text:
EX-99.1
2
eroc_ex99-1.htm
PRESS RELEASE
eroc_ex99-1.htm
October
1, 2008
CONTACTS:
Elizabeth
Wilkinson
Phone:
281-408-1329
EAGLE
ROCK ENERGY PARTNERS, L.P. COMPLETES MILLENIUM MIDSTREAM PARTNERS, L.P.
ACQUISITION AND ENTERS INTO HEDGING AGREEMENTS
HOUSTON,
Texas, Eagle Rock Energy Partners, L.P. (NASDAQ GS:EROC) ("Eagle Rock" or
the "Partnership") completed today its previously announced acquisition of
100% of the outstanding units of Millennium Midstream Partners, L.P.
("MMP"), and thereby acquired control of MMP's operating subsidiaries and
assets, for a total consideration of approximately $235.5 million, subject
to customary post-closing purchase price adjustments. The acquisition was
funded through borrowings of $176.4 million drawn on the Partnership's
revolving credit facility, cash on hand, and the issuance of four (4)
million Eagle Rock common units at an implied value of $13.75 per
unit. The newly-issued Eagle Rock common units are not eligible
to receive Eagle Rock's third quarter distribution, but will begin
receiving Eagle Rock's regular quarterly distributions, as and when
declared and paid by Eagle Rock, starting with the distribution for the
fourth quarter of 2008. The transaction closed on October 1,
2008 and has an effective time of 11:59 pm CT on September 30,
2008.
Prior
to closing on the transaction, the Partnership diligently assessed the
impact of Hurricanes Gustav and Ike on the business prospects of the
acquired operations. As a result of its analysis on the expected
resumption of operations at the Yscloskey and North Terrebonne processing
plants in South Louisiana, combined with MMP's existing business
interruption insurance and the indemnification provisions in the purchase
agreement, Eagle Rock believes that the effect of these hurricanes would
not result in a material impact to its financial results after the
effective date of this transaction.
In order
to mitigate the commodity price exposure related to the future equity natural
gas liquids to be recovered by the Yscloskey and North Terrebonne processing
plants, the Partnership recently purchased crude oil (WTI) put options for
12,000 barrels per month in 2009 at an average strike price of $94.17, and for
11,000 barrels per month in 2010 at an average strike price of $94.55. In
addition, the Partnership will retain certain existing commodity options that
were purchased by MMP prior to the consummation of the transaction. These
include a put option on 4,000 barrels of crude oil (WTI) per month in October
through December of 2008 at a strike price of $90.00 per barrel, and a put
option on 96,600 gallons of ethane (Mont Belvieu) in October through December
2008 at $0.85 per gallon. The Partnership intends to enter into additional
hedging transactions as market opportunities arise.
The
Partnership is a growth-oriented master limited partnership engaged in three
businesses: a) midstream, which includes (i) gathering, compressing, treating,
processing, transporting and selling natural gas, and (ii) fractionating and
transporting natural gas liquids; b) upstream, which includes acquiring,
exploiting, developing, and producing crude oil and natural gas interests; and
c) minerals, which includes acquiring and managing fee minerals and royalty
interests. Its corporate office is located in Houston, Texas.
This news
release may include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included in this press release that address activities, events
or developments that the Partnership expects, believes or anticipates will or
may occur in the future are forward-looking statements. These statements are
based on certain assumptions made by the Partnership based on its experience and
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate under the
circumstances. Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Partnership, which
may cause the Partnership's actual results to differ materially from those
implied or expressed by the forward-looking statements. For a detailed list of
the Partnership's risk factors, please consult the Partnership's Form 10-K,
filed with the Securities and Exchange Commission for the year ended December
31, 2007.
###

text:
EAGLE
ROCK ENERGY PARTNERS, L.P.

text: MILLENIUM MIDSTREAM PARTNERS, L.P.

text: Eagle Rock Energy Partners, L.P.

text: Millennium Midstream Partners, L.P.


dataset: buster

text:
EX-99.1
8
pressrelease.htm
pressrelease.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 99.1
TICKETMASTER ENTERTAINMENT, INC. ANNOUNCES COMPLETION
OF TRANSACTION TO ACQUIRE CONTROLLING INTEREST IN
FRONT LINE MANAGEMENT
WEST HOLLYWOOD, Calif., Oct 31, 2008
(GlobeNewswire via COMTEX News Network) --Ticketmaster Entertainment, Inc. (Nasdaq:TKTM), a leading diversified live entertainment ticketing and marketing company, today announced the completion of the previously announced transaction to acquire a controlling equity interest in Front Line Management Group, Inc., for $123 million in cash. In connection with the transaction, the company changed its name from Ticketmaster to Ticketmaster Entertainment, Inc. Ticketmaster Entertainment consists of both Ticketmaster, the world's leading live entertainment ticketing and marketing company, and Front Line, the world's leading artist management company, and is uniquely positioned to transform the music and live entertainment industries by strengthening the artist-to-fan experience. Irving Azoff, founder and chief executive officer of Front Line, has assumed the post of chief executive officer of Ticketmaster Entertainment. Additionally, Ticketmaster Entertainment appointees include: Sean Moriarty, president of Ticketmaster Entertainment, Inc. and chief executive officer of Ticketmaster; Terry Barnes, chairman of Ticketmaster; Eric Korman, president of Ticketmaster; and Howard Kaufman, special advisor to Mr. Azoff.
About Ticketmaster Entertainment, Inc.
Ticketmaster Entertainment consists of Ticketmaster and Front Line Management Group. As the world's leading live entertainment ticketing and marketing company, Ticketmaster connects the world to live entertainment. Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the Internet; approximately 6,700 retail outlets; and 19 worldwide call centers. Established in 1976, Ticketmaster serves more than 10,000 clients worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums, and theaters. In 2007, the company sold more than 141 million tickets valued at over $8.3 billion on behalf of its clients. Ticketmaster Entertainment acquired a controlling interest in Front Line Management Group in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line is the world's leading artist management company, with nearly 200 clients and more than 80 executive managers. Front Line represents a wide range of major artists, including the Eagles, Jimmy Buffett, Neil Diamond, Van Halen, Fleetwood Mac, Christina Aguilera, Stevie Nicks, Aerosmith, Steely Dan, Chicago, Journey, and Guns N' Roses. Ticketmaster Entertainment, Inc. is headquartered in West Hollywood, California (Nasdaq:TKTM).
Forward-Looking Statement
This news release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements relating to Ticketmaster Entertainment, Inc.'s (the "Company's") anticipated
financial performance, business prospects, new developments and similar matters, and/or statements that use words such as "anticipates", "estimates", "expects", "intends", "plans,"
"believes" and similar expressions. An such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance or results to differ materially from those in the
forward-looking statements, including those risks and uncertainties related to the Company's ability to operate effectively as a public company following its recent spin-off from IAC; changes in economic conditions generally or in the live
entertainment industry; the ability of the Company to retain existing and obtain new clients; the Company's ability to maintain its brand recognition and attract and retain customers in a cost-effective manner; integration of historical and future
acquisitions, including the Front Line acquisition; the Company's ability to expand successfully in international markets; changing customer requirements and industry standards; regulatory changes; and the other risks detailed from time to time in
the Company's SEC reports, including the most recent reports on Forms S-1, 10-Q and 8-K, each as it may be amended from time to time. The Company assumes no obligation to update these forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release, except as required by law.

label: organization

text: TICKETMASTER ENTERTAINMENT, INC.

text: FRONT LINE MANAGEMENT

text: Ticketmaster Entertainment, Inc.

text: Front Line Management Group

text: Ticketmaster Entertainment, Inc.

text: Ticketmaster Entertainment

label: person

text: Irving Azoff

text: Ticketmaster Entertainment

text: Ticketmaster Entertainment

text: Sean Moriarty

text: Ticketmaster Entertainment, Inc.

text: Terry Barnes

text: Eric Korman

text: Ticketmaster Entertainment, Inc.

text: Ticketmaster Entertainment

text: Front Line Management Group

text: Ticketmaster Entertainment

text: Front Line Management Group

text: Irving Azoff

text: Ticketmaster Entertainment, Inc.

text: Ticketmaster Entertainment, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
exhibit99-1.htm
PRESS RELEASE DATED MARCH 22, 2007
Filed by Automated Filing Services Inc. (604) 609-0244 - Canyon Copper Corp. - Exhibit 99.1
OTCBB: CYOO
CANYON COPPER ANNOUNCES ACQUISITION OF 100% OF NEW YORK CANYON
PROJECT
VANCOUVER, BC, March 22, 2007 -
Canyon Copper Corp.
(the
"Company") (OTCBB:CYOO) announced today that effective March 16, 2007 the
Company acquired 100% title to the mineral claims underlying the Company's New
York Canyon Project subject to certain royalty payments to be paid on
commencement of commercial production on the property. The acquisition of title
to the claims was completed pursuant to the terms of the Property Option
Agreement dated March 18, 2004 and between the Company, Nevada Sunrise LLC, and
certain individual claim owners (the "Optionors"). The final payment due under
the agreement consisted of the issuance of 500,000 shares of the Company's
common stock and a cash payment of $250,000 to the Optionors. The Company
received a final quitclaim deed from the Optionors confirming the transfer of
title to the mineral claims.
The Company intends to continue its mineral exploration program
on the New York Canyon Project in accordance with its 2007 work program. Prior
to the Company's acquisition of the New York Canyon property in 2004, a total of
141 drill holes totaling 111,451 feet of drilling had been completed that
outlined three main mineralized areas: Longshot Ridge, Champion and Copper
Queen. The Company has since completed 16,482 feet of drilling in 40 holes
during the 2004 and 2005 campaigns, plus a further 11,605 feet in 33 holes on
Longshot ("LSR") during the 2006 program. This brings the total amount of
drilling to 214 holes and 139,538 feet cumulative. Studies detailing prior
drilling and exploration results are on file.
The Company plans to advance exploration and development of
this late stage copper molybdenum project. The target is a large porphyry type
deposit with associated high grade skarn mineralization.
About Canyon Copper
Canyon Copper Corp.'s New York Canyon Property is located in
the New York Canyon area of the Santa Fe Mining District, Mineral County,
Nevada. The project hosts oxide and sulphide copper bearing mineralization
outlined by historical operators. The most advanced of these zones is the
Longshot Ridge copper oxide deposit. This zone has not been completely outlined
and remains partially open. The Copper Queen mineralized zone is located
approximately three kilometers west of Longshot Ridge and hosts copper and
molybdenum sulphide mineralization. Several additional mineralized areas
identified throughout the New York Canyon property have yet to be explored.
This Press Release may contain, in addition to historical
information, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and
Suite 408 - 1199 West Pender Street. Vancouver, B.C.
. V6E 2R1
TEL (604) 331-9326. FAX (604) 684-9365
Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are identified by their use of terms
and phrases such as "believe", "expect", "plan", "anticipate" and similar
expressions identifying forward-looking statements. Investors should not rely on
forward-looking statements because they are subject to a variety of risks,
uncertainties and other factors that could cause actual results to differ
materially from the Company's expectations, and expressly does not undertake any
duty to update forward-looking statements. These factors include, but are not
limited to the following, the Company's ability to obtain additional financing,
geological, mechanical or other difficulties affecting the Company's planned
geological work programs, uncertainty of estimates of mineralized material 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.
CANYON COPPER CORP.
"Anthony R. Harvey"
ANTHONY R. HARVEY
PRESIDENT AND CEO
Telephone: (604) 331-9326

text: Canyon Copper

text: CANYON COPPER

text: Canyon Copper

text: Canyon Copper

text: Canyon Copper

text: CANYON COPPER


text:
EX-99
2
ex99.txt
[ESSI logo]
----------------------------------------------------------------------------
201 Evans Lane * St. Louis, MO 63121-1126
For further information, please contact:
Daniel E. Kreher
314/553-4915
ENGINEERED SUPPORT SYSTEMS
COMPLETES ACQUISITION OF
SPACELINK INTERNATIONAL
ST. LOUIS, MO., FEBRUARY 7, 2005, - ENGINEERED SUPPORT SYSTEMS,
INC. (Nasdaq: EASI) announced today that it has completed its previously
announced acquisition of Spacelink International, LLC (Spacelink), a Dulles,
Virginia-based firm involved in the design, integration, operation and
maintenance of deployed satellite and wireless networks for the U.S.
Department of Defense (DoD), the U.S intelligence community and other
forward deployed federal agencies and multinational organizations worldwide.
The transaction value of $151.5 million was comprised of $138.5 million in
cash paid at closing and the issuance of 228,292 shares of restricted common
stock valued at approximately $13 million, and is subject to certain
post-closing adjustments. The Company financed the transaction with
borrowings under its new $200 million unsecured credit facility which was
finalized last week. The acquisition of Spacelink will be immediately
accretive to earnings, contributing approximately $70 million to the
Company's fiscal 2005 revenues for the post-closing period, according to
GERALD A. POTTHOFF, VICE CHAIRMAN, CEO AND PRESIDENT of Engineered Support.
Serving the fast-growing market for satellite services and satellite ground
equipment that approaches $80 billion worldwide, Spacelink has grown at a
rapid rate, quadrupling its revenues in the past four years alone. For
calendar 2004, the privately-owned firm generated revenues of approximately
$95 million, delivering strong operating profit margins of approximately
15%. The vast majority of this business was with defense and various
agencies of the U.S. government; and Spacelink remains well-positioned to
capitalize on expected spending increases to support deployed forces around
the globe.
Commenting on the acquisition, Potthoff stated, "We are pleased to have
consummated the Spacelink transaction and are excited about its business
growth prospects in the expanding field of satellite communications support
for the military. The business development synergies existing between
Spacelink and our TAMSCO operation are huge; and we believe that by joining
forces we will truly take a leadership position in this robust market. Our
collective track record within the DoD community in providing rapid,
responsive, end-to-end turnkey solutions to deployed defense and
intelligence forces worldwide remains a key discriminator in successfully
winning and executing these demanding satellite telecommunications projects
for our customers.
We look forward to leveraging Spacelink's and TAMSCO's existing customer
relationships, contractual vehicles and skilled personnel to further develop
this fast-growing and profitable area of our Support Services business".
The purchase price is subject to certain adjustments to be finalized after
closing, including an element of contingent consideration, capped at $28.7
million, based upon Spacelink's future financial performance over the next
two fiscal years.
The Company will provide additional insight on the impact of the Spacelink
transaction as well as the recently completed acquisition of Prospective
Computer Analysts Incorporated (PCA) on its 2005 financial forecast as part
of its earnings announcement for the first quarter ended January 31, 2005 to
be issued pre-market opening on February 22, 2005.
Engineered Support Systems, Inc. designs, manufactures and supplies
integrated military electronics, support equipment and technical and
logistics services for all branches of America's armed forces and certain
foreign militaries, homeland security forces and selected government and
intelligence agencies. The Company also produces specialized equipment and
systems for commercial and industrial applications. For additional
information, please visit the Company's website at
www.engineeredsupport.com.
Certain statements in this press release are forward looking in nature and,
accordingly, are subject to risks and uncertainties. The actual results may
differ materially from those described or contemplated.
* * * *

text: ENGINEERED SUPPORT SYSTEMS

text: SPACELINK INTERNATIONAL

text:
ENGINEERED SUPPORT SYSTEMS,
INC.

text: Spacelink International, LLC

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Spacelink

text: Engineered Support Systems, Inc.


text:
EX-99.1
2
pressrelease092805.txt
PRESS RELEASE
CONTACT:
Netsmart Technologies Contact: Carpe DM, Inc.
Ron Marge Stuart Fine
1-800-421-7503, ext. 2026 908-490-0075
rmarge@csmcorp.com stuart@carpedminc.com
------------------ ---------------------
Netsmart Technologies, Parent Company of Creative Socio-Medics, Acquires
CMHC Systems of Dublin, Ohio
Creative Socio-Medics and CMHC Systems will operate as
Netsmart Technologies, Inc.
GREAT RIVER, N.Y., September 29, 2005 - Netsmart Technologies, Inc. (Great
River, New York), a leading supplier of enterprise-wide software solutions for
health and human services providers through its wholly-owned subsidiary,
Creative Socio-Medics Corp., today announced the successful closing of its
acquisition of CMHC Systems, Inc., Dublin, Ohio. Founded in 1978, CMHC Systems
delivers full suites of behavioral healthcare information management software
for mental health, substance abuse, and addiction services agencies,
developmental disability centers, and behavioral health-related managed care
organizations.
Netsmart Technologies also announced today that CMHC Systems and Creative
Socio-Medics will operate as one company under the name Netsmart Technologies,
Inc.
James Conway, CEO of Netsmart, said, "The acquisition effectively unites the
resources of two of the largest information technology solutions providers in
health and human services. The combined operation is expected to have gross
revenue in excess of $50 million of which the recurring revenue portion is
approximately $28 million. The new entity consists of over 1,000 human services
providers serving approximately 40,000 professional users consisting of
psychiatrists, clinicians and case managers. Netsmart's products lead several
sectors of the market and our customers include 33 state operated services, 458
county & community agencies and over 400 methadone clinics. This network of
human services providers offers an opportunity to create an integrated health
care record supporting interoperability of systems between state behavioral
health and community based programs".
"At Netsmart Technologies, we believe that our solutions improve the quality of
life for millions of people", explained Conway. "Approximately one out of four
families is affected at some time by mental health issues, such as substance
abuse or depression. In short, Netsmart Technologies enriches the communities in
which we all live and work, and we're very proud of that contribution. "
- more -
Netsmart intends to leverage the capabilities of CMHC Systems while continuing
to provide support for the entire range of CMHC and Creative products. It is
anticipated that future product development will be done to integrate the
product roadmaps of both companies and will include enhancements to existing
products.
Conway emphasized that the acquisition provides customers with a trusted partner
now and into the future. "Netsmart Technologies will protect customers'
investments while creating opportunities that were previously unavailable", he
stated. "By combining forces and talent, we expect to have a greater depth of
experience and better positioned to offer long-term technology solutions. We are
very excited by the possibilities that lie ahead and look forward to serving an
expanded community of agencies with proven solutions for all modalities of
care."
About Netsmart Technologies, Inc.
Netsmart Technologies, Inc., based in Great River, N.Y., is an established,
leading supplier of enterprise-wide software solutions for health and human
services providers, now with over 1250 clients, including 30 systems with state
agencies. Netsmart's clients include health and human services organizations,
public health agencies, mental health and substance abuse clinics, psychiatric
hospitals, and managed care organizations. Netsmart's products are full-featured
information systems that operate on a variety of operating systems, hardware
platforms, and mobile devices, and offer unlimited scalability.
Statement on Behalf of Netsmart Technologies, Inc.
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend" and similar expressions,
as they relate to the company or its management, identify forward-looking
statements. These statements are based on current expectations, estimates and
projections about the company's 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.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in such forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in Netsmart's filings with the Securities and Exchange Commission.
In addition, such statements could be affected by risks and uncertainties
related to product demand, market and customer acceptance, competition, pricing
and development difficulties, as well as general industry and market conditions
and growth rates, and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and the company
does not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this release. Information on
Netsmart's or Creative's website do not constitute a part of this release.
# # # END OF RELEASE # # #

text: Netsmart Technologies

text: Netsmart Technologies

text: CMHC Systems

text: CMHC Systems

text: Netsmart Technologies, Inc.

text: Netsmart Technologies, Inc.

text: Creative Socio-Medics Corp.

text: CMHC Systems, Inc.

text: CMHC Systems

text: Netsmart Technologies

text: CMHC Systems

text:
Netsmart Technologies,
Inc.

text: James Conway

text: Netsmart Technologies

text: Netsmart Technologies

text: CMHC Systems

text: Netsmart Technologies

text: Netsmart Technologies, Inc.

text: Netsmart Technologies, Inc.

text: Netsmart Technologies, Inc.


text:
EX-99.1
3
ex991ptcpressrelease082318.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
PTC Therapeutics Successfully Completes Acquisition of Agilis Biotherapeutics
SOUTH PLAINFIELD, N.J., August 23, 2018 - PTC Therapeutics, Inc. (NASDAQ: PTCT), today announced that it has successfully completed the acquisition of Agilis Biotherapeutics, Inc., a private biotechnology company focused on the advancement of innovative gene therapy programs for rare genetic disorders that affect the central nervous system (CNS).
"We are excited to complete the acquisition and welcome the Agilis employees to PTC", said Stuart W. Peltz, Ph.D., Chief Executive Officer, PTC Therapeutics, Inc. "We have added a team with exceptional gene therapy experience, a targeted micro-delivery gene therapy platform that has demonstrated durable clinical benefit, as well as gene therapy manufacturing and R&D capabilities. This acquisition deepens our pipeline and, as a combined organization, we will be able to optimally treat more rare disorders and accelerate the process of bringing important new therapies to patients worldwide".
With the acquisition, PTC adds GT-AADC, an adeno-associated virus (AAV) gene therapy that treats Aromatic L-Amino Acid Decarboxylase (AADC) Deficiency. AADC Deficiency is a rare CNS disorder that is caused by mutations in the dopa decarboxylase (DDC) gene. There are no treatments that target the underlying cause of this disorder. The results from prospective clinical studies, indicated that treated subjects were found to exhibit substantial gains on motor function and cognitive scales over multiple years following the single gene therapy treatment.
The acquisition also includes gene therapy programs in development, GT-FA, GT-AS, and GT-RLN, for Friedreich Ataxia, Angelman Syndrome and Cognitive Disorders associated with several neurodevelopmental and neurodegenerative disorders, respectively.
About PTC Therapeutics
PTC is a science-led, global biopharmaceutical company focused on the discovery, development and commercialization of clinically-differentiated medicines that provide benefits to patients with rare disorders. Founded 20 years ago, PTC Therapeutics has successfully launched two rare disorder products and has a global commercial footprint. This success is the foundation that drives investment in a robust pipeline of transformative medicines and our mission to provide access to best-in-class treatments for patients who have an unmet medical need.
For More Information:
Investors:
Emily Hill
+ 1 (908) 912-9327
ehill@ptcbio.com
Media:
Jane Baj
+1 (908) 912-9167
jbaj@ptcbio.com
Forward Looking Statements:
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements, other than those of historical fact, contained in this release are forward-looking statements including statements addressing PTC's acquisition of Agilis; PTC's expectations with respect to the potential financial impact and benefits from the acquisition to PTC, including with respect to the business of Agilis and PTC's expectations with respect to the potential achievement of development, regulatory and sales milestones and contingent payments to the Agilis equityholders with respect thereto; the future expectations, plans and prospects for PTC; PTC's strategy, future operations, future financial position, future revenues or projected costs; the integration of Agilis's operations and employees; and the objectives of management. Other forward-looking statements may be identified by the words "look forward", "plan", "anticipate", "believe", "estimate", "expect", "intend", "may", "target", "potential", "will", "would", "could", "should", "continue", and similar expressions.
PTC's actual results, performance or achievements could differ materially from those expressed or implied by forward-looking statements it makes as a result of a variety of risks and uncertainties, including those related to: PTC's ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; changes in tax and other laws, regulations, rates and policies; the eligible patient base and commercial potential of TranslarnaTM (ataluren), Emflaza®, TegsediTM (inotersen), WaylivraTM (volanesorsen) or any other product candidate; the sufficiency of PTC's cash resources and its ability to obtain adequate financing in the future for its foreseeable and unforeseeable operating expenses and capital expenditures; the integration of Agilis's operations and employees; and the factors discussed in the "Risk Factors" section of PTC's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K as well as any updates to these risk factors filed from time to time in PTC's other filings with the SEC.
As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. There are no guarantees that any product candidate will receive or maintain regulatory approval in any territory, or prove to be commercially successful, including Translarna, Emflaza, Tegsedi, Waylivra, any product candidates acquired in the acquisition or any other product candidate.
The forward-looking statements contained herein represent PTC's views only as of the date of this press release and PTC does not undertake or plan to update or revise any such forward-looking statements to reflect actual results or changes in plans, prospects, assumptions, estimates or projections, or other circumstances occurring after the date of this press release except as required by law.

text: PTC Therapeutics

text: Agilis Biotherapeutics

text: PTC Therapeutics

text: Agilis Biotherapeutics

text: PTC Therapeutics

text: PTC Therapeutics

text: PTC Therapeutics


text:
EX-99
3
ex99-1form8k_120104.txt
EXHIBIT 99.1
EXHIBIT 99.1
------------
[NEXEN LOGO OMITTED]
NEXEN INC. 801 - 7th Ave SW
Calgary, AB Canada T2P 3P7
T 403 699.4000 F 403 699.5776
www.nexeninc.com
N E W S R E L E A S E
For immediate release
NEXEN COMPLETES UK NORTH SEA ACQUISITION FOR US$2.1 BILLION
CALGARY, ALBERTA, DECEMBER 1, 2004 - NEXEN INC. has completed today the
acquisition of EnCana Corporation's UK subsidiary, EnCana (U.K.) Limited, for
US$2.1 billion. This acquisition includes EnCana's interests in the world-class
Buzzard discovery, along with the Scott and Telford producing fields, plus other
satellite discoveries, and interests in exploratory blocks totalling
approximately 740,000 net undeveloped acres. We also gain a proven UK management
and technical team with an excellent track record.
"This acquisition firmly establishes us as a significant player in the North
Sea, with current production, high quality operated infrastructure and built in
growth from the Buzzard development", commented Charlie Fischer, Nexen's
President and Chief Executive Officer.
Nexen Inc. is an independent, Canadian-based global energy and chemicals
company, listed on the Toronto and New York stock exchanges under the symbol
NXY. We are uniquely positioned for growth in the North Sea, the Gulf of Mexico,
the Athabasca oil sands of Alberta, the Middle East and West Africa. We add
value for shareholders through successful full-cycle oil and gas exploration and
development, a growing industrial bleaching chemicals business, and leadership
in ethics, integrity and environmental protection.
For further information, please contact:
KEVIN FINN
Vice President, Investor Relations
(403) 699-5166
801 - 7th Ave SW
Calgary, Alberta, Canada T2P 3P7
Visit our website: WWW.NEXENINC.COM
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH
AS "INTEND", "PLAN", "EXPECT", "ESTIMATE", "BUDGET", "OUTLOOK" OR OTHER SIMILAR
WORDS.
THE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, LEVELS OF
ACTIVITY AND ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHERS: MARKET PRICES FOR OIL
AND GAS AND CHEMICALS PRODUCTS; THE ABILITY TO EXPLORE, DEVELOP, PRODUCE AND
TRANSPORT CRUDE OIL AND NATURAL GAS TO MARKETS; THE RESULTS OF EXPLORATION AND
DEVELOPMENT DRILLING AND RELATED ACTIVITIES; FOREIGN-CURRENCY EXCHANGE RATES;
ECONOMIC CONDITIONS IN THE COUNTRIES AND REGIONS WHERE NEXEN CARRIES ON
BUSINESS; ACTIONS BY GOVERNMENTAL AUTHORITIES INCLUDING INCREASES IN TAXES,
CHANGES IN ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS; RENEGOTIATIONS OF
CONTRACTS; AND POLITICAL UNCERTAINTY, INCLUDING ACTIONS BY INSURGENT OR OTHER
ARMED GROUPS OR OTHER CONFLICT. THE IMPACT OF ANY ONE FACTOR ON A PARTICULAR
FORWARD-LOOKING STATEMENT IS NOT DETERMINABLE WITH CERTAINTY AS SUCH FACTORS ARE
INTERDEPENDENT UPON OTHER FACTORS, AND MANAGEMENT'S COURSE OF ACTION WOULD
DEPEND ON ITS ASSESSMENT OF THE FUTURE CONSIDERING ALL INFORMATION THEN
AVAILABLE. ANY STATEMENTS AS TO POSSIBLE COMMERCIALITY, DEVELOPMENT PLANS,
CAPACITY EXPANSIONS, DRILLING OF NEW WELLS, ULTIMATE RECOVERABILITY OF RESERVES,
FUTURE PRODUCTION RATES, CASH FLOWS AND CHANGES IN ANY OF THE FOREGOING ARE
FORWARD-LOOKING STATEMENTS.
ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS CONVEYED BY THE FORWARD-LOOKING
STATEMENTS ARE REASONABLE BASED ON INFORMATION AVAILABLE TO US ON THE DATE SUCH
FORWARD-LOOKING STATEMENTS WERE MADE, NO ASSURANCES CAN BE GIVEN AS TO FUTURE
RESULTS, LEVELS OF ACTIVITY AND ACHIEVEMENTS. READERS SHOULD ALSO REFER TO ITEMS
7 AND 7A IN OUR 2003 ANNUAL REPORT ON FORM 10-K FOR FURTHER DISCUSSION OF THE
RISK FACTORS.

text: NEXEN

text: NEXEN INC.

text: NEXEN

text: NEXEN INC.

text: EnCana

text: EnCana (U.K.) Limited

text: EnCana

text: Nexen

text: Nexen Inc.

text: NEXEN


text:
EX-99.1
2
nex_projectbowieclosingann.htm
EX-99.1
Document
NexTier Announces Completion of Acquisition of Alamo Pressure Pumping
HOUSTON, Texas (August 31, 2021) - NexTier Oilfield Solutions Inc. (NYSE: NEX) ("NexTier" or the "Company") today announced the successful completion of the previously announced acquisition of all pressure pumping operations of Alamo Pressure Pumping, LLC ("Alamo"), fortifying its position as a leading Permian provider of low carbon well completion solutions.
"We are pleased to have Alamo join the NexTier team, which we expect to accelerate and magnify the impact of our low-cost, low-carbon strategy, solidify our market leadership position in next-generation technologies, and enhance long-term shareholder value", said Mr. Robert Drummond, President and Chief Executive Officer of NexTier. "The consolidation of Alamo onto our existing platform of complimentary integrated solutions and proprietary digital operating system, positions us to deliver significant value to our customers and investors. We are excited to welcome our new colleagues and look forward to working alongside them to deliver leading service quality by executing safely, reliably and efficiently for our combined customer base".
For additional information on the acquisition, please reference the Investor Presentation and Transaction Announcement Press Release issued on August 4, 2021, both available on NexTier's investor relations website at https://investors.nextierofs.com/.
Advisors
King & Spalding LLP served as NexTier's legal advisor, while Piper Sandler & Co. served as its financial advisor. Kirkland & Ellis LLP served as legal advisor to Alamo.
About NexTier Oilfield Solutions
Headquartered in Houston, Texas, NexTier is an industry-leading U.S. land oilfield service company, with a diverse set of well completion and production services across the most active and demanding basins. Our integrated solutions approach delivers efficiency today, and our ongoing commitment to innovation helps our customers better address what is coming next. NexTier is differentiated through four points of distinction, including safety performance, efficiency, partnership and innovation. At NexTier, we believe in living our core values from the basin to the boardroom, and helping customers win by safely unlocking affordable, reliable and plentiful sources of energy.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words "believe", "continue", "could", "expect", "anticipate", "intends", "estimate", "forecast", "project", "should", "may", "will", "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. Statements in this press release regarding NexTier, Alamo and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on NexTier's and Alamo's business and future financial and operating results, and the amount and timing of synergies from the proposed transaction are based on management's estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond NexTier's control. These factors and risks include, but are not limited to, (i) the competitive nature of the
industry in which NexTier and Alamo conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets NexTier and Alamo serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on NexTier and Alamo operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from inflation, COVID-19 resurgence, product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price (including inflation) and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) NexTier's and Alamo's ability to employ a sufficient number of skilled and qualified workers; (xiii) the level of, and obligations associated with, NexTier's and Alamo's indebtedness; (xiv) fluctuations in the market price of NexTier's stock; (xv) the duration (including resurgences), impact and severity of the COVID-19 pandemic and the response thereto, including the impact of social distancing, shelter-in-place or shutdowns of non-essential businesses and similar measures imposed or undertaken by governments, private businesses or others, and the possibility of increased inflation, travel restrictions, lodging shortages or other macro-economic challenges as the economy emerges from the COVID-19 pandemic; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the effective integration of Alamo's businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the transaction; unanticipated difficulties or expenditures relating to the transaction, the response or retention of customers and vendors as a result of the announcement and/or closing of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see the Company's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, available on the SEC website or www.NexTierOFS.com. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement.
Investor Contact:
Kenneth Pucheu
Executive Vice President - Chief Financial Officer
Marc Silverberg
Partner (ICR)
marc.silverberg@icrinc.com
2

text: NexTier

text: Alamo Pressure Pumping

text: NexTier Oilfield Solutions Inc.

text: NexTier

text: Alamo Pressure Pumping

text: NexTier

text: Robert Drummond

text: NexTier

text: NexTier

text:
Advisors
King & Spalding LLP

text: NexTier

text: Piper Sandler & Co

text: Kirkland & Ellis LLP

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: NexTier

text: Marc Silverberg


text:
EX-99.1
3
ea122168ex99-1_healthlynked.htm
PRESS RELEASE, DATED MAY 20, 2020
Exhibit 99.1
HealthLynked Closes Acquisition
of Cura Health Management, LLC and ACO Health Partners
NAPLES, Florida, May 20, 2020 /PRNewswire/ --
HealthLynked
Corp
(HLYK), a global healthcare network focused on care management of its members and a provider of healthcare technologies
that connect doctors, patients and medical data, today announced that it closed its acquisition of
Cura Health Management, LLC
("
CHM
") and its wholly owned subsidiary
ACO Health Partners, LLC ("AHP")
on May 18,
2020.
"As we expand our global network and focus on improving
care and reducing costs through our technologies and related services, it was a natural fit to acquire CHM and AHP. We believe
our ACO division will bring significant value to our patients and physician members around the globe", said Michael Dent,
M.D., HealthLynked's Chairman and CEO. "Closing the acquisition demonstrates HealthLynked's skill in executing its M&A
strategy even during the COVID-19 pandemic".
Unaudited Financials.
CHM's unaudited consolidated
revenue for 2019 and 2018 were $2,075,607 and $2,466,843 respectively. CHM's unaudited consolidated adjusted net income for
the same periods was $667,671 and $337,001, respectively. Anticipated unaudited consolidated CHM net income for the next twelve
months is projected to be approximately $437,500. Unaudited assets of CHM as of December 31, 2019 were $661,069. We anticipate
having the audit completed in the next 72 days.
Amendment to the Agreement.
The acquisition cost of $1.75
million is a combination of cash, HealthLynked common stock, and a four-year performance-based earnout. HLYK and CHM mutually agreed
to amend the definitive agreement at closing to defer a portion of the initial payment of cash and stock, an additional payment
of cash and stock in September 2020 when the CMS final report of shared savings is received, and the remaining amount in a 4-year
earnout. The total consideration of $1.75M did not change. Shared savings in 2019 and 2018 were $2.3M and $1.9M respectively.
George O'Leary, Chief Financial Officer of HealthLynked, stated,
"CHM and HLYK agreed that with the uncertainty around COVID19 and the desire to get started working together now, it made
more sense to align our interests by delaying a portion of the upfront acquisition consideration until September, when there will
be move visibility into the new normal of the ACO marketplace." He continued, "We are very excited to bring the expertise
of the Cura Team into the HealthLynked family. Scott Calhoun, our Corporate Controller, will be overseeing the audit and the
transition into HealthLynked's operating structure".
About HealthLynked Corporation HLYK
HealthLynked Corp. provides a solution for both patient members
and providers to improve healthcare through the efficient exchange of medical information. The HealthLynked Network is a cloud-based
platform that allows members to connect with their healthcare providers and take more control of their healthcare. Members enter
their medical information, including medications, allergies, past surgeries and personal health records in one convenient online
and secure location, free of charge. Participating healthcare providers can connect with their current and future patients through
the system. Benefits to in-network providers include the ability to utilize the HealthLynked patent pending patient access hub
"PAH" for patient analytics. Other benefits for preferred providers include HLYK marketing tools to connect with their
active and inactive patients to improve patient retention, access more accurate and current patient information, provide more efficient
online scheduling and to fill last minute cancelations using our "real time appointment scheduling" all within our mobile
application. Preferred providers pay a monthly fee to access these HealthLynked services. For additional information about HealthLynked
Corp. visit www.healthlynked.com and connect with HealthLynked on Twitter, Facebook, and LinkedIn.
About Cura Health Management CHM
CHM is a healthcare enablement company that empowers local market
provider entrepreneurs to own and operate their own Value Service Organizations in a franchise like model that extends their reach
and capabilities to maximize revenue, deliver quality care and improve patient outcomes. CHM's innovative resources and expert
solutions are administered as an extension of providers' current in-practice resources, expanding care coordination and care management
services and value-based analytics. These solutions support financial success within both traditional payment models and expansion
to new services, allowing partners to succeed within current and ever emerging value-based payment models.
About ACO Health Partners AHP
ACO Health Partners is an Accountable Care Organization (ACO),
based out of Jacksonville but with providers all over the country, participating in the Medicare Shared Savings Program.
AHP was formed to benefit the patients (Medicare Fee-for-Service Beneficiaries), providers and the communities it serves. AHP is
built on a model of coordinated care to ensure that patients, especially the chronically ill and the elderly, receive the right
care at the right time, avoiding unnecessary duplication of services and prevention of medical errors.
Forward Looking Statements
Forward-Looking Statements in this press release, which are
not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Our actual results, including as a result of any acquisitions, performance or achievements may differ materially from those expressed
or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words
such as "may", "could", "expect", "intend", "plan", "seek", "anticipate,"
"believe", "estimate", "predict", "potential", "continue", "likely,"
"will", "would" and variations of these terms and similar expressions, or the negative of these terms or similar
expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable
by our management, and us are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements,
which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking
statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting
forward looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements,
no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Certain
risks and uncertainties applicable to our operations and us are described in the "Risk Factors" section of our most recent
Annual Report on Form 10-K and in other filings we have made with the U.S. Securities and Exchange Commission. These reports are
publicly available at www.sec.gov.
Contacts:
George O'Leary
Chief Financial Officer
goleary@healthlynked.com
(800) 928-7144, ext. 99
Investor Relations Contacts
:
Stephanie Prince
Jim Hock
PCG Advisory Group
Hanover International Inc.
sprince@pcgadvisory.com
jh@hanoverintlinc.com
646-762-4518
760-564-7400

text: HealthLynked

text: Cura Health Management, LLC

text: ACO Health Partners

override: organization

text:
HealthLynked
Corp

text: Cura Health Management, LLC

text: CHM

text: ACO Health Partners

text: AHP

text: CHM

text: AHP

text: HealthLynked

text: HealthLynked

text: CHM

text: CHM

text: CHM

text: CHM

text: HealthLynked

text: CHM

text: HealthLynked

text: CHM

text: HealthLynked

text: HealthLynked

text: HealthLynked

text: HealthLynked Corp

text: HealthLynked

text: HealthLynked

text: HealthLynked

text:
HealthLynked
Corp

text: HealthLynked

text: CHM

text: CHM

text: CHM

text: ACO Health Partners

text: AHP

text: ACO Health Partners

text: AHP

text: AHP


text:
EX-99.1
12
ex99-1.htm
Solis
Tek Closes Acquisition for Cannabis Cultivation and Processing Facility in Arizona
Transitioning
to High Growth Opportunities in Legalized Cannabis Jurisdictions
Future
Farm Technologies Becomes a 10% Partner
CARSON,
CA - (GlobeNewswire - May 11, 2018)
- Solis Tek, Inc. (OTCQB: SLTK), a vertically integrated cannabis technology innovator,
manufacturer and distributor, today announced the closing of its previously disclosed acquisition of YLK Partners NV, LLC an Arizona-based
company which has in place a management services agreement to provide turn-key services for the management, administration and
operation of a licensed medical marijuana cultivation and processing facility being developed by the holder of a Medical Marijuana
Dispensary Registration Certificate issued by the Arizona Department of Health Services ("
Arizona Licensee"
).
April 26, 2018.html
Solis
Tek, through a wholly-owned subsidiary, has also executed an Option Agreement for the right to enter into a long-term lease agreement
with MSCP, LLC, for an expansive facility comprised of more than 70,000 square feet located in Phoenix, Arizona. The plan is to
develop the facility into one of the most technologically advanced cultivation and processing facilities in the State of Arizona
for use by Arizona Licensee. Solis Tek paid MSCP, LLC $160,000 for the option, which remains exercisable until May 19, 2018.
Solis
Tek has issued 5 million warrants exercisable at $0.01 per share as consideration for the acquisition of all of the ownership
interests in YLK Partners NV from the current owners.
Future
Farm Technologies (
FFT.CN
) has agreed to invest $500,000 for a 10% interest in the Arizona Operation.
YA
II PN, Ltd. is providing the working capital for YLK Partners. Its investment of $2,495,000 is comprised of a $1,500,000 Promissory
Note for 9 months, a $495,000 cash exercise of 450,000 Solis Tek warrants and a $500,000 purchase of Solis Tek common shares at
$1.00 per share.
Solis
Tek Chief Executive Officer, Alan Lien, commented, "We are really excited about this opportunity in Arizona and its growth
and profitability potential. We are very pleased to have partners such as Future Farm Technologies and Yorkville Advisors to collaborate
and support the build-out and growth of this facility. Our collective experience and knowledge in cannabis will position this
Arizona operation for success. We are excited to commence Phase 1 of the development and construction of our state-of-the-art
cultivation and processing facility and look forward to many additional opportunities in the cannabis industry".
About
Solis Tek, Inc.
Solis
Tek, Inc. (OTCQB: SLTK) is a vertically integrated technology innovator, developer, manufacturer and distributor focused on bringing
products and solutions to commercial cannabis growers in both the medical and recreational space in legal markets across the U.S.
For nearly a decade, growers have used Solis Tek's lighting solutions to increase yield, lower costs and grow better to
maximize their return on investment. The Company's customers include retail stores, distributors and commercial growers
in the United States and abroad. For more information, please visit our website, www.solis-tek.com.
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of
management and are subject to a number of uncertainties and risks that could significantly affect the Company's current
plans and expectations, as well as future results of operations and financial condition. The Company undertakes no obligation
to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Investors
Contact:
Hayden
IR
917-658-7878
hart@haydenir.com

text:
Solis
Tek

text: Solis Tek, Inc.

text: YLK Partners NV, LLC

text:
Solis
Tek

text: MSCP, LLC

text: Solis Tek

text: MSCP, LLC

text:
Solis
Tek

text: Solis Tek

text: Solis Tek

text:
Solis
Tek

text: Solis Tek, Inc.

text:
Solis
Tek, Inc.

text: Solis Tek


text:
EX-99.1
5
a07-15851_1ex99d1.htm
EX-99.1
Exhibit
99.1
Contacts:
J. Jay Lobell
Chief Executive Officer & Secretary
Paramount Acquisition Corp.
(212) 554-4522
jlobell@paramountbio.com
Nick Laudico
The Ruth Group
646-536-7030
nlaudico@theruthgroup.com
Paramount Acquisition Corp.
Announces Signing of
Definitive
Agreement to Acquire Chem Rx, an Institutional Pharmacy Leader
New York, N.Y., June 4,
2007 - Paramount Acquisition Corp. (OTCBB:
PMQC, PMQCU, PMQCW), a special purpose acquisition corporation ("SPAC"),
announced today the signing of a definitive agreement to acquire Chem Rx, a major
privately-owned long-term care pharmacy based in Long Beach, New York.
Under the terms of the
agreement, Paramount will acquire all of the outstanding capital stock of Chem
Rx ("Chem Rx" or the "Company") for $133.0 million in cash, and will issue 2,500,000
shares of Paramount common stock to the selling shareholders, who will, as a
group, have the largest ownership interest in Paramount based on current
holdings. The selling shareholders will also be entitled to additional
consideration of up to $12.5 million cash and 9,000,000 shares of Paramount common
stock upon the achievement of certain financial and share price milestones between
2007 and 2011.
The Chem Rx management
team will remain in place after the closing of the transaction, led by Jerry
Silva, R. Ph., who will continue as Chairman and Chief Executive Officer, and
Steven Silva, who will serve as President and Chief Operating Officer. Other members of senior management of the
Company are expected to sign employment agreements that become effective at the
closing.
Paramount expects to
finance the cash portion of the purchase price using the cash in its trust
account (net of liabilities) as well as borrowings under term and revolving
credit facilities that it expects to establish at the closing. In addition, Paramount has agreed to repay up
to $32.5 million of Chem Rx indebtedness, with any additional amounts of
indebtedness at closing to be repaid by the selling shareholders. Paramount is currently negotiating commitments
for these credit facilities.
The closing of the
transaction is subject to Paramount stockholder approval, receipt of financing
sufficient to consummate the transaction and other customary closing
conditions. Paramount expects to
promptly file a preliminary proxy statement concerning the transaction, which
will be subject to review by the Securities and Exchange Commission. Assuming these
conditions are met,
Paramount anticipates completing the transaction in the third or fourth quarter
of 2007.
J. Jay Lobell, CEO of
Paramount Acquisition Corp., said, "We are extremely pleased to announce the
signing of this agreement to acquire Chem Rx. As one of the nation's leading long-term care
pharmacies, Chem Rx enjoys highly favorable demographic trends and combines a
demonstrated operating history and seasoned management team with a
well-developed infrastructure and established industry relationships. We believe this combination of industry
strength, executive experience and proven results can provide a catalyst for
long-term growth. The Company's
consistent regional growth, coupled with recent and future expansion plans,
positions the Company as a leader in the space and a potential consolidator".
Founded more than 40 years
ago, Chem Rx is the leading privately-owned long-term care pharmacy serving the
New York City metropolitan area, as well as parts of New Jersey and
Pennsylvania. Chem Rx's client base includes
skilled nursing facilities and a wide range of other long-term care facilities. The Company provides to more than 60,000
residents prescription and non-prescription drugs, intravenous medications,
durable medical equipment items and surgical supplies. For the 12-month period ended March 31, 2007,
Chem Rx generated approximately $272 million in revenue and EBITDA of more than
$24,000,000 (as adjusted to add back certain one-time and non-recurring
charges).
Jerry Silva, R. Ph,
Chairman and CEO of Chem Rx, said, "We are excited to be partnering with
Paramount and entering the public markets during a time of unparalleled
opportunity for Chem Rx. We foresee continued
internal growth and numerous opportunities to expand in the Northeast and
selected other areas, while maintaining the same high level of customer service
and attention for which we are well-known.
We have already achieved during 2007 our largest annual bed growth in
our history and we look forward to working with Paramount to deliver results to
Paramount's investors".
ABOUT
PARAMOUNT ACQUISITION CORP.
Paramount Acquisition
Corp. is a Specified Purpose Acquisition Company™ that was formed for the
specific purpose of effecting a merger, capital stock exchange, asset
acquisition, or other similar business combination with an operating business
in the healthcare industry. Paramount
raised net proceeds of approximately $53 million through its initial public
offering consummated in October 2005 and exercise of the over-allotment option,
and has dedicated its attention since the offering to seeking and evaluating
business combination opportunities.
Paramount
Acquisition Corp. is an affiliate of Paramount BioSciences, LLC, which focuses primarily
on the development of promising in-licensed drug candidates. Founded in 1991 by Lindsay A. Rosenwald, M.D.,
Paramount BioSciences is a unique drug development and health care financial company
that, with the assistance of its affiliated life sciences merchant bank, has
created approximately 50 start-up companies over the past fifteen years, about half
of those over the past four years alone.
Since its inception, Paramount BioSciences and its affiliated companies
have been involved in the clinical development of more than seventy drug
candidates - several of which have reached the market - and have over forty
compounds in clinical development today.
Paramount BioSciences has extensive experience in all facets
2
of
the development of emerging life sciences companies and provides its portfolio
companies a wide range of professional and financial support services.
Safe Harbor Statement
This
press release contains forward-looking statements about Paramount within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements
that are not historical facts. Such
forward-looking statements are based upon the current beliefs and expectations
of Paramount's management and are subject to risks and uncertainties that could
cause actual results to differ from the forward looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements: compliance with government
regulations; changes in legislation or regulatory environments, requirements or
changes adversely affecting the health care industry, including changes in
Medicare reimbursement policies; fluctuations in customer demand; management of
rapid growth; intensity of; timing, approval and market acceptance of new
product introductions; general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in Paramount's
Annual Report on Form 10-KSB for the year ended December 31, 2006. The information set forth herein should be
read in light of such risks. Paramount
does not assume any obligation to update the information contained in this
press release.
Additional
information concerning the transaction is included in the Current Report on
Form 8-K being filed today by Paramount with the Securities and Exchange
Commission (the "SEC"). A stockholder
meeting will be announced to obtain stockholder approval for the transaction. Paramount intends to file with the SEC a proxy
statement and other relevant materials in connection with the transaction,
which will be mailed to Paramount's stockholders. PARAMOUNT'S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, PARAMOUNT AND
CHEMRX. Investors and stockholders may obtain free copies of these materials
(when they are available) and other documents filed with the SEC at the SEC's
website at www.sec.gov. A free copy of
the proxy statement when it becomes available may also be obtained from
Paramount, at 787 7th Avenue, 48th Floor, New York, NY 10019.
Paramount,
Chem Rx and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Paramount's stockholders with
respect to the transaction. Investors
and stockholders may obtain more detailed information regarding the direct and
indirect interests of Paramount, Chem Rx and their respective officers and
directors in the proposed transaction by reading Paramount's proxy statement,
which will be filed with the SEC.
###
3

text: J. Jay Lobell

text: Paramount Acquisition Corp.

text: Paramount Acquisition Corp.

text: Chem Rx

text: Paramount Acquisition Corp.

text: Chem Rx

text: Paramount

text:
Chem
Rx

text: Chem Rx

text: Paramount

text: Paramount

text: Paramount

text: Chem Rx

text: Paramount

text: Paramount

text: Chem Rx

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: J. Jay Lobell

text: Paramount Acquisition Corp.

text: Chem Rx

text: Chem Rx

text: Chem Rx

text: Chem Rx

text: Chem Rx

text: Chem Rx

text: Paramount

text: Chem Rx

text: Paramount

text: Paramount

text: PARAMOUNT ACQUISITION CORP.

text:
Paramount Acquisition
Corp.

text: Paramount

text:
Paramount
Acquisition Corp.

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: Paramount

text: PARAMOUNT

text: PARAMOUNT

text: Paramount

text: Paramount

text: Chem Rx

text: Paramount

text: Paramount

text: Chem Rx

text: Paramount


text:
EX-99.1
7
a07-18650_1ex99d1.htm
EX-99.1
Exhibit 99.1
Nascent
Wine Company, Inc. Completes Acquisition of Grupo Sur Promociones
With
this acquisition Nascent becomes the leading sales, distribution, merchandising
and promotions organization in Mexico, with more than 4,500 full time
merchandisers and promotion personal
SAN DIEGO-(BUSINESS WIRE)-Nascent Wine Company, Inc. (OTCBB: NCTW), dba
Nascent Foodservice, the only national food and beverage sales and distribution
company in Mexico, announced today that it completed its acquisition of Grupo
Sur Promociones de México S.A. de C.V. (GSP).
GSP has been in the Mexican market for 30 years and is one of the
leading field marketing and below the line marketing (BTL) organization in Mexico with 4,500 contract employees
servicing 240,000 retail accounts including supermarkets and convenience
stores. GSP'S expertise includes merchandising, promotions, sampling, retail
data collection, and sales and marketing of retail products.
Both GSP and Nascent are founding members of the Mexico Sales Alliance,
the leading sales group in Mexico concentrating on sourcing, importing,
marketing, selling and distributing products from around the world into Mexico.
www.MexicoSalesAlliance.com
Nascent intends to use GSP's services for itself and every product it
sells and distributes including Miller Beer, Cora Italian Products, Mitsuki
Asian Products, Bonet European Products and Kabbalah Energy Drink..
GSP's 2006 sales were approximately $22 million and it represents
Nascent's largest acquisition to date.
Nascent is quickly positioning itself to become one of the largest
importer and distributors in Mexico and with GSP now adds sales, marketing,
promotion and merchandising of food and beverage to its portfolio.
Sandro Piancone, CEO of Nascent said: "It is an exiting time for our
company, now we can sell and service all of our 8,000 supermarket customers in
Mexico with our own full time employees".
Victor Petrone, President of Nascent expressed "GSP sells to 240,000
independent retail accounts in Mexico and we want to start funneling our
products to all those stores".
Gregory Cowal, President of GSP said "We provide merchandising, sales
and promotions services to some of the largest name brands in the world, now we
can offer the same companies distribution throughout Mexico as part as our
services".
About
Grupo Sur Promociones
Grupo Sur Promociones de México S.A de C. V. is a 30 year old company
servicing 240,000 retail stores and the leading Bellow the Line (BTL) and Field
Marketing organization in all of Mexico with more than 4,500 contracted
employees and 40 satellite offices. It
provides services including merchandising, sampling, retail promotions, retail
data capture, event management, sales and marketing throughout Mexico. GSP services every single supermarket in
Mexico including Wal-Mart, Soriana and Gigante. It also boosts some of the best
names as customers including Proctor & Gamble, WalMart, 20th
Century Fox, General Mills,
Glaxo Smith Kline, CHEP pallets and many others.
www.gspm.com.mx
About Nascent Wine Company, Inc.
Nascent is a leading food and beverage distributor in Mexico, marketing
and distributing over 2,000 national and proprietary brand food and non-food
products. Nascent also has the
exclusive right to distribute Miller Beer in Baja California, Mexico. In
addition, Nascent sells select products from Nestle, Haagen-Dazs, General
Mills, Ferrarelle Water, Cora Italian Food Products, Bonafont Water, Bonet,
Mitsuki, Avasoft Ice Cream, Kabbalah
Energy Drink, and Jolly Rancher Soda.
Nascent is focused on acquiring
profitable, well positioned distributors in Mexico with quality food and
beverage portfolios, selling to over 7,000 sales points including supermarkets,
convenience stores and foodservice accounts.
Nascent trades on the OTC Bulletin Board as Nascent Wine Company, Inc.,
ticker symbol NCTW.OB.
Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995:
This news release contains
forward-looking statements within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. These statements are
based upon our current expectations and speak only as of the date hereof. Our
actual results may differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors and uncertainties,
including the recent economic slowdown affecting technology companies, the
future success of our scientific studies, our ability to successfully develop
products, rapid technological change in our markets, changes in demand for our
future products, legislative, regulatory and competitive developments and
general economic conditions. Our Annual Reports on Form 10-K, Quarterly Reports
on Forms 10-Q, Current Reports on Forms 8-K and other SEC filings discuss some
of the important risk factors that may affect our business, results of
operations and financial condition. We undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Investor
Relations:
Pilot
Financial Communications Network
Rick
Gean
(480)
247-2142
info@pilotfcn.com

text:
Nascent
Wine Company, Inc.

text: Grupo Sur Promociones

text: Nascent Wine Company, Inc.

text: Sandro Piancone

text: Victor Petrone

text: Gregory Cowal

text: Grupo Sur Promociones

text: Nascent Wine Company, Inc.

text: Nascent Wine Company, Inc.


text:
EX-99.1
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
For further information, call
Bonnie Herron, 770-564-5504
or email to
bherron@intelsys.com
INTELLIGENT SYSTEMS CORPORATION ANNOUNCES
SALE OF CHEMFREE CORPORATION SUBSIDIARY
Norcross, GA - March 31, 2015 -
Intelligent Systems Corporation [NYSE MKT: INS; www.intelsys.com] announced today that it has signed a Stock Purchase Agreement to sell its ChemFree Corporation subsidiary to CRC Industries, Inc., a privately held company, and simultaneously closed on the transaction as of the end of business March 31, 2015. The purchase price is approximately $21.6 million cash subject to certain post-closing adjustments.
"After carefully considering all of the options for enhancing value for shareholders, the Intelligent Systems Board of Directors concluded that this transaction would generate great value for shareholders and will position the remaining subsidiary, CoreCard Software, for long term success", said Leland Strange, President and CEO of Intelligent Systems. "We were able to achieve an attractive outcome and create additional balance sheet flexibility for growing CoreCard".
Following the sale of ChemFree, the business of Intelligent Systems will consist primarily of its CoreCard Software subsidiary. The company will focus on the payments industry which it believes offers significant growth potential. Management will continue to explore various strategic alternatives that may include acquisitions or divestiture.
The transaction offers a favorable outcome for the employees and the business of ChemFree as CRC has deep expertise in the industrial MRO and automotive aftermarket marketplaces. "Aligning ChemFree with CRC will be advantageous for both companies. We look forward to expanding the reach of ChemFree's unique bio-remediating SmartWasher
®
throughout our worldwide distribution network", said Scott Grey, CEO of CRC Industries, Inc.
The company will have approximately $22 million in consolidated cash after certain closing adjustments and transaction expenses. Some of the transaction cash will be held in escrow as is typical in transactions of this type. While there will be some tax on the transaction, the company expects it to be minimal. It is the intention of the company to distribute or return in the near term approximately $5 million of the proceeds to its shareholders either as a dividend or stock re-purchase. The Board has yet to determine the specific mechanism.
Beginning in the first quarter ended March 31, 2015, the company will classify and report results of ChemFree as discontinued operation. It should be noted that, historically, profits from ChemFree have supported the development of CoreCard Software and Intelligent Systems expects to report losses for the next several years as it continues to invest in CoreCard's software platform.
The company announced in the fourth quarter of 2014 that it would explore strategic alternatives for maximizing shareholder value and that process will continue. No timetable has been set for the company's process and the company does not expect to comment further or update the market with any further information on the process unless and until its Board of Directors has approved a specific transaction or otherwise deems disclosure appropriate or necessary.
About Intelligent Systems Corporation
For over thirty-five years, Intelligent Systems Corporation [NYSE MKT: INS] has identified, created, operated and grown early stage technology companies. The company has operations and investments primarily in the information technology. The company's principal majority-owned subsidiary is CoreCard Software, Inc. (
www.corecard.com
), a provider of software and services for prepaid and credit card processing. Further information is available on the company's website at
www.intelsys.com
or by calling the company at 770/381-2900.
In addition to historical information, this news release may contain forward-looking statements relating to Intelligent Systems Corporation and its subsidiary and affiliated companies. These statements include all statements that are not statements of historical fact regarding the intent, belief or expectations of Intelligent Systems Corporation and its management with respect to, among other things, results of operations, product plans, and financial condition. The company does not undertake to update or revise any forward-looking statements, whether as a result of new developments or otherwise, except as required by law. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are instability in the financial markets, delays in product development, undetected software errors, competitive pressures, changes in customers' requirements or financial condition, market acceptance of products and services, changes in the performance, financial condition or valuation of affiliate companies, the risks associated with investments in privately-held early stage companies and further declines in general economic and financial market conditions, particularly those that cause businesses to delay or cancel purchase decisions.
####

text: INTELLIGENT SYSTEMS CORPORATION

text: CHEMFREE CORPORATION

text: Intelligent Systems Corporation

text: ChemFree Corporation

text: CRC Industries, Inc.

text: Leland Strange

text: Scott Grey

text: CRC Industries, Inc.

text: Intelligent Systems Corporation

text: Intelligent Systems Corporation

text: Intelligent Systems Corporation

text: Intelligent Systems Corporation


text:
EX-99.2
4
ex992.htm
EXHIBIT 99.2
ex992.htm
Exhibit 99.2
New Energy Acquires Kim Fai Solar Energy Technology Co. Ltd. for $24.0 Million in Stock and Seller Note
Acquisition expands New Energy's Anytone® and New Power product segments
Expected to be accretive to earnings
Acquisition price is
4.8x projected 2011 net income
Forecasted to generate $24.0 million of revenue and $5.0 million of net income in 2011
SHENZHEN, China, Nov. 12 /PRNewswire-Asia-FirstCall
/ -- New Energy Systems Group (NYSE Amex: NEWN) ("New Energy" or the "Company"), a vertically integrated original design manufacturer and distributor of lithium ion batteries and backup power systems, today announced it has acquired Shenzhen-based Kim Fai Solar Energy Technology, Co. Ltd. ("Kim Fai") for $24.0 million, to be paid in stock and a seller note. Kim Fai was established in 2005 and is a rapidly growing manufacturer of consumer, commercial and residential solar energy and battery systems including remote battery products for hand held communication and computing devices.
The $24.0 million purchase price includes: (i) approximately 1.9 million newly issued New Energy common shares (valued at $11.0 million, which is based on a value of $5.75 per share, which reflects the approximate price of the Company's stock when the two parties began negotiating) and (ii) $13.0 million interest-free seller note due in one year.
The acquisition of Kim Fai is expected to generate approximately $24.0 million of revenue and $5.0 million of net income in 2011. Kim Fai is being acquired from parties that, prior to this announcement, are unrelated and unaffiliated with the Company in anyway.
Mr. Jack Yu, Chairman of New Energy stated "We are very excited about this acquisition, which we believe will make New Energy a larger, stronger, and more profitable company. The solar industry in China is one of the fastest growing markets in the world, and we believe Kim Fai's revenue will grow over 30% in 2011 and will experience similar growth in the years to come. As a result, we are very pleased with our ability to acquire such a highly regarded and fast growing company at only 4.8 times the projected 2011 net income. Furthermore, we believe there will be meaningful synergies derived by combining Kim Fai into our existing operations, including our ability to sell Kim Fai's products through our existing distribution channels, by leveraging our combined research and development efforts and further reducing certain redundant manufacturing and SG&A costs. One of our first priorities will be to expand our Anytone® solar-powered product offering with new technologies and consumer products using Kim Fai's solar power sources. Importantly, all of Kim Fai senior management, including its President, Mr. Gong Wei, will continue to manage the company's day to day operations. Kim Fai's management team is very well respected in the industry and we expect the acquisition integration to be seamless. Finally, we believe that the fact that the sellers request to be paid in large part in stock reflects their confidence in value creation which will occur from the new combined entity".
The approximately 1.9 million shares issued as part of this acquisition are restricted, unregistered shares sold pursuant to Reg S or Section 4(2) of the Securities Act of 1933 and are subject to the resale restriction of Rule 144 promulgated thereunder.
New Energy currently has a significant cash balance, minimal debt and generates strong cash flow. As a result, the Company expects to repay the seller note with cash flow from operations and will not need additional financing to meet this obligation.
1
About New Energy Systems Group
New Energy Systems Group is a vertically integrated original design manufacturer and distributor of lithium ion batteries and backup power systems for mobile phones, laptops, digital cameras, MP3s and a variety of other portable electronics. The company's end-user consumer products are sold under the Anytone® brand in China, and the company has begun expanding its international sales efforts. The fast pace of new mobile device introductions in China combined with a growing middle class make it fertile ground for New Energy's end-user consumer products, as well as its high powered, light weight lithium ion batteries. In addition to historically strong organic growth, New Energy is expected to benefit from economies of scale, broader distribution, greater production capacity and higher profit margins in 2010. Additional information about the company is available at: www.newenergysystemsgroup.com.
Forward Looking Statements
This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as "believes", "expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.
For more information, please contact:
COMPANY
New Energy Systems Group
Ken Lin, VP of Investor Relations
Tel: +1-917-573-0302
Email: klin1330@hotmail.com
INVESTOR RELATIONS
John Mattio, SVP
HC International, Inc.
Tel: US +1-203-616-5144
Email: john.mattio@hcinternational.net
Web: http://www.hcinternational.net
2

text: New Energy

text: New Energy

text: New Energy Systems Group

text: New Energy

text: New Energy

text: Jack Yu

text: New Energy

text: New Energy

text: Gong Wei

text: New Energy

text: New Energy Systems Group

text: New Energy Systems Group

text: New Energy

text: New Energy

text: New Energy Systems Group

text: Ken Lin


text:
EX-99.1
3
v381708_ex99-1.htm
EXHIBIT 99.1
Great American Group and B. Riley &
Co. Combination Complete
-A uniquely positioned investment banking
and financial services firm is created-
Woodland Hills, Calif. and LOS ANGELES (June 18, 2014) -
Great American Group, Inc.
(OTCBB: GAMR) (OTCBB: GAMRD) ("Great American Group"), a leading provider of asset
disposition and financial advisory services, and B. Riley & Co., LLC ("B. RILEY"), a leading full-service investment
bank, announced today the completion of their previously announced strategic combination, creating a uniquely positioned investment
banking and financial services firm.
The terms of the transaction provide for the issuance of approximately
4.2 million shares of Great American Group common stock (subject to working capital adjustments) in exchange for 100 percent of
the ownership interests of B. RILEY and certain of its affiliates. Great American Group and B. RILEY will operate collectively
under the publicly traded holding company.
Mr. Bryant Riley, who has assumed the role of Chairman of the
Board and Chief Executive Officer of the combined company said, "This transaction represents a transformative event for our
firms and creates a single differentiated financial services group that provides new lines of financial products and services to
meet the growing needs of our clients".
"B. RILEY's nearly 18 years of experience providing
corporate finance, research and sales and trading services to consumer and retail companies complements services which Great American
Group is providing to that same sector", he added. "With virtually no overlap in our respective businesses, there are
many opportunities where we can expand our relationships with existing clients, thereby delivering new services while enhancing
shareholder value".
Mr. Andrew Gumaer, who will remain in his role as Chief Executive
Officer of the operating subsidiary for the Great American Group business said, "We have engaged in extensive collaboration
planning and we are excited to combine our respective professional expertise to leverage client relationships across the businesses".
Great American Group has over 40 years of experience in the
asset valuation and disposition marketplace. As one of the largest appraisal practices in the U.S., Great American Group professionals
conducted approximately 1200 appraisals for asset based lenders in 2013. Its real estate division works to create value from clients'
portfolios of owned and leased real property and counts Blockbuster, Kmart, Long Island National Golf Club and Tommy Hilfiger among
its past clients. Great American Group also has a rich history of successfully executing asset disposition projects for major retailers
such as Borders, Circuit City, Linens 'n Things and Tower Records and has been responsible for running auctions for storied
businesses from the Stardust Resort and Casino in Las Vegas to Hollywood Park Race Track.
Since its founding in 1997, B. RILEY has established itself
as a leading underwriter of small and mid-cap equities for the institutional investor community. As a research-centric investment
bank, B. RILEY has developed a strong reputation for its objective equity research coverage. Many of its senior research analysts
hold #1, #2 or #3 rankings in the independent annual performance surveys conducted by the Wall Street Journal's Best on the
Street, Institutional Investor Awards, FT/Starmine Awards, Zacks Profit from the Pros, and more. Additionally, B. RILEY's
Corporate Finance Group addresses the financing needs of both private and public companies. With a concentration in the consumer/retail
and technology sectors, B. RILEY maintains dedicated banking teams in 18 different industries, with experience with initial, secondary
and follow-on public offerings, institutional private placements and merger and acquisition advisory services.
Earlier in the month, Great American Group announced a 1-for-20
reverse stock split which took effect June 3, 2014. For the first 20 business days post-reverse split, the stock trades under the
symbol "GAMRD", before reverting back to ticker symbol "GAMR".
About Great American Group, Inc. (OTCBB: GAMR) (OTCBB: GAMRD)
Great American Group is a leading provider of asset disposition
and auction solutions, advisory and valuation services, capital investment, and real estate advisory services for an extensive
array of companies. A trusted strategic partner at every stage of the business lifecycle, Great American Group efficiently deploys
resources with sector expertise to assist companies, lenders, capital providers, private equity investors and professional service
firms in maximizing the value of their assets. The company has in-depth experience within the retail, industrial, real estate,
healthcare, energy and technology industries. The corporate headquarters is located in Woodland Hills, Calif. with additional
offices in Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, New York, Norwalk, Conn., San Francisco, London, Milan and Munich.
For more information, call (818) 884-3737 or visit
www.greatamerican.com.
About B. Riley & Co., LLC
B. Riley & Co. is a leading investment bank which provides
a full array of corporate finance, research, and sales & trading to corporate, institutional and high net worth individual
clients. Investment banking services include initial, secondary and follow-on offerings, institutional private placements, and
merger and acquisitions advisory to public and private middle market companies. The firm is nationally recognized for its highly
ranked proprietary equity research. Founded in 1997, B. Riley & Co. is headquartered in Los Angeles and maintains offices
in New York, San Francisco, and Newport Beach, Calif. It is a member of FINRA and SIPC. For more information, please visit
www.brileyco.com.
Forward-Looking Statements
This press release may contain forward-looking statements by Great American Group that are not based on historical fact, including,
without limitation, statements containing the words "expects", "anticipates", "intends", "plans,"
"believes", "seeks", "estimates" and similar expressions and statements. Because these forward-looking
statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events
or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include
those risks described from time to time in Great American Group's filings with the SEC, including, without limitation, the
risks described in Great American Group's Annual Report on Form 10-K for the year ended December 31, 2013. These factors
should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information
is current as of the date this press release is issued, and Great American Group undertakes no duty to update this information.
Investor Contact
Phillip Ahn
Great American Group
Chief Financial Officer and Chief Operating Officer
(818) 884-3737
pahn@greatamerican.com
###

text: Great American Group

text:
B. Riley &
Co.

text: Great American Group

text: Great American Group

text: B. Riley & Co.

text: Great American Group

text: Great American Group

text: Bryant Riley

text:
Great American
Group

text: Andrew Gumaer

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: B. Riley & Co.

text: B. Riley & Co.

text: B. Riley & Co.

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group

text: Great American Group


text:
EX-99.1
20
tm201618d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
ArTara
Therapeutics Completes Merger Transaction with Proteon Therapeutics
Shares
of ArTara to commence trading on Nasdaq under new ticker symbol "TARA" effective January 10, 2020
Company
completes previously announced equity financing of $42.5 million concurrently with the closing of the merger
Combined
company will focus on developing treatments for Lymphatic Malformations and
intestinal
failure associated liver disease
NEW YORK, January 9, 2020 -
ArTara
Therapeutics, Inc.
(Nasdaq: TARA)
("ArTara" or the "Company"),
a clinical-stage company developing treatments for rare and specialty diseases with significant unmet needs, today announced
the
completion of the merger with
Proteon Therapeutics, Inc.
("Proteon") (Nasdaq: PRTO) and associated equity
financing. The merged company will operate under the name ArTara Therapeutics, Inc., and its shares will commence trading
on the Nasdaq Capital Market at the open of market trading on January 10, 2020, under the ticker symbol "TARA".
"We believe that
the closing of the merger signifies a transformative event that will provide ArTara with the opportunity to achieve its next level
of corporate growth as we advance our pipeline of de-risked, unique solutions for rare and specialty diseases", said Jesse
Shefferman, chief executive officer of ArTara. "We look forward to achieving a number of exciting milestones in our development
programs in the coming year".
The combined company
also closed an equity financing of approximately $42.5 million with a syndicate of healthcare dedicated investors. The net proceeds
from this financing will fund development of ArTara's lead assets, TARA-002 and intravenous (IV) choline chloride.
ArTara is focused on
acquiring and modernizing high-potential, de-risked product candidates for rare and specialty diseases. The Company's lead
program, TARA-002, is a follow-on biologic of the innovator therapy OK-432, an inactivated Group A streptococcus bacterial preparation
approved in Japan for the treatment of lymphangiomas, also known as Lymphatic Malformations or LM's, along with several other
specialty indications. ArTara plans to initially pursue development of TARA-002 for the treatment of LM's which are rare,
typically congenital, malformations of the lymphatic vasculature. TARA-002's innovator therapy, OK-432, has been interrogated
in dozens of additional indications through investigator-sponsored studies around the world and ArTara will conduct preliminary
investigations into a number of these indications after advancing the LM's program.
ArTara's second
asset, IV choline chloride, is a phospholipid substrate replacement therapy that has shown promising results in a Phase 2 study
in intestinal failure associated liver disease (IFALD). ArTara's IV choline chloride has also been granted orphan drug designation
by the U.S. FDA.
The combined company
will be led by Jesse Shefferman, its chief executive officer and will be headquartered in New York.
Following the closing
of the merger and the financing, the previous Proteon stockholders will own approximately 10% of the combined company, while the
previous ArTara security holders and new investors will own approximately 90% of the combined company (on a fully diluted basis).
H.C. Wainwright &
Co. acted as financial advisor to Proteon for the merger, and Morgan, Lewis & Bockius LLP acted as legal counsel to Proteon.
Ladenburg Thalmann & Co. Inc. acted as financial advisor to ArTara, and Cooley LLP acted as legal counsel to ArTara.
About ArTara Therapeutics, Inc.
ArTara is focused on identifying and optimizing
product candidates for patients suffering from rare and specialty diseases where there is a significant unmet need. ArTara's
current development programs focus on the treatment of rare diseases in structural and connective tissues, as well as rare hepatology/gastrointestinal
and metabolic disorders. The Company's lead program, TARA-002, is being developed for the treatment of lymphatic malformations.
ArTara's second program, IV choline chloride, is a phospholipid substrate replacement therapy in development for the treatment
of IFALD. For more information, visit
https://artaratx.com/for-investors/.
Forward-Looking Statements
This communication contains "forward-looking" statements,
including, without limitation, statements related to the anticipated benefits of the transactions contemplated by the merger and
the financing and the related transactions, the anticipated benefits of the sale of $42.5 million of ArTara's common stock
to certain stockholders, the anticipated trading of the combined company's stock on the Nasdaq Capital Market, and statements
related to ArTara's development programs. Any statements contained in this communication that are not statements of historical
fact may be deemed to be forward-looking statements. These forward-looking statements are based upon ArTara's current expectations.
Forward-looking statements involve risks and uncertainties. ArTara's actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include,
without limitation, related to ArTara's ability to successfully integrate the operations of Proteon and ArTara and achieve
the potential benefits of the merger; the Company's ability to advance its preclinical programs and the uncertain and time-consuming
regulatory approval process. Additional risks and uncertainties relating to ArTara and its business can be found under the caption
"Risk Factors - Risks Related to ArTara" in Proteon's Registration Statement on Form S-4 initially filed
with the SEC on November 7, 2019, as amended. ArTara expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in ArTara's expectations with
regard thereto or any change in events, conditions or circumstances on which any such statements are based.
CONTACTS
Media Contact
Karen O'Shea, Ph.D.
LifeSci Public Relations
koshea@lifescipublicrelations.com
929-469-3860

text:
ArTara
Therapeutics

text: Proteon Therapeutics

text:
ArTara
Therapeutics, Inc.

text: Proteon Therapeutics, Inc.

text: ArTara Therapeutics, Inc.

text:
Jesse
Shefferman

text: Jesse Shefferman

text:
H.C. Wainwright &
Co.

text: Morgan, Lewis & Bockius LLP

text: Ladenburg Thalmann & Co. Inc.

text: Cooley LLP

text: ArTara Therapeutics, Inc.