Texas;
Richmond, Virginia; Maastricht and Venlo, The Netherlands; and Galway, Ireland.
Statements contained in this
release which are not purely historical, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and are
subject to risks and uncertainties such as those described in Merit's Annual
Report on Form 10-K for the year ended December 31, 2007. Such
risks and uncertainties include risks relating to unanticipated
consequences of Merit's proposed acquisition of the Alveolus and Biosearch
assets; challenges associated with Merit's efforts to pursue new market
opportunities, including opportunities in the gastroenterology and pulmonary
markets; infringement of Merit's technology or the
assertion that Merit's technology infringes the rights of other parties; product
recalls and product liability claims; downturn of the
national economy and its affect on Merit's revenues, collections and supplier relations;
termination of supplier relationships, or failure of suppliers to
perform; inability to successfully manage growth through acquisitions; delays
in obtaining regulatory approvals, or the failure to maintain such approvals;
concentration of Merit's revenues among a few products and procedures;
development of new products and technology that could render Merit's products
obsolete; market acceptance of new products; introduction of products in a
timely fashion; price and product competition; availability of labor and
materials; cost increases; and fluctuations in and obsolescence of inventory;
volatility of the market price of Merit's common stock; foreign currency
fluctuations; changes in key personnel; work stoppage or transportation
risks; modification or limitation of governmental or private insurance
reimbursement; changes in health care markets related to health care reform
initiatives; and other factors referred to in Merit's Annual Report on Form 10-K
for the year ended December 31, 2007, and other reports filed with the
Securities and Exchange Commission. All subsequent forward-looking
statements attributable to Merit or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. Actual results will differ, and may differ materially, from anticipated
results. Financial estimates are subject to change and are not intended
to be relied upon as predictions of future operating results, and Merit assumes
no obligation to update or disclose revisions to those estimates.
# # #

text: Merit

text: Anne-Marie Wright

text:
MERIT
MEDICAL

text: ALVEOLUS

text: BIOSEARCH

text: Merit Medical Systems, Inc.

text: Alveolus, Inc.

text: Biosearch Medical Products, Inc.

text: Merit

text: MERIT

text: Merit Medical Systems, Inc.

text: Merit

text: Merit

text: Merit

text: Merit

text: Alveolus

text: Biosearch

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit

text: Merit


text:
EX-99.1
2
a07-8740_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Cellu
Tissue Holdings, Inc. Completes Acquisition of CityForest Corporation
Alpharetta, Ga. - March 21, 2007-
Cellu Tissue Holdings, Inc. ("Cellu Tissue") announced today that it has
consummated the acquisition of CityForest Corporation ("CityForest"). Cellu Tissue-CityForest LLC, the acquired
business, is a wholly-owned subsidiary of Cellu Tissue.
CityForest is a
Ladysmith, Wisconsin-based manufacturer of tissue paper parent rolls for
converters that resize and convert the rolls into napkins, towels, bath tissue,
specialty medical tissue, industrial wipers and facial tissue. The majority of
CityForest's sales are to converters serving the commercial ("away-from-home")
market, the consumer ("at-home") market, as well as state and federal
government agencies and the medical industry.
CityForest is solely focused on manufacturing tissue hard rolls and does
not currently convert rolls into finished products.
Cellu Tissue manufactures
and markets a variety of specialty tissue hard rolls and machine-glazed paper
used in the manufacture of various end products, including diapers, facial and
bath tissue, assorted paper towels and food wraps. In addition, Cellu Tissue
produces a variety of converted tissue products. Cellu Tissue's customers
include major North American producers of branded and unbranded disposable
consumer absorbent and tissue products for the personal and health care
markets; consumer and away-from-home tissue products companies; national and
regional tissue products distributors; and third-party converters who sell
their products to food, bakery and confections companies. Cellu Tissue services
a diverse group of high-quality customers, with three of its top 10 customers
belonging to the Fortune 150 group of companies.
The statements contained in this release that are
not purely historical are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended including
statements regarding the expected timing, completion and effects of the
proposed acquisition. Readers are
cautioned not to place undue reliance on these forward-looking statements and
any such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All forward-looking
statements included in this document are based upon information available to
Cellu Tissue as of the date hereof, and Cellu Tissue assumes no obligation to
update any such forward-looking statement. Cellu Tissue cautions you that any
forward looking information is based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements. Factors that
may affect the business or financial results of Cellu Tissue are described in
Cellu Tissue's filings with the SEC, including in its annual report on Form
10-K for the fiscal year ended February 28, 2006.
* * * * *

text: Tissue Holdings, Inc.

text: CityForest Corporation

text: Cellu Tissue Holdings, Inc.

text: CityForest Corporation


text:
EX-99.1
3
pressrelease.htm
PRESS RELEASE, DATED FEBRUARY 9, 2007
pressrelease.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Journal Register Company Completes Sale of Massachusetts
Newspapers
YARDLEY, PA - Journal Register Company (NYSE:JRC) today announced that it has completed the
sale of its two daily community newspapers and five non-daily publications in Massachusetts to
GateHouse Media, Inc. The final sales price was approximately $70 million in cash and approximately
$2 million of working capital. Net after-tax proceeds of the sale will be used to pay down debt. The
daily newspapers included in the sale are
The Herald News
located in Fall River, Massachusetts
and the
Taunton Daily Gazette
located in Taunton, Massachusetts.
About Journal Register Company
Journal Register Company is a leading U.S. media company. Journal Register Company owns 22 daily
newspapers and 344 non-daily publications. Journal Register Company currently operates 221 individual
Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its
network of employment Web sites. These Web sites can be accessed at www.journalregister.com. All
of the Company's operations are strategically clustered in six geographic areas: Greater Philadelphia;
Michigan; Connecticut; Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions of
New York. The Company owns JobsInTheUS, a network of 19 premier employment Web sites.
####
For more information:
Journal Register Company
Ricardo A. Venegas
790 Township Line Road
Treasurer
Yardley, PA 19067
Tel: (215) 504-4200
Fax: (215) 504-4201

text: Journal Register Company

text: Journal Register Company

text: GateHouse Media, Inc.

text: Journal Register Company

text: Journal Register Company

text: Journal Register Company

text: Journal Register Company

text: Journal Register Company


text:
EX-99.1
11
mis_8k0122ex991.htm
PRESS RELEASE
mis_8k0122ex991.htm
Exhibit
99.1
FOR
IMMEDIATE RELEASE
MISCOR
Group Acquires American Motive Power,
Acquisition
Expands Expertise in Locomotive and Diesel Engine Repair,
Reach
Grows to East Coast
SOUTH
BEND, Ind., Jan. 16,
2007
- Industrial services provider MISCOR Group, Ltd. (OTC BB: MIGL)
today announced it has acquired privately held American Motive Power, Inc.
(AMP), a provider of a wide range of services to the railroad
industry. The acquisition expands MISCOR's locomotive expertise in its Repair,
Remanufacturing and Manufacturing (RRM) Division.
MISCOR
said the acquisition of Dansville, NY-based AMP supports the Company's desire to
grow its service capabilities in the railroad industry by expanding its repair
and remanufacturing of locomotives and diesel engines for
locomotives. The AMP operation and its experienced team of
technicians are housed in approximately 250,000-square-feet of space, large
enough to simultaneously service 20 locomotives.
The
new
operation and experienced employees are expected to bolster MISCOR's already
industry-recognized expertise in the reconditioning, remanufacturing and
manufacturing of power assemblies for 710, 645 and 547 EMD diesel
engines. In addition, the vertical integration of AMP is an example
of MISCOR's strategic growth strategy to add value to its roster of blue clip
customers, as MISCOR's subsidiaries Magnetech Industrial Services and HK Engine
Components are currently AMP's largest suppliers.
"The
acquisition of American Motive Power is a great way for us to kick-off 2008
and
continue building on the momentum we established in the second half of 2007,"
said John Martell, President and CEO of MISCOR. "By expanding our
presence along the East Coast we have the opportunity to add new customers
and
cross-sell our services in the high density transportation centers in the
Northeast".
AMP
Founder and President Larry Mehlenbacher said: "I am pleased to find a company
of MISCOR's caliber that is dedicated to providing the same high level of
service and responsiveness that has always distinguished AMP from the
competition. I look forward to AMP becoming part of the MISCOR family
of companies and watching the company grow undertheir national
industrial-services model".
As
part
of the acquisition, MISCOR said that Pierre Desrosiers
will become
Vice President of Operations for the new subsidiary. A veteran of the
industry, Desrosiers has extensive locomotive shop maintenance and management
experience, including serving as Director-Locomotive Division for Alstom
Transport Canada. Joseph Fearon will become Vice President
-more-
MISCOR
page 2 of 2
of
Business Development and Engineering. Fearon has over 40 years of experience
in
the railroad industry. He founded Morrison Knudsen Corp-Rail Systems
Group, and served as its President. Gary Walsh will become Vice
President of Sales and Marketing. Walsh brings an extensive
background in sales and marketing management in the locomotive industry with
both General Electric and Alstom. MISCOR Executive Vice President and
COO Richard Tamborski will become President of American Motive Power,
Inc.
In
addition to the acquisition, MISCOR also announced that it has closed a new
$15
million financing package with Wells Fargo that will be used for this
acquisition and working capital requirements.
A
1 for
25 reverse stock split of MISCOR's common stock which was previously announced
on Dec. 3, 2007 was declared effective on Jan. 14, 2008. As a result
of the reverse split, the Company's ticker symbol was change to
MIGL.OB.
Financial
terms of the AMP acquisition and Wells Fargo financing package will be available
on separate Form 8-Ks to be filed with the Securities and Exchange Commission
(SEC) at
www.sec.gov
.
About
MISCOR
South
Bend, Ind.-based MISCOR Group, Ltd. (OTC BB: MIGL) provides electrical and
mechanical solutions to industrial, commercial and institutional customers
through two segments: RRM (repair, remanufacturing and manufacturing) segment,
which provides maintenance and repair services for industrial motors, generators
and lifting magnets, and diesel engine component manufacturing,
remanufacturing and repair services; and CES (construction and engineering
services) segment, which provides a wide range of electrical and mechanical
contracting services and engineering and repair services for electrical power
distribution systems. MISCOR was ranked on the
Inc.
500 in 2004 and
2005 and
has grown to more than 600 employees in 14 locations nationwide.
Forward-Looking
Statements
This
press release includes
"forward-looking statements" within the meaning of the safe harbor provisions
of
the United States Private Securities Litigation Reform Act of
1995.
These forward-looking statements involve certain risks
and uncertainties that ultimately may not prove to be accurate. Actual results
and future events could differ materially from those anticipated in such
statements.
For
further discussion of risks and uncertainties, individuals should refer to
the
Company's SEC filings. MISCOR Group, Ltd. undertakes no obligation and does
not
intend to update these forward-looking statements to reflect events or
circumstances occurring after this press release. You are cautioned not to
place
undue reliance on these forward-looking statements, which speak only as of
the
date of this press release. All forward-looking statements are qualified in
their entirety by this cautionary
statement.
###
CONTACT:
Rich
Mullin, CFO
Jeff
Lambert, Patrick Kane
MISCOR
Group, Ltd.
Lambert,
Edwards & Associates, Inc.
(574)
234-8131
(616)
233-0500 pkane@lambert-edwards.com

text:
MISCOR
Group

text: American Motive Power

text: MISCOR Group

text: American Motive Power

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR

text: American Motive Power

text: John Martell

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR

text: American Motive Power

text: MISCOR

text: MISCOR

text: MISCOR

text: MISCOR Group

text: MISCOR

text: MISCOR Group

text:
Rich
Mullin

text:
MISCOR
Group


text:
EX-99.1
3
ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
For
Immediate Release
Contact:
Kristi
Hughes, Braithwaite Communications
khughes@braithwaitepr.com
,
215-564-3200,
x120
BENEFICIAL
MUTUAL BANCORP, INC. CONSUMMATES MINORITY
STOCK
OFFERING AND ACQUISITION OF FMS FINANCIAL
CORPORATION
Philadelphia,
PA
- July
13, 2007-Beneficial Mutual Bancorp, Inc. ("the Company"), announced today it has
consummated its minority stock offering and the acquisition of FMS Financial
Corporation ("FMS") (NASDAQ: FMCO), the holding company for Farmers and
Mechanics Bank, which has merged with and into Beneficial Mutual Savings Bank.
Shares of FMS ceased trading as of the close of business today. The stock of
Beneficial Mutual Bancorp is expected to commence trading on July 16, 2007
on
the NASDAQ Global Select Market under the symbol "BNCL".
Beneficial
Mutual Bancorp, Inc. sold 23,606,625 shares of common stock at $10.00 per share
in a subscription offering, which ended on June 11, 2007, to eligible depositors
of Beneficial Mutual Savings Bank and to Beneficial Mutual Savings Bank's
employee stock ownership plan in accordance with subscription rights granted
under the Company's plan of stock issuance. In addition, 950,000 shares of the
Company were issued to The Beneficial Foundation. This foundation will continue
to enhance the financial and volunteer-based commitment that both Beneficial
and
FMS have made to support charitable, civic, arts and educational
initiatives.
In
the
merger, shareholders of FMS will receive approximately 11,915,200 shares of
Beneficial Mutual Bancorp's common stock and approximately $64.2 million in
cash. No fractional shares of the Company's common stock will be issued. Persons
otherwise entitled to receive a fractional share of FMS common stock will
receive cash in an amount equal to $28.00 multiplied by such fraction.
Shareholders who made a cash election for their FMS shares, indicated "No
Election" or did not submit a completed election form on a timely basis, will
receive cash of $28.00 per FMS share.
The
purchasers of stock in the subscription offering, the Beneficial Foundation,
and
former FMS shareholders who received Beneficial Mutual Bancorp's common stock in
the merger will own 44.33% of the Company's outstanding shares of common stock
and the Company's parent, Beneficial Savings Bank MHC, a mutual holding company,
will own 55.67% of the outstanding shares.
The
newly-merged company's board of directors will include Craig W. Yates and Roy D.
Yates, former members of the FMS board of directors.
Gerard
P.
Cuddy, President and Chief Executive Officer of Beneficial Mutual Bancorp,
said,
"We are pleased by the outstanding support shown by our depositors and that
the
shareholders of FMS have voted their support for our partnership. We look
forward, under our new structure, to uniting the employees and significant
financial resources of the two banks for the benefit of our shareholders,
customers, and the communities that we serve".
Sandler
O'Neill & Partners, L.P. served as financial advisor and marketing agent
with regard to the stock offering. The Kafafian Group advised the Company with
regard to the acquisition, and Muldoon Murphy & Aguggia LLP served as
counsel to Beneficial. Malizia Spidi & Fisch, PC, Washington, D.C. served as
counsel to FMS Financial Corporation and Farmers and Mechanics
Bank.
The
merger is expected to solidify Beneficial's position as the largest
Philadelphia-based bank with more than $3.8 billion in assets, $2.5 billion
in
deposits and a network of over 70 neighborhood banking offices throughout the
Delaware Valley. The combined institution will offer a full array of financial
products including commercial, consumer and real estate lending, insurance
and
brokerage operations. Visit www.thebeneficial.com
for more
information.
This
press release contains certain forward-looking statements about stock issuance
and acquisition of FMS Financial Corporation. Forward-looking statements include
statements regarding the market for the stock and anticipated future results
and
can be identified by the fact that they do not relate strictly to historical
or
current facts. They often include words like "believe", "expect", "anticipate,"
"estimate" and "intend" or future or conditional verbs such as "will", "would,"
"should", "could" or "may." Certain factors that could cause actual results to
differ materially from expected results include delays in consummation of the
stock issuance, increased competitive pressures, changes in the interest rate
environment, general economic conditions or conditions within the securities
markets, and legislative and regulatory changes that could adversely affect
the
business of Beneficial Mutual Bancorp, Inc. and Beneficial Mutual Savings
Bank.
2

text:
BENEFICIAL
MUTUAL BANCORP, INC.

text:
FMS FINANCIAL
CORPORATION

text: Beneficial Mutual Bancorp, Inc.

text:
FMS Financial
Corporation

text: Mechanics Bank

text: Beneficial Mutual Savings Bank

text: Beneficial Mutual Bancorp

text:
Beneficial
Mutual Bancorp, Inc.

text: Beneficial Mutual Savings Bank

text: Beneficial Mutual Savings Bank

text: Beneficial Mutual Bancorp

text: Beneficial Mutual Bancorp

text:
Gerard
P.
Cuddy

text: Beneficial Mutual Bancorp

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

override: organization

text: The Kafafian Group

text: Muldoon Murphy & Aguggia LLP

text: Malizia Spidi & Fisch, PC

text: FMS Financial Corporation

text:
Mechanics
Bank

text: FMS Financial Corporation

text: Beneficial Mutual Bancorp, Inc.

text:
Beneficial Mutual Savings
Bank


text:
EX-99.1
5
ex99_1.htm
EXHIBIT 99.1
clinigence
holdings and accountable healthcare america provide new update
to
shareholders
ATLANTA,
GA and FT. LAUDERDALE, FL − (BUSINESSWIRE) - June 3, 2020 -
Clinigence Holdings, Inc. ("Clinigence"
or the "Company") (OTC: CLNH), a pioneer in clinical data integration, clinical quality reporting and population health
analytics, and Accountable Healthcare America, Inc. ("AHA"), a leading medical management platform company and provider
network, today are providing an update to their shareholders.
As
previously announced on February 3, 2020, Clinigence and AHA were on the verge of executing a definitive merger agreement to merge
the two companies in late January when they received a confidential Letter Of Intent ("LOI") to acquire both companies
as well as several roll-up acquisitions from a Nasdaq-listed Special Purpose Acquisition Company ("SPAC"). The Boards
of Directors of both companies made a decision to execute the LOI with the SPAC and to proceed with the process of combining into
the SPAC. The process is still ongoing, with PCAOB-certified audits of all entities expected to be completed by June 30.
To
increase shareholder value and to facilitate the transaction with the SPAC, the Board of Directors of Clinigence Holdings decided
to sell certain assets of the Company to AHA. The sale of the assets was completed on Friday, May 29. Under the terms of the transaction,
Clinigence Health, a subsidiary of Clinigence Holdings, has transferred certain of its intellectual property assets and patents,
as well as liabilities of approximately $3.2 million, to AHA for an aggregate purchase price of $15 million of Preferred Stock
of AHA. Net of the liabilities, this reflects an equity value of approximately $11.8 million. Excluded from the sale are all of
the Company's client contracts, cash, accounts receivable and the name Clinigence. The Preferred Stock of AHA will automatically
convert into Common Stock of the SPAC if the transaction with the SPAC is consummated, or into 3,750,000 shares of Common Stock
of AHA, based upon a $4 per share valuation, in the event the transaction with the SPAC is not consummated
Concomitant
with the transaction, Clinigence Health has entered into a License Agreement with AHA pursuant to which Clinigence Health has
licensed certain rights to the IP and Clinigence Health's ongoing operations will continue as before uninterrupted.
There
can be no assurance that the proposed transaction with the SPAC will occur at all. In the event that the transaction with the
SPAC does not occur, Clinigence and AHA currently intend to then complete their previously announced merger, although there can
be no assurance that the proposed transaction between Clinigence and AHA will occur at all. If the transaction with the SPAC does
occur, management from Clinigence and AHA will be charged with leading the new company.
"The
Boards of Clinigence and AHA are excited to be able to bring this opportunity to our shareholders", stated Warren Hosseinion,
M.D., Chairman of the Board of Clinigence. "We believe that this potential transaction with the SPAC is the best strategic
move for us, if it can be achieved, and will allow us to become Nasdaq-listed and give us access to incremental equity capital
to accelerate our growth. We expect to be an active participant in the consolidation of our industry".
Headquartered
in Ft. Lauderdale, Florida and founded in 2013 by industry veterans with a combined 125 years of experience in the Medicare managed
care space, AHA is a leading medical management platform company that currently owns and operates one of the most successful accountable
care organizations with approximately 26,000 Medicare members through a network of over 65 providers. AHA provides a suite of
services for its providers, including care coordination, high-risk care managers, documentation improvement and medical coding
programs, medical management best practices programs, health management programs such as annual wellness visits and chronic care
management, and performance improvement plans.
Clinigence
Holdings, headquartered in Atlanta, Georgia, is a pioneer in clinical data integration, clinical quality reporting and population
health analytics. The scalable, purpose-built Clinigence cloud-based platform, which is in use by multiple health plans, hospitals,
independent practice associations/medical groups, accountable care organizations and physicians, and which currently has clinical
and claims data on over 7 million patients, performs the following functions: the aggregation, integration and analysis of both
clinical EHR and claims data, clinical and quality reporting such as, STAR, GPRO and MIPS, gaps in care reporting, risk-stratification
of patients, predictive analytics, reporting of utilization metrics such as Admits/1000, Beddays/1000, ER Visits/1000, pharmacy
utilization analysis and also generates a dashboard for each physician that includes financial, quality and utilization metrics.
Proposed
Transaction Timeline and Listing of Common Stock on Nasdaq
AHA
intends to sign definitive business combination agreements with the SPAC within the next 30-60 days, if possible. Closing of the
transaction will be subject to certain closing conditions, including but not limited to AHA and the target roll-up acquisitions
having two years of consolidated audited financials, as well as a proxy filing and approval of the transaction by the SPAC's
shareholders. AHA currently expects to seek to close the transaction with the SPAC in October or November of 2020.
About
Clinigence Holdings, Inc.
Clinigence
Holdings, a fully reporting, publicly-held company, is a leading healthcare information technology company providing an advanced,
cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence
platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view
of each patient and provider and virtually unlimited insights into patient populations. For more information, please visit www.clinigencehealth.com.
Information on our website does not comprise a part of this press release.
About
Accountable Healthcare America, Inc.
AHA
is a privately held medical management platform company and provider network. For more information, please visit www.ahahealthcare.net.
Information on our web-site does not comprise a part of this press release.
Safe
Harbor:
Certain
statements and information included in this press release constitute "forward-looking statements" within the meaning
of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will likely
result", "expect to", "will continue", "anticipated", "estimate", "projected,"
"intend", "goal", or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known
and unknown, and uncertainties, including but not limited to, challenges involved in reaching satisfactory business combination
agreements with the SPAC and various roll-up target acquisitions, being able to satisfy all of the anticipated conditions to closing
with the SPAC including obtaining consolidated audited financial statements, if the SPAC transaction does not proceed being able
to enter into and close the merger transaction with AHA, economic conditions, dependence on management, dilution to shareholders,
lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to
effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability
to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry
standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-acquisition
company's ordinary shares on Nasdaq following the Merger, and the ability of the Company and AHA to obtain additional financing
which is expected to be needed prior to closing of any SPAC transaction. Such factors could materially adversely affect the Company's
financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or
statements expressed within this press release.
FOR
ADDITIONAL INFORMATION:
Clinigence
Holdings, Inc.
Warren
Hosseinion, M.D.
Chairman
of the Board
Via
email at
warren.hosseinion@clinigencehealth.com

text: Clinigence Holdings

text: AHA

text: AHA

text: Clinigence Holdings

text: AHA

text: Clinigence Holdings

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text: AHA

text:
Clinigence
Holdings

text: AHA

text: AHA

text: AHA

text: Clinigence Holdings

text:
Clinigence
Holdings

text: AHA

text: AHA

text: AHA

text:
Clinigence
Holdings


text:
EX-99.1
3
d278258dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Synaptics Completes Acquisition of DSP Group and Updates Current Guidance
SAN JOSE, Calif., December
2, 2021
- Synaptics Incorporated (Nasdaq:
SYNA
) today announced that it has
completed the acquisition of DSP Group, a leading global provider of voice processing and wireless chipset solutions, for an aggregate purchase price of approximately $549 million in cash. The acquisition, which was previously announced on
August 30, 2021, combines the two companies with leading AI, voice processing, and wireless technologies that collectively enable a variety of smart connected devices.
"We are very excited to welcome the talented DSP Group team to our company", said Michael Hurlston, President and CEO of Synaptics. "DSP
Group's capabilities in SmartVoice and low power AI align well with our long-term vision of embedding more intelligence in connected devices at the edge of a network. Further, the addition of DSP Group's ULE wireless technology and
VOIP processing solutions enhances our ability to both cross-sell and deliver differentiated solutions to our combined customer base. "
Synaptics
financed the transaction with the proceeds from a new
7-year
$600 million senior secured term loan issued under its existing credit facility, having an initial interest rate of LIBOR + 2.25% and subject
to a
25-basis-point
margin step-down based on total gross leverage.
Business Outlook Update
As previously announced, Synaptics expects the acquisition to be immediately accretive to its
non-GAAP
EPS. Synaptics
is updating its guidance for the second quarter of fiscal 2022 to include DSP Group's contribution and now expects:
Prior Guidance
Updated Guidance
Revenue
$390M to $420M
$410M to $430M
Non-GAAP
Gross Margin
58.5 percent to 59.5 percent
58.5 percent to 59.5 percent*
Non-GAAP
Operating Expense
$90M to $93M
$96M to $98M*
Non-GAAP
EPS†
$2.90 to $3.20
$3.00 to $3.20*
†
Estimated 41 million fully diluted shares.
*
Our prior guidance, on both a GAAP and
non-GAAP
basis, did not reflect
the potential impact of the DSP Group acquisition, which had not been completed as of the date the prior guidance was given. The company has not provided the most directly comparable GAAP measures in its updated guidance and is unable to give a GAAP
reconciliation of this guidance because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount or timing of certain charges that are adjusted when calculating the above
non-GAAP
financial metrics, including without limitation those related to purchase accounting adjustments, restructuring charges, and other charges in connection with the DSP Group acquisition. These
adjustments are uncertain, depend on various factors that are beyond our control, and could have a material impact on, in each case, the most directly comparable GAAP financial measure. For a reconciliation of our prior guidance to the most directly
comparable GAAP measures, please see the information contained under the headings "Business Outlook" in the press release dated November 4, 2021, posted in the investor relations section of the company's website at
http://investor.synaptics.com.
About Synaptics Incorporated:
Synaptics (Nasdaq:
SYNA
) is changing the way humans engage with connected devices and data, engineering exceptional experiences throughout the home, at
work, in the car, and on the go. Synaptics is the partner of choice for the world's most innovative intelligent system providers who are integrating multiple experiential technologies into platforms that make our digital lives more productive,
insightful, secure, and enjoyable. These customers combine Synaptics' differentiated technologies in touch, display, and biometrics with a new generation of advanced connectivity and
AI-enhanced
video,
vision, audio, speech, and security processing. Follow Synaptics on
LinkedIn
,
Twitter
, and
Facebook
, or visit
www.synaptics.com
.
Synaptics and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries. All other marks are the property of their respective
owners.
Use of
Non-GAAP
Financial Information
In evaluating its business, Synaptics considers and uses
Non-GAAP
Net Income, including on a
per-share
basis as
Non-GAAP
EPS, and components of
Non-GAAP
Net Income, such as
Non-GAAP
Gross
Margin and
Non-GAAP
Operating Expenses. We define
Non-GAAP
Net Income as net income excluding share-based compensation, acquisition-related costs, and certain other
non-cash
or recurring and
non-recurring
items the company does not believe are indicative of its core operating performance as a supplemental measure of operating performance,
including amortization of prepaid development costs, restructuring costs,
non-cash
amortization of debt discount and issuance costs, loss on extinguishment of debt, equity investment loss and
non-GAAP
tax adjustments.
Non-GAAP
Net Income is not a measurement of the company's financial performance under GAAP and should not be considered an alternative to GAAP
net income. The company presents
Non-GAAP
Net Income and its components because it considers them important supplemental measures of its performance since they facilitate operating performance comparisons from
period to period by eliminating potential differences in net income caused by the existence and timing of share-based compensation charges, acquisition-related costs, and certain other
non-cash
or recurring
and
non-recurring
items.
Non-GAAP
Net Income has limitations as an analytical tool and should not be considered in isolation or as a substitute for the company's
GAAP net income. The principal limitations of this measure are
that it does not reflect the company's actual expenses and may thus have the effect of inflating its net income and net income per share as compared to its operating results reported under
GAAP. For a more detailed discussion of these adjustments, please see the information contained under the heading "Use of
Non-GAAP
Financial Information" in the press release dated November 4,
2021, posted in the investor relations section of Synaptics website at http://investor.synaptics.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business, including our
expectations regarding the potential impacts on our business of
the COVID-19 pandemic,
and can be identified by the fact that they do not relate strictly to historical or current facts. Such
forward-looking statements may include words such as "expect", "anticipate", "intend", "believe", "estimate", "plan", "target", "strategy", "continue,"
"may", "will", "should", variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and
business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risk that our business, results of operations, and financial condition and prospects may be
materially and adversely affected by
the COVID-19 pandemic
and that significant uncertainties remain related to the impact
of COVID-19 on
our
business operations and future results, including our second quarter fiscal 2022 business outlook; global supply chain disruptions and component shortages that are currently affecting the semiconductor industry as a whole; the risks as identified in
the "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our most recent Annual Report on
Form 10-K and
our most recent Quarterly Report on
Form 10-Q (including
that the impact of
the COVID-19 pandemic
may also exacerbate the risks discussed therein); and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements
are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations or any change in events, conditions, or circumstances on which
any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements.
Investor Contact:
Munjal Shah
Head of Investor Relations
+1-408-518-7639
munjal.shah@synaptics.com
Media Contact:
Sarah Siripoke
+1-408-656-2020
sarah.siripoke@synaptics.com
***

text: Synaptics

text: DSP Group

text: Synaptics Incorporated

text: DSP Group

text: DSP Group

text: Michael Hurlston

text: Synaptics

text:
DSP
Group

text: DSP Group

text: Synaptics

text: Synaptics

text: Synaptics

text: DSP Group

text: DSP Group

text: DSP Group

text: Synaptics Incorporated

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics

text: Synaptics


text:
EX-99.2
3
ufgproformafinancialex992.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
UNITED FIRE GROUP, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements of United Fire Group, Inc. (the "Company") are presented to reflect the effect of United Fire & Casualty Company's ("United Fire"), a subsidiary of the Company, sale of its subsidiary, United Life Insurance Company ("United Life") on March 30, 2018 (the "Disposition") as described in Item 1.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2017. The unaudited pro forma financial statements should be read in conjunction with the Company's consolidated financial statements and notes contained in the Company's 2017 Annual Report on Form 10-K, filed on February 28, 2018.
The unaudited pro forma Consolidated Balance Sheets as of December 31, 2017 are based on the previously reported statements of the Company as of December 31, 2017 after including the impact of the Disposition as if it had occurred on December 31, 2017. The unaudited pro forma Consolidated Statements of Income for the year ended December 31, 2017 are based on the historical financial statements of the Company after including the impact of the Disposition as if it had occurred on January 1, 2017.
The unaudited pro forma consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
The unaudited pro forma consolidated financial statements are provided for informational purposes only and do not represent the actual results of operations or the financial position of the Company, nor is it indicative of the Company's future operating results or financial position. The pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company's management believes to be reasonable.
The estimated after-tax gain calculated in accordance with accounting principles generally accepted in the United States of America as if the Disposition had occurred on December 31, 2017 is $4.5 million. This estimated after-tax gain is subject to finalization of accounts as of March 30, 2018 and any post-closing adjustments.
The Company will provide services to United Life through a transition services agreement ("TSA"). The TSA will be put in place to ensure a seamless transfer of the business. The TSA includes, among other services, accounting management, human resources, legal and information technology services, from the closing date for up to 24 months thereafter and therefore the Company is unable to estimate amounts under the TSA and has not included these amounts in the unaudited pro forma consolidated financial statements.
United Fire Group, Inc.
Pro Forma Consolidated Balance Sheets (Unaudited)
As of December 31, 2017
(In Thousands)
As reported
Adjustments
Proforma
Assets
Investments
Fixed maturities
Held-to-maturity, at amortized cost (fair value $150)
$
150
$
-
$
150
Available-for-sale, at fair value (amortized cost $1,516,610)
1,535,070
-
1,535,070
Trading securities, at fair value (amortized cost $14,582)
16,842
-
16,842
Equity securities
Available-for-sale, at fair value (cost $57,387)
280,913
-
280,913
Trading securities, at fair value (cost $5,888)
6,431
-
6,431
Other long-term investments
49,352
-
49,352
Short-term investments
175
-
175
1,888,933
-
1,888,933
Cash and cash equivalents
95,562
269,000
(a)
364,562
Accrued investment income
13,841
-
13,841
Premiums receivable (net of allowance for doubtful accounts of $1,255)
328,513
-
328,513
Deferred policy acquisition costs
88,102
-
88,102
Property and equipment (primarily land and buildings, at cost, less accumulated depreciation of $51,603)
68,992
-
68,992
Reinsurance receivables and recoverables
63,194
-
63,194
Prepaid reinsurance premiums
3,749
-
3,749
Income taxes receivable
6,031
-
6,031
Goodwill and net intangible assets
23,971
-
23,971
Other assets
16,409
-
16,409
Assets held for sale
1,586,134
(1,586,134
)
(b)
-
Total assets
$
4,183,431
$
(1,317,134
)
$
2,866,297
Liabilities and stockholders' equity
Liabilities
Losses and loss settlement expenses
$
1,224,183
$
-
$
1,224,183
Unearned premiums
465,391
-
465,391
Accrued expenses and other liabilities
167,396
4,103
(c)
171,499
Deferred income taxes
5,953
21,400
(e)
27,353
Liabilities held for sale
1,347,135
(1,347,135
)
(b)
-
Total liabilities
$
3,210,058
$
(1,321,632
)
$
1,888,426
Total stockholders' equity
$
973,373
$
4,498
(d)
$
977,871
Total liabilities and stockholders' equity
$
4,183,431
$
(1,317,134
)
$
2,866,297
(a) Represents estimated net sales proceeds of $280 million in cash less various estimated transaction fees and closing costs.
(b) Represents the elimination of the assets and liabilities associated with the Disposition.
(c) Represents United Fire's assumption of the United Life's postretirement and pension benefit liability.
(d) Represents the estimated gain realized, net of estimated taxes, on the Disposition had the transaction closed on December 31, 2017. This estimated gain is subject to finalization of accounts as of March 30, 2018 and any post-closing adjustments. This estimated gain is not included in the adjustments in the unaudited pro forma consolidated income statement as this amount will be included in the consolidated income statement of the Company within the next calendar year following the Disposition.
(e) Estimated taxes on the gain on the sale of United Life.
United Fire Group, Inc.
Pro Forma Consolidated Statements of Income (Unaudited)
For the Year Ended December 31, 2017
(In Thousands, Except Share Data)
As reported
Adjustments
Proforma
Revenues
Net premiums earned
$
997,492
$
-
$
997,492
Investment income, net of investment expenses
51,190
-
51,190
Net realized investment gains
4,055
-
4,055
Total revenues
$
1,052,737
$
-
$
1,052,737
Benefits, losses and expenses
Losses and loss settlement expenses
$
725,713
$
-
$
725,713
Amortization of deferred policy acquisition costs
207,746
-
207,746
Other underwriting expenses
103,628
-
103,628
Total benefits, losses and expenses
$
1,037,087
$
-
$
1,037,087
Income from continuing operations before income taxes
$
15,650
$
-
$
15,650
Federal income tax benefit
(29,220
)
-
(29,220
)
Net income from continuing operations
$
44,870
$
-
$
44,870
Income from discontinued operations, net of taxes
6,153
(6,153
)
(a)
-
Net income
$
51,023
(6,153
)
44,870
Weighted average common shares outstanding
25,103,720
-
25,103,720
Earnings per common share:
Basic
$
2.03
$
(0.24
)
$
1.79
Diluted
1.99
(0.24
)
1.75
(a) Represents the net income of United Life during 2017.

text: UNITED FIRE GROUP, INC.

text: United Fire Group, Inc.

text: United Fire & Casualty Company

text: United Life Insurance Company

text: United Fire Group, Inc.

text: United Fire Group, Inc.


text:
EX-99.1
2
exhibit99pnt1may112.htm
EXHIBIT 99.1
exhibit99pnt1may112.htm
Exhibit 99.1
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8800
Contact: Roland O. Burns
Sr. Vice President and Chief Financial Officer
Web Site: www.comstockresources.com
NEWS
RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. COMPLETES
OIL AND GAS PROPERTY DIVESTITURES
FRISCO, TEXAS, May 1, 2012
- Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced that it had completed the previously announced divestiture of certain oil and gas properties located in Tyler and Polk counties in South Texas and Lincoln Parish in North Louisiana.
The net proceeds realized from these divestitures after purchase price adjustments and selling costs are approximately $123.0 million and are being used to pay down outstanding borrowings under the Company's bank credit facility and for general corporate purposes.
"Successful completion of these asset sales is part of our 2012 strategy to grow our oil production and reserves through exploration and development of unconventional shale formations, while maximizing the value of our conventional oil and gas properties and protecting our balance sheet in this period of very weak natural gas prices", commented M. Jay Allison, Comstock's Chief Executive Officer.
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.
Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.

text: COMSTOCK RESOURCES, INC.

text: Comstock Resources, Inc.

text: Comstock Resources, Inc.


text:
EX-99.1
3
a11-4986_1ex99d1.htm
EX-99.1
Exhibit 99.1
Convio Acquires Analytics and Data Intelligence Firm StrategicOne
Addition of Data Intelligence Services Strengthens Enterprise Offering
Austin, January 31, 2011 - Convio, Inc. (NASDAQ: CNVO), announced today it has acquired StrategicOne, a leading provider of analytics, predictive modeling and database marketing services. By adding StrategicOne's capabilities to Convio's market leading software and service offerings, nonprofits can improve marketing and fundraising results by building stronger relationships with constituents and prospects. StrategicOne services help nonprofits discover, analyze and act on information to more effectively attract new constituents, retain existing ones, reactivate lapsed supporters and steward relationships to higher levels of engagement.
"Enterprise-size nonprofits need solutions that help them apply analytical intelligence to their constituent data to more successfully leverage relationships across channels and across the organization", said Gene Austin, Chairman and CEO of Convio. "The experience and expertise of the StrategicOne team combined with our increased investment in enterprise constituent engagement solutions, further strengthens Convio's position in helping large nonprofits maximize results".
"The StrategicOne portfolio of services are designed to increase an organizations fundraising and other engagement results by maximizing the lifetime value of each relationship", added Austin. "These services provide nonprofits with a better understanding of their constituents and prospects which allows them to develop campaigns across channels that more efficiently and effectively engage people to drive fundraising results, volunteerism, advocacy and other forms of engagement".
StrategicOne, headquartered in Overland Park, KS, was founded in 1997 with the mission to assist clients with predictive and actionable intelligence to improve constituent acquisition, retention and lifetime value across all channels.
"Convio is at the forefront in integrating online and traditional channels with social, mobile and other emerging technologies", said Michael Rogers, president and chief executive officer for StrategicOne. "We are proud to be joining a company that recognizes evolving market dynamics and is leading the way in helping nonprofits address those changes with innovative technology and services that help deliver fundraising results".
Under the terms of the agreement, Convio will pay approximately $5 million in cash and may also pay $1 million in cash based on successful achievement of performance targets payable over three years. Total revenue for StrategicOne was approximately $2 million in 2010. Convio expects the impact of the acquisition to be neutral to non-GAAP earnings per share on a full-year basis in 2011. The Company will provide additional financial detail regarding the transaction on its regularly scheduled fourth quarter earnings call, to be held February 3, 2011.
About Convio
Convio is a leading provider of on-demand constituent engagement solutions that enable nonprofit organizations to more effectively raise funds, advocate for change and cultivate relationships with donors, activists, volunteers, alumni and other constituents.
For more information, please visit www.convio.com
Forward Looking Statements
This press release contains certain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 about Convio, Inc. ("Convio"), StrategicOne, LLC ("StrategicOne") and the combined company after completion of the transaction. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These statements include, but are not limited to, statements related to the opportunity presented by the acquisition, the needs of nonprofit clients and the addressability thereof by Convio and StrategicOne, the integration of the products and services to be delivered to nonprofit clients by the combined company and the fundraising and other benefits thereof, the financial results of StrategicOne and the impact thereof on the financial results of Convio.These statements reflect management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to: the unprecedented volatility in the global economy; the risk that the future business operations of Convio and/or StrategicOne will not be successful; the risk that Convio will not realize all of the anticipated benefits from its acquisition of StrategicOne; the risk that there will be disruptions following the acquisition in client acquisition and retention; the risk that unexpected costs in the integration and operation of the combined company will be incurred; the risk of litigation related to the acquisition or the operations of the combined company and the outcome thereof; the detrimental actions of competitors; adverse changes and developments affecting our industry; quarterly or cyclical variations in financial results; the risk that Convio is not able to protect its intellectual property rights; risks related to the combined company's reliance on third parties for products and provision of services; and other factors that are set forth in the "Risk Factors" section and other sections of our registration statement and periodic reports filed with the Securities and Exchange Commission. Convio assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
###
Media Contact:
Tad Druart, tdruart@convio.com, 512-652-7826
Investor Contact:
Linda Rothemund, IR@convio.com, 415-652-3236

text: Convio

text: StrategicOne

text: Convio, Inc.

text: StrategicOne

text: StrategicOne

text: Convio

text: StrategicOne

text: Gene Austin

text: Convio

text: StrategicOne

text: Convio

text: StrategicOne

text: StrategicOne

text: Convio

text: Michael Rogers

text: StrategicOne

text: Convio

text: StrategicOne

text: Convio

text: Convio

text: Convio

text: Convio, Inc.

text: Convio

text: StrategicOne

text: StrategicOne

text: Convio

text: StrategicOne

text: StrategicOne

text: Convio

text: StrategicOne

text: Convio

text: StrategicOne

text: Convio

text: Convio


text:
EX-99.1
2
tm2021120d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Novavax Expands Large-Scale Global Manufacturing
Capacity
Novavax acquires Praha Vaccines
in Czech Republic
Annual operating capacity of
over 1 billion doses of COVID-19 vaccine antigen
GAITHERSBURG,
Md., May 27, 2020
(GLOBE NEWSWIRE) -- Novavax, Inc. (NASDAQ: NVAX), a late-stage biotechnology company developing next-generation
vaccines for serious infectious diseases, today announced the acquisition of Praha Vaccines a.s., part of the Cyrus Poonawalla
Group, in an all cash transaction of approximately $167 million. The acquisition includes a biologics manufacturing facility and
associated assets in Bohumil, Czech Republic. The facility is expected to provide an annual capacity of over 1 billion doses of
antigen starting in 2021 for NVX-CoV2373, Novavax' COVID-19 vaccine candidate. NVX-CoV2373 consists of a stable, prefusion
protein antigen made using its proprietary nanoparticle technology and includes Novavax' proprietary Matrix-M™ adjuvant.
"Manufacturing
capacity is a critical component of our strategy to deliver a vaccine for the COVID-19 pandemic", said Stanley C. Erck, President
and Chief Executive Officer of Novavax. "This acquisition provides the vital assets required to produce more than 1 billion
doses per year. In parallel with ramping up production at Bohumil, we will continue efforts to expand antigen capacity in the U.S.
and Asia, and increase production of Matrix-M to match antigen capacity at multiple sites globally".
The acquisition
includes a 150,000-square foot state of the art vaccine and biologics manufacturing facility and other support buildings, along
with the existing employees and all related and required infrastructure. The facility is completing a renovation that includes
Biosafety Level-3 (BSL-3) capabilities. As part of the transaction, approximately 150 employees with significant experience in
vaccine manufacturing and support have joined Novavax.
The acquisition
of Praha Vaccines is supported by Novavax' funding arrangement with the Coalition for Epidemic Preparedness Innovations (CEPI),
enabling Novavax to dramatically expand its manufacturing capacity. Novavax will work collaboratively with the Serum Institute
of India (SII), part of the Cyrus Poonawalla Group, to increase production levels at the Bohumil facility by the end of 2020.
"We believe
Novavax and Praha reflect the ideal complement of capabilities and expertise to advance innovative vaccines that are vitally needed
at this critical time", said Cyrus Poonawalla, Chairman and Founder of the Cyrus Poonawalla Group. "We are confident
that the technologies and employees are in good hands and look forward to continuing our collaborations with Novavax".
About Cyrus Poonawalla Group
Cyrus
Poonawalla Group is the parent company of Serum Institute of India Pvt. Ltd., (SII), founded in 1966 by Dr. Cyrus Poonawalla with
the aim of manufacturing life-saving immuno-biologicals. SII is the flagship company of the group based in India and is now the
world's largest vaccine manufacturer by number of doses produced and sold globally (more than 1.3 billion doses per annum), which
include Polio vaccine as well as Diphtheria, Tetanus, Pertussis, Hib, Pentavalent, BCG, r-Hepatitis B, Measles, Mumps and Rubella,
and Rotavirus vaccines. It is estimated that approximately 65 percent of children globally receive at least one vaccine manufactured
by Serum Institute. Vaccines manufactured by the Serum Institute are accredited by the World Health Organization, Geneva and are
being used in around 170 countries across the globe in their national immunization programs, saving millions of lives throughout
the world
.
In March 2020,
SII and Novavax announced a commercial license agreement for the use of Novavax' proprietary Matrix-M™ vaccine adjuvant
with SII's malaria vaccine candidate, currently in a Phase 2b clinical trial.
About NVX-CoV2373
NVX-CoV2373
is a vaccine candidate engineered from the genetic sequence of SARS-CoV-2, the virus that causes COVID-19 disease. NVX-CoV2373
was created using Novavax' recombinant nanoparticle technology to generate antigen derived from the coronavirus spike (S)
protein and contains Novavax' patented saponin-based Matrix-M™ adjuvant to enhance the immune response and stimulate
high levels of neutralizing antibodies. In preclinical trials, NVX-CoV2373 demonstrated efficient binding with receptors targeted
by the virus, a critical aspect for effective vaccine protection. A Phase 1 clinical trial of NVX-CoV2373 initiated in May 2020,
with preliminary immunogenicity and safety results expected in July 2020. The Coalition for Epidemic Preparedness Innovations (CEPI)
is investing up to $388 million of funding to advance clinical development of NVX-CoV2373.
About Matrix-M™
Novavax'
patented saponin-based Matrix-M™ adjuvant has demonstrated a potent and well-tolerated effect by stimulating the entry of
antigen-presenting cells into the injection site and enhancing antigen presentation in local lymph nodes, boosting immune response.
About Novavax
Novavax, Inc. (Nasdaq:NVAX) is a late-stage
biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative
vaccines to prevent serious infectious diseases. Novavax recently initiated development of NVX-CoV2373, its vaccine candidate against
SARS-CoV-2, the virus that causes COVID-19, with Phase 1 clinical trial results expected in July of 2020. NanoFlu™, its quadrivalent
influenza nanoparticle vaccine, met all primary objectives in its pivotal Phase 3 clinical trial in older adults. Both vaccine
candidates incorporate Novavax' proprietary saponin-based Matrix-M™ adjuvant in order to enhance the immune response
and stimulate high levels of neutralizing antibodies. Novavax is a leading innovator of recombinant vaccines; its proprietary recombinant
technology platform combines the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles
in order to address urgent global health needs.
For more information, visit
www.novavax.com
and connect with us on
Twitter
and
LinkedIn
.
Forward-Looking
Statements
Statements
herein relating to the future of Novavax and the ongoing development of its vaccine and adjuvant products, including statements
regarding the manufacturing of vaccine antigen dose amounts and timing, are forward-looking statements. Novavax cautions that
these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially
from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading "Risk
Factors" in the Novavax Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and
Exchange Commission (SEC) and updated by any Quarterly Report on Form 10-Q, particularly the risks inherent to developing novel
vaccines. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release.
You are encouraged to read our filings with the SEC, available at
sec.gov
, for a discussion
of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of
this document, and we undertake no obligation to update or revise any of the statements. Our business is subject to substantial
risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration
to these risks and uncertainties.
Contacts:
Investors
Novavax, Inc.
Erika Trahan
ir@novavax.com
240-268-2022
Westwicke
John Woolford
john.woolford@westwicke.com
443-213-0506
Media
Brandzone/KOGS Communication
Edna Kaplan
kaplan@kogspr.com
617-974-8659

text: Novavax

text: Novavax

text: Praha Vaccines

text: Novavax, Inc.

text: Praha Vaccines a.s.

text: Novavax

text: Novavax

text: Stanley C. Erck

text: Novavax

text: Novavax

text: Praha Vaccines

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax, Inc.

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax

text: Novavax, Inc.


text:
EX-99.1
2
exhibit991-cabinetrypr.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
MASCO CORPORATION ANNOUNCES COMPLETION OF
THE SALE OF MASCO CABINETRY
LIVONIA, Mich. (February 18, 2020) - Masco Corporation (NYSE: MAS), one of the world's leading manufacturers of branded home improvement and building products, announced today the completion of the sale of Masco Cabinetry to ACProducts, Inc. for $850 million in cash at closing and preferred stock issued by a holding company of the buyer with a liquidation preference of $150 million.
About Masco
Headquartered in Livonia, Michigan, Masco Corporation is a global leader in the design, manufacture and distribution of branded home improvement and building products. Our portfolio of industry-leading brands includes Behr® paint; Delta® and Hansgrohe® faucets, bath and shower fixtures; Kichler® decorative and outdoor lighting; and HotSpring® spas. We leverage our powerful brands across product categories, sales channels and geographies to create value for our customers and shareholders. For more information about Masco Corporation, visit www.masco.com.
Investor Contact
David Chaika
Vice President, Treasurer and Investor Relations
313.792.5500
david_chaika@mascohq.com
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text: David Chaika