text:
EX-99.1
2
amph-20210506ex991723c92.htm
EX-99.1
THIS FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (the "First Amendment") is entered into as of this __th day of August, 2008 (th
Exhibit 99.1
Amphastar Announces Buyback of 26% of the Equity in its ANP Subsidiary and Spin-off its Hanxin Subsidiary
RANCHO CUCAMONGA, CA
- May 7, 2021 - Amphastar Pharmaceuticals, Inc. (NASDAQ: AMPH) announced the restructuring of its Chinese subsidiaries, primarily Amphastar Nanjing Pharmaceuticals Inc. ("ANP"). As part of the restructuring, Amphastar will buyback 26% of ANP's equity currently held by third parties. In addition, ANP will spin-off its Chinese subsidiary, Nanjing Hanxin Pharmaceutical Technology Co., Ltd. and Hanxin's subsidiaries (collectively, "Hanxin"). The restructuring is subject to regulatory approval, and the total cash payment by Amphastar for this restructuring will be approximately $29 million.
To effect the spin-out of Hanxin, some of the ANP investors will concurrently invest a portion of their ANP sale proceeds to purchase a majority ownership stake in Hanxin, with ANP retaining an approximately 20% minority ownership stake in Hanxin. ANP will continue to focus on development and manufacturing of Active Pharmaceutical Ingredients ("API") for Amphastar's products and pipeline products, as well as manufacturing finished pharmaceutical products for sale outside the U.S. market.
The restructuring will increase Amphastar's ownership in a critical source of APIs for Amphastar's current and, more importantly, pipeline products. ANP has developed and filed 17 Drug Master Files (DMFs) for API and critical excipients with the FDA and is currently developing more DMFs. These DMFs including several insulin products and other diabetes treatments which are key elements of Amphastar's pipeline products. This restructuring represents Amphastar's strategic commitment to manufacturing finished pharmaceutical products and APIs for global sale and distribution.
On the restructuring, Amphastar's CEO, Dr. Jack Zhang, stated: "We believe that the restructuring of ANP is the most effective way for us to continue expanding globally while maintaining control of our important API manufacturing capabilities and eliminating expenses for areas unrelated to Amphastar's pipeline products. We expect the transaction to be accretive to Amphastar's EPS by approximately $0.03 per share in 2021 and $0.12 per share in 2022".
Amphastar's executive officers, certain directors and immediate family members of certain executive officers and directors will be participating in the transaction as a result of their 2018 investment in ANP. The Company engaged a financial advisor to conduct an independent third party valuation to determine the transaction price. The independent disinterested members of the Company's Board of Directors engaged a separate independent financial services firm to evaluate the transaction and render an opinion as to the fairness of the transaction price as part of their evaluation and approved these transactions.
Closing is expected to occur in the third quarter of 2021, subject to receipt of approvals by applicable regulatory authorities in China.
Company Information
Amphastar is a bio-pharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically-challenging generic and proprietary injectable, inhalation, and intranasal products. Additionally, the Company sells insulin API products. Most of the Company's finished products are used in hospital or urgent care clinical settings and are primarily contracted and distributed through group purchasing organizations and drug wholesalers. More information and resources are available at
www.amphastar.com.
Amphastar's logo and other trademarks or service marks of Amphastar, including, but not limited to Amphastar
®
, Primatene Mist
®
, Amphadase
®
, and Cortrosyn
®
, are the property of Amphastar.
Forward-Looking Statements
All statements in this press release and in the conference call referenced above that are not historical are forward-looking statements, including, among other things, statements relating to the timing of closing of the restructuring, the benefits to the Company from the restructuring, including the impact on EPS in 2021 and 2022, the Company's expectations regarding future financial performance, focus on global sales and marketing of its products, product development, the timing of FDA filings or approvals, including the DMFs of ANP, and other future events These statements are not historical facts but rather are based on Amphastar's historical performance and its current expectations, estimates, and projections regarding Amphastar's business, operations, and other similar or related factors. Words such as "may", "might", "will", "could", "would", "should", "anticipate", "predict", "potential", "continue", "expect", "intend", "plan", "project", "believe", "estimate", and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Amphastar's control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Amphastar's filings with the Securities and Exchange Commission, including in the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 15, 2021. In particular, the extent of COVID-19's impact on our business will depend on several factors, including the severity, duration and extent of the pandemic, as well as actions taken by governments, businesses, and consumers in response to the pandemic, all of which continue to evolve and remain uncertain at this time. You can locate these reports through the Company's website at
http://ir.amphastar.com
and on the SEC's website at www.sec.gov. The forward-looking statements in this release speak only as of the date of the release. Amphastar undertakes no obligation to revise or update information or any forward-looking statements in this press release or the conference call referenced above to reflect events or circumstances in the future, even if new information becomes available or if subsequent events cause Amphastar's expectations to change.
Contact Information:
Amphastar Pharmaceuticals, Inc.
Bill Peters
Chief Financial Officer
(909) 980-9484

text: Hanxin

text: Amphastar Pharmaceuticals, Inc.

text: Amphastar Nanjing Pharmaceuticals Inc.

text: Hanxin

text: Hanxin

text: Hanxin

text: Hanxin

text: Hanxin

text: Jack Zhang

text: Amphastar Pharmaceuticals, Inc.

text: Bill Peters


dataset: buster

text:
EX-99.1
2
v163202_ex99-1.htm
Unassociated Document
Exhibit
99.1
Harbin
Electric Completes Acquisition of Xi'an Simo Motor Inc. (Group), a Leading
Electric Motor Company in China
Harbin, China, October 19, 2009 - Harbin Electric, Inc. ("Harbin Electric" or the "Company", NASDAQ: HRBN),
a leading
developer and manufacturer of a wide array of electric motors in the People's
Republic of China, today announced that Harbin Tech Full Electric Co. Ltd.
("Harbin Tech Full"), a wholly owned subsidiary of the Company, completed
the acquisition of Xi'an Simo Motor Incorporation (Group) ("Simo Motor"),
one of China's leading electric motor companies.
On
October 6, Harbin Electric announced that Harbin Tech Full had signed a
definitive agreement to acquire 100% of the outstanding shares and all of the
corresponding assets of Simo Motor in consideration for the payment of a
purchase price equal to no less than six (6) times and no more
than eight (8) times the 2008 audited net profits of Simo
Motor.
As of the
closing date, Harbin Tech Full had completed the registration of the share
transfer with the requisite PRC authorities and had obtained the required
business registration and transfer of licenses of Simo Motor, all as
contemplated by the definitive agreement. On October 13, Simo Motor changed
its name to Xi'an Tech Full Simo Motor Co. Ltd.
The
Company believes that the acquisition of Simo Motor is the most significant
step to date in the Company's strategy to expand its industrial rotary
motor business to large size and special type of rotary motors. The Company
anticipates that this acquisition will further strengthen the Company's leading
position in the electric motor industry in China. The Company intends to
immediately begin the process of integrating Simo Motor into its existing
businesses.
About
Simo Motor
Simo
Motor was initially established in 1955 as a state-owned company and one of the
major backbone companies of China's electric motor industry. Since then, Simo
Motor has become a leading developer and manufacturer of industrial rotary
motors that provides solutions for electrical driving systems. In January
2004, Simo Motor was privatized as a shareholding company. It develops and
manufactures various industrial motors including some 28 series, over 450
categories and more than 8,000 models of high and low voltage, small, medium,
and large-sized motors with output power ranging from 0.35kW to 13,200kW. Its
products are widely used in the machine tool, pump, blower, compressor,
transportation, agriculture and food industry, steel rolling, power supply,
building and construction materials industry, aviation, navigation, hi-tech
fields, etc. The Company sells its products primarily in China and
also in the advanced industrial markets of North America, Europe and Asia as
well as in Africa, Southeast Asia and the Middle East.
1
Simo
Motor is located in Xi'an City's Economy and Technology Development Zone,
Shaanxi province, China. It occupies 200,000 square meters of land and employs
more than 2,000 people. Its address is No.159 Ming Guang Road, Economy and
Technology Development Zone, Xi'an, Shaanxi Province, the People's Republic of
China.
About
Harbin Electric
Harbin
Electric, headquartered in Harbin, China, is a leading developer and
manufacturer of a wide array of electric motors with a focus on innovative,
customized and value-added products. Its major product lines include linear
motors, automobile specialty micro-motors, and industrial rotary motors. The
Company's products are purchased by a broad range of domestic and international
customers, including those involved in oil services, factory automation, food
processing, packaging, transportation, automobile, medical devices, machinery
and tool manufacturing, petrochemical, as well as in the metallurgical and
mining industries.
Harbin
Electric has built a strong research and development capability by recruiting
talent worldwide and through collaborations with top scientific institutions.
The Company owns numerous patents in China and has developed award-winning
products for its customers. Through its U.S. and China-based subsidiaries, the
Company operates three manufacturing facilities in China located in Harbin,
Weihai, and Shanghai with a total of approximately 1,800 employees. Each of the
three manufacturing facilities is dedicated to a specific product line and is
equipped with state-of-the-art production equipment and quality control
systems.
As China
continues to grow its industrial base, Harbin Electric aspires to be a pioneer
in leading the industrialization and technology transformation of the Chinese
manufacturing sector. To learn more about Harbin Electric, visit
http://www.harbinelectric.com.
2
Safe
Harbor Statement
The
actual results of Harbin Electric, Inc. could differ materially from those
described in this press release. Detailed information regarding factors that may
cause actual results to differ materially from the results expressed or implied
by statements in this press release may be found in the Company's periodic
filings with the U.S. Securities and Exchange Commission, including the factors
described in the section entitled "Risk Factors" in its annual report on Form
10-K for the year ended December 31, 2008. The Company does not undertake any
obligation to update forward-looking statements contained in the press release.
This press release contains forward-looking information about the Company that
is intended to be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. These
statements can be identified by the use of forward-looking terminology such as
"believe", "expect", "may, "will", "should", "project", "plan", "seek,"
"intend", or "anticipate" or the negative thereof or comparable terminology, and
include discussions of strategy, and statements about industry trends and the
Company's future performance, operations and products.
For
investor and media inquiries, please contact:
In
China
Harbin
Electric, Inc.
Tel: +86-451-8611-6757
Email:
MainlandIR@Tech-full.com
In
the U.S.
Christy
Shue
Harbin
Electric, Inc.
Executive
VP, Finance & Investor Relations
Tel: +1-631-312-8612
Email:
cshue@HarbinElectric.com
Kathy
Li
Christensen
Investor Relations
Tel: +1-212-618-1987
Email:
kli@christensenir.com
3

label: organization

text:
Harbin
Electric

text: Xi'an Simo Motor Inc.

text: Harbin Electric, Inc.

text: Harbin Electric

text: Harbin Tech Full Electric Co. Ltd.

text: Xi'an Simo Motor Incorporation

text: Simo Motor

text: Harbin Electric

text: Simo Motor

text:
Simo
Motor

text: Simo Motor

text: Simo Motor

text: Simo Motor

text: Simo Motor

text: Simo Motor

text: Simo Motor

text:
Simo
Motor

text:
Simo
Motor

text: Simo Motor

text:
Simo
Motor

text: Harbin Electric

text:
Harbin
Electric

text:
Harbin
Electric

text: Harbin Electric

text: Harbin Electric

text: Harbin Electric, Inc.

text:
Harbin
Electric, Inc.

text:
Harbin
Electric, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
a5305741ex99_1.txt
EXHIBIT 99.1 PRESS RELEASE
Exhibit 99.1
Chattem, Inc. Completes Acquisition of Certain Consumer Brands from
Johnson & Johnson
CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Jan. 2, 2007--Chattem, Inc.
(NASDAQ: CHTT) - a leading marketer and manufacturer of branded
consumer products, today announced the closing of its previously
announced agreement to acquire the U.S. rights to five leading
consumer and over-the-counter ("OTC") brands from Johnson & Johnson
for $410 million in cash.
With the acquisition, Chattem's diverse portfolio of high quality
brands has now been expanded to include the following additional
brands: ACT(R), an anti-cavity mouthwash/mouth rinse; UNISOM(R), an
OTC sleep aid; CORTIZONE, a hydrocortisone anti-itch product;
KAOPECTATE(R), an anti-diarrhea product; and BALMEX(R), a diaper rash
product. The acquired brands were divested in connection with the
recent acquisition by Johnson & Johnson of Pfizer Inc.'s Consumer
Healthcare business and certain regulatory requirements in connection
with that acquisition.
"We are very excited to add these leading brands to the Company's
existing portfolio of quality products", said Zan Guerry, Chairman and
Chief Executive Officer of Chattem. "With the tremendous cooperation
of Johnson & Johnson and Pfizer Inc., we have worked very hard over
the past several months to help ensure a smooth transition of
ownership and remain very excited about the growth potential of these
brands."
The acquisition was funded in part with the proceeds from a new
$300 million term loan provided by Bank of America pursuant to a Fifth
Amendment to and restatement of its Credit Agreement, with the
remaining funds principally being provided through the use of a
portion of the proceeds derived from Chattem's previously announced
sale of 2% Convertible Senior Notes due 2013.
About Chattem
Chattem, Inc. is a leading marketer and manufacturer of a broad
portfolio of branded OTC healthcare products, toiletries and dietary
supplements. The Company's products target niche market segments and
are among the market leaders in their respective categories across
food, drug and mass merchandisers. The Company's portfolio of products
includes well-recognized brands such as Icy Hot(R), Gold Bond(R),
Selsun Blue(R), Garlique(R), Pamprin(R) and BullFrog(R). Chattem
conducts a portion of its global business through subsidiaries in the
United Kingdom, Ireland and Canada. For more information, please visit
the Company's website: www.chattem.com.
Certain statements and information included in this release
constitute "forward-looking statements" within the meaning of the
Federal 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 Chattem to be materially different from
any future results, performance or achievements expressed or implied
in such forward-looking statements. Additional discussion of factors
that could cause actual results to differ materially from management's
projections, estimates and expectations is contained in Chattem's
Annual Report on Form 10-K for the fiscal year ended November 30, 2005
and the other documents Chattem files with the SEC from time to time.
Chattem undertakes no duty to update its forward-looking statements,
including any such statements regarding the expected economic benefits
resulting from the acquisition.
CONTACT: Chattem, Inc., Chattanooga
Catherine Baker, Investor Relations, 423-822-3209

text: Chattem, Inc.

text: Johnson & Johnson

text: Chattem, Inc.

text: Johnson & Johnson

text: Chattem

text: Johnson & Johnson

label: person

text: Zan Guerry

text: Chattem

text: Johnson & Johnson

text: Chattem

text: Chattem

text: Chattem, Inc.

text: Chattem

text: Chattem

text: Chattem

text: Chattem

text: Chattem

text: Chattem, Inc.


text:
EX-99.1
3
d679670dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE
RELEASE
Integer Completes Divestiture of its Advanced Surgical and Orthopedics Product Lines
FRISCO, TX - July 02, 2018
-Integer Holdings Corporation ("Integer") (NYSE: ITGR) today announced that it has completed the
previously announced sale of its Advanced Surgical and Orthopedics ("AS&O") products lines to MedPlast, LLC for $600 million in cash. Integer will apply the proceeds to reduce debt by approximately $550 million, including the
redemption of the Company's outstanding 9.125% senior notes and the repayment of the outstanding balance of the Company's revolving credit facility, with the remaining proceeds used to prepay outstanding Term B loans.
The Company expects the divestiture to be accretive to
non-GAAP
earnings per share as the lower interest expense from
the debt reduction will more than offset the net income that is being divested. Free cash flow will remain similar to
pre-divestiture
levels. Integer will provide historical comparable financials, incorporate
the divestiture into its fiscal year 2018 financial guidance, and provide further details on the financial impact of the divestiture when it reports its 2nd quarter results on August 2nd.
"The AS&O divestiture is one of the outcomes of our portfolio strategy that was communicated earlier this year", said Joe Dziedzic,
Integer's Chief Executive Officer. "We believe this action has already created significant value for Integer shareholders and positions us to even more aggressively execute on our strategy. Our operational strategy, comprised of six
strategic imperatives focused on Customers, Costs and Culture, is a multi-year roadmap to achieving excellence in everything we do".
"Integer
has clear leadership positions in its Cardio & Vascular, Cardiac Rhythm Management, Neuromodulation and Electrochem businesses", continued Dziedzic. "After the AS&O divestiture Integer is a $1.2 billion revenue company
with higher margins, increased earnings, greater returns on invested capital, and significantly lower debt leverage. We are executing our strategy to drive accelerated long-term growth and realize our vision of enhancing patients' lives and
earning a valuation premium for our shareholders".
About Integer™
Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device outsource (MDO) manufacturers in the world serving the cardiac, neuromodulation,
vascular and portable medical markets. The company provides innovative, high-quality technologies and manufacturing to Medical Device OEM's to enhance the lives of patients worldwide. In addition, it develops batteries for
high-end
niche applications in energy, military, and environmental markets. The company's brands include Greatbatch™ Medical, Lake Region Medical and Electrochem. Additional information is available at
www.integer.net
.
Contact Information
Tony
Borowicz
VP, Strategy & Corporate Development & Investor Relations
(716)
759-5809
tony.borowicz@integer.net
Forward-Looking Statements
Some of the statements contained in this press release and other written and oral statements made from time to time by us and our representatives are not
statements of historical or current fact. As such, they are "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. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include statements relating to: future sales,
expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; our ability to identify trends within our industries and to offer products and
services that meet the changing needs of those markets; our ability to remain in compliance with our debt covenants; and projected capital expenditures.
You can identify forward-looking statements by terminology such as "may", "will", "should", "could,"
"expects", "intends", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or "variations" or the negative of these
terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you
should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this
release.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or
implied by our forward-looking statements or that may affect our future results, some of these factors include the following: our high level of indebtedness, our inability to pay principal and interest on this high level of outstanding indebtedness
or to remain in compliance with financial and other covenants under our senior secured credit facilities, and the risk that this high level of indebtedness limits our ability to invest in our business and overall financial flexibility; our
dependence upon a limited number of customers; customer ordering patterns; product obsolescence; our inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement cost reduction and
plant consolidation initiatives; our reliance on third-party suppliers for raw materials, products and subcomponents; fluctuating operating results; our inability to maintain high quality standards for our products; challenges to our intellectual
property rights; product liability claims; product field actions or recalls; our inability to successfully consummate and integrate acquisitions and to realize synergies and benefits from these acquisitions and to operate these acquired businesses
in accordance with expectations; our unsuccessful expansion into new markets; our failure to develop new products including system and device products; the timing, progress and ultimate success of pending regulatory actions and approvals; our
inability to obtain licenses to key technology; regulatory changes, including health care reform, or consolidation in the healthcare industry; global economic factors including foreign currency exchange rates and interest rates; the resolution of
various legal actions brought against the Company; enactment related and ongoing impacts related to the Tax Reform Act, including the GILTI tax; and other risks and uncertainties that arise from time to time and are described in Item 1A
"Risk Factors" of our Annual Report on Form
10-K
and in our other periodic filings with the SEC. In addition, the forward-looking statements in this release regarding the divestiture of our Advanced
Surgical and Orthopedic product lines are subject to factors that could cause actual results to differ from such statements, including, without limitation, the fact that anticipated results reflect only information available to us at this time, the
need to confirm and finalize calculations and figures that have been prepared internally but not passed on by our auditors, and the potential impact of post-closing items not known or estimable at this time. Except as may be required by law, we
assume no obligation to update forward-looking statements in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

text: Integer

text: Integer Holdings Corporation

text: Integer

text: MedPlast, LLC

text: Integer

text: Integer

text: Integer

text: Integer

text: Integer

text: Integer

text: Integer

text: Integer Holdings Corporation

text:
Tony
Borowicz


text:
EX-99.1
7
v237250_ex99-1.htm
PRESS RELEASE
Unassociated Document
EXHIBIT 99.1
NeoStem Acquires Amorcyte, a Clinical Stage Cardiovascular Disease Cell Therapy Company
NEW YORK, Oct. 17, 2011 -- NeoStem, Inc. (NYSE Amex: NBS) ("NeoStem" or the "Company"), an international biopharmaceutical company with a focus on cell-based therapeutic development, and Amorcyte Inc., a development stage cell therapy company focusing on novel treatments for cardiovascular disease, announced today the closing of their previously announced merger transaction following approval by the shareholders of both companies on October 14, 2011. NeoStem, which closed on a financing raising $16.5 million in gross proceeds on July 22, 2011, intends to initiate, no later than the first quarter of 2012, a Phase 2 clinical trial for Amorcyte's lead product candidate, AMR-001, for the treatment of acute myocardial infarction (AMI).
Pursuant to the terms of the Merger Agreement, NeoStem (i) issued 5,843,483 shares as the base stock consideration; (ii) will issue up to 4,092,768 shares of common stock upon the achievement of certain specified business milestones; (iii) issued warrants to purchase 1,881,008 shares of common stock exercisable over a seven year period at a price of $1.466 per share; and (iv) upon the successful commercialization of AMR-001 will pay certain earn out payments on sales. The shares of common stock issued and underlying the warrants are subject to certain transfer restrictions.
Of the approximately 800,000 Americans who suffer an AMI each year, approximately 20%, or 160,000 patients, remain at risk for progressive deterioration in heart muscle function and, as a consequence, increased risk for future major adverse cardiac events. AMR-001 targets treatment of this unmet medical need.
AMR-001 is an autologous, bone marrow-derived, pharmaceutical grade cell-based product that uses a cell population enriched for CD34+CXCR4+ cells. Studies have shown that these cells act as a natural repair mechanism, releasing from bone marrow and traveling to the damaged region of the heart following an AMI. Treatment with AMR-001 involves infusion of an active population of these cells directly into a patient's heart via an intra-coronary catheter six to eleven days after an AMI (i.e., after the "hot" or inflammatory phase) and as such complements the body's natural rescue mechanism for those cells that face hypoxic stress (
i.e
., oxygen deprivation) as a result of an increased workload.
NeoStem believes AMR-001 stands alone in its ability to claim all of the following attributes:
·
a confirmed mechanism of action
·
access to a cGMP (current good manufacturing practices) facility
·
an established dose that exceeds the threshold for biological activity
·
use of autologous cells that have no risk of rejection and are capable of integrating and providing local support, potentially for a prolonged period of time as demonstrated in pre-clinical animal experiments
·
cells that are not expanded, thereby eliminating the potential concerns associated with such expansion,and
·
an issued patent with composition of matter, methods and processes claims with long remaining life.
"We are very much encouraged by the Phase 1 trial results and look forward to moving AMR-001 forward toward commercialization through NeoStem", said Dr. Andrew L. Pecora, Chief Medical Officer of NeoStem and Chief Scientific Officer of Amorcyte. "Through NeoStem's preclinical VSEL
TM
(very small embryonic-like stem cell) platform, the Phase 1-ready autoimmune disease product candidates of its Athelos subsidiary, and now through AMR-001, NeoStem seeks to fulfill the promise that an individual's own cells hold the potential to both heal and transform the way medicine is delivered".
Dr. Robin L. Smith, Chairman and CEO of NeoStem said, "The closing of our acquisition of Amorcyte represents a leap forward for NeoStem into clinical development and the furtherance of our mission to develop a product portfolio of cell therapy products that leverage the body's natural abilities to heal and fight disease. We believe that AMR-001 bridges the gap between cell therapy's roots in bone marrow transplantation and cell therapies of the future. "
About NeoStem, Inc.
NeoStem is a leader in the development and manufacturing of cell therapies. The Company's strategic combination of revenues with manufacturing through its subsidiary, Progenitor Cell Therapy, LLC and global reach has positioned the company for advances in the cell therapy industry. The acquisition of Amorcyte, Inc. positions NeoStem to achieve its mission of capturing the paradigm shift to cell therapy. NeoStem is also pursuing a T-cell therapeutic with potential in a range of auto-immune conditions and development of its VSEL™ Technology platform. For more information on NeoStem, please visit
www.neostem.com
.
About Amorcyte
Amorcyte develops cell therapy products to treat cardiovascular disease. Its lead product, AMR-001, for the prevention of major adverse cardiac events following acute myocardial infarction (AMI), has completed Phase 1 clinical trials demonstrating feasibility, safety and biologic activity at a threshold dose. This is the first stem cell trial in AMI ever conducted that has prospectively established a significant relationship between dose and effect. Amorcyte was founded by Andrew Pecora, M.D., Chief Innovations Officer, Professor and Vice President of Cancer Services at the John Theurer Cancer Center at Hackensack University Cancer Center, with initial investment by Novitas Capital and Colt Ventures. For more information, please visit:
www.amorcyte.com
.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward looking statements include statements herein with respect to the successful execution of the Company's business strategy, including with respect to the Company's successful development of cell therapeutics, as well as the future of the cell therapeutics industry. The Company's actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include the "Risk Factors" described in the Company's filings with the Securities and Exchange Commission (
www.sec.gov
), including its prospectus supplement filed on September 30, 2011. The Company's further development is highly dependent on future medical and research developments and market acceptance, which is outside its control.
For more information, please contact:
NeoStem, Inc.
Robin Smith, CEO
Phone: +1-212-584-4174
Email:
rsmith@neostem.com
Web:
http://www.neostem.com

text: NeoStem

text: Amorcyte

text: NeoStem

text: NeoStem

text: Amorcyte Inc.

text: NeoStem

text: Amorcyte

text: NeoStem

text: NeoStem

text: NeoStem

text: Andrew L. Pecora

text: NeoStem

text: Amorcyte

text: NeoStem

text: NeoStem

text: Robin L. Smith

text: NeoStem

text: Amorcyte

text: NeoStem

text: NeoStem

text: NeoStem

text: Amorcyte, Inc.

text: NeoStem

text: NeoStem

text: NeoStem

text: Amorcyte

text: Amorcyte

text: Amorcyte

label: fund

text: Novitas Capital

text: Colt Ventures

text: NeoStem

text: Robin Smith


text:
EX-99.1
4
exh991.htm
VALHI PRESS RELEASE DATED JANUARY 26, 2018 - VALHI, INC. COMPLETES SALE OF WASTE CONTROL SPECIALISTS LLC
VALHI, INC. COMPLETES SALE OF WASTE CONTROL SPECIALISTS LLC
DALLAS, TEXAS... January 26, 2018... Valhi, Inc. (NYSE: VHI) announced today that it has completed the sale of its Waste Control Specialists LLC subsidiary ("WCS") to JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of WCS' third-party indebtedness and other liabilities. Additionally, all financial assurance obligations related to the WCS business, previously provided in part by Valhi and certain of its affiliates, have been assumed by WCS or one or more of its new affiliates.
Valhi, Inc. is engaged in the titanium dioxide products, component products (security products and recreational marine components) and real estate management and development industries.
* * * * *

text: VALHI, INC.

text: WASTE CONTROL SPECIALISTS LLC

text: VALHI, INC.

text: WASTE CONTROL SPECIALISTS LLC

text: Valhi, Inc.

text: JFL-WCS Partners, LLC

override: organization

text: Valhi, Inc.


text:
EX-99.1
25
tv507166_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
NCI Building Systems Announces Closing
of
Merger Transaction with Ply Gem
Combination Creates Leading North
American
Exterior Building Products Platform
HOUSTON, November 16, 2018
- NCI Building Systems, Inc. (NYSE: NCS)
, a leading manufacturer of exterior building products for commercial construction
("NCI" or the "Company"), announced today that it has completed its merger with Ply Gem Parent, LLC, a
leading manufacturer of exterior building products for residential construction ("Ply Gem"). The completion of the
transaction follows the satisfaction of all customary closing conditions, including approval of the merger by NCI shareholders.
Under the terms of the merger agreement, Ply Gem shareholders received approximately 58.7 million shares of NCI common stock. NCI
shareholders retained a 53% ownership of the Company's common equity with Ply Gem shareholders now owning 47%.
Chairman and CEO James S. Metcalf commented,
"We are delighted to successfully complete our merger with Ply Gem today, furthering our strategy to be a market leading
building products company. This combination brings together industry leaders that will increase our scale, broaden our product
offerings and expand our customer base. In addition, the new company will be a stronger, more diversified enterprise serving all
channels of the construction markets - residential, repair & remodel, and commercial.
With the merger now complete, the Company's
capital structure will improve meaningfully. With significant free cash flow generation and a flexible capital structure, the organization
will be better positioned to manage through the industry's cycles. Looking ahead, our growth will be driven by our strategic
focus on innovative products, cost savings, margin expansion and debt reduction. Most importantly, we expect to create long-term
value for our customers, shareholders and employees. I would like to thank our employees for all their hard work, dedication and
support in accomplishing this transaction", concluded Metcalf.
The Company will operate under a name to
be determined, and each entity will preserve its existing established brands. The Company will be headquartered in Cary, North
Carolina, with a significant presence in Houston, Texas.
Reporting
NCI's fiscal year-end and
fourth quarter 2018 results, as of October 29, 2018, will be reported on December 12, 2018. Following this reporting period, the
combined company will move to a calendar year-end fiscal reporting schedule. Consolidated results for the transition period from
October 29, 2018 through December 31, 2018, which will include the results of Ply Gem beginning November 16, 2018, will be reported
in February 2019.
Founder's Grants
In accordance with NYSE requirements,
the Board of Directors has authorized, in connection with the consummation of the merger with Ply Gem, the grant of "employment
inducement awards" (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) to approximately
50 individuals who will become employees of the Company in connection with the Merger. Forty percent (40%) of the value of each
award will be in the form of options to purchase shares of the Company's common stock with an exercise price per share equal
to the closing price of a share of common stock on the grant date (the "Options"), 40% will be in the form of restricted
stock units (the "RSUs"), each representing the right to acquire one share of the Company's common stock, and
20% will be in the form of performance share units (the "PSUs"), each representing the right to acquire a number of
shares of the Company's common stock (up to a maximum of two shares per PSU) to be determined based upon the achievement
of performance metrics as measured during a two year performance period and one year hold period following the grant date, subject
to the grantee's continued employment with the Company. The awards will represent an aggregate value of up to $34.0 million
(assuming all of the PSUs vest at maximum levels of achievement), with the actual number of Options, RSUs and PSUs to be determined
based on today's closing share price. The Options and RSUs vest in five equal annual installments, subject to the grantee's
continued employment with the Company. Recipients of the employment inducement awards include the following officers of the Company:
Award Value ($ in millions)
James S. Metcalf, Chairman & Chief Executive Officer
$4.5
Shawn Poe, Chief Financial Officer
$2.3
Art Steinhafel, U.S. Windows Division President
$2.8
John Buckley, Siding Division President
$2.8
Brian Boyle, Chief Accounting Officer
$0.9
Advisors
Evercore served as exclusive financial
advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NCI. Credit Suisse is serving as exclusive financial
advisor to Ply Gem. Debevoise & Plimpton provided legal counsel to Ply Gem and to CD&R. Credit Suisse and RBC Capital Markets,
LLC provided committed financing for the transaction.
About NCI Building Systems and Ply Gem Holdings, Inc.
The combination of NCI and Ply Gem, headquartered
in Cary, NC, establishes a leading exterior building products manufacturer with a broad range of products to residential and commercial
customers for both new construction and repair & remodel. With a portfolio of key products which includes windows, doors,
siding, metal wall and roof systems, engineered commercial buildings, insulated metal panels, stone and other adjacent products,
the Company has more than 20,000 employees across 80 manufacturing, distribution and office locations throughout North America.
For more information, visit
www.ncibuildingsystems.com
or
www.plygem.com
.
Contact:
K. Darcey Matthews
Vice President, Investor Relations
281-897-7785
Forward-looking statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate,"
"guidance", "plan", "potential", "expect", "should", "will,"
"forecast" and similar expressions are intended to identify forward-looking statements in this release. Such forward-looking
statements reflect current expectations and actual results could differ materially from those projected in the forward-looking
statements as a result of certain risk factors, including but not limited to: risks and uncertainties relating to the Merger, including
potential adverse reactions or changes to business or employee relationships resulting from the completion of the Merger; the possibility
that the anticipated benefits of the Merger are not realized when expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies; the ability to implement the anticipated business plans of the combined
company and achieve the anticipated benefits and savings; the possibility that the Company may not be able to achieve expected
synergies and operating efficiencies in connection with the Merger within the expected time-frames or at all; changes in residential
and commercial construction demands, driven in part by fluctuating interest rates, demographic shifts and customer trends; the
ability of NCI and Ply Gem to integrate their businesses; the outcome of any legal proceedings related to the Merger; industry
cyclicality and seasonality and adverse weather conditions; volatility in the U.S. economy and abroad, generally, and in the credit
markets; changes in foreign currency exchange and interest rates; our ability to generate significant cash flow required to service
or refinance our existing debt and obtain future financing; our substantial indebtedness and our ability to incur substantially
more indebtedness; our ability to comply with the financial tests and covenants in our existing and future debt obligations; commodity
price increases and/or limited availability of raw materials, including steel; retention and replacement of key personnel; volatility
of NCI's stock price; potential future sales of NCI's common stock held by funds affiliated with Clayton Dubilier &
Rice and Golden Gate Private Equity (the "Sponsor Investors"); substantial governance and other rights held by the
Sponsor Investors; changes in laws or regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2009.
See also the "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended October 29,
2017 and in the Company's Proxy Statement related to the Special Shareholder Meeting filed October 17, 2018 and other risks
described in documents subsequently filed by the Company from time to time with the SEC, which identify other important factors,
though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking
statements. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking
statements, whether as a result of new information, future events, or otherwise.
###

text: NCI Building Systems

text: Ply Gem

text: NCI Building Systems, Inc.

text: Ply Gem Parent, LLC

text: Ply Gem

text: Ply Gem

text: Ply Gem

text: James S. Metcalf

text: Ply Gem

text: Ply Gem

text: Ply Gem

text: James S. Metcalf

text: Shawn Poe

text: Evercore

text: Wachtell, Lipton, Rosen & Katz

text: Credit Suisse

text: Ply Gem

text: Debevoise & Plimpton

text: Ply Gem

text: Credit Suisse

text:
RBC Capital Markets,
LLC

text: NCI Building Systems

text: Ply Gem

text: Ply Gem

text: K. Darcey Matthews

text: Ply Gem


text:
EX-99.1
4
a16-11879_2ex99d1.htm
EX-99.1
Exhibit 99.1
Liberty Broadband Completes $5 Billion Investment in connection with Charter / Time Warner Cable Merger and Bright House Acquisition and Issuance of $4.4 Billion of Shares to Liberty Interactive and Other Third Party Investors
ENGLEWOOD, Colo.-Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) ("Liberty Broadband") today completed its $5 billion investment in the new public parent company ("New Charter") of the combined legacy Charter Communications, Inc. ("Charter"), Time Warner Cable Inc. ("TWC") and Bright House Networks. Liberty Broadband funded this investment, in part, with the proceeds from the sale of $4.4 billion of newly issued shares of Liberty Broadband's Series C common stock at a fixed price per share of $56.23 to Liberty Interactive Corporation and other third party investors, all of whom invested on the same terms.
Also pursuant to the previously announced transaction agreements, each of Liberty Broadband and Liberty Interactive has exchanged, on a tax-free basis, its shares of TWC common stock for shares of New Charter Class A common stock on a one-for-one basis, and Liberty Interactive has granted to Liberty Broadband a proxy and a right of first refusal with respect to the shares of New Charter Class A common stock received by Liberty Interactive in the exchange.
Also as previously announced, Advance Newhouse Partnership ("A/N") and Liberty Broadband have entered into a proxy agreement, pursuant to which A/N granted Liberty Broadband a five-year proxy to vote shares of New Charter stock held by A/N, capped at 7% of New Charter's outstanding voting power.
Also a result of the foregoing, Liberty Broadband owns 54,072,263 shares of New Charter Class A common stock, is expected to control approximately 25.01% of the aggregate voting power of New Charter immediately following the completion of today's transactions, and has approximately 181.6 million shares of common stock outstanding.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the voting power in New Charter expected to be held by Liberty Broadband and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward looking statements speak only as of the date of this press release, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Broadband, including the most recent Forms 10-K and 10-Q, for additional information about Liberty Broadband and about the risks and uncertainties related to Liberty Broadband's business which may affect the statements made in this press release.
About Liberty Broadband Corporation
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) is comprised of, among other things, its interest in New Charter and its subsidiary, TruePosition.
Liberty Broadband Corporation
Courtnee Chun, 720-875-5420
Source: Liberty Broadband Corporation

text: Liberty Broadband Corporation

text: Charter Communications, Inc.

text: Time Warner Cable Inc.

text: Bright House Networks

text: Liberty Broadband Corporation

text: Liberty Broadband Corporation

text: Liberty Broadband Corporation

text: Liberty Broadband Corporation


text:
EX-99.1
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ex99-1.htm
EXHIBIT 99.1 - PRESS RELEASE
ex99-1.htm
Exhibit 99.1
EQT Closes Gas Utility Sale
PITTSBURGH, PA (December 17, 2013) -- EQT Corporation (NYSE: EQT) today announced that it completed the
transfer of its natural gas distribution business, Equitable Gas Company, LLC, to Peoples Natural Gas.
The transaction included a cash payment of approximately $740 million to EQT, which includes a $720 million base price and $20 million of initial purchase price adjustments; as well as select midstream assets and commercial arrangements.
"During the last five years, our business strategy has focused on Marcellus Shale development as we intensified efforts to grow our natural gas exploration and production program, and expand our midstream operations. This transaction provides capital to continue investing in EQT's core businesses - delivering shareholder value and providing sustained economic growth in our operating regions", said David Porges, Chief Executive Officer of EQT Corporation. "With a modest amount of capital, the acquired midstream assets will become a valuable addition to our strategically located pipeline network - serving EQT Production and other Marcellus natural gas producers", continued Porges.
The newly acquired Marcellus midstream assets include approximately 200 miles of transmission pipelines and four storage pools. The long-term commercial contracts for EQT to provide gas transmission and storage to Peoples will facilitate the local use of the region's low-cost Marcellus gas and reduce the region's reliance on gas from the U.S. Gulf Coast.
About EQT Corporation:
EQT Corporation is an integrated energy company with emphasis on Appalachian area natural gas production, gathering, and transmission. EQT is the general partner and significant equity owner of EQT Midstream Partners, LP. With more than 120 years of experience, EQT continues to be a leader in the use of advanced horizontal drilling technology - designed to minimize the potential impact of drilling-related activities and reduce the overall environmental footprint. Through safe and responsible operations, the Company is committed to meeting the country's growing demand for clean-burning energy, while continuing to provide a rewarding workplace and enrich the communities where its employees live and work. Company shares are traded on the New York Stock Exchange as EQT.
Visit EQT Corporation at www.EQT.com.
About Peoples Natural Gas:
Peoples Natural Gas and its sister company Peoples TWP, both subsidiaries of SteelRiver Infrastructure Partners, provide safe and reliable natural gas distribution services to approximately 420,000 homes and businesses in 18 western Pennsylvania counties. SteelRiver Infrastructure Partners is an independent investment management firm with over $4 billion of AuM that invests in core infrastructure in North America for the long term,
seeking out assets and businesses that provide essential services with stable cash flows and often operating within a regulated framework.
Cautionary Statements
The purchase price is subject to additional post-closing adjustments.
Disclosures in this press release contain certain forward looking statements. Words such as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "target", "forecast", and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the amount of capital required for the acquired midstream assets and the effects of the commercial contracts on the local use of the region's Marcellus gas and the region's reliance on gas from the U.S. Gulf Coast. EQT has based these forward-looking statements on current expectations and assumptions about future events. These statements are not guaranties of future performance or events and are subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond EQT's control that could cause actual results to differ materially from projected results. Additional risks and uncertainties include, but are not limited to, those set forth under Item 1A, "Risk Factors" of EQT's Form 10-K filed for the year ended December 31, 2012, as updated by any subsequent Form 10-Qs.
Any forward-looking statement speaks only as of the date on which such statement is made and EQT undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
Analyst inquiries please contact:
EQT Corporation
Patrick Kane, 412-553-7833
Chief Investor Relations Officer
pkane@eqt.com
Nate Tetlow, 412-553-5834
Manager, Investor Relations
ntetlow@eqt.com
Media inquiries please contact:
EQT Corporation
Natalie Cox, 412-395-3941
Corporate Director, Communications
ncox@eqt.com
Source: EQT Corporation
- 2 -

text: EQT Corporation

text: Equitable Gas Company, LLC

text: Peoples Natural Gas

text: David Porges

text: EQT Corporation

text: EQT Corporation

text: EQT Corporation

text: EQT Corporation

text: Peoples Natural Gas

text: Peoples Natural Gas

text: SteelRiver Infrastructure Partners

text: SteelRiver Infrastructure Partners

text: EQT Corporation

text: EQT Corporation

text: EQT Corporation


text:
EX-99.1
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exh991ahrformmergerclosing.htm
EX-99.1
Document
EXHIBIT 99.1
Contact:
Damon Elder
Spotlight Marketing Communications
(949) 427-1377
damon@spotlightmarcom.com
American Healthcare REIT Formed Upon Completed Merger of
Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV
and Acquisition of American Healthcare Investors
Transaction creates $4.2 billion self-managed, diversified healthcare REIT
IRVINE, Calif. (Oct. 1, 2021) - American Healthcare REIT, Inc. (formerly known as Griffin-American Healthcare REIT IV, Inc., or "GAHR IV") announced today that it has completed its merger with Griffin-American Healthcare REIT III, Inc. ("GAHR III") in a tax-free, stock-for-stock transaction that created a combined company with a gross investment value1 of approximately $4.2 billion in healthcare real estate assets.
In conjunction with the merger, the previously announced acquisition of American Healthcare Investors ("AHI"), the co-sponsor of both REITs, was completed. Each of the more than 100 employees of AHI, including its three founders, have become employees of the newly combined company. As a result, American Healthcare REIT is self-managed with a fully integrated management platform with capabilities across acquisitions, asset management, finance, accounting and tax, that are expected to result in operational cost savings of approximately $21 million annually, based on the projected fees and expenses the companies would have likely incurred absent the successful completion of the merger transaction and AHI acquisition.
"We are pleased to have completed this merger and are excited about the future prospects of American Healthcare REIT", said Danny Prosky, chief executive officer and president. "As a large, diverse, and self-managed healthcare REIT, we believe we are strategically positioned to pursue a future listing or IPO on a national stock exchange that would provide liquidity to our existing stockholders and unlock greater growth and value enhancement opportunities as a publicly traded company".
American Healthcare REIT owns and/or operates an approximately 19 million-square-foot international portfolio of healthcare real estate comprised of 312 medical office buildings, senior housing communities, skilled nursing facilities and other real estate-related investments across 36 states and the United Kingdom.
(1) Gross investment value is comprised of acquisition costs and subsequent capital expenditures that pertain to the company's pro-rata ownership.
About American Healthcare REIT, Inc.
American Healthcare REIT, Inc., a self-managed, publicly registered, real estate investment trust, owns and/or operates and manages a diverse portfolio of healthcare real estate assets totaling approximately 19 million square feet with a gross investment value of approximately $4.2 billion. As of June 30, 2021, this international portfolio includes 312 buildings comprised of medical office buildings, senior housing communities, skilled nursing facilities and other real estate-related investments across 36 states and the United Kingdom. For more information, please visit www.AmericanHealthcareREIT.com.
Forward-Looking Statements
This release contains statements that constitute "forward-looking statements", as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; no assurance can be given that these expectations will be attained. Factors that could cause actual results to differ materially from these expectations include, but are not limited to, the ability of the combined company to achieve the expected operational efficiencies and cost savings or to engage in a future listing or IPO on a national stock exchange; the ability to use the public markets for growth capital; the impact of the COVID-19 pandemic on the operations and financial condition of the company and the real estate industries in which it operates; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of the company; and other factors, including those set forth in the Risk Factors section of GAHR III's and GAHR IV's most recent Annual Reports on Form 10-K for the year ended December 31, 2020, as updated by GAHR III's and GAHR IV's subsequent Quarterly Reports on Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission (the "SEC"), and other reports filed by GAHR III and GAHR IV with the SEC, copies of which are available on the SEC's website, www.sec.gov. GAHR III and GAHR IV undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
###

text: American Healthcare REIT

text: Griffin-American Healthcare REIT III

text: Griffin-American Healthcare REIT IV

text: American Healthcare Investors

override: fund

text: American Healthcare REIT

text: Griffin-American Healthcare REIT IV

text: Griffin-American Healthcare REIT III

text: American Healthcare Investors

text: AHI

text: AHI

text: American Healthcare REIT

text: AHI

text: American Healthcare REIT

text: Danny Prosky

text: American Healthcare REIT

text: American Healthcare REIT

text: American Healthcare REIT


text:
EX-99.1
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v368094_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Trade Street Residential Acquires
the Aventine Greenville for $42 Million
Expands Its Southeast-Focused Multi-Family
Portfolio and Reduces Average Portfolio Age
Company Release - 02/06/2014 16:01
AVENTURA, Fla., Feb. 6, 2014 (GLOBE
NEWSWIRE) -- Trade Street Residential, Inc. (Nasdaq:TSRE) ("Trade Street" or the "Company"), a fully integrated
owner and operator of high-quality apartment communities located primarily in the southeastern United States, today announced the
acquisition of The Aventine Greenville, a newly constructed 346-unit Class A luxury apartment community located in Greenville,
S.C., for approximately $42 million, or $121,000 per unit. The acquisition closed today, February 6, 2014.
The Aventine Greenville is located
at 97 Market Point Drive in close proximity to numerous upscale retail locations and adjacent to the Millennium Campus, a 500-acre
master planned corporate and research park. Greenville, S.C. boasts a strong economy with favorable employment trends, a limited
supply of competing apartment units, and is located in Greenville County, home to more than 95 Fortune 500 companies as of 2010.
The property is currently 76% leased and the Company expects it to be stabilized by the second or third quarter of 2014.
The Aventine Greenville offers one,
two and three bedroom apartment homes featuring full-sized kitchens with built in microwaves, granite countertops, walk-in closets,
vaulted ceilings, private balconies/sunroom options and a full-sized washer and dryer. Its amenities include a Wi-Fi Cafe, state
of the art fitness facility, pet park, business center, resort-style pool with cabanas, and a pool pavilion complete with TVs and
built-in grills.
"This luxury property establishes
our presence in Greenville, SC, a rapidly expanding commercial center in the Southeast, and furthers our goal to modernize our
portfolio", said David Levin, President and Vice Chairman of Trade Street Residential. "This acquisition continues
to demonstrate our ability to source off-market pre-sale deals at an attractive spread to current market values on a stabilized
basis. Including the expected acquisition of the Avenues at Craig Ranch, which we previously announced, our weighted average
portfolio age will be approximately 11 years".
Trade Street obtained a mortgage of
$21 million and used a portion of the cash received from its recently closed rights offering to fund the purchase price. The mortgage
bears interest at a fixed rate of 3.7% with five years of interest only payments followed by principal and interest payments based
on a 30-year amortization schedule thereafter.
About Trade Street Residential,
Inc.
Trade Street Residential, Inc. is a
fully-integrated, self-managed real estate investment trust focused on acquiring, owning, operating and managing conveniently located,
garden-style and mid-rise apartment communities in mid-sized cities and suburban submarkets of larger cities primarily in the southeastern
United States, including Texas.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws which are based on current expectations, forecasts and assumptions
that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts, including the expected acquisition of the Avenues at Craig Ranch. In some
cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may", "will,"
"should", "expects", "intends", "plans", "anticipates", "believes,"
"estimates", "predicts", or "potential" or the negative of these words and phrases or similar words
or phrases, which are predictions of or indicate future events or trends and which do not relate solely to historical matters.
While forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees
of future performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
CONTACT:
Investor Relations:
Stephen Swett
786-248-6099
ir@trade-street.com
Media Contact:
Jason Chudoba, ICR for Trade Street
646-277-1249
Jason.Chudoba@icrinc.com
Source: Trade Street Residential, Inc.

text: Trade Street Residential

text: Trade Street Residential

text: David Levin

text: Trade Street Residential

text: Trade Street Residential

text: Trade Street Residential

text: Trade Street Residential


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
Contact:
Jack
Ross, Chairman / CEO
Synergy
Strips
Jack@synergystrips.com
615-939-9004
Synergy
Strips Corp. Acquires Assets of America's No.1
Brain
Health Supplement, FOCUSfactor
SANTA
MONICA, CA (January 26, 2015)
-Synergy Strips Corp.
(OTCQB:SNYR) ("Synergy"),
a company that markets and distributes consumer products primarily in the health and wellness industry, today announced
the acquisition of the FOCUSfactor®
brand,
America's
No.1 brain health supplement, f
rom Factor Nutrition Labs, LLC.
Knight Therapeutics
Inc. (TSX:GUD), through one of its wholly owned subsidiaries ("Knight"), financed the transaction with a $6 million
secured loan.
FOCUSfactor is sold at retail stores including Costco, Sam's Club, Walmart, Walgreens, CVS and The
Vitamin Shoppe.
"We
are pleased to sell the
FOCUSfactor
brand to Synergy", said Paul Levinsohn,
a principal of Factor Nutrition Labs, LLC. "We have spent the past six years focused on clinical study substantiation and
expansion of FOCUSfactor in the retail sector. We believe it is the perfect time for Synergy to take
FOCUSfactor
to the next level of consumer awareness".
Under
the terms of the agreement, the secured loan will bear interest at 15 percent per annum, plus other considerations. The interest
rate will decrease to 13 percent provided Synergy meets specified equity-fundraising targets. In January 2017, the loan matures
and may be extended for up to an additional two years if revenue and profitability milestones are met.
"We
are pleased to support Synergy in their acquisition of FOCUSfactor and look forward to this partnership with an alert partner,"
said Jonathan Ross Goodman, director of Knight.
Synergy's
acquisition of the FOCUSfactor
brand comes after a rare achievement in the nutritional supplement category - a patent on the product's proprietary
formulation. In December 2012, the United States Patent and Trademark Office issued U.S. Patent 8,329,227 covering FOCUSfactor's
proprietary formulation "for enhanced mental function." The issuance of the patent marked one of the few times a patent
has been issued for a nationally branded nutritional supplement.
The
issuance of the patent for FOCUSfactor came after a 2011 clinical study report which showed that FOCUSfactor improves memory,
concentration and focus in healthy adults. The clinical study of FOCUSfactor was sponsored by Factor Nutrition Labs and was conducted
by Cognitive Research Corporation, a full-service contract research organization that specializes in the effects of nutritional
supplements and pharmaceutical products on human cognition. The study was conducted in compliance with all applicable country
requirements for the conduct of clinical studies, including those outlined by the International Conference on Harmonization, Consolidated
Guidelines on Good Clinical Practices, and the Food and Drug Administration.
"We
are thrilled to add the FOCUSfactor brand to our developing portfolio of best-in-class consumer brands. We intend to build on
the product's proven success and retail strategy", said Jack Ross, CEO of Synergy. "We are also pleased to partner
with a successful lender with a track record of helping to build solid companies".
About
Synergy Strips Corp.
Synergy
Strips Corp. (OTCQB:SNYR) is a U.S. company that is in the process of building a portfolio of best-in-class consumer product brands.
Synergy's strategy is to grow its portfolio both organically and by further acquisitions.
About
FOCUSfactor®
FOCUSfactor
is sold at America's leading retailers such as Costco, Sam's Club, Walmart, Walgreens and The Vitamin Shoppe. FOCUSfactor,
America's leading brain health supplement, is a nutritional supplement that includes a proprietary blend of brain supporting
vitamins, minerals, antioxidants and other nutrients. In December 2012, the United States Patent and Trademark Office issued US
Patent 8,329,227 covering FOCUSfactor's proprietary formulation "for enhanced mental function." The issuance
of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement. FOCUSfactor
is clinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults.
About
Knight Therapeutics Inc.
Knight
Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing
innovative pharmaceutical products for the Canadian and world markets. Knight's shares trade on the TSX under the symbol
GUD. Visit: www.gud-knight.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
are subject to risks and uncertainties. All statements, other than statements of historical facts, regarding management's
expectations, beliefs, goals, plans or Synergy's prospects should be considered forward-looking. Readers are cautioned that
actual results may differ materially from projections or estimates due to a variety of important factors, including: Synergy's
ability to integrate the FOCUSfactor product line into its current operations; Synergy's dependence on third parties for
its research and development, manufacturing and distribution functions; Synergy's' dependence on its license relationships;
the risks and uncertainties associated with Synergy's ability to manage its limited cash resources; obtaining additional
financing to support Synergy's operations; protecting the intellectual property developed by or licensed to Synergy for
FOCUSfactor; and Synergy's ability to build its operations to support its business strategy and promote its products. These
and other risks are described in greater detail in Synergy's filings with the SEC, copies of which are available free of
charge at the SEC's website (
www.sec.gov
) or upon request from Synergy. Synergy may not actually achieve the goals
or plans described in its forward-looking statements, and investors should not place undue reliance on these statements. Synergy
assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

text:
Jack
Ross

text: Strips Corp.

text: Synergy Strips Corp.

text: Factor Nutrition Labs, LLC

text:
Knight Therapeutics
Inc.

text: Factor Nutrition Labs, LLC

text: Jonathan Ross Goodman

text: Jack Ross

text: Synergy Strips Corp.

text:
Synergy
Strips Corp.

text: Knight Therapeutics Inc.

text:
Knight
Therapeutics Inc.


text:
EX-99.2
2
tegc8k_25nov09ex992.txt
PRESS RELEASE
THRUST ENERGY CORP.
Contact: Thomas Mills FOR IMMEDIATE RELEASE
Tel: 647.456.9521
E-mail: thrustenergy@novuscom.net
THRUST ENERGY CORPORATION ACQUIRES WORKING INTEREST IN ALBERTA GAS WELLS
TORONTO, ON-November 26, 2009 - Thrust Energy Corp. ("Thrust") (OTCBB:TEGC.OB),
is pleased to announce that it has acquired its first working interest in
Alberta. The project includes six natural gas wells that are estimated to
produce approximately 940 mcf/day of natural gas. Thrust's working interest
would initially be 4.9% and is expected to provide $46,000 in annual income
based on current spot prices. Thrust has the right to increase its working
interest in the project to 66%, resulting in annual income of $625,000 at
current spot prices. The project is estimated to contain 4.3 Bcf of recoverable
natural gas reserves.
"Given current oil and gas prices we believe that this working interest will
provide Thrust Energy with a solid revenue stream that will position the company
for further investment", said Thomas Mills, President of Thrust. "We have a
number of other acquisition targets and are currently in negotiations for them".
ABOUT THRUST ENERGY CORP.
Thrust Energy is an oil and gas acquisition and production company focusing on
developing oil resources in North America.
SAFE HARBOR STATEMENT
This press release contains statements that may constitute forward-looking
statements, including Thrust's ability to successfully acquire oil and gas
properties and drill commercial wells. All statements, other than statements of
fact, included in this release, including, without limitation, statements
regarding potential future plans and objectives of the company, are
forward-looking statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such statements.
Thrust undertakes no obligation to update any forward-looking statement that may
be made from time to time by or on behalf of the company, whether as a result of
new information, future events or otherwise.
# # #

text: THRUST ENERGY CORP.

text: Thomas Mills

text: THRUST ENERGY CORPORATION

text: Thrust Energy Corp.

text: Thomas Mills

text: THRUST ENERGY CORP.


text:
EX-99.1
3
exhibit99-1.htm
EXHIBIT 99.1
China Valves Technology, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
Exhibit 99.1
China Valves Technology, Inc.
Ray Chen, VP of Investor Relations
Linda Salo, Sr. Financial Writer
Tel:
+1 650-281-8375
Tel: +1 646-922-0894
+86 13925279478
E-mail:
linda.salo@ccgir.com
E-mail: raychen@cvalve.net
http://www.cvalve.com
Crocker Coulson, President
Tel: +1 646-213-1915
E-mail:
crocker.coulson@ccgir.com
CCG Investor Relations
http://www.ccgirasia.com
China Valves Technology, Inc. Completes the Acquisition of
Shanghai Pudong Hanwei Valve Co., Ltd.
KAIFENG and ZHENGZHOU, CHINA, April 9, 2010 - China Valves
Technology, Inc. (NASDAQ: CVVT) ("China Valves" or the "Company"), a leading
Chinese metal valve manufacturer, today announced that on April 8, 2010, the
Company completed the acquisition of Shanghai Pudong Hanwei Valve Co., Ltd.
("Hanwei Valve"), a Shanghai-based valve manufacturer with several patents for
high-tech valve specifications in the petrochemical and bioengineering
industries, for approximately $21 million.
Through the transaction, China Valve has acquired 100% of the
assets of Hanwei Valve and will consolidate Hanwei Valve's operations into its
financial results effective April 8, 2010. For fiscal year 2010, the Company
expects Hanwei Valve to contribute $20 million in revenue and $5 million in net
income.
As previously disclosed, Hanwei Valve was established in 1992
and produces more than 20 series of valve products in over 6,000 different sizes
ranging from 0.38 inches to 116 inches in diameter. Its main products include
ball valves, check valves, butterfly valves, gate valves and other general
purpose valves for a variety of applications, including oil refineries, chemical
production and transport, electric power plants, and water supply. Hanwei Valve
owns patents for a 24-way rotary valve used in simulating moving bed molecular
sieve absorption-separation units in large-scale petrochemical equipment, for
chromatogram separation units used in bioengineering, and for fully welded ball
valves used in long distance gas pipelines. Hanwei Valve is the sole producer of
the fully-welded ball valve and 24-way rotary valve in China.
"The acquisition of Hanwei Valve is an important step toward
diversifying our product portfolio by adding sophisticated products and patented
applications, to improve our position in key end-user markets such as the
petrochemical industry. The acquisition will also allow us to enter new end-user
markets such as bioengineering, and to strengthen our distribution network in
our core end-user industries of water supply and power generation", said Mr. Siping Fang, Chairman and CEO of China Valves. "As we
incorporate Hanwei Valve into the China Valves family of companies, we will
continue to look for strategic opportunities to expand in these markets to drive
future growth".
About China Valves Technology, Inc.
China Valves Technology, Inc. through its subsidiaries,
Zhengzhou Zhengdie Valve Co, Ltd., Henan Kaifeng High Pressure Valve Co., Ltd.,
Tai Zhou Tai De Valve Co., Ltd., Yangzhou Rock Valve Lock Technology Co., Ltd.,
Able Delight (Changsha) Valve Co., Ltd., and Shanghai Pudong Hanwei Valve Co.,
Ltd. is engaged in development, manufacture and sale of high-quality metal
valves for the electricity, petroleum, chemical, water, gas and metallurgy
industries. The Company has one of the best known brand names in China's valve
industry, and its history can be traced back to 1959 when it was formed as a
state-owned enterprise. The Company develops valve products by extensive
research and development and owns a number of patents. It enjoys significant
domestic market shares and exports to Asia and Europe. For more information,
visit
http://www.cvalve.com
.
Safe Harbor Statements
Any statements set forth above that are not historical facts
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Such factors include, but are not limited to, the Company's ability
to develop and market new products, the ability to access capital for expansion,
the ability to acquire other companies, changes from anticipated levels of
sales, changes in national or regional economic and competitive conditions,
changes in relationships with customers, changes in principal product profits
and other factors detailed from time to time in the Company's filings with the
United States Securities and Exchange Commission and other regulatory
authorities. The Company undertakes no obligation to update or revise to the
public any forward-looking statements, whether as a result of new information,
future events or otherwise. This press release was developed by China Valves,
and is intended solely for informational purposes and is not to be construed as
an offer or solicitation of an offer to buy or sell the Company's stock. This
press release is based upon information available to the public, as well as
other information from sources which management believes to be reliable, but it
is not guaranteed by China Valves to be accurate, nor does China Valves purport
it to be complete. Opinions expressed herein are those of management as of the
date of publication and are subject to change without notice.
###

text: China Valves Technology, Inc.

text: China Valves Technology, Inc.

text: Ray Chen

text: Crocker Coulson

text: China Valves Technology, Inc.

text: Shanghai Pudong Hanwei Valve Co., Ltd.

text:
China Valves
Technology, Inc

text: Shanghai Pudong Hanwei Valve Co., Ltd.

text: Hanwei Valve

text: Valve

text: Hanwei Valve

text: Hanwei Valve

text: Hanwei Valve

text: Hanwei Valve

text: Hanwei Valve

text: Hanwei Valve

text: Hanwei Valve

text: Siping Fang

text: Hanwei Valve

text: China Valves Technology, Inc.

text: China Valves Technology, Inc.

text: Valve

text:
Shanghai Pudong Hanwei Valve Co.,
Ltd.


text:
EX-99.1
6
v010777_ex99-1.txt
EXHIBIT 99.1
[LOGO]
WORKSTREAM
WORKSTREAM CLOSES PROACT TECHNOLOGIES ACQUISITION
Acquisition Completes Workstream's Software as a Service TalentCenter Suite
OTTAWA, ON. AND WHITE PLAINS, NY - JANUARY 3, 2005 - Workstream Inc. (NASDAQ:
WSTM), a provider of Enterprise Workforce Management software, today announced
the closing of its acquisition of ProAct Technologies, a provider of HR software
solutions for personalized benefits, communications and decision support for
employers, health plans and HR BPO's. This transaction will be accretive and add
over $10 million in revenue in calendar 2005.
"With more then 10 million employees and managers being serviced monthly, across
400 of the Fortune 2000, Workstream is emerging as the clear leader in the HR
Software as a Service (SaaS) market', stated Michael Mullarkey, Chairman and CEO
of Workstream Inc. "With the successful launch of Workstream's TalentCenter
suite and acquisition of ProAct, Workstream is now uniquely positioned as the
only company to market an end-to-end suite of Enterprise Workforce Management
solution that includes recruiting, benefits, performance management,
compensation and rewards software.
Under the terms of the deal, Workstream acquired the assets of ProAct
Technologies and paid approximately $9.73 million consisting of $5.5 million in
cash, $1.53 million in debt and $2.7 million in Workstream common stock
consisting of 659,787 shares in Workstream common stock with an additional
253,764 shares in common stock to be held in escrow and to be released upon
certain goals and representations being achieved.
ABOUT WORKSTREAM INC.
Workstream provides enterprise workforce management solutions and services that
help companies manage the entire employee lifecycle - from recruitment to
retirement. Workstream's TalentCenter provides a unified view of all Workstream
products and services including Recruitment, Benefits, Performance Management,
Compensation, Rewards and Transition. Access to TalentCenter is offered on a
monthly subscription basis under an Software as a Service delivery model to help
companies build high performing workforces, while controlling costs. With 11
offices across North America, Workstream services customers including Chevron,
Eli Lilly Canada, The Gap, Home Depot, Kaiser Permanente, Motorola, Nordstrom,
Samsung, Sony Music Canada, VISA and Wells Fargo. For more information visit
www.workstreaminc.com or call toll free 1-866-470-WORK.
ABOUT PROACT TECHNOLOGIES
With responsibility for managing benefits shifting from corporations to
employees, companies like Agilent Technologies, CIGNA, GlaxoSmithKline, Humana,
Maytag and Verizon Wireless are taking advantage of ProAct's flexible, Web-based
software to deliver personalized benefits and HR information, and provide
self-service enrollment and associated decision support. ProAct solutions help
employers, health plans and outsourcers automate critical business functions
either through its best-of-breed software for specific requirements, like
delivering summary plan descriptions, or its integrated suite of products
including online provider search and real-time total wealth statements. Using a
common technology platform, ProAct software integrates content, data, decision
support tools and transactions in a single, seamless process. And since ProAct
has the most open technology to operate with industry standards from Microsoft
to Linux, ProAct applications can integrate with any back end system. More
information can be found at www.proactcorp.com.
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations or beliefs of
Workstream's management and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward-looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: inability to grow our client base and revenue because of the number
of competitors and the variety of sources of competition we face; client
attrition; inability to offer services that are superior and cost effective when
compared to the services being offered by our competitors; inability to further
identify, develop and achieve success for new products, services and
technologies; increased competition and its effect on pricing, spending,
third-party relationships and revenues; as well as the inability to enter into
successful strategic relationships and other risks detailed from time to time in
filings with the Securities and Exchange Commission.
CONTACT:
Tammie Brown
Workstream, Inc.
1-877-327-8483 ext. 263
tammie.brown@workstreaminc.com

text: WORKSTREAM

text: WORKSTREAM

text: PROACT TECHNOLOGIES

text: Workstream

text: Workstream Inc.

text: ProAct Technologies

text: Workstream

text: Michael Mullarkey

text: Workstream Inc.

text: Workstream

text: ProAct

text: Workstream

text: Workstream

text: ProAct

text: Workstream

text: Workstream

text: WORKSTREAM INC.

text: Workstream

text: Workstream

text: Workstream

text: Workstream

text: PROACT TECHNOLOGIES

text: ProAct

text: ProAct

text: ProAct

text: ProAct

text: ProAct

text: Workstream

text: Workstream


text:
EX-99.1
2
ex99_1.txt
PRESS RELEASE
WORLDHEART COMPLETES MEDQUEST ACQUISITION
The acquisition and related transactions include approximately $23
million in gross financing
Oakland, California - August 2, 2005 - (NASDAQ: WHRT, TSX: WHT) World Heart
Corporation today announced the completion of the acquisition of MedQuest
Products, Inc., a private Salt Lake City, Utah-based medical device company, in
the development stages of its HeartQuest(TM) ventricular assist device (VAD). In
conjunction with the acquisition, the Company raised approximately US$23 million
in gross financing from a private placement with Maverick Venture Management,
LLC, ("Maverick") and the exercise of certain outstanding warrants for the
purchase of common shares.
"We believe that our industry needs both pulsatile and rotary pumps to treat the
full spectrum of clinical needs of end and late-stage heart failure patients.
With this acquisition, WorldHeart becomes the only company with a pipeline of
small, silent, next-generation pulsatile and rotary systems under development,"
commented Jal S. Jassawalla, WorldHeart President and CEO. "We are pleased to
have completed this time consuming transaction and are now able to better focus
on the many challenges and opportunities of this emerging marketplace".
WorldHeart's Product Platform
-----------------------------
o The Novacor(R) LVAS pulsatile device is the first device to provide a
recipient with more than six years of circulatory support. It holds
the industry record for longest support on a single pulsatile VAD of
4.8 years and is currently commercially available as a
Bridge-to-Transplant in the US, Canada, the European Union and Japan.
In Europe, it is also commercially available for DT and
Bridge-to-Recovery. In the US, it is under evaluation in a pivotal
clinical study for DT (RELIANT trial);
o The Novacor II LVAS is a small, bearingless, next-generation pulsatile
VAD building on proven Novacor LVAS technology and driven by direct
magnetic actuation. It is currently under development with the first
successful animal trial completed last week; and
o The HeartQuest VAD is an even smaller, next-generation rotary pump,
now at an advanced development stage in preclinical animal and bench
testing. A feasibility clinical trial is expected to be initiated by
early 2006.
[GRAPHIC OMITTED]
TECHNOLOGY for LIFE
WORLD HEART CORPORATION - 7799 PARDEE LANE, OAKLAND, CA 94621
PHONE: (510) 563-5000 - FAX: (510) 563-5004
www.worldheart.com
Financing and Capital Structure Changes
---------------------------------------
In conjunction with the acquisition, WorldHeart completed a US$12 million
private placement of approximately 8.9 million common shares at a price of
US$1.35 per share with Maverick, a private investment firm focused on investing
in emerging growth markets and the principal MedQuest shareholder. WorldHeart
issued 9.3 million common shares to MedQuest in connection with the acquisition.
Maverick and the shareholders of MedQuest now have approximately 33% ownership
stake in the combined company.
All of the convertible debenture holders converted their debentures, at a
conversion price of US$1.25 per common share, receiving approximately 10.7
million common shares. In addition, accrued interest was converted into
additional common shares at a conversion price equal to market prices at the
date of conversion. The convertible debenture holders also exercised all of
their corresponding warrants, and received approximately 10.7 million common
shares of the Company at an adjusted exercise price of US$1.00 per common share,
resulting in gross proceeds to WorldHeart of approximately US$10.7 million.
Upon completion of these transactions WorldHeart has:
o eliminated US$11.6 million of convertible debentures and up to US$2
million of interest that would have been payable over the remaining
five-year life of the debentures;
o issued approximately 10.7 million common shares in connection with the
exercise of warrants;
o raised approximately US$23 million in gross financing proceeds; and
o approximately 55.4 million common shares outstanding.
These transactions both simplify the Company's capital structure and provide the
capital to pursue development and commercialization of its products.
About WorldHeart
----------------
World Heart Corporation is a global medical device company headquartered in
Oakland, California, USA with a European office in Heesch, Netherlands and the
MedQuest facility in Salt Lake City, Utah. WorldHeart's registered office is
Ottawa, Ontario, Canada.
[GRAPHIC OMITTED]
TECHNOLOGY for LIFE
WORLD HEART CORPORATION - 7799 PARDEE LANE, OAKLAND, CA 94621
PHONE: (510) 563-5000 - FAX: (510) 563-5004
www.worldheart.com
The securities offered in connection with the acquisition and the Maverick
private placement have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements.
Any forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements involve risk and
uncertainties, including without limitation, risks in product development and
market acceptance of and demand for the Company's products, risks associated
with costs and delays posed by government regulation, limitations on third-party
reimbursement, inability to protect proprietary technology, potential product
liability, unachieved synergies and efficiencies of scale after the acquisition,
including potential difficulties in the integration of the operations and other
risks detailed in the Company's filings with the Securities and Exchange
Commission, including its recently filed Proxy Statement and Amended Annual
Report on Form 10-KSB/A for the year ended 2004.
-30-
Contact Information:
World Heart Corporation
Richard Juelis (510) 563-4713
Peggy Allman (510) 563-4721
www.worldheart.com
------------------
[GRAPHIC OMITTED]
TECHNOLOGY for LIFE
WORLD HEART CORPORATION - 7799 PARDEE LANE, OAKLAND, CA 94621
PHONE: (510) 563-5000 - FAX: (510) 563-5004
www.worldheart.com

text: WORLDHEART

text: MEDQUEST

text:
World Heart
Corporation

text:
MedQuest
Products, Inc.

text: WorldHeart

text: WorldHeart

text: WorldHeart

text: WORLD HEART CORPORATION

text: WorldHeart

text: MedQuest

text: WorldHeart

text: MedQuest

text: MedQuest

text: WorldHeart

text: WorldHeart

text: WorldHeart

text: World Heart Corporation

text: MedQuest

text: WorldHeart

text: WORLD HEART CORPORATION

text: World Heart Corporation

text: WORLD HEART CORPORATION


text:
EX-99
2
hamptons8k041806ex991.htm
EX 99.1 PRESS RELEASE
Converted by EDGARwiz
Exhibit 99.1
Hamptons Luxury Homes Inc. Announces Successful Share Exchange
Stock Begins Trading Today as "HLXH" on the OTC Bulletin Board
Bridgehampton, NY -- (MARKET WIRE) -- 04/18/06 - Hamptons Luxury Homes (OTC BB: HLXH), a nationally recognized and award winning luxury homebuilder of custom estate homes, today announced that it has successfully consummated a share exchange with Telemark, Inc. and Telemark's two shareholders. Telemark, Inc., with more than 25 years experience in the homebuilding industry, plans to provide general contracting and project management for construction activities of Hamptons Luxury Homes ("HLXH"), as well as administrative support for all of HLXH's subsidiaries.
We believe "Our extensive expertise, and strategic relationships, will allow us to build ultra-luxury vacation homes in a manner that differentiates us from other home builders. We believe each project requires painstaking attention to detail, and we anticipate our partnering with World renowned architects and designers, which we anticipate will result in a unique ultra-luxury home each time we finish an engagement", stated Roy Dalene, HLXH President and CEO. " We anticipate that far from your ordinary homebuilder, today's share exchange positions us to expand the awareness of the Hamptons Luxury Homes brand on a national scale. We believe the ultra-luxury home market is poised for significant, prolonged growth, is far less dependent on broad economic factors than traditional homebuilders, and is serviced by a highly fragmented group of regional operators. All of these factors leave us excited about the possibilities for the Company and its shareholders", concluded Dalene.
Hamptons Luxury Homes is a regional homebuilder of custom estate homes with operations in Bridgehampton, New York. Founded in 1978, HLXH is a nationally recognized and award winning luxury homebuilder. Awarded "Custom Builder of the Year" by Custom Builder Magazine in 1998, the Company maintains an industry leading reputation for construction of luxury vacation homes from foundation to completion, with values ranging up to $50 million. HLXH utilizes the industry's most innovative methods, and ultra-high quality materials, to create the ultimate in aesthetic appeal. HLXH management has extensive experience in the homebuilding industry and has successfully completed more than 500 projects.
1
Forward Looking Statements
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Company Contact:
Roy Dalene
Title: President/CEO
Hamptons Luxury Homes, Inc.
Phone: 631-537-1600 ext. 115
Email: roy@telemarlinc.com
Investor Relations Contact:
Robert Butler
Sequoia Capital Advisors
212-332-7146
2

text: Hamptons Luxury Homes Inc.

text: Hamptons Luxury Homes

text: Telemark, Inc.

text: Telemark, Inc.

text: Hamptons Luxury Homes

text: Hamptons Luxury Homes

text: Hamptons Luxury Homes

text: Hamptons Luxury Homes


text:
EX-99.1 CHARTER
2
e7908216.txt
ML MEDIA PARTNERS, L.P.
150 E. 52ND STREET, 21ST FLOOR
NEW YORK, NY 10022
212-980-7110
CONTACT: FOR IMMEDIATE RELEASE
Elizabeth McNey Yates November XX, 2005
ML MEDIA PARTNERS COMPLETES SALE OF
PUERTO RICO CABLE OPERATIONS
ML Media Partners, L.P. announced today that it has closed the sale of
Century/ML Cable Venture, a joint venture between ML Media Partners, L.P. and
Adelphia Communications Corporation, to San Juan Cable LLC, a newly-formed
Puerto Rico limited liability company owned by MidOcean Partners, L.P.,
Crestview Partners and other investors.
The joint venture consists of a cable system serving approximately
138,000 customers in the San Juan, Puerto Rico area. This system represents the
last operating asset of ML Media Partners in its portfolio that included cable
television systems, radio stations and network-affiliated television stations.
Elizabeth McNey Yates, Executive Vice President of Media Management
Partners, the General Partner of ML Media Partners, stated "We are pleased to
complete this transaction which is a critical step to the eventual liquidation
of our partnership. Further, we are confident that MidOcean Partners and
Crestview Partners will continue to operate the systems in the collective best
interests of its customers and employees and we wish them well in this
endeavor."
ML Media Partners is a public limited partnership created in 1986 to
invest in a variety of media and communications assets.
Greg Ainsworth of Daniels & Associates, L.P., the Denver-based cable,
telecommunications media & technology mergers & acquisitions specialist,
represented ML Media Partners in the transaction.
# # #

text: ML MEDIA PARTNERS, L.P.

text: ML Media Partners, L.P.

text: Century/ML Cable Venture

text: ML Media Partners, L.P.

text: San Juan Cable LLC