text:
EX-99.1
21
d839382dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Immunovant Sciences Ltd. Closes Transaction with Health Sciences
Acquisitions Corporation
Combined
company, to be named Immunovant, Inc., will begin trading on Nasdaq under ticker symbol "IMVT" on December 19, 2019
NEW YORK -
Immunovant, Inc., formerly known as Health Sciences Acquisitions Corporation (Nasdaq: HSAC) ("HSAC"), a special purpose acquisition company sponsored by RTW Investments, LP, announced today the closing of its business combination with
Immunovant Sciences Ltd. ("ISL"), a clinical stage biopharmaceutical company developing IMVT-1401, a fully human monoclonal antibody that selectively binds to and inhibits the neonatal Fc receptor ("FcRn") and is designed to be
delivered by subcutaneous injection.
The business combination was approved by HSAC's stockholders at a special meeting held on December 16,
2019. HSAC reported that, prior to the special meeting, there were zero redemptions from HSAC shareholders, an uncommon occurrence demonstrating the strength of the transaction. The combined company was renamed Immunovant, Inc.
("Immunovant"), and Immunovant's shares of common stock are expected to begin trading on Nasdaq under the symbol "IMVT" on December 19, 2019. ISL's management team will continue to run Immunovant, led by Chief
Executive Officer, Pete Salzmann, M.D.
"We are thrilled to have completed the share exchange between HSAC and ISL and look forward to supporting
Immunovant as it seeks to advance three important therapeutic programs through the clinic", said Rod Wong, M.D., President, Chief Executive Officer, and Chairman of HSAC and Managing Partner and Chief Investment Officer of RTW Investments, LP.
Proceeds from this transaction exceeded $100 million and will provide Immunovant with capital expected to progress three key IMVT-1401 pipeline
programs for Graves' ophthalmopathy, myasthenia gravis, and warm autoimmune hemolytic anemia.
Naveen Yalamanchi, Principal and Portfolio Manager at
RTW Investments, LP, added, "We have been impressed with the development of Immunovant's key asset under the thoughtful guidance of its CEO, Pete Salzmann".
Immunovant reiterates its previous guidance regarding data releases from the ongoing and planned Phase 2 clinical trials:
.
Initial results from
ASCEND-GO
1, an open-label Phase 2a clinical trial
of IMVT-1401 for the treatment of Graves' ophthalmopathy, are expected in Q1 2020.
.
Topline results from
ASCEND-MG,
an ongoing Phase 2a clinical trial of
IMVT-1401 for the treatment of myasthenia gravis, are expected in 1H 2020.
.
Initial results from a Phase 2a clinical trial of IMVT-1401 for the treatment of warm autoimmune hemolytic anemia
are expected in Q4 2020.
.
Topline results from
ASCEND-GO
2, an ongoing Phase 2b clinical trial of
IMVT-1401 for the treatment of Graves' ophthalmopathy, are expected in early 2021.
"It is a privilege to be in a position to
bring potentially transformative therapies to patients. We are especially excited to continue to advance our vision of enabling "Normal Lives for Patients with Autoimmune Diseases", fueled by growth capital from RTW Investments and a deep
roster of blue chip healthcare investors", said Pete Salzmann, M.D. Chief Executive Officer of Immunovant.
About Health Sciences Acquisitions
Corporation
HSAC was established for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities. HSAC was sponsored by RTW Investments, LP.
About RTW
Investments, LP
RTW Investments, LP ("RTW") is a New York-based investment firm that focuses on identifying transformational and disruptive
innovations in biopharmaceutical and medical technologies. As a leading partner of industry and academia, RTW utilizes deep scientific expertise and a rigorous and comprehensive process to support emerging medical therapies. For further information
about RTW, please visit
www.rtwfunds.com
.
About Immunovant, Inc.
Immunovant is a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. Immunovant is developing
IMVT-1401, a novel, fully human anti-FcRn monoclonal antibody, as a subcutaneous injection for the treatment of autoimmune diseases mediated by pathogenic IgG antibodies.
About Roivant
Roivant Sciences aims to improve health by
rapidly delivering innovative medicines and technologies to patients. Roivant does this by building Vants - nimble, entrepreneurial biotech, and healthcare technology companies with a unique approach to sourcing talent, aligning incentives, and
deploying technology to drive greater efficiency in R&D and commercialization. For further information about Roivant, please visit
www.roivant.com
.
Advisors
Chardan acted as HSAC's lead M&A and
capital markets advisor. Leerink served as advisor to Immunovant. Loeb & Loeb represented HSAC on legal matters. Cooley LLP represented Immunovant on legal matters.
2
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "may", "will", "expect", "seek", "plan", "potential", "anticipate", "estimate", "intend", and
similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are intended to identify forward-looking statements. These statements include those related to the timing, progress and reporting of
results of Immunovant's ongoing clinical trials of IMVT-1401, the potential benefits or advantages of IMVT-1401, and Immunovant's plans to use the proceeds from the transaction to advance its IMVT-1401 pipeline programs for Graves'
ophthalmopathy, myasthenia gravis, and warm autoimmune hemolytic anemia and ability to fund its clinical programs. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied
by such forward-looking statements. The product candidates that Immunovant develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all. In addition, clinical trials may not
confirm any safety, potency or other product characteristics described or assumed in this press release. In addition, such product candidates may not be beneficial to patients, or even if approved by regulatory authorities, successfully
commercialized. The failure to meet expectations with respect to any of the foregoing matters may have a negative effect on Immunovant's stock price. Additional information concerning these and other risk factors affecting Immunovant's
business can be found in HSAC's definitive proxy statement, dated November 27, 2019, related to the transaction as filed with the Securities and Exchange Commission and is available at www.sec.gov. These forward-looking statements are
not guarantees of future performance and speak only as of the date hereof, and, except as required by law, Immunovant disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
A further list and description of risks and uncertainties can be found in HSAC's definitive proxy statement on Schedule 14A that was filed with the SEC
other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to HSAC and Immunovant and speaks
only as of the date on which it is made. HSAC and Immunovant undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise, except as required by law.
Disclaimer
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
3
Contacts:
Pam Connealy
Chief Financial Officer
Immunovant, Inc.
info@immunovant.com
Stephanie A. Sirota
Vice President of Corporate Strategy and
Corporate Communications
Health Sciences Acquisitions Corporation
hsac@rtwfunds.com
4

text: Immunovant Sciences Ltd.

text: Immunovant, Inc.

text: Immunovant, Inc.

label: fund

text: RTW Investments, LP

text: Immunovant Sciences Ltd.

text: Immunovant, Inc.

text: RTW Investments, LP

text: Naveen Yalamanchi

text: RTW Investments, LP

text: RTW Investments, LP

text:
RTW
Investments, LP

text: RTW Investments, LP

text: Immunovant, Inc.

text: Chardan

text: Leerink

text: Loeb & Loeb

text: Cooley LLP

text: Pam Connealy

text: Immunovant, Inc.

text: Stephanie A. Sirota


dataset: buster

text:
EX-99.13
6
ex9913.htm
EXHIBIT 99.13
Ex 99.13
Exhibit 99.13
FIRST AMENDMENT TO SUBLEASE AGREEMENT
This First Amendment to Sublease Agreement (this "First Amendment") is made as of the 25th day of February, 2015 by and among NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company ("Prime Landlord"), NORTHRIDGE HC&R NURSING, LLC, a Georgia limited liability company ("Landlord") and HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC, a Delaware limited liability company ("Tenant").
RECITALS
A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 (the "Lease"). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.
B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Prime Landlord, Landlord and Tenant, intending to be legally bound, hereby agree as follows:
1.Recitals Incorporated: Certain Defined Terms. The recitals set forth above are incorporated into this First Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1. Capitalized terms that are not otherwise defined in this First Amendment shall have the same meanings ascribed to such terms in the Lease.
2.Amendments.
a.
Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:
"Term. The "Term" of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A "Lease Year" is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the "Initial Term" commences on April 1, 2015 (the "Commencement Date") and ends on the last day of the sixtieth (60th) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years ("Renewal Term") if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a "Renewal Notice" indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the "Exercise Date"), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, "Termination Date" shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term".
b.
Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:
"Conditions Precedent.
2.1 Landlord's Conditions Precedent. The duties and obligations of Landlord pursuant to the terms of this Lease are and shall expressly be conditioned upon the following (the "Conditions Precedent"), which may be waived, in whole or in part, by Landlord in writing:
(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;
(b) Receipt by Tenant and all Related Lease Affiliates of adequate assurances that all licenses and other approvals required by the State of Arkansas to operate the Facility and all Related Facilities will be granted effective as of April 1, 2015;
(c) Approval of this Lease by the Facility Mortgagee; and
(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.
2.2 Tenant's Conditions Precedent. The duties and obligations of Tenant pursuant to the terms of this Lease are and shall expressly be conditioned upon the following Conditions Precedent, which may be waived in whole or in part, by Tenant in writing:
(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;
(b) Receipt by Tenant and all Related Lease Affiliates of adequate assurances that all licenses and other approvals required by the State of Arkansas to operate the Facility and all Related Facilities will be granted effective as of April 1, 2015;
(c) Approval of this Lease by the Facility Mortgagee;
(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;
(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit "I" attached hereto; and
(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.
2.3 Failure of Conditions. If the Conditions Precedent shall not have been satisfied or waived by March 31, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the "Termination Notice") delivered to the other party by March 31, 2015 (the "Failure of Conditions Termination Date"). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below) for the River Valley Facility to be included on Exhibit "E", the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio".
c.
The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:
"Rent. During the Term, Tenant shall pay in advance to Landlord on or before the 1st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before April 15, 2015) the following amounts as Rent (as defined below):"
3.No Other Changes. Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.
4.No Waiver. Neither the entering into of this First Amendment nor any provision set forth herein shall be construed to be a waiver of any condition to performance under or breach of the terms of the Lease.
5.Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.
6.Entire Agreement. This First Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
7.Authority. The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.
[signatures appear on following page]
IN WITNESS WHEREOF, the parties have duly caused this First Amendment to Sublease Agreement to be executed as of the day and year first written above.
PRIME LANDLORD:
NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC
a Georgia limited liability company
/s/ William McBride
Name: William McBride
Title: Manager
LANDLORD:
NORTHRIDGE HC&R NURSING, LLC
a Georgia limited liability company
/s/ William McBride
Name: William McBride
Title: Manager
TENANT:
HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC
a Delaware limited liability company
/s/ R. Denny Barnett
Name: R. Denny Barnett
Title: Chief Manager
1
729874

label: organization

text: NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC

text: NORTHRIDGE HC&R NURSING, LLC

text: NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC

text: NORTHRIDGE HC&R NURSING, LLC

source_dataset: expertai/BUSTER

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


text:
EX-99
2
ex99.txt
EXHIBIT 99
CONTACT: Ralph J. Vaclavik
President Casinos, Inc.
St. Louis, Missouri 63102
314-622-3018
FOR IMMEDIATE RELEASE
PRESIDENT CASINOS, INC.
COMPLETES SALE OF
PRESIDENT RIVERBOAT CASINO-MISSOURI, INC. STOCK
ST. LOUIS, MISSOURI, December 20, 2006 -- President Casinos, Inc.
(OTC:PREZQ.OB) announced that today it had completed the sale of the capital
stock of its St. Louis casino operations, President Riverboat Casino-Missouri,
Inc. to Pinnacle Entertainment, Inc. for approximately $31.5 million in cash,
subject to certain post-closing adjustments. President Riverboat
Casino-Missouri was a wholly-owned subsidiary of President Casinos, Inc. The
proceeds of the sale will be placed in a distribution trust to be distributed
in accordance with the bankruptcy reorganization plan previously confirmed by
the court for President Riverboat Casino-Missouri, Inc.
Following the sale of its St. Louis operations, President Casinos' remaining
assets consist primarily of cash and certain pending litigation claims.
President Casinos remains in bankruptcy reorganization proceedings under
Chapter 11 of the United States Bankruptcy Code. At this time, President
Casinos, Inc. has not determined whether it will liquidate or continue
operations in some form, or whether any assets will be available for
distribution to stockholders.
This press release may be deemed to contain forward-looking statements,
which are subject to change. These forward-looking statements may be impacted,
either positively or negatively by various factors. The forward-looking
statements are subject to numerous risks and uncertainties that could cause
actual results to differ materially from those expressed in or implied by the
statements herein. Additional information concerning potential factors that
could affect the Company's financial condition and results of operations are
included in the filings of the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 2006 and the Company's subsequent Report on
Form 10-Q for the quarters ended May 31, 2006 and August 31, 2006, all of
which risks are incorporated by reference into this press release.
# # #

label: person

text: Ralph J. Vaclavik

text: President Casinos, Inc.

text: PRESIDENT CASINOS, INC.

text: President Casinos, Inc.

text: Pinnacle Entertainment, Inc.

text: President Casinos, Inc.

text:
President
Casinos, Inc.


text:
EX-99.1
2
a15-8386_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
4/01/15
Carlisle Completes Purchase of Finishing Brands Business from Graco Inc.
CHARLOTTE, NORTH CAROLINA, April 1, 2015 - Carlisle Companies Incorporated (NYSE:CSL) announced today that it has completed the purchase from Graco Inc. (NYSE:GGG) and its subsidiary, Finishing Brands Holdings Inc. of their held separate finishing business assets ("Finishing Brands"), pursuant to the previously announced purchase agreement with Graco for $590 million in an all-cash transaction.
With annual sales of approximately $275 million, Finishing Brands is a global manufacturer and supplier of finishing equipment and systems serving diverse end markets for paints and coatings, including OE automotive, automotive refinishing, aerospace, agriculture, construction, marine, rail and other industrial applications. The business operates from 26 locations in seven countries. Finishing Brands manufactures and sells products under the well-known brand names of Binks®, DeVilbiss®, Ransburg® and BGK®. The business is expected to be accretive to Carlisle in the first year. Finishing Brands is becoming a new reporting segment within Carlisle Companies named Carlisle Fluid Technologies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect", "foresee", "anticipate", "believe", "project", "should", "estimate", "will", "plans", "forecast" and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful integration and identification of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including
interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement.
About Carlisle Companies
Carlisle Companies Incorporated is a global diversified company that designs, manufactures and markets a wide range of products that serve a broad range of niche markets including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, foodservice, healthcare and sanitary maintenance. Through our group of decentralized operating companies led by entrepreneurial management teams, we bring innovative product solutions to solve the challenges facing our customers. Our worldwide team of employees, who generated $3.2 billion in net sales in 2014, is focused on continuously improving the value of the Carlisle brand by developing the best products, ensuring the highest quality and providing unequaled customer service in the many industries we serve. Learn more about Carlisle at www.carlisle.com.
CONTACT: Steven J. Ford
Vice President & Chief Financial Officer
Carlisle Companies Incorporated
(704) 501-1100
http://www.carlisle.com

text: Carlisle

text: Graco Inc.

text: Carlisle Companies Incorporated

text: Graco Inc.

text: Finishing Brands Holdings Inc.

text: Carlisle

text: Carlisle

text: Carlisle Companies Incorporated

text: Carlisle

text: Carlisle

text: Steven J. Ford

text: Carlisle Companies Incorporated


text:
EX-99.1
6
exhibit991-pressreleaseakd.htm
PRESS RELEASE
Exhibit
Exhibit 99.1
TESORO CORPORATION SELLS REMAINING ALASKA STORAGE AND TERMINALLING ASSETS TO TESORO LOGISTICS
SAN ANTONIO - September 16, 2016 - Tesoro Corporation (NYSE:TSO) and Tesoro Logistics LP (NYSE:TLLP) today announced that TLLP has closed the remaining portion of the acquisition of storage and terminalling assets in Alaska owned by subsidiaries of Tesoro. TLLP acquired the refined products terminals in Anchorage and Fairbanks, Alaska, for total consideration of $178 million, including $160 million of cash financed with borrowings on TLLP's revolving credit facility and $18 million of common and general partner units to Tesoro. The equity consideration was based on the average daily closing price of TLLP's common units for the 10 trading days prior to closing, or $47.05 per unit, with 358,712 units in the form of common units and 20,440 units in the form of general partner units.
"The acquired terminals build upon TLLP's logistics capabilities in the region and enable TLLP to provide a first class, full-service solution for customers in Alaska", said Greg Goff, Chairman and CEO.
Combined with the crude oil and refined product storage portion of the transaction which closed on July 1, 2016, the total acquisition price was $444 million, which includes cash of $400 million and the issuance of common and general partner units to Tesoro, valued at approximately $44 million.
ABOUT TESORO CORPORATION
Tesoro Corporation, a Fortune 100 company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of over 895,000 barrels per day and ownership in a logistics business, which includes an interest in Tesoro Logistics LP (NYSE: TLLP) and ownership of its general partner. Tesoro's retail-marketing system includes over 2,400 retail stations under the ARCO®, Shell®, Exxon®, Mobil®, USA GasolineTM, RebelTM and Tesoro® brands.
This press release contains certain statements that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to, among other things: the expectation that the acquired terminals will enable TLLP to provide a first class, full-service solution for our customers in Alaska. For more information concerning factors that could affect these statements, see the respective annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K for Tesoro Corporation and Tesoro Logistics LP, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.
Contact:
Investors:
Sam Ramraj, Vice President, Investor Relations, (210) 626-4757
Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702

text: TESORO CORPORATION

text: TESORO LOGISTICS

text: Tesoro Corporation

text: Tesoro Logistics

text: TLLP

text: TLLP

text: TLLP

text: TLLP

text: TLLP

text: TLLP

text: TLLP

text: Greg Goff

text: TESORO CORPORATION

text: Tesoro Corporation

text: Tesoro Logistics

text: TLLP

text: TLLP

text: Tesoro Corporation

text: Tesoro Logistics

text: Sam Ramraj


text:
EX-99.1
2
a4711778ex991.txt
PRESS RELEASE
EXHIBIT 99.1
DPAC Technologies Completes Closure of Previously Announced
Sale of Memory Stacking Product Line
GARDEN GROVE, Calif.--(BUSINESS WIRE)--Sept. 1, 2004--DPAC
Technologies (NASDAQ:DPAC)
-- DPAC focused exclusively on Airborne(TM) Wireless products
-- Completes production of close-out orders for LP Stacking
technology
-- Reduces work force by 13, including CFO William M. Stowell
-- Steve Vukadinovich, DPAC's Controller for the past four years,
is appointed CFO
-- DPAC places excess manufacturing space up for sub-lease
consideration as well as placing memory stacking equipment for
sale
DPAC Technologies (NASDAQ:DPAC) announced today that DPAC is now
exclusively focused on its Airborne(TM) wireless connectivity business
for OEMs. The intellectual property related to memory stacking was
sold to Staktek, Inc. in June of this year. The company has been
producing and shipping final close-out orders from its historical
customers for these products as provided under the intellectual
property sale agreement with Staktek related to DPAC's LP Memory
Stacking product line. DPAC has now completed the final production
orders. With the closure of the manufacturing operation, DPAC reduced
its work force by 13 people. The reduction in force includes William
Stowell, DPAC's Chief Financial Officer. Bill will be replaced as CFO
by Steve Vukadinovich, DPAC's Controller for the past four years.
"We thank Bill for seventeen years of dedicated and effective
leadership to DPAC as the CFO and we wish him the very best of luck in
his future endeavors", said Kim Early, DPAC's CEO.
In connection with the closedown of its memory stacking
operations, DPAC expects to incur a one-time charge totaling
approximately $588,000 that will affect the results of operations for
its second fiscal quarter ending August 31, 2004. The charges reflect
costs for severance expense related to the reduction in personnel.
This charge will be offset by the sale of the stacking patents to
Staktek for $670,000.
"The completion of this action marks a significant milestone in
the transformation of DPAC from a shrinking provider of memory
stacking services into a participant in the rapidly growing market for
wireless communications for OEMs in the machine-to-machine world. Over
the past twelve months we have wound up the stacking business,
recruited a motivated and talented wireless team, developed a solid
flow of OEM customers, and hopefully put ourselves in position to
benefit from the potential of a large and fast growing market", said
Early. "We will be focused on supporting our customers in the
completion of their designs, transitioning those customers to
production volumes and demonstrating our ability to build a growing
profitable business for our shareholders".
About DPAC Technologies
Located in Garden Grove, California, DPAC Technologies provides
embedded wireless networking and connectivity products for
machine-to-machine communication applications. DPAC's wireless
products are used by major OEMs in the transportation, instrumentation
and industrial control, homeland security, medical diagnostics and
logistics markets to provide remote data collection and control. The
Company's web site address is http://www.dpactech.com.
Forward-Looking Statements
This press release includes forward-looking statements, including
statements regarding technology development and business plans, all of
which are subject to material change, uncertainties and risks. Every
statement herein that is not historic in nature is a forward-looking
statement for purposes of the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements involve
risks and uncertainties, and therefore actual results may differ
materially from those set forth in or underlying these statements.
Factors that may materially affect DPAC's business include, but are
not limited to, competition from similar technologies and products,
rapid changes in competing technology standards, the uncertainties
related to obtaining patents pursuant to our current and future patent
applications, challenges in identifying and capitalizing on business
opportunities, difficulties protecting technology or proprietary
rights, risks of litigation, risks related to potential de-listing
from the Nasdaq Small Cap Market, and risks and uncertainties due to
general market and economic conditions. Please refer to the additional
information about the risks and challenges faced by DPAC Technologies
Corp. as contained in the Securities and Exchange Commission filings
made by the DPAC Technologies Corp. on Form 10-K, 10-Q and 8-K. DPAC
Technologies Corp. specifically disclaims any obligation to update or
revise any forward-looking statements whether as a result of new
information, future developments or otherwise.
CONTACT: DPAC Technologies
Kim Early, 714-898-0007
Kim.Early@dpactech.com
or
Steve Vukadinovich, 714-898-0007
Stephen.vukadinovich@dpactech.com
www.dpactech.com

text: DPAC Technologies

text: DPAC Technologies

text: Staktek, Inc.

text: DPAC Technologies

text: DPAC Technologies

text: DPAC Technologies

text: DPAC Technologies

text:
DPAC
Technologies

text: DPAC Technologies


text:
EX-99.1
2
a10-3966_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Kyle
Stults
Investor
Relations
(410)
740-0081
Martek
Closes on Purchase of Amerifit Brands, Inc.
COLUMBIA,
Md.
-
February 12, 2010 -
Martek Biosciences
Corporation (NASDAQ: MATK) announced today that it has completed the purchase
of Amerifit Brands, Inc. from Charterhouse Group, Inc. in an all-cash
transaction valued at approximately $200 million. The acquisition was previously announced January 21,
2010.
Amerifit
Brands develops, markets and distributes branded consumer health and wellness
products focused on women's and digestive health benefits. Amerifit holds
leading brand positions in all of its key product categories, and its products
are sold in most major mass, club, drug, grocery and specialty stores. Amerifit's
key products include: Culturelle®, a leading probiotic supplement; AZO®, the
leading OTC brand addressing symptom relief, detection and prevention of
urinary tract infections; and ESTROVEN®, the leading all-natural nutritional supplement
brand addressing the symptoms of menopause.
Safe
Harbor Statement
This
press release contains forward-looking statements that are based upon numerous
assumptions that Martek cannot control and involve risks and uncertainties that
could cause actual results to differ, including the possibility that the
acquisition may not achieve its anticipated benefits, and may not be completed
as scheduled or at all. These statements should be understood in light of the
risk factors set forth in the Company's filings with the SEC.
About
Martek Biosciences
Martek
Biosciences Corporation is a leader in the innovation and development of
omega-3 DHA products that promote health and wellness through every stage of
life. The Company produces
life'sDHA
™, a
vegetarian source of the omega-3 fatty acid DHA (docosahexaenoic acid), for use
in foods, infant formula and supplements, and
life'sARA
™
(arachidonic acid), an omega-6 fatty acid, for use in infant formula. For more
information on Martek Biosciences, visit http://www.martek.com.

text: Martek

text: Amerifit Brands, Inc.

text:
Martek Biosciences
Corporation

text: Amerifit Brands, Inc.

text: Charterhouse Group, Inc.

text: Martek

text:
Martek
Biosciences Corporation


text:
EX-99.1
7
d75342dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
October 2, 2020 - FOR IMMEDIATE RELEASE
Morgan Stanley Closes Acquisition of E*TRADE
NEW YORK
& ARLINGTON
- Morgan Stanley (NYSE: MS) announced today that it has completed the acquisition of E*TRADE Financial Corporation (E*TRADE) in an
all-stock
transaction. E*TRADE common stockholders are entitled to
receive 1.0432 Morgan Stanley common shares for each E*TRADE common share.
"The addition of E*TRADE positions us as an industry leader in Wealth
Management across all channels and segments, and significantly increases the scale and breadth of our Wealth Management franchise, which now oversees $3.3 trillion in assets", said James P. Gorman, Chairman and Chief Executive Officer of Morgan
Stanley. "E*TRADE has built a
best-in-class,
direct-to-consumer digital channel and a strong brand over the past 38 years. The addition of their premier offering
will provide enhanced capabilities to all our clients and Financial Advisors".
Michael Pizzi, CEO of E*TRADE, joins Morgan Stanley and will lead
E*TRADE's
direct-to-consumer,
digital self-directed business that will operate under the E*TRADE brand, and will
co-lead
the
equity administration business. He also joins the Morgan Stanley Operating and Management Committees.
In addition, today Shelley Leibowitz, one of
E*TRADE's independent directors, has joined the Morgan Stanley Board of Directors. "Ms. Leibowitz brings a wealth of financial technology and management expertise. We welcome her to the Board and look forward to working with
her", said Ray Wilkins, Chair of the Board's Nominating and Governance Committee.
Morgan Stanley is a leading global financial services firm
providing investment banking, securities, wealth management and investment management services. With offices in more than 41 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and
individuals. For further information about Morgan Stanley, please visit www.morganstanley.com.
This press release may contain forward-looking statements,
including the attainment of certain financial and other targets, objectives and goals. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect
management's current estimates, projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. Morgan Stanley does not undertake any
obligation to update any forward-looking statements. For a discussion of risks and uncertainties that may affect the future results of the Firm, please see "Forward-Looking Statements" immediately preceding Part I, Item 1,
"Competition" and "Supervision and Regulation" in Part I, Item 1, "Risk Factors" in Part I, Item 1A, "Legal Proceedings" in Part I, Item 3, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A in the Firm's Annual Report on Form
10-K
for the year ended December 31, 2019 and other items throughout the Form
10-K,
the Firm's Quarterly Reports on Form
10-Q
and the Firm's Current Reports on Form
8-K,
including the Current Report filed with the SEC on April 16, 2020 and the additional risk factors under
"Risk Factors" in the Registration Statement on Form
S-4
filed with the SEC on April 17, 2020, as amended.
# # #
Note to Editors:
Shelley B. Leibowitz
Shelley B. Leibowitz was on the Board of
Directors at E*TRADE from December 2014 to September 2020.
Ms. Leibowitz is President of SL Advisory, a firm she founded in 2016 that focuses on
technology strategy, digital transformation, IT portfolio and risk management, information security, performance metrics, and governance. From 2009 through 2012, Ms. Leibowitz served as Group Chief Information Officer for the World Bank, where she
was responsible for the technology services and capabilities that underlie the work of delivering quality knowledge and financing products to the Bank Group's clients across the globe. Ms. Leibowitz managed the Bank Group's cybersecurity
program and served as a member of the Bank Group's Pension Investment Committee. Previously, Ms. Leibowitz held Chief Information Officer positions at Morgan Stanley, Greenwich Capital Markets and Barclays Capital.
In prior years, Ms. Leibowitz served on the board of Endgame, foremost provider of cybersecurity capabilities to the U.S. intelligence and defense
communities, acquired by Elastic NV in 2019, and on the board of Alliance Bernstein Holding LP, where she served on the Audit and Risk Committee. Ms. Leibowitz is currently on the board of directors of Massachusetts Mutual Life Insurance Company,
where she serves on the Investment Committee and the Technology & Governance Committee. She is also a member of the Council on Foreign Relations and on the Visiting Committee of the Center for Development Economics at Williams College. Ms.
Leibowitz is a Board Leadership Fellow at the National Association of Corporate Directors, where she is a frequent speaker and has achieved Directorship Certification and the CERT Certificate in Cybersecurity Oversight.
Ms. Leibowitz graduated Phi Beta Kappa from Williams College with a BA in Mathematics.

text: Morgan Stanley

text: E*TRADE

text: Morgan Stanley

text: E*TRADE Financial Corporation

text: E*TRADE

text: E*TRADE

text: Morgan Stanley

text: E*TRADE

text: E*TRADE

text: James P. Gorman

text:
Morgan
Stanley

text: E*TRADE

text: Michael Pizzi

text: E*TRADE

text: Morgan Stanley

text: E*TRADE

text: E*TRADE

text: Morgan Stanley

text: E*TRADE

text: Morgan Stanley

text: Ray Wilkins

text: Morgan Stanley

text: Morgan Stanley

text: Morgan Stanley

text: E*TRADE

text: Morgan Stanley


text:
EX-99.1
2
exhibit991pressrelease.htm
PRESS RELEASE, DATED JULY 17, 2015
Converted by EDGARwiz
TANARIS POWER HOLDINGS INC ("Tanaris") (
TPHX) is pleased to announce the signing of an option agreement for the acquisition of 8 hardrock lithium properties in Quebec, Canada. The properties are located in Quebec's two major lithium pegmatite districts and are centered on eight official occurrences listed in the government database of mineral occurrences. These properties are located in Quebec's vast territory where the only hardrock lithium production was ever implemented in North America.
Quebec is well-known for its lithium potential where there are currently over five different deposits that are advancing towards commercial production. One of these being a former Quebec mine where lithium was produced until 1966 and is again being readied for commercial production. The Quebec lithium is located in the Abitibi region, one of the two lithium districts in the province. The other district known as the James Bay region, is host to several more deposits namely the Whabouchi deposit. A positive feasibility study was recently completed on the deposit and the company is currently seeking funding to further advance these properties.
According to government records, each of Tanaris' occurrences is found in association with granitic pegmatite, the common host rock in which the lithium-bearing mineral spodumene is found. Pegmatites occur in clusters and several new pegmatites could eventually be found on each property through exploration. The properties cover an area of approximately 1150 hectares covering highly prospective geology. Historical data point to grades of up to 0.8% LiO2 which compares favourably to the cut-off grades used for the feasibility at the two most advanced projects.
On a corporate update, on February 6, 2015, the Company entered into a Stock Purchase Agreement with Tanaris Power, Inc., a privately held Nevada corporation and its sole shareholder. The Company has paid $250,000 of the $350,000 per the terms of that Agreement, and is presently negotiating an extension for the balance of the payment.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this document regarding the intentions, the expected timetable for completing any transaction, and any other statements about Tanaris Power Holdings, Inc. managements' future expectations, beliefs, goals, plans, or prospects constitute forward-looking statements. Any statements that are not
statements of historical fact (including statements containing the words "believes", "plans", "anticipates", "expects", and similar expressions) should also be considered to be forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and the issuer of the press release assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the issuer of this press release believes that any beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations, or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in the company's annual report on Form 10-K for the most recent fiscal year, the quarterly reports on Form 10-Q, and other periodic reports filed from time to time with the Securities and Exchange Commission document regarding the intentions, the expected timetable for completing any transaction, benefits and synergies of any transaction, future opportunities for the company, expectations regarding the value and benefits of any transaction and any other statements about Tanaris Power Holdings, Inc.'s management's future expectations, beliefs, goals, plans, or prospects that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements that are not statements of historical fact (including statements containing the words "believes", "plans", "anticipates", "expects", and similar expressions) should also be considered to be forward-looking statements. Except as required by applicable law, Tanaris Power Holdings, Inc. disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
Contact:
Tanaris Power Holdings Inc
www.tanarispowerholdings.com

text: TANARIS POWER HOLDINGS INC

text: Tanaris Power Holdings Inc


text:
EX-99.3
6
d318042dex993.htm
EX-99.3
EX-99.3
EXHIBIT 99.3
February 15, 2022
VIA CERTIFIED MAIL
Continental Stock
Transfer & Trust Company
1 State Street, 30
th
Floor
New York, NY 10004
Attention: Compliance Department
Re:
Warrants
Ladies and Gentlemen:
Reference is made to (a) the Warrant Agreement dated as of September 6, 2018, by and between PAE Incorporated, a Delaware corporation
(f/k/a Gores Holdings III, Inc.) (the "
Company
"), and Continental Stock Transfer & Trust Company, a New York corporation, as the warrant agent (the "
Warrant Agent
") (as amended, restated or otherwise
modified from time to time, the "
Warrant Agreement
"), and (b) the Agreement and Plan of Merger dated as of October 25, 2021, by and among the Company, Amentum Government Services Holdings LLC, a Delaware limited liability
company and Pinnacle Virginia Merger Sub Inc., a Delaware corporation (as amended, restated or otherwise modified from time to time, the "
Merger Agreement
"). Capitalized terms used but not otherwise defined in this notice shall have
the meanings ascribed thereto in the Warrant Agreement.
Pursuant to Sections 4.4 and 4.5 of the Warrant Agreement, the Company hereby
provides notice of the following (including calculations of the Warrant Prices for the Private Placement Warrants and Public Warrants during the Special Exercise Period (as defined below), which shall be $7.73 and $7.99 respectively, and after the
end of the Special Exercise Period, which shall be $11.50):
1.
The Effective Time (as defined in the Merger Agreement) of the Merger (as defined in the Merger Agreement) was
8:00 a.m. Eastern time on February 15, 2022.
2.
The Merger constitutes an Alternative Issuance. Accordingly, following the Effective Time, (a) no shares
of Common Stock shall be purchasable pursuant to the Warrants and (b) each holder of a Warrant shall be entitled to receive, upon proper exercise of such Warrant and the payment of the Warrant Price in cash, the amount of $10.05 in cash per
Warrant (the "
Warrant Payment
");
provided
that if any Registered Holder properly exercises a Warrant during the period beginning on February 15, 2022, and ending on and including March 17, 2022 (such
period, the "
Special
Exercise Period
"), the Warrant Price shall be adjusted as contemplated by Section 4.4 of the Warrant Agreement.
3.
Pursuant to Section 4.4 of the Warrant Agreement, until the end of the Special Exercise Period, the
Warrant Price is reduced by an amount (in dollars) equal to the difference of (a) $11.50 (which constitutes the Warrant Price in effect on the trading day immediately prior to such reduction)
minus
(b)(i) $10.05 (which constitutes the Per
Share Consideration)
minus
(ii) the applicable Black-Scholes Warrant Value.
7799 Leesburg Pike, Suite 300
North, Falls Church, Virginia 22043, www.pae.com
4.
The Black-Scholes Warrant Value was calculated for each Private Placement Warrant and Public Warrant in
accordance with the terms of the Warrant Agreement and the terms set forth below:
Term
Private Placement
Warrants
Public Warrants
Reference Date
February 14, 2022 (the trading day immediately prior to the Effective Time)
Same as per the Private Placement Warrants
Price of Each Share of Common Stock
(10-day
VWAP for the period ended on the Reference Date)
$10.0313
Same as per the Private Placement Warrants
Assumed Volatility
Calculated using the
90-day
volatility obtained from the HVT function on Bloomberg determined as of October 22, 2021 (the trading day immediately prior to the day of the Company's
announcement of the Merger Agreement)
Same as per the Private Placement Warrants
Assumed Risk-Free Interest Rate
Calculated using the Graph Curve (GC) function on Bloomberg and the U.S. Treasury Actives Curve rate using the Interpolate Curves tool for the Expiration Date (February 10, 2025)
Same as per the Private Placement Warrants
Option Pricing via the Bloomberg OVME Calculator
Regular American call input using the other inputs derived in accordance with the other terms of this notice, the Expiration Date (February 10, 2025) and a buy/strike price of $11.50 (value display in "price total")
Capped American call input using a call cap of $18.00, the other inputs derived in accordance with the other terms of this notice, the Expiration Date (February 10, 2025) and a buy/strike price of $11.50 (value display in
"price total")
2
5.
Accordingly, until the end of the Special Exercise Period, the Warrant Price for the Public Warrants is $7.99
and the Warrant Price for the Private Placement Warrants is $7.73.
Any holder that purports to exercise a Private Placement Warrant during the Special Exercise Period and pays the corresponding Warrant Price with respect thereto must also provide
evidence acceptable to the Warrant Agent that (a)
such Warrant is a Private Placement Warrant and (b)
such holder is entitled to receive the Warrant Price with respect thereto. The failure of any such holder to
comply with the requirements of this notice may result in a failure to properly exercise the applicable Warrants prior to the expiration of the Special Exercise Period.
After the end of the Special Exercise Period, the Warrant Price for the
Public Warrants and the Private Placement Warrants shall be $11.50.
The Company hereby requests that upon receipt of
this notice the Warrant Agent promptly provides a copy of this notice in writing to each holder of a Warrant on behalf of the Company in accordance with Section 4.5 of the Warrant Agreement, with such further notices confirmed by the Warrant
Agent to the Company in writing.
Each holder of Warrants is encouraged to contact its advisors if it has any questions regarding the exercise of its Warrants
. The Warrant Payment shall be made by the Warrant Agent as soon as practicable
following the proper exercise of the Warrant, the payment of the Warrant Price in cash, the satisfaction of any additional actions reasonably requested by the Warrant Agent and the Warrant Agent's review of any other materials required to be
submitted hereunder or otherwise.
This notice shall be governed in all respects by the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[Signature
page follows]
3
PAE INCORPORATED,
By:
/s/ Paul W. Cobb, Jr.
Name: Paul W. Cobb, Jr.
Title:
Executive Vice President, General Counsel and Secretary

text: PAE Incorporated

text: Pinnacle Virginia Merger Sub Inc.

text: PAE INCORPORATED


text:
EX-99.1
9
a08-18171_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR
IMMEDIATE RELEASE
Cellu Tissue Holdings, Inc. Completes Acquisition of
Converting Operations of Atlantic Paper & Foil
Alpharetta,
Ga. - July 2, 2008-
Cellu Tissue Holdings, Inc. ("Cellu
Tissue") announced today its acquisition of the Hauppague, New York and
Thomaston, Georgia tissue converting operations of Atlantic Paper &
Foil (AP&F).
Russell
C. Taylor, President and Chief Executive Officer of Cellu Tissue, commented: "The
combination of Cellu Tissue and AP&F creates a company with the scale and
resources to deliver industry - leading machine-glazed & tissue hard
roll products and services, as well as addresses the rapidly expanding private
label retail and away-from-home converted tissue markets".
The
acquisition, which closed today, was financed primarily with borrowings under
Cellu Tissue's existing credit facility, which was amended in connection with
the acquisition, proceeds from newly issued bonds and an equity investment by Weston
Presidio, the controlling shareholder of the Company's ultimate parent company.
JPMorgan
is acting as placement agent for portions of the debt financing. Ropes & Gray LLP served as legal advisor
to Cellu Tissue and Skadden, Arps, Slate, Meagher & Flom LLP and Steve
Cohn PC served as legal advisors to AP&F.
AP&F
is a privately held manufacturing corporation founded in 1990. The Company, headquartered in Hauppauge, New
York, is a non-integrated converter of tissue products and foam for the retail
and away-from-home markets, with manufacturing facilities in New York and
Georgia.
Cellu
Tissue manufactures and markets a variety of specialty tissue hard rolls and
machine-glazed paper used in the manufacture of various end products, including
diapers, facial and bath tissue, assorted paper towels and food wraps.
The statements contained in this
release that are not purely historical are forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended including statements regarding the effects of the acquisition. Readers are cautioned not to place undue
reliance on these forward-looking statements and any such forward-looking
statements are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements included in this document
are based upon information available to Cellu Tissue as of the date hereof, and
Cellu Tissue assumes no obligation to update any such forward-looking
statement. Cellu Tissue cautions you that any forward looking information is
based on current expectations and
involve a number of assumptions, risks and uncertainties that could cause the
actual results to differ materially from such forward-looking statements. Factors
that may affect the business or financial results of Cellu Tissue are described
in Cellu Tissue's filings with the SEC, including in its annual report on Form 10-K
for the fiscal year ended February 29, 2008.
* * * * *

text: Cellu Tissue Holdings, Inc.

text: Atlantic Paper & Foil

text: Cellu Tissue Holdings, Inc.

text:
Atlantic Paper &
Foil

text:
Russell
C. Taylor

text: JPMorgan

text: Ropes & Gray LLP

text:
Steve
Cohn PC


text:
EX-99.1
3
v062097_ex99-1.htm
Rancher
Energy Completes Acquisition of
Highly
Prospective Big Muddy Oil Field
DENVER,
CO - January 8, 2007 - Rancher Energy Corp. (OTC BB:RNCH.OB
-
News)
("Rancher Energy" or the "Company") is pleased to announce that it has closed
the acquisition of the Big Muddy oil field in Wyoming's hydrocarbon-rich Powder
River Basin. Rancher Energy has successfully acquired a 100% working interest
(approximately 80% net revenue interest) in an approximately 8,500 acres field
for a purchase price of $25,000,000. The newly acquired Big Muddy field features
existing production of about 60 barrels per day as well as excellent potential
for enhanced oil recovery (EOR) using carbon dioxide (CO2) injection.
The
Big
Muddy field is located in Converse County, Wyoming along the South bank of
the
North Platt River some 18 miles east of Casper, Wyoming and 2-1/2 miles west
of
Glenrock, Wyoming. It was discovered in 1916 and originally operated by Conoco.
It has produced approximately 52 million barrels of oil (MMBO) from several
producing zones including the Wall Creek, Stray, Shannon, Dakota, Lakota, Muddy
and Niobrara formations-with 32 MMBO produced from the Wall Creek formation
alone. In 1919, nearly 10,000 barrels of oil per day were produced from the
field, making the Big Muddy field the second most prolific field in the State
of
Wyoming, after the Salt Creek field, some 50 miles to the north, which
is
currently benefiting from a successful CO2 injection program by the Anadarko
Petroleum Corporation. Prior
to
closing the acquisition Rancher Energy contracted with Environmental Resources
Management ("ERM"), a global leader in environmental consulting services, to
conduct an environmental review of the field. On September 1, 2006, ERM
delivered the report revealing no material environmental problems.
This
new
acquisition significantly increases Rancher Energy's presence in the Powder
River Basin. The Company also holds interests in the South Glenrock B field
of
approximately 7,070 acres and the Cole Creek South field of approximately 2,080
acres. All three fields hold excellent
potential for EOR using CO2 injection.
"We
are
thrilled to add the Big Muddy Field to Rancher Energy's growing roster of high
potential, low risk oil plays in the Powder River Basin", remarked John Works,
President & CEO of Rancher Energy. "Closing the Big Muddy field acquisition
is a tremendous accomplishment for our young company, one that adds existing
production as well as potential for developing a significant amount of remaining
oil. We believe this latest development is an excellent indicator of our
potential for growth and ability to execute on our objectives".
ABOUT
THE
COMPANY
Rancher
Energy Corp. focuses on the oil & gas sector by specializing in evaluating
older, historically productive fields in order to determine their potential
for
secondary and tertiary recovery. Management will determine the economics, and
where viable, proceed with development of the assets into producing wells.
Current high oil & gas prices alongside advances in technology make these
assets an attractive source of potentially recoverable oil & gas.
Forward-Looking
Statements:
This
press release includes forward-looking statements as determined by the U.S.
Securities and Exchange Commission (the "SEC"). All statements, other than
statements of historical facts, included in this press release that address
activities, events, or developments that the Company believes or anticipates
will or may occur in the future are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include the Company's ability to obtain additional financing to acquire
the three properties it has contracted to purchase in the Powder River Basin,
obtaining financing to construct pipeline and other infrastructure and for
other
operational and working capital purposes, the uncertainty of recovery factors
for the EOR projects, the volatility of oil prices, general economic and
business conditions, and other factors over which the Company has little or
no
control. The Company does not intend (and is not obligated) to update publicly
any forward-looking statements. The contents of this press release should be
considered in conjunction with the warnings and cautionary statements contained
in the Company's recent filings with the SEC.
ON
BEHALF
OF THE BOARD
Rancher
Energy Corp.
John
Works, President
Contact:
Investor
Relations Contact:
Great
Northwest Investor Relations Inc.
1-866-375-RNCH
(7624)
Visit
our
website at www.rancherenergy.com

text:
Rancher
Energy

text: Big Muddy Oil Field

text: Rancher Energy Corp.

text: Rancher Energy

text: Big Muddy oil field

text: Rancher Energy

text: Rancher Energy

text: Rancher Energy

text: Rancher Energy

text: John Works

text: Rancher Energy

text:
Rancher
Energy Corp.

text:
Rancher
Energy Corp.

text:
John
Works


text:
EX-99.1
5
a18-5262_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Select Medical and Dignity Health Announce Completion
of Transaction to Combine Concentra and U.S. HealthWorks
MECHANICSBURG, PA and SAN FRANCISCO, CA - February 1, 2018 - Select Medical Holdings Corporation ("Select Medical") (NYSE: SEM) and Dignity Health today announced the completion of the transaction to combine Concentra Group Holdings, LLC ("Concentra"), with U.S. HealthWorks, Inc. ("U.S. HealthWorks"), a subsidiary of Dignity Health Holdings Company ("DHHC"). Concentra has acquired all of the issued and outstanding shares of stock of U.S. HealthWorks from DHHC. Dignity Health owns a 20% equity interest in the combined entity holding Concentra and U.S. HealthWorks.
"This deal offers an exceptional opportunity to continue growing the Select Medical family of health care providers", said Robert A. Ortenzio, Executive Chairman and Co-Founder of Select Medical. "Occupational medicine continues to be an important segment of our portfolio and we are excited about the sustained growth of Concentra. The addition of U.S. HealthWorks to the Concentra organization will further solidify our leadership position in supporting the delivery of occupational medicine to America's workforce".
"We are excited to add U.S. HealthWorks' established practices to the Concentra organization, to further support and enhance the delivery of best-in-class occupational medicine and urgent care to communities and employer worksites nationwide", said Keith Newton, Chairman, President and Chief Executive Officer of Concentra. "This transaction presents a unique opportunity to bring together two leaders in our industry, resulting in accelerated advancements and enhanced clinical outcomes for patients and employers, ultimately setting a new standard for the support and delivery of occupational medicine".
Concentra will begin the process of integrating U.S. HealthWorks into its portfolio of medical centers and employer worksite clinics, with the combination helping to strengthen the delivery of care through greater access and standardization of best practices, while also improving health and wellness
services for employers and employees. The new organization will have over 60 years of combined history supporting and providing occupational medicine, and will be comprised of more than 700 medical centers and employer worksite clinics in 44 states, delivering services to more than 44,000 patients each day.
About Concentra
:
Concentra was formed through a joint venture between Select Medical Corporation, a wholly-owned subsidiary of Select Medical, Welsh, Carson, Anderson & Stowe XII, L.P., and other minority equity holders including Cressey & Company. For more information about Concentra, visit www.concentra.com.
About Select Medical
:
Select Medical began operations in 1997 and has grown to be one of the largest operators of long term acute care hospitals, inpatient rehabilitation facilities, outpatient rehabilitation clinics and occupational health centers in the United States based on the number of facilities. As of December 31, 2017, Select Medical operated 100 long term acute care hospitals in 27 states, 24 inpatient rehabilitation facilities in 10 states and 1,616 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical's joint venture subsidiary Concentra operated 312 occupational health centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At December 31, 2017, Select Medical had operations in 47 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.
About Dignity Health
:
Dignity Health is one of the nation's largest health care systems. As of June 30, 2017, Dignity Health operated more than 400 care centers, including hospitals, urgent and occupational care, imaging and surgery centers, home health, and primary care clinics in 22 states, through its network of more than 9,000 physicians and 63,000 employees. Headquartered in San Francisco, CA, Dignity Health is dedicated to providing compassionate, high-quality, and affordable patient-centered care with special attention to the poor and underserved. In its fiscal year ended June 30, 2017, Dignity Health provided $2.6 billion in charitable care and services. More information on Dignity Health is available at www.dignityhealth.org.
Forward-Looking Statements
:
Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are based on current information and belief, and are not guarantees of future performance. Among the risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements include factors discussed from time to time in our filings with the Securities and Exchange Commission, including factors discussed under the heading "Risk Factors" of the annual report on Form 10-K and subsequent Forms 10-Q. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.
Select investor inquiries
:
Joel T. Veit
Senior Vice President and Treasurer
Select Medical
ir@selectmedical.com
Dignity investor inquiries
:
Lisa Zuckerman
Senior Vice President Treasury & Strategic Investments
Dignity Health
Lisa.Zuckerman@DignityHealth.org
Media inquiries
:
Shelly Eckenroth
Vice President, Communications & Branding
Select Medical
seckenroth@selectmedical.com
Marie Kennedy
Vice President, Communications & Public Relations
Dignity Health
marie.kennedy@dignityhealth.org
SOURCE:
Select Medical Holdings Corporation
4714 Gettysburg Road
Mechanicsburg, PA 17055
NYSE Symbol: SEM

text: Concentra

text: U.S. HealthWorks

text: Concentra Group Holdings, LLC

text: Concentra

text: U.S. HealthWorks, Inc.

text: U.S. HealthWorks

text: DHHC

text: Concentra

text: U.S. HealthWorks

text: DHHC

text: Concentra

text: U.S. HealthWorks

text: Concentra

text: U.S. HealthWorks

text: Concentra

text: U.S. HealthWorks

text: Concentra

text: Keith Newton

text: Concentra

text: Concentra

text: U.S. HealthWorks

text: Concentra

text: Concentra

text: Concentra

text: Concentra

text: Concentra

text: Shelly Eckenroth

text: Marie Kennedy


text:
EX-99.1
5
a5344704ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit
99.1
CONTACT:
Gary
Blackford
President
and Chief Executive Officer
Universal
Hospital Services, Inc.
(952)
893-3250
Rex
Clevenger
Senior
Vice President and Chief Financial Officer
Universal
Hospital Services, Inc.
(952)
893-3254
February
26, 2007
UHS
to acquire biomedical services business of Intellamed
Universal
Hospital Services, Inc. ("UHS"), and Intellamed, Inc., ("Intellamed") announced
today that they have entered into a definitive agreement providing for the
purchase by UHS of the biomedical services assets of Intellamed.
Under
the
arrangement, more than 300 biomedical services customers located in 25 states
will become customers of UHS. The parties anticipate that they will collaborate
on future business opportunities, including Intellamed's internet based
equipment exchange.
Gary
Blackford, President and CEO of UHS commenting on the acquisition, stated
that
"This acquisition provides us with key additional technical capabilities.
We
welcome our new teammates and look forward to working with Intellamed to
bring
our mutual customers a broader array of offerings." David Hickson, CEO of
Intellamed stated: "We are excited about this transition for our stakeholders.
We know UHS will provide greater value for our customers and more opportunities
for our employees".
This
acquisition is expected to close during the second quarter of 2007, subject
to
obtaining third party consents and the satisfaction of customary closing
conditions.
Universal
Hospital Services, Inc. ("UHS")
is
a
leading, nationwide provider of medical equipment outsourcing and services
to
the health care industry. Its customers include national, regional and local
acute care hospitals, alternate site providers (such as nursing homes and
home
care providers) and medical equipment manufacturers. As a leading medical
equipment lifecycle services company, UHS designs and offers comprehensive
solutions for its customers that reduce costs, increase equipment and staff
productivity and support optimal patient care.
Intellamed,
Inc.
Located
in
Bryan, Texas, Intellamed provides resources for the procurement, support
and
final disposition of capital equipment for the health care industry.
Intellamed's products and services are being used in hundreds of medical
facilities throughout the nation. Their on-line auction site, Auctionmart™
(www.auctionmart.com), has become the industry leader in medical equipment
disposition. MedRFP® is an on-line RFP system for the purchase of new and
remanufactured equipment from over 150 Certified Remanufacturers and
Refurbishers.

text:
Gary
Blackford

text: UHS

text: UHS

text: UHS

text: UHS

text:
Gary
Blackford

text: UHS

text: David Hickson

text: UHS

text: UHS

text: UHS


text:
EX-99.1
3
ea133828ex99-1_arcimoto.htm
PRESS RELEASE DATED JANUARY 25, 2021
Exhibit 99.1
Arcimoto to Acquire Tilting Motor Works
Patented tilting trike technology will
serve as foundation for new Arcimoto products aimed at micromobility
Demonstrates company's commitment
to deliver high-quality three-wheel vehicles with top safety, stability and performance capabilities
EUGENE, Ore., Jan. 25, 2021
-
Arcimoto, Inc.® (NASDAQ: FUV), makers of affordable, practical, and joyful pure electric vehicles for everyday commuters and
fleets, announced today that it has reached an agreement to acquire Tilting Motor Works. Under the terms of the agreement, Arcimoto
will acquire the assets of Tilting Motor Works for a combination of cash and Arcimoto shares in the range of $9.25 million to
$10.25 million. The transaction, which is subject to customary closing conditions, is expected to close during the first quarter
of 2021.
Tilting Motor Works is the creator of
the TRiO™, the leading three-wheel conversion kit for touring motorcycles. The TRiO technology allows the rider to lean
naturally, maintaining performance and the thrill of the ride while increasing safety, stability and confidence. All TRiO kits
come standard with the TiltLock leveling system, allowing the bike to stand up by itself, eliminating the need to put your feet
down at lights or in stop-and-go traffic.
"I've been riding motorcycles
my whole life, and after my first ride on the TRiO, I was blown away by how naturally and intuitively this three wheeler leaned
into every turn", said Terry Becker, COO of Arcimoto. "This amazing technology manages to combine the added safety
and stability of a three-wheeler with the one-of-a-kind ride sensation of a two wheel bike".
"It's an honor to join forces
with Arcimoto, a true thought-leader in the three-wheel EV space", said Bob Mighell, founder and CEO of Tilting Motor Works,
who in 2013 broke the land-speed record for 3-wheeled motorcycles at the annual Motorcycle Speed Trials held at Bonneville Salt
Flats in Utah. "We will continue to build our TRiO kits that make motorcycles safer to ride, and we are thrilled to begin
development on new Arcimoto products that utilize our technology to create a better, more sustainable world".
"This acquisition is a springboard
for creating a whole new line of Arcimoto products aimed at true micromobility", said Mark Frohnmayer, Founder and CEO of
Arcimoto. "Bob and I have known each other for a long time as we have built complementary technology companies in the emerging
three-wheeled vehicle space. I'm very much looking forward to working with him and his team to go full tilt for ultra-efficient
transportation".
About Arcimoto, Inc.
Arcimoto (NASDAQ: FUV) develops and manufactures
ultra-efficient and affordable electric vehicles to help the world shift to a sustainable transportation system. Now available
to preorder customers in California, Oregon, Washington, and Florida, the Arcimoto FUV® is purpose-built for everyday driving,
transforming ordinary trips into pure-electric joyrides. Available for preorder, the Deliverator® and Rapid Responder™
provide last-mile delivery and emergency response functionality, respectively, at a fraction of the cost and environmental impact
of traditional gas-powered vehicles. Two additional concept prototypes built on the versatile Arcimoto platform are currently
in development: the Cameo™, aimed at the film and influencer industry; and the Roadster, designed to be the ultimate on-road
fun machine. Every Arcimoto vehicle is built at the Arcimoto Manufacturing Plant in Eugene, Oregon. For more information, please
visit Arcimoto.com.
Safe Harbor / Forward-Looking Statements
Except for historical information, all
of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions
or any other statements relating to our future activities or other future events or conditions. These statements are based on
current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict and include,
without limitation, our expectations as to vehicle deliveries, the establishment of our service and delivery network and our expected
rate of production. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which we file with
the SEC. In addition, such statements could be affected by risks and uncertainties related to, among other things: our ability
to manage the distribution channels for our products, including our ability to successfully implement our rental strategy, direct
to consumer distribution strategy and any additional distribution strategies we may deem appropriate; our ability to design, manufacture
and market vehicle models within projected timeframes given that a vehicle consists of several thousand unique items and we can
only go as fast as the slowest item; our inexperience to date in manufacturing vehicles at the high volumes that we anticipate;
our ability to maintain quality control over our vehicles and avoid material vehicle recalls; the number of reservations and cancellations
for our vehicles and our ability to deliver on those reservations; unforeseen or recurring operational problems at our facility,
or a catastrophic loss of our manufacturing facility; our dependence on our suppliers; changes in consumer demand for, and acceptance
of, our products: changes in the competitive environment, including adoption of technologies and products that compete with our
products; the overall strength and stability of general economic conditions and of the automotive industry more specifically;
changes in laws or regulations governing our business and operations; costs and risks associated with potential litigation; and
other risks described from time to time in periodic and current reports that we file with the SEC. Any forward-looking statements
speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake
any obligation to update any forward-looking statements.
Public Relations Contact:
Megan Kathman
(651) 785-3212
pr@arcimoto.com
Investor Relations Contact:
investor@arcimoto.com

text: Arcimoto

text: Tilting Motor Works

text: Arcimoto

text: Arcimoto, Inc.

text: Tilting Motor Works

text: Arcimoto

text: Tilting Motor Works

text: Arcimoto

text: Tilting Motor Works

text: Terry Becker

text: Arcimoto

text: Arcimoto

text: Bob Mighell

text: Tilting Motor Works

text: Arcimoto

text: Arcimoto

text: Mark Frohnmayer

text: Arcimoto

text: Arcimoto, Inc.

text: Arcimoto

text: Arcimoto

text: Arcimoto

text: Arcimoto

text: Arcimoto


text:
EX-99.1
4
ex99_1.htm
ENERGY HUNTER RESOURCES, INC.
Exhibit 99.1
ENERGY HUNTER RESOURCES, INC.
COMPLETES ALL STOCK TRANSACTION
WITH HOME TREASURE FINDERS, INC.
Denver,
CO - (BusinessWire)
December 2, 2019
-- Energy Hunter Resources, Inc., a privately-held
Dallas, Texas based energy producer, announced today that it has closed on an all-stock transaction with Home Treasure Finders,
Inc., (OTCPK: HMTF), a real estate company based in Denver, Colorado that leases warehouse space to hemp seed growers. Under the
terms of the transaction,
Home Treasure Finders will obtain approximately 91% of the currently outstanding shares of Energy
Hunter Resources and Energy Hunter will become a subsidiary of Home Treasure Finders. In exchange, the transferring
shareholders
of Energy Hunter Resources will receive 6,328,948 shares of fully-voting Series A Convertible Preferred Stock, which equates to
88% of the ownership of Home Treasure Finders
on a fully diluted, as-converted basis. Home Treasure Finders has filed an
application with FINRA to change its name to Generation Hemp, Inc. Pending final approval from FINRA, which management anticipates
receiving within 10 days of closing, a press release will be issued formally announcing the new name and ticker symbol.
As part of the transaction, Corey
Wiegand, who has been the President and sole Director of Home Treasure Finders, Inc. since its founding, has resigned from these
positions. He plans to focus his business career in the real estate industry. Gary C. Evans, current Chairman and Chief Executive
Officer of Energy Hunter, has taken the helm of the combined entity as Chairman of the Board of Directors and Chief Executive Officer.
Mr. Evans will begin immediate execution on all pending and planned initiatives.
Mr. Evans commented, "Today's
announcement solidifies our long anticipated transition to becoming a pure-play, publicly-traded U.S. Hemp company. In addition
to Generation Hemp's Denver, Colorado-based real estate asset under lease to a hemp seed company, our newly combined
1
company will seek to explore various
acquisition opportunities throughout the seed-to-sale value chain within the hemp industry. We believe that the new management
team's extensive acquisitive history, capital markets experience, combined with its knowledge within this exciting sector,
provide us with key competitive advantages for the consolidation opportunities we see ahead. At the same time, we will pursue an
eventual uplist to the NASDAQ Capital Markets Exchange which will further position us as one of the few pure-play, publicly-traded
U.S. Hemp companies on a major U.S. stock exchange".
Evans continued, "In conjunction
with the divestiture of our existing oil and gas assets, which we anticipate to be finalized during fiscal 2020, the Company will
begin execution on hemp sector acquisitions that have been thoroughly vetted over the past several months. Our shareholders should
be clear that we have no plans to participate in any form within the marijuana sector. We believe that opportunities in the hemp
sector are plentiful and that the benefits associated with cannabinoids have the potential to revolutionize entire industries,
including, but not limited to, nutrition, wellness, sleep, food, healthcare and beauty. Projected growth of CBD sales in the U.S.
are estimated to grow to over $2.7 billion in 2020 and to more than $8 billion by 2025".
"While many people are becoming
familiar with the benefits associated with CBD, CBG, CBN and other cannabinoids, we also see significant opportunities and upside
potential in the industrial hemp sector. Industrial hemp applications have already begun in some of our country's largest
industries including, lumber, textiles, plastics, automotive, home-building/installation and more. As mentioned, the Company is
exploring a number of shareholder-friendly acquisition opportunities throughout the industrial and non-industrial hemp value chain".
Corey Wiegand, founder
and outgoing President of Home Treasure Finder's Inc., added, "When I founded Home Treasure Finders in 2008 I had a
vision to build a successful real estate company. This vision took us down many paths, from multi-family projects, to single family
home transactions to commercial real estate ventures. But regardless of the project, the endeavor was always a labor of love. Therefore,
while my decision to merge Home Treasure Finders with Energy Hunter Resources, soon to be renamed Generation Hemp, Inc., was not
an easy one, I believe that it is in the best interest of our shareholders. I thank all of our clients and shareholders for their
support over the years and look forward to watching the combined company grow and prosper".
2
Transaction Highlights
·
Home Treasure Finders, Inc. completes
previously announced stock for stock transaction with Energy Hunter Resources, Inc.
·
The transferring Energy
Hunter Resources' shareholders now control 88%
of the voting
securities of HMTF on a fully-diluted, as-converted basis.
·
The transferring Energy Hunter Resources'
shareholders will receive a share of HMTF full voting Series A Convertible Preferred Stock for each share of Energy Hunter common
stock they own, convertible into 15.7 shares of HMTF's common stock. The Series A Convertible Preferred votes on an as-converted
basis.
·
HMTF has affected a corporate name change
to Generation Hemp, Inc.
·
Generation Hemp, Inc., subsequent to divesting
all of its oil and gas properties, which is anticipated to take place in fiscal 2020, plans to operate as a pure-play, Hemp-only
company.
·
Corey Wiegand, President of Home Treasure
Finders, Inc., has resigned as President and sole Director of the Company to focus his ongoing endeavors in the real estate industry.
·
Gary C. Evans, Chairman
and Chief Executive Officer of Energy Hunter Resources, has taken over those roles at Generation Hemp, Inc. as of the closing.
3
Forward Looking Statements
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "believes",
"expects", "anticipates", "intends", "plans", "estimates"," projects",
"forecasts", "proposes", "should", "likely" or similar expressions, indicates a
forward-looking statement. These statements and all the projections in this press release are subject to risks and uncertainties
and are based on the beliefs and assumptions of management, and information currently available to management. The actual results
could differ materially from a conclusion, forecast or projection in the forward-looking information. The identification in this
press release of factors that may affect the company's future performance and the accuracy of forward-looking statements
is meant to be illustrative and by no means exhaustive.
4

text: ENERGY HUNTER RESOURCES, INC.

text: ENERGY HUNTER RESOURCES, INC.

text: HOME TREASURE FINDERS, INC.

text: Energy Hunter Resources, Inc.

text:
Home Treasure Finders,
Inc.

text: Home Treasure Finders

text:
Energy
Hunter Resources

text: Energy Hunter

text: Home Treasure Finders

text: Energy Hunter Resources

text: Home Treasure Finders

text: Home Treasure Finders

text: Generation Hemp, Inc.

text:
Corey
Wiegand

text: Home Treasure Finders, Inc.

text: Gary C. Evans

text: Energy Hunter

text: Corey Wiegand

text: Home Treasure Finders

text: Home Treasure Finders

text: Energy Hunter Resources

text: Generation Hemp, Inc.

text: Home Treasure Finders, Inc.

text: Energy Hunter Resources, Inc.

text:
Energy
Hunter Resources

text: Energy Hunter Resources

text: Energy Hunter

text: Generation Hemp, Inc.

text: Generation Hemp, Inc.

text: Corey Wiegand

text:
Home Treasure
Finders, Inc.

text: Gary C. Evans

text: Energy Hunter Resources

text: Generation Hemp, Inc.


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press release
Exhibit 99.1
NEWS RELEASE
Contact:
John Coulbourn
Martha Schaefer
Greg Wood
Patrick Nguyen
SeaChange International
SeaChange International
Chief Financial Officer
EVP Corporate Development
Corporate Communications
Investor Relations
Liberate Technologies
Liberate Technologies
1-978-897-0100 x3098
1-978-897-0100 x3030
1-650-645-4003
1-650-645-4004
johnc@schange.com
mschaefer@schange.com
gwood@liberate.com
pnguyen@liberate.com
SEACHANGE ACQUIRES
LIBERATE'S BUSINESS OUTSIDE OF NORTH AMERICA
Acquisition Supports SeaChange Software for Television Applications
From Cable Headend to Settop;
Includes Middleware Contracts with Top European Broadband Operators
MAYNARD, Mass. (July 13, 2005)
- SeaChange International, Inc. (Nasdaq: SEAC), a leading provider of digital video systems for
video-on-demand and other television applications, today announced that it has completed the previously announced acquisition of Liberate Technologies' (Pink Sheets: LBRT) business assets outside of North America.
Liberate supplies interactive television software to some of the world's
largest network operators, including ntl, Telewest and UGC in Europe. Under terms of the acquisition, SeaChange and its subsidiaries have been assigned certain customer contracts, received patents and other intellectual property, and assumed certain
limited liabilities, related to Liberate's business outside of North America in exchange for approximately $23.5 million in cash consideration.
As part of the transaction, SeaChange will continue operations in Liberate's former facilities in San Mateo, California and London, England and is
continuing employment for approximately 20 employees.
"This strategic acquisition provides SeaChange the value of Liberate's interactive software platform, experienced engineers and contracts with some of Europe's top broadband operators. It is very complementary and accretive
to our television business", said Bill Styslinger, president and CEO, SeaChange International. "SeaChange digital video systems are serving more commercial on-demand television services worldwide than any other and we intend to continue
our leadership by providing our customers with the flexibility, speed and utmost confidence in the deployment of compelling new digital and interactive television applications".
(more)
First deployed in 2000 and now supporting over 100 broadband networks delivering on-demand services, SeaChange's standards-based servers and software
are the foundation for the majority of commercial on-demand television deployments around the world. In Europe, its customers include ntl, Telewest, Israel's top three cable operators and others. In North America and Asia, SeaChange serves some
of the largest cable and telco operators in the world, including Cablevision, Comcast, Cox, Nippon Telephone and Telegraph (NTT), Time Warner Cable and Verizon. In 2004, the National Television Academy awarded the first-ever Emmy to SeaChange for
accomplishments enabling on-demand's widespread availability.
About
Liberate Technologies
Liberate Technologies is a provider
of software for digital cable systems. Based on industry standards, Liberate's software enables cable operators to run multiple services - including high-definition television, video on demand, and personal video recorders - on
multiple platforms.
About SeaChange International
SeaChange International provides digital video systems that are changing
television. Its powerful server and software systems enable television operators to provide new on-demand services and to gain greater efficiencies in advertising and content delivery. With its Emmy-winning MediaCluster® technology, thousands of
SeaChange systems are helping broadband, broadcast and satellite television companies to streamline operations, expand services and increase revenues. SeaChange is headquartered in Maynard, Massachusetts and has product development, support and
sales offices throughout the world. Visit www.schange.com.
Safe Harbor
Provision
Any statements contained in this press release
that do not describe historical facts, including without limitation statements concerning expected revenues, earnings, product introductions and general market conditions, may constitute forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Any such forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from
expectations. The factors that could cause actual future results to differ materially from current expectations include the following: the continued growth, development and acceptance of the video-on-demand market; the loss of one of the
Company's large customers;
(more)
the cancellation or deferral of purchases of the Company's products; a decline in demand or average selling price for the Company's broadband products; the
Company's ability to manage its growth; the Company's ability to protect its intellectual property rights and the expenses that may be incurred by the Company to protect its intellectual property rights; an unfavorable result of current or
future litigation, including the Company's current patent litigation with C-COR (as successor to nCube Corp.); content providers limiting the scope of content licensed for use in the video- on-demand market; the Company's ability to
introduce new products or enhancements to existing products; the Company's dependence on certain sole source suppliers and third-party manufacturers; the Company's ability to compete in its marketplace; the Company's ability to
respond to changing technologies; the risks associated with international sales; changes in the regulatory environment; the performance of companies in which the Company has made equity investments, including the ON Demand Group Limited; the
Company's ability to hire and retain highly skilled employees; and increasing social and political turmoil.
Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly available documents made
by the Company from time to time with the Securities and Exchange Commission, including but not limited to, those appearing under the caption "Certain Risk Factors That May Affect our Business" in the Company's Annual Report on Form
10-K filed with the Commission on April 15, 2005. Any forward-looking statements should be considered in light of those factors. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak as of the
date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in Company expectations or events, conditions or circumstances on which any such statements may be based, or that may
affect the likelihood that actual results may differ from those set forth in the forward-looking statements.
This press release is being filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.
# # #
SeaChange and MediaCluster are registered trademarks of SeaChange International, Inc.
Liberate and the Liberate design are registered trademarks of Liberate Technologies.
Other product names used in association with these registered trademarks are trademarks of Liberate Technologies.

text: Liberate Technologies

text: Liberate Technologies

text: SEACHANGE

text: SeaChange Software

text: SeaChange International, Inc.

text: Liberate Technologies

text: SeaChange

text: SeaChange

text: SeaChange

text: Bill Styslinger

text: SeaChange

text: SeaChange

text: SeaChange

text: SeaChange

text: Liberate Technologies

text: Liberate Technologies

text: SeaChange

text: SeaChange

text: SeaChange

text: SeaChange International, Inc.

text: Liberate Technologies

text: Liberate Technologies