text:
EX-99.1
3
emgl160701-8k-ex99.txt
TEXT OF PRESS RELEASE
Empire Global Corp. Completes Two Key Acquisitions
New York, July *, 2016. Empire Global Corp. (OTCQB:EMGL) a company providing
regulated online and offline gaming and wagering through licensed subsidies in
Italy, announced today it has completed the acquisition of 2 key gaming
companies which include a gaming software development team and licensed betting
platform as well as a management company which operates a large portfolio of
land-based gaming agencies throughout Italy.
The businesses bring to Empire a full staff of software engineers, marketing and
customer care agents as well as a key number of highly experienced European
gaming specialists. The company will appoint the key executives to our board of
directors and will engage the team as executive staff to continue the rapid
development of our gaming business beginning with our strategy in Italy.
As a result of these significant transactions, Empire is now a fully integrated
online and land-based gaming company offering a full suite leisure betting
products with a powerful in-house, proprietary gaming technology solution. The
deals further cement our plan to capitalise on the consolidation of the
regulated gaming business in Italy by substantially increasing our land-based
distribution ahead of the 2016 government license auction.
Mr. Michele Ciavarella, Chairman and CEO of Empire Global Corp. commented, "The
acquisitions of these enterprises demonstrates the commitment of our senior
management in Italy and the level of trust and confidence shown by the key
executives of these entities in the opportunity that Empire has in Italy." Mr.
Ciavarella also stated, "The land-based portfolio managed by this team
represents is a key inflection point for Empire and a portal to multiply our
land-based distribution vertical by providing turn-key operating locations prior
to the completion of the auction. Empire management has been fostering this
strategy for the past two years and is absolutely delighted to realise a
substantial economic benefit to our operations as a result".
About Empire
Empire Global Corp., together with its wholly owned subsidiaries, Multigioco Srl
and Rifa Srl, is a fully integrated licensed online and land-based gaming
operator. The company conducts its business primarily through our internet-based
gambling and sports betting platform under the registered brand Newgioco on our
licensed gaming website www.newgioco.it as well as land-based neighborhood
betting shops situated throughout Italy.
The company, through its online gaming website and shops, provides a full suite
of gaming products and services, such as sports betting, online casino, poker,
and bingo and interactive games. Additional information is available on our
corporate website at www.emglcorp.com.
This Press Release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The company has
tried, whenever possible, to identify these forward-looking statements using
words such as "anticipates", "believes", "estimates", "expects", "forecast,"
"plans", "intends", "potential" and similar expressions. These statements
reflect the company's current beliefs and are based upon currently available
information. Accordingly, such forward-looking statements involve known and
unknown risks, uncertainties and other factors which could cause the company's
actual results, performance or achievements to differ materially from those
expressed in or implied by such statements.
Factors which may cause such differences include the company's ability to
complete additional acquisitions, expand our distribution, increase our client
base and other risks disclosed in the company's SEC filings. The company
undertakes no obligation to update or advise in the event of any change,
addition or alteration to the information covered in this press release,
including such forward-looking statements. Investor Relations Contact
Renmark Financial Communications Inc.
Bettina Filippone: bfilippone@renmarkfinancial.com
Tel: (416) 644-2020 or (514) 939-3989
www.renmarkfinancial.com
Andrew Barwicki
516-662-9461 / andrew@barwicki.com

text: Empire Global Corp.

text: Empire Global Corp.

text:
2 key gaming
companies

text: Michele Ciavarella

text: Empire Global Corp.

text: Empire Global Corp.


dataset: buster

text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
NEWS RELEASE
Independent Bank Corp.
288 Union Street
Rockland, MA 02370
Investor Contacts:
Chris Oddleifson
President and Chief Executive Officer
Independent Bank Corp.
(781) 982-6660
Denis K. Sheahan
Chief Financial Officer
Independent Bank Corp.
(781) 982-6341
INDEPENDENT BANK CORP.
ANNOUNCES
COMPLETION OF
SLADE'S FERRY BANCORP.
ACQUISITION, APPOINTMENT OF CARL RIBEIRO AS A
DIRECTOR, AND
RESULTS OF STOCK/CASH ELECTIONS BY SLADE'S FERRY SHAREHOLDERS
Rockland, Massachusetts (February 29, 2008). Independent Bank Corp. (NASDAQ: INDB),
parent of Rockland Trust Company, today announced the closing of its acquisition of Slade's Ferry
Bancorp. (NASDAQ: SFBC), parent of Slades Bank.
"We are absolutely delighted to welcome Slades Bank customers and employees to Rockland
Trust", said Christopher Oddleifson, Independent Bank Corp. President and Chief Executive Officer.
"The Slades Bank team has built a tremendous franchise, and this acquisition will enable Rockland
Trust to accelerate our expansion in Fall River, New Bedford, and surrounding areas".
The closing under the October 11, 2007 merger agreement occurred today, and the acquisition
will be effective as of 12:01 a.m. on Saturday, March 1, 2008. Also effective as of Saturday,
March 1, 2008 Slades Bank will merge into Rockland Trust and, on Monday, March 3, 2008, the nine
former Slades Bank branches will reopen as Rockland Trust branches.
Effective as of the completion of the acquisition, former Slades Ferry Bancorp. Director Carl
Ribeiro was appointed a Class II Director of Independent Bank Corp., with a term expiring at the
2010 Annual Shareholder Meeting, and was also appointed a Director of Rockland Trust.
The results of the elections made by shareholders of Slade's Ferry Bancorp. as to the form of
consideration to be received due to the merger are as follows:
.
Stock Elections
: Slade's Ferry shareholders who validly elected to receive all
Independent common stock will receive 0.818 shares of Independent common stock for each
share of Slade's Ferry common stock with respect to which that election was made;
.
Non-Elections
: Slade's Ferry shareholders who validly elected either the "No
Preference" choice or who did not make a valid election will receive 0.818 shares of
Independent common stock for each share of Slade's Ferry common stock held immediately
prior to the merger; and
.
Cash Elections
: The cash elections were oversubscribed and therefore subject to the
pro-ration calculations specified in the merger agreement, so that in the aggregate 75% of
the shares of Slade's Ferry common stock outstanding immediately prior to the merger were
converted into shares of Independent common stock and the remaining 25% of the shares of
Slade's Ferry common stock outstanding immediately prior to the merger were converted into
the right to receive $25.50 in cash, without interest. Due to the pro-ration required by
the oversubscription of cash elections, Slade's Ferry stockholders who validly elected to
receive cash will receive $25.50 in cash, without interest, for 53.6745% of their shares
and 0.818 shares of Independent common stock for 46.3255% of their shares.
Under the terms of the merger agreement, cash will be issued in lieu of fractional shares.
About Independent Bank Corp.:
Independent Bank Corp.'s sole bank subsidiary, Rockland Trust Company, currently has
approximately $3.4 billion in assets. Rockland Trust offers commercial banking, retail banking,
investment management services, and insurance sales services from: 63 retail branches, 9
commercial lending centers, and 5 mortgage origination offices located throughout southeastern
Massachusetts and on Cape Cod; and, from 4 investment management offices located throughout
southeastern Massachusetts, on Cape Cod, and in Rhode Island. To find out more about the products
and services available at Rockland Trust, please visit https://
www.rocklandtrust.com.
Forward Looking Statements:
This press release may include "forward-looking statements" within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Independent Bank Corp. wishes to caution readers not to place undue reliance on any forward-looking
statements. Independent Bank Corp. disclaims any intent or obligation to update publicly any such
forward-looking statements, whether in response to new information, future events, or otherwise.
All forward-looking statements are qualified in their entirety by this cautionary statement.

label: organization

text: Independent Bank Corp.

label: person

text: Chris Oddleifson

text: Independent Bank Corp.

text: Denis K. Sheahan

text: Independent Bank Corp.

text: INDEPENDENT BANK CORP.

text: SLADE'S FERRY BANCORP.

text: Independent Bank Corp.

text:
Slade's Ferry
Bancorp.

text: Independent Bank Corp.

text: Independent Bank Corp.

text: Slade's Ferry Bancorp.

text: Independent Bank Corp.

text: Independent Bank Corp.

text: Independent Bank Corp.

text: Independent Bank Corp.

source_dataset: expertai/BUSTER

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


text:
EX-99.2
3
ex99-2.htm
Unassociated Document
Exhibit
99.2
Contact
Information
8000
Towers Crescent Drive
Suite
1220
Vienna,
VA 22182
(703)
918-2430
http://www.arielway.com
Hawk
Associates, Inc.
Frank
N. Hawkins, Jr. or Julie Marshall
Phone:
(305) 852-2383
E-mail:
info@hawkassociates.com
http://www.hawkassociates.com
http://www.hawkmicrocaps.com
Ariel
Way's dbsXmedia Selected as Purchaser of Loral Skynet BTV Product
Line
Expected
to Add Accretive Revenue of More Than $3.5M
Vienna,
Virginia - February 23, 2005 --
Ariel
Way, Inc. (OTC
Bulletin Board: NFDV) a technology and services provider for highly secure
global communications solutions, today
announced that it's dbsXmedia subsidiary has been selected by Loral Skynet as
purchaser of it's BTV product line and will assume the management and further
development of Loral Skynet's traditional business television services (BTV),
subject to certain closing conditions, including bankruptcy court
approval.
Under the
terms of the transaction, dbsXmedia will acquire Loral Skynet's BTV client base
in exchange for cash, stock in the company of its funding partner, Ariel Way,
Inc. and ongoing contracts for infrastructure support from Loral Skynet. The
ownership transition will leave unchanged the services for current customers
under an agreement that maintains the existing teleport and satellite
infrastructure provided by Loral Skynet. dbsXmedia has agreed that some of the
employees of Loral Skynet's BTV group will transfer to dbsXmedia's expected new
offices in Plymouth, England and Frederick, Maryland. This highly experienced
team will take over the daily operations of customers' corporate communications
networks, ensuring seamless, high quality service.
This
Transaction will allow dbsXmedia to generate an accretive of over $3.5 Million a
year revenue to Ariel Way.
"dbsXmedia's
management team, dedication to effective corporate communications networks, and
financial backing make it the ideal partner for both Loral Skynet and our BTV
customers", said Patrick Brant, president, Loral Skynet. "And, the divesture of
the BTV business allows Loral Skynet to focus on its core fixed satellite and
network services businesses".
"We aim
to provide the BTV client base with both continuity and rapid improvements to
the overall service offer", said David Howgill, CEO, dbsXmedia. "Loral Skynet
will provide the core of our services infrastructure; we will provide the
know-how, technology and service - the combination of which allows us to provide
state-of-the-art solutions for video, radio and digital signage solutions for
the corporate and retail world".
About
dbsXmedia
dbsXmedia
aims to provide communications infrastructure and integrated multimedia services
to corporations throughout the United States and Europe. dbsXmedia is part of
the Ariel Way, Inc. group of companies (OTCBB:NFDV). dbsXmedia's executive
management has over 25 years of experience in the video and transmission
industry. dbsXmedia will operate from offices in the United States and United
Kingdom, providing industry leading solutions for BTV, digital signage and
interactive media delivered over a combination of satellite, terrestrial and
wireless networks.
About
Loral Skynet
A pioneer
in the satellite industry, Loral Skynet delivers the superior service quality
and range of satellite solutions that have made it an industry leader for more
than 40 years. Through the broad coverage of the Telstar satellite fleet, in
combination with its hybrid VSAT/fiber global network infrastructure, Skynet
meets the needs of companies around the world for broadcast and data network
services, Internet access, IP and systems integration. Headquartered in
Bedminster, New Jersey, Loral Skynet is dedicated to providing secure,
high-quality connectivity and communications. For more information, visit the
Loral Skynet web site at www.loralskynet.com.
About
Ariel Way
Ariel Way
is a technology and services company providing highly secure global
communications solutions. The company is focused on developing innovative and
secure technologies, acquiring and growing advanced emerging technology
companies and national and global communications service providers. The company
also intends to create strategic alliances with companies with complementary
product lines and service industries. The technology development effort for
highly secure communications solutions and services is conducted by a wholly
owned subsidiary, Enfotec, Inc.
For more
information: www.dbsXmedia.com or
www.arielway.com
A profile
on the company can be found at http://www.hawkassociates.com/arielway/profile.htm.
An online
investor kit containing Ariel Way press releases, SEC filings, current Level II
price quotes, interactive Java stock charts and other useful investor relations
information can be found at http://www.hawkassociates.com
and http://www.hawkmicrocaps.com.
Investors may contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305)
852-2383, e-mail: info@hawkassociates.com.
Forward-Looking
Statements: Certain statements made in this press release concerning Ariel Way,
Inc. and its future operations and acquisitions are forward-looking statements.
Although such statements are based on current expectations they are subject to a
number of future uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited to, the
Netfran Development Corp. acquisition of Ariel Way, Inc. and additional
potential acquisitions and the ability of Ariel Way, Inc. to execute effectively
its business plan and develop a successful business. Any forward-looking
statements are made pursuant to the Private Securities Litigation Reform Act of
1995 and, as such, speak only as of the date made. Statements made in this
document that are not purely historical are forward-looking statements,
including any statements as to beliefs, plans, expectations, anticipations or
intentions regarding the future. The company assumes no obligation to update
information concerning the forward-looking statements contained herein.

text: dbsXmedia

text: Loral Skynet

text:
Ariel
Way, Inc.

text: dbsXmedia

text: Loral Skynet

text: Loral Skynet

text: dbsXmedia

text: Loral Skynet

text:
Ariel Way,
Inc.

text: Loral Skynet

text: Loral Skynet

text: dbsXmedia

text: Loral Skynet

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: Loral Skynet

text: Patrick Brant

text: Loral Skynet

text: Loral Skynet

text: David Howgill

text: dbsXmedia

text: Loral Skynet

text: dbsXmedia

text: dbsXmedia

text: dbsXmedia

text: Ariel Way, Inc.

text: dbsXmedia

text: dbsXmedia

text: Loral Skynet

text: Loral Skynet

text: Loral Skynet

text: Loral Skynet

text:
Ariel Way,
Inc.

text: Ariel Way, Inc.

text: Ariel Way, Inc.


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1 PRESS RELEASE FOR ACQUISITION
Exhibit 99.1 Press Release for Acquisition
Exhibit
99.1
News
Release
For
Immediate Release
http://www.ball.com
Investor
Contact:
Ann
T. Scott
303-460-3537,
ascott@ball.com
Media
Contact:
Scott
McCarty
303-460-2103,
smccarty@ball.com
Ball
Corporation Announces Acquisition of U.S. and
Argentinean
Operations of U.S. Can Corporation
BROOMFIELD,
Colo., Feb. 14, 2006-Ball Corporation [NYSE:BLL] announced today that it has
entered into a definitive agreement to acquire U.S. Can Corporation's United
States and Argentinean operations for approximately 1.1 million shares of Ball
common stock and the repayment of $550 million of U.S. Can's debt. The
transaction is expected to close by the end of the first quarter, subject to
customary closing conditions. The shareholders of U.S. Can will retain its
European business.
U.S.
Can
is the largest manufacturer of aerosol cans in the United States. In addition
to
aerosol cans, the company manufactures paint cans, plastic containers and custom
and specialty cans in 10 plants in the U.S. Aerosol cans are also produced
in
the two manufacturing plants in Argentina. U.S. Can's Argentina and U.S.
operations employ 2,300 people and have sales of approximately $600
million.
"U.S.
Can
will add to our portfolio of rigid packaging products and provide us a
meaningful position in a sizable market", said R. David Hoover, chairman,
president and chief executive officer of Ball Corporation. "This is a company in
an industry we know well. 2006 looks to be a better year for Ball and this
acquisition should add to our performance as we expect it will be accretive
to
our earnings during the first year of our ownership.
"Further,
we expect to realize certain cost reductions as a result of synergies between
U.S. Can's operations and those of our existing packaging business, particularly
our metal food container operations", Hoover
said."Both
utilize tinplate steel and both share similar manufacturing
processes".
-
more
-
Ball
Corporation
10
Longs
Peak Drive ·
P.O. Box
5000 ·
Broomfield, CO 80021
Ball
Corp. - 2
"The
$550
million of existing U.S. Can debt will be refinanced at closing at significantly
lower interest rates", said Raymond J. Seabrook, senior vice president and chief
financial officer of Ball Corporation. "The refinancing will consist of the
issue by Ball of a new series of senior notes and an increase in bank debt
under
the new facilities that were put in place in the fourth quarter of
2005."
Ball
Corporation is a supplier of high-quality metal and plastic packaging products
and owns Ball Aerospace & Technologies Corp., which develops sensors,
spacecraft, systems and components for government and commercial customers.
Ball
reported 2005 sales of $5.7 billion and the company employs 13,100 people
worldwide.
Conference
Call Details
At
8:30
a.m. Mountain Time tomorrow (10:30 a.m. Eastern), Ball will hold a conference
call to discuss this news release. The
North
American toll-free number for the call is 800-728-2167.
International callers should dial +1-415-537-1985.
For
those unable to listen to the live call, a taped rebroadcast will be available
until 10:30 a.m. Mountain Time on Feb. 22, 2006. To access the rebroadcast,
dial
800-633-8284
(domestic
callers) or +1-402-977-9140
(international
callers) and enter 21284040 as
the
reservation number.
Please
use the following URL for a Web cast of the live call and for the
replay:
http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=115234&eventID=1215080
A
written
transcript of the call will be posted within 48 hours of the call's conclusion
to Ball's Web site at www.ball.com in the investor relations section under
"presentations".
Forward-Looking
Statements
This
news
release contains "forward-looking" statements concerning future events and
financial performance. Words such as "expects", "anticipates", "estimates", and
variations of same and similar expressions are intended to identify
forward-looking statements. Such statements are subject to risks and
uncertainties which could cause actual results to differ materially from those
expressed or implied. 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. Key risks and uncertainties are summarized in
filings with the Securities and Exchange Commission, including in Exhibit 99.2
in our Form 10-K. These filings are available at our Web site and at
www.sec.gov. Factors that might affect our packaging segments include
fluctuation in consumer and customer demand and preferences; availability and
cost of raw materials, including recent significant increases in resin, steel,
aluminum and energy costs, and the ability to pass such increases on to
customers; competitive packaging availability, pricing and substitution; changes
in climate and weather; fruit, vegetable and fishing yields; industry productive
capacity and competitive activity; failure to achieve anticipated productivity
improvements or production cost reductions, including those associated with
our
beverage can end project; the German mandatory deposit or other restrictive
packaging laws; changes in major customer or supplier contracts or loss of
a
major customer or supplier; changes in foreign exchange rates, tax rates and
activities of foreign subsidiaries; and the effect of LIFO accounting. Factors
that might affect our aerospace segment include: funding, authorization,
availability and returns of government contracts; and delays, extensions and
technical uncertainties affecting segment contracts. Factors that might affect
the company as a whole include those listed plus: acquisitions, joint ventures
or divestitures; regulatory action or laws including tax, environmental and
workplace safety; governmental investigations; technological developments and
innovations; goodwill impairment; antitrust, patent and other litigation;
strikes; labor cost changes; rates of return projected and earned on assets
of
the company's defined benefit retirement plans; reduced cash flow; interest
rates affecting our debt; and changes to unaudited results due to statutory
audits or other effects.
5/06 #
#
#
Ball
Corporation
10
Longs
Peak Drive ·
P.O. Box
5000 ·
Broomfield, CO 80021

text:
Ball
Corporation

text: Ball Corporation

text: R. David Hoover

text: Ball Corporation

text:
Ball
Corporation

text: Ball Corporation

text:
Ball
Corporation

text:
Ball
Corporation


text:
EX-99.1
3
a15-15065_1ex99d1.htm
EX-99.1
Exhibit 99.1
STERLING BANCORP
AND
HUDSON VALLEY HOLDING CORP.
COMPLETE MERGER
Combination Creates Strong NY-Metro Regional Bank with $11.2 Billion in Assets
Market Footprint Spans New York City, Westchester County, Hudson Valley,
Long Island and New Jersey
Four Hudson Valley Directors Join Sterling Bancorp Board
MONTEBELLO and YONKERS, NY - June 30, 2015 - Sterling Bancorp (NYSE: STL, "Sterling")
today announced the completion of its previously announced merger with Hudson Valley Holding Corp. (NYSE: HVB, "Hudson Valley"). The merger combines two strong, successful banks to form an institution with approximately $11.2 billion in assets, $6.9 billion in gross loans and over $8.4 billion in deposits, serving the dynamic metropolitan region comprising New York City, Westchester County, the Hudson Valley, Long Island and New Jersey.
The combined company will operate under the Sterling Bancorp name and its principal banking subsidiary will operate under the name Sterling National Bank.
Jack L. Kopnisky, President and CEO of Sterling Bancorp, stated, "The completion of this transaction will further advance our goal of building a high performance regional bank. We are pleased to bring together two strong banking institutions with a shared focus on serving the financial needs of the businesses and consumers in our communities, as well as complementary cultures, and teams of talented and highly dedicated professionals. We look forward to realizing the benefits of the merger in terms of enhanced client service, greater profitability, and the potential for increasing shareholder value".
Stephen R. Brown, President and CEO of Hudson Valley Holding Corp., commented, "By joining forces with Sterling, we have created a stronger banking institution, expanded the range of financial solutions for existing and new clients, and created an opportunity for our shareholders to have a stake in a growing public company".
Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 4, 2014 between Sterling and Hudson Valley, each share of Hudson Valley common stock has been converted into the right to receive 1.92 shares of Sterling common stock.
New Directors Named
In connection with the completion of the merger, four Hudson Valley directors, John P. Cahill, James J. Landy, Craig Thompson and William Whiston, will join the Board of Directors of Sterling.
Louis J. Cappelli, Chairman of the Board of Sterling Bancorp, said, "We welcome our new directors from Hudson Valley and look forward to the insights they will contribute as we move forward. Both the Sterling and Hudson Valley teams can be proud of their efforts to build strong, thriving institutions, which have now come together to create a leading regional bank".
Separately, James Klein retired from his position on the Board of Sterling Bancorp, effective immediately prior to the merger. Mr. Cappelli said, "The Board is extremely grateful for Jim's many contributions during his years of dedicated service to Sterling, and wish him the best in his future endeavors".
Advisors
Jefferies LLC served as lead financial advisor to Sterling Bancorp and rendered a fairness opinion to the Board of Directors of Sterling in connection with the transaction. RBC Capital Markets, LLC also rendered a fairness opinion to Sterling's Board of Directors. Wachtell, Lipton, Rosen & Katz acted as Sterling's legal counsel. Keefe, Bruyette & Woods, Inc. served as financial advisor to Hudson Valley Holding Corp. and rendered a fairness opinion to the Board of Directors of Hudson Valley in connection with the transaction. Day Pitney LLP acted as Hudson Valley's legal counsel.
About Sterling Bancorp
Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families, and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. Additional information is available at: www.sterlingbancorp.com.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this communication are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe", "expect", "anticipate", "intend", "target", "estimate", "continue", "positions", "prospects" or "potential", by future conditional verbs such as "will", "would", "should", "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Hudson Valley and Sterling, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Sterling's and Hudson Valley's reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements: difficulties and delays in integrating the Sterling and Hudson Valley businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Sterling's stock price; the reaction to the transaction of the companies' customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board or the Office of the Comptroller of the Currency and legislative and regulatory actions and reforms.
For any forward-looking statements made in this communication, Sterling claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof. Sterling does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward- looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this communication and attributable to Sterling, Hudson Valley or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this communication.
# # #

text: STERLING BANCORP

text: HUDSON VALLEY HOLDING CORP.

text: Sterling Bancorp

text: Sterling Bancorp

text: Hudson Valley Holding Corp.

text: Sterling Bancorp

text: Jack L. Kopnisky

text: Sterling Bancorp

text: Stephen R. Brown

text: Hudson Valley Holding Corp.

text: Louis J. Cappelli

text: Sterling Bancorp

text: Sterling Bancorp

text: Jefferies LLC

text: Sterling Bancorp

text: RBC Capital Markets, LLC

override: organization

text: Wachtell, Lipton, Rosen & Katz

text: Keefe, Bruyette & Woods, Inc.

text: Hudson Valley Holding Corp.

text: Day Pitney LLP

text: Sterling Bancorp

text: Sterling Bancorp


text:
EX-99.1
4
exhibit991-pressrelease.htm
PRESS RELEASE
Exhibit
Exhibit 99.1
The Meet Group Announces Closing of Acquisition
by eharmony Parent Company Parship Group
Combined Company, ParshipMeet Group, Adds Industry-Leading Livestreaming Capabilities at a Time of Surging Global Demand for Video Dating
NEW HOPE, Pa., September 4, 2020 - The Meet Group, Inc., a leading provider of interactive dating solutions, has announced the completion of its previously announced acquisition by the parent company of eharmony. In connection with the transaction, a new parent company, ParshipMeet Group, was created to manage two subsidiaries: The Meet Group and Parship Group. ParshipMeet Group now owns and operates The Meet Group's dating apps MeetMe, LOVOO, Tagged, Skout, and GROWLr, as well as Parship Group's matchmaking brands eharmony, Parship, and ElitePartner, creating a diversified international market leader in online dating.
The combined company brings together two leading dating businesses with complementary strengths and unique product offerings in their respective highly attractive market segments while broadening their international footprints. The Meet Group's dating brands focus on community while bringing social entertainment to dating, monetizing largely through livestreaming video. Parship Group's international brands constitute a market leader in the matchmaking space, focused on serious relationships and compatible connections, monetizing largely through subscription.
The all-cash transaction for $6.30 per fully diluted share represents an enterprise value of approximately $500 million.
"We are thrilled to combine with a globally leading matchmaking company", said Geoff Cook, Chief Executive Officer of The Meet Group. "We believe this deal will help define the future of dating. We will continue to focus on the same three pillars which have contributed to our success: building the best dating features in the world for our engaged community, investing in livestreaming content and innovation, and discovering sensible opportunities to expand and grow - both organically and through strategic relationships, including our video-platform-as-a-service offering", Cook said.
The Meet Group is one of the largest providers of livestreaming dating games in the world. Over 195,000 dating games are played each day across The Meet Group's apps, an increase of 104% since the declaration of a global pandemic in March. During the same period, the total time spent on the Company's livestreaming dating platform increased by 38% to 37.9 million minutes a day, with each participating member spending nearly 30 minutes a day on average either streaming or viewing.
"The Meet Group's livestreaming video platform is unique and well positioned for a post-pandemic world where video becomes a critical part of finding and screening first dates", said Tim Schiffers, CEO of ParshipMeet Group. "By combining The Meet Group's assets with Parship Group's strengths, we've
created a global dating leader and one of the most diversified portfolios of dating brands in the world. We now combine large freemium dating services monetizing via video, in-app-purchases, and advertising with leading matchmaking brands in the world, monetizing via subscription. We see significant potential to further the growth of The Meet Group's video platform-as-a-service products, as well opportunities for knowledge-sharing and cross-selling. We expect to continue our strong growth trajectory over the coming years and will continue to evaluate a range of options to support our growth initiatives".
ParshipMeet Group is jointly owned by ProSiebenSat.1, a leading free-to-air TV broadcaster and video entertainment company in the German-speaking markets and one of the most diversified media companies in Europe, and General Atlantic, a leading globalgrowth equity firm providing capital and strategic support for growth companies.
ParshipMeet Group
ParshipMeet Group is an international market leader in online dating. With its uniquely diverse business approach, the company covers the whole spectrum of the online dating market, ranging from social dating with a strong entertainment component based on live video streaming, to serious matchmaking. ParshipMeet Group's brand portfolio consists of internationally successful and established brands with complementary strengths. Social dating and entertainment apps MeetMe, Skout, Tagged, GROWLr, and LOVOO focus on social connections, entertainment, and community. Matchmaking services such as eharmony or European-based Parship use scientific methods to help people find their partner for a compatible, happy long-term relationship. Headquartered in Hamburg, Germany, the company currently employs a workforce of more than 1,100 in eight offices worldwide.
www.parshipmeet.com
The Meet Group
The Meet Group is a leading provider of interactive dating solutions designed to meet the universal need for human connection. Our ecosystem of livestreaming apps enables our global community to interact through one-to-many livestreaming broadcasts and text-based conversations. Our top apps, MeetMe®, LOVOO®, Skout®, Tagged® and GROWLr®, deliver live interactions and meaningful connections to millions of daters daily. Headquartered in New Hope, PA, we have offices in Philadelphia, Dresden, and Berlin. The Meet Group is committed to safety. You can find a description of current safety practices here: https://www.themeetgroup.com/safety-practices/. For more information, visit themeetgroup.com, and follow us on Facebook, Twitter or LinkedIn.
Parship Group
The Parship Group is a leading provider of online matchmaking services. The well-known international brands Parship, ElitePartner and eharmony belong to the group. All three services use scientific methods to successfully support singles in finding meaningful relationships that enrich their lives. Both Parship and eharmony are pioneers in using scientific methods to create highly compatible relationships. California-based eharmony was founded in 2000 and operates in the United States, Canada, the United Kingdom and Australia. Parship invented scientific matchmaking in Europe in 2001 and today offers its service in the German-speaking world and the Benelux countries. Since 2004, ElitePartner is the premium partner agency for sophisticated singles, operating in the DACH-region. Currently, the Parship Group employs over 300 colleagues in Hamburg / Germany (headquarters), Los Angeles, London and Amsterdam. https://www.parshipgroup.com/
ProSiebenSat.1 Group
ProSiebenSat.1 combines leading entertainment brands with a successful production business and a strong commerce and online dating portfolio and is thus one of the most diversified media companies in Europe. We want to offer great entertainment - whenever, wherever and on any device. We can address over 45 million TV households in Germany, Austria and Switzerland with our 15 free and pay TV
channels. At the same time, we reach around 36 million unique users every month with online offerings marketed by ProSiebenSat.1.
Successful formats like "The Masked Singer", "Germany's next Topmodel", and "Beat the Channel" as well as top-notch stars like Heidi Klum, or Dwayne Johnson belong to our family. Shows like "Bosch", "Married at First Sight", or "Queen of Drags" are created within our production and distribution business Red Arrow Studios. Our global digital studio Studio71 achieves over 9.9 billion monthly video views and operates more than 1,400 web channels.
At the same time, we use our expertise in brand building for our commerce and online dating pillars: NuCom Group is a fast-growing e-commerce player with leading portfolio companies in the areas of consumer advice, experiences and beauty & lifestyle. With ParshipMeet Group, we have created a leading global platform in the online dating segment and have underlined our position as a strong growth partner for digital companies.
ProSiebenSat.1 are around 7,000 passionate creators that love to entertain and delight our viewers and consumers each day. https://prosiebensat1.com/
General Atlantic
General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to build exceptional businesses worldwide. General Atlantic has more than 150 investment professionals based in New York, Amsterdam, Beijing, Greenwich, Hong Kong, Jakarta, London, Mexico City, Mumbai, Munich, Palo Alto, São Paulo, Shanghai, and Singapore. For more information on General Atlantic, please visit the website: www.generalatlantic.com.
Investor Contact:
Leslie Arena / larena@themeetgroup.com
(267) 714-6418
Media Contact:
Brandyn Bissinger / bbissinger@themeetgroup.com
(267) 446-7010

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EX-99
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f8k063005ex991.htm
EX 99.1 - PRESS RELEASE DATED JUNE 30, 2005
Cascade Energy Inc.
Corporate Headquarters
5151 E. Broadway, Suite 1600
Tucson, AZ 85711
Email: info@cascadeenergyinc.com
Date: Thursday, June 30, 2005
Trading Symbol: OTCBB:CSCE
Cascade Energy Acquires Interest in New Gas & Oil Discovery Near Empress, Alberta, Canada
Cascade Energy, Inc. (OTC BB: CSCE) today is pleased to announce that the Company has acquired a 21% working interest in a new oil and gas discovery well, located near its Empress Play in Alberta, Canada. The new discovery at the 11-16-24-2W4M well is located in Twp. 24, Rge. 2 in Section 16. The well was drilled and cased on June 20th after intersecting three (3) potential hydrocarbon pay zones. A completion and testing program is now being developed and will commence within 10 days, subject to completion rig availability. Testing will be implemented in all three zones that indicate the presence of oil and gas on logs.
Section 16 where the well is located directly ties on to and is adjacent to the Empress Project, located in eastern Alberta, 160 miles east of Calgary, Alberta. Cascade has acquired the 21% working interest from an Alberta private company. Total costs and final terms for the acquisition will be announced when contracts are executed. Empress consists of 3 sections of Crown P&NG rights, and this newly acquired section gives Cascade an interest in four total sections.
Additionally, Cascade is preparing to drill a well on a similar structure to this new discovery on its 49% earn-in lands. Well licensing and permitting are currently underway for this location. A spud date is expected in July.
ABOUT CASCADE ENERGY
Cascade is an explorer for natural gas and oil with a head office in Sacramento, California, in the heart of California 's gas country. The primary objective of Cascade is to acquire, discover, upgrade and expand North American onshore oil and gas reserves towards near-term production and cash flow, together with identifying and participating in exploration opportunities. By maintaining a balanced debt and equity mix, Cascade's operating strategy is to become cash flow positive in the short term to allow the Company a re-investment of production dollars to enhance and grow company assets. By searching and identifying exploration and producing properties that fit the company's investment and production criteria, Cascade has formulated a strategy to prioritize assets that provide low risk, short payback period and long life reserves.
Safe harbor for Forward-Looking Statements:
Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Cascade Energy Inc. has little or no control.
ON BEHALF OF THE BOARD
Cascade Energy, Inc.
Sam Johal-President

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EX-99.1
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a07-19001_2ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
HCP
CLOSES ACQUISITION OF SLOUGH ESTATES USA INC.
LONG BEACH, CA - August
1, 2007 - HCP (NYSE:HCP) announced today the closing of its acquisition of
Slough Estates USA Inc. (SEUSA), for an aggregate cash consideration of
$2.9 billion before post-closing adjustments.
HCP also announced today
that, in connection with the completion of the acquisition, it closed on a new
$2.75 billion bridge loan and a $1.5 billion revolving credit facility with a
syndicate of banks for which Bank of America, N.A. acted as administrative
agent. Banc of America Securities LLC, UBS Securities LLC and Barclays PLC
acted as joint lead arrangers for the bridge loan, and Banc of America
Securities LLC and UBS Securities LLC acted as joint lead arrangers for the
revolving credit facility.
As previously announced,
SEUSA's management team will continue to manage this portfolio after the
acquisition under the leadership of Marshall D. Lees. Lees joins the Company as Executive Vice
President after 18 years as President and CEO of SEUSA and will assume expanded
responsibilities for management of HCP's existing life sciences portfolio.
In addition, Randall R.
Rohner and Jon Bergschneider will join the Company as new Company
officers. Rohner joins the Company as
Senior Vice President after 17 years with SEUSA. Bergschneider, who joined
SEUSA in 2000, joins the Company as Vice President.
SEUSA's portfolio is
concentrated in the San Francisco Bay Area and San Diego County and comprises
83 existing properties representing approximately 5.2 million square feet of
life sciences space. As a result of
the transaction, HCP will have enhanced scale, financial resources and
operating flexibility to capitalize on further investment opportunities in the
life sciences sector.
HCP enjoys industry
leading real estate ownership in life sciences, medical office and private pay
senior housing. Together, these three
sectors represent 90% of the Company's investments and include relationships
with best-in-class companies in each sector.
# # # # # #
HCP is a self-administered REIT that invests directly or
through joint ventures in healthcare facilities. As of June 30, 2007, the
Company's portfolio of properties, excluding assets held for sale but including
investments through joint ventures and mortgage loans, included 675 properties
and consisted of 323 senior housing facilities, 216 medical office buildings,
41 hospitals, 66 skilled nursing facilities and 29 other healthcare facilities.
For more information on HCP, visit the Company's web site at www.hcpi.com.
"Safe Harbor" Statement
under the Private Securities Litigation Reform Act of 1995: The statements
contained in this release which are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements, which
include statements regarding the enhanced scale, financial resources and
operating flexibility, implementation and execution of HCP's strategies and
expected future growth for HCP and the prospects generally of HCP, are subject
to risks and uncertainties that could cause actual results to differ materially
from those set forth in or
implied by
forward-looking statements. These include risks and uncertainties with respect
to the ability of HCP to integrate the acquired company or to preserve the
goodwill of the acquired company; the ability to achieve benefits from the
acquisition; competition for the acquisition and financing of healthcare
facilities; competition for lessees and mortgagors (including new leases and
mortgages and the renewal or rollover of existing leases); continuing
operational difficulties in the skilled nursing and assisted living sectors;
HCP's ability to acquire, sell or lease facilities or to enter into joint
ventures with respect to facilities and the timing of acquisitions, sales and
leasings and of joint ventures; changes in healthcare laws and regulations and
other changes in the healthcare industry which affect the operations of HCP's
lessees or mortgagors; changes in management; costs of compliance with building
regulations; changes in tax laws and regulations; changes in the financial
position of HCP's lessees and mortgagors; changes in rules governing financial
reporting, including new accounting pronouncements; and changes in economic
conditions, including changes in interest rates and the availability and cost
of capital, which affect opportunities for profitable investments. Some of
these risks, and other risks, are described from time to time in HCP's
Securities and Exchange Commission (SEC) filings.
CONTACT:
HCP
Mark A. Wallace, Executive Vice President - Chief Financial Officer and
Treasurer
562-733-5100

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EX-99.1
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PRESS RELEASE
Exhibit 99.1
FOR IMMEDIATE RELEASE
CIT COMPLETES ACQUISITION OF ONEWEST BANK
§
CIT's Total Assets Increase to More Than $65 Billion; Total
Deposits Increase to More Than $30 Billion
1
§
Combines CIT's National Lending Platform with OneWest's
Regional Branch Banking Network
NEW YORK, NY
and
PASADENA, CA
- August 3, 2015 - CIT Group Inc. (NYSE: CIT), a leading provider of commercial lending and leasing
services, today announced that it has completed its previously announced acquisition of IMB Holdco LLC, the parent company of OneWest
Bank N.A. (OneWest Bank) for approximately $3.4 billion in cash and stock. The transaction, first announced on July 22, 2014, has
received all required regulatory approvals.
"The completion
of this transaction advances our strategic efforts to build a leading commercial banking franchise", said John A. Thain,
Chairman and Chief Executive Officer of CIT. "Through the combination of our national lending and leasing platform with OneWest's
wholesale lending and branch banking franchise, we've created a differentiated provider of banking services for small and
middle market businesses. I look forward to working with our newest colleagues as we integrate our two organizations, serve the
needs of our customers and communities and realize the benefits of this transaction for our shareholders".
The combined company, CIT Group Inc., has more than $65 billion in assets and more than $30 billion of deposits.
1
As part of the transaction, CIT Bank merged with and into OneWest Bank, which was renamed CIT Bank, N.A. CIT Bank, N.A. operates
an
(1)
Pro forma financial data based on unaudited CIT and OneWest data
as of March 31, 2015.
Internet banking franchise, as well as
a network of 70 retail branches throughout Southern California as OneWest Bank, a division of CIT Bank, N.A.
CIT Group Inc. will
continue to be led by John A. Thain, Chairman and Chief Executive Officer. Steven T. Mnuchin, former Chairman of IMB Holdco LLC,
joined CIT Group Inc. as Vice Chairman and a member of its Board of Directors. In addition, Al Frank, a former independent director
of OneWest Bank, joined the CIT Board, which increased its size from 13 to 15 members.
Under the terms of
the transaction, IMB Holdco LLC shareholders received approximately $1.867 billion in cash and approximately 30.9 million shares
of CIT, as well as approximately 168,000 restricted stock units of CIT.
J.P. Morgan Securities
LLC served as financial advisor to CIT, and Wachtell, Lipton, Rosen & Katz served as CIT's legal counsel. Goldman, Sachs
& Co., Bank of America Merrill Lynch and Cleary, Gottlieb, Steen & Hamilton LLP represented IMB Holdco LLC. Sullivan &
Cromwell served as joint regulatory counsel for CIT and IMB Holdco LLC.
About CIT
Founded
in 1908, CIT (NYSE: CIT) is a financial holding company with more than $65 billion in assets. Its
principal bank subsidiary,
CIT Bank, N.A., (Member FDIC, Equal Housing Lender)
has
more than $30 billion of deposits and more than $40 billion of assets. It
provides
financing,
leasing and advisory services principally to middle market companies across more than 30 industries primarily in North
America, and equipment financing and leasing solutions to the transportation sector.
It also offers products and services
to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest
Bank, a division of CIT Bank, N.A. cit.com
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions
concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially
from those anticipated. The words
"expect", "anticipate", "estimate", "forecast,"
"initiative", "objective", "plan", "goal", "project", "outlook,"
"priorities", "target", "intend", "evaluate", "pursue", "commence,"
"seek", "may", "would", "could", "should", "believe", "potential,"
"continue", or the negative of any of those words or similar expressions is intended to identify forward-looking statements.
All statements contained in this press release, other than statements of historical fact, including without limitation, statements
about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking
statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future
may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results,
and our actual results may differ materially. Important factors that could cause our actual results to be materially different
from our expectations include, among others, the risk that (i) there are difficulties and delays in integrating OneWest with CIT
or fully realizing projected cost savings and other projected benefits of the transaction, (ii) business disruption during the
pendency of or following the transaction, including diversion of management time, reputation risk, and the reaction of customers
and counterparties to the transaction, (iii) changes in asset quality and risk as a result of the transaction, (iv) CIT is unsuccessful
in implementing its strategy and business plan, (v) CIT is unable to react to and address key business and regulatory issues, and
(vi) changes in general economic conditions, including changes in interest rates and capital markets. CIT describes these and other
risks that could affect its results in Item 1A, "Risk Factors", of CIT's latest Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the Securities and Exchange Commission. Accordingly, investors should not
place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak
only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, except where expressly required by law.
###
CIT MEDIA RELATIONS:
C. Curtis Ritter
Senior Vice President
of Corporate Communications
(973) 740-5390
Curt.Ritter@cit.com
Matt Klein
Vice President, Media
Relations
(973) 597-2020
Matt.Klein@cit.com
CIT INVESTOR RELATIONS:
Barbara Callahan
Senior Vice President
(973) 740 -5058
Barbara.Callahan@cit.com

text: CIT

text: ONEWEST BANK

text: CIT

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text: CIT Group Inc.

text: CIT

text: IMB Holdco LLC

text:
OneWest
Bank N.A.

text: OneWest Bank

text: John A. Thain

text: CIT

text: CIT Group Inc.

text: CIT

text: OneWest Bank

text: CIT

text: CIT

text: CIT

text: OneWest Bank

text: CIT

text: CIT Group Inc.

text: John A. Thain

text: IMB Holdco LLC

text: CIT Group Inc.

text: OneWest Bank

text: CIT

text: IMB Holdco LLC

text: CIT

text: CIT

text:
J.P. Morgan Securities
LLC

text: CIT

text: Wachtell, Lipton, Rosen & Katz

text: CIT

text:
Goldman, Sachs
& Co.

text: Bank of America Merrill Lynch

text: Cleary, Gottlieb, Steen & Hamilton LLP

text: IMB Holdco LLC

text:
Sullivan &
Cromwell

text: CIT

text: IMB Holdco LLC

text: CIT

text: CIT

text: CIT

text: CIT

text:
OneWest
Bank

text: CIT

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text: Matt Klein

text: CIT


text:
EX-99
2
e600181_ex99.txt
PRESS RELEASE DATED FEBRUARY 17, 2006
WINTHROP REALTY TRUST
AT THE COMPANY
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614
WINTHROP REALTY TRUST ANNOUNCES IT HAS ACQUIRED THREE OFFICE
BUILDINGS IN SUBURBAN CHICAGO
Boston, Massachusetts- February 17, 2006-Winthrop Realty Trust (NYSE:FUR)
has completed the previously disclosed acquisition of three office buildings
located at 550-560, 701 and 1050 Warrenville Road, Lisle, Illinois, a Chicago
suburb. The gross purchase price for the 550-560 and 701 properties is
$31,750,000 and the purchase price for the 1050 property, which was acquired in
a joint venture with Winthrop holding 60% and the balance held by Marc Realty, a
partner in a number of Winthrop's Chicago area properties, was $3,500,000. The
three properties contain an aggregate of approximately 290,000 square feet of
office space. The 550-560 and 701 properties, which contain 236,200 square feet,
are 97% occupied and the 1050 property is vacant.
___________________
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Winthrop Realty Trust to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors. Further information about these
matters and the risks generally with respect to Winthrop can be found in
Winthrop's filings with the Securities and Exchange Commission.
Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT)
headquartered in Boston, Massachusetts.

text: WINTHROP REALTY TRUST

text: Carolyn Tiffany

text: WINTHROP REALTY TRUST

text: Winthrop Realty Trust

text: Winthrop Realty Trust

text: Winthrop Realty Trust


text:
EX-99.1
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EXHIBIT 99.1
Exhibit 99.1
REVLON ANNOUNCES COMPLETION OF ELIZABETH ARDEN ACQUISITION
NEW YORK, NY September 7, 2016 (BUSINESS WIRE)-Revlon, Inc. (NYSE: REV) is pleased to announce the successful completion of the Elizabeth Arden acquisition. The transaction creates a global beauty company with a strong portfolio of leading brands, including Revlon, Elizabeth Arden, Revlon ColorSilk, Revlon Professional, and American Crew, along with designer, heritage and celebrity fragrance brands such as: Juicy Couture, John Varvatos, Wildfox Couture, Curve, Elizabeth Taylor, Britney Spears, Christina Aguilera, Giorgio Beverly Hills and Jennifer Aniston.
The combined company will continue to operate with Revlon, Inc. as the parent company, which will continue to be listed on the New York Stock Exchange under the REV ticker symbol.
"The combination of two iconic companies creates a multi-brand, global beauty enterprise and tremendous opportunity for long-term growth and value creation", said Mr. Fabian Garcia, President and Chief Executive Officer of the newly-combined company. We expect to benefit from greater scale, an expanded global footprint and a significant presence across all major beauty categories and channels. As a combined organization with net sales of approximately $3 billion, this acquisition will help to further accelerate our growth trajectory, position us among the top beauty players and unlock far greater upside than either company would have realized on a stand-alone basis".
Mr. Garcia continued, "I want to thank Scott Beattie, Chairman and CEO of Elizabeth Arden for his leadership during the transition, and for his role in helping us bring our companies together. Our immediate focus will be to deliver our financial objectives for the remainder of 2016, effectively integrate the two organizations and develop the combined company's long-term corporate and portfolio strategy that will guide the choices we make and the realization of our full potential".
On June 16, 2016, Revlon agreed to acquire all of the outstanding shares of Elizabeth Arden for $14.00 per share in cash, representing an enterprise value for Elizabeth Arden of approximately $870 million. The closing of the transaction follows the approval by Elizabeth Arden's stockholders in a vote held earlier today. Elizabeth Arden's common stock ceased trading on the NASDAQ Stock Market, following the market close on September 7, 2016 and will no longer be listed on the NASDAQ Stock Market. In connection with closing the transaction, Revlon entered into a new $1.8 billion senior secured term loan facility and a new $400 million senior secured asset-based revolving credit facility. In addition, the net proceeds from the previously-completed private offering of $450 million aggregate principal amount of 6.25% senior unsecured notes due 2024 were released from escrow in connection with closing the transaction. Revlon used the funds released from escrow, together with the borrowings under the new credit facilities and cash on hand, to fund the acquisition and terminate and refinance its previously-existing term loan and asset-based revolving credit facilities, as well as all of Elizabeth Arden's indebtedness.
Revlon will continue to be led by Mr. Fabian Garcia as President and Chief Executive Officer. Mr. Beattie is expected to join the Revlon Board of Directors as non-executive Vice-Chairman, and as an advisor to Mr. Garcia. The interim organization structure will have the rest of Elizabeth Arden's executive leadership team reporting directly to Mr. Garcia, immediately following the close of the transaction and the balance of the operating structure will continue largely unchanged for the remainder of 2016, in order to ensure delivery of each business's operating plans.
About Revlon, Inc.
Revlon has developed a long-standing reputation as a color authority and beauty trendsetter in the world of color cosmetics and hair care. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden® portfolio of brands, including its leading designer, heritage and celebrity fragrances. Today, Revlon's diversified portfolio of brands is sold in more than 130 countries around the world in most retail distribution channels, including mass, salon and prestige. Revlon ranks among the top 20 global beauty companies, with product offerings in color cosmetics, skincare, hair care and fragrances under brands such as Revlon, Elizabeth Arden, Revlon ColorSilk, Revlon Professional, American Crew, Almay, Cutex, Elizabeth Taylor, Britney Spears, Juicy Couture, Curve, John Varvatos and Christina Aguilera. Please visit
http://www.revlon.com
for the latest news and information about Revlon and its brands.
Caution Concerning Forward-Looking Statements
Statements made in this press release that are not historical facts, including statements about Revlon's plans, projected financial results and liquidity, strategies, focus, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made and, except for Revlon's ongoing obligations under the U.S. federal securities laws, Revlon does not undertake any obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in expectation of results of operations and liquidity, changes in general U.S. or international economic or industry conditions; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments or events arising after this press release. The forward-looking statements in this press release include, without limitation, Revlon's beliefs, expectations, focus and/or plans regarding future events, including, without limitation: (i) Revlon's belief that the combination of two iconic companies creates a multi-brand, global beauty enterprise and tremendous opportunity for long-term growth and value creation; (ii) Revlon's expectation that it will benefit from greater scale, an expanded global footprint and a significant presence across all major beauty categories and channels and that as a combined organization this acquisition will help to further accelerate Revlon's growth trajectory, position Revlon among the top beauty players and unlock far greater upside than either company would have realized on a stand-alone basis; (iii) Revlon's plans to deliver its financial objectives for the remainder of 2016, effectively integrate the two organizations and develop the combined company's long-term corporate and portfolio strategy that will guide the choices that Revlon makes and the realization of its full potential; and (iv) Revlon's expectations regarding the benefits to be realized from certain organizational structures and other measures expected to be implemented after the acquisition. Actual results may differ materially from such forward-looking statements for a number of reasons, including as a result of the risks described and other items Revlon's filings with the SEC, including in Revlon's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC during 2016 (which may be viewed on the SEC's website at http://www.sec.gov or on Revlon, Inc.'s website at http://www.revloninc.com). Additional important factors that could cause actual results to differ materially from those indicated by forward-looking statements include, without limitation, risks and uncertainties relating to:
(i) difficulties or delays with, and/or Revlon's inability to achieve, long-term growth and/or value creation, for reasons including, among other things, unanticipated circumstances, trends or events affecting the combined company's financial performance, such as decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty-related products, lower than expected acceptance of new products, adverse changes in foreign currency exchange rates, decreased sales of products as a result of increased competitive activities and/or decreased performance by third-party suppliers; (ii) difficulties or delays with, and/or Revlon's inability to achieve, the benefits from the acquisition, including as a result of
the significant costs and significant indebtedness that Revlon incurred in connection with consummating the acquisition; (iii)
difficulties or delays with, and/or Revlon's inability to achieve, the benefits from
integrating Elizabeth Arden into Revlon's organization, including the anticipated synergies and cost reductions; and/or (iv)
difficulties or delays with, and/or Revlon's inability to achieve, the benefits from
certain organizational structures expected to be implemented after the acquisition, such as due to
unanticipated disruptions as a result of transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities
. Factors other than those referred to above could also cause Revlon's results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Revlon's website or other websites referenced herein shall not be incorporated by reference into this press release.
Investor Relations:
Siobhan Anderson 212-527-5230
Media Relations:
Pamela Alabaster 212-527-5863

text: REVLON

text: ELIZABETH ARDEN

text: Revlon, Inc.

text: Elizabeth Arden

text: Revlon

text: Elizabeth Arden

text: Revlon

text: Revlon

text: Revlon, Inc.

text: Fabian Garcia

text: Scott Beattie

text: Elizabeth Arden

text: Revlon

text: Elizabeth Arden

text: Elizabeth Arden

text: Elizabeth Arden

text: Elizabeth Arden

text: Revlon

text: Revlon

text: Elizabeth Arden

text: Revlon

text: Fabian Garcia

text: Revlon Board of Directors

text: Elizabeth Arden

text: Revlon, Inc.

text: Revlon

text: Revlon

text: Revlon

text: Elizabeth Arden

text: Revlon

text: Revlon

text: Revlon

text: Elizabeth Arden

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Revlon, Inc.

text: Revlon

text: Revlon

text: Revlon

text: Revlon

text: Elizabeth Arden

text: Revlon

text: Revlon

text: Revlon

text: Revlon


text:
EX-99.1
5
total8kex991031308.txt
PRESS RELEASE
Total Luxury Group Acquires Control of Home Furnishings Business
NEW YORK, NY, March 10, 2008 (MARKET WIRE via COMTEX) -- Total Luxury Group,
Inc. (PINKSHEETS: TLEI.PK) ("Total Luxury" or the "Company") announced today
that it had acquired approximately 38 million shares of common stock Petals
Decorative Accents, Inc. (PINKSHEETS: PDEC.PK) ("Petals") from a majority
shareholder of Petals for approximately $19 million. A portion of the
consideration included 87 million shares of common stock plus warrants to
acquire 100 million shares of common stock. The purchase price will be paid in
installments and is supported by a secured note for the amount of the purchase
price.
Separately, Total Luxury purchased 100% of Petals' Series C Preferred Stock for
$1,012,500 and warrants to purchase an aggregate of 7,593,750 shares. The
purchase price will be paid in installments and is supported by an unsecured
note for the amount of the purchase price.
Petals Decorative Accents, Inc., originally founded in 1939, sells decorative
silk flowers, plants and trees, along with complementary decorative accents,
which include mirrors, small furniture pieces, figurines, lamps and rugs. Petals
sells its products through its mail order catalog and website, importing most of
the floral stems and other materials used in its products primarily from China,
which are then assembled in facilities within the United States.
Commented Don Jones, Total Luxury's Chairman: "We believe that there is a
tremendous opportunity to bring these two companies together. Not only do we
believe that there are certain economies of scale that can be brought by
combining these two companies, but we believe there are cross-marketing
opportunities that we can take advantage of as well." Mr. Jones will serve as
CEO of the two companies.
About Total Luxury Group, Inc.
In July of 2006, Total Luxury Group, Inc. acquired International Apparel Group,
Inc. ("IAG"), an apparel holding company. Through this subsidiary Total Luxury
Group, Inc. engages in the manufacture and sale of apparel to retailers and
distributors worldwide through licensing and/or distribution agreements for the
following brands: Pony, Huk-A-Poo, and Y Brands, Inc., which holds the licenses
for Y Chrome and Type-Y. The Company has also had private label development
programs with Converse, Inc. and Randy Moss Clothing.
Total Luxury Group, Inc.'s subsidiary IAG has recently signed an exclusive
licensing agreement for the Pony label for all Men's and Young Men's apparel
products, which covers the United States, Canada and Puerto Rico. Pursuant to
the terms of the license agreement, IAG will develop activewear and lifestyle
apparel products featuring the Pony name and chevron logo, as well as a line of
vintage Pony apparel products.
Except for historical information contained herein, the matters discussed in
this press release contain 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, that involve substantial risks and
uncertainties. When used in this press release and in any documents incorporated
by reference herein, the words "expects", "will" and similar expressions
identify certain of such forward-looking statements. Actual results,
performance, or achievements could differ materially from those contemplated,
expressed, or implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the expectations of management
and are subject to a number of risks and uncertainties that are subject to
change based on factors which are, in many instances, beyond the Company's
control. These include, but are not limited to, risks and uncertainties
associated with: the impact of economic, competitive, and other factors
affecting the Company and its operations; and other risk factors. The Company
cautions that the foregoing factors are not exclusive. The Company assumes no
obligation to update the information contained in this press release.
CONTACT:
Don Jones
Total Luxury Group, Inc.
888-601-9918

text: Total Luxury Group

text: Home Furnishings Business

text:
Total Luxury Group,
Inc.

text:
majority
shareholder of Petals

text: Total Luxury Group, Inc.

text: Total Luxury Group, Inc.

text: International Apparel Group

text:
Total Luxury
Group, Inc.

text: Total Luxury Group, Inc.

text: Total Luxury Group, Inc.


text:
EX-99.2
3
a52546139_ex992.htm
EXHIBIT 99.2
Exhibit 99.2
AOS Announces Sale of Portion of JV Equity Interest and Financial Deconsolidation
SUNNYVALE, Calif.--(BUSINESS WIRE)--December 7, 2021--Alpha and Omega Semiconductor Limited ("AOS") (NASDAQ: AOSL) today announced a transaction related to a sale of approximately 2.1% of the outstanding equity interest in the joint venture
company in Chongqing, China (the "JV Company") to a third party investor for an aggregate purchase price of RMB 108 million, or approximately $16.9 million based on the currency exchange rate as of December 1, 2021 (the "Transaction"). The
Transaction was closed on December 2, 2021. AOS is reducing its ownership to below 50% to increase the flexibility of the JV Company to raise capital to fund its future expansion. Following the Transaction and the successful ramp up to its
Phase I target run rate in the September quarter of 2021, as planned, the JV Company intends to raise up to $200 million through private funding rounds for its Phase II expansion.
In addition to immediate private funding rounds, the JV Company is also contemplating an eventual listing on the Science and Technology innovAtion boaRd, or STAR Market, of the Shanghai Stock Exchange. The Transaction assists the JV Company
in meeting certain regulatory listing requirements. A potential STAR Market listing may take several years to consummate and there is no guarantee that such listing by the JV Company will be successful or will be completed in a timely manner,
or at all.
As part of the Transaction, AOS's right to designate directors on the board of JV Company will be three (3) out of seven (7) directors, instead of four (4) directors as provided under the JV contract prior to the Transaction. As a result of
the Transaction, AOS has made a preliminary determination that the JV Company should be deconsolidated from the consolidated financial statements of AOS under applicable U.S. GAAP accounting rules. Going forward, the JV Company will be
accounted for under the equity method of accounting.
The post-transaction 48.8% equity interest owned by AOS is valued at approximately $391.4 million. The Transaction is expected to result in a capital gain of approximately $364.8 million, net of applicable taxes, for AOS, which will be
recognized in the December 2021 quarterly income statement. The realized gain is expected to result in an associated current tax payment of $2.2 million, while the unrealized gain will result in a deferred tax liability.
The deconsolidation is not expected to have a material impact on AOS's operational financial performance. Our GAAP and non-GAAP guidance for the December 2021 quarter remains unchanged. Please note the gain and related taxes resulted from
the Transaction and the deconsolidation will be reflected in our GAAP income statement. For non-GAAP financials, we intend to exclude the gain and the future equity income (loss) from the equity investee.
AOS Chief Executive Officer Dr. Mike Chang commented, "This Transaction is the next step in our plan for the JV Company. By optimizing our shareholding structure, the JV company can enhance its flexibility in future capital raising while
AOS can continue to access the JV Company's manufacturing capacity as one of the key customers. We believe it is in the best interests of all stakeholders, including AOS shareholders who benefit from the value we helped create at the JV
Company. Our team will continue to pursue a multi-faceted capacity expansion plan, which includes the JV Company's Phase II, a $100 million expansion of our Oregon fab, and working closely with our foundry partners. We are excited about our
prospects for growth and are confident we will be able to reach our mid-term goal of $1 billion in annual revenue by calendar year 2024/2025".
For a more detailed description of the share transfer agreement and related transactions, please see the Current Report on Form 8-K filed by AOS on December 7, 2021. The assessment as to whether the JV Company will be deconsolidated and
measurement of the realized gain is ongoing and will be finalized in conjunction with the Company's financial statement close process for the three months ending December 31, 2021.
About AOS
Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer, and global supplier of a broad range of power semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, SiC/GaN, Power IC, and Digital Power
products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly
complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technology, product design, and advanced packaging know-how to develop high-performance power management
solutions. AOS's portfolio of products targets high-volume applications, including portable computers, flat-panel TVs, LED lighting, smartphones, battery packs, consumer and industrial motor controls, automotive electronics, and power
supplies for TVs, computers, servers, and telecommunications equipment. For more information, please visit www.aosmd.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product
performance. These forward-looking statements include, without limitation, statements relating to the proposed STAR listing of the JV Company; the impact of deconsolidation on the Company's financial results; the ability of AOS to access
sufficient manufacturing capacity; and the JV Company's plan to raise additional capital to fund its expansion plan. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those
contained in the forward-looking statements. These factors include, but are not limited to, the impact of COVID-19 pandemic on our business; our ability to successfully operate our joint venture in China; our ability to develop and succeed in
the digital power business; difficulties and challenges in executing our diversification strategy into different market segments; new tariffs on goods from China; ordering pattern from distributors and seasonality; changes in regulatory
environment and government investigation; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of PC markets; the actual product performance in volume production; the quality and reliability of
our product, our ability to achieve design wins; the general business and economic conditions; the state of semiconductor industry and seasonality of our markets; our ability to maintain factory utilization at a desirable level; and other
risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or
underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's
date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.
Contacts
Investor and media inquiries:
The Blueshirt Group
Gary Dvorchak, CFA
+86 (138) 1079-1480
gary@blueshirtgroup.com

text: AOS

text: JV

text: Alpha and Omega Semiconductor Limited

text: AOS

text: JV Company

text: AOS

text: JV Company

text: JV Company

text: JV Company

text: JV Company

text: JV Company

text: AOS

text: JV Company

text: JV

text: AOS

text: JV Company

text: AOS

text: JV Company

text: AOS

text: AOS

text: AOS

text: AOS

text: Mike Chang

text: JV Company

text: JV company

text: AOS

text: JV Company

text: AOS

text:
JV
Company

text: JV Company

text: AOS

text: JV Company

text: AOS

text: Alpha and Omega Semiconductor Limited

text: AOS

text: AOS

text: AOS

text: AOS

text: JV Company

text: AOS

text: JV Company

text: AOS

text: AOS


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Gladstone Commercial Corporation Announces Property Acquisition in Austin, Texas
MCLEAN, VA, July 10, 2013 - Gladstone Commercial Corporation (NASDAQ: GOOD) (the "Company")
reported today that it purchased a 320,000 square foot office building in the technology corridor
of Austin, TX. The property is a multi-story office building that serves as one of four national
Innovation Centers for General Motors Company. Simultaneously with the acquisition, the Company
placed a 10 year non-recourse loan through Cantor Commercial Real Estate.
"Acquiring this high quality facility is consistent with our growth strategy", said Buzz Cooper,
Senior Managing Director of the Company. "The buyer and seller, as well as lender teams, worked
together seamlessly to navigate a complicated process to execute a successful transaction for all
parties."
Gladstone Commercial Corporation
is a real estate investment trust (REIT) that invests in
and owns net leased industrial, commercial and retail real property and selectively makes long-term
industrial and commercial mortgage loans. The Company currently owns 84 properties. The Company
has paid 102 consecutive monthly cash distributions on its common stock. Prior to paying
distributions on a monthly basis, the Company paid five consecutive quarterly cash distributions.
The Company has paid 90 consecutive monthly cash distributions on its Series A preferred stock, 81
consecutive monthly cash distributions on its Series B preferred stock, 17 consecutive monthly cash
distributions on its Series C preferred stock and 39 consecutive monthly cash distributions on its
Senior Common Stock. The Company has never skipped, reduced or deferred a monthly distribution
since inception, over nine years ago. Additional information can be found at
www.gladstonecompanies.com
.
For Investor Relations inquiries related to any of the monthly dividend paying Gladstone funds,
please visit
www.gladstone.com
.
Source: Gladstone Commercial Corporation: +1-703-287-5893

text: Gladstone Commercial Corporation

text: Gladstone Commercial Corporation

text: Gladstone Commercial Corporation

text: Gladstone Commercial Corporation


text:
EX-99.1
5
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
Universal Health Services Completes Acquisition of Psychiatric Solutions
KING OF PRUSSIA, Pa., November 15, 2010 -- Universal Health Services, Inc. (NYSE: UHS) ("UHS") announced today that it has completed its previously announced acquisition of Psychiatric Solutions, Inc. (NASDAQ: PSYS) ("PSI").
UHS's strategic acquisition of PSI brings together two highly complementary companies to create a premier facilities-based behavioral healthcare provider. UHS owns or operates 25 acute care hospitals and 102 behavioral healthcare facilities and schools in 32 states, Washington, D.C. and Puerto Rico. PSI is the largest standalone operator of freestanding psychiatric inpatient facilities with 94 facilities in 32 states, Puerto Rico, and the U.S. Virgin Islands.
"This transformative transaction is compelling for patients, employees and stakeholders of both companies as it establishes an industry leader with the scale and scope to impact mental health issues at the national level. The new combined company looks forward to exceeding expectations by continuing to provide the quality treatment services that have kept UHS in the forefront of the healthcare industry over the years" said Alan B. Miller, Chief Executive Officer and Chairman of the Board of UHS.
The transaction is expected to generate approximately $35 to 45 million in annual cost synergies within three years, with the majority occurring in years one and two. Excluding one-time costs related to the transaction, the acquisition of PSI is expected to be significantly accretive to UHS's earnings per share.
In connection with its receipt of antitrust clearance for the transaction, UHS has agreed to divest a PSI facility in Delaware (MeadowWood Behavioral Health), two PSI facilities in Las Vegas, Nevada (Montevisa Hospital and Red Rock Behavioral Health Hospital) and a UHS facility in Puerto Rico (Hospital San Juan Capestrano). The combined revenues of these facilities for the nine-month period ended September 30, 2010 and the twelve -month period ended December 31, 2009 was approximately $52.25 million and $64.5 million, respectively. Under the terms of its agreement with the Federal Trade Commission (the "FTC"), UHS is required to divest the facilities in Delaware and Las Vegas within approximately six months, and the facility in Puerto Rico within approximately nine months. The agreements UHS has entered into with the FTC, including a Decision and Order and an Order to Hold Separate and Maintain Assets, are publicly available on the FTC's website at www.ftc.gov.
The paying agent for the transaction, StockTrans, will distribute a letter of transmittal to PSI shareholders with instructions on how they may receive the merger consideration. Questions regarding how to surrender stock certificates, or to request copies of the letter of transmittal, should be directed to StockTrans by phone at (800) 733-1121 or by mail at StockTrans, 44 West Lancaster Avenue, Ardmore, PA 19003.
J.P. Morgan Securities Inc. acted as financial advisor to UHS. Cravath, Swaine & Moore LLP acted as legal advisor to UHS.
About Universal Health Services, Inc.
UHS is one of the nation's largest and most respected hospital companies operating acute care hospitals, behavioral healthcare facilities and ambulatory centers throughout the United States, Puerto Rico and the U.S. Virgin Islands. UHS acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE: UHT). For additional information on UHS, visit its web site: http://www.uhsinc.com.
Forward-Looking Statements
This press release contains "forward-looking statements". Forward-looking statements may be identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will" or words of similar meaning and include, but are not limited to, statements about the realization of cost synergies, completion of required divestitures and future financial results of UHS. These statements are based on the current expectations of UHS and are inherently subject to uncertainties and changes in circumstances. UHS undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to UHS's filings with the SEC, including its most recent Annual Report on Form 10-K, for more information on additional risks that could cause actual results to differ from the forward-looking statements made herein.
UHS Investors:
Steve G. Filton, 610-768-3300
Chief Financial Officer

text: Universal Health Services

text: Psychiatric Solutions

text: Universal Health Services, Inc.

text: UHS

text: UHS

text: Psychiatric Solutions, Inc.

text: PSI

text: UHS

text: PSI

text: UHS

text: PSI

text: UHS

text: Alan B. Miller

text: UHS

text: PSI

text: UHS

text: UHS

text: PSI

text: PSI

text: UHS

text: UHS

text: UHS

text: PSI

text: J.P. Morgan Securities Inc.

text: UHS

text: Cravath, Swaine & Moore LLP

text: UHS

text: Universal Health Services, Inc.

text: UHS

text: UHS

text: UHS

text: UHS

text: UHS

text: UHS

text: UHS

text: UHS


text:
EX-99.1
4
ex99_1.htm
EXHIBIT 99.1
Generex
Announces Closing of First Tranche Acquisition of
Operating
Assets
Transaction
Heralds Commencement of the Generex Acquisitions Strategy
Second
Tranche Closing Anticipated Within 30 Days
MIRAMAR,
FL
, October 9, 2018 / (Business Wire) / -- Generex Biotechnology Corporation (www.generex.com) (OTCQB:GNBT) (http://www.otcmarkets.com/stock/GNBT/quote)
("
Generex
") today provided further details in respect of its October 3, 2018 acquisition of certain operating
assets of Veneto Holdings, L.L.C. ("
Veneto
"), a private company, and certain of its affiliated entities (collectively,
the "
Veneto Group
").
The
Veneto Group is engaged in the business of providing
(i) certain specialty pharmacy services and products, (ii) surgical products and services, (iii) diagnostic testing for screening
human blood, urine and/or saliva samples for the presence of narcotics, medications, alcohol and other drugs and substances, (iv)
durable medical equipment services, and (v) similar ancillary healthcare services such as management services for the foregoing
businesses (collectively, the "Business").
Pursuant
to an Asset Purchase Agreement dated October 3, 2018 (the "
Acquisition Agreement
"), a Generex affiliate, NuGenerex
Distribution Solutions, LLC ("
NuGenerex
"), agreed to purchase from the Veneto Group the operating assets of
the Business as a going concern (the "
Acquisition
").
"We
are pleased to announce the acquisition of these Veneto Group assets and the addition of NuGenerex Distribution Solutions to the
family of Generex companies, which includes NuGenerex Diagnostics (formerly Hema Diagnostics) and Antigen Express (soon to be
NuGenerex Immuno-Oncology)", said Joseph Moscato, Generex President & Chief Executive Officer. "This acquisition
is the culmination of our previously announced restructuring efforts and represents the next stage in our strategic plan for the
future of Generex Biotechnology. The acquisition of the Veneto operating assets provides the foundation for building a new, end-to-end
solution for healthcare to achieve better patient outcomes at lower costs, while providing convenience for patients, turn-key
management services for doctors, and integrated ancillary health services for hospitals and payers. We have acquired an outstanding
management team that has built this business from the ground up to achieve unaudited revenues of more than $66 million over the
past 12 months through this first set of Veneto assets, whilst operating in only three states. The second set of Veneto asset
acquisitions will complete the enterprise model, which is readily scalable using our proprietary technology and systems that drive
operations and ensure regulatory compliance. With completion of the acquisitions, we will scale the business to grow from three
to 30 states, providing what is expected to be a dramatic growth trajectory".
Mark
Schneider, Chairman of Veneto, stated: "This is an incredible milestone for our business and a testament to the outstanding
team we have assembled at all levels of the organization. We are very excited about the potential this transaction will unlock
for us in the year to come as it will facilitate the significant expansion of its enterprise and portfolio of ancillary services".
The
first tranche of the Acquisition closed on October 3, 2018 (the "
First Closing Date
"). On the Closing Date,
NuGenerex purchased the operating assets of eight pharmacies, a wholesale pharmacy purchasing company, and an in-network laboratory
(the "
First Closing Assets
"). In consideration of the sale, transfer, and assignment of the First Closing Assets
on the First Closing Date, NuGenerex executed and delivered to Veneto a secured promissory note in the principal amount of $15,000,000
(the "
Promissory Note
") guaranteed by Generex.
Within
the next 30 days (the "
Second Closing Date
"), NuGenerex anticipates consummating the acquisition of the balance
of the operating assets of the Business consisting primarily of Veneto's management services organization business and two
additional ancillary service companies that have been developed by Veneto (the "
Second Closing Assets
"). In
consideration of the sale, transfer, and assignment of the Second Closing Assets, NuGenerex will pay to Veneto an aggregate purchase
price of Thirty Million Dollars ($30,000,000) (the "
Purchase Price
"). The Purchase Price will be applied as
follows: in full and final satisfaction of the Promissory Note and accrued interest thereon; to the establishment of a $9,000,000
segregated trust fund in respect of contingent liabilities of Veneto attributable to its pre-Acquisition operations (which liabilities
are not being assumed by NuGenerex); to the establishment of a $3,000,000 escrow fund in respect of the settlement of the Second
Closing Date working capital of the Business and Veneto indemnification obligations; and the balance will be paid to Veneto after
one year.
Brooks,
Houghton & Company, Inc.
acted as the Company's M&A advisor in respect of the Acquisition, and
Eckert Semans
Cherin & Mellott, LLC
served as legal counsel to the Company.
Further
particulars in respect of the Acquisition are available in the Generex Form 8-K Current Report filed with the U.S. Securities
and Exchange Commission on October 9, 2018 and publicly available at www.sec.gov and the disclosures in this press release are
subject to those said particulars.
Cautionary
Note Regarding Forward-Looking Statements
This
release and oral statements made from time to time by Generex representatives in respect of the same subject matter may contain
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
can be identified by introductory words such as "expects", "plan", "believes", "will,"
"achieve", "anticipate", "would", "should", "subject to" or words of similar
meaning, and by the fact that they do not relate strictly to historical or current facts. Forward-looking statements frequently
are used in discussing potential product applications, potential collaborations, product development activities, clinical studies,
regulatory submissions and approvals, and similar operating matters. Many factors may cause actual results to differ from forward-looking
statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others
of which are not. Known risks and uncertainties include those identified from time to time in the reports filed by Generex with
the Securities and Exchange Commission, which should be considered together with any forward-looking statement. No forward-looking
statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements. Generex
undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events
or otherwise. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private
Securities Litigation Reform Act.
SOURCE
Generex Biotechnology Corporation
Generex
Contact:
Generex
Biotechnology Corporation
Joseph
Moscato
646-599-6222
Todd
Falls
800-391-6755
Extension 222
investor@generex.com

text: Veneto Group

text: Veneto Group

text:
NuGenerex
Distribution Solutions, LLC

text: NuGenerex

text: Veneto Group

text: Veneto Group

text: NuGenerex Distribution Solutions

text: NuGenerex

text: NuGenerex

text:
Mark
Schneider

text: NuGenerex

text: NuGenerex

text: NuGenerex

text: NuGenerex

text: NuGenerex

text:
Brooks,
Houghton & Company, Inc.

text:
Eckert Semans
Cherin & Mellott, LLC