text:
EX-99.3
7
a05-17093_1ex99d3.htm
EX-99.3
Exhibit 99.3
News Announcement
CONTACT:
William J.
Clifford
Joseph N.
Jaffoni
Chief Financial
Officer
Jaffoni &
Collins Incorporated
610/373-2400
212/835-8500 or
penn@jcir.com
FOR
IMMEDIATE RELEASE
PENN NATIONAL GAMING COMPLETES
ACQUISITION OF ARGOSY GAMING
COMPANY
Wyomissing, Pennsylvania,
(October 3, 2005) - Penn National Gaming, Inc. (NASDAQ:PENN)
announced today that it has completed the acquisition of Argosy Gaming Company
(NYSE: AGY). As previously announced, Argosy stockholders are receiving $47.00
per share in cash for each share of common stock. The acquisition is valued at approximately
$2.2 billion, including approximately $791.3 million of long-term debt of
Argosy and its subsidiaries. The
acquisition is expected to be immediately accretive to Penn National's earnings
per share. Separately, Penn National
announced today the closing of a $2.725 billion senior secured credit facility
to fund the acquisition and to provide additional working capital.
Penn National acquired
six Argosy casino entertainment facilities, although the Company has agreed to
divest three of those properties to expedite the receipt of the regulatory
approvals required to complete the merger.
The Company has already entered into a definitive merger agreement to
sell the Argosy Casino-Baton Rouge to Columbia Sussex for $150 million before
working capital adjustments and the Company has until December 31, 2006 to
enter into definitive sale agreements for the Alton and Joliet, Illinois
properties.
Reflecting the planned
divestitures, the combined company generates revenues in excess of $2 billion
and its properties feature over 17,500 slot machines and approximately 575,000
square feet of casino space. With the
completion of the transaction, Penn National has broadened its asset base to
include ten gaming facilities, five pari-mutuel horse racing facilities
(including two with slots soon to be added and a joint venture), six off-track
wagering sites and the Company holds a Canadian casino management contract. Penn National now owns or operates gaming or
pari-mutuel properties in thirteen North American jurisdictions.
Commenting on the closing
of the acquisition, Peter M. Carlino, Chief Executive Officer of Penn National,
said, "With this accretive transaction we further diversify the Company's
sources of revenue and cash flow as we gain entrée into Missouri, Iowa and
Indiana with casinos, and operate an Ohio pari-mutuel facility. Penn National also adds two compelling growth
opportunities to our existing slate of expansion initiatives while further
building the critical mass of our gaming operations and broadening our gaming
management resources.
-more-
"Penn National is very
well positioned to continue generating strong earnings growth over the next
several years based on the integration of the Argosy assets, the commencement
of slot operations at our Maine and Pennsylvania facilitates, further property
development at Charles Town Races and the completion of the Argosy
Casino-Riverside and Argosy Casino-Lawrenceburg expansion projects. Our near-term focus is on a successful
integration of the acquired properties and achieving the anticipated $20
million in corporate cost savings and synergies. Longer-term, after applying the proceeds from
the divestiture of the three Argosy properties to reduce our debt, and with the
expected earnings power of the combined entity and new sources of revenue and
cash flow, we expect to generate significant free cash flow to further reduce
debt, invest in our portfolio of properties and explore other areas to continue
growing Penn National. We expect to
provide revised 2005 guidance when we issue third quarter earnings results
later this month.
"Finally, we welcome the
Argosy operating management and employees to Penn National. As a diversified, industry leading gaming
company, we believe we can offer employees significant opportunities for growth
and career advancement".
Goldman,
Sachs & Co., Bear, Stearns & Co. Inc. and Lehman Brothers
acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom
LLP acted as legal advisor to Penn National Gaming. Morgan Stanley acted as financial advisor and
Davis Polk & Wardwell acted as legal advisor to Argosy Gaming Company.
Sale
of Argosy's Louisiana and Illinois Assets
Penn National also
reported today that following the closing of the Argosy acquisition, Argosy,
Columbia Sussex Corporation and a subsidiary of Columbia Sussex executed the
previously announced securities purchase agreement pursuant to which the
Columbia Sussex subsidiary will purchase the Argosy Casino-Baton Rouge
(Louisiana) casino property from Argosy Gaming Company (now a wholly owned
subsidiary of Penn National) for a purchase price of $150 million in cash,
subject to a post closing working capital adjustment. The sale of the Argosy Casino-Baton Rouge is
not conditioned on the receipt of financing by Columbia Sussex, however, it is
subject to regulatory approvals and other customary closing conditions. The parties are targeting a close of the
transaction in late 2005 subject to regulatory approval.
The Illinois Gaming Board
has determined that Penn National must enter into definitive sale agreements
for Argosy's Alton and Joliet, Illinois properties by December 31, 2006.
2
About
Penn National Gaming
Reflecting the addition
of three Argosy properties (and the anticipated divestitures described above),
Penn National Gaming owns and operates casino and horse racing facilities with
a focus on slot machine entertainment.
The Company presently operates fifteen facilities in thirteen
jurisdictions including Colorado, Illinois, Indiana, Iowa, Louisiana, Maine,
Mississippi, Missouri, New Jersey, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's
facilities feature over 17,500 slot machines, over 400 table games, over 2,000
hotel rooms and approximately 575,000 square feet of gaming floor space. Although the Company's Casino Magic - Bay St.
Louis, in Bay St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi remain closed following extensive damage incurred as a result of
Hurricane Katrina all property statistics in this announcement are inclusive of
these properties.
This press release
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Actual results may vary materially from expectations. Penn describes certain of these risks and
uncertainties in its filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the year ended December 31,
2004. Meaningful factors which could cause actual results to differ from
expectations described in this press release include, but are not limited to,
the opportunity to assess more fully the hurricane damage recently incurred at
two properties and the ability of the Company to recover losses under its
insurance policies for that damage; the passage of state, federal or local
legislation that would expand, restrict, further tax or prevent gaming
operations in the jurisdictions in which we do business; our ability to
successfully integrate the operations of Argosy Gaming Company; the activities
of our competitors; increases in our effective rate of taxation at any of our
properties or at the corporate level; successful completion of capital projects
at our gaming and pari-mutuel facilities; the existence of attractive
acquisition candidates and the costs and risks involved in the pursuit of those
acquisitions; our ability to maintain regulatory approvals for our existing
businesses and to receive regulatory approvals for our new businesses
(including without limitation an operators' license in Pennsylvania); delays in
the process of finalizing gaming regulations and the establishment of related
governmental infrastructure in Pennsylvania and Maine; the maintenance of
agreements with our horsemen and pari-mutuel clerks; our dependence on key
personnel; the impact of terrorism and other international hostilities and the
availability and cost of financing and other factors as discussed in the
Company's filings with the United States Securities and Exchange
Commission. Furthermore, the Company
does not intend to update publicly any forward-looking statements except as
required by law. The cautionary advice
in this paragraph is permitted by the Private Securities Litigation Reform Act
of 1995.
# # #
3

text:
ARGOSY GAMING
COMPANY

text: Penn National Gaming, Inc.

text: Argosy Gaming Company

text: Penn National

text: Penn National

text: Penn National

text: Columbia Sussex

text: Penn National

text: Penn National

text: Peter M. Carlino

text: Penn National

text: Penn National

text: Penn National

text: Penn National

text: Penn National

text:
Goldman,
Sachs & Co.

text: Bear, Stearns & Co. Inc.

text: Lehman Brothers

text: Morgan Stanley

text: Davis Polk & Wardwell

text: Argosy Gaming Company

text: Penn National

text: Columbia Sussex

text: Columbia Sussex

text: Columbia Sussex

text: Argosy Gaming Company

text: Penn National

text: Columbia Sussex

text: Penn National

text: Penn National

text: Argosy Gaming Company


dataset: buster

text:
EX-99.4
16
f8ka3012213_ex99z4.htm
EXHIBIT 99.1 PRESS RELEASE
Exhibit 99.1 Press Release
Wellness Center USA, Inc. Acquisition of CNS-Wellness LLC - Completed
CNS-Wellness is now a Wholly Owned Subsidiary of Wellness Center USA, Inc.
SCHAUMBURG, Ill., Aug 8, 2012 /PRNewswire/ -- Wellness Center USA, Inc. (OTCQB: WCUI), a Schaumburg, IL based healthcare and nutraceutical company, today announced the consummation of its CNS-Wellness LLC (CNS) acquisition. CNS is a Tampa, FL based cognitive neuroscience company specializing in the treatment of brain-based behavioral health disorders without the use of drugs. These disorders range from affective (emotional) and stress-related problems such as; anxiety, depression and bipolar disorder to developmental disabilities and conditions, including autistic spectrum disorders, as well as disregulatory conditions such as; AH/HD and epilepsy.
(Logo:
http://photos.prnewswire.com/prnh/20120621/LA28371LOGO
)
CNS's drug free and non-invasive methods provide demonstrated alternative solutions to pharmaceutical therapies. With over six years of research and actual clinical practice, CNS has optimized a state-of-the-art real-time brain mapping assessment and treatment system. Interventions include stimulation and interactive EEG-based feedback software to retrain the human brain. Wellness Center USA and CNS expect to establish clinical practice facilities nationwide, beginning Q4 2012. From CNS's Tampa headquarters, CNS will train qualified healthcare professionals to populate the new practices, ensuring the highest quality of healthcare possible.
Wellness Center USA Inc. acquired CNS through a Share Exchange Transaction whereby all issued and outstanding shares of CNS were purchased in exchange for 7.3 million Wellness Center USA, Inc. (WCUI) shares. CNS's former principals, Dr. William Lambos and Mr. Peter Hannouche, will serve as CNS's President/Chief Scientific Officer and Chief Executive Officer, respectively, and have joined Wellness Center's Board of Directors.
Going forward, CNS's financial results shall be reported consolidated by Wellness Center USA, Inc., starting with the fiscal quarter ending September 30, 2012. Similarly, Wellness Center's pending acquisition of Psoria-Shield Inc., will also be included in the Company's consolidated financial results upon consummation of the Psoria-Shield Inc. acquisition.
"The acquisition of CNS is the first example of Wellness Center USA's commitment to bringing the best healthcare technologies to the patients who need them on a larger scale than previously possible. CNS breakthrough technology improves learning and behavioral abilities for children with ADHD and Autism, without the burden of drug dependency. We also have great expectations for a positive impact on the cost of treatment for the public and healthcare system, as CNS achieves awareness through national presence. With this valuable acquisition and further execution of our plan, we aim to increase the shareholders' value of the company", says Andrew Kandalepas, CEO of Wellness Center USA.
Dr. William Lambos, Chief Scientific Officer and President of CNS, stated, "With our Wellness Center closing, our vision for CNS playing a major role in the future of behavioral health is coming to be realized. Being on the same team with Wellness Center USA, capital investment needed to make CNS a national cognitive provider is greatly enhanced. CNS's scientifically based and effective alternative therapies, yet safe and natural, have never been more urgently needed by the changing world in this new millennium." Peter A. Hannouche, CEO of CNS, added, "It's becoming well known that I've made it my personal and professional mission to bring CNS treatment approaches to as many people as possible. The completion of our transaction advances this mission a giant step. Our excitement about the future growth of CNS and Wellness Center is hard to overstate".
As part of the evaluation and due diligence process preceding this transaction, CNS was asked to conduct treatment on certain individuals selected by Wellness Center USA, Inc. One adult was treated for acute anxiety disorder, and a child for a developmental learning disability. The exceptional response of these two individuals to CNS treatment validated CNS's prior achievements and continued performance capabilities to date. Although this could not be considered a controlled study, the results nonetheless confirmed the effectiveness of the CNS approach.
Dr. Lambos continued, "About half of our clients come to us for help with adjustment and stress-related issues; another third are children with developmental difficulties, and the rest seek treatment for other disorders we treat, such as; chronic pain, migraine headaches, seizure disorder, rehabilitation from traumatic brain injury, and so forth. The percentage of individuals in the population who can benefit from a CNS treatment methodology is well over 50%. More than 90% of the patients treated at our facility have improved significantly and are living happier more productive lives".
Addressing the business model, depending on the severity of a disorder, treatments range from 6 to 15 weeks, and typically cost $4,000 to $10,000. In most cases, the results are permanent and without use or dependency on drugs. CNS has a scalable operation that allows for growth of profitable treatment centers nationally and globally.
About Wellness Center USA, Inc.
http://wellnesscenterusa.com/
Wellness Center USA Inc.,
is a newly formed business created to address important healthcare and wellness needs; through break-through solutions, centered on the "well-being of the body and mind". Such solutions include advanced nutritional products, alternative and complementary medicine (ACM), and behavioral health services.
Wellness Center USA Inc.'s first business unit (
www.aminofactory.com
) is an online market place for modern nutrition of vitamins and supplements. Its products are amino acid based, sold to the general public and sports minded enthusiasts. Our present portfolios of amino acids sold through aminofactory.com are: Beta Alamine, Acetyl L-Carnitine, Ajinomoto L-Leucine, Ajinomoto L-Glutamine, and Ajinomoto Instantized BCAA.
Wellness Center USA Inc.'s second business is CNS Wellness (
www.cns-wellness.com
), an operating cognitive science clinic business, specializing in the treatment of behavioral health disorders in at least three focus areas: a) stress related disorders including anxiety and panic attacks, depression, and obsessive-compulsive spectrum disorders, b) developmental and learning disorders such as autistic spectrum issues and Asperser's syndrome, AD/HD, learning differences and birth trauma-related issues, and c) purely brain-based issues including epilepsy and seizure disorder, traumatic brain injuries, and related acquired brain syndromes
Safe Harbor Statement:
Certain statements contained in this news release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements regarding the proposed exchange transaction, the anticipated closing date of the transaction and anticipated future results following a closing of the transaction. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe", "expect", "anticipate", "estimate", and "intend" or future or conditional verbs such as "will", "would", "should", "could", or "may." While it is not possible to identify all factors, risks and uncertainties that might relate to, affect or arise from the proposed transaction, and which might cause actual results to differ materially from expected results, such factors, risks and uncertainties include delays in completing the transaction, difficulties in integrating operations following the transaction, difficulties in manufacturing and delivering products, potential market rejection of products or services, increased competitive pressures, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which the parties are engaged, changes in the securities markets and other factors, risks and uncertainties disclosed from time to time in documents that the Company files with the SEC.
CONTACT: Andrew J. Kandalepas, +1-847-925-1885, Fax: +1-847-925-1859, Andrew@wellnesscenterusa.com

label: organization

text: Wellness Center USA, Inc.

text: CNS-Wellness LLC

text: Wellness Center USA, Inc.

text: Wellness Center USA, Inc.

text: CNS-Wellness LLC

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: Wellness Center USA Inc.

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: CNS

label: person

text: William Lambos

text: Peter Hannouche

text: CNS

text: Wellness Center

text: CNS

text: Wellness Center USA, Inc.

text: Wellness Center

text: Psoria-Shield Inc.

text: Psoria-Shield Inc.

text: CNS

text: CNS

text: CNS

text: Andrew Kandalepas

text: William Lambos

text: CNS

text: Wellness Center

text: CNS

text: CNS

text: CNS

text: Peter A. Hannouche

text: CNS

text: CNS

text: CNS

text: Wellness Center

text: CNS

text: Wellness Center USA, Inc.

text: CNS

text: CNS

text: CNS

text: CNS

text: CNS

text: Wellness Center USA, Inc.

text: Wellness Center USA Inc.

text: Wellness Center USA Inc.

text: Wellness Center USA 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
d223097dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Franklin BSP Realty Trust, Inc. and Capstead Mortgage Corporation Announce Completion of Merger
NEW YORK, NY
& DALLAS, TX
- October 19, 2021 - Franklin BSP Realty Trust, Inc. (f/k/a Benefit Street Partners
Realty Trust, Inc.) ("FBRT" or the "Company") and Capstead Mortgage Corporation (NYSE: CMO) ("Capstead") today announced the completion of their previously announced merger pursuant to the terms of the Agreement and
Plan of Merger, dated as of July 25, 2021, as amended by the First Amendment to Agreement and Plan of Merger, dated as of September 22, 2021 (as amended, the "Merger Agreement"), by and among FBRT, Capstead, Rodeo Sub I, LLC, a
wholly-owned subsidiary of FBRT, and FBRT's external manager, Benefit Street Partners L.L.C. ("BSP"). After the close of trading on October 18, 2021, Capstead ceased to be publicly traded on the New York Stock Exchange
("NYSE"). At the open of trading on October 19, 2021, the combined company will trade on the NYSE under the ticker symbol "FBRT".
Highlights of the Merger Completion
.
At the effective time of the merger, each issued and outstanding share of common stock of Capstead
("Capstead Common Stock") was converted into the right to receive (i) from FBRT, 0.3288 newly-issued shares of common stock of FBRT ("FBRT Common Stock"), (ii) from FBRT, cash consideration of $0.21 per share and
(iii) from BSP, cash consideration of $0.73 per share. As an illustrative example, a stockholder holding 10,000 shares of Capstead Common Stock would receive 3,288 shares of FBRT Common Stock from FBRT, $2,100.00 of cash consideration from FBRT
and $7,300.00 of cash consideration from BSP. FBRT will pay cash in lieu of any fractional shares of FBRT Common Stock that would otherwise have been received as a result of the merger.
.
In addition, each outstanding share of Capstead's 7.50% Series E Cumulative Redeemable Preferred Stock
was converted into the right to receive one newly-issued share of FBRT's 7.50% Series E Cumulative Redeemable Preferred Stock (the "FBRT Series E Preferred Stock"). At the open of trading on October 19, 2021, the FBRT Series E
Preferred Stock will trade on the NYSE under the ticker symbol "FBRT PRE".
.
Pursuant to the Merger Agreement, three former Capstead independent directors, Pat Augustine, Michelle Goolsby
and Gary Keiser, were appointed to FBRT's Board of Directors.
.
Common stock repurchase programs totaling $100 million will be available to support the combined
company's common stock trading level beginning approximately four weeks following the closing of the merger.
Richard J. Byrne,
President and Chief Executive Officer of FBRT, said, "We are excited and look forward to the many opportunities that lay ahead as the fourth largest publicly-traded commercial mortgage REIT. Given our scale, focus on middle-market commercial
real estate mortgages and our differentiated investment platform, we are well positioned to deliver attractive returns over the long-term. Leveraging BSP's strong deal sourcing and underwriting capabilities supported by Franklin
Templeton's world class sponsorship, FBRT is poised to be an industry-leading mortgage REIT that we believe will continue to deliver strong growth and superior long-term value for our stockholders".
Registered holders of Capstead Common Stock will have their shares of FBRT Common Stock posted to new
accounts at SS&C Technologies Inc., the transfer agent for FBRT. Beneficial holders of Capstead Common Stock will have their shares of FBRT Common Stock posted to their individual accounts at their broker or financial institution, in accordance
with the policies and procedures of such broker or financial institution.
The Company also announced that the Company's Board of Directors has
authorized a new $65 million share repurchase program. This program will be operative following the conclusion of the $35 million share repurchase program BSP agreed to implement in connection with the merger. The Company's and
BSP's share repurchase programs authorize share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP.
Purchases made under the Company's and BSP's programs may be made through open market, block, and privately negotiated transactions, including Rule
10b5-1
plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company or BSP, as applicable, in its reasonable business
judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The Company share repurchase program does not obligate the Company to
acquire any particular amount of common stock. The Company's and BSP's share repurchase programs will begin no later than four full calendar weeks after the closing date of the merger and remain open for 12 months thereafter or until the
capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company's share repurchase program may be suspended from time to time at the Company's discretion without prior notice.
Forward-Looking Statements
This communication
includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as "will", "should", "expects", "anticipates", "foresees", "forecasts,"
"estimates" or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction, including its financial and operational impact, the share repurchase program and other statements of
management's beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on
the results of operations and financial condition of the combined company or the price of FBRT stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties' control, that could cause
actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the risks and important factors contained and identified in FBRT's filings with the Securities and Exchange Commission
("SEC"), including the proxy statement/prospectus filed with the SEC on September 7, 2021, as supplemented on September 23, 2021, and October 6, 2021, and its Quarterly Reports on Form
10-Q
and Annual Report on Form
10-K,
any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements
included in this communication are made only as of the date hereof. FBRT does not undertake any obligation to update the forward-looking statements to reflect subsequent events or circumstances, except as required by law.
About Franklin BSP Realty Trust
Franklin BSP Realty Trust, Inc. (f/k/a Benefit Street Partners Realty Trust, Inc.) (NYSE: FBRT) is a real estate investment trust that originates, acquires and
manages a diversified portfolio of commercial real estate debt secured by properties located in the United States. As of September 30, 2021, FBRT had over $3 billion of assets. FBRT is externally managed by Benefit Street Partners L.L.C.
For further information, please visit www.fbrtreit.com.
About Benefit Street Partners
Benefit Street Partners L.L.C. ("BSP") is a leading credit-focused alternative asset management firm with over $33 billion in assets under
management as of August 31, 2021. BSP manages assets across a broad range of complementary credit strategies, including private/opportunistic debt, structured credit,
high yield, special situations, and commercial real estate. Based in New York, the BSP platform was
established in 2008. BSP is a wholly owned subsidiary of Franklin Templeton. For further information,
please visit
www.benefitstreetpartners.com
.
About
Franklin Templeton
Franklin Resources, Inc. (NYSE:BEN) is a global investment management organization with subsidiaries operating as Franklin
Templeton and serving clients in over 165 countries. Franklin Templeton's mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment
managers, the company brings extensive capabilities in equity, fixed income, multi-asset solutions and alternatives. With offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has over 70
years of investment experience and over $1.5 trillion in assets under management as of September 30, 2021. For more information, please visit
franklinresources.com
.
Advisors
Credit Suisse Securities (USA) LLC served as
financial advisor and Hunton Andrews Kurth LLP served as legal advisor to Capstead. Houlihan Lokey served as lead financial advisor, and Barclays served as financial advisor, to FBRT. Hogan Lovells US LLP served as legal advisor to FBRT.
Contacts
Investors:
Franklin BSP Realty Trust, Inc.
Lindsey Crabbe
(214)
874-2339
l.crabbe@benefitstreetpartners.com
Amy Theaumont
(617)
433-2543
a.theaumont@benefitstreetpartners.com
Media for Franklin BSP Realty Trust, Inc.:
Pholida Barclay
Franklin Templeton Corporate Communications
(212)
632-3204
pholida.barclay@franklintempleton.com
Prosek Partners:
Kate Dillon
(518)
859-2892
kdillon@prosek.com

text: Franklin BSP Realty Trust, Inc.

text: Capstead Mortgage Corporation

text: Franklin BSP Realty Trust, Inc.

text: Realty Trust, Inc.

text: Capstead Mortgage Corporation

text: Capstead

text: Capstead

label: fund

text: Benefit Street Partners L.L.C.

text: Capstead

text: Capstead

text: Capstead

text: Capstead

text: Capstead

text: Capstead

text: Richard J. Byrne

text: Capstead

text: Capstead

text: Franklin BSP Realty Trust, Inc.

text: Realty Trust, Inc.

text: Benefit Street Partners L.L.C.

text: Benefit Street Partners L.L.C.

text: Credit Suisse Securities

text: Hunton Andrews Kurth LLP

text: Capstead

text: Houlihan Lokey

text: Barclays

text: Hogan Lovells US LLP

text: Franklin BSP Realty Trust, Inc.

text: Franklin BSP Realty Trust, Inc.


text:
EX-99.1
2
tm2014073d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Hillenbrand Completes Sale of Cimcool Business to DuBois Chemicals,
Inc.
BATESVILLE, Ind., March 30, 2020
/PRNewswire/ -- Hillenbrand,
Inc. (NYSE: HI) announced today that its wholly-owned subsidiary Milacron LLC has completed the sale of its Cimcool business to
DuBois Chemicals, Inc. All conditions were met, including the employee consultations required by Dutch law, allowing for the transaction
to be completed in a single closing and resulting in cash proceeds to Hillenbrand of approximately $224 million.
"Finalizing the sale of Cimcool is timely and an important
milestone for Hillenbrand", said Joe Raver, president and CEO of Hillenbrand. "The proceeds from the divestiture meaningfully
strengthen our financial position and provide additional flexibility".
As previously announced, DuBois has also agreed to pay up to
$26 million in contingent purchase price upon a future sale of the combined DuBois and Cimcool businesses, conditioned upon DuBois'
ultimate sponsor receiving elevated levels of return on equity, for an aggregate purchase price not to exceed $250 million should
these conditions be met.
Consistent with its current capital allocation priorities, Hillenbrand
intends to use cash proceeds from the sale primarily for de-leveraging activities.
About Hillenbrand
Hillenbrand (
www.hillenbrand.com
) is a global diversified
industrial company with businesses that serve a wide variety of industries around the world. We pursue profitable growth and robust
cash generation to drive increased value for our shareholders. Hillenbrand's portfolio includes industrial businesses such as
Coperion, Milacron Injection Molding & Extrusion, and Mold-Masters, in addition to Batesville, a recognized leader in the
death care industry in North America. Hillenbrand is publicly traded on the NYSE under "HI".
Forward-Looking Statements
Throughout this release, we make a number of "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. As the words imply, these are statements
about future plans, objectives, beliefs, and expectations that might or might not happen in the future, as contrasted with historical
information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature they
are subject to a wide range of risks. If our assumptions prove inaccurate or unknown risks and uncertainties materialize, actual
results could vary materially from Hillenbrand's (the "Company") expectations and projections.
Words that could indicate that we are making forward-looking
statements include the following:
intend
believe
plan
expect
may
goal
would
become
pursue
estimate
will
forecast
continue
could
target
encourage
promise
improve
progress
potential
should
This is not an exhaustive list, but is intended to give you
an idea of how we try to identify forward-looking statements. The absence of any of these words, however, does not mean that the
statement is not forward-looking.
Here is the key point
:
Forward-looking statements
are not guarantees of future performance, and our actual results could differ materially from those set forth in any forward-looking
statements
. Any number of factors, many of which are beyond our control, could cause our performance to differ significantly
from what is described in the forward-looking statements. These factors include, but are not limited to: the outcome of any legal
proceedings that may be instituted against the Company, or any companies we may acquire; risks that the integration of Milacron
or any other integration, acquisition, or disposition activity disrupts current operations or poses potential difficulties in employee
retention or otherwise affects financial or operating results; the ability to recognize the benefits of the acquisition of Milacron
or any other acquisition or disposition, including potential synergies and cost savings or the failure of the Company or any acquired
company to achieve its plans and objectives generally; global market and economic conditions, including those related to the credit
markets; volatility of our investment portfolio; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental
proceedings related to operations; our reliance upon employees, agents, and business partners to comply with laws in many countries
and jurisdictions; labor disruptions; the impact of the additional indebtedness that the Company has incurred in connection with
the acquisition of Milacron and the ability of the Company to comply with financial or other covenants in its debt agreements or
meet its de-leveraging goals; the dependence of our business units on relationships with several large providers; increased costs
or unavailability of raw materials or certain outsourced services; continued fluctuations in mortality rates and increased cremations;
competition in the industries in which we operate, including from nontraditional sources in the death care industry; our level
of international sales and operations; the impact of contagious diseases such as the recent coronavirus outbreak that could result
in an extended shutdown or reduction of our operations, substantially reduced sales volumes, or supply constraints; cyclical demand
for industrial capital goods; impacts of decreases in demand or changes in technological advances, laws, or regulation on the revenues
that we derive from the plastics industry; certain tax-related matters; and changes to legislation, regulation, treaties or government
policy, including any resulting from the current political environment. For a more in-depth discussion of these and other factors
that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading
"Risk Factors" in Part I, Item 1A of Hillenbrand's Form 10-K for the year ended September 30, 2019, filed with
the Securities and Exchange Commission ("SEC") on November 13, 2019, and in Part II, Item 1A of Hillenbrand's
Form 10-Q for the quarter ended December 31, 2019, filed with the Securities and Exchange Commission on February 5, 2020. We assume
no obligation to update or revise any forward-looking information.
CONTACTS
Investor
Relations for Hillenbrand
Rich Dudley, Director, Investor Relations
Phone: 812-931-5001
Email:
rich.dudley@hillenbrand.com
Corporate
Communications for Hillenbrand
Paul Whitmore, Manager, Corporate Communications
Phone: 812-931-5214
Email:
paul.whitmore@hillenbrand.com

text: Hillenbrand

text:
DuBois Chemicals,
Inc.

text:
Hillenbrand,
Inc.

text: DuBois Chemicals, Inc.

text: Hillenbrand

text: Hillenbrand

text: Joe Raver

text: Hillenbrand

text: DuBois

text: DuBois

text: DuBois

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Hillenbrand

text: Rich Dudley

text: Hillenbrand


text:
EX-99.1
2
rrd95097_9111.htm
PRESS RELEASE DATED OCTOBER 17, 2005
FOR:
PW Eagle, Inc.
1550 Valley River Drive
Eugene, OR 97440
(Nasdaq-NMS: "PWEI")
CONTACT:
Scott Long
Chief Financial Officer, PW Eagle, Inc.
541-343-0200
PW EAGLE ANNOUNCES COMPLETION OF MERGER WITH MAJORITY-OWNED SUBSIDIARY
EUGENE, OR. October 17, 2005 -- PW Eagle, Inc. ("PW Eagle") announced today that it has completed the previously announced merger with its majority-owned subsidiary, USPoly Company ("USPoly"). USPoly was merged with and into a wholly-owned subsidiary of PW Eagle and will be known as USPoly Company, LLC. The former USPoly shareholders other than PW Eagle will receive an aggregate of 351,904 shares of PW Eagle common stock and $3,168,566.25 in cash as a result of the merger.
PW Eagle, Inc. is a leading extruder of PVC pipe products and its wholly owned subsidiary, USPoly Company, LLC, is a leading manufacturer of PE pipe and fittings. Together they operate fourteen manufacturing facilities across the United States. PW Eagle's common stock is traded on the Nasdaq Market under the symbol "PWEI".
####

text: PW Eagle, Inc.

text: Scott Long

text: PW Eagle, Inc.

text: PW EAGLE

text: PW Eagle, Inc.

text: PW Eagle

text: USPoly Company

text: USPoly

text: USPoly

text: PW Eagle

text: USPoly Company

text: USPoly

text: PW Eagle

text: PW Eagle

text: PW Eagle, Inc.

text: USPoly Company

text: PW Eagle


text:
EX-99.1
4
ex-99d1.htm
EX-99.1
Ex 99_1
Exhibit 99.1
Aclaris Therapeutics Closes Acquisition of RHOFADE® (oxymetazoline hydrochloride) cream, 1% from Allergan
WAYNE, Pa., December 3, 2018 (GLOBE NEWSWIRE) -- Aclaris Therapeutics, Inc. (NASDAQ: ACRS), a dermatologist-led biopharmaceutical company focused on identifying, developing, and commercializing innovative therapies to address significant unmet patient needs in aesthetic and medical dermatology and immunology, today announced the closing of its acquisition of the worldwide rights to RHOFADE® (oxymetazoline hydrochloride) cream, 1% and additional intellectual property from Allergan Sales, LLC on November 30, 2018. RHOFADE cream was approved by the U.S. Food and Drug Administration (FDA) in 2017 for the topical treatment of persistent facial erythema (redness) associated with rosacea in adults.
Rosacea is a chronic disease characterized by enduring facial redness and/or skin thickening. Other signs of rosacea include facial flushing, visible blood vessels (telangiectasia), blemishes resembling acne (papules and pustules), and eye irritation. Burning or stinging, swelling (edema), and dry appearance may accompany these signs. Persistent facial redness is the single most common sign of rosacea in most skin types and, according to a survey of 1,289 patients with rosacea conducted by the National Rosacea Society, affects 71% of patients with rosacea. Consensus recommendations for the management of rosacea include tailoring therapy to address clinical features.
"
An estimated 16 million American adults have rosacea, yet only a small fraction of that number seeks professional care. Further, medications approved for the treatment of the papules and pustules of rosacea have little to no effect on persistent facial redness. We are excited about launching RHOFADE cream with our own team and increasing awareness about this treatment option for persistent facial redness associated with rosacea in adults", noted Dr. Neal Walker, President and Chief Executive Officer of Aclaris Therapeutics.
In the two pivotal Phase 3 clinical trials conducted by Allergan, once-daily application of RHOFADE cream reduced persistent facial redness associated with rosacea in adults through 12 hours on day 29. The most common adverse reactions for RHOFADE cream were application site dermatitis, worsening inflammatory lesions of rosacea, application site pruritus, application site erythema, and application site pain.
Patients who experience persistent facial redness should talk to their dermatologist about their condition. RHOFADE cream is currently available with a prescription. For more information, please see RHOFADE cream full Prescribing Information at www.aclaristx.com/uploads/ACRS-Rhofade-PI.pdf.
INDICATION
RHOFADE cream 1% is indicated for the topical treatment of persistent facial erythema associated with rosacea in adults.
IMPORTANT SAFETY INFORMATION AND WARNINGS
WARNINGS AND PRECAUTIONS
Potential Impacts on Cardiovascular Disease
Alpha-adrenergic agonists may impact blood pressure. RHOFADE cream should be used with caution in patients with severe or unstable or uncontrolled cardiovascular disease, orthostatic hypotension, and uncontrolled hypertension or hypotension. Advise patients with cardiovascular disease, orthostatic hypotension, and/or uncontrolled hypertension/hypotension to seek immediate medical care if their condition worsens.
Potentiation of Vascular Insufficiency
RHOFADE cream should be used with caution in patients with cerebral or coronary insufficiency, Raynaud's phenomenon, thromboangiitis obliterans, scleroderma, or Sjögren's syndrome. Advise patients to seek immediate medical care if signs and symptoms of potentiation of vascular insufficiency develop.
Risk of Angle Closure Glaucoma
RHOFADE cream may increase the risk of angle closure glaucoma in patients with narrow-angle glaucoma. Advise patients to seek immediate medical care if signs and symptoms of acute angle closure glaucoma develop.
CONTRAINDICATIONS
There are no contraindications for RHOFADE cream.
ADVERSE REACTIONS
The most common adverse reactions ≥1% for RHOFADE cream were: application-site dermatitis 2%, worsening inflammatory lesions of rosacea 1%, application-site pruritus 1%, application-site erythema 1%, and application-site pain 1%.
For topical use only. Not for oral, ophthalmic, or intravaginal use.
Please see RHOFADE cream full Prescribing Information at www.aclaristx.com/uploads/ACRS-Rhofade-PI.pdf.
About Aclaris Therapeutics, Inc.
Aclaris Therapeutics, Inc. is a dermatologist-led biopharmaceutical company focused on identifying, developing, and commercializing innovative therapies to address significant unmet needs in dermatology, both aesthetic and medical, and immunology. Aclaris' focus on market segments with no FDA-approved medications or where treatment gaps exist has resulted in the first FDA-approved treatment for raised seborrheic keratoses and several clinical programs to develop medications for the potential treatment of common warts, alopecia areata, and vitiligo. For additional information, please visit www.aclaristx.com and follow Aclaris on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "believe", "expect", "may", "plan", "potential", "will", and similar expressions, and are based on Aclaris' current beliefs and expectations. These forward-looking statements include expectations regarding Aclaris' commercialization of RHOFADE cream and the ability to treat persistent facial redness due to rosacea in adults with RHOFADE cream. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties related to whether Aclaris will be able to commercialize RHOFADE cream successfully and other risks and uncertainties that are described in the Risk Factors section of Aclaris' Annual Report on Form 10-K for the year ended December 31, 2017, Aclaris' Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and other filings Aclaris makes with the U.S. Securities and Exchange Commission from time to time. These documents are available under the "SEC filings" section of the Investors page of Aclaris' website at http://www.aclaristx.com. Any forward-looking statements speak only as of the date of this press release and are based on information available to Aclaris as of the date of this release, and Aclaris assumes no obligation
to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
Aclaris Contacts
Investor Contact
Michael Tung, M.D.
Senior Vice President, Corporate Strategy/Investor Relations
484-329-2140
mtung@aclaristx.com
Media Contact
Sheila Kennedy
Vice President, Corporate Communications
484-321-5559
media@aclaristx.com

text: Aclaris Therapeutics

text: RHOFADE

text: Aclaris Therapeutics, Inc.

text: RHOFADE

text: Allergan Sales, LLC

text: RHOFADE

text: RHOFADE

text: Neal Walker

text: Aclaris Therapeutics

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: Aclaris Therapeutics, Inc.

text: Aclaris Therapeutics, Inc.

text: RHOFADE

text: RHOFADE

text: RHOFADE

text: Sheila Kennedy


text:
EX-99
5
ex99-1.htm
EXHIBIT 99-1
EXHIBIT 99.1
FROM:
SIEBERT FINANCIAL CORP.
885 Third Avenue Suite 3100
New York, NY 10022
SIEBERT FINANCIAL CORP. ANNOUNCES
TRANSFER OF ITS OWNERSHIP INTEREST
IN SIEBERT BRANDFORD SHANK & CO. TO FIRM'S MAJORITY OWNERS
NEW YORK - November 9, 2015 -- Siebert Financial Corp.
(NASDAQ: SIEB) today announced its subsidiary, Muriel Siebert & Co., Inc. has sold its ownership interest held in its affiliate,
Siebert Brandford Shank & Co., L.L.C. (SBSCO), to the firm's majority owners. SBSCO is the nation's #1 ranked MBE
municipal finance firm and a Top 5 ranked MBE corporate underwriting firm.
The firm was founded in 1996 by the late Muriel Siebert, the
first woman to own a seat on the New York Stock Exchange, together with its current CEO Suzanne Shank and its retiring chairman
Napoleon Brandford III.
"The transfer of Siebert Financial Corp.'s ownership
interest to SBSCO reflects the vision of Muriel Siebert almost 20 years ago", said Jane H. Macon, Chairwoman of the Board
of Directors of Siebert Financial Corp. "We are very pleased that SBSCO will continue under the strong leadership of Suzanne
Shank and has realigned its ownership structure to include a number of new members who are committed to its future. We wish SBSCO
well as it continues to build upon an important part of Mickie Siebert's legacy".
####
About Siebert Financial Corp.
Siebert Financial Corp. is a holding company which conducts
all of its brokerage operations through Muriel Siebert & Co., Inc. The firm became a member of the New York Stock Exchange
in 1967, when Ms. Siebert became the first woman to own a seat on the Exchange. Siebert Financial is based in New York City with
additional retail branches in Boca Raton, FL and Beverly Hills, CA. www.siebertnet.com
Siebert does not provide investment, tax or legal advice.
Statements in this press release concerning the Company's business outlook or future economic performance, anticipated profitability,
revenues, expenses or other financial items, together with other statements that are not historical facts, are "forward-looking
statements" as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties
and other factors include, changes in general economic and market
conditions, fluctuations in volume and prices of securities,
changes and prospects for changes in interest rates and demand for brokerage and investment banking services, increases in competition
within and without the discount brokerage business through broader service offerings or otherwise, competition from electronic
discount brokerage firms offering greater discounts on commissions than Siebert, prevalence of a flat fee environment, decline
in participation in equity or municipal finance underwriting, decreased ticket volume in the discount brokerage division, limited
trading opportunities, increases in expenses, changes in net capital or other regulatory requirements. As a result of these and
other factors, Siebert may experience material fluctuations in its operating results on a quarterly or annual basis, which could
materially and adversely affect its business, financial condition, operating results, and stock price, as well as other risks detailed
in the Company's filings with the Securities and Exchange Commission. Although the Company believes that the expectations
reflected in "forward-looking statements" are reasonable, it cannot guarantee future results, levels of activity, performance
or achievements. Accordingly, investors are cautioned not to place undue reliance on any such "forward-looking statements,"
and the Company disclaims any obligation to update the information contained herein or to publicly announce the result of any revisions
to such "forward-looking statements" to reflect future events or developments. An investment in Siebert involves various
risks, including those mentioned above and those, which are detailed from time to time in Siebert's Securities and Exchange
Commission filings. Copies of the company's SEC filings may be obtained by contacting the company or the SEC.
For more information, please contact:
Rubenstein Associates-Public Relations
Laura Hynes-Keller: W: 212-843-8095 M: 646-797-6992

text: SIEBERT FINANCIAL CORP.

text: SIEBERT FINANCIAL CORP.

text: FIRM'S MAJORITY OWNERS

text: Siebert Financial Corp.

text: Muriel Siebert & Co., Inc.

text: firm's majority owners

text: Siebert Financial Corp.

text: Siebert Financial Corp.

text: Siebert Financial Corp.

text: Siebert Financial Corp.

text: Muriel Siebert & Co., Inc.


text:
EX-99.1
2
ex99x1.htm
EXHIBIT 99.1
Exhibit 99.1
Riot Blockchain to Acquire Majority Interest in TESS, a Blockchain Development Company
Strategic Investment Provides Riot Blockchain with Added Blockchain Development Expertise and Reflects Second Investment in Blockchain Portfolio
CASTLE ROCK, Colo., Oct. 17, 2017 - Riot Blockchain Inc. (Nasdaq: BIOP) (the "Company") today announced it has entered into a definitive purchase agreement to acquire a 52% ownership interest in Tess Inc. ("TESS"). TESS, based in Toronto, Ontario, has a team of seven engaged in developing a blockchain-based payment service for wholesale telecom carriers. The purchase reflects Riot Blockchain's efforts to own or control companies who are contributing to the development of the blockchain ecosystem. The transaction is anticipated to close on or before October 19, 2017.
"Riot Blockchain is committed to building and supporting the blockchain ecosystem", said Michael Beeghley, CEO of Riot Blockchain. "The telecom payment platform of TESS is a prime example of how blockchain-based technologies can be leveraged to disrupt established industries. I believe that Riot Blockchain is poised to take advantage of this revolution in digital transactions as we see increasing adoption of blockchain protocols in our everyday lives".
TESS is a technology company whose current business is focused on developing a guaranteed payment system using a blockchain-based escrow service for wholesale telecom carriers. Immutable blockchain terms and protocols guarantee payment and provide an alternative to the traditionally written legal agreements where it is difficult to assess financial risk profiles. The TESS platform will provide a flexible and transparent ledger that is recorded securely on a blockchain.
Jeff Mason, CEO of TESS, stated, "Our affiliation with Riot Blockchain will give us better access to the capital markets in the United States, as well as the availability of additional senior management resources, all in aid of our ambitious business plans around blockchain".
Blockchain protocols offer a secure way to store and relay information without the need for middlemen. It uses a decentralized and encrypted ledger that offers a secure, efficient, verifiable, and permanent way of storing records and other information. Blockchain protocols are the backbone of numerous digital cryptocurrencies including Bitcoin, Ethereum and Litecoin. They have a wide range of potential applications including use in processing transactions, managing medical records, recording votes and proof of ownership across a far-reaching spectrum of applications.
About Riot Blockchain
Riot Blockchain Inc. (formerly Bioptix, Inc.) leverages its expertise and network to build and support blockchain technology companies. It is establishing an Advisory Board with technical experience intending to become a leading authority and supporter of blockchain, while providing investment exposure to the rapidly growing blockchain ecosystem. For more information, visit
http://www.riotblockchain.com/
.
The company continues to maintain its existing Bioptix business segments and its royalty license stemming from its Exclusive License Agreement with Ceva Santé Animale S.A. ("Licensee"), providing an exclusive worldwide royalty-bearing license, until December 31, 2028, to develop, seek regulatory approval for and offer to sell, market, distribute, import and export luteinizing hormone ("LH") and/or follicle-stimulating hormone ("FSH") products for cattle, equine and swine for the assistance and facilitation of reproduction.
About TESS
TESS is a blockchain company developing a payments ecosystem for component and sub-component supply chain settlements (payments). A dramatic transition will occur from the present state wherein payments down a supply chain are essentially manual (triggered by a manger or trusted party) to a blockchain protocol that mandates simultaneous payment of all component and sub-component suppliers when the primary party makes a payment into the chain. Using TESS Smart Contracts a payment from the primary party in the chain will be automatically apportioned to all other eligible parties in the chain concomitant with payment by the primary party. The creditworthy financial condition of the primary party will facilitate lender involvement in the supply chain under the security afforded by the TESS Smart Contract. The first TESS smart contracts payment system will be tailored to the needs of the international telecommunications industry in respect of cross border telephone calls. For more information, visit
http://tesspay.io/
.
Safe Harbor
The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates", "plans", "expects", "intends", "will", "potential", "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled "Risk Factors", copies of which may be obtained from the SEC's website at www.sec.gov. The parties do not undertake any obligation to update forward-looking statements contained in this press release.
Media Contacts
Karen Chase or Travis Kruse
Russo Partners, LLC
(646) 942-5627
(212) 845-4272
karen.chase@russopartnersllc.com
travis.kruse@russopartnersllc.com

text: Riot Blockchain

text: TESS

text: Riot Blockchain

text: Riot Blockchain Inc.

text: Tess Inc.

text: TESS

text: TESS

text: Riot Blockchain

text: Riot Blockchain

text: Michael Beeghley

text: Riot Blockchain

text: TESS

text: Riot Blockchain

text: TESS

text: TESS

text: Jeff Mason

text: TESS

text: Riot Blockchain

text: Riot Blockchain

text: Riot Blockchain Inc.

text: TESS

text: TESS

text: TESS

text: TESS

text: TESS


text:
EX-99.2
6
ex992to8k06113_02132009.htm
ex992to8k06113_02132009.htm
Exhibit 99.2
Wilhelmina
Announces New Ticker Symbol - WHLM
DALLAS,
Feb. 18 /PRNewswire-FirstCall/ -- Wilhelmina International, Inc. (OTC Bulletin
Board: NCEH - News) announced today that the ticker symbol for its common stock
will change from "NCEH" to "WHLM" effective at the start of trading tomorrow,
February 19, 2009. The ticker change follows the closing of the
acquisition of Wilhelmina International, Ltd. and its affiliated companies last
week.
Cautionary Note Regarding
Forward-Looking Statements
: Information in this press release that
involves the expectations, plans, intentions or strategies of Wilhelmina
International, Inc. ("Wilhelmina") regarding the future are forward-looking
statements that are not facts and involve a number of risks and
uncertainties. In this release, they are identified by references to
dates after the date of this release and words such as "will", "remains", "to
be", "plans", "believes", "may", "expects", "intends", and similar expressions.
Factors that could cause Wilhelmina's actual future results to differ materially
from those expressed in the forward-looking statements set forth in this release
include, but are not limited to, Wilhelmina's success in integrating the
operations of Wilhelmina International, Ltd. and its affiliated companies (the
"Acquired Companies") in a timely manner, or at all, and Wilhelmina's ability to
realize the anticipated benefits of the acquisition of the Acquired Companies to
the extent, or in the timeframe, anticipated. Other such factors include any
additional risk factors identified in Wilhelmina's definitive proxy statement
filed with the Securities and Exchange Commission on December 22,
2008. The forward-looking statements in this release are based upon
information available to Wilhelmina as of the date of this release, and
Wilhelmina assumes no obligation to update any such forward-looking
statements. Forward-looking statements believed to be true when made
may ultimately prove to be incorrect. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and may cause actual results
to differ materially from our current expectations.

text: Wilhelmina International, Ltd.

text: Wilhelmina International, Ltd.


text:
EX-99.2
13
d220798dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Enjoy Technology Completes Business Combination with Marquee Raine Acquisition Corp. to Become a Publicly Traded Company Reinventing
"Commerce at Home"
Enjoy Common Stock to Begin Trading on Nasdaq Stock Exchange Under the Ticker Symbol "ENJY"
on October 18, 2021
Enjoy Has Raised More Than $250 Million Gross to Support Accelerating Growth, Launch of Transformational
Smart Last Mile
TM
Solution and Expansion to Approximately 100 North American Markets
Enjoy to Ring the Nasdaq Opening Bell on October 18, 2021
Palo Alto, CA - October
15, 2021
-
Enjoy Technology, Inc
. ("Enjoy" or the "Company"), a
technology-powered service platform reinventing "Commerce at Home", today announced the completion of its business combination with Marquee Raine Acquisition Corp. ("Marquee Raine") (NASDAQ: MRAC), a
TMT-focused
special purpose acquisition company, to become a publicly traded company. The combined company will operate as Enjoy Technology, Inc. and its common stock and warrants will begin trading on the Nasdaq
stock exchange ("Nasdaq") under the ticker symbols "ENJY" and "ENJYW", respectively, on October 18, 2021.
The business
combination was approved at a special meeting of Marquee Raine shareholders held on October 13, 2021. Enjoy raised more than $250 million gross in growth capital over the course of the transaction.
"Today marks a significant milestone for Enjoy", said Ron Johnson, CEO and Founder of Enjoy. "At Enjoy, we are pioneering the next disruptive
channel in retail as we reinvent "Commerce at Home". We are launching our Smart Last Mile
TM
solution to reimagine the last mile for our partners by providing fast, convenient and
personalized experiences for customers. As a public company, we believe Enjoy is poised to scale our business, add new services and meet our partners' requests to accelerate our expansion into new markets. We are excited to embark on this new
chapter with Marquee Raine and all of our investors as we meet the expected increasing demand for Enjoy".
"We believe Enjoy is at the forefront
of the transformation underway in retail, driven by an unmatched level of customer satisfaction and its proprietary mobile technology platform", said Tom Ricketts,
Co-Chairman
of Marquee Raine, Executive
Chairman of the Chicago Cubs and a member of Enjoy's Board of Directors. "With its innovative platform and strong partnerships with the world's leading consumer companies, we believe Enjoy is positioned for long-term growth and
success. We look forward to working with Ron and the entire Enjoy team through its next chapter as a public company".
"We are thrilled to
complete our combination with Enjoy", said Brett Varsov,
Co-CEO
of Marquee Raine, Partner at The Raine Group and a member of Enjoy's Board of Directors. "As Enjoy enters the public markets, the
Company has a strong market position, is expanding its relationships with key partners and is making the right investments to capitalize on its first-mover advantage to achieve long-term growth and success".
CEO and Founder Ron Johnson will continue to lead the combined company, along with Enjoy's management team, through Enjoy's next phase of growth,
innovation and expansion with its key partners.
As the retail market accelerates its shift toward "Commerce at Home", Enjoy continues to see
increasing demand for its personalized, convenient retail experiences and services. This quarter, Enjoy is launching its complete Smart Last Mile
TM
solution in North America, a transformational
service expansion that positions Enjoy to access significantly more inventory and address a larger share of its partners' customer demand in time for the 2021 holiday season. In response to requests from its partners, Enjoy plans to expand to
serve a total of approximately 100 markets in North America and expand its global population coverage to about 235 million addressable customers.
Enjoy will be ringing the Nasdaq opening bell at 9:30 a.m. ET on October 18, 2021. The opening bell ceremony will be broadcast live on
Nasdaq
'
s website
.
Advisors
The Raine Group ("Raine") acted as lead financial advisor to Marquee Raine. Houlihan Lokey acted as financial advisor to Marquee Raine. Credit Suisse
Securities (USA) LLC ("Credit Suisse") acted as lead capital markets advisor and financial advisor to Enjoy. Goldman Sachs & Co. LLC ("Goldman Sachs") also acted as financial advisor to Enjoy. Baird, Stifel
Nicolaus & Company, Telsey Advisory Group, LLC and Loop Capital Markets acted as capital markets advisors to Enjoy. Weil, Gotshal & Manges LLP acted as legal advisor to Marquee Raine and Cooley LLP acted as legal advisor to Enjoy.
Raine, Credit Suisse and Goldman Sachs acted as placement agents on the private placement.
About Enjoy Technology
Enjoy Technology is a
technology-powered platform reinventing "Commerce at Home" to bring the best of the store directly to the customer. Enjoy has formed multi-year commercial relationships with some of the world's leading consumer brands to bring the
products, services and subscriptions their customers love through the door directly in the comfort and convenience of their homes.
Co-founded
by Apple retail strategist, Ron Johnson, Enjoy has pioneered a new
retail experience that we believe can do everything a traditional retail experience offers, but better, through its Mobile Stores. Enjoy currently operates in the United States, Canada and the United Kingdom. Headquartered in Palo Alto, CA, Enjoy is
leading the reinvention of "Commerce at Home." To learn more about Enjoy, please visit:
www.enjoy.com/
.
About Marquee Raine
Acquisition Corp.
Marquee Raine Acquisition Corp. is a blank check company whose business purpose is to effect a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While the company may pursue an acquisition opportunity in any business industry or sector, it intends to focus on high growth
sectors of TMT including, but not limited to, opportunities in interactive entertainment and games, real money gaming, digital media, sports and sports-enabled assets, health and wellness,
out-of-home
and live entertainment, audio content and podcasting, technology, or other opportunities in adjacent sectors.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this release, including statements regarding Enjoy's future operating results and financial
position, business strategy and plans, objectives of management for future operations are forward-looking statements. These statements are based on Enjoy's current expectations, assumptions, estimates and projections. These statements
involve known and unknown risks, uncertainties and other important factors that may cause Enjoy's actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management's current expectations and assumptions regarding the Enjoy's business, the economy and other
future conditions.
In some cases, you can identify forward-looking statements by terms such as "believe", "project,"
"expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would,"
"will be", "will continue", "will likely result" or the negative of these terms or other similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without
limitation, those factors described in the Company's filings with the Securities and Exchange Commission.
Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are
made. New risks and uncertainties arise over time, and it is not possible for Enjoy's to predict those events or how they may affect Enjoy. If a change to the events and circumstances reflected in Enjoy's forward-looking statements occurs,
Enjoy's business, financial condition and operating results may vary materially from those expressed in Enjoy's forward-looking statements. If a change to the events and circumstances reflected in Enjoy's forward-looking statements
occurs, Enjoy's business, financial condition and operating results may vary materially from those expressed in Enjoy's forward-looking statements. Except as required by applicable law, Enjoy does not plan to publicly update or revise any
forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
Contacts:
For Enjoy Technology:
Media
Abernathy MacGregor
Tom Johnson and Dan Scorpio
tbj@abmac.com
/
dps@abmac.com
917-747-6990
/
646-899-8118
Investors
Abernathy MacGregor
Sheila Ennis and Sarah Knakmuhs
sbe@abmac.com
/
sfk@abmac.com
510-604-8027
/
202-913-4802
For Marquee Raine Acquisition Corp.:
Culloton + Bauer Luce and ASC Advisors
Dennis Culloton and
Taylor Ingraham
dc@cullotonbauerluce.com
/
tingraham@ascadvisors.com
312-228-4780
/
203-992-1230

text: Enjoy Technology

text: Marquee Raine Acquisition Corp.

text:
Enjoy Technology, Inc
.

text: Marquee Raine Acquisition Corp.

text: Enjoy Technology

text: Ron Johnson

text: The Raine Group

text: Ron Johnson

text: The Raine Group

text: Raine

text: Houlihan Lokey

text:
Credit Suisse
Securities (USA) LLC

text: Credit Suisse

text: Goldman Sachs & Co. LLC

text: Goldman Sachs

text: Loop Capital Markets

override: organization

text: Weil, Gotshal & Manges LLP

text: Cooley LLP

text: Raine

text: Credit Suisse

text: Goldman Sachs

text: Enjoy Technology

text: Enjoy Technology

text: Ron Johnson

text:
Marquee Raine
Acquisition Corp.

text: Marquee Raine Acquisition Corp.

text: Enjoy Technology

text: Marquee Raine Acquisition Corp.


text:
EX-99.1
4
s001646x18_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Keysight Technologies Announces Closing of Acquisition of Ixia
SANTA ROSA and CALABASAS, Calif., April 18, 2017 - Keysight Technologies, Inc. (NYSE: KEYS) and Ixia (Nasdaq: XXIA) today announced that Keysight has completed its acquisition of Ixia.
"We are pleased to have quickly brought the Ixia acquisition to completion and excited to add Ixia's deep bench of talent to the Keysight team. This complementary combination accelerates several of our strategies for growth, including expanding our software solutions and software engineering capability. We have also broadened our reach within the communications development lifecycle, and will build and grow Ixia's established strong position in the fast-growing visibility and security markets", said Ron Nersesian, Keysight president and CEO.
"Keysight's leadership now encompasses a unique range of end-to-end solutions for the development of next-generation technologies and optimizing and securing networks", Nersesian added.
Ixia serves the top 15 network equipment manufacturers, 47 of the top 50 carriers, and 77 of the Fortune 100. Ixia also brings to Keysight over 400 patents issued and pending and a team of over 1,800 dedicated professionals.
The aggregate transaction consideration totaled approximately $1.6 billion, including transaction and financing fees and expenses and net of cash on hand at Ixia at the closing, with Ixia shareholders receiving $19.65 per share in cash. Keysight funded the transaction with a combination of cash on hand as well as proceeds from public offerings of stock and notes and additional debt financings. Ixia will no longer be traded on the Nasdaq Global Select Market and its financial results will be reported under Keysight's newly formed "Ixia Solutions Group".
About Keysight Technologies
Keysight Technologies (NYSE: KEYS) helps customers bring breakthrough electronic products and systems to market faster and at a lower cost. Keysight's solutions go where the electronic signal goes, from design simulation, to prototype validation, to manufacturing test, to optimization in the network. Customers span the worldwide communications ecosystem, internet infrastructure, aerospace & defense, automotive, semiconductor and general electronics end markets. More information is available at
www.keysight.com.
About Ixia
Ixia (Nasdaq: XXIA) provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufactures. Ixia offers companies trusted environments in which to develop, deploy, and operate. Customers worldwide rely on Ixia to verify their designs, optimize their performance, and ensure protection of their networks to make their applications stronger. Learn more at
www.ixiacom.com
.
Forward Looking Statements
This news release contains forward-looking statements as described in the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. These statements involve a number of known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements regarding future events and the future results of the companies are based on current expectations, estimates, forecasts, and projections about the industries in which Keysight and Ixia operate and the beliefs and assumptions of their respective management. The forward-looking statements contained herein include, but are not limited to, information regarding the expected benefits and costs of the acquisition of Ixia; management plans relating to the acquisition of Ixia; Keysight's future revenues, earnings and profitability; the future demand for the companies' products and services; the plans, strategies and objectives of management for future operations; product development, product extensions, product integration, complementary product offerings and growth opportunities in certain business areas; and customer expectations. These forward-looking statements involve risks and uncertainties that could cause results to differ materially from management's current expectations. Such risks and uncertainties include, but are not limited to, the risks and uncertainties incidental to the technology industry, including price and product competition; dependence on new product development, technological advances and innovation; changes in customer demand for Keysight's or Ixia's products and services caused by demographic changes or other factors; and the possibility that the anticipated synergies and other benefits from the Ixia acquisition will not be realized, or will not be realized within the expected time periods.
In addition, other risks that Keysight faces include those discussed under the heading "Risk Factors" in Keysight's Annual Report on Form 10-K for its fiscal year ended Oct. 31, 2016, Keysight's Quarterly Report on Form 10-Q for the period ended Jan. 31, 2017. Other risks that Ixia faces include those discussed under the heading "Risk Factors" in Ixia's Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2016. Keysight and Ixia undertake no responsibility to publicly update or revise any forward-looking statements for any reason.
# # #
Additional information about Keysight Technologies is available in the newsroom at
www.keysight.com/go/news
and on
Facebook
,
Google+
,
LinkedIn
,
Twitter
and
YouTube
.
KEYSIGHT EDITORIAL CONTACT
:
Jeff Weber
+1 707 577 2845
jeff_weber@keysight.com
KEYSIGHT INVESTOR CONTACT
:
Jason Kary
+1 707 577 6916
jason.kary@keysight.com

text: Keysight Technologies

text: Ixia

text: Keysight Technologies

text: Ixia

text: Keysight

text: Ixia

text: Ixia

text: Ixia

text: Keysight

text: Ixia

text: Keysight

text: Keysight

text: Ixia

text: Ixia

text: Keysight

text: Ixia

text: Ixia

text: Keysight

text: Ixia

text: Keysight

text: Ixia

text: Keysight Technologies

text: Keysight Technologies

text: Keysight

text: Ixia

text: Ixia

text: Ixia

text: Ixia

text: Keysight

text: Ixia

text: Ixia

text: Ixia

text: Keysight

text: Keysight

text: Ixia

text: Ixia

text: Keysight

text: Keysight

text: Keysight

text: Ixia

text: Ixia

text: Keysight

text: Ixia

text: Keysight Technologies

text: KEYSIGHT

text: KEYSIGHT


text:
EX-99.0
2
ex99_0.htm
EXHIBIT 99.0
ex99_0.htm
Exhibit
99.0
Press
Release
Source:
PlanetLink Communications, Inc.
PlanetLink
Completes Acquisition of DnC Multimedia
Tuesday,
November 27, 9:15 am
ET
CUMMING,
GA--(MARKET WIRE)--Nov 27, 2007 -- PlanetLink Communications Inc. (OTC
BB:
PLKC.OB
-
News
), announced that its subsidiary, Planettraks,
Inc., has completed the acquisition of DnC Multimedia, Inc. As part of the
deal,
Chris Piercy, Robert Lott, Robert Lau, and Hanseo Park will join the PlanetLink
Board of Directors. Also, Robert Lau has been appointed CFO of PlanetLink
effective immediately. PlanetLink intends to change its name to "DnC Multimedia,
Inc." in the near future.
Robert
Lott, CEO of PlanetLink, commented, "I am very excited about the integration
of
DnC and Pluginz. We have always believed there is a strong synergy between
the
two companies, and now we finally have the opportunity to make a reality out
of
that vision. I am also looking forward to working with Robert Lau, as his many
years of securities industry experience will be tremendously valuable to the
Company."
To
receive future news releases from PlanetLink Communications, Inc. please email
your name, address, contact information and email address to
investor@planetlinkcorp.com
The
information contained in this press release includes forward-looking statements.
Forward-looking statements usually contain the words "estimate", "anticipate,"
"believe", "expect", or similar expressions that involve risks and
uncertainties. These risks and uncertainties include the Company's status as
a
startup company with uncertain profitability, need for significant capital,
uncertainty concerning market acceptance of its products, competition, limited
service and manufacturing facilities, dependence on technological developments
and protection of its intellectual property. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences are discussed more fully in the "Risk Factors,"
"Management's Discussion and Analysis" or "Plan of Operation" and other sections
of the Company's Form 10-KSB and other publicly available information regarding
the Company on file with the Securities and Exchange Commission. The Company
will provide you with copies of this information upon request.
Contact:
Source:
PlanetLink Communications, Inc.

text: PlanetLink

text: DnC Multimedia

text: PlanetLink Communications Inc.

text:
Planettraks,
Inc.

text: DnC Multimedia, Inc

text: Robert Lott

text: PlanetLink

text: PlanetLink

text: PlanetLink

text:
DnC Multimedia,
Inc

text:
Robert
Lott

text: PlanetLink


text:
EX-99.1
2
pressreleasejuly62007.htm
DOLLAR GENERAL CORPORATION PRESS RELEASE ISSUED JULY 6, 2007
Dollar General Corporation press release issued July 6, 2007
Investor
Contact:
Media
Contact:
Emma
Jo
Kauffman
Tawn Earnest
(615)
855-5525
(615)
855-5209
KKR
COMPLETES ACQUISITION OF DOLLAR GENERAL CORPORATION
GOODLETTSVILLE,
Tenn., July 6, 2007 - Dollar General Corporation ("Dollar General") today
announced the completion of its merger with affiliates of Kohlberg Kravis &
Roberts & Co. L.P., GS
Capital Partners, an affiliate of Goldman Sachs,
Citi
Private Equity, and other equity co-investors (collectively, the "Investors").
The total enterprise value of the transaction is approximately $7.3 billion.
The
transaction was approved by Dollar General's shareholders at a special meeting
on June 21, 2007.
Pursuant
to the terms of the merger agreement entered into on March 11, 2007, Dollar
General's shareholders will receive $22.00 in cash for each share of Dollar
General's common stock that they hold.
Dollar
General's common stock will cease to trade on the New York Stock Exchange
("NYSE") prior to the opening of trading on July 9, 2007. Under private
ownership, Dollar General's common stock will no longer be listed on the NYSE.
Pursuant
to the merger agreement, the transfer books were closed as of the effective
time
of the merger. Shareholders of Dollar General who have stock certificates in
their possession will receive instructions by mail from Registrar and Transfer
Company, the paying agent, concerning how and where to forward their
certificates for payment.
Dollar
General also announced the successful completion by Buck Acquisition Corp.,
a
Tennessee corporation ("Buck"), which is indirectly controlled by investment
funds affiliated with the Investors, of Buck's tender offer and consent
solicitation (the "Tender Offer") for Dollar General's $200 million
outstanding principal amount of 8 5/8% notes due June 15, 2010 (the
"Notes"). Pursuant to the merger agreement, Buck was merged with and into
Dollar General, with Dollar General continuing as the surviving corporation.
The
Tender Offer expired at 5:00 p.m., New York City time, on July 5, 2007.
Approximately 99% of the Notes were validly tendered, not withdrawn
and have been accepted for payment. Dollar General expects that payment for
the Notes will be made today. Additionally, because Buck received the
requisite consents to the proposed amendments to the indenture pursuant to
which the Notes were issued, a supplemental indenture to effect such
amendments has been executed and delivered. The amendments will become
operative upon the purchase of the tendered Notes.
Goldman,
Sachs & Co. acted as
the
dealer manager and solicitation agent for the Tender Offer. The
information agent for the Tender Offer was D.F. King & Co., Inc.
This
release is for informational purposes only and is not an offer to purchase,
a
solicitation of an offer to purchase, or a solicitation of consents with respect
to the Notes, nor is this release an offer or solicitation of an offer to sell
any securities.
About
Dollar General
Dollar
General is a Fortune 500(R) discount retailer with over 8,000 neighborhood
stores. Dollar General stores offer convenience and value to customers by
offering consumable basic items that are frequently used and replenished, such
as food, snacks, health and beauty aids and cleaning supplies, as well as a
selection of basic apparel, housewares and seasonal items at everyday low
prices. The Company store support center is located in Goodlettsville,
Tennessee. Dollar General's Web site can be reached at www.dollargeneral.com.
About
KKR
Kohlberg
Kravis Roberts & Co. (KKR) is one of the world's oldest and most experienced
private equity firms specializing in management buyouts. Founded in 1976, it
has
offices in New York, Menlo Park, London, Paris, Hong Kong and Tokyo. Throughout
its history, KKR has brought a long-term investment approach to its portfolio
companies, focusing on working in partnership with management teams and
investing for future competitiveness and growth. Including Dollar General,
over
the past 30 years, KKR has invested in 16 transactions in the retail sector
in
North America and Europe, representing over $40 billion of aggregate value
and
covering a broad range of channels including supermarkets, consumer drugstores,
and specialty retail. In total, since its founding, KKR has completed over
150
transactions with an aggregate value of US$294 billion.
(www.kkr.com).
About
GS Capital Partners
Founded
in 1869, Goldman Sachs is one of the oldest and largest investment banking
firms. Goldman Sachs is also a global leader in private corporate equity and
mezzanine investing. Established in 1991, the GS Capital Partners Funds are
part
of the firm's Principal Investment Area in the Merchant Banking Division. Since
1986, Goldman Sachs' Principal Investment Area has formed 13 investment vehicles
aggregating $56 billion of capital to date. For more information, please visit
www.gs.com/pia.com.
About
Citi Private Equity
Citi
Private Equity ("CPE"), a unit of Citi Alternative Investments, is the primary
investment arm of Citigroup Inc. (NYSE: C) that makes direct equity investments
in partnership with leading private equity firms. CPE focuses on leveraged
buyouts and recapitalizations across a broad range of industries, geographies
and transaction sizes, and is currently investing Citigroup Capital Partners
II,
a $3.3 billion fund that closed in December 2006. CPE manages and advises on
approximately $12 billion, comprising more than 75 direct private equity and
mezzanine investments and over 330 limited partnership investments, on behalf
of
proprietary accounts and clients of Citigroup Inc. CPE's 19 investment
professionals are based in New York and London.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
information provided herein may include "forward-looking statements." You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. These statements generally contain words such
as
"may", "will", "project", "might", "expect", "be-
lieve,"
"anticipate", "intend", "could", "should", "would", "estimate", "continue,"
"contemplate", or "pursue", or the negative or other variations thereof or
comparable terminology. These forward-looking statements are based on current
expectations and projections about future events and actual events could differ
materially from those projected. You are cautioned that forward-looking
statements are not guarantees of future performance or results and involve
risks, assumptions and uncertainties
that
cannot be predicted or quantified. These risks, assumptions and uncertainties
include, but are not limited to the outcome of any legal proceedings that have
been or may be instituted against Dollar General and others relating to the
proposed merger and the risks, assumptions and uncertainties detailed from
time
to time in Dollar General's SEC reports, including Dollar General's most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking
statements made herein speak only as of the date hereof, and Dollar General
assumes no obligation to update such statements.
###

text: DOLLAR GENERAL CORPORATION

text: Dollar General Corporation

text: KKR

text: DOLLAR GENERAL CORPORATION

text: Dollar General Corporation

text:
Kohlberg Kravis &
Roberts & Co. L.P.

text:
GS
Capital Partners

override: fund

text: Goldman Sachs

text:
Citi
Private Equity

text: Buck Acquisition Corp.

text: KKR

text: KKR

text: KKR

text: KKR

text: KKR

text: GS Capital Partners

text: Goldman Sachs

text: Goldman Sachs

text: GS Capital Partners

text: Goldman Sachs

text: Citi Private Equity

text:
Citi
Private Equity

text: CPE

text: CPE

text:
Citigroup Capital Partners
II

text: CPE

text: CPE


text:
EX-99.1
5
ex99_1.txt
EXHIBIT 99.1
PRESS RELEASE Source: Charys Holding Company, Inc.
Charys Holding Company Closes Acquisition of Cotton Companies
Monday December 11, 10:00 am ET
Integration with C&B Services Positions "Cotton" as One of the Largest
Reconstruction-Restoration Companies in the World
ATLANTA--(BUSINESS WIRE)--Charys Holding Company, Inc. ("Charys") (OTC Bulletin
Board: CHYS - News) announced today the closing of its acquisition of Cotton
---- ----
Companies ("Cotton"). The acquisition of Cotton is immediately accretive to
earnings.
In the cash and stock transaction, Charys today acquired a 40% ownership in
Cotton and an option to acquire the remaining 60% within 90 days. Including
prior consideration, Charys to date has paid $16 million and 1,955,532
restricted shares of Charys common stock. Charys may acquire the remaining 60%
of Cotton for the sum of $32,168,000, on or before March 8, 2007. Based on pro
forma financials as of April 30, 2006, Cotton revenue was $79.076 million with
$19.363 million pre-tax income.
As previously announced, Charys will create C&B Holding Company, Inc. in order
to assimilate Cotton with Charys' existing restoration and remediation
subsidiary, Crochet and Borel Services, Inc. ("C&B"). Cotton will become the
international brand name and operating entity. An Integration Plan has been
developed that will immediately capture the strengths of each company, and
enhance the total benefits provided to the combined customer base.
Cotton, with nine US locations, provides commercial and residential
reconstruction and remediation services nationally and internationally. Home
Depot (NYSE: HD - News), Marriott (NYSE: MAR - News), Starwood Hotels and
-- ---- --- ----
Resorts (NYSE: HOT - News), The Palms Restaurant, Food Lion and Sports Authority
--- ----
are just a sampling of the high-end, blue chip customers serviced by Cotton.
C&B, one of the nations leading disaster remediation and service providers
serves a blue-chip client base that includes Wal-Mart (NYSE: WMT - News),
--- ----
Chevron-Phillips Refinery, SunTrust (NYSE: STI - News), the US Department of
--- ----
Homeland Security, JC Penney (NYSE: JCP - News), the US Naval Hospital
--- ----
(Pensacola) and the Housing Authority of New Orleans, among others.
When combined with C&B, the "New Cotton" will provide a broad array of
remediation and reconstruction services and will become one of the strongest
such companies in preparedness for extraordinary events such as hurricanes and
other natural disasters.
The portfolio of services is further enhanced by the capabilities of other
Charys subsidiaries. For example, "New Cotton" can also provide customers
advanced tower
and infrastructure construction services. In addition, technology products and
services will be available that will not only replace but also upgrade and
improve the existing capabilities.
Cotton President and CEO, Pete Bell commented, "The "marriage" of our two
companies, who have been respectful competitors in the past, creates a
predominant force in the crisis and disaster response industry. Whereas Cotton
addresses day-to-day catastrophes, including fire and water damage, C&B focuses
on high-end disasters, hurricanes and floods for example. The combination of our
respective resources, experience, and clientele will expand our capabilities and
pave the way for organic growth while simultaneously providing the highest
levels of service and responsiveness to our customers".
Troy Crochet, President of C&B said, "Today is the start of a new, powerful
enterprise that provides a complete service solution to the broad customer base
of both Cotton and C&B. Our teams have been working very hard to design and plan
for an integrated company that hits the ground running. I am proud of the
efforts of our team, and excited to move forward with Pete Bell, Daryn Ebrecht
and all of the Cotton and C&B associates. "
Billy V. Ray, Jr., Chairman and Chief Executive Officer of Charys stated, "We
are delighted that this first stage of the acquisition of Cotton has been
completed. Although the road to completion has taken longer than anticipated,
the culmination of our combined efforts will result in the formation of a truly
remarkable organization. I am confident that the New Cotton will become an
industry benchmark, with the most responsive employees and process that place
customers first, as they deliver those critical services most needed in
emergency situations. Cotton complements our existing business plan with their
impeccable reputation and history. Charys' "one-stop" complete solution strategy
implemented over our entire Integrated Infrastructure Services platform is
uniquely customer centric which should continue to enhance our revenues and
profits and increase our shareholder value".
Commenting on Charys' additional activities, Mr. Ray added, "This closing
represents the next step in the strategic growth of Charys. We have aligned our
acquisitions and financing activities and are following our plan. The next round
is formally underway, as we continue moving aggressively to fully acquire the
remainder of Cotton, as well as finalize the funding of the CTSI and MSAI
companies".
Further details regarding this acquisition will be forthcoming in Charys'
Current Report on Form 8-K with the Securities and Exchange Commission.
About Cotton Companies (www.cottoncompanies.com)
-----------------------
Cotton Companies are a group of disaster recovery firms specializing in fire and
water restoration services ranging from initial project assessment and planning,
through catastrophe management reconstruction, restoration and environmental
remediation. The company's strategy is to provide the highest quality service to
meet our customers' expectations and anticipate tomorrow's opportunities through
creative and innovative thinking in our approach to today's issues. Successful
execution of this strategy has produced a broad portfolio of successful
projects, extremely satisfied clients, and a most challenging set of standards
for the industry. The company employs cutting edge technology, state of the art
equipment, and the latest in management/personnel techniques to carry out its
national and international operations.
About Charys Holding Company, Inc.
Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. (OTC Bulletin
Board: CHYS.OB - News) is a publicly traded company focusing on the Integrated
------- ----
Infrastructure Services Market. This market segment is fundamentally focused on
environmental remediation and on upgrading the underpinning, infrastructure, and
back office operations of the telecommunication, cable, electric, and Internet
industries serving consumers, businesses and government entities. Charys'
principal strategy is to acquire, through mergers and acquisitions, companies
that support this underserved segment. Charys subsidiaries include: Crochet &
Borel Services, Inc., Aeon Technologies, CCI Telecom, Inc., Viasys Services,
Inc., Personnel Resources of Georgia, Inc., Method IQ, Inc., Digital
Communication Services, Inc., Ayin Holding Company, Inc., Complete Tower
Sources, Inc., and Mitchell Site Acq. Inc.
For more information about Charys visit http://www.charys.com and
---------------------
http://www.corporateevolutions.com/chys.php
-------------------------------------------
NOTE: The names of actual companies and products mentioned herein may be the
trademarks of their respective owners.
Some statements in this release, including statements regarding management's
expectations for future financial results and access to capital markets, are
forward-looking statements. Investors are cautioned that these forward-looking
statements regarding Charys Holding Company, Inc. and its subsidiaries and its
and their operations and financial results involve risks and uncertainties,
including without limitation risks of accessing capital markets on terms
acceptable to Charys, downturns in economic conditions generally and in the
telecommunications and data communications markets; risks in product development
and market acceptance of and demand for Charys products; risks of failing to
attract and retain key managerial and technical personnel; risks associated with
competition and competitive pricing pressures; risks associated with investing
in new businesses; risks related to intellectual property rights and litigation;
risks in technology development and commercialization.
Contact:
Charys Holding Company, Inc.
Main Phone: 678-443-2300
Fax: 678-443-2320
irdept@charys.com
-----------------
or
Corporate Evolutions, Inc.
Investor Relations:
Fred Lande, 516-482-6565
Fax: 516-482-6099
info@corporateevolutions.com
----------------------------

text: Charys Holding Company, Inc.

text: Charys Holding Company

text: Cotton Companies

text: Cotton

text: Charys Holding Company, Inc.

text: Charys

text: Cotton

text: Cotton

text: Cotton

text: Charys

text: Cotton

text: Charys

text: Charys

text: Charys

text: Cotton

text: Cotton

text: Charys

text: Cotton

text: Charys

text: Cotton

text: Cotton

text: Cotton

text: Cotton

text: Charys

text: Cotton

text: Cotton

text: Cotton

text: Troy Crochet

text: Cotton

text: Cotton

text: Charys

text: Cotton

text: Cotton

text: Cotton

text: Charys

text: Charys

text: Charys

text: Cotton

text: Charys

text: Cotton Companies

text: Cotton Companies

text: Charys Holding Company, Inc.

text: Charys Holding Company, Inc.

text: Charys

text: Charys

text: Charys

text: Charys Holding Company, Inc.

text: Charys

text: Charys

text: Charys Holding Company, Inc.