text:
EX-99.1
5
exhibit99_1-pressrelease.htm
EXHIBIT 99.1-PRESS RELEASE (PROJECT EDEN-FILED JUNE 2, 2011)
exhibit99_1-pressrelease.htm
Exhibit 99.1
SCHIFF NUTRITION INTERNATIONAL ACQUIRES LEADING PROBIOTIC BRANDS AND RIGHTS TO PROBIOTIC TECHNOLOGY
- Enters fast growing probiotic category by purchasing Sustenex and Digestive Advantage brands and rights to leading BC
30
technology from Ganeden Biotech, Inc. -
- $40 million asset purchase expected to increase revenues and generate accretive earnings -
Salt Lake City, Utah, June 2, 2011: Schiff Nutrition International, Inc. (NYSE: WNI), through its subsidiary Schiff Nutrition Group, Inc., purchased certain assets and assumed certain liabilities of Ganeden Biotech, Inc. (Ganeden) for $40 million in cash utilizing its existing revolving credit facility. Schiff now owns (1) the worldwide exclusive rights to use the leading probiotic technology
GanedenBC30
® (BC
30
,
Bacillus coagulans
GBI-30, 6086) in the over-the-counter and dietary supplement space and (2) the leading brands Sustenex® and Digestive Advantage® under which BC
30
is currently sold. Ganeden and Schiff also intend to collaborate on extending the use of probiotic technologies into new areas of human health.
The probiotics category is growing over 20% on an annualized basis, according to
Nutrition Business Journal
. BC
30
has over 95 US and foreign patents and patent applications. Its successful probiotic bacteria strains have been shown to be hardier than other probiotic strains. BC
30
exhibits excellent stability and offers more flexibility in manufacturing and delivery systems. Recently BC
30
was introduced in gummies and chews, providing consumers an easier way to take supplements.
Tarang Amin, president and chief executive officer of Schiff Nutrition, stated: "Our focus is to deliver shareholder value by building premium brands and leading innovation. By acquiring the rights to the leading probiotics technology, we have entered a new, rapidly expanding category that creates accretive growth opportunities.
"We believe BC
30
has many inherent physical properties that make it superior to other traditional probiotic organisms. We intend to leverage this enviable technology and grow the Sustenex and Digestive Advantage lines. In addition, we plan to capitalize on Schiff's brand marketing know-how, provide incremental marketing investment and use our well established customer relationships to increase distribution", Amin concluded.
The assets and brands acquired from Ganeden generated net revenue of approximately $17 million for the year ended December 31, 2010. This transaction is expected to increase Schiff's net revenues and, excluding one-time costs, be accretive to earnings for its fiscal year ended May 31, 2012. Management intends to address the impact of the acquisition on the company's
financial position when it announces its fourth quarter and fiscal 2011 financial results scheduled for July.
About Sustenex www.schiffnutrition.com
Sustenex® with GanedenBC
30
® has harnessed the power of probiotics in a full line of probiotic products to offer you and your entire family simple solutions to help support digestive and immune health. Sustenex is unique because it contains GanedenBC
30
(Bacillus coagulans GBI-30, 6086), a special strain of probiotic bacteria that is able to better survive stomach acids to reach the digestive tract where they offer the greatest benefit.
About
Digestive
Advantage www.schiffnutrition.com
Digestive Advantage® has been clinically shown to help defend against occasional digestive upsets. Its products, available at over 70,000 retail stores nationwide, include Intensive Bowel Support, Lactose Defense Formula, Gas Defense Formula, and Daily Constipation Formula.
About Schiff Nutrition
Schiff Nutrition International, Inc. develops, manufactures, markets and distributes branded and private label vitamins, nutritional supplements and nutrition bars in the United States and throughout the world. Schiff's portfolio of well-known brands includes Move Free®, Schiff® Vitamins, MegaRed®, Mega-D3™, Tiger's Milk® and Fi-Bar®. To learn more about Schiff, please visit the web site
www.schiffnutrition.com
.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based on management's beliefs and assumptions, current expectations, estimates, and projections. These statements are subject to known and unknown risks and uncertainties, certain of which are beyond the company's ability to control or predict, and therefore, actual results may differ materially. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date hereof. Schiff Nutrition disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements.
Important factors that may cause actual results of Schiff Nutrition to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to: the inability to project the future impact of the acquired assets and assumed liabilities on our business, financial condition and results of operation; the inability to realize anticipated returns on our investment in BC
30
and the development of other probiotic technologies; the inability to grow the Sustenex and Digestive Advantage brands and leverage our existing marketing know-how and distribution channels to achieve anticipated sales levels for these product lines; uncertainties relating to our intended collaboration with Ganeden, including the inability to extend the use of probiotic technologies; dependence on sales of our Move Free product and the joint care category, dependence on individual customers, adverse publicity or consumer perception regarding our nutritional supplements and/or their ingredients, similar products distributed by other companies or the nutritional supplement industry generally, the impact of competitive products and pricing pressure (including expansion of private label products), the inability to successfully bid on new and existing private label business, the impact of raw material pricing, availability and quality (particularly relating to joint care products and ingredients from third-party suppliers outside the United States, including China), claims that our products infringe the intellectual property rights of others, the
inability to enforce or protect our intellectual property rights and proprietary techniques against infringement, the inability to successfully launch and maintain sales (especially in the joint care and omega-3 categories) outside of the United States while maintaining the integrity of the products sold and complying with local regulations, the inability to appropriately respond to changing consumer preferences and demand for new products, the inability to gain or maintain market distribution for new products or product enhancements including products in the probiotic space, litigation and government or administrative regulatory action in the United States and internationally, including FDA enforcement and product liability claims, the inability or increased cost to obtain sufficient levels of product liability and general insurance, the inability to comply with existing or new regulations, both in the United States and abroad, and adverse actions regarding product formulation, claims or advertising, product recalls or a significant amount of product returns, dependence on a single manufacturing facility and potential disruptions of our manufacturing operations, the inability to find strategic transaction opportunities or the inability to successfully consummate or integrate a strategic transaction, the inability to maintain or attract key personnel, interruptions to our information technology systems, control by our principal stockholders, and other factors indicated from time to time in the company's SEC reports, copies of which are available upon request from the company's investor relations department or may be obtained at the SEC's web site (
www.sec.gov
). These risks and uncertainties should be carefully considered before making an investment decision with respect to shares of our common stock.
Schiff Nutrition Contact:
Joseph W. Baty, CFO
(801) 975-5186
email:
joeb@schiffnutrition.com
www.schiffnutrition.com
IR Agency Contact:
Kirsten Chapman / Cathy Mattison
Lippert / Heilshorn & Associates
(415) 433-3777
email:
cmattison@lhai.com

text: SCHIFF NUTRITION INTERNATIONAL

text: Ganeden Biotech, Inc.

text: Schiff Nutrition International, Inc.

text: Ganeden Biotech, Inc.

text: Tarang Amin

text: Schiff Nutrition International, Inc.

text: Joseph W. Baty


dataset: buster

text:
EX-99.1
4
ck0001723866-ex991_6.htm
EX-99.1
ck0001723866-ex991_6.htm
Exhibit 99.1
SELECT INTERIOR CONCEPTS ENTERS THE MID-ATLANTIC WITH ACQUISITION OF T.A.C. CERAMIC TILE CO.
Anaheim, California -
January 3, 2019
- Select Interior Concepts, Inc. (NASDAQ: SIC), a diversified building products and services company focused on home interior products, today announced the acquisition of T.A.C. Ceramic Tile Co. ("T.A.C."), an installer of residential and light commercial flooring with annualized sales of approximately $70 million.
Founded in 1985, T.A.C. specializes in design center selections and installation of all types of interior flooring surfaces, including tile, hardwood and carpet. T.A.C. primarily serves national, regional and local builders, along with retail clients in Virginia, Maryland and West Virginia through two design centers located in the Metro D.C. area. The acquisition increases the footprint of the Company's Residential Design Services ("RDS") segment to 31 locations, including 21 design centers across the United States.
Tyrone Johnson, Chief Executive Officer of Select Interior Concepts, stated, "This acquisition significantly expands the scale of our RDS segment while advancing our objective to diversify across geography, channel and product line. We have gained exposure to highly attractive markets in the Mid-Atlantic region, where T.A.C. has an established presence for designing and installing high-quality flooring systems. We look forward to building on that success and introducing a range of additional products to customers, including countertops and cabinets. With our scalable platform, we expect to continue expanding and solidifying the premier market positions of our above-industry margin business".
Tom Callaway, owner of T.A.C., said, "For more than 30 years, we have built a strong reputation based on commitment to customers, high-quality services and deep product knowledge. Select Interior Concepts shares our passion for excellence and provides an excellent match for the next chapter of growth for T.A.C".
Payment at closing to owners of T.A.C including transaction costs was approximately $43 million cash. Owners of T.A.C also have the ability to earn future additional payments, subject to achieving certain performance metrics in 2019.
About Select Interior Concepts
Select Interior Concepts is a diversified building products and services company focused on interior products. It has two operating subsidiaries and segments doing business as Residential Design Services and Architectural Surfaces Group, with an overall focus of offering a broad range of design-oriented products including flooring, countertops, cabinets, and other highly desirable and customizable high-end interior products. For more information, visit: http://www.selectinteriorconcepts.com.
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. Forward-looking statements, which include statements about the anticipated benefits of the T.A.C. acquisition, are based on historical information available at the time the statements are made and are based on management's reasonable belief or expectations with respect to future events. Forward-looking statements are subject to risks, uncertainties, and other factors that may cause the Company's actual results, level of activity, performance, or achievement or benefits from the T.A.C. acquisition to be materially different from the results or plans expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors may include
those discussed and described in the Company's final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, as amended, filed with the U.S. Securities and Exchange Commission on August 16, 2018 (Registration No. 333-226101) under the captions "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" and in the other reports filed subsequently by the Company with the SEC. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law.
Media Inquiries
Janelle Joseph
(646) 818-1115
Pro-select@prosek.com
Investor Relations:
Rodny Nacier
(470) 548-7370
IR@selectinteriorconcepts.com

label: organization

text: SELECT INTERIOR CONCEPTS

text: T.A.C. CERAMIC TILE CO.

text: Select Interior Concepts, Inc.

text: T.A.C. Ceramic Tile Co.

label: person

text: Tyrone Johnson

text: Select Interior Concepts

text: Select Interior Concepts

text: Select Interior Concepts

text: Select Interior Concepts

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
exh_991.htm
EXHIBIT 99.1
EdgarFiling
EXHIBIT 99.1
The Joint Corp. Increases Corporate Clinic Portfolio by Two, to Reach 57
Acquires Clinic in South Carolina Market, Expanding New Corporate Market
Opens Greenfield in El Cajon, Broadening the San Diego Portfolio
SCOTTSDALE, Ariz., Aug. 05, 2019 (GLOBE NEWSWIRE) -- The Joint Corp. (NASDAQ: JYNT), a national operator, manager and franchisor of chiropractic clinics, acquired one franchised clinic and opened one greenfield clinic, increasing the number of company-owned or managed clinics to 57.
The purchased clinic is located in Myrtle Beach, South Carolina and adds to three units acquired last month in the Georgia/South Carolina region, where The Joint has established a corporate clinic cluster. The newly built greenfield clinic is in El Cajon, California.
"Executing on our goal to accelerate the expansion of our corporate portfolio, we have opened four greenfield clinics and acquired six clinics from franchisees in 2019 year to date", said Peter D. Holt, President and Chief Executive Officer of The Joint Corp. "Following our clustered location strategy, these additions are in the successful San Diego market, which has 14 clinics, and the thriving Georgia/South Carolina region where 21 clinics are in operation. We look forward to continued expansion of our corporate clinic portfolio to increase our overall long-term economics by further leveraging existing infrastructure and brand marketing".
About The Joint Corp. (NASDAQ: JYNT):
Based in Scottsdale, Arizona, The Joint is an emerging growth company that is reinventing chiropractic care by making quality care convenient and affordable for patients seeking pain relief and ongoing wellness. Its no-appointment policy and convenient hours and locations make care more accessible, and affordable membership plans and packages eliminate the need for insurance. With over 450 clinics nationwide and over 6 million patient visits annually, The Joint is a key leader in the chiropractic profession. For more information, visit http://www.thejoint.com or follow the brand on Twitter, Facebook, YouTube and LinkedIn.
Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Washington, West Virginia and Wyoming, The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices.
Contact Information
Media Contact: Margie Wojciechowski, The Joint Corp., margie.wojciechowski@thejoint.com
Investor Contact: Kirsten Chapman, LHA Investor Relations, 415-433-3777, thejoint@lhai.com

text: The Joint Corp.

text: The Joint Corp.

text: Peter D. Holt

text: The Joint Corp.

text: The Joint Corp.

text: The Joint Corp.

text: The Joint Corp.

text: The Joint Corp.


text:
EX-99.3
6
bcform8kex994-010809.htm
Exhibit 99.3
THE BEARD COMPANY
Harvey Parkway
301 N.W. 63
rd
Street, Suite 400
Oklahoma City, Oklahoma 73116
For Immediate Release
THE BEARD COMPANY FINALIZES DISPOSITION
OF CHINA FERTILIZER OPERATION
COMPANY EXPECTS TO REPORT GAIN OF MORE THAN $1 MILLION
AND $1.5 MILLION INCREASE IN WORKING CAPITAL
OKLAHOMA CITY, Oklahoma - January 6, 2009 -- The Beard Company (OTCBB: BRCO) today reported that on December 31, 2008 it entered into an agreement (the "Agreement") that finalizes the sale of the Company's entire interest in BEE/7HBF, LLC ("BEE/7HBF") effective as of such date. BEE/7HBF was a partnership between Beard Environmental Engineering, LLC, a wholly-owned subsidiary of Beard, and 7HBF, Ltd. ("7HBF"), a Texas limited partnership. BEE/7HBF conducts fertilizer manufacturing and sales activities in the People's Republic of China through its wholly-owned subsidiary, Xianghe BH Fertilizer Co., Ltd. ("XBH"). With the above-described transaction now concluded, BEE/7HBF has become a sole member LLC owned entirely by 7HBF.
In December 2007, The Beard Company's Board of Directors voted to discontinue the China Segment effective December 31, 2007, and elected to dispose of the Company's fertilizer manufacturing operations and related interests in China. Operations of the segment, which produced revenues of $55,000 and incurred losses of $721,000 for the nine months ended September 30, 2008, were reported as discontinued operations during the year 2008.
Under the terms of the Agreement, the Company has relinquished all of its ownership interests in the partnership to 7HBF and agreed to pay $47,000 to 7HBF for its 50% share of the accrued interest to December 31, 2008 on an $850,000 note. BEE/7HBF and XBH will no longer be controlled by the Company and will cease to be consolidated members of the Beard group. As a result of the transaction, the Company expects to record a gain in excess of $1 million in the quarter ended December 31, 2008. The transaction will also improve the Company's working capital by approximately $1.5 million via the elimination of over $500,000 in assets and over $2 million in debt and other liabilities of the two deconsolidated entities.
"Finalization of this agreement will conclude all of the operations of the Company's China Segment", stated Herb Mee, Jr., Beard's President. "Although our involvement in China was not a financial success, our association with 7HBF resulted in its becoming our largest
outside stockholder. The activities in China also resulted in 7HBF becoming the principal investor in Golden Bear Drilling & Services, LLC, which may yet become a successful venture and in which the Company has a small carried interest. We are particularly pleased that this chapter in the Company's history has ended with a meaningful contribution to earnings and an increase in working capital as a result of the deconsolidation".
"As a key part of our Company's turnaround strategy, we are moving to simplify Beard's operational structure and to focus upon the opportunities to enhance shareholder value that we have identified within our minerals exploration and development investment (Geohedral), our coal reclamation technologies, and our oil and gas business segment", concluded Mee.
About The Beard Company
The Beard Company creates, acquires, and/or invests in businesses that management believes have high growth potential and/or above-average profit potential and can enhance shareholder value. The Company is currently involved in carbon dioxide (CO
2
) gas production; oil and gas activities; coal reclamation activities; e-commerce activities conducted through its
starpay™
subsidiary; and minerals exploration and development through its Geohedral investment.
The Company is headquartered in Oklahoma City and its common stock trades on the OTC Bulletin Board under the symbol "BRCO".
Forward-Looking Statements
This document may include statements that constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect", or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company's lack of profitability in recent years; the ability to service outstanding debt and secure capital to fund operations; the ability to negotiate and execute contracts in connection with the Company's coal reclamation activities; the outcome of a lawsuit against Visa; future trends in commodities prices; financial, geological or mechanical difficulties affecting Geohedral's planned geological work programs;
uncertainties surrounding estimates of mineralized material; and other risks detailed in Beard's filings with the U.S. Securities and Exchange Commission. By making these forward-looking statements, Beard undertakes no obligation to update these statements for revisions or changes in the future.
For Additional Information, Please Contact:
Herb Mee, Jr., President, at (405) 842-2333 or via email at hmee@beardco.com
or
RJ Falkner & Company, Inc., Investor Relations Counsel, at (800) 377-9893 or via email at info@rjfalkner.com

text: THE BEARD COMPANY

text: THE BEARD COMPANY

text: The Beard Company

text: BEE/7HBF, LLC

text: 7HBF, Ltd.

text: The Beard Company

text: The Beard Company

text: The Beard Company


text:
EX-99.1
2
a18-15839_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Hill International Announces Filing
PHILADELPHIA, June 22, 2018 (GLOBE NEWSWIRE) - Hill International (NYSE:HIL), the global leader in managing construction risk, announced today that it filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
In the second quarter of 2017, the Company reported Revenue of $125.4 million with Net Earnings of $43.9 million and EPS of $0.84. The second quarter results included the sale of the Construction Claims Group resulting in a gain, net of taxes, of $52.2 million. In addition, the Company recorded a one-time charge of $5.6 million in continuing operations in SG&A expenses.
Simultaneously with the closing of the sale of the Construction Claims Group, the proceeds from the sale, the amended credit facilities and cash on hand were used to reduce debt from $150.8 million to $25.9 million.
The Company plans to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, inclusive of the restatement of prior comparative periods, its Annual Report on Form 10-K for the year ended December 31, 2017, and its Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2018 in the third quarter of 2018. Once complete, the Company will be current with its regulatory filings. The Company expects to schedule an earnings call for the second quarter 2018 financial results shortly after the Company becomes current in its filings.
"With the second quarter gain on sale behind us, the company looks to accelerate remaining SEC filings to bring the company current." said Paul Evans, Hill's Interim CEO.
Hill International, with more than 3,000 professionals in more than 50 offices worldwide, provides program management, project management, construction management and other consulting services to clients in a variety of market sectors.
Engineering News-Record
magazine recently ranked Hill as the eighth-largest construction management firm in the United States. For more information on Hill, please visit our website at www.hillintl.com.
Forward Looking Statements
Certain statements contained herein may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. Except for historical information, the matters set forth herein including, but not limited to, any projections of revenues, earnings, EBITDA margin, profit improvement, cost savings or other financial items; any statements of belief, any statements concerning our plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although we believe that the expectations, estimates and assumptions reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results to differ materially from estimates or projections contained in our forward-looking statements are set forth in the Risk Factors section and elsewhere in the reports we have filed with the Securities and Exchange Commission, including that unfavorable global economic conditions may adversely impact our business, our backlog may not be fully realized as revenue, our expenses may be higher than anticipated, and the review of the Company's accounting, accounting policies and internal control over financial reporting, and the preparation of and the audit or review, as applicable, of restated filings may take longer
than currently anticipated or additional restatement adjustments may be identified. We do not intend, and undertake no obligation, to update any forward-looking statement.
Hill International, Inc.
Elizabeth J. Zipf, LEED AP BD+C
Senior Vice President
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103
Tel: 215-309-7707
elizabethzipf@hillintl.com
Hill International, Inc.
Marco A. Martinez
SVP & Interim Chief Financial Officer
(215) 309-7951
marcomartinez@hillintl.com
InvestorCom
John Glenn Grau
President
(203) 295-7841
jgrau@investor-com.com
(HIL-G)
### #### ###

text: Hill International

override: organization

text: Hill International

text: Construction Claims Group

text: Construction Claims Group

text: Hill International

text: Hill International

text: Hill International

text: Hill International

text: Glenn Grau


text:
EX-99.1
2
tv495410_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Linda Flynn, (212) 235-2191
Linda.Flynn@tphs.com
Trinity Place Holdings Closes On New Luxury Mixed-Use Property
Acquisition Furthers Multi-Family
Acquisition Strategy
NEW YORK, NY (May 24, 2018)
Trinity Place Holdings Inc.
(NYSE: TPHS) announced today that it has closed on the previously announced acquisition of a newly built 105-unit, 12-story apartment
building in Park Slope, Brooklyn for $81.0 million from an affiliate of Adam America Equities, LLC. The acquisition of the Park
Slope property further expands Trinity Place Holdings core multi-family acquisition focused strategy, becoming the second property
in this portfolio.
Located on the border of the Park Slope and Gowanus neighborhoods
of Brooklyn at 237 11
th
Street, the property is one block from the 4
th
Avenue/9
th
Street subway
station, and a short walk to nearby amenities such as Prospect Park and Whole Foods Market.
Leasing began in August 2017 at the Park Slope building, with
the residential portion of the property approximately 63% leased. The property also includes 6,264 square feet of retail space,
a portion of which is leased to Starbucks Inc.
The acquisition was capitalized with 2-year financings in the
aggregate principal amount of $67.8 million. Such financings are interest-only and bear interest at the blended average rate of
3.72% over the 30-day LIBOR. The financings have a 1-year extension option.
Matt Messinger, CEO of Trinity Place Holdings, commented, "We
are excited to complete the acquisition of 237 11th. We believe there is a tremendous opportunity within key segments of the New
York market to aggregate a portfolio of Class A apartments (some with ancillary ground-floor retail or mixed-use characteristics)
which will generate stable, growing cash flow and offer long-term appreciation. We look forward to the continued execution of this
strategy in the years to come".
237 11
th
Street offers an array of modern amenities
that surpass what is available in the neighborhood's "brownstone" housing stock. Apartments feature a washer/dryer
in all units, tenant-controlled HVAC units, stainless steel appliances, and private outdoor terraces. Building-wide amenities include
a courtyard garden, party room, fitness center, tenant lounge, bicycle storage room, parking, and landscaped rooftop terrace. The
property's relative height offers panoramic views of the New York Harbor and the Manhattan skyline from upper floors and
the rooftop.
###########
About TPHS
Trinity Place Holdings Inc. (the "Company") is a
real estate holding, investment and asset management company. The Company's business is primarily to own, invest in, manage,
develop and/or redevelop real estate assets and/or real estate related securities. The Company is developing a mixed-use condominium
at 77 Greenwich Street in Lower Manhattan, which is one of Lower Manhattan's premier development sites. As of March 31, 2018,
the Company also owns a shopping center located in West Palm Beach, Florida and a retail property in Paramus, New Jersey as well
as a 50% interest in The Berkley, a Williamsburg, Brooklyn, located multi-family property. Trinity Place Holdings' intellectual
property includes rights related to the Filene's Basement trademarks. In addition, the Company also has over $232.6 million of
Federal tax net operating losses. Several of its current assets are the legacy of certain Syms Corp. and Filene's Basement
holdings as a result of those companies having emerged from Chapter 11 bankruptcy under a plan of reorganization in September 2012.
More information on the Company can be found at www.trinityplaceholdings.com
and on our residential properties at http://theberkleybk.com/ as well as www.237eleventh.com
Forward Looking Statements
This press release includes forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are based on current expectations and projections about future events and are not guarantees
of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently,
the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements.
For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form
10-K for the year ended December 31, 2017, as well as to our subsequent filings with the Securities and Exchange Commission.
The forward-looking statements contained herein speak only as of the date hereof, and we assume no obligation to update any forward-looking
statements, whether as a result of new information, subsequent events or otherwise, except as required by law.

text: Trinity Place Holdings

text: Trinity Place Holdings Inc.

text: Adam America Equities, LLC

text: Trinity Place Holdings

text: Matt Messinger

text: Trinity Place Holdings

text: Trinity Place Holdings Inc.

text: Trinity Place Holdings


text:
EX-99.1
3
exhibit99-1.htm
PRESS RELEASE DATED JUNE 16, 2005
Filed by Automated Filing Services Inc. (604) 609-0244 - Snocone Systems, Inc. - Exhibit 99.1
WHO'S YOUR DADDY, INC. (OTC:BB: WYDY)
COMPLETES ACQUISITION OF PHARB.
Jun 16, 2005
SAN DIEGO--(BUSINESS WIRE)--June 16, 2005-Who's
Your Daddy (OTC:BB:WYDY) hereby announces that it has completed the acquisition
of 100% of PHARB UNIVERSITY BRAND INC (PHARB) which includes its FDA Approved
Over The Counter Product, "The Ultimate Hangover Relief" Medicine.
As of December 31, 2004, the sales of "The Ultimate Hangover
Relief" Medicine generated $12,429,000 in gross revenues and gross profits
of $9,195,000.
Edon Moyal, CEO of Who's Your Daddy stated "
we are very pleased to be able to add revenues in excess of $12,000,000
to the books of Who's Your Daddy, especially with gross profit of over
$9,000,000. The numerous retail chains currently distributing the PHARB
Hangover Remedy will serve as a built-in distribution system. The current PHARB
distribution system includes over 55,000 locations. This is a built in outlet
for Who's Your Daddy products, which we believe will be a perfect fit
into the limited spacing available on shelves in retail stores across the country.
A good example of this would be Who's Your Daddy's energy drink
the "King of Energy"".
About Who's Your Daddy, Inc.
Who's Your Daddy, Inc. is a publicly traded licensing company
which designs and licenses a variety of products centered around the trademark-protected
brand, "Who's Your Daddy". Who's Your Daddy, Inc. holds licensing rights to
the name Who's Your Daddy for over 300 products in the US, Europe, Canada, Australia,
and Japan. The "Who's Your Daddy" range of product offerings are designed to
appeal to young men, women and sports fans who strive for "style with authority".
Who's Your Daddy, Inc is traded under the WYDY stock symbol.
This material includes forward-looking statements based on
management's Current reasonable business expectations. In this document, the
words "can", "anticipates", and similar expressions identify certain forward-looking
statements. These statements are made in reliance on the Private Securities
Litigation Reform Act, Section 27A of the Securities Act of 1933, as amended.
There are numerous risks and uncertainties that could result in actual results
differing materially from expected outcomes. The material should be read in
conjunction with the Company's current annual and quarterly reports filed with
the SEC, which contain discussions of currently known factors that could significantly
impact the Company's future.
For More Information Contact:
Kelly Urban
The Ardell Group
858.792.2940
kurbanpr@yahoo.com

text: WHO'S YOUR DADDY, INC.

text: PHARB

text:
Who's
Your Daddy

text: PHARB UNIVERSITY BRAND INC

text: PHARB

text: Edon Moyal

text: Who's Your Daddy

text: Who's Your Daddy

text: PHARB

text: PHARB

text: Who's Your Daddy

text: Who's Your Daddy

text: Who's Your Daddy, Inc.

text: Who's Your Daddy, Inc.

text: Who's Your Daddy

text: Who's Your Daddy, Inc.

text: Who's Your Daddy

text: Who's Your Daddy

text: Who's Your Daddy


text:
EX-99.1
5
v032238_ex99-1.txt
December 28, 2005
110 Media Group, Inc. Acquires Global Portals Online
110 Media Group, Inc. (Patchogue, NY) NASDAQ OTCBB: ONTN.OB has completed the
acquisition of pioneer software development company, Global Portals Online in a
stock swap deal designed to bolster 110's value.
Terms of the deal calls for 110 Media Group (www.110mediagroup) to acquire all
outstanding stock of Global Portals Online, Inc. (www.globalportalsonline.com)
in exchange for 11,442,446 shares of 110 Media Group common stock. 110 Media
said it plans to fully integrate the Global Portals Online products and brands
into its operations immediately.
Through its vertical product lines Global Portals Online, Inc. will enable
high-speed cable operators, DSL/Telcos, Hosting/ISP's, major internet portals,
media conglomerates, municipalities, online destination and community sites, a
complete turnkey private-label solution whereas their consumers or members can
obtain all the "do-it-yourself" tools for building their own online
business/personal sales portal and/or website. These newly captured consumers
and newfound recurring monthly revenues, reflect immediately on the financial
bottom line of companies who already have a large community of online users
which all aspire to build an online brand, increase registration rates,
recurring monthly residuals, retention, frequency and duration of users visiting
their site, while enhancing overall revenue and profitability opportunities.
Global Portals Online offers the consumer a chance to build their own online
portal, like having your own personalized AOL network of sorts, from a partners
site with features such as a easy-to-use multimedia website builder,
business/personal life management tools (email, calendar, instant messaging,
file sharing, etc.), customized news updates, community tools, automated
commerce products, and other options previously unavailable to the novice
Webmaster. Global Portals Online is primed to become the easiest and most
innovative Internet utility since Yahoo!, coupled with the viral marketing
growth of such first-to-market leaders as MSN Hotmail, ICQ, Blue Mountain Arts
and Napster.
Global Portals Online' integrated platform offers users a broad range of secure
and public features that will turn the consumers own business-in-box portal into
a complete customized website, community center, shop module, communication
resource and business manager. Unlike other homepage builders such as Geocities,
America Online's Hometown, Homestead.com, etc., Global Portals Online gives
users groundbreaking, fully integrated high-tech features without compromising
ease of use, or its free, giveaway or promotional price tag. That's free, yet
the user must select from required hosting plans ranging from $9.95-$29.95
monthly. This is what makes Global Portals Online an attractive offering to big
brands, first as a co-branded or private label giveaway to its customers,
secondly as a revenue generator, retention tool, advertising model and online
database builder.
William Mobley and Andre Forde will assume the CEO and President positions,
respectively, within the restructured organization and Darren Cioffi will remain
as the CFO.
Forward Looking Statements
Certain statements in this news release may contain forward-looking information
within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6
under the Securities Exchange Act of 1934, and are subject to the safe harbor
created by those rules. All statements, other than statements of fact, included
in this release, including, without limitation, statements regarding potential
future plans and objectives of the Corporation, are forward-looking statements
that involve risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements. Gross turnover
could be substantially less in the future due to changes in the law, general
economic conditions, or unexpected failure of equipment servicing the accounts.
In addition, technical complications, which may arise, could prevent the prompt
implementation of the plans outlined above. Additional Safe Harbor Act
Disclaimer Notice is available on the web site at http://www.110mediagroup.com
Contact:
110 Media Group, Patchogue, New York
Darren Cioffi 631-207-2227

text: 110 Media Group, Inc.

text: Global Portals Online

text: 110 Media Group, Inc.

text: Global Portals Online

text: 110 Media Group

text: Global Portals Online, Inc.

text: 110 Media Group

text: Global Portals Online

text: Global Portals Online, Inc.

text: Global Portals Online

text: Global Portals Online

text: Global Portals Online

text: Global Portals Online

text: Global Portals Online

text: 110 Media Group


text:
EX-99.1
4
a16-2804_1ex99d1.htm
EX-99.1
Exhibit 99.1
OMNIVISION, HUA CAPITAL MANAGEMENT, CITIC CAPITAL AND GOLDSTONE INVESTMENT ANNOUNCE THE COMPLETION OF THE ACQUISITION OF OMNIVISION BY HUA CAPITAL MANAGEMENT, CITIC CAPITAL AND GOLDSTONE INVESTMENT
SANTA CLARA, CA and BEIJING, CHINA - January 28, 2016 -
OmniVision Technologies, Inc. (OVTI), a leading developer of advanced digital imaging solutions, and a consortium composed of Hua Capital Management Co., Ltd., CITIC Capital Holdings Limited and Goldstone Investment Co., Ltd. (collectively, the "Consortium") today announced that the Consortium has completed the previously announced acquisition of OmniVision. As a result of the completion of the acquisition, trading of OmniVision common stock on the NASDAQ Global Select Market will be halted before the opening of the market today and will be suspended effective as of the close of business today. Under the terms of the definitive agreement regarding the acquisition of OmniVision, OmniVision stockholders will receive $29.75 per share in cash, or a total of approximately $1.9 billion.
About OmniVision
OmniVision Technologies, Inc. is a leading developer of advanced digital imaging solutions. Its CameraChip™ and CameraCubeChip™ products are highly integrated, single-chip CMOS image sensors for consumer and commercial applications, including mobile phones, tablets and entertainment devices, notebooks and webcams, security and surveillance systems, digital still and video cameras, automotive and medical imaging systems. Additional information is available at www.ovt.com.
About
Hua Capital Management
Hua Capital Management Co., Ltd., based in Beijing, China, was founded by an experienced investment team focused on the semiconductor industry and related areas. The firm's principals consist of semiconductor industry entrepreneurs, each with more than 20 years' experience in semiconductor industry entrepreneurship, management and investing. Hua Capital Management's valued-added approach leverages operational and financial expertise to help portfolio companies realize their full potential and become leaders in the semiconductor industry.
About
CITIC Capital
Founded in 2002, CITIC Capital Holdings Limited is an alternative investment management and advisory company. The firm manages $5 billion of capital from a diverse group of international and Chinese investors. Core businesses include Private Equity, Real Estate, Structured Investment and Finance, Asset Management and Venture. CITIC Capital currently employs over 200 staff members throughout its offices in Hong Kong, Shanghai, Beijing, Shenzhen, Tokyo and New York. The firm combines a deep knowledge of the Chinese business and financial markets with world-class investment expertise to create and maximize value for its investors. For more information, please visit www.citiccapital.com.
About
Goldstone Investment
Goldstone Investment Co., Ltd. was incorporated
in Beijing in October 2007 with registered capital of RMB 4.6 billion. As a wholly-owned subsidiary of CITIC Securities Co., Ltd., it is solely engaged in direct equity investment and focuses on private companies with the potential of going public. Goldstone Investment was among the first direct equity investment arms of a Chinese securities firm. From 2007, Goldstone Investment has invested in over 100+ transactions, totaling over RMB 12 billion (~$1.8 billion).
Legal Notice Regarding Forward-Looking Statements
This communication contains not only historical information, but also forward-looking statements made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and include information concerning possible or assumed future results of operations of OmniVision. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects", "intends", "forecasts", "should", "estimates", "contemplate", "future", "goal", "potential", "predict", "project", "projection", "may", "will", "could", "should", "would", "assuming" and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss OmniVision's future expectations or state other forward-looking information and may involve known and unknown risks over which OmniVision has no control. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, OmniVision does not undertake to update these forward-looking statements to reflect future events or circumstances.
# # #
CONTACTS
For OmniVision:
INVESTOR RELATIONS
Mary McGowan
mary@blackburncommunication.com
For
Hua Capital Management, CITIC Capital and Goldstone Investment
:
Zhibin Chen, Director
zhibin.chen@hua-capital.com
Vivian Fu, Vice President, Corporate Relations
info@citiccapital.com
Yao Sun, Vice President
sunyao@citicgs.com

text: OMNIVISION

label: fund

text: HUA CAPITAL MANAGEMENT

override: fund

text: CITIC CAPITAL

text: GOLDSTONE INVESTMENT

text: OMNIVISION

text: HUA CAPITAL MANAGEMENT

text: CITIC CAPITAL

text: GOLDSTONE INVESTMENT

text: OmniVision

text: Hua Capital Management

text: CITIC Capital

text: Goldstone Investment

text: OmniVision

text: OmniVision

text: OmniVision

text: OmniVision

text: OmniVision

text: OmniVision

text: Hua Capital Management

text: Hua Capital Management

text: Hua Capital Management

text: CITIC Capital

text: CITIC Capital

text: CITIC Capital

text: Goldstone Investment

text: Goldstone Investment

text: Goldstone Investment

text: Goldstone Investment

text: OmniVision

text: OmniVision

text: OmniVision

text: OmniVision

text: OmniVision

text: Hua Capital Management

text: CITIC Capital

text: Goldstone Investment

text: Zhibin Chen

text: Vivian Fu

text: Yao Sun


text:
EX-99.1
3
exhibit991pressreleasedmsa.htm
PRESS RELEASE
Exhibit 99.1 Press Release DMS Acquisition
Exhibit 99.1
Brooks Automation Announces Agreement
to Acquire DMS, a Leading Provider of Automated Systems to the Semiconductor Front-end Market
Chelmsford, Mass. April 29, 2014 -- Brooks Automation, Inc. (Nasdaq: BRKS) announced today that it has entered into a definitive agreement to acquire Dynamic Micro Systems Semiconductor Equipment GmbH ("DMS"). DMS, based in Radolfzell, Germany, provides automated cleaner and stocker products for wafer and reticle carrier devices used in the global semiconductor front-end markets. The cash purchase price is approximately $31 million, subject to an adjustment for working capital at closing. The acquisition is expected to close within the next two weeks upon satisfaction of customary closing conditions.
Steve Schwartz, CEO of Brooks, stated, "This acquisition meaningfully expands our capabilities in front-end semiconductor automation as the DMS products are complementary to Brooks' product offerings. A significant proportion of DMS revenues are generated from product sales to large IC manufacturers, further strengthening our position with this important customer base. DMS' leading automated cleaner and stocker solutions combined with Brooks' existing automation systems will allow us to deliver best of breed systems that address our customers' cleanliness and productivity requirements. This transaction furthers our strategy of gaining share in our core semiconductor markets, while we continue to expand our presence in adjacent markets and grow our life sciences business".
"In addition to immediately increasing market share in the semiconductor sector, this strategic transaction adds tremendous expertise in the area of clean material handling and transport to minimize the detrimental effects of airborne molecular contamination (AMC). Clean storage and transportation of materials is becoming ever more critical in enabling IC makers to achieve yield targets at and below 20nm device generations. The combination of expertise and technology from DMS combined with our own internal capabilities give us a substantial resource that will help us develop the best products for technology challenges that are on the horizon", continued Dr. Schwartz.
Lindon Robertson, Chief Financial Officer of Brooks, commented, "This transaction represents another step in our continuing strategic three-year transformation, aligning our portfolio of assets around leadership capability in automation and cryogenic solutions. DMS brings to Brooks new industry technology, an opportunity for continued growth, synergies with our core business, and an attractive ROIC in a relatively short timeframe".
DMS generated approximately $28 million in revenue for calendar 2013 and because of its many synergies with Brooks, management expects it to become accretive to Brooks' earnings by the first half of fiscal 2015. The Company indicated that further details related to the acquisition will be provided on the regularly scheduled second quarter earnings conference call on May 8, 2014.
About Brooks Automation, Inc.
Brooks is a leading worldwide provider of automation and cryogenic solutions for multiple markets including semiconductor manufacturing and life sciences. Our technologies, engineering competencies and global service capabilities provide customers speed to market, and ensure high uptime and rapid response, which equate to superior value in their mission-critical controlled environments. Since 1978, we have been a leading partner to the global semiconductor manufacturing market and through product development initiatives and strategic business acquisitions; we have expanded our reach to meet the needs of customers in the life sciences industry, analytical & research markets and clean energy solutions. Brooks is headquartered in Chelmsford, MA, with direct operations in North America, Europe and Asia.
For more information, please visit www.brooks.com
"Safe Harbor Statement" under Section 21E of the Securities Exchange Act of 1934
Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks' financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include statements regarding the expected timing and benefits of the acquisition of DMS, our ability to develop further our business in new and adjacent markets, and our ability to achieve financial success in the future. Factors that could cause results to differ from our expectations include the following: volatility of the industries the Company serves, particularly the semiconductor industry; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; the inability of customers to make payments to us when due; the timing and effectiveness of cost reduction and cost control measures; price competition; disputes concerning intellectual property; continuing uncertainties in global political and economic conditions, and other factors and other risks that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result we can provide no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release.
Contact:
Lynne Yassemedis
Brooks Automation, Inc.
978-262-2400
www.brooks.com
Investor Relations
John Mills
ICR, Inc.
Partner
310-954-1105
2

text: Brooks Automation

text: Brooks Automation, Inc.

text: Steve Schwartz

text: Lindon Robertson

text: Brooks Automation, Inc.

text: Brooks Automation, Inc.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
EXHIBIT 99.1
FOR FURTHER INFORMATION:
AT THE COMPANY:
AT ASHTON PARTNERS:
Dennis Letham
Chief Financial Officer
(224) 521-8601
Chris Kettmann
Investor Inquiries
(312) 553-6716
H. Patel
Media Inquiries
(312) 553-6745
ANIXTER INTERNATIONAL INC. COMMENTS ON
OFFER FOR THE SHARES OF
INFAST GROUP plc.
GLENVIEW, IL, July 11, 2005 -
Anixter International Inc. (NYSE: AXE), the world's leading
distributor of communication products, electrical and electronic wire & cable and a leading
distributor of fasteners and other small parts ("C" Class inventory components) to Original
Equipment Manufacturers ("OEMs"), today issued the following comments with respect to announcements
made on July 8, 2005 regarding its offer for the shares of Infast Group plc ("Infast").
As of July 8, 2005 Anixter's offer for the shares of Infast became wholly unconditional. Anixter
announced on July 6, 2005 that at 1.00 p.m. (London time) on July 5, 2005, acceptances of the offer
had been received with respect to 95.22 percent of the outstanding shares of Infast. On July 8,
2005 the incumbent directors of Infast resigned and they were replaced with a board of directors
comprised of Anixter executives. Anixter has also begun the process of delisting the shares of
Infast. At this time the offer remains open for further acceptances with regard to the Infast
shareholders that had not yet accepted the offer. At an appropriate future date Anixter will
exercise its rights under sections 428 to 430F (inclusive) of the UK Companies Act 1985 to
compulsorily acquire any remaining Infast shares from holders that have not accepted the offer.
Financial results of Infast will be reported with those of Anixter beginning with the third quarter
of 2005.
Commenting on the offer, Bob Grubbs, President and CEO of Anixter, said, "We are pleased that we
were successful with our offer for the shares of Infast. We believe it is an important addition to
that portion of our business which supplies fasteners and other small parts to original equipment
manufacturers. With the addition of Infast we will have projected annual sales in the OEM Supply
market of approximately $750 million per year".
"When our capabilities in the OEM Supply market in the US and the UK are combined with our global
distribution capabilities, we think we are in a unique position to serve the needs of our growing
customer list, wherever and whenever our customers require support. We have a significant amount
of work in front of us to ensure that the acquisitions of the past couple of years come together in
a way that allows our customers to enjoy consistent and seamless world class service from all of
our OEM Supply operations. We are confident that the capabilities, skills and dedication of the
employees throughout the various acquired companies will allow us to be successful in meeting our
customers' needs", commented Grubbs.
"Our goal is to continue to build the Anixter Fasteners
sm
name into a world
class brand that is recognized by customers and suppliers as being the best and most cost effective
supply chain solution for procurement or deployment of fasteners and other small parts in support
of manufacturing operations", said Grubbs.
About Anixter
Anixter International is the world's leading distributor of communication products, electrical and
electronic wire & cable and a leading distributor of fasteners and other small parts ("C" Class
inventory components) to Original Equipment Manufacturers. The company adds value to the
distribution process by providing its customers access to 1) innovative inventory management
programs, 2) more than 275,000 products and nearly $600 million in inventory, 3) 169 warehouses
with more than 4.6 million square feet of space, and 4) locations in 200 cities in 45 countries.
Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under
the symbol AXE.
Safe Harbor Statement
The statements in this news release that use such words as "believe", "expect", "intend,"
"anticipate", "contemplate", "estimate", "plan", "project", "should", "may", or similar expressions
are forward-looking statements. They are subject to a number of factors that could cause the
company's actual results to differ materially from what is indicated here. These factors include
general economic conditions, technology changes, changes in supplier or customer relationships,
commodity price fluctuations, exchange rate fluctuations, new or changed competitors and risks
associated with integration of recently acquired companies. Please see the company's Securities
and Exchange Commission filings for more information.
Additional information about Anixter is available on the Internet at
www.anixter.com

text: Dennis Letham

text: ANIXTER INTERNATIONAL INC.

text: INFAST GROUP plc.

text: Anixter International Inc.

text: Infast Group plc

text: Infast

text: Infast

text: Infast

text: Infast

text: Infast

text: Infast

text: Infast

text: Infast

text: Bob Grubbs

text: Infast

text: Infast


text:
EX-99.1
3
v448408_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
DERMA SCIENCES COMPLETES THE SALE OF ITS FIRST
AID PRODUCTS DIVISION
PRINCETON,
N.J. (September 1, 2016)
-
Derma Sciences, Inc. (Nasdaq: DSCI),
a tissue regeneration company focused on
advanced wound and burn care, announces the completion of the sale of its First Aid Division (FAD) to Dukal Corporation for $12.4
million, including inventory. The proposed sale was first announced on July 27, 2016.
Derma Sciences received approximately $9.7
million in cash at closing and holds a note payable of $2.7 million, with principal and interest being amortized over 36 months.
Dukal has assumed third-party supply agreements, the lease obligation at Derma Sciences' warehouse in Houston and related
personnel expenses, effective as of today.
"With our FAD now in the capable
hands of Dukal, Derma Sciences has added a significant amount of cash and a secured note receivable to an already strong balance
sheet. In addition, we are able to increase our focus on our advanced wound care business", said Stephen T. Wills, Executive
Chairman and Interim Principal Executive Officer. "Recent positive developments including the acquisition of BioD, the launch
of new MEDIHONEY
®
Hydrogel Sheet Dressings and the receipt of HCPCS codes from CMS, as well as the addition of our
AMNIOEXCEL
®
Amniotic Allograft Membrane for reimbursement by MAC contractor National Government Services all support
our forward momentum".
Dukal is a privately-held supplier of a
broad range of best-in-class disposable medical products and patient-care items for all medical markets, with headquarters in Ronkonkoma,
N.Y.
About Derma Sciences, Inc.
Derma Sciences is a tissue regeneration
company focused on patent-protected and proprietary advanced wound and burn care treatments. The Company's lead products
include TCC-EZ®, a gold-standard total contact casting system for diabetic foot ulcers, and its MEDIHONEY® product line,
the leading brand of honey-based dressings for the management of wounds and burns. It is also engaged in the development and commercialization
of novel proprietary regenerative products derived from placental/birth tissues for use in a broad range of clinical applications
including the treatment of complex chronic wounds, acute wounds and localized areas of injury or inflammation, in addition to filling
soft tissue defects or voids. These products are used in orthopedic, spinal and ocular surgical procedures, among others. The Company
also offers a full product line of traditional dressings. For more information, please visit
www.dermasciences.com
.
Forward-Looking Statements
Statements contained in this news release
that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend,"
"could", "estimate" or "continue" are intended to identify forward-looking statements. Readers are
cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially
from any forward-looking statements that may be made in this news release or that are otherwise made by or on behalf of the Company.
Factors that may affect the Company's results include, but are not limited to product demand, market acceptance, impact of competitive
products and prices, product development, completion of an acquisition, the success or failure of negotiations and trade, legal,
social and economic risks. Additional factors that could cause or contribute to differences between the Company's actual results
and forward-looking statements include but are not limited to, those discussed in the Company's filings with the U.S. Securities
and Exchange Commission.
Contacts:
Derma Sciences, Inc.
Stephen T. Wills
Executive Chairman and Interim Principal Executive Officer
swills@dermasciences.com
(609) 514-4744
Investors
LHA
Kim Sutton Golodetz (
kgolodetz@lhai.com
)
Bruce Voss (
bvoss@lhai.com
)
(212) 838-3777
(310) 691-7100
# # #

text: DERMA SCIENCES

text: Derma Sciences, Inc.

text: Dukal Corporation

text: Derma Sciences

text: Derma Sciences

text: Derma Sciences

text: Derma Sciences, Inc.

text: Derma Sciences

text: Derma Sciences, Inc.


text:
EX-99.01
2
a04-15335_1ex99d01.htm
EX-99.01
EXHIBIT 99.01
Press Release
Source: KMG
America Corporation
KMG
America
Corporation Announces Completion of Initial Public Offering and Completion of
Acquisition of Kanawha Insurance Company
Minneapolis, MN,
December 21, 2004 - KMG America Corporation (NYSE:KMA) announced today the completion of its initial
public offering of 21,735,000 shares of common stock, including 2,835,000
shares sold pursuant to exercise in full by the underwriters of their
over-allotment option, at $9.50 per share.
All of the offered shares were newly issued shares of the issuer. The net proceeds from the sale of these
shares, after deducting the underwriting discount and estimated offering
expenses, are approximately $191.3 million.
The shares are listed on the New York Stock Exchange under the trading
symbol "KMA".
KMG
America Corporation also
announced today the completion of its previously announced acquisition of
Kanawha Insurance Company, a provider of voluntary life and health insurance
products in the southeastern United States.
Kanawha is located in Lancaster, South Carolina. KMG America is a
Minnesota based holding company recently formed to acquire Kanawha and to
operate and grow Kanawha's insurance and other related businesses.
Kenneth U. Kuk, the Chairman, President & Chief Executive Officer of KMG America, said "The successful completion of the IPO and
acquisition of Kanawha Insurance Company are important steps in our on-going
effort to create a national group and worksite insurance firm".
Friedman,
Billings, Ramsey & Co., Inc. acted as the sole-bookrunner
and lead managing underwriter of the offering, and Credit Suisse First Boston
and SunTrust Robinson Humphrey are co-managers of the offering.
KMG
America was represented in the offering and the Kanawha acquisition by Hunton & Williams LLP, and
the underwriters were represented in the offering by Gibson, Dunn & Crutcher LLP.
*
*
*
This press release
shall not constitute an offer to sell or the solicitation of an offer to
purchase, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction.
This press release contains forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions that may cause KMG America Corporation's actual results to differ
materially from those expressed in the forward-looking statements including,
but not limited to: implementation of
our business strategy; hiring and retaining key employees; predicting and managing
claims and other costs;
fluctuations in our investment portfolio;
financial strength ratings of our insurance subsidiary; government regulations,
policies and investigations affecting the insurance industry; competitive
insurance products and pricing; reinsurance costs; fluctuations in demand for
insurance products; possible recessionary trends in the U.S. economy; and other
risks that are detailed from time to time in reports filed by the company with
the Securities and Exchange Commission.

text:
KMG
America Corporation

text:
KMG
America
Corporation

text: Kanawha Insurance Company

text: KMG America Corporation

text:
KMG
America Corporation

text: Kanawha Insurance Company

text: Kanawha Insurance Company

text: Billings, Ramsey & Co., Inc.

text: Credit Suisse First Boston

text: SunTrust Robinson Humphrey

text: Hunton & Williams LLP

text: Gibson, Dunn & Crutcher LLP

text: KMG America Corporation


text:
EX-99.1
2
v154548_ex99-1.htm
Unassociated Document
Exhibit
99.1
China
3C Group Completes Acquisition of Jinhua Baofa Logistic, Ltd.
HANGZHOU,
China, July 2, 2009 -- China 3C Group ("China 3C" or the "Company") (OTC
Bulletin Board: CHCG), a retailer and wholesale distributor of consumer and
business products in China, today announced that it has completed the previously
announced acquisition of Jinhua Baofa Logistic, Ltd. ("Jinhua"), a
transportation logistics company in Eastern China.
As
previously disclosed on December 29, 2008, the transaction was structured as an
acquisition through the Company's subsidiaries, Zhejiang Yong Xin Digital
Technology Co., Ltd. and Yiwu Yong Xin Communication Ltd., for a cash
consideration of RMB 120 million (approximately US$17.4 million). For the year
ended December 31, 2008, Jinhua had revenue of $10.5 million, net income of $1.9
million and gross margin of 34.9%.
Jinhua is
a well-known transportation logistics company in Eastern China and has been a
long time transportation provider for China 3C. Jinhua has been in operation
since 2001 and employs approximately 350 people. Jinhua has approximately 280
customers and operates a fleet of more than 70 trucks and transports freight,
including electronics, machinery and equipment, metal products, chemical
materials, garments and handcrafted goods. Its transportation services cover
more than 20 cities in Eastern China, including many of the most developed
cities in the Eastern China region in which China 3C operates, such as Shanghai,
Hangzhou and Nanjing. Mr. Hongfei Guo, CEO of Jinhua, will continue to manage
the business following the closing of this acquisition.
Mr.
Zhenggang Wang, Chairman and Chief Executive Officer of China 3C, commented, "We
are pleased to complete our acquisition of Jinhua and expand our logistical
capabilities. In addition to serving as a transportation provider to our
existing wholesale and retail store-in-store operations, we believe this
logistics company will allow us to more quickly expand into our newly
established direct store and franchise store businesses.
We have
combined Jinhua's transportation network with our distribution network, which we
believe will result in enhanced service and operating efficiency as we expand
our operations into new geographic areas in China. Jinhua's gross margin is
significantly higher than our other business segments, and we believe that
Jinhua can contribute at least $10 million in revenue and $2 million in net
income to our business annually".
Mr.
Hongfei Guo, CEO of Jinhua, commented, "We are very proud to join China 3C Group
and contribute to their operating strategy. At the same time, we believe that
China 3C can provide us with greater financial strength, and enhance our growth
in new and existing markets".
About
China 3C Group
China 3C
is a leading wholesale distributor and retailer of 3C merchandise: computers,
communication products and consumer electronics. The Company specializes in
wholesale distribution and retail sales of 3C products in Eastern China,
focusing on products that make life more comfortable, convenient and connected.
The Company's goal is to become the number one retailer of 3C products in China.
For more information, visit http://www.china3cgroup.com.
For more
information, please contact:
Jason
Yuan, Vice President
China
3C Group
Email:
ir@china3cgroup.com
Bill
Zima
ICR,
Inc.
Tel:
+1-203-682-8200

text:
China
3C Group

text: Jinhua Baofa Logistic, Ltd.

text: China 3C Group

text: Jinhua Baofa Logistic, Ltd.

text: Hongfei Guo

text: Zhenggang Wang

text: Hongfei Guo

text: China 3C Group

text: China 3C Group

text:
Jason
Yuan

text:
China
3C Group


text:
EX-99.1
3
dex991.htm
EXHIBIT 99.1
Exhibit 99.1
Exhibit 99.1
For further information contact:
John W. Bordelon, President and CEO (337) 237-1960
Release Date:
March 12, 2010
For
Immediate Release
HOME BANCORP ANNOUNCES FDIC-ASSISTED ACQUISITION OF CERTAIN DEPOSITS AND
CERTAIN ASSETS OF STATEWIDE BANK
Lafayette, Louisiana - Home Bancorp, Inc. (NASDAQ: "HBCP") (the "Company"), the holding company for Home Bank (www.home24bank.com), a Federally chartered savings bank
headquartered in Lafayette, Louisiana, announced that Home Bank has entered into a purchase and assumption agreement with loss share arrangements with the Federal Deposit Insurance Corporation ("FDIC") to purchase certain assets and to
assume certain deposits and other liabilities of Statewide Bank, a full service community bank headquartered in Covington, Louisiana.
As a result of the transaction, Home Bank will expand its market area through Statewide Bank's six banking offices which are located in Covington, Madisonville, Mandeville, Abita Springs, Slidell and Folsom, Louisiana. Under the terms
of the agreement with the FDIC, Home Bank will acquire approximately $225 million of assets, including approximately $150 million of loans (before loan discounts). Home Bank will assume approximately $225 million in deposits and certain other
liabilities. The loss sharing agreement between the FDIC and Home Bank covers substantially all acquired loans and foreclosed real estate.
"We welcome Statewide Bank's customers to the Home Bank family", said John W. Bordelon, President and Chief Executive Officer of the Company and Home Bank. "Those customers now bank
with one of the strongest community banks in the country. We expect our new customers will be very pleased with the level of service and array of products we provide. We also welcome the employees of Statewide Bank. Given the difficulties faced by
Statewide over the past year, their commitment and dedication to serving customers is admirable".
"This acquisition
provides an ideal opportunity to expand our company into the Northshore (of Lake Pontchartrain) market", added Mr. Bordelon. "We now serve three of the most economically vibrant markets in Louisiana, including our existing presence in
Lafayette and Baton Rouge. We are very excited to bring our unique approach to community banking to the Northshore".
Upon completion of the acquisition, Home Bank will continue to be "well capitalized" under applicable bank regulatory standards and will require no additional capital to complete this transaction.
Home Bank assumed the outstanding deposits of Statewide Bank for no premium and acquired the assets at an $11.9 million discount. The FDIC
will cover 80% of the losses on the disposition of loans and foreclosed real estate up to $41.0 million and it will cover 95% of the losses that exceed $41.0 million. This transaction is expected to be accretive to net income, diluted earnings per
share, book value per share and tangible book value per share. The valuation and purchase price of acquired assets and liabilities will be determined upon completion of adequate valuation appraisals.
With the completion of this transaction, Home Bank now has 18 full-service banking offices in the south Louisiana market areas of Lafayette,
Baton Rouge and the Northshore.
Statewide Bank locations will open under regular operating hours on Saturday, March 13,
2010 and Monday, March 15, 2010 as branches of Home Bank. Statewide Bank depositors will automatically become depositors of Home Bank and deposits will continue to be insured by the FDIC. Depositors can also access their money by writing checks
or using ATM or debit cards. Checks drawn on Statewide Bank will continue to be processed. Loan customers should continue to make their payments as usual.
Home Bank was advised in the transaction by Sandler O'Neill + Partners, L.P. and Elias,
Matz, Tiernan & Herrick LLP.
This news release contains certain forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe", "expect", "anticipate", "intend", "plan,"
"estimate" or words of similar meaning, or future or conditional verbs such as "will", "would", "should", "could" or "may".
Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond our
control - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Forward-looking statements regarding the Statewide Bank transaction are based upon currently available
information provided to us by the FDIC. Actual results could differ materially from those indicated in forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to unanticipated
issues in successfully integrating Statewide Bank offices and operations with Home Bank or failures to realize anticipated cost savings or revenue enhancements. Home Bancorp's Annual Report on Form 10-K describes some additional factors which
could cause actual conditions, events or results to differ significantly from those described in forward-looking statements, including risk elements in the loan portfolio, the level of the allowance for losses on loans, risks of our growth strategy,
geographic concentration of our business, dependence on our management team, risks of market rates of interest and of regulation on our business and risks of competition. Forward-looking statements speak only as of the date they are made. Copies of
the Company's reports filed with the SEC are available on the Company's website,
www.home24bank.com
, under "Investor Relations". We do not undertake to update forward-looking statements to reflect circumstances or events
that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

text: John W. Bordelon

text: HOME BANCORP

text: Home Bancorp, Inc.

text: Home Bank

text: Home Bank

text: Federal Deposit Insurance Corporation

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: John W. Bordelon

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: Home Bank

text: Sandler O'Neill + Partners, L.P.

text:
Elias,
Matz, Tiernan & Herrick LLP

text: Home Bank

text: Home Bancorp


text:
EX-99.1
5
a13-25311_1ex99d1.htm
EX-99.1
Exhibit 99.1
Nexeo Solutions Announces Successful Completion of CSD, Inc. Acquisition
Nexeo Solutions Strengthens End Market Presence through Acquisition of CSD, Inc.
THE WOODLANDS, TX U.S.A. - December 3, 2013 - Nexeo Solutions, a leader in chemicals distribution, announced that they have successfully completed the acquisition of Chemical Specialists and Development, Inc. ("CSD"), also known as Startex Chemical. This move reflects Nexeo Solutions' continued focus and commitment to growth in their dedicated end markets such as energy, PICA (paints, inks, coatings and adhesives) and lubricants.
Through this acquisition, Nexeo Solutions expands its capabilities in formula preparation, custom blending and laboratory testing. The acquisition also enhances Nexeo Solutions' contract chemical packaging, private label chemical packaging and lab capabilities as CSD operates Startex Chemical, Prist, Arpol, and ST Labs in the marketplace.
"We are pleased that the acquisition has closed", said Nexeo Solutions' President and CEO, David Bradley. "It not only advances Nexeo Solutions' strategy, it also strengthens our end market presence and increases our growth in the Gulf Coast region, allowing us to further expand our value proposition for our customers and suppliers across North America.
"We are ready to begin integration activities", according to Steve Cooke, CSD President and CEO. "CSD customers will benefit from a wider selection of products, broader logistics capabilities, and dedicated technical expertise in our end market, while Nexeo Solutions will benefit from our capabilities in small packaging to drive new growth".
Following the acquisition, CSD will continue to operate out of its existing facilities.
About Nexeo Solutions
Nexeo Solutions is the largest global chemical, plastics and composites distributor with a centralized business model. The company provides broad logistics capabilities, in-depth market knowledge, dedicated technical expertise and Environmental Services. As a private company employing approximately 2300 employees with operations across North America, Europe and Asia, Nexeo Solutions is a leading distributor of chemicals, plastics, composites and environmental services. Learn more at www.nexeosolutions.com.
About CSD
CSD is a leading chemical distribution company and provider of specialty chemicals. With approximately 200 employees, CSD operates Startex, Prist, Arpol, STX Freight and ST Labs in the marketplace. Their operating units offer formula preparation, contract chemical packaging, custom chemical blending, custom chemical packaging, laboratory testing and shipping services
.
###
FOR FURTHER INFORMATION PLEASE CONTACT
Media Relations, Nexeo Solutions
Tel. +1 281 297 0058, Media.relations@nexeosolutions.com
Investor Relations, Nexeo Solutions
Tel. +1 281 297 0850, Investor.relations@nexeosolutions.com

text: Nexeo Solutions

text: CSD, Inc.

text: Nexeo Solutions

text: CSD, Inc.

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions

text: Nexeo Solutions


text:
EX-99.1
3
a07-8889_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS
RELEASE
SILICON LABORATORIES CLOSES SALE OF AERO
® PRODUCT LINES TO NXP
-
Company Focused on Long-Term Growth Potential and
Sustainable Competitive
Advantages of Mixed-Signal Business -
AUSTIN, Texas - March 23, 2007 -
Silicon Laboratories Inc. (Nasdaq: SLAB), a
leader in high-performance, analog-intensive, mixed-signal integrated circuits
(ICs), today announced it finalized the sale of the Aero product lines to NXP,
formerly Philips Semiconductor.
"With the close of this transaction, our focus will be on mixed-signal
product lines where the expected return on investment is aligned with our
business model targets", stated Necip Sayiner, president and chief executive
officer of Silicon Laboratories.
Announced in February 2007, NXP purchased the Aero product lines,
including the Aero
transceiver,
AeroFONE™
single-chip phone and power amplifier, for $285 million in cash. There is an additional earn-out
potential of up to an aggregate of $65 million over the next three years based
on the broad acceptance of AeroFONE technology.
About
Silicon Laboratories Inc.
Silicon Laboratories Inc. is a leading
designer of high-performance, analog-intensive, mixed-signal integrated
circuits (ICs) for a broad range of applications. Silicon Laboratories' diverse
portfolio of highly-integrated, patented solutions is developed by a
world-class engineering team with decades of cumulative expertise in
cutting-edge mixed-signal design. The company has design, engineering,
marketing, sales and applications offices throughout North America, Europe and
Asia. For more information about Silicon Laboratories, please visit www.silabs.com.
About NXP
NXP
is a top 10 semiconductor company founded by Philips more than 50 years ago.
Headquartered in Europe, the company has 38,000 employees working in 26
countries across the world. NXP creates semiconductors, system solutions and
software that deliver better sensory experiences in mobile phones, personal
media players, TVs, set-top boxes, identification applications, cars and a wide
range of other electronic devices. News from NXP is located at www.nxp.com.
Forward Looking Statement
This press release contains forward-looking statements based on Silicon
Laboratories' current expectations. The words "believe", "estimate", "expect", "intend,"
"anticipate", "plan", "project", "will" and similar phrases as they relate to
Silicon Laboratories are intended to identify such forward-looking statements.
These forward-looking statements reflect the current views and assumptions of
Silicon Laboratories and are subject to various risks and uncertainties that
could cause actual results to differ materially from expectations. Among the
factors that could cause actual results to differ materially from those in the
forward-looking statements are the following: risks relating to the achievement
of the earn-out; the potential for unexpected liabilities related to the
disposition of the business; risks that Silicon Laboratories may not be able to
maintain its historical growth; average selling prices of products may decrease
significantly and rapidly, dependence on a limited number of products and
customers; difficulties developing new products that achieve market acceptance;
risks that Silicon Laboratories may not be able to manage strains associated
with this divestiture and/or any future growth or acquisitions; dependence on
key personnel; and other factors that are detailed in Silicon Laboratories'
filings with the SEC. Silicon Laboratories disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
#
# #
Note to editors: The
Silicon Labs logo is a trademark of Silicon Laboratories Inc. All other product
names noted herein may be trademarks of their respective holders.
INVESTOR CONTACT:
Silicon Laboratories Inc., Kellie Nugent, (972) 239-5119 x 125, knugent@sheltongroup.com
MEDIA CONTACT: Silicon
Laboratories, Inc., Kirstan Ryan, (512) 416-8500, kirstan.ryan@silabs.com
NXP Semiconductors:
Heather Drake, +31 40 27 65949, heather.drake@nxp.com

text: SILICON LABORATORIES

text: NXP

text: Silicon Laboratories Inc.

text: NXP

text: Necip Sayiner

text: Silicon Laboratories

text: NXP

text: Silicon Laboratories Inc.

text: Silicon Laboratories Inc.

text: Silicon Laboratories

text: Silicon Laboratories

text: NXP

text: NXP

text: NXP

text: NXP

text:
Silicon
Laboratories

text: Silicon Laboratories

text: Silicon Laboratories

text: Silicon Laboratories

text: Silicon Laboratories

text: Silicon Laboratories

text: Silicon Laboratories

text: Silicon Laboratories Inc.

text: Silicon Laboratories Inc.

text:
Silicon
Laboratories

text: NXP


text:
EX-99.1
5
a08-1053_1ex99d1.htm
EX-99.1
Exhibit
99.1
Press
Contact:
Patrick
Van de Wille
Ashton
Partners
312-553-6704
Direct
Investor
Contact:
Hilary
Andron
Ashton
Partners
FOR IMMEDIATE RELEASE
877-934-4687
investor@kratosdefense.com
KRATOS DEFENSE & SECURITY SOLUTIONS ANNOUNCES
CLOSE ON ACQUISITION OF HAVERSTICK CONSULTING, INC. AND SECURES A NEW CREDIT
FACILITY OF $85 MILLION
SAN DIEGO, CA
,
DECEMBER
31, 2007
- Kratos
Defense and Security Solutions, Inc. (Nasdaq: KTOS), a leading national defense and
security solutions provider, today announced that it has completed the
acquisition of Haverstick Consulting, Inc.,
which was previously announced. The transaction was completed using a
combination of cash and Kratos stock. The total purchase
price was $90 million, which includes $69 million in cash and approximately 7.6
million unregistered shares of Kratos stock valued at
approximately $21 million. For this transaction, Kratos
successfully secured a new credit facility of $85 million arranged by KeyBanc Capital Markets (NYSE: KEY). This credit facility,
which includes a $25 million line of credit and $60 million in term notes, will
replace the previous credit facility of $35 million and will be used to fund
the Haverstick acquisition, working capital needs,
and positions Kratos to continue to execute its strategy.
"This acquisition is a major strategic milestone for Kratos and significantly expands our services and solutions
in areas of competitive differentiation", said Eric DeMarco,
president and CEO of Kratos Defense &
Security Solutions, Inc. "From a financial perspective, this transaction positions
Kratos to generate revenue in excess of $300 million
in 2008, and is expected to be immediately accretive to Kratos'
operating income and EBITDA, and equally importantly to the Company's overall
EBITDA rate which continues to increase. Free cash flow and EBITDA are two of
the key financial metrics we will strive to improve upon in 2008 after our
business right-sizing and rationalization resulting from the recent wireless
business divestitures is complete at the end of the first quarter. Additionally,
t
hrough this merger
,
we are adding nearly 500 highly skilled technical professionals and engineers with
expertise in the areas of military weapons and target range support as well as
targets and missile operations and maintenance. In addition, Haverstick has significant experience with suborbital
rockets and rocket launch support services, including proprietary rights to the
Orion Rocket Program, which
provides mission-critical
support in the area of ballistic missile O&M for the Department of Defense.
Haverstick is a terrific company with great
experience, long-term customer relationships, and valuable contract vehicles
which will considerably expand our combined past performance qualifications
allowing Kratos to qualify for and bid on larger
contract vehicles. A very significant point to highlight regarding Haverstick's contract vehicles is that virtually all of Haverstick's government contracts are not small business or
8(A) set aside in nature. This
means that substantially all of Kratos' existing
government contracts, including those we obtain from Haverstick
through this transaction, are classified as full-and-open vehicles as we enter
2008. This is very important as we move to grow the business going forward. This
transaction also extends our relationship with the Navy, Air Force and a range
of non-DoD agencies. This is a pivotal transaction for
Kratos and positions the Company for continued growth
in 2008."
Haverstick will become a wholly owned
subsidiary and operating business unit within Kratos.
Haverstick's existing management team will remain in
its current Indianapolis, Indiana location. Howard Bates, formerly the Founder of
Haverstick Consulting, Inc., will continue to
provide leadership for the newly-formed sector which includes nearly 500
employees. Key members of the Haverstick management
team are under contractual obligation to remain with Kratos
to ensure the long-term success of the organization.
"I am excited to see the company we have built move into the next stage
of growth and opportunity", said Howard Bates, former president and CEO of Haverstick Consulting, Inc. "Over Haverstick's
history, we have assembled an impressive team of engineers, managers, technical
experts and IT professionals and we have created some outstanding long term
customer relationships. By joining forces now with Kratos,
Haverstick enters into the "next phase" of its
business expansion with a leading government defense and security contractor that
is well-positioned with the DoD
and Public sector markets. In bringing the transaction to a close, I am
confident this merger with Kratos is the right step for
Haverstick, its employees and all of our customers.
Our team looks forward to the tremendous opportunities ahead with Kratos, and I want to thank our Haverstick
employees and the entire Indianapolis community for their continued support".
Kratos will hold a conference call
on Wednesday, January 2 at 1:30 p.m. Pacific Time to discuss this
acquisition and other aspects of its recent business activities. The call will
be webcast over the Internet and can be accessed at
www.kratosdefense.com.
About Kratos Defense & Security Solutions
Based in San Diego,
California, and located throughout the United States and at key military
locations, Kratos Defense & Security
Solutions, Inc. (Nasdaq: KTOS) provides mission
critical engineering, IT services and war fighter solutions for the U.S.
federal government and for state and local agencies. Principle services include C4ISR, weapon
systems lifecycle support, military weapon range and technical services,
network engineering services, advanced IT services, security and surveillance
systems, and critical
infrastructure design and integration. Kratos Government Solutions, Inc. is a wholly-owned subsidiary of Kratos Defense & Security Solutions, Inc. News
and information is available at www.KratosDefense.com.
Notice Regarding Forward-Looking
Statements
This news release contains certain forward-looking
statements including, without limitation, expressed or implied statements
concerning the Company's expectations regarding the timing of closing of the
acquisition, anticipated benefits to be realized from the acquisition, future
financial performance and cash flows, including 2008 revenues, EBIT and EBITDA
and market developments that involve risks and uncertainties. Such statements
are only predictions, and the Company's actual results may differ materially.
Factors that may cause the Company's results to differ include, but are not
limited to: risks that the closing will be delayed or that the conditions to
closing will not be satisfied; risks that funding is unavailable or delayed
because KeyBanc is not satisfied with the results of
its due diligence investigation; risks that the anticipated benefits of the
acquisition will not be achieved; risks that the integration will prove more
costly, take more time, or be more distracting than currently anticipated; risks
that the recent divestitures and change in business focus will cause disruption
of the Company's operations and distraction of its management; risks that the Company's
name change will cause disruption to individual and/or institutional
shareholders; risks of adverse regulatory action or litigation; risks
associated with debt leverage; risks that changes or cutbacks in spending by
the U.S. Department of Defense may occur, which could cause delays or
cancellations of key government contracts; failure to successfully consummate
acquisitions or integrate acquired operations and competition in the
marketplace which could reduce revenues and profit margins. The Company
undertakes no obligation to update any forward-looking statements. These and
other risk factors are more fully discussed in the Company's Annual Report on Form 10-K
for the period ended December 31, 2006, the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 2007, and in other filings made with
the Securities and Exchange Commission.

text: KRATOS DEFENSE & SECURITY SOLUTIONS

text: HAVERSTICK CONSULTING, INC.

text:
Kratos
Defense and Security Solutions

text: Haverstick Consulting, Inc.

text:
Kratos Defense &
Security Solutions

text: Haverstick Consulting, Inc.

text: Haverstick Consulting, Inc.

text: Kratos Defense & Security Solutions

text:
Kratos Defense & Security
Solutions

text: Kratos Defense & Security Solutions


text:
EX-99.1
3
closingpressreleasen315791.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
NEWS RELEASE
For further information contact:
Kirk J. Meche Jeffrey M. Favret
Chief Executive Officer Chief Financial Officer
713.714.6100 713.714.6100
FOR IMMEDIATE RELEASE
Monday, January 4, 2016
GULF ISLAND FABRICATION, INC.
ANNOUNCES THE COMPLETION OF THE ACQUISITION OF LEEVAC SHIPYARDS' ASSETS
Houston, TX - Gulf Island Fabrication, Inc. (NASDAQ: GIFI) today announced that pursuant to the asset purchase agreement dated December 23, 2015, between LEEVAC Shipyards, LLC and its related affiliates (collectively, "LEEVAC"), certain owners of LEEVAC and a Gulf Island subsidiary, the purchase of substantially all of LEEVAC's assets, including LEEVAC's leasehold interests at its marine fabrication facilities in Jennings, Louisiana and Lake Charles, Louisiana, and substantially all of LEEVAC's machinery and equipment, was completed.
Additionally, in connection with the transaction, Gulf Island has entered into an agreement to lease LEEVAC's marine fabrication facility in Houma, Louisiana. The purchase price for the LEEVAC assets was $20.0 million, subject to a working capital adjustment under which Gulf Island received at closing a dollar-for-dollar reduction for the assumption of certain net liabilities of LEEVAC and settlement payments from sureties on certain ongoing fabrication projects that were assigned to Gulf Island in the transaction. After taking into account these adjustments, Gulf Island received approximately $1.6 million in cash at closing. In addition, the transaction added approximately $112.0 million of incremental contract backlog.
Chris Vaccari, President and Chief Executive Officer of LEEVAC said, "I am very excited to become a part of the Gulf Island management team. To compete in today's marine fabrication market place and serve an increasingly more sophisticated customer you must have access to the best talent, tools, and facilities, and I believe this transaction creates a group of shipyards that will better meet the demands of the market".
Kirk Meche, President and Chief Executive Officer of Gulf Island stated that "the closing of the acquisition of the LEEVAC assets accomplishes a key strategic initiative of management, expanding our marine fabrication and vessel repair and maintenance presence in the Gulf South market and
diversifying our fabrication capabilities. I want to personally welcome the former LEEVAC employees who have joined our team".
PPHB, LP acted as exclusive financial advisor to Gulf Island in the transaction. Gulf Island was advised on legal matters exclusively by Jones Walker LLP. LEEVAC was advised on legal matters exclusively by McGlinchey Stafford PLLC.
Gulf Island Fabrication, Inc., based in Houston, Texas, with fabrication facilities located in Houma, Louisiana, and San Patricio County, Texas, is a leading fabricator of offshore drilling and production platforms, hull and/or deck sections of floating production platforms and other specialized structures used in the development and production of offshore oil and gas reserves. These structures include jackets and deck sections of fixed production platforms; hull and/or deck sections of floating production platforms (such as tension leg platforms "TLPs", "SPARs", "FPSOs", and "MinDOCs"), piles, wellhead protectors, subsea templates and various production, compressor and utility modules, offshore living quarters, towboats, liftboats, tanks and barges. The Company also provides offshore interconnect pipe hook-up, inshore marine construction, manufacture and repair of pressure vessels, heavy lifts such as ship integration and TLP module integration, loading and offloading of jack-up drilling rigs, semi-submersible drilling rigs, TLPs, SPARs, or other similar cargo, onshore and offshore scaffolding, piping insulation services, and steel warehousing and sales.
Cautionary Statements
This press release includes forward-looking statements that are generally identifiable through the use of words such as "believe", "expect", "intend", "plan", "estimate", "anticipate", "project", "will" and similar expressions. These forward-looking statements rely on assumptions, estimates and predictions that could be inaccurate and that are subject to risks and uncertainties that could cause actual results to differ materially from Gulf Island's goals or forecasts. These risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to an indemnification or other legal or equitable claim in connection with the transaction; the effect of the transaction on Gulf Island's relationships with its customers, operating results and business generally; the effects of local and national economic, credit and capital market conditions; and other risk factors described in Gulf Island's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. Gulf Island disclaims any obligation or intent to update or revise any forward-looking statements in order to reflect events or circumstances after the date of this release.

text: GULF ISLAND FABRICATION, INC.

text: LEEVAC SHIPYARDS

text: Gulf Island Fabrication, Inc.

text: LEEVAC Shipyards, LLC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: LEEVAC

text: Chris Vaccari

text: LEEVAC

text: Kirk Meche

text: LEEVAC

text: LEEVAC

text: PPHB, LP

text: Jones Walker LLP

text: LEEVAC

text: McGlinchey Stafford PLLC

text: Gulf Island Fabrication, Inc.