text:
EX-99.1
2
d89117dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Surgalign Holdings, Inc. Announces Completion of Acquisition of Holo Surgical Inc. and its ARAI Digital Surgery Platform Acquisition
Delivers on Commitment to the Promise of Digital Surgery to Improve Patient Outcomes Deerfield, Ill., Oct 23, 2020 - Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery including through
the application of digital technologies to improve patient outcomes, today announces the completion of the acquisition of Holo Surgical Inc., ('Holosurgical'), a Chicago-based private technology company developing the revolutionary
Augmented Reality and Artificial Intelligence platform ('ARAI™'). "The completion of the Holosurgical acquisition brings an innovative surgical platform and world-class team into our organization, enabling us to advance the
standard of care by reimagining what is possible through integrated intelligent technology", said Terry Rich, President and Chief Executive Officer of Surgalign Holdings. "This acquisition is the first step in accelerating our
transformation into a leading digital surgical company in spine. In conjunction with the closing of the transaction, we are pleased to announce that virtual and augmented reality expert Prof. Christian Luciano, PhD has joined the Company as leader
of our digital R&D initiatives, and spine surgeon Dr. Kris Siemionow, MD, PhD has joined the Company as Chief Medical Officer. In this role, Dr. Siemionow will continue to lead the development of the ARAI platform as well as drive
innovation across the portfolio." Transaction Overview Under the terms of the agreement, at the close of the transaction, Surgalign paid $30 million in cash and issued 6.25 million shares of Surgalign common stock which were valued at
approximately $12 million, based on the volume-weighted average trading price of Surgalign's shares of common stock during the five trading days ended September 25, 2020. In addition, further consideration valued at up to
$83 million may be paid in stock and cash upon achievement of certain regulatory, developmental, and commercial milestones. The closing cash payment was funded through existing cash on the balance sheet. About Surgalign Holdings, Inc. Surgalign
Holdings, Inc. is a global medical technology company advancing the science of spine care, focused on delivering innovative solutions that drive superior clinical and economic outcomes. The company is building off a legacy of high quality and
differentiated
products and continues to invest in clinically validated innovation to deliver better surgical outcomes and improve patient's
lives. Surgalign markets products throughout the United States and in more than 50 countries worldwide through an expanding network of top independent distributors. Surgalign, a member of AdvaMed, is headquartered in Deerfield, IL, with commercial,
innovation and design centers in San Diego, CA, Marquette, MI, and Wurmlingen, Germany. Learn more at www.surgalign.com and connect on LinkedIn and Twitter. Forward Looking Statements This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations, estimates and projections about our industry, our management's beliefs and certain
assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions
are intended to identify such forward-looking statements. The forward-looking statements are not guarantees of future performance and are based on certain assumptions including general economic conditions, as well as those within the Company's
industry, and numerous other factors and risks identified in the Company's Form
10-K
for the fiscal year ended December 31, 2019 and other filings with the SEC. Our actual results may differ
materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks
and uncertainties relating to the following: (i) the risk of existing or potential litigation or regulatory action arising from the previously announced SEC and internal investigations and their findings; (ii) the identification of control
deficiencies, including material weaknesses in internal control over financial reporting and the impact of the same; (iii) potential reputational damage that the Company has or may suffer as a result of the findings of the investigations;
(iv) general worldwide economic conditions and related uncertainties; (v) the anticipated impact of the
COVID-19
novel coronavirus pandemic and the Company's attempts at mitigation;
(vi) the failure by the Company to identify, develop and successfully implement immediate action plans and longer-term strategic initiatives; (vii) the reliability of our supply chain; (viii) our ability to meet obligations under our
material agreements; (ix) the duration of decreased demand for our products; (x) whether or when the demand for procedures involving our products will increase; (xi) the Company's access to adequate operating cash flow, trade
credit, borrowed funds and equity capital to fund its operations and pay its obligations as they become due, and the terms on which external financing may be available, including the impact of adverse trends or disruption in the global credit and
equity markets; (xii) our financial position and results, total revenue,
product revenue, gross margin, and operations; (xiii) failure to realize, or unexpected costs in seeking to realize, the expected
benefits of the acquisition, including the failure of Holosurgical's products and services to be satisfactorily developed or achieve applicable regulatory approvals or as a result of the failure to commercialize and distribute
Holosurgical's products; (xiv) the failure to effectively integrate Holosurgical's operations with those of the Company; (xv) the failure to retain key personnel of Holosurgical; (xvi) the number of shares and amount of cash
that will be required in connection with any post-closing milestone payments, including as a result of changes in the trading price of the Company's common stock and their effect on the amount of cash needed by the Company to fund any
post-closing milestone payments in connection with the acquisition; (xvii) the effect of the transaction on relationships with customers, suppliers and other third parties; (xviii) the diversion of management time and attention on the
transaction and subsequent integration; (xix) the effect and timing of changes in laws or in governmental regulations; (xx) risks resulting from the Company's reduced cash levels as a result of the recent redemption of Series A
Convertible Preferred Stock; and (xi) other risks described in our public filings with the SEC. These factors should be considered carefully, and undue reliance should not be placed on the forward-looking statements. Each forward-looking
statement in this communication speaks only as of the date of the particular statement. Copies of the Company's SEC filings may be obtained by contacting the Company or the SEC or by visiting Surgalign's website at www.surgalign.com or the
SEC's website at www.sec.gov. We undertake no obligation to update these forward-looking statements except as may be required by law. Jonathon Singer Investor and Media Contact jsinger@surgalign.com +1 224 303 4651

text: Surgalign Holdings, Inc.

text: Holo Surgical Inc.

text: Surgalign Holdings, Inc.

text: Holo Surgical Inc.

text: Holosurgical

text: Holosurgical

text: Terry Rich

text: Kris Siemionow

text: Surgalign Holdings, Inc.

text:
Surgalign
Holdings, Inc.

text: Holosurgical

text: Holosurgical

text: Holosurgical

text: Holosurgical


dataset: buster

text:
EX-99.1
2
a13-24642_1ex99d1.htm
EX-99.1
Exhibit 99.1
SFX ENTERTAINMENT ACQUIRES I-MOTION, GERMANY'S LARGEST ELECTRONIC MUSIC PROMOTER
Nature One, Mayday and Ruhr-in-Love brands
join SFX event & festival portfolio
NEW YORK - (November 19, 2013)
-
SFX Entertainment, Inc. (NASDAQ: SFXE),
the world's largest producer of live events and entertainment content focused primarily on electronic music culture (EMC), announced today that it has acquired
i-Motion
GMBH
, the leading electronic music promoter in Germany. The acquisition brings some of Europe's leading electronic music brands into the SFX family and provides a foothold for SFX not only in Germany, but also in Poland and Belarus.
Based near Koblenz, i-Motion was founded in 1994 and has been at the center of the growth of electronic music in Europe's biggest territory. Among the brands joining the SFX portfolio are: Nature One, founded in 1995 and one of Europe's longest running festivals, the event sells more than 100,000 tickets a year; Mayday, the first major event in the history of electronic music, which was established in 1991 and currently operates in Germany, Poland and Belarus; and Ruhr-in-Love, the outdoor festival for the "electronic music family", which celebrated its 10th anniversary in 2013, while providing 38 imaginatively designed stages and dance floors on grass lawns, attracting 46,000 visitors.
"i-Motion is a key strategic acquisition for us, as it sits at the helm of dance music in Europe's biggest country and is a portal to the fast-growing EMC markets of Continental Europe", said
Robert F.X. Sillerman, Chairman and CEO, SFX Entertainment.
"It gives us an incredible base with Nature One, Mayday and Ruhr-in-Love and affords us a promoter-platform to build other SFX brands throughout the entire European continent. Oliver Vordemvenne and his team have contributed deeply to the overall growth of electronic music over the last two decades and we are proud to have them as part of the SFX family".
Oliver Vordemvenne, CEO of i-Motion GMBH
, commented, "We are excited to join forces with SFX. It is rewarding to see the electronic music scene develop as it has. After almost 20 years as a part of the scene, it is the logical next step and is a great opportunity for our company. The electronic music culture has always been ahead of the curve, and to combine it with the digital world is a smart move into the future".
In addition SFX, which commenced trading on the Nasdaq Global Select Market on October 9, will file its earnings on Friday, November 22, and has scheduled a conference call for 10 AM on that date.
About SFX Entertainment
SFX Entertainment, Inc. is the largest global producer of live events and digital entertainment content focused primarily on electronic music culture ("EMC"). SFX's mission is to enable EMC by providing fans with the best possible live experiences, music discovery and digital connectivity with our content and
the broader EMC community. SFX was borne out of the technology revolution, as the music industry evolved into DJ- and producer-led creations driven by social and digital consumer media. SFX produces and promotes a growing portfolio of live events that includes leading brands such as Tomorrowland, TomorrowWorld, Mysteryland, Sensation, Stereosonic, Electric Zoo, Disco Donnie Presents and Life in Color. SFX also operates Beatport, the principal online resource for EMC DJs and a trusted destination for the growing EMC community to discover and stream music, follow DJs and keep abreast of news, information and events.
About i-Motion
The Koblenz-based i-Motion has been in existence since 1994 and is the German market leader for live events in the dance and electronic music segment, and has reach in Poland, Hungary, Russia, Estonia and other European markets. With Nature One, i-Motion has established one of the most successful music festivals in Germany. With Ruhr-in-Love, it has implemented a totally new festival concept. i-Motion also operates Mayday, the largest indoor dance event in Germany. Other events in Germany include, Syndicate, WinterWorld, Toxicator, electric city and RadioNation
Forward Looking Statements
This press release contains forward-looking statements regarding our business strategy and plans, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: our ability to close the acquisition of our planned acquisition targets; our ability to integrate the companies we have acquired and plan to acquire in the future; our belief that the EMC community will grow; our ability to increase the number of festivals and events we produce and their attendance; our ability to pay our debts and meet our liquidity needs; competition; our ability to manage growth and geographically-dispersed operations; and our ability to grow our online properties. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption "Risk Factors" in our final prospectus filed with the SEC on October 10, 2013, which is available on our Investor Relations website at www.sfxii.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.
###
Media Contact for SFX Entertainment:
DKC Public Relations
Ed Tagliaferri 212 981 5182
edmund_tagliaferri@dkcnews.com

label: organization

text: SFX ENTERTAINMENT

text: I-MOTION

text: SFX Entertainment, Inc.

text:
i-Motion
GMBH

text: i-Motion

text: i-Motion

text: SFX Entertainment

label: person

text: Oliver Vordemvenne

text: Oliver Vordemvenne

text: i-Motion GMBH

text: SFX Entertainment

text: SFX Entertainment, Inc.

text: i-Motion

text: i-Motion

text: i-Motion

text: i-Motion

text: SFX Entertainment

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145 USA
FOR RELEASE:
CONTACT:
Immediately
James R. Jaye
Director, Communications & Investor Relations
440.414.5639
Jim.Jaye@nordson.com
Nordson Corporation Completes Acquisition of Value Plastics, Inc.;
Announces Webcast to Discuss Transaction
Westlake, Ohio, USA - September 1, 2011 -
Nordson Corporation (Nasdaq: NDSN) today
announced it has completed the acquisition of Value Plastics, Inc., a leading designer and
manufacturer of precision engineered, plastic molded, single-use fluid connection components
used primarily in critical flow control applications for healthcare and medical device markets.
The completion of the transaction follows Nordson's July 20 announcement that it had entered
into an agreement to acquire Value Plastics.
Nordson management will hold a live webcast of its conference call discussing the acquisition
at 8:30 a.m. ET, on Friday, September 2, 2011. The webcast may be accessed on the investor
section of Nordson's website at
www.nordson.com/investors
. Slides that more fully
describe this transaction also will be available on the site prior to the start of the call.
Following the webcast, an archived version of the call will be available until September 16,
2011.
Nordson Corporation is one of the world's leading producers of precision dispensing equipment that
applies adhesives, sealants, coatings and other materials to a broad range of consumer and
industrial products during manufacturing operations. The company also manufactures equipment used
in the testing and inspection of electronic components as well as technology-based systems for
curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has direct
operations and sales support offices in more than 30 countries. For more information on Nordson,
visit
www.nordson.com
or follow us at
www.twitter.com/Nordson Corp
or
www.facebook.com/Nordson
.
# # #

text: Nordson Corporation

text: Nordson Corporation

text: Value Plastics, Inc.

text: Nordson Corporation

text: Value Plastics, Inc.

text: Value Plastics

text: Nordson Corporation


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
CONTACT:
John C. Wobensmith
President and Chief Financial Officer
Baltic Trading Limited
(646) 443-8555
Baltic Trading Limited Takes Delivery of Handysize Vessel
NEW YORK, August 23, 2010 - Baltic Trading Limited (NYSE: BALT), a drybulk company focused on the spot charter market, announced today that it has taken delivery of the Baltic Cove, a 2010-built Handysize vessel. The Baltic Cove is the second of three vessels to be delivered to the Company under Baltic Trading's agreement previously announced on June 9, 2010 to acquire three Handysize vessels from companies within the Metrostar group of companies.
The Company has signed a novation agreement for the vessel's current time charter with Cargill International S.A., for an initial duration of 45.5 to 50.5 months and a minimum expiration of February 2014. The rate for the spot market-related time charter will be based on 115% of the average of the daily rates of the Baltic Handysize Index (BHSI), as reflected in daily reports. Hire will be paid every 15 days in advance net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. Baltic Trading will not be responsible for voyage expenses, including fuel.
About Baltic Trading Limited
Baltic Trading Limited is a drybulk company focused on the spot charter market. Baltic Trading transports iron ore, coal, grain, steel products and other drybulk cargoes along global shipping routes. Baltic Trading currently owns a fleet of seven drybulk vessels, including one Capesize newbuilding, four 2009-built Supramax vessels and two Handysize vessels, with an aggregate carrying capacity of approximately 460,000 dwt. After the expected delivery of a Capesize newbuilding in October 2010 and the remaining Metrostar vessel that Baltic Trading has agreed to acquire, Baltic Trading will own nine drybulk vessels, consisting of two Capesize, four Supramax and three Handysize vessels with a total carrying capacity of approximately 672,000 dwt.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and observations. Included among the important factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this press release are the following: (i) the ability of Baltic Trading to complete its acquisition of its initial fleet of vessels as well as the remaining Handysize vessel; (ii) the completion of definitive documentation with respect to charters; and other factors listed from time to time under "Risk Factors" and other sections of our public filings with the SEC including, without limitation, Baltic Trading's registration statement on Form S-1 and reports on Form 10-Q and 8-K.
###

text: John C. Wobensmith

text: Baltic Trading Limited

text: Baltic Trading Limited

text: Baltic Trading Limited

text: Baltic Cove

text: Baltic Cove

text: Baltic Trading

text: Baltic Trading

text: Baltic Trading Limited

text: Baltic Trading Limited

text: Baltic Trading

text: Baltic Trading

text: Baltic Trading

text: Baltic Trading

text: Baltic Trading

text: Baltic Trading


text:
EX-99.1
2
d198408dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Contacts:
Tor Constantino
QuintilesIMS Media Relations
tor.constantino@quintilesims.com
+1.484.567.6732 (office /
mobile)
Tom Kinsley
QuintilesIMS Investor Relations
tom.kinsley@quintilesims.com
+1.203.448.4691
News
For Immediate Release
Phil Bridges
QuintilesIMS Media Relations
phil.bridges@quintilesims.com
+1.919.998.1653 (office)
+1.919.457.6347 (mobile)
Todd Kasper
QuintilesIMS Investor Relations
todd.kasper@quintilesims.com
+1.919.998.2590
QuintilesIMS: Merger Creates a Leading Global Integrated
Information and Technology-Enabled Healthcare Service Provider
DANBURY, Conn., & RESEARCH TRIANGLE PARK, N.C., October 3, 2016
- Quintiles IMS Holdings, Inc. (NYSE:Q) today announced that it has successfully completed its merger of equals transaction between IMS Health Holdings,
Inc. (NYSE:IMS) and Quintiles Transnational Holdings Inc. The merger of IMS Health, a leading global information and technology services company, and Quintiles, the world's largest provider of product development and integrated healthcare
services, creates a leading information and tech-enabled healthcare service provider with global scale and reach, and a full suite of end-to-end clinical and commercial offerings.
Merger Close Details
Today IMS Health
merged into Quintiles with Quintiles as the surviving company renamed Quintiles IMS Holdings, Inc. and known as QuintilesIMS. Shares of IMS Health were halted from trading today on the NYSE and will no longer be traded. Under the terms of the
merger agreement, at the effective time of the merger, each share of IMS Health was automatically converted into 0.3840 of a share of Quintiles stock.
1
About QuintilesIMS
QuintilesIMS (NYSE:Q) is a leading integrated information and technology-enabled healthcare service provider worldwide, dedicated to helping
its clients improve their clinical, scientific and commercial results. Formed through the merger of Quintiles and IMS Health, QuintilesIMS's approximately 50,000 employees conduct operations in more than 100 countries. Companies seeking to
improve real-world patient outcomes and enhanced clinical trial outsourcing through treatment innovations, care provision and access can leverage QuintilesIMS's broad range of healthcare information, technology and service solutions to drive
new insights and approaches. QuintilesIMS provides solutions that span clinical to commercial bringing clients a unique opportunity to realize the full potential of innovations and advance healthcare outcomes.
As a global leader in protecting individual patient privacy, QuintilesIMS uses healthcare data to deliver critical, real-world disease and
treatment insights. Through a wide variety of privacy-enhancing technologies and safeguards, QuintilesIMS protects individual privacy while managing information to drive healthcare forward. These insights and execution capabilities help
biotech, medical device, and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders in the development and approval of new therapies, identify unmet treatment needs and understand the
safety, effectiveness and value of pharmaceutical products in improving overall health outcomes. To learn more, visit
www.QuintilesIMS.com
.
# # #
2

text: Quintiles

text:
IMS Health Holdings,
Inc.

text: Quintiles Transnational Holdings Inc.

text: IMS Health

text: Quintiles

text: IMS Health

text: Quintiles

text: Quintiles

text: Quintiles

text: IMS Health

text: IMS Health

text: Quintiles

text: Quintiles

text: IMS Health


text:
EX-99.1
4
exh9912018specmeet.htm
EXHIBIT 99.1 PRESS RELEASE
Exhibit
EXHIBIT 99.1
Exactech Announces Completion of Merger with TPG Capital
FOR IMMEDIATE RELEASE
Gainesville, Fla. - February 14, 2018 - Exactech, Inc. (Nasdaq: EXAC), a leading developer and producer of orthopaedic implant devices and surgical instrumentation for extremities and large joints, is pleased to announce the successful completion of the previously announced merger agreement with TPG Capital, pursuant to which TPG has acquired all of the issued and outstanding common stock of Exactech. In connection with the transaction, Exactech shareholders will receive $49.25 in cash for each share of Exactech common stock they hold (other than certain shares held by the Company's founders and certain management shareholders). Pursuant to the previously announced rollover and voting support agreement, the Company's founders, CEO and certain other management shareholders have exchanged a portion of their shares in the transaction, representing approximately 18.8% of the Company's outstanding common stock, for new equity securities in the post-closing ownership of the Company at a valuation equal to or less than $49.25 per share. The total transaction is valued at approximately $737 million.
As a result of the transaction, Exactech's common stock will cease trading on the Nasdaq immediately prior to market open on February 15, 2018, and will no longer be listed on the Nasdaq. Exactech intends to file the relevant form with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting the deregistration of its common stock and the suspension of Exactech's reporting obligations under the Exchange Act.
The closing of the transaction follows the approval of Exactech's shareholders at a special meeting held yesterday and the satisfaction of all closing conditions.
Advisors
Greenberg Traurig, P.A. (Miami) and Greenberg Traurig, LLP (NYC) are acting as Exactech's legal advisor. J.P. Morgan Securities LLC is acting as financial advisor to Exactech. Ropes & Gray LLP is acting as legal advisor to TPG Capital.
About Exactech
Based in Gainesville, Fla., Exactech develops and markets orthopaedic implant devices, related surgical instruments and biologic materials and services to hospitals and physicians. The company manufactures many of its orthopaedic devices at its Gainesville facility. Exactech's orthopaedic products are used in the restoration of bones and joints that have deteriorated as a result of injury or diseases such as arthritis. Exactech markets its products in the United States, in addition to more than 30 markets in Europe, Latin America, Asia and the Pacific. Additional information about Exactech can be found at http://www.exac.com.
About TPG
TPG is a leading global alternative asset firm founded in 1992 with more than $73 billion of assets under management and offices in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San Francisco, Seoul, and Singapore. TPG's investment platforms are across a wide range of asset classes, including private equity, growth venture, real estate, credit, and public equity. TPG aims to
--MORE--
EXACTECH INC.
Page 1 of 2
build dynamic products and options for its investors while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. For more information, visit www.tpg.com.
Media:
Luke Barrett
TPG
media@tpg.com
415-743-1550
Priscilla Bennett
352-377-1140
Priscilla@exac.com
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding Exactech's business combination transaction with TPG Capital, all statements regarding Exactech's expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as "anticipate", "approximate", "believe", "plan", "estimate", "expect", "project", "could", "would", "should", "will", "intend", "may", "potential", "upside", and other similar expressions. All Statements in this press release that are not historical facts, are forward-looking statements that reflect the best judgment of Exactech based upon currently available information.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from Exactech's expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which Exactech is unable to predict or control, that may cause its actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in Exactech's filings with the SEC.
Exactech cautions investors that any forward-looking statements made by it are not guarantees of future performance. Exactech disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
*****
EXACTECH INC.
Page 2 of 2

text: Exactech

label: fund

text: TPG Capital

override: fund

text: Exactech, Inc.

text: TPG Capital

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text:
Advisors
Greenberg Traurig, P.A.

text: Greenberg Traurig, LLP

text: Exactech

text: J.P. Morgan Securities LLC

text: Exactech

text: Ropes & Gray LLP

text: TPG Capital

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: TPG Capital

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech

text: Exactech


text:
EX-99.1
2
v188266_ex99-1.htm
Unassociated Document
Exhibit
99.1
For Release on Tuesday, June
15, 2010 at 7 a.m. EDT
AMRI
Acquires Hyaluron Inc.
AMRI
Expands Integrated Contract Services Platform to include
Sterile
Fill and Finish Capabilities
·
Immediate
entry into high growth prefilled syringe
market
·
Expansion
of customer base for AMRI's existing Discovery/Development/Small Scale and
Large Scale business
·
Acquisition
of patented Bubble Free Filling
TM
Technology
·
Furthers
AMRI strategy to acquire new technologies and expand integrated services
platform
·
Acquisition
accretive to AMRI E.P.S. within first
year
Albany,
NY (June 15, 2010) -- AMRI (NASDAQ: AMRI) today announced the acquisition of
Hyaluron Inc., expanding AMRI's contract manufacturing capabilities to include
cGMP manufacturing and sterile filling of parenteral drugs to the
biopharmaceutical industry. AMRI has acquired all facilities and
equipment as well as a highly trained and experienced staff of professionals
with expertise in sterile GMP manufacturing. Purchase price,
including debt, was approximately $27 million.
Hyaluron
provides high value-added contract manufacturing services in sterile syringe and
vial filling using specialized technologies including lyophilization and
Bubble-Free Filling
TM
, a
unique patented technology developed and owned by Hyaluron. Hyaluron
provides these services for both small molecule drug products as well as
biologicals, from clinical phase to commercial scale.
Hyaluron
is one of a small number of organizations with prefilled syringe capabilities in
the United States. In 2008, the company announced the grant of a
patent for its proprietary process for aseptic online vacuum filling and online
vacuum stoppering of low viscosity liquids in syringes called Bubble-Free
Filling
TM
.
This
acquisition provides AMRI immediate entry into a new and strategically important
product offering. AMRI can now offer customers a fully integrated
manufacturing process for sterile injectable drugs including the development and
manufacture of the active pharmaceutical ingredient (API), the design of the
criteria to formulate the API into an injectable drug product, and the
manufacture of the final drug product.
"AMRI
is excited to announce our entry into the rapidly growing sterile fill
injectables market, including capabilities to formulate and manufacture
protein-containing drug products", said AMRI Chairman and CEO Thomas E. D'Ambra,
Ph.D. "This acquisition immediately expands the synergies we can
offer to our customers, by providing services in preparation of active
ingredients and finished dosage form".
"We
believe that the unique capabilities of both organizations will quickly
assimilate into a larger, fully integrated GMP manufacturing provider of choice
for companies desiring to capitalize on seamless technology transfer and the
related increased efficiency and cost benefits of such a model", continued Dr.
D'Ambra. "It is a pleasure to congratulate the founders and staff of
Hyaluron for building a promising and growing business. We look
forward to welcoming them into the AMRI organization".
Hyaluron
founder and President Shawn Kinney, Ph.D. said, "We look forward to becoming a
vital part of AMRI's full service global organization. Similar to
AMRI, we expect that the synergies between our service offerings will provide a
win for not only AMRI and Hyaluron, but more importantly for customers seeking
the best in value, quality and customer service".
Dr.
Kinney will continue in his role as site leader of the Hyaluron business unit,
which will operate as a subsidiary of AMRI.
Hyaluron
forecasts full year 2010 revenue to be $15 to $17 million, up from $13 million
for the full year 2009.
BroadOak
Partners acted as financial advisor to AMRI.
About
AMRI
Founded
in 1991, Albany Molecular Research, Inc. provides scientific services, products
and technologies focused on improving the quality of life. AMRI works
on drug discovery and development projects and conducts manufacturing of active
ingredients and pharmaceutical intermediates for many of the world's leading
healthcare companies. As an additional value added service to its
customers, the company is also investing in R&D in order to expand its
contract services and to identify novel early stage drug candidates with the
goal to outlicense to a strategic partner. With locations in the
United States, Europe, and Asia, AMRI provides customers with a wide range of
services, technologies and cost models.
About
Hyaluron
Hyaluron
aseptically fills liquid and lyophilized products into syringes, vials, and
custom containers. In addition to traditional formulations, Hyaluron excels in
process development scale up of difficult formulations including: emulsions;
viscous gels; suspensions, liposomes, and proteins.
Forward-looking
Statements
Statements
in this press release that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. These statements may be identified by
forward-looking words such as "may", "could", "should", "would", "will,"
"intend", "expect", "anticipate", "believe" and "continue" or similar words and
include, without limitation, statements by Dr. D'Ambra and Dr. Kinney,
statements concerning the proposed acquisition, the terms and the timing of the
acquisition and statements concerning earnings per share and
costs. Readers should not place undue reliance on our forward-looking
statements. The company's actual results may differ materially from such
forward-looking statements as a result of numerous factors, some of which the
company may not be able to predict and may not be within the company's control.
Factors that could cause such differences include, but are not limited to, the
reaction of customers of the company and Hyaluron to the acquisition; the
company's timing and ability to successfully integrate Hyaluron's operations
(including migration of Hyaluron to the company's systems and controls) and
employees; the introduction of new services by competitors or the entry of new
competitors into the markets for the company's and Hyaluron services; the
failure by the company to retain key employees of Hyaluron; failure to further
develop and successfully market Hyaluron service offerings; failure to achieve
anticipated revenues and earnings; costs related to the acquisition; the
company's ability to attract and retain experienced scientists; trends in
pharmaceutical and biotechnology companies outsourcing of chemical research and
development; the company's ability to enforce its intellectual property and
technology rights; the risks posed by international operations to the company;
and the company's ability to effectively manage its growth, as well as those
factors discussed in the company's Annual Report on Form 10-K for the year ended
December 31, 2009 as filed with the Securities and Exchange Commission on March
12, 2010 and the company's other SEC filings. The company does not undertake any
duty to and does not intend to update any forward-looking statements contained
in this press release after the date of this press release.
-30-
Contacts:
Investors
- Peter Jerome, AMRI Director of Investor Relations, 518-512-2220
Media -
Andrea Schulz, AMRI Director of Corporate Communications,
518-512-2226

text: AMRI

text: Hyaluron Inc.

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: Hyaluron Inc.

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text:
BroadOak
Partners

override: organization

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
FOR FURTHER INFORMATION:
AT THE COMPANY:
AT FINANCIAL RELATIONS BOARD:
Brian J. Roney
Chief Financial Officer
(248) 358-1171
invrelations@npte.com
Leslie Loyet
General Inquiries
(312) 640-6672
lloyet@frbir.com
FOR IMMEDIATE RELEASE
TUESDAY, JULY 3, 2007
NORTH POINTE HOLDINGS CORPORATION COMPLETES CAPITAL CITY HOLDINGS CO., INC. ACQUISITION
Company adds specialty insurance, expands presence in Mid-Atlantic and Southeastern U.S.
SOUTHFIELD, MI - July 3, 2007 - North Pointe Holdings Corporation (Nasdaq: NPTE)
today announced
that it has closed its acquisition of Capital City Holding Company, Inc. The transaction included
the purchase of a property and casualty insurance holding company located in South Carolina, as
well as, Davis-Garvin Holdings, Inc., Capital Excess & Surplus Brokers, Inc., Southeastern Claims
Services, Inc., Safeco Products, Inc. and certain affiliates. The purchase price for the Capital
City entities was $41 million, comprised of approximately $17 million in cash and $24 million in
short-term debt financing.
Capital City Holding Company, Inc. owns Capital City Insurance Company, a South Carolina property
and casualty insurance company that specializes in workers compensation and other commercial
specialty coverages for the forestry industry and other "main street" commercial risks. The
Capital City companies offer property and casualty insurance generally to individuals and small-
to- medium sized businesses in the southeastern United States, and perform insurance agency and
other ancillary services in connection with their insurance activities.
Rated B++ by A.M. Best, Capital City has a network of 130 independent agents, as well as two
affiliates that serve as product distributors. For the fiscal year ended December 31, 2006,
Capital City reported approximately $64 million in gross written premiums, and over $180 million in
total assets.
1
James Petcoff, chairman and chief executive officer of North Pointe, commented, "This is a great
opportunity for us to leverage our strong base and branch out further into the Southeast. While
Capital City adds new product lines, the insured risks and customer characteristics are a good fit
with our current lines. We are excited for this opportunity to add value for our policy holders
and shareholders".
About North Pointe Holdings Corporation
North Pointe Holdings is a property and casualty insurer that markets both specialty commercial and
personal insurance products. With a focus on owner-operated businesses, the company is the
nation's largest insurer of independent bowling centers and the largest insurer of liquor liability
insurance in Michigan.
Safe Harbor Statement
Statements in this release that are "forward-looking statements" are based on current expectations
and assumptions that are subject to risks and uncertainties. Actual results could differ materially
because of factors such as: North Pointe pricing accurately the risks it underwrites; the
establishment of adequate loss and loss adjustment expense reserves; retention and recruiting of
independent agents; failure to pay claims accurately; risks associated with high concentration of
North Pointe's business in certain geographic markets; inability to implement North Pointe's growth
strategies; possible assessments for guaranty funds, other insurance-related assessments and
mandatory reinsurance arrangements and North Pointe's ability to recover such assessments through
future surcharges or other rate changes; the occurrence of severe weather conditions and other
catastrophes; the cyclical and seasonal nature of the industries within which North Pointe
operates; intense competition with other insurance companies; the potential loss of key personnel;
North Pointe's ability to obtain and retain trade association endorsements; performance of North
Pointe's various operating subsidiaries; restrictions that may limit the ability of North Pointe's
subsidiaries to pay dividends to North Pointe; existing and future regulations by the local, state
and federal governments; the compliance of subsidiaries with minimum capital and surplus
requirements; ratings of North Pointe's insurance company subsidiaries by A.M. Best; the
availability and pricing of reinsurance; the potential for non-payment or delay in payment by
reinsurers; the outcome of current industry investigations; potential regulation limiting the use
of undisclosed contingent commission arrangements with independent agents; adverse market
conditions that could negatively impact North Pointe's investment portfolio; reliance on
information technology and telecommunication systems; and management's ability to effectively
manage a public company.
To learn more about North Pointe Holdings Corporation, please visit
www.npte.com
2

text: Brian J. Roney

text: NORTH POINTE HOLDINGS CORPORATION

text: CAPITAL CITY HOLDINGS CO., INC.

text: North Pointe Holdings Corporation

text: Capital City Holding Company, Inc.

text: Capital City Holding Company, Inc.

text: James Petcoff

text: North Pointe Holdings Corporation

text: North Pointe Holdings Corporation


text:
EX-99.1
2
v327136_ex99-1.htm
EXHIBIT 99.1
CONTACTS
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC
American Realty Capital Trust IV, Inc.
tony@defaziocommunications.com
bblock@arlcap.com
Ph: (484-532-7783)
Ph: (212-415-6500)
FOR IMMEDIATE RELEASE
American Realty Capital Trust IV Acquires
Two FedEx Ground Distribution Facilities and a CVS Pharmacy
New York, New York, November 1, 2012 ˗
American
Realty Capital Trust IV, Inc. ("ARCT IV" or the "Company") announced today that it closed on the
acquisition of two FedEx Ground distribution facilities located in Independence, Kansas and Ottumwa, Iowa and a CVS pharmacy
located in New Castle, Pennsylvania.
The aggregate purchase price of the three properties was
$8.6 million, exclusive of closing costs. The Independence, Kansas and Ottumwa, Iowa FedEx Ground distribution facilities
were purchased at capitalization rates of 7.7% and 7.6%, respectively, and the CVS pharmacy was purchased at a capitalization
rate of 7.7%
(calculated by dividing annualized rental income on a straight-line basis plus operating expense
reimbursement revenue, less property operating expenses, by base purchase price).
The Independence, Kansas and Ottumwa, Iowa FedEx Ground distribution
facilities contain approximately 23,400 and 29,300 rentable square feet, respectively, and are 100% leased to a subsidiary of FedEx
Corporation (NYSE: "FDX"), which carries an investment grade credit rating as determined by major credit rating agencies.
The CVS pharmacy contains approximately 10,000 rentable square feet and is 100% leased to CVS Caremark Corporation (NYSE: "CVS"),
which carries an investment grade credit rating as determined by major credit rating agencies.
Michael Weil, ARCT IV's President and Chief Operating
Officer commented, "ARCT IV has added two more national credit tenants to its portfolio during its initial acquisition phase".
Mr. Weil continued, "We couldn't be more pleased with these acquisitions as we build a strong net lease portfolio that
is firmly in line with our investment objectives".
Important Notice
ARCT IV is a publicly registered, non-traded
real estate investment program. Additional information about ARCT IV can be found on its website at www.arct-4.com.
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as "anticipate", "believe,"
"expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements
include these words.
For more information about this announcement,
please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.

text: American Realty Capital Trust IV, Inc.

text: American Realty Capital Trust IV

text:
American
Realty Capital Trust IV, Inc.


text:
EX-99.2
4
terasen113005nr992.htm
TERASEN INC. EXHIBIT 99.2 11-30-05 NEWS RELEASE
Terasen Inc. 11-30-05 News Release
Exhibit 99.
2
Terasen Inc.
1111 West Georgia Street
Vancouver, B.C. V6E 4M4
Tel:
(604) 443-6500
www.terasen.com
News Release
FOR IMMEDIATE RELEASE
November 30, 2005
Terasen completes plan of arrangement
with Kinder Morgan, Inc.
Vancouver, British Columbia - November 30, 2005
- Terasen Inc. announced today that the Plan of Arrangement with Kinder Morgan, Inc. ("KMI") has been completed and KMI, through a wholly-owned subsidiary, has acquired all of the issued and outstanding common shares of Terasen. It is anticipated that the common shares of Terasen will be delisted from the Toronto Stock Exchange following close of markets today.
Under the Plan of Arrangement, shareholders of Terasen were entitled to elect to receive cash, common shares of KMI or a mixture of cash and common shares of KMI by submitting valid elections to CIBC Mellon Trust Company (the "Depositary") prior to the election deadline on November 22, 2005. Shareholders who did not submit a valid election prior to the election deadline were deemed under the Plan to have elected to receive a mixture of cash and common shares of KMI. All elections and deemed elections under the Plan were subject to proration based on elections made. Terasen issued a press release on November 25, 2005 indicating the preliminary results of the proration calculations and the consideration to which Terasen shareholders are entitled. These calculations, which are now final, have not changed.
Terasen shareholders must submit a Letter of Transmittal and the certificates representing their Terasen common shares to the Depositary to receive the consideration to which they are entitled under the Plan. Further information as to the procedures to be followed are contained in Terasen's Information Circular dated September 12, 2005 or can be obtained from the Depositary by calling (604) 891-3003. Terasen shareholders who submitted valid Letters of Transmittal and share certificates prior to the election deadline can expect to receive cheques and share certificates for the cash and KMI common shares to which they are entitled in approximately one week. Other Terasen shareholders can expect to receive cheques and share certificates approximately one week after submitting the required materials to the Depositary.
(MORE)
Terasen Inc. is a leading provider of energy and utility services. Through Terasen Gas and Terasen Gas (Vancouver Island), the company distributes natural gas to more than 880,000 customers, representing more than 95 per cent of natural gas consumers in British Columbia. Through Terasen Pipelines, the company provides petroleum transportation services from the Athabasca oil sands to Edmonton, and from Alberta to British Columbia, Washington State, the U.S. Rocky Mountain region and the U.S. Midwest. Further information can be found on Terasen's website at
www.terasen.com
.
Kinder Morgan, Inc. (NYSE: KMI) is a leading North American energy transportation and distribution company with approximately 40,000 miles of natural gas and petroleum transportation pipelines, 1.1 million natural gas distribution customers and 150 terminals. Kinder Morgan, Inc. owns the general partner interest of Kinder Morgan Energy Partners, L.P. (NYSE: KMP), one of the largest publicly traded pipeline limited partnerships in the United States. Combined, the two companies have an enterprise value of more than $35 billion.
Media contact:
Dean Pelkey, Media Relations Manager
Terasen Gas
Phone: (604) 576-7300
Email:
dean.pelkey@terasengas.com

text: TERASEN

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: KMI

text: KMI

text: Terasen

text: Terasen

text: Terasen

text: KMI

text: KMI

text: KMI

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: KMI

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: Terasen

text: KMI

text: Terasen


text:
EX-99.1
4
exhibit991-pressrelease.htm
EXHIBIT 99.1
Exhibit
ZAGG Inc Acquires Gear4, the UK's No. 1 Smartphone Case Brand, From STRAX
SALT LAKE CITY (November 30, 2018) - ZAGG Inc (NASDAQ:ZAGG) today announced it has acquired Gear4, the U.K.'s No. 1 smartphone case brand1, with growing global distribution, from STRAX AB (STO:STRAX) for U.S. $40 million, the equivalent of 1X 2018 projected sales. Accounting for 23 percent market share in the U.K. and having experienced significant growth in North America this year, Gear4's extensive range of impact absorbing smartphone cases covers all leading handsets. Gear4's cases exclusively feature D3O® technology, the thinnest and most advanced impact and shock absorbing material currently used in professional sports, industrial and military equipment applications. ZAGG Inc is a global leader and innovator in accessories and technologies that empower mobile lifestyles through its award-winning product portfolio that includes screen protection, power management, mobile keyboards, and personal audio.
With more than 1.9 billion smartphones predicted to ship2 during 2018, the Gear4 acquisition complements the ZAGG Inc product portfolio and provides credible access of a growing brand to a large category driven by demand for mobile devices globally. Gear4 will benefit from the acquisition by leveraging ZAGG Inc's expansive global distribution footprint to drive increased sales and profitability. In addition to the license for D3O technology, ZAGG Inc will acquire the Gear4 corporate headquarters located in Maidenhead, England, and retain the services of its talented employees located in the U.S., Canada, the U.K., and Hong Kong.
"As a leading mobile lifestyle company, this transaction underscores our commitment to expanding our product offering in order to better meet the needs of today's smartphone consumer", said Chris Ahern, CEO of ZAGG Inc. "Gear4 and D3O provide a robust intellectual property portfolio in protective case technology for mobile devices, which we believe is a significant differentiator especially given the trend of increasingly costly handsets. Thanks to its cutting-edge protective case designs, Gear4 is thriving while many other case brands consolidate. For multiple reasons, we are excited to welcome Gear4 to the ZAGG family of brands. Most importantly, the business provides us with meaningful growth opportunities as we build toward our long-term goal of $1 billion in annual revenue and is immediately accretive to margins".
D3O impact absorbing technology is trusted worldwide in U.S. military combat uniforms and protective gear worn by professional athletes. In its raw state, D3O materials flow freely when moved slowly, but on shock, lock together to absorb and disperse energy before instantly returning to their flexible state.
Latham & Watkins, LLP acted as legal counsel to ZAGG in the transaction. LOGOS acted as legal counsel to STRAX in the transaction.
About ZAGG Inc
ZAGG Inc (NASDAQ:ZAGG) is a global leader in accessories and technologies that empower mobile lifestyles. The Company has an award-winning product portfolio that includes screen protection, power management solutions, mobile keyboards, and personal audio sold under the InvisibleShield®, mophie®, ZAGG®, BRAVEN®, and IFROGZ® brands. ZAGG Inc has operations in the United States, Ireland, and China. For more information,
please visit the company's websites at www.zagg.com, and www.mophie.com.
About Gear4
Founded in 2006, Gear4 is the No. 1 impact protection case brand in the U.K. In 2015, Gear4 partnered with D3O
to create world-leading impact protection products for consumer electronics. Now 12 years old and established in over 40 countries, Gear4 has a proven track record of creating world-leading products that have satisfied millions of consumers worldwide. Working to the impeccable standards of British engineering and innovation, pride themselves on constantly delivering unique, well-designed products that protect your most precious
devices. For more information, please visit the company's website at www.Gear4.com.
1
Source: GFK, STRAX GfK Cases, Sept. 2018; No. 1 case brand by sales volume
2
Source: IDC, Worldwide Mobile Phone Forecast, 2018-2022, Mar 2018 - Market Forecast - Doc # US43624018 All trademarks and trade names are those of their respective owners
Media Contact
ZAGG Inc
Jeff DuBois
801-506-7336
jeff.dubois@ZAGG.com
###

text: ZAGG Inc

text: ZAGG Inc

text: STRAX AB

text: ZAGG Inc

text: ZAGG Inc

text: ZAGG Inc

text: ZAGG Inc

text: Chris Ahern

text: ZAGG Inc

text: Latham & Watkins, LLP

text: LOGOS

text: ZAGG Inc

text: ZAGG Inc

text: ZAGG Inc

text: ZAGG Inc


text:
EX-99.1
4
dp167323_ex9901.htm
EXHIBIT 99.1
Exhibit
99.1
MoneyLion
Completes Acquisition of Even Financial, the Category Leading Embedded Finance Marketplace
Acquisition
Expands MoneyLion's Distribution Network,
Accelerating MoneyLion's
Mission of Providing Financial Access and Advice to Hard-working Americans
Acquisition
Expected to be Accretive to MoneyLion's 2022 Earnings
NEW
YORK, NY, February 17, 2022 -
MoneyLion Inc.
("MoneyLion")
(NYSE: ML), the award-winning digital financial platform, has completed its acquisition of Even
Financial Inc.
("Even"),
the category-leading embedded finance marketplace. The acquisition strengthens MoneyLion's platform by improving
consumers' abilities to find and access the right financial products to help them manage their financial lives through
Even's network, spanning over 400 financial institution partners and 500 channel partners and covering a breadth of financial
services including loans, credit cards, mortgages, savings and insurance products.
The acquisition increases
MoneyLion's distribution capabilities, diversifies its revenue composition and is expected to be accretive to MoneyLion's
earnings, with Even expected to add positive EBITDA in 2022, excluding synergies.
"With this
transaction, we have combined MoneyLion's powerful first-party products and open architecture marketplace with Even's
dynamic recommendation engine and expanding partner network to broaden the range of products and services within the MoneyLion
platform", said Dee Choubey, co-founder and CEO of MoneyLion. "In doing so, we have enhanced our product leadership to
position MoneyLion as a "must have" consumer finance product for hard-working Americans. Together, MoneyLion and Even
will improve existing consumers' financial lives and expand our aperature to service a new segment of consumers. Together with our current capabilities, we are well positioned to advance
our leading position in hyper-personalized lifestyle content and financial recommendations".
Phillip Rosen, founder
and CEO of Even commented, "At Even, our vision has always been to revolutionize how consumers receive recommendations for financial
services. Through a combination of machine learning expertise and our trusted user experience, Even has helped over 400 financial institution
partners find and connect with consumers. Going forward, we are excited to play an integral role in powering MoneyLion's fast-growing
Marketplace and offer MoneyLion's suite of products to our channel partners".
MoneyLion
and Even have completed the first phase of their product integration, with over 60 solutions providers from Even's network now
represented in MoneyLion's Marketplace across personal loans, life insurance, auto insurance, homeownership and other services.
Even will continue to
operate as an independent subsidiary of MoneyLion, led by Even's current management team. Phillip Rosen will continue in his role
as CEO of Even and will join MoneyLion's executive committee.
Evercore served as financial
advisor and Davis Polk & Wardwell LLP as legal advisor to MoneyLion. Broadhaven served as financial advisor and Goodwin Procter LLP
as legal advisor to Even.
For additional information
about the acquisition, please review the investor presentation.
About MoneyLion
MoneyLion is a mobile
banking and financial membership platform that empowers people to take control of their finances. Since its launch in 2013, MoneyLion
has engaged with millions of hard-working Americans and has earned its members' trust by building a full-service digital platform
to deliver mobile banking, lending, and investment solutions. From a single app, members can get a 360-degree snapshot of their finances
and have access to personalized tools, content and offers designed to improve their financial lives. MoneyLion is headquartered in New
York City, with offices in Sioux Falls and Kuala Lumpur, Malaysia. MoneyLion has achieved various awards of recognition including the
2020 Forbes FinTech 50, Aite Group Best Digital Wealth Management Multiproduct Offering, Finovate Award for Best Digital Bank 2019, Benzinga
FinTech Awards winner for Innovation in Personal Finance 2019 and the Webby Awards 2019 People's Voice Award.
For
more information about the company, visit www.moneylion.com.
For investor information and updates, visit www.moneylion.com/investors and
follow @MoneyLionIR on Twitter.
About Even Financial
Founded in 2014, Even
digitally connects and matches consumers with real-time, personalized financial product recommendations from banks, insurance and fintech
companies on mobile apps, websites and other consumer touchpoints through its marketplace technology. Even's infrastructure leverages
machine learning and advanced data science to solve a significant pain point in financial services customer acquisition, seamlessly bridging
financial services providers (such as SoFi) and channel partners (such as TransUnion) via its industry-leading API and embedded finance
marketplaces. Even enables any company to add financial products to their business, with full compliance and security at scale. Even
was named one of "America's Best Startup Employers" by Forbes for 2021 and placed in the Top 50 of the 2020 Deloitte Technology
Fast 500, which recognizes the fastest growing tech companies in the world. Learn more at www.evenfinancial.com.
Forward-Looking
Statements
The
information in 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. Forward-looking statements may be identified by the
use of words such as "estimate", "plan", "project", "forecast", "intend,"
"will", "expect", "anticipate", "believe", "seek", "target" or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and expectations
and timing related to potential benefits, terms and timing of the transaction. These statements are based on various assumptions, whether
or not identified in this press release, and on the current expectations of MoneyLion's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible
to
predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MoneyLion. These forward-looking
statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including
the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed transaction; failure to realize the anticipated benefits of the
proposed transaction; risks relating to the uncertainty of the projected financial information with respect to MoneyLion; future global,
regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; MoneyLion's
ability to manage future growth; MoneyLion's ability to develop new products and solutions, bring them to market in a timely manner,
and make enhancements to its platform; the effects of competition on MoneyLion's future business; or, the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that MoneyLion presently knows or that MoneyLion currently believes are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements reflect MoneyLion's expectations,
plans or forecasts of future events and views as of the date of this press release. MoneyLion anticipates that subsequent events and
developments will cause its assessments to change. However, while MoneyLion may elect to update these forward-looking statements at some
point in the future, MoneyLion specifically disclaims any obligation to do so. These forward-looking statements should not be relied
upon as representing MoneyLion's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Contacts
Cody Slach, Alex Kovtun
Gateway Investor Relations
(949) 574-3860
ML@gatewayir.com
MoneyLion Communications
pr@moneylion.com

text: MoneyLion

text: Even Financial

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion Inc.

text: MoneyLion

text:
Even
Financial Inc.

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: Phillip Rosen

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: Phillip Rosen

text: MoneyLion

text: Evercore

text: Davis Polk & Wardwell LLP

text: MoneyLion

text: Broadhaven

text: Goodwin Procter LLP

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: Even Financial

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion

text: MoneyLion


text:
EX-99.1
2
press_release.htm
PRESS RELEASE
press_release.htm
Exhibit
99.1
International
Monetary Systems Acquires
Business
Network, Inc. of Long Island, NY
New
Berlin, Wis., May 06, 2008 -- International Monetary Systems, Ltd. (OTCBB:INLM),
a worldwide leader in business-to-business barter services, today announced that
it has acquired the assets and client base of Business Network, Inc. (BNI),
located in Hauppauge, NY on Long Island.
Don
Mardak, CEO of IMS commented: "We are pleased to announce this latest
acquisition of a very fine trade exchange in a strategic location. Since we
already have a solid network in place in Uptown Manhattan, Long Island clients
will now have many more barter options which means an increase in trading
opportunities. Additionally, linking our Long Island and Manhattan members with
our markets in Rochester, Buffalo and Syracuse, gives IMS nearly 2500 members in
New York, making it the largest barter network in the Empire
State."
The
transaction was partially financed by $200,000 received from a private investor
in exchange for a convertible note.
About International Monetary
Systems
Founded
in 1985, International Monetary Systems (IMS) serves 18,000 customers
representing 23,000 cardholders in 50 North American markets including Canada.
Based in New Berlin, Wisconsin, and managed by seasoned industry veterans, IMS
is one of the largest publicly traded barter companies in the world and is
continually expanding its network by adding exchange locations. The company's
proprietary transaction clearing software enables businesses and individuals to
trade goods and services online throughout North America, using an electronic
currency known as trade dollars. The IMS network allows companies to create cost
savings and attract new customers by incorporating barter opportunities in their
business models. Further information can be obtained at the company's website
at:
www.imsbarter.com
.
Contact:
International
Monetary Systems, Ltd., New Berlin, WI
Krista
Vardabash, (888) 783-4636, ext. 19
Go-ims@imsbarter.com
http://www.internationalmonetary.com

text:
Business
Network, Inc.

text: International Monetary Systems, Ltd.

text: Business Network, Inc.

text:
Don
Mardak

text:
International
Monetary Systems, Ltd.


text:
EX-99.1
4
ifon-ex991_70.htm
EX-99.1
ifon-ex991_70.htm
Exhibit 99.1
PRESS RELEASE
InfoSonics Announces Reverse Stock Split
SAN DIEGO, March 8, 2018 - InfoSonics Corporation ("InfoSonics" or the "Company") (NASDAQ: IFON) announced today that it will effect a 1-for-5 reverse stock split. The 1-for-5 reverse stock split will be effective as of the open of trading on March 9, 2018 (the "Effective Date") and the Company's common stock will thereafter begin trading on a split-adjusted basis.
The reverse stock split will reduce the number of shares of the Company's common stock currently outstanding from approximately 3,378,000 shares to approximately 676,000 shares. Proportional adjustments will be made to the conversion and exercise prices of the Company's outstanding warrants and stock options and to the number of shares issued and issuable under the Company's equity compensation plans. The number of authorized shares of the Company's common stock will be increased to 150 million shares at this time.
The reverse stock split is intended to increase the market price per share of the Company's common stock to allow the Company to comply with the requirements of The NASDAQ Capital Market in effecting the transactions contemplated by that certain Agreement and Plan of Merger, as amended, dated as of July 25, 2017 between InfoSonics, Cooltech Holding Corp., a Nevada corporation, and InfoSonics Acquisition Sub, Inc., a Nevada corporation. The Company's common stock will continue to trade on The NASDAQ Capital Market under the symbol "IFON". The new CUSIP number for the common stock following the reverse stock split will be 456784 305.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each five shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The Company will not issue any fractional shares in connection with the reverse stock split. Instead, fractional share interests will be rounded up to the next largest whole number. The reverse stock split will not modify the rights or preferences of the common stock.
The Company's transfer agent, Computershare Trust Company, N.A. ("Computershare"), will act as its exchange agent for the reverse stock split. Computershare will provide stockholders of record holding certificates representing pre-split shares of the Company's common stock as of the Effective Date a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connect with the reverse stock split. Computershare can be reached at (303) 262-0786.
About InfoSonics Corporation
InfoSonics is a San Diego-based manufacturer and provider of wireless handsets, tablets and related products to carriers, distributors and retailers in Latin America under the verykool® brand. The Company is committed to delivering quality products with innovative designs that appeal to consumers and offer exceptional value. Additional information can be found on its corporate websites at www.infosonics.com and www.verykool.net.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include statements relating to the effectiveness of the reverse stock split, are made on the basis of the current beliefs, expectations and assumptions of the management of InfoSonics and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and InfoSonics undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although InfoSonics believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to
differ materially from what may be expressed or implied in these forward-looking statements, and there is no guaranty that the minimum bid price of InfoSonics common stock will remain at or above the required level for a sufficient period of time after the reverse stock split in order for the stock to remain listed on The NASDAQ Capital Market. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of InfoSonics in general, see the risk disclosures in the Annual Report on Form 10-K of InfoSonics for the year ended December 31, 2017, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the U.S. Securities and Exchange Commission by InfoSonics, which are available at http://www.sec.gov.
Contact:
Vernon A. LoForti
Chief Financial Officer
vern.loforti@infosonics.com
858-373-1675
# # #

text: InfoSonics Acquisition Sub, Inc.


text:
EX-99
5
exhibit99.txt
EXHIBIT 99.1
Exhibit 99.1
Investor Inquiries:
Robert Gudbranson
Director of Investor Relations
(440) 329-6001
Media Inquiries:
Susan Elder
Director of Marketing Communications
(440) 329-6549
News Release
INVACARE CORPORATION ANNOUNCES COMPLETION OF THE ACQUISITION OF WP DOMUS GMBH
ELYRIA, OH - (September 9, 2004) - Invacare Corporation (NYSE: IVC) announced
that, earlier today, the Company completed the acquisition of WP Domus GmbH
("Domus"). As previously announced on August 2, 2004, Invacare had signed an
agreement to purchase Domus for 190 million euros or approximately $230 million
at recent exchange rates, subject to normal closing adjustments. A
European-based holding company, Domus designs and manufactures several
complementary product lines to Invacare's existing product lines, including
power add-on products, bath lifts and walking aids.
Domus is forecast to have sales in 2004 of approximately 96 million euros or
$116 million at recent exchange rates. Domus currently has three divisions,
Alber, Aquatec and Dolomite, which are branded separately and are expected to be
operated independently under each of the units' current management teams. "We
are pleased to have Alber, Aquatec and Dolomite join Invacare, thereby
strengthening our European presence and expanding our global product offerings,"
said A. Malachi Mixon, III, chairman and chief executive officer.
Invacare Corporation (NYSE:IVC), headquartered in Elyria, Ohio, is the global
leader in the manufacture and distribution of innovative home care and long-term
care medical products that promote recovery and active lifestyles. With the
addition of Domus, the Company has 5,700 associates and markets its products in
80 countries around the world. For more information about the Company and its
products, visit Invacare's website at www.invacare.com.
This press release contains forward-looking statements within the meaning of the
"Safe Harbor" provisions of the Private Securities Litigation Reform Act of
1995. Terms such as "will", "should", "plan", "intend", "expect", "continue,"
"forecast", "believe", "anticipate" and "seek", as well as similar comments, are
forward-looking in nature. Actual results and events may differ significantly
from those expressed or anticipated as a result of risks and uncertainties which
include, but are not limited to, the following: pricing pressures, the success
of the Company's ongoing efforts to reduce costs, increasing raw material costs,
the consolidations of health care customers and competitors, government
reimbursement issues (including those that affect the sales of and margins on
product, along with the viability of customers), the ability to design,
manufacture, distribute and achieve market acceptance of new products with
higher functionality and lower costs, the effect of offering customers
competitive financing terms, Invacare's ability to successfully identify,
acquire and integrate strategic acquisition candidates, the difficulties in
managing and operating businesses in many different foreign jurisdictions
(including the Domus acquisition, if completed), the timely completion of
facility consolidations, the vagaries of any litigation or regulatory
investigations that the Company may be or become involved in at any time
(including the previously-disclosed litigation with Respironics), the
difficulties in acquiring and maintaining a proprietary intellectual property
ownership position, the overall economic, market and industry growth conditions
(including the impact that acts of terrorism may have on such growth
conditions), foreign currency and interest rate risks, Invacare's ability to
improve financing terms and reduce working capital, as well as the risks
described from time to time in Invacare's reports as filed with the Securities
and Exchange Commission. We undertake no obligation to review or update these
forward-looking statements or other information contained herein.

text: Robert Gudbranson

text: Susan Elder

text: INVACARE CORPORATION

text: WP DOMUS GMBH

text: Invacare Corporation

text: WP Domus GmbH

text: Domus

text: Invacare

text: Domus

text: Domus

text: Invacare

text: Domus

text: Domus

text: Invacare

text: A. Malachi Mixon, III

text: Invacare Corporation

text: Domus

text: Invacare

text: Invacare

text: Domus

text: Invacare

text: Invacare


text:
EX-99.1
26
exh991.htm
EXHIBIT 99.1
Point Acquisition Corporation - Exhibit 99.1 - Prepared By TNT Filings
Inc.
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Mr. Denis Tontodonato
(704) 562 0082
Point Acquisition Corporation
Henan Province
People's Republic of
China
NEWS RELEASE
POWERSMART HOLDINGS LIMITED UTILIZES APO
sm
SERVICE TO GO
PUBLIC AND COMPLETE PRIVATE FINANCING
Gongyi, China, April 25, 2007 - Point Acquisition Corporation
("Point Acquisition") (OTCBB: PAQN.OB) announced the closing of a share exchange
transaction with the shareholder of Powersmart Holdings Limited., a British
Virgin Islands corporation ("Powersmart") and a related private placement
financing transaction. Point Acquisition will operate through its consolidated
indirect Chinese subsidiaries to execute the current business plan of those
subsidiaries.
In the share exchange transaction Powersmart's stockholder,
Mr. Shunqing Zhang, was issued 16,887,815 shares of Point Acquisition's common
stock in exchange for 100% of the issued and outstanding shares of Powersmart.
In conjunction with the exchange transaction, Point Acquisition closed a private
placement of its common stock in which it will issue 5,347,594 shares of its
common stock in exchange for anticipated gross offering proceeds of $10 million,
or approximately $1.87 per share, before payment of commissions and fees.
Assuming the issuance of 5,347,594 shares of common stock to the investors, the
shares of common stock held by such investors will represent approximately 21.9%
of the total outstanding common stock of Point Acquisition, on a fully diluted
basis. The shares of common stock received by Mr. Zhang in the exchange
transaction represent 69.2% of the total issued and outstanding common stock of
Point Acquisition, on a fully diluted basis, taking into account the shares
issued to investors in the private placement. Following the consummation of the
private placement, the number of shares of common stock of Point Acquisition
issued and outstanding is 24,038,280.
In connection with the private placement, if a minimum $8.2
million net income for fiscal year 2007 or a minimum $13.5 million net income in
fiscal year 2008 is not achieved then the investors and others involved in the
transaction will be entitled to receive from Mr. Zhang additional shares of
Point Acquisition's common stock pursuant to a pre-defined formula agreed to
between the parties and Mr. Zhang. For the fiscal year ended December 31, 2006
Powersmart reported consolidated revenues and net income of $27.5 million and
$4.5 million, respectively. Point Acquisition expects to achieve revenues of
$45.4 million for fiscal year ending December 31, 2007 and $68.4 million for
fiscal year ending December 31, 2008. Additional information regarding these
obligations can be found in the future SEC filings made by Point Acquisition.
As a result of the exchange transaction, Powersmart has
become a wholly-owned subsidiary of Point Acquisition. Mr. Shunqing Zhang was
elected to the Board of Directors of Point Acquisition and was appointed its
President and Chief Executive Officer. Point Acquisition's shares are listed on
the Over-the-Counter Bulletin Board under the symbol, PAQN.OB.
Mr. Zhang stated, "We want to thank our financial advisor,
HFG International, Limited, for facilitating our efforts in connection with our
private financing and the going public transaction. These transactions have
given us access to the U.S. capital markets, with the intent of capitalizing on
significant growth opportunities".
Brean Murray, Carret & Co. acted as the placement agent in
the $10 million private placement transaction. Heritage Management Consultants,
Inc. provides professional, management and advisory services to Powersmart.
About Powersmart Holdings Corporation
Powersmart is a mineral based manufacturer whose products
include monolithic refractories, ceramics and fracture proppant. Monolithic
refractories serve as heat resistant protective linings in industrial furnaces
and other heavy machinery used in the steel, iron, cement, glass and aluminum
industries. Ceramic products are heat and erosion resistant which are used to
house high voltage switches and fuses and to transfer liquids, solids and gases.
Fracture proppant is used in operating oil wells to release trapped oil allowing
it to be extracted to the earth's surface. Powersmart conducts business through
its Chinese based subsidiaries Henan Gengsheng Refractories Co., Ltd., Zhengzhou
Duesail Fracture Proppant Co., Ltd. and Henan Gaowen Materials Co., Ltd.
APO
sm
is a service mark of Halter
Financial Group, Inc. ("HFG"). HFG's APO services allow privately held
corporations to go public via the reverse merger process and simultaneously
complete a private capital raising transaction.
FORWARD LOOKING STATEMENTS
This release contains certain "forward-looking statements"
relating to the business of Point Acquisition and its subsidiary companies,
including statements regarding the ability of the Company and its subsidiaries
to follow its business strategy, plans and objectives and capitalize on growth
opportunities, the ability of the Company to achieve revenue expectations and
any other statements of non-historical information. These forward looking
statements are often identified by the use of forward-looking terminology such
as "believes, expects" or similar expressions. Such forward looking statements
involve known and unknown risks and uncertainties that may cause actual results
to be materially different from those described herein as anticipated, believed,
estimated or expected. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of a variety of
factors, including those discussed in the company's periodic reports that are
filed with the Securities and Exchange Commission and available on its website (
www.sec.gov
).
All forward-looking statements attributable to Point Acquisition or to persons
acting on its behalf are expressly qualified in their entirety by these factors
other than as required under the securities laws. Point Acquisition does not
assume a duty to update these forward-looking statements.

text: Point Acquisition Corporation

text: Denis Tontodonato

text: Point Acquisition Corporation

text: Point Acquisition Corporation

text: Point Acquisition

text: Powersmart Holdings Limited.

text: Point Acquisition

text: Shunqing Zhang

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition

text: Shunqing Zhang

text: Point Acquisition

text: Point Acquisition

text: HFG International, Limited,

text: Brean Murray, Carret & Co.

text:
Heritage Management Consultants,
Inc.

text: Point Acquisition

text: Point Acquisition

text: Point Acquisition


text:
EX-99
5
ex991to8k_08182005.htm
sec document
EXHIBIT 99.1
IR CONTACT:
David Waldman/Jody Burfening
Lippert/Heilshorn & Associates
dwaldman@lhai.com
(212) 838-3777
GLOBALOPTIONS GROUP, INC. ANNOUNCES SECOND QUARTER RESULTS
COMPLETES ACQUISITION OF CBR AND EXPANDS PRESENCE TO 10 OFFICES NATIONWIDE
NEW YORK - AUGUST 15, 2005 - GLOBALOPTIONS GROUP, INC. (OTCBB: GLOI), a leading
provider of domestic and international risk mitigation services, today announced
unaudited results for the second quarter and six months ended June 30, 2005. The
company also announced that it has completed its acquisition of Confidential
Business Resources, Inc. (CBR). Global Options, with the completion of the CBR
acquisition, now has more than 60 licensed investigators, and operates from 10
offices nationwide, including: Anaheim, Chicago, Dallas, Detroit, Nashville, New
York, Orlando, Philadelphia, Sacramento, and Washington D.C.
"During the second quarter, we achieved a number of important steps toward our
goal of becoming the leading integrated risk mitigation company and dominant
brand within the highly fragmented multi-billion dollar risk mitigation
industry", stated Dr. Harvey W. Schiller, chairman of GlobalOptions. "Most
recently, we acquired CBR, which specializes in intelligence gathering,
surveillance and investigation services, and complements the other risk
mitigation services we currently provide. As a result, we now offer much greater
depth through our comprehensive suite of services including: Investigations &
Litigation Support; Risk Management & Security; and Crisis Management".
Dr. Schiller concluded, "With this strong foundation in place, we have already
identified additional acquisition targets to further enhance our service
offering and expand our geographic presence, which will help us achieve our
revenue target of at least $100 million within the next 18 to 24 months. As
companies are acquired, we plan to eliminate redundant costs and consolidate
back-office responsibilities, which will free management to focus on customer
addition and retention. With the heightened security threats facing global
corporations, governments, and high profile individuals around the world,
GlobalOptions is well positioned as a one-stop-solution to meet the growing
global demand for domestic and international risk mitigation services".
Preliminary results for the second quarter of fiscal 2005 for GlobalOptions
reflects revenues of $1.2 million as compared to $1.2 million for the same
period in fiscal 2004. Net loss attributable to common stockholders for the
second quarter of fiscal 2005 was $1.2 million or a basic and diluted net loss
attributable to common stockholders per share of $0.34. This is compared to a
net loss attributable to common stockholders for the second quarter of fiscal
2004 of $310,000, or a basic and diluted net loss attributable to common
stockholders per share of $0.11. Had the acquisition of CBR occurred on January
1, 2005, total revenue for the second quarter of fiscal 2005 for the combined
companies would have been approximately $3.7 million.
Preliminary results for the six months ended June 30, 2005 for GlobalOptions
reflects revenues of $2.3 million as compared to $2.6 million for the same
period in fiscal 2004. Net loss attributable to common stockholders for the six
months ended June 30, 2005 was $1.8 million or a basic and diluted net loss
attributable to common stockholders per share of $0.57. This is compared to a
net loss attributable to common stockholders for the six months ended June 30,
2004 of $499,000, or a basic and diluted net loss attributable to common
stockholders per share of $0.18. Had the acquisition of CBR occurred on January
1, 2005, total revenue for the six months ended June 30, 2005 for the combined
companies would have been approximately $7.3 million.
Cascadia Capital served as a financial advisor to GlobalOptions in its
acquisition of Confidential Business Resources, Inc.
ABOUT GLOBALOPTIONS GROUP, INC.
GlobalOptions Group, with main offices in New York and Washington DC, is a
provider of high-end risk mitigation services to Fortune 1000 corporations,
governmental organizations and high-profile individuals throughout the world.
GlobalOptions' risk mitigation services currently include risk management and
security, investigations and litigation support, and crisis management. These
engagements take GlobalOptions staff around the world and are typically highly
sensitive engagements where GlobalOptions is interacting with senior leaders in
corporations and governments. Its overall mission is to identify, evaluate,
assess, prevent and correct issues that may threaten people, organizations or
strategic initiatives for corporations or governments.
STATEMENTS IN THIS PRESS RELEASE REGARDING THE COMPANY'S BUSINESS THAT ARE NOT
HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY WISHES TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE
ON SUCH FORWARD-LOOKING STATEMENTS, WHICH STATEMENTS ARE MADE PURSUANT TO THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1994, AND AS SUCH, SPEAK ONLY AS OF
THE DATE MADE. TO THE EXTENT THE CONTENT OF THIS PRESS RELEASE INCLUDES
FORWARD-LOOKING STATEMENTS, THEY INVOLVE VARIOUS RISKS AND UNCERTAINTIES
INCLUDING THE SUCCESSFUL INTEGRATION OF THE BUSINESS OF CBR AND THE CONTINUED
SUCCESSFUL IMPLEMENTATION OF THE COMPANY'S BUSINESS STRATEGY.
CERTAIN OF THESE RISKS AND UNCERTAINTIES WILL BE DESCRIBED IN GREATER DETAIL IN
GLOBALOPTIONS' FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
GLOBALOPTIONS IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH
OBLIGATION TO) UPDATE OR ALTER ITS FORWARD-LOOKING STATEMENTS WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

text: GLOBALOPTIONS GROUP, INC.

text: CBR

text: GLOBALOPTIONS GROUP, INC.

text:
Confidential
Business Resources, Inc.

text: CBR

text: CBR

text: Harvey W. Schiller

text: CBR

text: CBR

text: CBR

text: Cascadia Capital

text: Confidential Business Resources, Inc

text: GLOBALOPTIONS GROUP, INC.

text: CBR


text:
EX-99.2
3
fmcex99203032014.htm
PRO FORMA FINANCIALS
FMC Ex 99.2 03.03.2014
Exhibit 99.2
FMC CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 28, 2014, FMC Corporation ("FMC") completed the previously disclosed sale of its FMC Peroxygens business for approximately $200 million in cash to One Equity Partners, the private investment arm of J.P. Morgan Chase & Co.
The unaudited pro forma consolidated financial information of FMC presented below was derived from our historical consolidated financial statements and is presented to give effect to the disposition of FMC Peroxygens. The unaudited pro forma consolidated balance sheet assumes the disposition of FMC Peroxygens occurred on December 31, 2013. Unaudited pro forma consolidated income statements for the three most recently completed fiscal years are not presented as FMC Peroxygens has been reflected as discontinued operations in our historical information.
The pro forma adjustments are based on the best information available and assumptions that management believes are factually supportable. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what FMC's financial position would have been had the disposition occurred on the date indicated and is not necessarily indicative of FMC's future financial position.
The unaudited pro forma financial information should be read in conjunction with the historical financial statements and accompanying notes of FMC included in our 2013 Annual Report filed on Form 10-K.
FMC Corporation
Consolidated Balance Sheet (unaudited)
December 31, 2013
(in Millions, Except Share and Par Value Data)
As Reported
Disposition of FMC Peroxygens (a)
Pro Forma Adjustments (b)
Pro Forma
ASSETS
Current assets
Cash and cash equivalents
$
123.2
$
123.2
Trade receivables, net of allowance of $30.2
1,484.3
1,484.3
Inventories
688.4
688.4
Prepaid and other current assets
236.8
236.8
Deferred income taxes
214.0
(13.4
)
200.6
Current assets of discontinued operations held for sale
198.3
(198.3
)
-
Total current assets
$
2,945.0
(198.3
)
(13.4
)
$
2,733.3
Investments
26.8
26.8
Property, plant and equipment, net
1,248.3
1,248.3
Goodwill
389.4
389.4
Other intangibles, net
272.3
272.3
Other assets
262.0
262.0
Deferred income taxes
91.4
91.4
Total assets
$
5,235.2
(198.3
)
(13.4
)
$
5,023.5
LIABILITIES AND EQUITY
Current liabilities
Short-term debt and current portion of long-term debt
$
697.8
(200.0
)
1
$
497.8
Accounts payable, trade and other
475.2
2.9
478.1
Advance payments from customers
178.9
178.9
Accrued and other liabilities
307.0
307.0
Accrued customer rebates
203.7
203.7
Guarantees of vendor financing
27.9
27.9
Accrued pension and other postretirement benefits, current
12.7
12.7
Income taxes
35.3
(13.4
)
21.9
Current liabilities of discontinued operations held for sale
48.2
(48.2
)
-
Total current liabilities
$
1,986.7
(48.2
)
(210.5
)
$
1,728.0
Long-term debt, less current portion
1,154.1
1,154.1
Accrued pension and other postretirement benefits, long-term
57.8
57.8
Environmental liabilities, continuing and discontinued
175.2
175.2
Deferred income taxes
73.1
73.1
Other long-term liabilities
216.2
216.2
Commitments and contingent liabilities
Equity
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued
-
-
Common stock, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares
18.6
18.6
Capital in excess of par value of common stock
448.3
448.3
Retained earnings
2,757.3
2,757.3
Accumulated other comprehensive income (loss)
(201.9
)
47.0
2
(154.9
)
Treasury stock, common, at cost: 53,098,103 shares
(1,502.5
)
(1,502.5
)
Total FMC stockholders' equity
$
1,519.8
-
47.0
$
1,566.8
Noncontrolling interests
52.3
52.3
Total equity
$
1,572.1
-
47.0
$
1,619.1
Total liabilities and equity
$
5,235.2
(48.2
)
(163.5
)
$
5,023.5
Notes to the Unaudited Pro Forma Consolidated Balance Sheet:
(a) - Represents the assets and liabilities related to the FMC Peroxygens business that were classified as held for sale as reported by FMC in our 2013 Annual Report filed on Form 10-K.
(b) - Represents pro forma adjustments which include the following:
(1) - Receipt of cash proceeds from the sale of FMC Peroxygens, utilized to reduce outstanding commercial paper borrowings.
(2) - Reclassification of accumulated foreign currency translation adjustments ("CTA") that is reclassified to income upon completion of sale. The CTA adjustment was previously factored into the 2013 asset held for sale impairment and therefore the income statement effect of recognizing this deferred loss has already been recognized in our 2013 consolidated income statement.

text: FMC CORPORATION

text: FMC Corporation

text: FMC Peroxygens

text: One Equity Partners

text: FMC Peroxygens

text: FMC Peroxygens

text: FMC Peroxygens

text: FMC Corporation

text: FMC Peroxygens

text: FMC Peroxygens

text: FMC Peroxygens