dataset: buster

text:
EX-99.1
8
a15-15044_1ex99d1.htm
EX-99.1
Exhibit 99.1
TopBuild Spin-Off from Masco Corporation Completed
and Trading as Independent Company Begins
DAYTONA BEACH, Fla., July 1, 2015 /PRNewswire/ -
TopBuild Corp. (NYSE: BLD), the leading installer and distributor of insulation products to the United States construction industry, announced today the successful completion of its spin-off from Masco Corporation (NYSE: MAS) into an independent, publicly-traded company.
TopBuild is comprised of the former Masco Contractor Services business, now called TruTeam, a nationwide installer of insulation, and Service Partners, a nationwide distributor of residential insulation products and related accessories. TopBuild reported revenue of $1.5 billion in 2014, which represents a compound annual growth rate of 12% since 2012.
After market close on June 30, 2015, Masco Corporation distributed to its stockholders one share of TopBuild common stock for every nine shares of Masco common stock held at time of close of business on the record date of June 19, 2015. TopBuild common stock will begin "regular-way" trading today under the symbol "BLD" on the New York Stock Exchange.
"Today we begin a new chapter in the exciting TopBuild story by becoming a separately traded public company. As the leading installer and distributor of insulation products in the United States, we serve residential and commercial builders of all sizes from coast to coast. Our geographic presence and industry leading service positions us extremely well to drive shareholder value", said Jerry Volas, TopBuild's Chief Executive Officer.
He continued, "Being part of Masco for the past 20 years has provided TopBuild with the people, processes and systems to prosper as a separate company. On behalf of our 8,000 associates nationwide, I would like to thank everyone at Masco who has contributed to our success. We welcome Masco's shareholders as our own and we look forward to continued success".
About TopBuild
TopBuild Corp. is the leading installer and distributor of insulation products to the United States construction industry, based on revenue. TopBuild provides insulation installation services nationwide through its Contractor Services business, TruTeam, which has over 190 installation branches located in 43 states. TopBuild also distributes insulation nationwide through its Service Partners business from over 70 distribution centers located in 35 states. In addition to insulation products, TopBuild also installs or distributes other building products, including rain gutters, garage doors, fireplaces, shower enclosures, closet shelving and roofing. Further, TopBuild is a leader in building science and winner of the 2015 Energy Star Partner of the Year award from the U.S. Department of Energy. More information on TopBuild and its TruTeam and Service Partners divisions may be found at www.topbuild.com.
Safe Harbor Statement
Statements contained in this press release that reflect our view about future performance constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "believe", "anticipate", "appear", "may", "might", "will", "should", "intend", "plan", "estimate", "expects", "assume", "seek", "forecast", "anticipates", "appears", "believes", "estimates", "predicts", "potential", or "continue", the negative of these terms and other similar references to future period. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements. Our future performance may be affected by our reliance on residential new construction, residential repair/remodel and commercial construction, our reliance on third-party suppliers and manufacturers, our ability to attract, develop and retain talented personnel and our sales and labor force, our ability to maintain consistent practices across our locations, our ability to maintain our competitive position, and our ability to realize the expected benefits of our spin-off from Masco Corporation. We discuss many of the risks we face under the caption entitled "Risk Factors" in the information statement filed a part of our Registration Statement on Form 10. Our forward-looking statements in this press release speak only as of the date of this press release. Factors or events that could cause of actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.
Contact
Investor Relations and Media
Idalia Rodriguez
IR@topbuild.com
386-304-2088
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/topbuild-spin-off-from-masco-corporation-completed-and-trading-as-independent-company-begins-300107321.html
SOURCE TopBuild Corp.
#####

label: organization

text: Masco Corporation

text: TopBuild Corp.

text: Masco Corporation

text: Masco Corporation

text: TopBuild Corp.

text: Masco Corporation

text: TopBuild Corp.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
suen8kexh99-1.htm
SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. JULY 7, 2010 PRESS RELEASE
suen8kexh99-1.htm
Exhibit 99.1
Sunwin Sells Veterinary Medicine Subsidiary to Focus on Core Stevia and Herb Operations
QUFU, CHINA - 07/07/10 - Sunwin International Neutraceuticals, Inc. (OTC.BB:
SUWN
), one of the top global providers of high quality stevia extracts including Rebaudioside A 98, today announced that the Company has entered into a Stock Sale and Purchase Agreement to sell its 100% ownership interest in Shengya Veterinary Medicine Co., Ltd. ("Shengya") to Mr. Laiwang Zhang, the Company's President and Chairman of its Board of Directors.
Shengya manufactures and sells a variety of veterinary medicines in China that historically represented a small percentage of total revenue. The Board of Directors approved the sale to Mr. Zhang in exchange for five million shares of Sunwin common stock owned by Mr. Zhang. The transaction is expected to close by July 31, 2010. The Company is determined to streamline its product offering to focus on its core business of producing and selling stevia and other herb-based products including herb extracts, and herb medicines.
Commenting on the transaction, Dongdong Lin, CEO of Sunwin stated, "We believe the divestiture of this subsidiary will enable our team to focus more of its efforts on our core stevia operations in China and North America. We are confident that there is a great future ahead for Sunwin both in stevia and herbal-based products and we intend to utilize all of our resources to make that great future a reality for Sunwin and its shareholders".
About Sunwin International Neutraceuticals, Inc.
Sunwin International Neutraceuticals, Inc. is a vertically integrated leader in the area of all natural, zero calorie stevia sweeteners in addition to the production and sale of essential traditional Chinese medicines, veterinary medicines and feeds prepared from 100 percent natural herbal ingredients. As an industry leader in agricultural processing, Sunwin has built an integrated global firm with the sourcing and production capabilities to meet the needs of consumers throughout the world. For more info about Sunwin, please visit their web site at
www.sunwininternational.com
.
Safe Harbor Statement
Sunwin International Neutraceuticals, Inc. is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "estimated", "intends", "plans", "believes" and "projects") may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our guidance and expectations regarding our stevia and herb based products.
We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2009.
Contact:
Lillian Wong
U.S. Representative
954-363-7333
ir@sunwininternational.com

text: Sunwin

text: Veterinary Medicine Subsidiary

text: Shengya Veterinary Medicine Co., Ltd.

text: Mr. Laiwang Zhang

text: Mr. Zhang

text: Sunwin

text: Mr. Zhang

label: person

text: Dongdong Lin

text: Sunwin

text: Sunwin

text: Sunwin

text: Sunwin

text: Sunwin


text:
EX-99.2
3
a08-30253_1ex99d2.htm
EX-99.2
Exhibit 99.2
COMMERCE ENERGY, INC.
600 Anton Boulevard
Suite 2000
Costa Mesa, CA 92626
Commerce Energy Group, Inc.
600 Anton Boulevard
Suite 200
Costa
Mesa, CA 92626
Ladies and Gentlemen:
You and our secured
lenders (being AP Finance, LLC and Commerce Gas and Electric Corp.) have
notified us that a default exists under the Note and Warrant Purchase Agreement
dated August 21, 2008 and the Security Agreement of the same date between
us and AP Finance, LLC (as amended and assigned, the "
Secured Debt
"). You have confirmed to us that, immediately
prior to the effectiveness of this Agreement, AP Finance, LLC will have sold
and assigned to Commerce Gas and Electric Corp., and Commerce Gas and Electric
Corp. will have accepted and assumed, all of AP Finance, LLC's remaining right,
title and interest in and to, and obligations under, the Secured Debt. We understand that the secured lenders have
proposed to accept: (1) 100% of the shares of stock in us, and (2) all
shares of stock of Power Efficiency Corporation owned by you, which are pledged
as collateral for the Secured Debt, in satisfaction of that debt (the "
Debt Satisfaction Transaction
"). We would benefit significantly from the
satisfaction of the Secured Debt, and to induce you to accept the proposal from
our secured lenders we agree with you as follows:
1.
We
will pay to you today a dividend of $3,100,000 which you agree to hold in trust
until you accept the proposal and promptly return if you do not confirm your
written acceptance of the proposal to AP Finance, LLC and Commerce Gas and
Electric Corp. on or prior to 5:00 p.m. PST, December 12, 2008.
2.
We
confirm that, with respect to all contracts on which you and we are jointly
liable, or with respect to which you have guaranteed our obligations, including
all those which are set out as items 7 through 13 on Schedule A, we will fully
perform. We will pay and perform all of
our accounts, trade payables or other matters arising from the operation of the
business of Commerce Energy, Inc. (regardless of by whom such claim is
payable), all contracts of Commerce Energy Group, Inc. listed on Schedule
A to this letter, and contracts of Commerce Energy Group, Inc. related to
the business and operations of Commerce Energy, Inc. not listed involving
aggregate payments or other consideration payable or receivable by or to
Commerce Energy Group, Inc. thereunder over the term of each such contract
of less than $100,000 per contract. We
will indemnify you and your directors, officers, employees, representatives and
agents against any loss, claim, cause of action, liability, damage or expense
based on or arising from our failure to perform any of such obligations or
agreements or from claims made against you because you were our
shareholder,
excluding claims based on or arising from federal or state securities laws,
environmental laws, or income tax laws.
3.
We
will make available to your accountants all records and reasonable assistance
needed to file federal and state income tax returns for your fiscal year ended July 31,
2008 and for the period ending on the date your stockholders approve
dissolution or dissolution otherwise occurs, provided such dissolution occurs
in 2009. You agree that we may review
and comment upon such returns before they are filed. We agree that any liability on such returns
attributable to our operations is our responsibility, but you and we confirm
that our tax advisors have determined no state or federal income tax is
currently due or anticipated to be due.
4.
We
hereby assume responsibility for the sponsorship and administration of your
employee benefit plans which cover our employees, except for the Commonwealth
Energy Corporation 1999 Equity Incentive Plan, the Commerce Energy Group, Inc.
2006 Stock Incentive Plan, and the Commerce Energy Group, Inc. Amended and
Restated 2005 Employee Stock Purchase Plan,
which
you will terminate. You and we will
cooperate to obtain any required consents of third parties as soon as
practicable. To the extent that the
consent of a third party is required in respect of an employee benefit plan,
such assumption hereunder will not be effective until such consent is obtained,
but we will nonetheless pay any amounts for which you would be responsible for
such plan. We will pay all costs to
document such transfer of responsibility (including costs in respect of
appropriate plan amendments to remove you as sponsor or fiduciary). It is acknowledged that it is our mutual
intent that such assumptions hereunder take place effective as of today, to the
extent permitted by the applicable plans and the providers thereof.
5.
We
hereby assume all liability for that certain Lease dated as of July, 2006
between SP IV Millennium Center, L.P. and Commerce Energy Group, Inc. for Suite 950-East,
at Urban Towers-East, 222 West Las Colinas Boulevard, Irving, Texas as amended
by Amendment No. 1 dated as of September 12, 2007, and you hereby
assign to us all rights and benefits thereunder (including, without limitation,
all rights to any refund or return of deposits or like amounts thereunder), and
we will indemnify you and your directors, officers, employees, representatives
and agents for any loss, claim, cause of action, liability, damage or expense
based on or arising from such lease.
6.
We
hereby assume all responsibility for the defense of the proceedings identified
on Schedule B to this Agreement and all related claims and will indemnify you
and hold you and your directors, officers, employees, representatives and
agents harmless from and against any loss, claim, cause of action, liability,
damage or expense arising in connection with such matter. You will provide us with all requested
cooperation and assistance in connection with our conduct of the defense of
such proceedings as we may from time to time require.
7.
We
will assume the amended employment agreements with the individuals referred to
on Schedule C to this letter on such terms as are mutually acceptable to us and
such individuals as described in items 1, 2, 4 and 5 of Schedule A.
2
8.
We
will pay $218,000 of the premiums for a six year extension of policies No. 610-61-40
(D&O), ELU105497-08 (D&O Excess), HS-0303-2136-070608 (Side A) and
00-667-19-79 (EPLI) issued by American Insurance Group or one of its subsidiaries
(it being acknowledged that you will pay the balance of the premiums owing in
respect of such policies).
9.
We
will store your corporate records and make them available to your officers,
representatives or agents for the purpose of winding up your corporate affairs
provided that we shall have no duty except to exercise reasonable care. After December 31, 2012 we shall have
the right to destroy these records unless you or your representatives have
requested delivery of the records to them at their expense.
10.
We
will permit Mr. Douglas Mitchell as part, but not all, of his employment
by us while it continues pursuant to his amended employment agreement, to
administer the orderly winding up of your business and will provide him
reasonable administrative and office support (irrespective of the length of
time his employment with us continues) for a period of three (3) months
following the Debt Satisfaction Transaction.
11.
We
agree to execute and deliver such assignment and assumption agreements or other
instruments, and take such other actions, as you may reasonably request to
further document, confirm or carry out the provisions of this Agreement.
[SIGNATURE PAGE
FOLLOWS]
3
COMMERCE ENERGY, INC.,
a California
corporation
By:
/s/ C. Douglas Mitchell
Name:
C. Douglas Mitchell
Title:
CFO
Accepted, agreed and
confirmed this 11
th
day of December, 2008.
COMMERCE ENERGY GROUP,
INC.,
a Delaware corporation
By:
/s/ C. Douglas Mitchell
Name:
C. Douglas Mitchell
Title:
CFO

text: AP Finance, LLC

text: Commerce Gas and Electric Corp.

text: AP Finance, LLC

text: AP Finance, LLC

text: Commerce Gas and Electric Corp.

text:
Commerce Gas and Electric
Corp.

text: AP Finance, LLC

text: AP Finance, LLC

text:
Commerce Gas and
Electric Corp.

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell


text:
EX-99.1
2
s8414form8-kex991.htm
EXHIBIT 99.1
S8414form8-k EX 99.1
For Immediate Release
Syniverse Completes Acquisition of Aicent
New capabilities position Syniverse as the leader in LTE enablement
to deliver the future potential of mobile
TAMPA, Fla. - Aug. 4, 2014 - Syniverse today announced that it has completed its acquisition of Aicent for approximately $292 million, after working capital, 2013 EBITDA, cash and other adjustments. This acquisition is expected to expand Syniverse's global communications network, drive increased value to customers through augmented real-time intelligence services, and extend the company's global reach to mobile subscribers, enterprises and mobile operators, especially in Asia.
With the acquisition complete, Syniverse is the leader in the enablement of LTE roaming and interconnect, offering direct connectivity critical to deliver the advanced mobile experiences that end users expect in 4G and beyond, including VoLTE. In particular, Syniverse now enables direct reach to half of the global mobile population across nine of the top 10 international voice routes and 16 of the top 20 international roaming routes. In addition, the company provides an expanded messaging footprint with added direct SMS and MMS connectivity.
"Combining our global networks, in particular increasing our direct IPX connections, will give Syniverse additional reach to help the world's mobile service providers deliver the connectivity end users demand and to fully realize the value of LTE networks", said Jeff Gordon, President and CEO, Syniverse. "With our customers as our top focus, we believe we are better positioned to deliver on the promise of mobile context throughout our expanded footprint for the exchange of real-time information, which we expect will ultimately lead to an enhanced mobile experience for end users everywhere".
The acquisition brings to Syniverse connectivity, roaming and interworking solutions that can ultimately enable Syniverse's customers to deliver enhanced, contextual mobile experiences. For example, Syniverse now supports increased IPX Diameter signaling traffic, making it possible for a growing number of end users around the globe to enjoy LTE.
"In addition to expanded global reach, the acquisition is expected to increase our in-region technology development and customer support, so we can facilitate a seamless transition for our customers, as they remain our top priority", Gordon said. "This is an excellent combination of top mobile experts and networks that will benefit players across the entire mobile ecosystem, and I look forward to what's ahead as we serve our customers in new ways".
About Syniverse
Syniverse is the leading global transaction processor that connects more than 1,500 mobile service providers, enterprises, ISPs and OTTs in nearly 200 countries and territories, enabling seamless mobile communications across disparate and rapidly evolving networks, devices and applications. We deliver innovative cloud-based solutions that facilitate superior end-user experiences through always-on services and real-time engagement. For more than 25 years, Syniverse has been simplifying complexity to deliver the promise of mobility - a simple, interoperable experience, anytime, anywhere. For more information, visit www.syniverse.com, follow Syniverse on Twitter or connect with Syniverse on Facebook.
# # #
For more information:
Bobby Eagle
Syniverse Public Relations
+1 813.766.8592
bobby.eagle@syniverse.com

text: Syniverse

text: Aicent

text: Syniverse

text: Syniverse

text: Aicent

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Jeff Gordon

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse

text: Syniverse


text:
EX-99
4
ex99_2form8k-071305.txt
EXHIBIT 99.2
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
JULY 7, 2005
INTERLINE BRANDS, INC. EXPANDS ITS SPECIALTY DISTRIBUTOR MRO BUSINESS
WITH THE ACQUISITION OF COPPERFIELD
JACKSONVILLE, Fla., July 7, 2005 / PRNewswire / -- Interline Brands, Inc. (NYSE:
IBI) ("Interline" or the "Company"), a national distributor and direct marketer
of maintenance, repair and operations (MRO) products, announced today that it
has acquired Copperfield (CCS Enterprises, Inc.), a national distributor and
direct marketer of specialty ventilation and chimney maintenance products.
Copperfield is headquartered in Fairfield, Iowa. Copperfield's annual sales for
their fiscal year ending November 2004 were $41 Million.
Interline funded the $70 million transaction with borrowings under its existing
senior credit facility, including a new $50 million term loan. The Company
expects the acquisition to be accretive to earnings in 2005.
"The acquisition of Copperfield fits well with our strategy of acquiring
businesses with leadership positions in residential repair markets. We were
attracted to Copperfield because of its strong catalog brand, national
distribution coverage and EBITDA margins exceeding 20%", said Michael Grebe,
President and Chief Executive Officer of Interline Brands. "We were able to
acquire Copperfield at an attractive price, and believe the acquisition offers
numerous ways to grow sales and improve profitability".
"Copperfield's strengths in direct marketing and multi-channel sales fit
extremely well with our operations and our culture. This acquisition enables us
to continue to expand our HVAC business, and provides purchasing leverage and
sourcing opportunities. Our goal is to utilize the existing Interline Brands
infrastructure to improve operations, to expand our addressable market, and to
cross sell items to Copperfield's customer base from the expansive Interline
product offering", added Grebe. "We are very pleased to have the Copperfield
management team join Interline Brands".
Founded in 1979, Copperfield has successfully followed a strategy of providing
superior customer service to a broad range of specialty contractors and other
distributors, through its skilled sales and service staff, a comprehensive
catalog and an extensive product offering. Copperfield operates 6 distribution
centers throughout the United States and employs over 125 associates. The
company offers more than 5,000 brand name and private label repair and
replacement items including chimney replacement and relining products, specialty
ventilation components, hearth products and gas and electrical appliances.
ABOUT INTERLINE
Interline Brands, Inc. is a leading national distributor and direct marketer
with headquarters in Jacksonville, Florida. Interline provides maintenance,
repair and operations (MRO) products to approximately 150,000 professional
contractors, facilities maintenance professionals, hardware stores, and other
customers across North America and Central America.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this release which are not historical facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in, or
implied by, forward-looking statements. The company has tried, whenever
possible, to identify these forward-looking statements using words such as
"projects", "anticipates", "believes", "estimates", "expects", "plans,"
"intends", and similar expressions. Similarly, statements herein that describe
the company's business strategy, outlook, earnings projections, objectives,
plans, intentions or goals are also forward-looking statements. The risks and
uncertainties involving forward-looking statements include the successful
closing of the Copperfield transaction, the failure to locate, acquire and
integrate acquisition candidates (including integrating Copperfield), material
facilities systems disruptions and shutdowns, the dependence on key employees
and certain other risks described in the company's Form 10-K, (Commission File
No. 001-32380). These statements reflect the company's current beliefs and are
based upon information currently available to it. Be advised that developments
subsequent to this release are likely to cause these statements to become
outdated with the passage of time. The company does not currently intend,
however, to update the information provided today prior to its next earnings
release.
CONTACT: TOM TOSSAVAINEN
PHONE: 904-421-1441

text: INTERLINE BRANDS, INC.

text: COPPERFIELD

text: Interline Brands, Inc.

text: Copperfield (CCS Enterprises, Inc.)

text: Copperfield

text: Copperfield

text: Copperfield

text: Copperfield

text: Michael Grebe

text: Copperfield

text: Copperfield

text: Copperfield

text: Copperfield

text: Copperfield

text: Copperfield

text: Interline Brands, Inc.

text: Copperfield

text: Copperfield


text:
EX-99.1
3
ex99-1.txt
PRESS RELEASE
Exhibit 99.1
Online Vacation Center Holdings Corp. announced today the consummation of the
sale of its Phoenix International Publishing Unit
April 1, 2008
PLANTATION, Fla., -- (BUSINESS WIRE) -- Online Vacation Center Holdings Corp.
(OTCBB: ONVC) announced today the consummation of the sale of its Phoenix
International Publishing Unit.
On March 31, 2008, Online Vacation Center Holdings Corp. completed the sale of
its Phoenix International Publishing LLC unit to Simon Todd pursuant to the
terms of an Acquisition Agreement, dated March 31, 2008, by and among Online
Vacation Center Holdings Corp., a Florida corporation, Phoenix International
Publishing, a Delaware limited liability corporation, and Simon Todd.
Pursuant to the Acquisition Agreement, ONVC received 1,250,000 shares of ONVC
common stock from Simon Todd at closing. Upon execution of the Acquisition
Agreement, Mr. Todd resigned as Vice President of ONVC. Prior to the acquisition
of Phoenix by ONVC, Mr. Todd was the owner, sole member and President of
Phoenix. ONVC acquired Phoenix from Simon Todd on August 31, 2006 for 1,450,000
shares of ONVC common stock.
Edward Rudner, CEO of Online Vacation Center Holdings Corp. said. "While we are
sorry to lose Simon as a member of our senior management team, the sale of
Phoenix is consistent with our previous commitment to focus on synergistic
business lines such as Dunhill Vacations and Online Vacation Center".
About Online Vacation Center Holdings
Online Vacation Center Holdings Corp. is a Florida holding company, focused on
building a network of diversified vacation marketers with a wide range of
products that can be cross-sold to an extensive customer base. Online Vacation
Center Holdings Corp. is one of the country's largest cruise retailers. Its
portfolio of travel companies, including Online Vacation Center, Dunhill
Vacations and Curves Travel, allows customers to research, plan and purchase a
vacation. The Company, based in Plantation, Florida, has been in business for
over 30 years and became publicly traded in March 2006. Additional information
can be found at www.onlinevacationcenter.com.
Forward Looking Statements
This press release contains forward-looking statements, which are subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based upon current expectations, assumptions and projections
about Online Vacation Center Holdings Corp. ("ONVC") and its industry. Readers
are cautioned that these forward-looking statements are only predictions and may
differ materially from actual results due to a variety of factors, including,
but not limited to: the business and economic conditions, growth trends in the
travel industry; variation in customer demand for ONVC's products and services,
our dependency on travel providers for their inventory and other risks described
in ONVC's Annual Report on Form 10-KSB for fiscal 2006 filed with the SEC on
March 21, 2006 and in other SEC filings made after the date of this press
release. Any forward-looking statements are based on management's beliefs as of
the date of this press release and we undertake no obligation to update these
statements for any reason, even if new information becomes available.
ONVC-F
SOURCE: Online Vacation Center Holdings Corp.
Online Vacation Center Holdings Corp.
Edward B. Rudner, 954-377-6400

text: Online Vacation Center Holdings Corp.

text: Phoenix International Publishing Unit

text: Online Vacation Center Holdings Corp.

text:
Phoenix
International Publishing Unit

text: Online Vacation Center Holdings Corp.

text: Simon Todd

text:
Online
Vacation Center Holdings Corp.

text: Simon Todd

text: Simon Todd

text: Simon Todd

text: Edward Rudner

text: Online Vacation Center Holdings Corp.

text: Online Vacation Center Holdings Corp.

text:
Online Vacation
Center Holdings Corp.

text: Online Vacation Center Holdings Corp.

text: Online Vacation Center Holdings Corp.

text: Online Vacation Center Holdings Corp.


text:
EX-99.2
3
v348844_ex99-2.htm
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
American Realty Capital Properties
Announces Monthly Dividend for July 2013
ARCP's Annualized Dividend Will
Increase to $0.94 Per Share Upon Close of CapLease Acquisition
New York, New York, June 28, 2013
- American Realty
Capital Properties, Inc. ("ARCP" or the "Company") (NASDAQ: "ARCP") announced today that, pursuant
to the prior authorization of its board of directors, ARCP has declared an annualized dividend of $0.910 per share to be paid monthly
to stockholders of record at the close of business on the 8
th
day of each month, payable on the 15
th
day
of such month. Accordingly, on July 15, 2013, the Company will pay a dividend of $0.07583 per share to stockholders of record at
the close of business on July 8, 2013.
Additionally, as previously announced, the Company's board
of directors has authorized the seventh consecutive quarterly increase to its annualized dividend from $0.910 per share to $0.940
per share per annum, contingent upon, and effective with, the close of the Company's acquisition of CapLease, Inc. The Company
expects to close such acquisition late in the third quarter of 2013.
About ARCP
ARCP is a publicly traded Maryland corporation listed
on The NASDAQ Global Select Market that qualified as a real estate investment trust for U.S. federal income tax purposes
beginning in the taxable year ended December 31, 2011, focused on acquiring and owning single tenant freestanding
commercial properties subject to net leases with high credit quality tenants. Additional information about the ARCP can be
found on its website at
www.arcpreit.com
.
ARCP
may disseminate important information regarding the Company and its operations, including financial information, through
social media platforms such as Twitter, Facebook and LinkedIn.
Important Notice
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as "anticipate", "believe,"
"expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements
include these words.
Contacts
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
Diccicco Battista Communications
American Realty Capital Properties, Inc.
tdefazio@ddcworks.com
bblock@arlcap.com
Ph: 484-342-3600
Ph: 212-415-6500

text: ARCP

text: CapLease

text: ARCP

text: ARCP

text: ARCP

text: CapLease, Inc

text: ARCP

text: ARCP

text: ARCP

text: ARCP


text:
EX-99.1
5
exh_991.htm
PRESS RELEASE
EdgarFiling
EXHIBIT 99.1
UFP Technologies Acquires DAS Medical
NEWBURYPORT, Mass., Dec. 23, 2021 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), an innovative designer and custom manufacturer of components, subassemblies, products, and packaging primarily for the medical market, today announced the acquisition of DAS Medical, Inc. Founded in 2010 and headquartered in Atlanta, Georgia, with manufacturing in the Dominican Republic, DAS is a medical device contract manufacturer specializing in the design, development and production of single-use surgical equipment covers, robotic draping systems and fluid control pouches.
"Adding DAS Medical to the UFP MedTech portfolio is another important step in our growth strategy", said R. Jeffrey Bailly, chairman, CEO, and president of UFP Technologies. "DAS's expertise in thin film converting and near-shore manufacturing is a perfect complement to our best-in-class RF welding technologies. Along with our new facility in Tijuana, Mexico, this adds another low-cost manufacturing option for our customers".
"We are also excited to be partnering with the DAS management team", Bailly said. "We are strategically and culturally aligned, with a laser focus on creating value for customers in similar growth segments. We currently share key strategic customers, and can now create more value by offering a full suite of services for single-use, flexible material-based medical devices".
According to Daniel Lee, DAS's president and CEO, "Joining forces with UFP's MedTech team is a fantastic strategic fit. We both have expertise in creating differentiated solutions leveraging expertise in medical film converting for critical single-use applications. With access to UFP's sales engine, development engineers and growing technology portfolio, we will be able to accelerate the growth of our proven low-cost manufacturing platform in the Dominican Republic".
About UFP Technologies, Inc.
UFP Technologies is an innovative designer and custom manufacturer of components, subassemblies, products, and packaging primarily for the medical market. Utilizing highly specialized foams, films, and plastics, we convert raw materials through laminating, molding, radio frequency welding, and fabricating techniques. We are diversified by also providing highly engineered solutions to customers in the aerospace & defense, automotive, consumer, electronics, and industrial markets.
Forward Looking Statements
This press release contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Such statements include, but are not limited to: the anticipated effects on us of acquiring DAS Medical, Inc.; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect our business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, as well as other risks and uncertainties that are detailed in the documents we file with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents we file with the SEC, specifically the last report on Form 10-K. The forward-looking statements contained herein speak only of our expectations as of the date of this press release. We expressly disclaim 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.
Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com

text: UFP Technologies

text: DAS Medical

text: UFP Technologies, Inc.

text: DAS Medical, Inc.

text: DAS Medical

text: R. Jeffrey Bailly

text: UFP Technologies

text: UFP Technologies, Inc.

text: UFP Technologies

text: DAS Medical, Inc.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
BETWEEN
STERLING FINANCIAL CORPORATION
AND
THE PENNSYLVANIA STATE BANKING COMPANY
WHEREAS, Sterling Financial Corporation ("Sterling") and The Pennsylvania State Banking
Company ("Pennsylvania") have entered into an Agreement and Plan of Merger dated June 14, 2004 (the
"Agreement");
WHEREAS, the Parties intend that unless specifically defined herein, all capitalized terms in
this Amendment shall have the same meaning as the defined terms in the Agreement;
WHEREAS, the Parties mutually agree to amend and modify the Agreement to clarify the
disposition of Pennsylvania Common Stock owned, directly or indirectly, by Sterling in reference to
the election and exchange procedures for holders of Pennsylvania Common Stock;
WHEREAS, the Parties believe that this Amendment is in the best interests of all parties.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and conditions
contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sterling and Pennsylvania, intending to be legally bound hereby,
agree as follows:
1.
Effective as of the date of this Amendment, Section 2.02 of the Agreement is
amended to add the following as Subsection 2.02(g):
Cancellation of Certain Common Stock.
Notwithstanding any other provision of this
Section 2.02, on the Effective Date, each share of Pennsylvania Common Stock, which is
owned, directly or indirectly, by Sterling or any of its Subsidiaries (other than shares
that are held in trust, managed, custodial or nominee accounts and the like and which are
beneficially owned by third parties or held for debts previously contracted) shall be
cancelled and no cash, stock or other property shall be delivered in exchange therefore.
2.
The parties further agree that this Amendment is an amendment within the
meaning of Section 8.03 of the Agreement and that this Amendment complies with the
terms and provisions thereof.
3.
Except as provided in this Amendment, all terms and conditions of the
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in
counterparts by their duly authorized officers and their corporate seals to be affixed
thereon this 30
th
day of November, 2004.
ATTEST:
STERLING FINANCIAL
CORPORATION
By: /s/ Douglas P. Barton
By:/s/ J. Roger Moyer, Jr.
J.
Roger Moyer, Jr.
President and Chief Financial Officer
ATTEST:
THE PENNSYLVANIA STATE
BANKING COMPANY
By:/s/ Paul H. Weidman
By:/s/ William E. Miller, Jr.
Paul H. Weidman, Secretary
William E. Miller, Jr., Chairman

text: STERLING FINANCIAL CORPORATION

text: THE PENNSYLVANIA STATE BANKING COMPANY

text: Sterling Financial Corporation

text:
The Pennsylvania State Banking
Company

text:
STERLING FINANCIAL
CORPORATION

text:
THE PENNSYLVANIA STATE
BANKING COMPANY

text: Paul H. Weidman

text: Paul H. Weidman


text:
EX-99.1
4
ea143990ex99-1_mawsoninfra.htm
PRESS RELEASE DATED JULY 9, 2021
Exhibit 99.1
Mawson Infrastructure Group Inc. announces acquisition
of Luna Squares LLC
Mawson to move to 100% ownership over time
Sydney, Australia - July 9th, 2021 -
Mawson Infrastructure Group Inc (OTCQB:MIGI) ("Mawson"), a Digital Infrastructure provider with diversified operations
across bitcoin mining and digital asset management, announces it has increased its ownership in Luna Squares LLC ("Luna Squares")
from 50% to 90%, with the remaining 10% subject to performance hurdles.
The immediate acquisition of the additional 40%
of Luna Squares cements Mawson's ownership of this high-quality hosting and proprietary bitcoin mining facility in Georgia, USA.
Luna Squares has seen substantial growth in the
first half of 2021, growing from 3MW to over 12MW online as of June 30, 2021. The site from where Luna Squares operates has in excess
of 100MW of future power capacity and will be used for a combination of third-party hosting customers and Mawson's own proprietary
bitcoin mining operations.
James Manning, CEO and Founder of Mawson, said,
"The Mawson team has built Luna Squares LLC from the ground up. It is a high-quality and rapidly expanding facility and is the
cornerstone of our business today. We are working closely with our local partners to expand the site and look forward to updating shareholders
on this front in due course".
###
About Mawson Infrastructure
Mawson Infrastructure Group is a digital infrastructure
provider, with diversified operations across Cryptocurrency Mining and Digital Asset Management. Headquartered in Sydney, Australia and
operating across the USA and Australia, Mawson Infrastructure Group's mission is to build a bridge between the rapidly emerging
digital asset industry and traditional capital markets, with a strong focus on shareholder returns. Mawson matches energy infrastructure
with next-generation mobile data centre solutions, enabling the proliferation of blockchain technology.
For more information, visit: www.mawsoninc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this press
release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as
"expect", "intend", "plan", "anticipate", "believe", and "will,"
among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements. These forward-looking statements are based upon Mawson's current expectations and
involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation,
Mawson's need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets
and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset
mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information
about the risks and uncertainties affecting Mawson is contained under the heading "Risk Factors" included in Mawson's
Quarterly Report on Form 10-Q filed with the SEC on May 19, 2021, and in other filings Mawson has made and may make with the SEC in the
future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made.
Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by
such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances
that exist after the date on which they were made, except as may be required by law.
Investor Contact:
Brett Maas
646-536-7331
brett@haydenir.com
www.haydenir.com

text: Mawson Infrastructure Group Inc.

text: Luna Squares LLC

text: Mawson Infrastructure Group Inc

text: Luna Squares LLC

text: James Manning

text: Luna Squares LLC


text:
EX-99.1
4
a08-26145_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
GREEN
PLAINS RENEWABLE ENERGY, INC.
COMPLETES
MERGER WITH VBV LLC AND ITS SUBSIDIARIES
OMAHA, NE - October 15,
2008 (Market Wire)
- Green
Plains Renewable Energy, Inc. (NASDAQ: GPRE) announced that it has
completed the previously-announced merger with VBV LLC and its subsidiaries ("VBV"),
effective at 12:01 a.m. on Wednesday, October 15, 2008. The
merger creates one of the nation's largest publicly-traded ethanol production companies,
with complementary grain, agronomy, feed, fuel, and ethanol marketing and
distribution operations.
At closing, VBV and its
subsidiaries were merged into subsidiaries of Green Plains. VBV equity
holders
received Green Plains' common stock and options
totaling 11,139,000 shares. Simultaneously at closing, certain of VBV's
equity holders invested $60 million in Green Plains' common stock by purchasing
an additional six million shares at a price of $10 per share.
"We are excited to close this merger with VBV", said
Wayne Hoovestol, Chief Executive Officer. "As a result, Green Plains
triples its operating capacity. After VBV is fully integrated, the
combined organization expects to achieve improved efficiency levels and lower
costs of production. In addition, we now have a strong balance
sheet to pursue new opportunities for strategic growth".
Post-merger, Green Plains has four ethanol plants
and eight grain elevators, with
an expected annual
operating capacity of 330 million gallons of ethanol and grain storage capacity
of 22 million bushels. As part of the merger, Green Plains added an operating
ethanol plant in Indiana and an ethanol plant in Tennessee that is expected to
start production later this year, along with an ethanol marketing and distribution
business with national scope.
"We are proud to be a part of Green Plains", said
Todd Becker, VBV's Chief Executive Officer, who joins Green Plains as President
and Chief Operating Officer, "The additional investment by VBV's equity holders
demonstrates their commitment to the industry and the company".
"We thank our shareholders who supported this merger,"
concluded Hoovestol. "We welcome our new employees from VBV and its
subsidiaries. Green Plains is now larger, more diversified, better capitalized,
and in a stronger position to take advantage of opportunities, which we believe
will enhance long-term shareholder value".
The corporate offices remain in Omaha. Because
the NASDAQ is treating the transaction as a reverse merger, a fifth letter is
added to the trading symbol for a period of 20 business days. For the next 20 business days, Green Plains
common stock will trade under the symbol "GPRED." Thereafter, beginning on November 10,
2008, the common stock will resume trading under the symbol "GPRE".
About
Green Plains Renewable Energy, Inc.
Green
Plains, based in Omaha, Nebraska, has the strategy of becoming a
vertically-integrated, low-cost ethanol producer. Green Plains' ethanol segment
operates two plants in Iowa with a combined operating capacity of approximately
110 million gallons of ethanol per year.
Green Plains also recently acquired two ethanol plant subsidiaries that
are expected to have an ethanol operating capacity of approximately 220 million
gallons of ethanol per year, with production expected to begin in fall
2008. Green Plains' agribusiness segment
operates grain storage facilities with a capacity of approximately 19 million
bushels. Additionally, the agribusiness segment has complementary agronomy,
feed and petroleum businesses.
Two
of Green Plains' shareholders Bioverda International Holdings Limited and
Bioverda Holdings US LLC are wholly-owned subsidiaries of NTR plc. NTR plc is a leading international developer
and operator of renewable energy and sustainable waste management projects.
Wilon Holdings S.A, a company organized under the laws of Panama and based in
Dublin Ireland, is controlled by Alain Treuer, a Switzerland-based entrepreneur
and venture capitalist. Mr. Treuer has helped develop successful
businesses in diverse sectors such as telecom, renewable energy, consumer
goods, internet security and biotechnology.
This
news release may contain, among other things, certain forward-looking
statements, with respect to Green Plains Renewable Energy, Inc. ("Green
Plains"), VBV LLC ("VBV") and the now combined company following the completed
mergers (the "Mergers") between Green Plains and VBV, and between Green Plains
and Indiana Bio-Energy, LLC, and Ethanol Grain Processors, LLC (the "VBV
Subsidiaries") and related transactions (the "Merger Transactions"), as well as
the goals, plans, objectives, intentions, expectations, financial condition,
results of operations, future performance and business of Green Plains,
including, without limitation, (i) statements relating to the benefits of
the Mergers, including future financial and operating results, cost savings,
enhanced revenues and the accretion/dilution to reported earnings that may be
realized from the Merger Transactions, (ii) statements regarding certain
of Green Plains' goals and expectations with respect to shareholder value,
revenue, expenses and the growth rate in such items, as well as other measures
of economic performance, including statements relating to estimates of Green
Plains' capitalization, and (iii) statements preceded by, followed by or
that include the words "may", "could", "should", "would", "believe", "anticipate,"
"estimate", "expect", "intend", "plan", "projects", "outlook" or similar
expressions. Although we believe that our expectations regarding future events
are based on reasonable assumptions, any or all forward-looking statements in
this report may turn out to be incorrect. They may be based on inaccurate
assumptions or may not account for known or unknown risks and uncertainties.
Consequently, no forward-looking statement is guaranteed, and actual future
results may vary materially from the results expressed or implied in our
forward-looking statements. The cautionary statements in this report expressly
qualify all of our forward-looking statements. In addition, the Company is not obligated,
and does not intend, to update any of its forward-looking statements at any
time unless an update is required by applicable securities laws.
The
following factors, among others, could cause Green Plains' financial
performance to differ materially from that expressed in such forward-looking
statements: (i) that the combination of Green Plains and VBV may not
result in a stronger company; (ii) the risk that the businesses of Green
Plains and/or VBV in connection with the Mergers will not be integrated
successfully or such integration may be more difficult, time-consuming or
costly than expected; (iii) the risk that expected revenue synergies and
cost savings from the recent Merger Transactions may not be fully realized or
realized within the expected time frame; (iv) the risk that revenues
following the Merger Transactions may be lower than expected; (v) operating
costs, revenue loss and business disruption following the Merger Transactions,
including, without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (vi) the risk that the strength
of the United States economy in general and the ethanol industry specifically
may be different than expected results; (vii) potential litigation; (viii) technological
changes; (ix) the effect of corporate restructurings, acquisitions and/or
dispositions, including, without limitation, the Merger Transactions and Green
Plains' merger with Great Lakes Cooperative which was consummated on April 3,
2008, and the actual restructuring and other expenses related thereto, and the
failure to achieve the expected revenue growth and/or expense savings from such
corporate restructurings, acquisitions and/or dispositions; (x) unanticipated
regulatory or judicial proceedings or rulings; (xi) the impact of changes in
accounting principles; (xii) the impact on Green Plains' businesses, as well as
on the risks set forth above, of various domestic or international military or
terrorist activities or conflicts; (xiii) the impact of changes in state and
federal energy, environmental, agricultural or trade policies, and (xiv) Green
Plains' success at managing the risks involved in the foregoing.
Green
Plains cautions that the foregoing list of factors is not exclusive. All
subsequent written and oral forward-looking statements concerning Green Plains,
the Merger Transactions or other matters and attributable to Green Plains or
any person acting on its behalf are expressly qualified in their entirety by
the cautionary statements above. Green Plains does not undertake any obligation
to update any forward-looking statement, whether written or oral, relating to
the matters discussed in this news release.
Company
Contact:
Scott
B. Poor, Corporate Counsel / Director of Investor Relations
Green Plains Renewable
Energy, Inc.
(402) 884-8700
www.gpreinc.com

text:
GREEN
PLAINS RENEWABLE ENERGY, INC.

text: VBV LLC

text:
Green
Plains Renewable Energy, Inc.

text: VBV LLC

text: VBV

text: VBV

text: Green Plains

text: VBV

text: Green Plains

text: VBV

text: Green Plains

text: VBV

text: Wayne Hoovestol

text: Green Plains

text: VBV

text: Green Plains

text: Green Plains

text: Green Plains

text: VBV

text: Green Plains

text: VBV

text: VBV

text: Green Plains

text: Green Plains

text: Green Plains Renewable Energy, Inc.

text:
Green
Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains

text: Green Plains Renewable Energy, Inc.

text:
Green
Plains

text: VBV LLC

text: VBV

text: Green Plains

text: VBV

text: Green Plains

text: VBV

text: Green Plains

text: Green Plains

text:
Green
Plains

text: Green Plains

text: Green Plains

text: VBV

text:
Green
Plains

text: VBV

text:
Green
Plains

text: Green Plains

text:
Green
Plains

text:
Green
Plains

text: Green Plains

text: Green Plains

text: Green Plains

text:
Green Plains Renewable
Energy, Inc.


text:
EX-99.1
4
v090210_ex99-1.htm
Unassociated Document
Xcorporeal,
Inc. Closes Merger with CT Holdings Enterprises, Inc. and Begins
Trading
LOS
ANGELES-October 15, 2007
-
Xcorporeal, Inc. (OTCBB: XCPL) today announced that it has completed its merger
with CT Holdings Enterprises, Inc. (OTCBB: CTHE),
under
which XCorporeal, Inc. has emerged as the surviving entity. Xcorporeal now
trades under the symbol XCPL on the Over-the-Counter Bulletin
Board.
About
Xcorporeal
Xcorporeal,
Inc. is a medical device company developing an innovative extra-corporeal
platform
of products that may be used in devices to replace the function of various
human
organs. The platform leads to four initial products; devices for home and
hospital renal replacement therapy (RRT), the Wearable Artificial Kidney (WAK),
and an application for ultrafiltration treatments of patients with congestive
heart failure (CHF). These devices will seek to provide patients with improved,
efficient and cost effective therapy. The WAK is a revolutionary device intended
to enable patients with End-Stage Renal Disease (ESRD) to achieve a quality
of
life closer to that of healthy individuals. A prototype of the WAK and the
ultrafiltration device have been successfully tested in human subjects. The
RRT
markets represent multibillion dollar opportunities for Xcorporeal.
Xcorporeal
is developing a portable, multifunctional renal replacement device that will
offer cost effective therapy for those patients suffering from Acute Renal
Failure (ARF), which causes a rapid decline in kidney function. In the U.S.,
the
disease affects more than 200,000 patients annually, with a mortality rate
of
50%. The Xcorporeal platform technology is a natural fit for the hospital market
of RRT since it is designed to provide cost-effective, continuous therapy
without the need for expensive replacement fluids. The projected 2007 market
opportunity for the U.S. is approximately $1.4 billion. The disposable market
is
expected to grow at 10% per year while the devices typically need to be replaced
every five years. The Company intends to commercialize this device in the first
half of 2009.
Xcorporeal
also plans to commercialize a home Hemodialysis machine and the WAK for the
ESRD
market, which includes patients with severe kidney disease in which the kidneys
cease to function. Xcorporeal's devices will combine the best attributes of
currently marketed home hemodialysis machines to create devices offering
patients a convenient, durable and truly portable device for home use. The
Company believes its machines will provide a cost-effective alternative to
current home treatment modalities, due to their ability to offer hemodialysis
without the need for dialysate fluids.
There
are
approximately 350,000 patients receiving dialysis therapy in the United States.
At such a stage, patients require either a kidney transplant or dialysis to
avoid complications that are life threatening. Chronic kidney disease is the
ninth leading cause of death in the United States and is one of the most
expensive chronic diseases, with cost exceeding $30 billion per year.
Approximately 75 million Americans are at risk of developing chronic renal
failure. Worldwide, there are approximately 1.2 million people suffering from
chronic kidney failure at an annual cost of approximately $50 billion. There
is
currently no cure for chronic renal failure and therapy focuses on controlling
the symptoms, minimizing complications and slowing disease progression.
The
WAK
will, in addition, allow patients to undergo dialysis 24 hours a day/7 days
a
week, thereby mimicking the function of a healthy kidney. The WAK will be fully
automated, battery operated, light-weight and waterproof.
Xcorporeal
is also developing a portable device that will provide hospitalized CHF patients
suffering from fluid overload with a simple, efficient and cost effective
ultrafiltration therapy. This device may decrease the costs for healthcare
providers and hospitals since it may reduce the number and length of hospital
stays. CHF is the primary cause of fluid overload a major cause of recurrent
hospitalization, disability and death. CHF annually affects approximately 6
million people in the U.S. and costs the U.S. healthcare system approximately
$33.2 billion. The Company plans to develop this product through the prototype
phase and then intends to out-license or partner this product in
2008.
During
the fourth quarter 2006, Xcorporeal completed private placements of its common
stock to institutional and accredited investors for gross proceeds of
approximately $29.4 million. The Company currently has 14.4 million common
shares outstanding.
Additional
Company information may be found on the Internet at:
www.xcorporeal.com.
Forward-Looking
Statements
Except
for statements of historical fact, the matters discussed in this press release
are forward looking and made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements reflect numerous assumptions and involve a variety of risks and
uncertainties, many of which are beyond the company's control that may cause
actual results to differ materially from stated expectations. These risk factors
include, among others, limited operating history, difficulty in developing,
exploiting and protecting proprietary technologies, intense competition and
substantial regulation in the medical device industry; and additional risks
factors as discussed in the reports filed by the company with the Securities
and
Exchange Commission, which are available on its website at
http://www.sec.gov.
Company
Contact
Robert
Weinstein
Chief
Financial Officer
Xcorporeal,
Inc.
Tel.:
310.424.5738

text:
Xcorporeal,
Inc.

text: CT Holdings Enterprises, Inc.

text: Xcorporeal, Inc.

text: CT Holdings Enterprises, Inc.

text: XCorporeal, Inc.

text:
Xcorporeal,
Inc.

text:
Robert
Weinstein

text:
Xcorporeal,
Inc.


text:
EX-99.1
3
dbrm_ex991-90616.htm
PRESS RELEASE DATED JUNE 11, 2009
dbrm_ex991-90616.htm
EXHIBIT
99.1
Daybreak
Announces New Partner in California Oil Project
SPOKANE,
Washington, June 11, 2009 -- Daybreak Oil and Gas, Inc., (OTC Bulletin Board:
DBRM) ("Daybreak" or the "Company") a Washington Corporation, is pleased to
announce that O&G Energy Partners, LLC and its partners ("O&G") have
acquired a 25% working interest in Daybreak's East Slopes Project located in the
southern San Joaquin Basin, California.
Daybreak recently acquired
this interest from its original partners in the East Slopes Project, when the
original partners defaulted in their financial obligations with respect to the
project.
Daybreak
will receive total compensation in the amount of $1,212,500; of which $512,500
in cash was received at today's closing; and, a future production payment of
$700,000 to be payable out of production from (a) 25% of the purchasing party's
net revenue from the Sunday #1 and Bear # 1 wells; and, (b) 50% of their net
revenue from all future wells. O&G will also assign to Daybreak a 25%
participating interest in a 14,100 acre Seismic Option Area under lease in Kern
County, California.
This acreage is
immediately north of the East Slopes Project area.
James F.
Westmoreland, President and Chief Executive Officer, stated, "We are very
pleased with our new partners. The principals are very experienced in
the oil and gas business and will bring added value and financial stability to
our project.
Also by
participating in the Seismic Option Area, Daybreak was able to expand its
exploration exposure to the north of our Sunday and Bear discoveries.
We plan to shoot the
seismic over the acreage during 2010".
Daybreak
Oil and Gas, Inc. is an independent oil and gas company engaged in the
exploration, development and production of oil and gas.
The Company holds projects
in Alabama, California, and Louisiana.
For more
information about Daybreak Oil and Gas, Inc., please visit its website at
www.daybreakoilandgas.com.
Contact:
Ed Capko
Telephone: 815-942-2581
Investor
Relations Email: edc@daybreakoilandgas.com
"Safe
Harbor" Statement under Private Securities Litigation Reform Act of 1995:
Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Information
contained herein contains "forward-looking statements" which can be identified
by the use of forward-looking terminology such as "believe", "expect", "may",
"should", "up to", "approximately", "likely", or "anticipates" or the negative
thereof or given that the future results covered by such forward looking
statements will be achieved.
Such forward-looking
statements involve a number of known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.

text: Daybreak

text: Daybreak Oil and Gas, Inc.

text: Daybreak

text: O&G Energy Partners, LLC

override: organization

text: Daybreak's East Slopes Project

text: Daybreak

text: Daybreak

text: Daybreak

text:
James F.
Westmoreland

text: Daybreak

text:
Daybreak
Oil and Gas, Inc.

text: Daybreak Oil and Gas, Inc.


text:
EX-99.1
3
pressrelease_final.htm
EXHIBIT 99.1
Press Release_Final
Exhibit 99.1
February 20, 2015
LAS VEGAS GLOBAL BUSINESS DISTRICT TAKES MAJOR STEP FORWARD
LVCVA Buys Riviera Hotel & Casino, Begins Las Vegas' Next Evolution
Las Vegas, NV--- The Las Vegas Convention and Visitors Authority (LVCVA) Board of Directors voted today to approve a contract for the purchase of the historic Riviera Hotel & Casino's 26 acre site as the cornerstone for its planned Las Vegas Global Business District.
"Today marks an exciting new milestone in Las Vegas' long history of reinvention and evolution and ensures Las Vegas' meeting and convention industry remains the envy of the world for decades to come", said Rossi Ralenkotter, president/CEO of the LVCVA. "The Las Vegas Global Business District is the single most important economic development project in the state, and it will generate thousands of good-paying jobs and help lay a strong economic foundation for the benefit of the entire community. This strategic acquisition of land gives us the much needed space for expansion while also providing a highly visible presence on one of the most famous streets in the world, the Las Vegas Strip, and is essential in helping us to reach our goal of 45 million visitors".
Under the agreement, the LVCVA will purchase the site for a total of $182.5 million. Funds for the acquisition will be drawn from the LVCVA's bank credit facility with JPMorgan. The LVCVA will issue long-term bonds to retire the bank credit within the next two years. Terms of these bonds will follow the standard public bonding process.
Nevada Governor Brian Sandoval said, "Las Vegas has proven time and again, its ability to reinvent itself as the economic engine for Southern Nevada. For the better part of 60 years, this historic property has created memories for millions of guests and will always have a place in the history of this great city. As the storied resort makes way for the Global Business District, this site will continue to play an integral role in the attraction of visitors to Nevada".
The Las Vegas Global Business District is projected to bring 6,000 construction period jobs to Southern Nevada and the construction portion alone is projected to generate $3.6 billion in economic activity. When the project is complete, the resulting increase in economic activity could sustain up to 6,000 permanent jobs and generate an estimated incremental economic impact of nearly $700 million and $221 million in wages and salaries.
The $2.3 billion project is the largest economic development initiative the LVCVA has undertaken since the Las Vegas Convention Center was originally built in the late 1950s. The expansion project is expected to lead to an additional 480,000 new attendees as current conventions grow and through attracting an estimated 20 new trade shows and conventions.
The Riviera site is a key component of the LVCVA's land acquisition strategy, providing an iconic entrance to the Global Business District on the world-famous Las Vegas Strip. Envisioned to be completed in two phases, the first phase focuses on the Riviera site and includes
750,000square feet of new exhibit space and 187,500 square feet of supporting meeting space as part of the 1.8-million-square-foot new expansion.
Phase two focuses on renovating the existing convention center and includes a 100,000-square-foot general session space and another 100,000 square feet of meeting space. Including public areas and service areas, the expansion and renovation expand the facility from its current total footprint of 3.2 million square feet to nearly 5.7 million square feet. Once construction begins, the entire project is expected to take five to eight years to complete.
The owners and management of the Riviera Hotel & Casino have notified its employees and their union representatives of the agreement and are working with resort partners and the unions in identifying alternative employment options.
"We recognize the long-standing history and loyalty that many of our associates have demonstrated to the Riviera throughout the years. Tasked with handling the logistics of winding down the operation, we will focus our attention on the approximate 1,000 associates and many guests who have visited the property year after year. We will activate multiple resources and channels to assist in making a smooth transition for all those impacted", said John Groom, Chief Operating Officer of Paragon Gaming, the management company for the Riviera Hotel & Casino.
"This is clearly an exciting opportunity for Las Vegas as a destination and we wish nothing but success to the Las Vegas Convention and Visitors Authority as they look at ushering in a new era at this site", said Rob Kunkle, President and General Manager of the Rivera Hotel & Casino.
In addition to the $2.3 billion convention center expansion and renovation, the Las Vegas Global Business District is a visionary project that includes developing a district concept in the neighborhoods surrounding the center. The district would provide a distinct look and feel to the area and provide the opportunity for economic development related to the industry, including the development of a global business center that utilizes the facility's World Trade Center designation to attract corporations wanting to interact with the tens of thousands of businesses who visit the convention center each year.
The Global Business District also includes plans for a centralized transportation hub that would be the centerpiece to a new transportation plan for the entire city. The LVCVA is working closely with the Regional Transportation Commission of Southern Nevada and transportation authorities and companies to develop a more efficient and expanded transportation system in the valley.
The Las Vegas Convention Center currently hosts approximately 1.2 million convention delegates each year. Those visitors and the conventions they attend support 14,000 local jobs, sustain $530 million in wages, and generate an annual economic impact of $1.7 billion.
More information on the Las Vegas Global Business District can be found at GlobalBusinessDistrict.com.
ABOUT THE LVCVA
The Las Vegas Convention and Visitors Authority (LVCVA) is charged with marketing Southern Nevada as a tourism and convention destination worldwide, and also with operating the Las Vegas Convention Center and Cashman Center. With more than 150,000 hotel rooms in Las Vegas alone and nearly 11 million square feet of meeting and exhibit space citywide, the
LVCVA's mission centers on attracting ever increasing numbers of leisure and business visitors to the area. For more information, go to www.lvcva.com or www.lasvegas.com.
Journalists and news organizations can access video of the Las Vegas Global Business District, the Riviera Hotel & Casino and today's announcement as well as photos and HD video of Las Vegas events on the Las Vegas Convention and Visitors Authority's media center at www.thenewsmarket.com/LVCVA.
# # #
For More Information Contact:
LVCVA Contact:
Dawn Christensen
702-892-2984
dchristensen@lvcva.com
Riviera Hotel & Casino Contact:
The Rogich Communications Group
702-796-1773
Rachel Wilkinson or Aurora Driscoll Barker
Rachel@lasvegaspr.com or Aurora@lasvegaspr.com

text: Riviera Hotel & Casino

text: Riviera Hotel & Casino

text: Rossi Ralenkotter

text: Riviera Hotel & Casino

text: John Groom

text: Riviera Hotel & Casino

text: Rob Kunkle

text: Riviera Hotel & Casino

text: Riviera Hotel & Casino


text:
EX-99.1
2
ledsalepressrelease-final1.htm
PRESS RELEASE
LEDSalePressRelease-Final (1)
Exhibit 99.1
THE READER'S DIGEST ASSOCIATION, INC. ANNOUNCES SALE OF ITS LIFESTYLE AND ENTERTAINMENT DIRECT BUSINESS TO MOSAIC MEDIA INVESTMENT PARTNERS
Sale Marks Important Milestone in RDA's Strategy to Focus on Core Business
NEW YORK, N.Y., July 2, 2012 - The Reader's Digest Association, Inc., ("RDA"), the global multi-brand and multi-platform media and direct marketing company, today announced the sale of substantially all of its Lifestyle and Entertainment Direct business to Mosaic Media Investment Partners LLC.
The sale will better enable RDA to focus on its stated strategy of simplifying the organization's structure to drive greater profitability and growth in the Company's two core media and direct marketing businesses.
The sale includes Direct Holdings Americas, Saguaro Road Records and many of the assets of Direct Entertainment Media Group. The sale proceeds were not material.
About The Reader's Digest Association, Inc.
Reader's Digest Association is a global media and direct marketing company that educates, entertains and connects more than 140 million consumers around the world with products and services from trusted brands. With offices in 44 countries, the company reaches customers in 78 countries, publishes 75 magazines, including 49 editions of Reader's Digest, the world's largest-circulation magazine, operates 62 branded websites and sells 30 million books, music and video products across the world each year. Further information about the company can be found at www.rda.com.
For further information contact:
For investor inquiries:
For media inquiries:
The Reader's Digest Association
The Reader's Digest Association
Bryan Berndt
David Press
Tel: 646.293.6054
Tel: 646.747.0098
# # #

text: THE READER'S DIGEST ASSOCIATION, INC.

text: MOSAIC MEDIA INVESTMENT PARTNERS

text: The Reader's Digest Association, Inc.

text: Mosaic Media Investment Partners LLC

text: The Reader's Digest Association, Inc.


text:
EX-99.1
2
file2.htm
PRESS RELEASE
Exhibit 99.1
For Immediate Release
Contacts:
Barry Von Lanken
Cooper-Standard Automotive
(248) 596-6034
bgvonlanken@cooperstandard.com
Dick Pacini
The Millerschin Group
(248) 276-1970
dpacini@millerschingroup.com
Cooper-Standard Automotive Completes Acquisition of Certain Operations of Metzeler
Automotive Profile Systems in Europe and Asia
Novi, Mich. - August 31, 2007 -
Cooper-Standard Automotive Inc. today announced it has completed the acquisition of the Metzeler Automotive Profile Systems (MAPS) sealing systems operations in Germany, Italy, Poland and Belgium, including a joint venture interest in China. The operations are being acquired from Automotive Sealing Systems S.A. in accordance with the previously announced sale and purchase agreement between the parties. The transaction is valued at approximately 100 million euros, subject to post-closing adjustments. Cooper-Standard's principal shareholders, Goldman Sachs Capital Partners and The Cypress Group invested a total of US $30 million of new equity in Cooper-Standard as part of the financing of the acquisition.
The MAPS operations acquired include eight manufacturing facilities in Europe and participation in a joint venture in China. The combined annual sales of these businesses were approximately US $400 million in 2006. Fiat, BMW, Daimler and Volkswagen Group are among the largest customers of the acquired businesses.
Cooper-Standard Automotive is a global leader in each of its product lines, which include body & chassis systems and fluid handling systems. The addition of the MAPS businesses will strongly complement Cooper-Standard's current business in terms of customer base and geographic footprint, with limited overlap. MAPS is a leader in Europe in the development and manufacture of complete automotive weathersealing systems. The acquired businesses also produce rubber compounds and sheeting products for various industries.
Jim McElya, Chairman and CEO of Cooper-Standard Automotive, said: "We are pleased to complete this transaction and add the Metzeler operations to the Cooper-Standard family. Our combined teams will create exciting growth opportunities for Cooper-Standard, our customers, and our employees".
Ed Hasler, President and COO of Cooper-Standard, said: "Metzeler's sealing products, engineering and manufacturing talent and key customers complement Cooper-Standard's business and extend our ability to deliver outstanding products and services to the global automotive industry".
About Cooper-Standard Automotive
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is a leading automotive supplier specializing in the manufacture and marketing of systems and components for the global automotive industry. The Company's primary businesses include Body and Chassis Systems, consisting of sealing, noise, vibration, and harshness control parts, and Fluid Handling Systems, consisting of subsystems and components that direct, control, measure, and transport fluids and vapors for the global automotive industry. With the addition of MAPS, Cooper-Standard Automotive Inc. now employs more than 19,000 across 78 facilities in 17 countries. For more information, visit the company's website at:
www.cooperstandard.com
.
Founded in 1869, Goldman Sachs is one of the oldest and largest investment banking firms. Goldman Sachs is also a global leader in private corporate equity and mezzanine investing. Established in 1991, the GS Capital Partners Funds are part of the firm's Principal Investment Area in the Merchant Banking Division. Since 1986, Goldman Sachs' Principal Investment Area has formed 13 investment vehicles aggregating $56 billion of capital to date.
The Cypress Group is a private equity investment firm managing more than $3.5 billion of capital. Cypress has an extensive track record of making growth-oriented investments in targeted industry sectors and building equity value alongside proven management teams.
# # #

text: Cooper-Standard Automotive

text: Cooper-Standard Automotive

text: Cooper-Standard Automotive Inc.

text: Automotive Sealing Systems S.A.

text: Cooper-Standard

label: fund

text: The Cypress Group

text: Cooper-Standard

text: Cooper-Standard Automotive

text: Cooper-Standard

text: Cooper-Standard Automotive

text: Cooper-Standard

text: Cooper-Standard

text: Ed Hasler

text: Cooper-Standard

text: Cooper-Standard

text: Cooper-Standard Automotive

text: Cooper-Standard Automotive Inc.

text: Cooper-Standard Automotive Inc.

text: The Cypress Group


text:
EX-99.2
3
cbai_ex992.htm
PRESS RELEASE
cbai_ex992.htm
Exhibit 99.2
Cord Blood America, Inc. Announces Divestiture of Biocordcell Argentina, S.A.
LAS VEGAS, October 3, 2014 /PRNewswire/ -- Cord Blood America, Inc. (www.cordblood-america.com) (OTC Bulletin Board: CBAI) ("CBAI" or the "Company") today announced that it has sold its 50.004% ownership stake in Argentina based Biocordcell Argentina, S.A. (Bio) to Diego Rissola, current President and shareholder in Bio, for approximately $705,000, to be paid with three payments due by March 2015, and then annual payments from June 2015 through June 2025.
The shares purchased pursuant to the transaction, along with the shares Mr. Rissola already held prior to the transaction, will be pledged in favor of the Company in order to secure Mr. Rissola's performance.
Joseph Vicente, Chairman and President of Cord Blood America commented, "It is evident from our filings over the past year and a half that the operating performance of Bio has been deteriorating. While revenues have declined slightly, more concerning are widening deficits for bottom line operating losses which has put Bio in a position where significant capital contributions from the shareholders were required. Contributing to our decision is a politically unstable environment which has seen inflation rates rise above 30%, as well as a restrictive policy regarding dividend distribution to US companies".
For CBAI, the decision was difficult, but clear; the uses of capital need to be applied where the Company can exert the required amount of influence to be successful with a tangible ROI. This is evidenced by the recent loan to CBAI's exclusive marketing partner in Puerto Rico as outlined in the Q2 filing, and the Company will be aggressive in its pursuit of opportunities where there is a measureable return. "We continue to produce cash domestically, make investments in our operations, see evidence of revenue growth, and thus, remain bullish that we are building a strong foundation, both financially and scientifically, to seize on the opportunities of the future", concluded Mr. Vicente.
About Cord Blood America
Cord Blood America, Inc. is the parent company of CorCell Companies, Inc. which, along with Cord Blood America, Inc., facilitates umbilical cord blood and cord tissue stem cell processing and storage for expectant parents and their children. Collected through a safe and non-invasive process, cord blood stem cells offer a powerful and potentially life-saving resource for treating a growing number of ailments, including cancer, leukemia, blood, and immune disorders. To find out more about Cord Blood America, Inc. and CorCell Companies, Inc., visit our websites: http://www.cordblood-america.com/ for investor information and http://www.corcell.com/ for customer information.
Forward-Looking Statements
Some statements made in this press release are forward-looking statements. We use words such as "anticipate", "believe", "expect", "future", "intend", "plan", and similar expressions to identify forward-looking statements. These statements including those related to the growth of the industry, new stem cell treatments, and Cord Blood America's performance, are only predictions and are subject to certain risks, uncertainties and assumptions. Additional risks are identified and described in the Company's public filings with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company's past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.

text: Cord Blood America, Inc.

text: Biocordcell Argentina, S.A.

text: Cord Blood America, Inc.

text: Biocordcell Argentina, S.A.

text: Diego Rissola

text: Joseph Vicente

text: Cord Blood America, Inc.

text: Cord Blood America, Inc.

text: Cord Blood America, Inc.


text:
EX-99.2
18
tm2128079d4_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Archer Begins Trading on the New York Stock
Exchange Under the Symbol "ACHR"
Palo Alto, CA, September 17, 2021
-
Archer
Aviation Inc.
("Archer") (NYSE: ACHR), a leading developer of all-electric vertical takeoff and landing ("eVTOL")
aircraft, announced that its Class A common stock and warrants will begin trading on the New York Stock Exchange under the symbols "ACHR"
and "ACHR WS", respectively, today.
"Completing our go-public transaction and
having Archer trade on the New York Stock Exchange is a huge milestone for our business. This is the culmination of a lot of hard work
by the great team we have at Archer, but it is also the beginning of the next phase of our development and growth", said Brett Adcock,
co-founder and co-CEO of Archer.
"We are working to build an urban air mobility
network that can change the way people travel in and around cities forever. We believe we have the team, the technology and the strategic
partners to make our vision a reality", said Adam Goldstein, co-founder and co-CEO of Archer.
The Business Combination generated approximately
$857.6 million of gross proceeds, including $600 million of proceeds from the PIPE which will help fund Archer's vision of bringing
an electric vertical takeoff and landing vehicle (eVTOL) to market and launching an urban air mobility network.
The PIPE included participation from leading strategic
and long-term financial investors including United Airlines, Stellantis and the venture arm of Exor, Baron Capital Group, the Federated
Hermes Kaufmann Funds, Mubadala Capital, Putnam Investments and Access Industries. Additionally, Ken Moelis and affiliates, along with
early investor Marc Lore and founders Brett Adcock and Adam Goldstein, invested $30 million in the PIPE.
Moelis & Company LLC served as exclusive placement
agent on the PIPE. Barclays Capital Inc. served as exclusive financial and capital markets advisor to Archer. Moelis & Company LLC
served as exclusive financial advisor to Atlas Crest. Cantor Fitzgerald & Co. served as exclusive capital markets advisor to Atlas
Crest. Duff & Phelps, LLC provided a fairness opinion in connection with the transaction to the Atlas Crest board of directors. Cooley
LLP served as legal advisor to Archer. Kirkland & Ellis LLP served as legal advisor to Atlas Crest.
About Archer
Archer's mission is to advance the benefits
of sustainable air mobility. Archer's goal is to move people throughout the world's cities in a quick, safe, sustainable,
and cost-effective manner. Archer is designing and developing electric vertical takeoff and landing (eVTOL) aircraft for use in urban
air mobility. Archer's team is based in Palo Alto, CA. To learn more, visit
www.archer.com
.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this release,
including statements regarding Archer's future operating results and financial position, business strategy and plans, objectives
of management for future operations are forward-looking statements. These statements are based on Archer's current expectations,
assumptions, estimates and projections. These statements involve known and unknown risks, uncertainties and other important factors that
may cause Archer's actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management's current
expectations and assumptions regarding the Archer's business, the economy and other future conditions.
In some cases, you can identify forward-looking
statements by terms such as "believe", "project", "expect", "anticipate", "estimate,"
"intend", "strategy", "future", "opportunity", "plan", "may,"
"should", "will", "would", "will be", "will continue", "will likely
result" or the negative of these terms or other similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release,
including, without limitation, those factors described in the Company's filings with the Securities and Exchange Commission.
Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements
as predictions of future events. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise
over time, and it is not possible for Archer's to predict those events or how they may affect Archer. If a change to the events
and circumstances reflected in Archer's forward-looking statements occurs, Archer's business, financial condition and operating
results may vary materially from those expressed in Archer's forward-looking statements. If a change to the events and circumstances
reflected in Archer's forward-looking statements occurs, Archer's business, financial condition and operating results may
vary materially from those expressed in Archer's forward-looking statements. Except as required by applicable law, Archer does not
plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future
events or otherwise.
For Investors
investors@archer.com
For Media
Louise Bristow
Archer
louise.bristow@archer.com
archer@launchsquad.com

text: Aviation Inc.

text: Moelis & Company LLC

text: Barclays Capital Inc.

text: Moelis & Company LLC

text: Cantor Fitzgerald & Co.

text: Crest. Duff & Phelps, LLC

text:
Cooley
LLP

text: Kirkland & Ellis LLP


text:
EX-99.1
2
fsnn_ex991.htm
PRESS RELEASE DATED JUNE 18, 2018
Blueprint
Exhibit 99.1
Fusion Completes Acquisition of MegaPath
Provides Update on Financial Outlook and Acquisition Integration
and Cost Synergy Progress
NEW
YORK, NY -- June 18, 2018 -- Fusion (NASDAQ: FSNN), a leading
provider of cloud services, announced today that on June 15, 2018,
it closed its previously-announced acquisition of MegaPath Holding
Corporation ("MegaPath"). The total purchase price was
$71.5 million, consisting of $61.5 million in cash and
1.7 million shares of Fusion common stock priced at $5.78 per
share. The cash portion of the purchase price was financed from
Fusion's existing cash balances held in escrow for this
acquisition.
The
acquisition of MegaPath contributes to Fusion approximately
$67 million in annualized revenue, 95% of which is contracted
monthly recurring revenue, with an average monthly revenue per
customer (ARPU) of $750 and 1.0% monthly churn, and brings
Fusion's customer base to approximately 160,000 businesses.
MegaPath also contributes to Fusion approximately $15 million
in annualized Adjusted EBITDA including anticipated cost synergies,
which will be realized within 12 months of the close.
With
the close of the transaction, Fusion has appointed Dan Foster to
the newly-created position of Chief Revenue Officer to lead the
Company's sales, marketing, and go-to-market efforts. Mr.
Foster brings to Fusion over 25 years of experience in the
technology industry, serving most recently as President and Chief
Operating Officer at MegaPath where he was responsible for
day-to-day management and leadership of the company's sales,
marketing and operational organizations. Previously, Mr. Foster was
a partner at a leading management consulting firm, working with
Fortune 500 companies on a wide range of strategic assignments. Mr.
Foster received engineering and liberal arts degrees from Tufts
University and graduated from Harvard Business School's
executive PMD program.
Financial Outlook
Fusion
today also reiterated its near-term financial outlook following the
close of its acquisition of the Cloud and Business Services
business of Birch Communications Holdings, Inc.
("Birch") on May 4, 2018, of a near-term annualized
revenue run-rate of more than $500 million. For the 12 months
beginning July 1, 2018, and including the contribution from
MegaPath, Fusion expects total revenue of at least
$575 million.
Additionally,
in the 45 days since the close of the Birch acquisition, Fusion has
achieved nearly 20% of the anticipated annualized cost synergies
related to Birch, which is ahead of management's plan. The
Company further anticipates that it will achieve in excess of 50%
of the total synergies related to Birch and MegaPath by the end of
2018. As these synergies are fully realized over the next 12
months, Fusion expects its Adjusted EBITDA to reach 25% of total
revenue.
Management Commentary
Mathew
Rosen, Fusion's Chairman and CEO, said, "MegaPath is an
ideal fit with Fusion, and the acquisition demonstrates that we are
well on our way toward achieving our intermediate financial
objectives of $750 million in annual revenue and
$185 million in annual Adjusted EBITDA. MegaPath brings to
Fusion a skilled team of technology professionals, a robust,
fully-integrated suite of cloud services, and enhanced sales,
digital marketing, and distribution capabilities. I am also excited
to welcome Dan Foster to Fusion and look forward to his
contributions to further driving the company's organic
growth.
"Our
integration of Birch is also moving forward quickly and
efficiently", Mr. Rosen continued. "As with each of our
previous acquisitions, we have identified all the integration tasks
related to Birch and are managing them on a daily basis. We have
already successfully rolled out our new organizational structure
and implemented a single HR management platform on Workday. We have
completed the interconnection of our networks, which allows us to
route all voice traffic through a single network, yielding
significant cost savings. We have begun training our sales and
customer support teams on Fusion's integrated product suite,
systems, software and processes, all of which will facilitate
upselling and cross-selling into our customer base and improve the
customer experience. We have likewise made meaningful progress
toward consolidating our products and services into a single
quoting engine to increase our responsiveness to customers and take
advantage of new sales opportunities.
"These
and other integration efforts have put us ahead of schedule in
realizing our cost synergy objectives. We now expect to realize
more than 50% of the total annualized cost savings related to Birch
and MegaPath by the end of 2018. This gives us further conviction
that we will realize all of our targeted cost savings within 12
months of closing these acquisitions and achieve an Adjusted EBITDA
margin of 25%, with the potential for expansion in future
periods", Mr. Rosen concluded.
About Fusion
Fusion,
a leading provider of integrated cloud solutions to small, medium
and large businesses, is the industry's single source for the
cloud
®
. Fusion's
advanced, proprietary cloud service platform enables the
integration of leading edge solutions in the cloud, including cloud
communications, contact center, cloud connectivity and cloud
computing. Fusion's innovative, yet proven cloud solutions lower
our customers' cost of ownership, and deliver new levels of
security, flexibility, scalability and speed of deployment. For
more information, please visit
www.fusionconnect.com
.
Forward Looking Statements
Statements
in this press release that are not purely historical facts,
including statements regarding Fusion's beliefs,
expectations, intentions or strategies for the future, may be
"forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Such statements consist
of any statement other than a recitation of historical fact and may
sometimes be identified by the use of forward-looking terminology
such as "may", "expect",
"anticipate", "intend",
"estimate" or "continue" or the negative
thereof or other variations thereof or comparable terminology. The
reader is cautioned that all forward-looking statements are
speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ from those referred
to in such forward-looking statements. Important risks regarding
the Company's business include the Company's ability to
comply with covenants included in its senior debt agreements;
competitors with broader product lines and greater resources;
emergence into new markets; natural disasters, acts of war,
terrorism or other events beyond the Company's control; and
other factors identified by Fusion from time to time in its filings
with the Securities and Exchange Commission, which are available
through https://www.sec.gov. However, the reader is cautioned that
Fusion's future performance could also be affected by risks
and uncertainties not enumerated above.
Fusion Contact
Brian Coyne
212-201-2404
bcoyne@fusionconnect.com
Investor Relations
Chris Tyson
MZ North America
(949) 491-8235
FSNN@mzgroup.us

text: Fusion

text: MegaPath

text: Fusion

text:
MegaPath Holding
Corporation

text: MegaPath

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion