text:
EX-99
3
dkm1574a.htm
PRESS RELEASE
NEWS
For:
From:
Ladish Co., Inc.
Libby Communications
5481 South Packard Avenue
1414 East Harbour Towne Circle
Cudahy, WI 53110-8902
Muskegon, MI 49441
Contact: Wayne E. Larsen
Contact: William J. Libby
414-747-2935
231-755-4111
414-747-2602 Fax
231-755-4144 Fax
Release date: 5 September 2008
LADISH COMPLETES MERGER WITH
CHEN-TECH INDUSTRIES
Cudahy, WI-Ladish Co., Inc.
(NASDAQ: LDSH) (
www.ladishco.com
) announces that it completed the merger of
Chen-Tech Industries, Inc. ("Chen-Tech") with a wholly owned subsidiary of
Ladish on September 4, 2008. The merger, paid in a combination of cash and Ladish common
stock, is expected to be accretive to 2008 earnings.
Commenting on the merger, Kerry L.
Woody, President and CEO of Ladish, said, "We are pleased to have the transaction
with Chen-Tech finalized. Aligning these two premier forging businesses, Ladish Forging
and Chen-Tech, will begin delivering benefits to our shared jet engine customers, Ladish
and Ladish stakeholders. Shannon Ko, President, and his team at Chen-Tech are a strong
complement to our Ladish Forging operation. Together, we expect to increase our worldwide
market share of rotating engine components by capturing targeted growth
opportunities".
Ladish Co., Inc. is a leading
producer of highly engineered technically advanced components for the jet engine,
aerospace and general industrial markets. Ladish is headquartered in Cudahy, Wisconsin
with operations in Wisconsin, California, Connecticut, Oregon and Poland. Ladish common
stock trades on NASDAQ under the symbol LDSH.
This release includes forward-looking
statements that are made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from those
projected in them. These risks and uncertainties include, but are not limited to,
uncertainties in the company's major markets, the impact of competition, the
effectiveness of operational changes expected to increase efficiency and productivity,
worldwide economic and political conditions and the effect of foreign currency
fluctuations.
# # # #
LCI-08-11

text: Ladish Co., Inc.

text: LADISH

text: CHEN-TECH INDUSTRIES

text: Ladish Co., Inc.

text: Chen-Tech Industries, Inc.

text: Ladish

text: Ladish

text:
Kerry L.
Woody

text: Ladish

text: Ladish

text: Ladish

text: Ladish

text: Shannon Ko

text: Ladish

text: Ladish Co., Inc.

text: Ladish

text: Ladish


dataset: buster

text:
EX-99.1
2
v180015_ex99-1.htm
Unassociated Document
Exhibit
99.1
FOR
IMMEDIATE RELEASE
For
More Information, Contact:
Daniel
Greenberg, Chairman and CEO
Electro
Rent Corporation
818-786-2525
Roger
Pondel/Laurie Berman
PondelWilkinson Inc.
310-279-5980
investor@pondel.com
ELECTRO
RENT CLOSES ACQUISITION OF TELOGY
VAN NUYS, Calif. - March 31, 2010 -
Electro Rent Corporation (NASDAQ:ELRC)
today reported that it has
completed the previously announced acquisition of Telogy, LLC, a leading
provider of electronic test equipment. The final purchase price was
$24.7 million, subject to any post-closing adjustments.
"We will
immediately transfer Telogy's equipment inventory to our Southern California
distribution center and integrate Telogy's operations, as well as convert its
management information function to our proprietary software system. We believe
that these actions as well as other cost savings will result in immediate
accretion to earnings", said Daniel Greenberg, Chairman and CEO of Electro
Rent. "We look forward to serving Telogy's customers by providing
them with top-notch service and meeting all of their test and measurement
equipment needs".
About
Electro Rent
Electro
Rent Corporation (
www.ElectroRent.com
)
is one of the largest global organizations devoted to the rental, leasing and
sales of general purpose electronic test equipment, personal computers and
servers.
"Safe
Harbor" Statement:
Except
for the historical statements and discussions above, our statements above
constitute forward-looking statements within the meaning of section 21E of the
Securities Exchange Act of 1934. These forward-looking statements,
which include, but are not limited to, generating significant cost savings and
earnings accretion, reflect Electro Rent's management's current views with
respect to future events and financial performance; however, you should not put
undue reliance on these statements. When used, the words
"anticipates", "believes", "expects", "intends", "future", and other similar
expressions identify forward-looking statements. These
forward-looking statements are subject to certain risks and
uncertainties. The company believes its management's assumptions are
reasonable; nonetheless, it is likely that at least some of these assumptions
will not come true. Accordingly, Electro Rent's actual results will
probably differ from the outcomes contained in any forward-looking statement,
and those differences could be material. Factors that could cause or
contribute to these differences include, among others, those risks and
uncertainties discussed in the company's periodic reports on Form 10-K and 10-Q
and in its other filings with the Securities and Exchange
Commission. Should one or more of the risks discussed, or any other
risks, materialize, or should one or more of our underlying assumptions prove
incorrect, our actual results may vary materially from those anticipated,
estimated, expected or projected. In light of the risks and
uncertainties, there can be no assurance that any forward-looking statement will
in fact prove to be correct. Electro Rent undertakes no obligation to
update or revise any forward-looking statements.
# #
#

label: person

text:
Daniel
Greenberg

label: organization

text:
Electro
Rent Corporation

text:
ELECTRO
RENT

text: TELOGY

text: Electro Rent Corporation

text: Telogy, LLC

text: Telogy

text: Telogy

text: Daniel Greenberg

text:
Electro
Rent

text: Telogy

text: Electro Rent

text:
Electro
Rent Corporation

text: Electro Rent

text: Electro Rent

text: Electro Rent

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
a06-20915_1ex99d1.htm
EX-99
Exhibit 99.1
Vistula
Communications Services, Inc. acquires Goodman Blue Limited
October 11th, 2006 New York - Vistula Communications
Services, Inc. ("Vistula") (OTCBB: VSTL), a global supplier of flexible and
reliable Voice over IP ("VoIP") services to major telecommunications carriers
and Internet Service Providers, announced today that it has acquired Goodman
Blue Limited ("Goodman Blue"), a UK systems integration and software house.
Goodman Blue provides a software package that allows
service providers, of any kind, to deliver real-time, self-service and fully
automated, provisioning, rating, billing, service management and reporting of
telecom and other services. For Vistula and its customers this software sits on
the outside of V-Cube™(1)
so that service providers can create hands-off
management of their customers' billable activity. The Goodman Blue solution is
called - Order to Cash ("O2C").
Vistula will be marketing O2C to V-Cube™ and
non-V-Cube™ clients and has already received significant interest in the
product. The particular benefit to Vistula's clients is that it allows them to
address the high cost of sale issues common with relatively low-value,
high-volume client bases requiring complex solutions. This changes the service
provider's business model to the positive.
Rupert Galliers-Pratt, Chairman and CEO of Vistula
commented "Goodman Blue's solutions address two markets: end-to-end automated
provisioning with book to bill service for telecoms service providers and
automated self-service provisioning, rating and billing of telecom and
ancillary services for the Serviced Office market".
Mr. Galliers Pratt went on to say, "As well as
delivering greater service options for Vistula's clients, the acquisition of
Goodman Blue provides new opportunities for VCSI in the telecoms sector. This establishes within Vistula a proven
systems integration capability to support the automated order portal deployment
into our customer's OSS/BSS. We expect
the acquisition of Goodman Blue to have an immediate positive cash flow impact
on our business".
Scott Goodwin, the
owner of Goodman Blue, who is remaining as a consultant to the company said, "The
future of Voice and Internet-based services will become dependent upon
integrated order-to-cash systems. For the last four years Goodman Blue has
focused on the creation of low-cost, easy to use O2C portals. Joining with
Vistula's sophisticated VoIP platform and global reach creates a unique
combination in this rapidly expanding marketplace that will significantly benefit
Vistula's customers and shareholders".
(1)
V-Cube™
- a uniquely featured Internet Protocol-P-B-X, or "IP-PBX", that facilitates
full contact communication services including voice, video, conferencing, call
center, interactive voice response systems, and multi/sub-domain and unified
messaging across enterprise and public networks.
About Vistula
Vistula is a telecommunications company providing
hosted, managed VoIP (Voice over Internet Protocol) services to carriers,
service providers and transit network operators. Vistula features solutions
that enable telecommunications providers to rapidly deploy VoIP services over
converged infrastructure through an integrated applications suite. Vistula
trades on the OTCBB under the symbol: VSTL.
"Forward-Looking
Statements"
This press release contains certain forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, which reflect management's
expectations regarding future events and speak only as of the date hereof. Our
actual results, performance or achievements may differ significantly from the
results, performance or achievements discussed in or implied by the
forward-looking statements. Factors that could cause such a difference include
material changes in our business or prospects, difficulties obtaining financing
to fund our operations, failure to establish brand recognition for our
products, failure to retain existing customers or attract new customers,
failure to compete effectively in our industry, general market and economic conditions, and other
factors that are detailed from time to time in Vistula's SEC reports, including those detailed in our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.
Vistula disclaims any intent or obligation to update any forward-looking
statements.

text:
Vistula
Communications Services, Inc.

text: Goodman Blue Limited

text:
Vistula Communications
Services, Inc.

text:
Goodman
Blue Limited

text: Rupert Galliers-Pratt

text: Galliers Pratt


text:
EX-99.1
4
dp94977_ex9901.htm
EXHIBIT 99.1
Exhibit 99.1
Press Release
Source: Ultra Clean Holdings, Inc.
UCT Completes Acquisition of Quantum Global Technologies,
LLC.
·
Significantly enhances UCT's position as a global solutions provider
to the semiconductor industry (IDM & OEM)
·
Adds recurring revenue stream from installed base vs WFE spend
·
Expected to be accretive to UCT's net income on a non-GAAP basis
in the fourth quarter 2018
·
Expected to enhance operating margin and free cash flow profile
HAYWARD, CA, August 27, 2018 -- Ultra Clean Holdings,
Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment
industries, has completed its previously announced acquisition of Quantum Global Technologies LLC ("QGT") for $342
million in cash, subject to customary balance sheet adjustments. UCT funded the transaction and refinanced its existing debt using
cash on hand and net proceeds from a new $350 million Term Loan and a $65 million Revolving Credit Facility.
"We are very excited about the combination of UCT
and QGT as it creates a premier supplier of enhanced offerings, services and capabilities to the semiconductor market, enabling
us to better serve our combined IDM and OEM global customer base", said Jim Scholhamer, CEO. "Our leadership team is
committed to ensuring a smooth transition and we are confident our increased scale will extend our leadership position and provide
an excellent platform for profitable growth".
As of June 29, 2018, pro forma combined revenue, net
income and Adjusted EBITDA, on an LTM basis for UCT and QGT was $1.3 billion, $105 million and $167 million respectively. As of
June 29, 2018, UCT's pro forma Total Debt/Adjusted EBITDA was 2.2x and pro forma Net Debt/Adjusted EBITDA was 1.5x (on an
LTM basis after taking into account QGT indebtedness that will be repaid in connection with the closing of the transaction).
Barclays served as lead bookrunner for the acquisition
financing. Needham & Company, LLC served as financial advisor to UCT and Davis Polk served as UCT's legal advisor. Cowen
served as financial advisor to QGT and Fox Rothschild LLP served as QGT's legal advisor.
About Ultra Clean Holdings, Inc.
Ultra
Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment
industries. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery
cycle times, design for manufacturability, prototyping and component manufacturing. Ultra Clean is headquartered in Hayward, California.
Additional information is available at
www.uct.com
.
About Quantum Global Technologies, LLC
QGT is a leading provider of ultra-high purity outsourced
parts cleaning (OPC), process tool part recoating, surface treatment and analytical services to the semiconductor and related industries.
With 1,800 employees in 19 Advanced Technology Cleaning Centers and 5 analytical testing laboratories located in 8 countries, QGT
provides Process Improvement Through Consistently Cleaner Parts® that meet today's demanding sub-10nm requirements. QGT's
objective is to allow its customers to focus on
their core, profit- making competencies while reducing
costs and removing uncertainties from their processes. QGT is headquartered in Quakertown, Pennsylvania.
Non-GAAP Financial Measures
This release and the accompanying tables include a discussion
of Pro Forma Adjusted EBITDA for UCT and QGT, which is a non-GAAP financial measure that is provided as a complement to results
provided in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We define
"Adjusted EBITDA" as net income (loss) plus provision for (benefit from) taxes, interest expense, other expense (income),
depreciation expense, amortization expense, stock-based compensation expense, and other infrequent or unusual items.
Non-GAAP measures should be considered in addition to
results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition,
the definition of Adjusted EBITDA used in this press release may not be comparable to the definitions as reported by other companies.
We believe Adjusted EBITDA is relevant and useful information
because it provides UCT and investors with additional measurements to analyze past operating performance and enterprise value.
The unaudited Pro Forma Adjusted EBITDA financial information is not necessarily indicative of the results of income in future
periods or the results that actually would have been realized had UCT and QGT been a combined company during the specified period.
A reconciliation of pro forma-Adjusted EBITDA to pro
forma net income is provided in the accompanying table.
Forward-looking Language
This press release contains, or may be deemed to contain, "forward-looking
statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect
to future events and financial performance. Words such as "anticipates,", "projection", "forecast",
"believes", "plan", "expect", "future,"' "intends", "may", "will,"
"should", "estimates", "predicts", and similar expressions are used to identify these forward- looking
statements. Forward looking statements included in this press release include, without limitation, future financial and operating
results, and benefits of the transaction and future opportunities for the combined company. Forward -looking statements are subject
to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements. There are a number of important factors that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: (1) the ability of UCT to successfully integrate Quantum's operations
and employees; (2) unexpected costs, charges or expenses resulting from the transaction; (3) UCT's ability to successfully
grow its or Quantum's business; (4) potential adverse reactions or changes to business relationships resulting from the completion
of the transaction; (5) the retention of key employees, customers or suppliers; and (6) legislative, regulatory and economic developments,
including changing business conditions in the semiconductor industry markets overall or the economy in general. These risks and
other factors also include, among others, those identified in "Risk Factors", "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in UCT's Form 10-K, Forms 10-Q and other reports and statements
filed with the Securities and Exchange Commission. Forward-looking statements are made and based on information available to the
company on the date of this press release. The company assumes no obligation to update the information in this press release.
Contact:
Rhonda Bennetto
Investor Relations
(250) 370-9030
rbennetto@uct.com
Unaudited Reconciliation of Pro Forma Combined GAAP Net Income
to Pro Forma Combined Adjusted EBITDA
LTM ended 6/29/2018
($ in millions)
UCT
QGT
Pro Forma Combined
GAAP Net Income
$
84
$
20
$
105
Provision for Taxes
10
2
11
Interest and Other Expense, net
1
8
9
Depreciation
5
13
18
Amortization
5
2
8
Stock-Based Compensation
10
1
12
Other Non-recurring Items
2
2
5
Adjusted EBITDA
$
118
$
49
$
167
Unaudited Combined Pro Forma Revenue
LTM ended 6/29/2018
($ in millions)
UCT
QGT
Pro Forma Combined
Revenue
$
1,097
$
231
$
1,327

text: Ultra Clean Holdings, Inc.

text: UCT

text:
Quantum Global Technologies,
LLC.

text: UCT

text: UCT

text:
Ultra Clean Holdings,
Inc.

text: Quantum Global Technologies LLC

text: UCT

text: UCT

text: Jim Scholhamer

text: UCT

text: UCT

text: Barclays

text: Needham & Company, LLC

text: UCT

text: Davis Polk

text: UCT

text: Cowen

text: Fox Rothschild LLP

text: Ultra Clean Holdings, Inc.

text:
Ultra
Clean Holdings, Inc.

text: UCT

text: UCT

text: UCT

text: UCT

text: UCT

text: UCT

text: UCT

text: UCT


text:
EX-99.1
2
v175147_ex99-1.htm
EX-99.1
Exhibit
99.1
AMRI
Acquires Excelsyn Ltd.
AMRI
expands Geographic Footprint and Market Share in Europe with purchase of
Chemical Development/Large Scale Manufacturing Business
·
Immediately expands AMRI European customer base
·
Immediate presence in European manufacturing sector
·
Acquisition price of $19 MM
·
Excelsyn recorded 2009 revenues of $15 MM
·
Acquisition accretive to AMRI EBITDA in 2010
Albany,
NY (February 17, 2010) - AMRI (NASDAQ: AMRI) today announced the acquisition of
Excelsyn Ltd., a well recognized leader in providing chemical development and
manufacturing services to the pharmaceutical industry in
Europe. Located in Holywell, North Wales, UK, Excelsyn has 60
employees and generated revenue of $15 million in 2009.
Excelsyn
provides development and large scale manufacturing services to large
pharmaceutical, specialty pharmaceutical and biotechnology customers throughout
Europe, Asia and North America. Manufacturing services include
pre-clinical and Phase I - III product development as well as commercial
manufacturing services for approved products. The 24/7 operation is focused on
providing rapid response solutions using an innovative model for accelerated
product changeovers in the plant.
The
acquisition of Excelsyn expands AMRI's portfolio of development and large scale
manufacturing facilities as well as its customer portfolio, with little overlap
of customers between the two companies. The proximity of Excelsyn's
business to European customers has been an important factor in these customers'
decisions to award business to Excelsyn.
Under the
terms of the agreement, AMRI has purchased all of the outstanding shares of
Excelsyn for approximately $19 million in cash. Besides gaining an
expanded presence in Europe and the U.K., AMRI gains a significant cost
competitive option for conducting development/manufacturing work, particularly
in the production of chemical intermediates.
The
14-acre site is located approximately 60 miles outside of Manchester, England
and contains Kilo lab, pilot plant and large scale manufacturing
capabilities.
AMRI
Chairman and CEO Thomas E. D'Ambra, Ph.D. said, "The acquisition of Excelsyn
further builds out AMRI's global continuum spanning the U.S., Asia and Europe,
and is a significant milestone in its strategy to continue to expand our
services platform and global footprint. AMRI remains committed to
generating significant value from this segment of our business. We
believe this acquisition will increase our ability to penetrate a market space
relatively untapped to date, including customers in large pharma based in
Europe. This acquisition also enhances our ability to offer lower cost solutions
at a time when cost has been become a major factor in outsourcing decisions
being made, particularly in the large pharmaceutical sector".
"We are
pleased to add these scientific and technical capabilities and talent to our
menu of chemical development and manufacturing services", said Dr. Steve Hagen,
AMRI Vice President of Pharmaceutical Development and
Manufacturing. "Besides gaining a number of established customer
relationships, we anticipate greater success in increasing our current European
customer base by being able to perform work in close proximity to companies
previously reluctant to work with a long distance provider." Dr.
Hagen continued, "We anticipate the time to transition to be minimal given the
close alignment of company cultures, with a focus on the highest quality,
customer service and commitment to excellence. We are excited to have
this organization become part of the AMRI family".
Excelsyn
CEO Ian Shott said, "We are excited to be joining the AMRI team. The
similarities in both operations and company cultures create an even more
compelling reason for our customers to continue to partner with the combined
organization as their outsourcing provider of choice. We will continue to
provide the high quality services and products Excelsyn has built its reputation
on, and we can now offer the expanded technologies, locations and cost
structures that make AMRI the leader in the provision of integrated contract
outsourcing".
The
acquired Excelsyn site will be managed by Dr. David Rowles as General Manager,
Holywell Operations, who will report to Dr. Hagen. Dr. Rowles has
been Chief Operating Officer at the site since it became Excelsyn in
2004. Mr. Shott has accepted a consulting relationship and will
continue to assist with customer relationships for the U.K. site and also work
with AMRI's business development team to build further relationships for all of
AMRI's locations with potential customers in Europe.
Peroxident
Ltd. acted as financial advisor to AMRI.
About
AMRI
Founded
in 1991, Albany Molecular Research, Inc. provides scientific services, products
and technologies focused on improving the quality of life. AMRI works
on drug discovery and development projects and conducts manufacturing of active
ingredients and pharmaceutical intermediates for many of the world's leading
healthcare companies. As an additional value added service to its
customers, the company is also investing in R&D in order to expand its
contract services and to identify novel early stage drug candidates with the
goal to outlicense to a strategic partner. With locations in the
U.S., Europe, and Asia, AMRI provides customers with a wide range of services,
technologies and cost models.
About
Excelsyn
Excelsyn
Molecular Development excels at providing a broad range of cost effective
process research and development chemistry services and niche-scale
manufacturing for pharmaceutical intermediates and APIs. Located on a single
site near Holywell, North Wales (U.K.), Excelsyn's facilities include laboratory
and cGMP Kilo scales, transitioning to pilot plant and niche-scale production
plant assets. Clients range from global pharmaceutical companies to virtual
biotechnology businesses.
Forward-looking
Statements
Statements
in this press release that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. These statements may be identified by
forward-looking words such as "may", "could", "should", "would", "will,"
"intend", "expect", "anticipate", "believe" and "continue" or similar words and
include, without limitation, statements by Dr. D'Ambra, Dr. Hagen, and Mr.
Shott, statements concerning the proposed acquisition, the terms and the timing
of the acquisition and statements concerning earnings per share and
costs. Readers should not place undue reliance on our forward-looking
statements. The company's actual results may differ materially from such
forward-looking statements as a result of numerous factors, some of which the
company may not be able to predict and may not be within the company's control.
Factors that could cause such differences include, but are not limited to, the
reaction of customers of the company and Excelsyn to the acquisition; the
company's timing and ability to successfully integrate Excelsyn's operations
(including migration of Excelsyn to the company's systems and controls) and
employees; the introduction of new services by competitors or the entry of new
competitors into the markets for the company's and Excelsyn's services; the
failure by the company to retain key employees of Excelsyn; failure to further
develop and successfully market Excelsyn service offerings; failure to achieve
anticipated revenues and earnings; costs related to the acquisition; the
company's ability to attract and retain experienced scientists; trends in
pharmaceutical and biotechnology companies outsourcing of chemical research and
development; the company's ability to enforce its intellectual property and
technology rights; the risks posed by international operations to the company;
and the company's ability to effectively manage its growth, as well as those
factors discussed in the company's Annual Report on Form 10-K for the year ended
December 31, 2008 as filed with the Securities and Exchange Commission on March
13, 2009 and the company's other SEC filings. The company does not undertake any
duty to and does not intend to update any forward-looking statements contained
in this press release after the date of this press release.
-30-
Contacts:
Investors
- Peter Jerome, AMRI Director of Investor Relations, 518-512-2220
Media -
Andrea Schulz, AMRI Corporate Communications, 518-512-2226

text: AMRI

text: Excelsyn Ltd.

text: AMRI

text: AMRI

text: Excelsyn

text: AMRI

text: AMRI

text: AMRI

text: Excelsyn Ltd.

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: AMRI

text: Excelsyn

text: Excelsyn

text: AMRI

text: Excelsyn

text: AMRI

text: AMRI

text: Excelsyn

text: AMRI

text: AMRI

text: Steve Hagen

text: AMRI

text: AMRI

text: Excelsyn

text: AMRI

text: Excelsyn

text: AMRI

text: Excelsyn

text: David Rowles

text: Excelsyn

text: AMRI

text: AMRI

text:
Peroxident
Ltd.

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: Excelsyn

text: AMRI

text: AMRI


text:
EX-99
3
ex991.htm
EXHIBIT 99
Converted by EDGARwiz
Information Architects Acquires Anywhere Internet
Monday May 8, 9:00 am ET
FT. LAUDERDALE, FL--(MARKET WIRE)--May 8, 2006 --
Information Architects (IA) (OTC BB: IACH), a leader in online information solutions, announced today that it has successfully completed the acquisition of Anywhere Internet, Inc.
Anywhere Internet is a highly successful company that delivers carrier class, high-speed Internet service and VOIP solutions to businesses, hotels, marinas, cities, government and communities using a secure wireless connection. Anywhere Internet provides needs assessment, site survey, integration, service and support for every type of environment, without the normal wait for traditional Internet service installation. Visit
www.anywhereinternet.com
for more information.
Originally founded in 1993 as Integration & Support Services in Alexandria, Virginia, by Mr. Bryan Kidd, the company provided computer integration support and service to U.S.-based clients at both their stateside and overseas locations. Anywhere Internet's client base includes the United States Marine Corps (stateside and worldwide), the U.S. Food and Drug Administration (Rockville, MD), the U.S. Department of the Treasury (Washington, DC); the U.S. Department of State (Washington, DC); Washington Square Securities (Richmond, VA), the world's largest construction company Turner Construction Company (Dallas - New York) and its parent company, HOCHTIEF (Essen, Germany).
"I am very excited about the union of Information Architects with Anywhere Internet. By combining the creativity and technology of these two leading-edge companies, we will continue to provide solutions that will help people and organizations everywhere communicate better", said Bryan Kidd, Founder and President of Anywhere Internet. Bryan is a talented professional in the technology industry with a host of accomplishments. He brings to the table experiences that range from providing solutions at the Pentagon to design and deployment of high-speed broadband wireless networks throughout the Southeastern United States.
"We are pleased to have Mr. Kidd on board, his experience and knowledge will be a great asset to our operations and delivery. Combining IA and Anywhere Internet will enable us to provide our customers with a more complete suite of solutions", stated Jon Grinter, president of IA.
The acquisition comes on the heels of reorganization at IA and the release of a series of newly developed business plans. Details of the agreement between IA and Anywhere Internet, Inc. have not been released.
About Information Architects
IA (
www.ia.com
) and its affiliates have been developing and supporting products that fulfill specific needs in a wide variety of industries. These solutions have been delivered over the web and are intended to reach a wider audience that would normally not have access to these services. Among these tools is the original Film and Broadcast Productions solution.
Release Disclaimer
The statements contained in this press release contain certain forward-looking statements, including statements regarding Information Architect's expectations, intentions, strategies and beliefs regarding the future. All statements contained herein are based upon information available to Information Architect's management as of the date hereof and actual results may vary based upon future events, both within and without the control of Information Architect's management

text: Information Architects

text: Anywhere Internet

text: Information Architects

text: Anywhere Internet, Inc.

text: Anywhere Internet

text: Anywhere Internet

text: Bryan Kidd

text: Anywhere Internet

text: Information Architects

text: Anywhere Internet

text: Bryan Kidd

text: Anywhere Internet

text: Anywhere Internet

text: Jon Grinter

text: Anywhere Internet, Inc.

text: Information Architects


text:
EX-99
3
ex99.htm
EXHIBIT 99
Converted by EDGARwiz
Information Architects Completes the Acquisition of Tiosam.com
July 25, 2006 9:00 AM ET
Information Architects (OTCBB: IACH), a leader in online information solutions, today announced that they have completed the acquisition of TioSam.com (
www.tiosam.com
). Details of the acquisitions have not been released.
Intent to acquire Tiosam was announced on June 13, 2006. This acquisition will provide Information Architects with the infrastructure and portal required for extending products and services to the Latin population. With this acquisition, Information Architects will immediately become a major international player in Global Communications through the distribution of information via the web and IPTV.
"Concluding this acquisition is an important milestone in confirming Information Architects credentials as a leader in Next Generation Online Solutions. We are confident that the addition of Tiosam will not only benefit our community of customers, but will attract new customers who will in turn benefit from Information Architects portfolio of products and services", said Todd K. Morgan, CEO of Information Architects.
"Information Architects has solidified its position as an online solutions provider. We are moving forward on our initiative to gain market share by extending our reach to a larger demographic. Tiosam's portal is the most popular online community in Brazil which gives us an immediate advantage and customer base. We will quickly move to expand our operations through this marketplace", stated Jon Grinter, President of Information Architects.
About Tiosam.com
TioSam (
www.tiosam.com
) contains 121,000 pages of information within the web site with numerous Internet chat and web communities. Content offered by TioSam varies from travel reports to world news and sport articles. TioSam is the largest web portal in Brazil and records an average of 1.2 million unique hits per week. Currently TioSam supports multiple languages and plans to expand service to 35 other languages and countries over the next 2 years.
About Information Architects 1 IA (
www.ia.com
) and its affiliates have been developing, delivering and supporting products that fulfill specific needs in a wide variety of industries. These solutions have been delivered over the web and are intended to reach a wider audience that would not normally have access to these services. Through its portfolio of companies IA is able to expand its reach to a larger and more diverse audience. Information Architects has recently expanded its operations to a variety of industries by offering a more comprehensive list of products and services gained through recent acquisitions.
Release Disclaimer
The statements contained in this press release contain certain forward-looking statements, including statements regarding Information Architect's expectations, intentions, strategies and beliefs regarding the future. All statements contained herein are based upon information available to Information Architect's management as of the date hereof and actual results may vary based upon future events, both within and without the control of Information Architect's management.
For more information, please contact:
Jon Grinter
954-561-7321
Or
Media Relations
Collette Clarke

text: Information Architects

text: Tiosam.com

text: Information Architects

text: TioSam.com

text: Information Architects

text: Information Architects

text: Information Architects

text: Information Architects

text: Todd K. Morgan

text: Information Architects

text: Information Architects

text: Jon Grinter

text: Information Architects

text: Tiosam.com

text: Information Architects

text: Information Architects

text: Jon Grinter


text:
EX-99.1
2
a14-6474_6ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
Contact:
Physicians Realty Trust
John T. Thomas
President and CEO
(214) 549-6611
John W. Sweet
(414) 978-6467
Investors:
The Ruth Group
Stephanie Carrington/David Burke
646 536-7017/7009
scarrington@theruthgroup.com
dburke@theruthgroup.com
PHYSICIANS REALTY TRUST PURCHASES PREMIER ATLANTA MEDICAL OFFICE BUILDING
Milwaukee, WI, March 3, 2014 - Physicians Realty Trust (NYSE:DOC) ("the Company"), a self-managed healthcare properties REIT, announced today the execution and closing of a contract to purchase the Peachtree Dunwoody Medical Center (the "Medical Center"), a premier multi-tenant medical office building located in the heart of Atlanta's "Pill Hill" hospital market. The purchase price was $36.6 million, representing a cap rate of approximately 7% based on the net operating income expected to be generated by the property in 2014. The transaction closed on February 28, 2014. The Company funded the purchase price with cash on hand and paid off the existing debt secured by the building.
In addition, on February 28, 2014, the Company completed its previously announced purchase of a medical office building located on the campus of Foundation Surgical Hospital in San Antonio, Texas. The building is 100% occupied and was purchased for a price of $6.8 million, representing a first year cash yield of 8%.
The Medical Center in Atlanta has approximately 131,000 rentable square feet and is 96% occupied with approximately 5,000 square feet available for rent. Northside Hospital is the largest tenant in the building with 42,383 square feet including clinical office space, an ambulatory surgery center with seven operating rooms, an imaging center, and sleep medicine facilities. Peachtree Orthopedics is the second largest tenant with 26,785 square feet consisting of clinical office space, an ambulatory surgery center, a physical therapy treatment facility, and an imaging center. Collectively, these two tenants occupy over half of the building. The remainder of the space currently on lease is occupied by eight other tenants, including primary care physicians, specialists, and other
healthcare providers.
John T. Thomas, President and CEO of Physicians Realty Trust, stated, "Peachtree Dunwoody Medical Center has a long history as the premier multi-tenant medical office building in Atlanta's Pill Hill district, with close proximity to Northside Hospital's flagship location, Emory-St. Joseph's Hospital, and Scottish-Rite Children's Hospital. The building is 96% occupied with long-standing high quality healthcare provider tenants and Physicians Realty Trust has the opportunity to lease the additional 5,000 square feet, further enhancing the net operating income potential of the property. We also have sufficient parking at the facility to expand the building by an additional 30,000 rentable square feet, providing an exciting opportunity for future growth at this facility".
About Physicians Realty Trust
Physicians Realty Trust is a self-managed healthcare real estate company organized to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems. The Company invests in real estate that is integral to providing high quality healthcare. The Company intends to elect to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
Forward-Looking Statements
This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may", "will" or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company's control, which could cause actual results to differ materially from such statements. These risks and uncertainties are described in greater detail in the Company's filings with the Securities and Exchange Commission ("SEC"), including, without limitation, the Company's Prospectus filed pursuant to Rule 424(b)(4) on December 6, 2013. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

text: Physicians Realty Trust

text: John T. Thomas

text: PHYSICIANS REALTY TRUST

text: Physicians Realty Trust

text: John T. Thomas

text: Physicians Realty Trust

text: Physicians Realty Trust

text: Physicians Realty Trust

text: Physicians Realty Trust


text:
EX-99.2
3
a06-24075_1ex99d2.htm
EX-99.2
Exhibit 99.2
Contacts:
Mark Stolper
FOR IMMEDIATE RELEASE
Primedex Health Systems, Inc.
NOVEMBER 15, 2006
Phone: (310) 445-2800
John Mills
Integrated Corporate Relations, Inc.
Phone: (310) 954-1105
Email: jmills@icrinc.com
PRIMEDEX HEALTH SYSTEMS, INC.
ANNOUNCES CLOSING OF ACQUISITION
OF RADIOLOGIX, INC.
Los Angeles, California. November 15, 2006. Primedex Health Systems, Inc. (OTCBB: PMDX.OB) today announced the completion of its previously announced acquisition of Radiologix, Inc. (AMEX: RGX). Primedex has acquired Radiologix in a cash and stock transaction which is valued, based upon the closing stock price of Primedex on November 14, 2006, at $221 million, including net debt as of September 30, 2006. With 134 locations throughout the United States, the combined company will be the largest owner and operator of fixed-site diagnostic imaging centers in the United States.
Under the terms of the agreement, Radiologix shareholders received an aggregate consideration of 22,621,922 shares of Primedex common stock and $42,950,000 in cash. Based upon Primedex's closing share price on November 14, 2006, each Radiologix shareholder received $1.79 in cash for each Radiologix share, plus one share of Primedex common stock for a total consideration of $4.59.
Dr. Howard Berger, president and chief executive officer of Primedex, stated, "The acquisition of Radiologix, which I hope will bring long-term benefits to our shareholders, employees, and patients alike, is a transforming event for our company. Despite this transaction, which creates the largest operator of fixed imaging centers, the $100 billion diagnostic imaging landscape remains highly fragmented and full of further opportunity. I believe this acquisition positions us in the near future to capitalize on the dynamic changes I foresee in our industry in the years to come. I welcome the Radiologix employees into the Primedex family and believe their future contributions will be valuable for the continued success of our company".
The acquisition of Radiologix, a national provider of imaging services headquartered in Dallas, Texas, allows Primedex to expand its presence in California, and gives Primedex a concentrated platform outside of California that it plans to optimize and grow. Primedex will use the acquisition to further its strategies of geographic clustering, exclusive capitation contracting and multi-modality product offerings, which it will now be able to pursue on a national scale.
1
Bear, Stearns & Co. Inc. acted as exclusive financial advisor to Radiologix with respect to the transaction. Jefferies & Company, Inc. acted as exclusive financial advisor to Primedex with respect to the transaction. Sheppard Mullin Richter & Hampton LLP acted as outside legal counsel to Primedex and Haynes & Boone acted as outside legal counsel to Radiologix with respect to the transaction.
ABOUT PRIMEDEX HEALTH SYSTEMS, INC.
Primedex Health Systems, Inc., is the California market leader in providing high-quality, cost-effective diagnostic imaging services through a network of fully-owned and operated outpatient imaging centers. As of October 31, 2006, Primedex owned and operated 65 facilities. For its fiscal year ended October 31, 2006, Primedex and its subsidiaries performed approximately 1,000,000 diagnostic imaging procedures. At October 31, 2006, together with Beverly Radiology Medical Group, the medical group that provides medical services to the majority of the Company's locations, the Company had a total of 950 full-time and 375 part-time and per-diem employees. For more information, visit www.radnet.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning the benefits of the proposed transaction, expected synergies, anticipated future financial and operating performance, and Primedex Health Systems' ability to continue to grow the business by generating patient referrals and contracts with radiology practices, recruiting and retaining technologists, and receiving third-party reimbursement for diagnostic imaging services, as well as Primedex's financial guidance, are forward-looking statements within the meaning of the Safe Harbor. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties which may cause Primedex's actual results to differ materially from the statements contained herein. These risks and uncertainties include, among others, problems that may arise in successfully integrating the businesses of the two companies; unexpected costs involved in the transaction; the inability of the combined companies to achieve cost-cutting synergies; future regulatory or legislative actions in the industry; as well as those set forth in Primedex's reports filed with the SEC, including its annual report on Form 10-K for the year ended October 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended January 31, 2006, April 30, 2006 and July 31, 2006 and the joint proxy statement/prospectus dated October 20, 2006. Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date it is made. Primedex undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
2

text: Primedex Health Systems, Inc.

text: PRIMEDEX HEALTH SYSTEMS, INC.

text: RADIOLOGIX, INC.

text: Primedex Health Systems, Inc.

text: Radiologix, Inc.

text: Primedex

text: Radiologix

text: Primedex

text: Radiologix

text: Primedex

text: Primedex

text: Radiologix

text: Radiologix

text: Primedex

text: Howard Berger

text: Primedex

text: Radiologix

text: Radiologix

text: Primedex

text: Radiologix

text: Primedex

text: Primedex

text: Primedex

text: Bear, Stearns & Co. Inc.

text: Radiologix

text: Jefferies & Company, Inc.

text: Primedex

text: Sheppard Mullin Richter & Hampton LLP

text: Primedex

text: Haynes & Boone

text: Radiologix

text: PRIMEDEX HEALTH SYSTEMS, INC.

text: Primedex Health Systems, Inc.

text: Primedex

text: Primedex

text: Primedex

text: Primedex

text: Primedex

text: Primedex


text:
EX-99.1
2
exhibit991-pracquireswestb.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Press Release
For Immediate Release
Guaranty Bancshares, Inc.
Acquires Westbound Bank
MOUNT PLEASANT, Texas, June 5, 2018 -- Guaranty Bancshares, Inc. (NASDAQ: GNTY), the holding company for Guaranty Bank & Trust, N.A., announced today the completion of its acquisition of Westbound Bank. Effective June 1, 2018, Westbound merged with and into Guaranty Bank & Trust, with Guaranty Bank & Trust surviving the merger.
As Guaranty expands its Texas banking franchise into the Houston metropolitan region, it will continue to operate Westbound's four locations located at 655 W. Grand Parkway South, Katy, 5231 Bellaire Boulevard, Bellaire, 15001 FM 529, Houston, and 244 South Loop 336 W., Conroe, Texas.
Ty Abston, Chairman of the Board and Chief Executive Officer of Guaranty, said, "The completion of our first acquisition into the dynamic Houston market is a key part our expansion strategy implemented several years ago. Westbound provides a talented team and an immediate market presence that would not have been possible through de novo expansion. Troy England, Westbound's CEO, has been named Houston Area Chairman for Guaranty and will lead our Houston MSA expansion efforts. Troy brings the experience and leadership necessary to grow our franchise in this region, and we are excited to have him as a part of our management team".
England, President and Chief Executive Officer of Westbound, stated, "Becoming a part of a leading Texas community bank like Guaranty that emphasizes local decision-making allows us to better serve our customers through expanded product offerings, increased loan limits, the latest technology, and a nationwide ATM network. Guaranty's community banking model and 32 locations throughout the state will enhance our customer's banking experience. I am excited about joining the Guaranty team and look forward to the opportunities it provides our shareholders, staff, and customers".
Under the terms of the agreement, Guaranty Bancshares, Inc. issued 900,000 shares of its common stock and paid cash in the aggregate amount of $4.67 million to the shareholders and option holders of Westbound. In addition, $1.75 million of cash merger consideration is being held in escrow by Guaranty Bancshares and may be distributed to the former holders of capital stock of Westbound at certain specified dates during the three-year period following closing in accordance with the terms and conditions of the merger agreement. Westbound was also permitted to pay a pre-closing cash distribution to its shareholders and option holders in an amount equal to their tangible equity in excess of $16.5 million, which was $5.55 million.
As of March 31, 2018, Westbound reported total assets of $229.7 million, total loans of $163.8 million and total deposits of $191.0 million. With the closing of this transaction, Guaranty's total assets are over $2.2 billion, with 32 locations operating in 24 Texas markets.
Guaranty was advised in this transaction by Sandler O'Neill + Partners, LP as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Westbound was advised by The Bank Advisory Group, LLC as financial advisor and Hunton Andrews Kurth LLP as legal counsel.
About Guaranty Bancshares
Guaranty Bancshares, Inc. is a bank holding company that conducts commercial banking activities through its wholly owned subsidiary, Guaranty Bank & Trust, N.A. One of the oldest regional community banks in Texas, Guaranty Bank & Trust provides its customers with a full array of relationship-driven commercial and consumer banking products and services, as well as mortgage, trust, and wealth management products and services. Guaranty Bank & Trust has 28 banking locations across 20 Texas communities located within the East Texas, Dallas/Fort Worth and Central Texas regions of the state. As of March 31, 2018, Guaranty had total assets of $2.0 billion, total loans of $1.4 billion and total deposits of $1.7 billion. Visit www.gnty.com for more information.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our results of operations, financial condition and financial performance. These statements are often, but not always, made through the use of words or phrases such as "may", "should", "could", "predict", "potential", "believe", "will likely result", "expect", "continue", "will", "anticipate", "seek", "estimate", "intend", "plan", "projection", "would" and "outlook", or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by
management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Such factors include, without limitation, the "Risk Factors" referenced from time to time in our reports and documents filed with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the following factors: business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic market areas; economic, market, operational, liquidity, credit and interest rate risks associated with our business; the composition of our loan portfolio, including deteriorating asset quality and higher loan charge-offs; the laws and regulations applicable to our business; our ability to achieve organic loan and deposit growth and the composition of such growth; increased competition in the financial services industry, nationally, regionally or locally; our ability to maintain our historical earnings trends; our ability to raise additional capital to execute our business plan; acquisitions and integrations of acquired businesses; systems failures or interruptions involving our information technology and telecommunications systems or third-party servicers; the composition of our management team and our ability to attract and retain key personnel; the fiscal position of the U.S. federal government and the soundness of other financial institutions; and the amount of nonperforming and classified assets we hold. We can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this communication, and we do not intend, and assume no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
###
Media / Investors Contact:
Cappy Payne
Senior Executive Vice President & CFO
Guaranty Bancshares, Inc.
(888) 572-9881
Investors@gnty.com

text: Guaranty Bancshares, Inc.

text: Westbound Bank

text: Guaranty Bancshares, Inc.

text: Guaranty Bank & Trust, N.A.

text: Westbound Bank

text: Guaranty Bank & Trust

text: Guaranty Bank & Trust

text: Guaranty

text: Ty Abston

text: Guaranty

text: Guaranty

text: Guaranty

text: Guaranty

text: Guaranty

text: Guaranty Bancshares, Inc.

text: Guaranty

text: Guaranty

text: Sandler O'Neill + Partners, LP

override: organization

text: Fenimore, Kay, Harrison & Ford, LLP

text: The Bank Advisory Group, LLC

text: Hunton Andrews Kurth LLP

text: Guaranty Bancshares, Inc.

text: Guaranty Bank & Trust, N.A.

text: Guaranty Bank & Trust

text: Guaranty Bank & Trust

text: Guaranty

text: Guaranty Bancshares, Inc.


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
DNB Financial Corporation
For further information, please contact:
Gerald F. Sopp CFO/Executive Vice-President
484.359.3138
FOR IMMEDIATE RELEASE
gsopp@dnbfirst.com
(NasdaqCM: DNBF)
DNB Financial Corporation Completes Acquisition of East River Bank
DOWNINGTOWN, Pa., October 3, 2016 (GLOBE NEWSWIRE) - DNB Financial Corporation ("DNB") (NASDAQ: DNBF), the parent company of DNB First, National Association ("DNB First"), today announced that it has completed its previously announced acquisition of East River Bank of Philadelphia ("East River"), effective October 1, 2016.
Pursuant to the terms of the merger, East River was merged with and into DNB First.
With the combination of the two organizations, DNB on a consolidated basis has approximately $1.1 billion in assets, $764 million in loans, and $841 million in deposits, with 15 branch offices in Chester, Delaware and Philadelphia counties, and is one of only six institutions with total assets of more than $1 billion headquartered in Southeastern Pennsylvania. All East River offices will be converted to the DNB First brand upon the completion of the banking system conversion, currently scheduled to occur in early November 2016.
"We are pleased to complete this merger of two institutions with a shared legacy of strong financial performance and community engagement", said William J. Hieb, president and chief executive officer of DNB. "As the new, more powerful DNB, we're able to deliver a comprehensive set of financial products and services to consumers and businesses throughout the greater Philadelphia region, while seeking to generate greater earnings for our shareholders. We're excited and energized about the opportunities before us".
About DNB Financial Corporation
DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 15 locations. Founded in 1860, DNB First, in addition to providing a broad array of consumer and business banking products, offers brokerage and insurance services through DNB Investments & Insurance and investment management services through DNB Investment Management & Trust. DNB Financial Corporation's shares are traded on NASDAQ's Capital Market under the symbol: DNBF. We invite our customers and shareholders to visit our website at http://www.dnbfirst.com. DNB's Investor Relations site can be found at http://investors.dnbfirst.com.
For further information, please contact:
Investors - Gerald F. Sopp, Executive Vice President, Chief Financial Officer
484.359.3138
gsopp@dnbfirst.com
Media - Jonathan T. McGrain, Senior Vice President, Marketing
484.359.3221
jmcgrain@dnbfirst.com
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to DNB and East River, or other effects of the merger of DNB and East River. These forward-looking statements include statements with respect to DNB's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond DNB's control). The words "may", "could", "should", "would", "will", "believe", "anticipate", "estimate", "expect", "intend", "plan" and similar expressions are intended to identify forward-looking statements.
In addition to factors previously disclosed in the reports filed by DNB with the Securities and Exchange Commission (the "SEC") and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: difficulties and delays in integrating the East River business or fully realizing anticipated cost savings and other benefits of the merger; business disruptions following the merger; the strength of the United States economy in general and the strength of the local economies in which DNB and East River conduct their operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; the downgrade, and any future downgrades, in the credit rating of the U.S. Government and federal agencies; inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; the willingness of users to substitute competitors' products and services for DNB's products and services; the success of DNB in gaining regulatory approval of its products and services, when required; the impact of changes in laws and regulations applicable to financial institutions (including laws concerning taxes, banking, securities and insurance); technological changes; additional acquisitions; changes in consumer spending and saving habits; the nature, extent, and timing of governmental actions and reforms; and the success of DNB at managing the risks involved in the foregoing. Annualized, pro forma, projected and estimated numbers presented herein are presented for illustrative purpose only, are not forecasts and may not reflect actual results.
DNB cautions that the foregoing list of important factors is not exclusive. Readers are also cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this press release, even if subsequently made available by DNB on its website or otherwise. DNB does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of DNB to reflect events or circumstances occurring after the date of this press release.
2
For a complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the SEC, including our most recent annual report on Form 10-K, as supplemented by our quarterly or other reports subsequently filed with the SEC.
3

text: DNB Financial Corporation

text: Gerald F. Sopp

text: DNB Financial Corporation

text: East River Bank

text: DNB Financial Corporation

text: East River Bank of Philadelphia

text: William J. Hieb

text: DNB Financial Corporation

text: DNB Financial Corporation

text: DNB Financial Corporation

text: Gerald F. Sopp


text:
EX-99.1
4
ex991creativecirclepressre.htm
PRESS RELEASE
Ex 99.1 Creative Circle Press Release
PRESS RELEASE
June 5, 2015
On Assignment Closes Acquisition of Creative Circle
On Assignment to Meet Growing Demand for Professionals with Digital/Creative and IT Skills
Transaction Is Immediately Accretive to On Assignment EPS
Calabasas, Calf.-June 5, 2015-On Assignment, Inc. (NYSE: ASGN), a leading global provider of diversified professional staffing solutions, today announced the completion of its acquisition of privately-held Creative Circle, LLC for $570 million, and up to an additional $30 million based on operating performance during 2015. "With the addition of Creative Circle, On Assignment will be able to provide a broader range of staffing services to our clients as their business models and marketing demands focus on digital solutions", said Peter T. Dameris, On Assignment's President and Chief Executive Officer. "Consumers' rapidly growing demand for real-time information and services requires an increase in highly-skilled, talented professionals to support this digital platform. The need for technical and creative services creates a great opportunity for us to align Creative Circle with our On Assignment divisions that specialize in IT to expand our service offering".
Under the terms of the purchase agreement, On Assignment acquired all of Creative Circle's equity for consideration of $570 million, plus additional consideration of up to $30 million if certain performance targets for 2015 are achieved. The consideration at closing was comprised of $540 million in cash and $30 million of equity (794,700 shares of the Company's common stock). The acquisition is immediately accretive before any synergy savings to On Assignment's GAAP earnings per share and adjusted earnings per share.
In connection with the acquisition, On Assignment entered into a new $975 million credit facility. Proceeds from the new facility were used to fund the cash portion of the purchase consideration and repay borrowings under the existing credit facility. At closing, approximately $875 million will be outstanding under the facility. The new credit facility is comprised of an $825 million seven-year term B loan, which bears interest at LIBOR (floor of 75 basis points) plus 3.0 percent and a $150 million five-year revolving credit facility, which bears interest at LIBOR plus 2.5 percent. The term B loan was issued with an original issue discount of 50 basis points. Wells Fargo Bank, National Association served as the administrative agent for the credit facility.
In connection with the closing, On Assignment also granted restricted stock unit awards to 55 Creative Circle employees covering an aggregate of 143,070 On Assignment shares. Of these, two executives were granted awards that will vest, subject to continued service, (a) as to 40% of the award over three years based on the achievement of performance targets for each of the three years following the closing, and (b) as to 60% of the awards in three equal installments on the first anniversary of the closing date and upon January 1 of 2017 and 2018 if a 2015 performance target is achieved. The awards granted to the other Creative Circle employees will vest, subject to the employee's continued service, (a) as to 40% of the award over four years with 25% of each award vesting on the first anniversary of the closing and the remaining 75% vesting in 12 substantially equal quarterly installments thereafter, and (b) as to 60% of the award initially vesting in 12 substantially equal quarterly installments beginning on April 1, 2016 and on each quarterly anniversary thereafter if a 2015 performance target is achieved. The restricted stock unit awards were granted to the Creative Circle employees as employment inducement awards pursuant to New York Stock Exchange rules.
Creative Circle will become a division of On Assignment and continue to operate under the Creative Circle brand name. The current leadership team will continue to oversee the day-to-day operations of the business.
Dameris added, "We look forward to working with the talented team at Creative Circle to best serve our respective clients with a complete digital staffing solution. Additionally, with Creative Circle joining the On Assignment family of companies we move closer to achieving our $3 billion target in annual revenues by 2018".
About Creative Circle
Founded in 2002, Creative Circle is one of the largest creative staffing agencies in North America, providing digital, marketing, advertising, and creative talent to a wide range of companies. Creative Circle has developed a business model that enables it to attract and place high-level talent on demand. The collaborative, team-based approach between account executives and recruiters includes a diligent screening process of all candidates to ensure the right fit for each and every placement.
About On Assignment
On Assignment, Inc. is a leading global provider of in-demand, skilled professionals in the growing technology, life sciences, and creative sectors, where quality people are the key to success. The Company goes beyond matching resumes with job descriptions to match people they know into positions they understand for temporary, contract-to-hire, and direct hire assignments. Clients recognize On Assignment for its quality candidates, quick response, and successful assignments. Professionals think of On Assignment as career-building partners with the depth and breadth of experience to help them reach their goals.
On Assignment, which is based in Calabasas, California, was founded in 1985 and went public in 1992. The Company has a network of branch offices throughout the United States, Canada, United Kingdom, and Europe. To learn more, visit http://www.onassignment.com.
Safe Harbor
Certain statements made in this news release are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding the Company's anticipated financial and operating performance in 2015, and other statements regarding the expected performance of On Assignment and of the combined company. All statements in this release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results might differ materially. In particular, the Company makes no assurances that the estimates of revenues or earnings per share set forth above will be achieved. Factors that could cause or contribute to such differences include actual demand for our services, our ability to attract, train and retain qualified staffing consultants, our ability to remain competitive in obtaining and retaining clients, the availability of qualified temporary professionals, management of our growth, continued performance of our enterprise-wide information systems, our ability to manage our potential or actual litigation matters, the successful integration of our recently acquired subsidiaries, the successful implementation of our five-year strategic plan, and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on March 2, 2015 and our Form 10-Q for the three months ended March 31, 2015, as filed with the SEC on May 8, 2015. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.
Contact:
Media Inquiries:
Muirfield Partners
Mickey Mandelbaum
Maya Pogoda
(310) 785-0810
or
Investor Inquiries:
On Assignment, Inc.
Ed Pierce
Chief Financial Officer
(818) 878-7900

text: Creative Circle

text: On Assignment

text:
Creative Circle
On Assignment

text: On Assignment

text: On Assignment, Inc.

text: Creative Circle

text: Creative Circle

text: On Assignment

text: On Assignment

text: Creative Circle

text: On Assignment

text: On Assignment

text: Creative Circle

text: On Assignment

text: On Assignment

text: Wells Fargo Bank, National Association

text: On Assignment

text: Creative Circle

text: On Assignment

text: Creative Circle

text: Creative Circle

text: Creative Circle

text: On Assignment

text: Creative Circle

text: Creative Circle

text: Creative Circle

text: On Assignment

text: Creative Circle

text: Creative Circle

text: Creative Circle

text: On Assignment

text: On Assignment, Inc.

text: On Assignment

text: On Assignment

text: On Assignment

text: On Assignment

text: On Assignment, Inc.

text: Ed Pierce


text:
EX-99.1
29
pressrelease-megapath.htm
PRESS RELEASE DATED MAY 10, 2018 OF FUSION CONNECT, INC. ANNOUNCING ITS PROPOSED ACQUISITION OF MEGAPATH HOLDING CORPORATION
Blueprint
------------------------------------------------------------------------------------------------------------------------
Fusion Announces Definitive Agreement to Acquire
MegaPath
Integrated Cloud Services Provider Adds $70 Million
Incremental Annual Revenue, Over 8,000 Business Customers, and
Enhanced Sales and Distribution Capabilities
NEW
YORK, NY -- May 10, 2018 -- Fusion (NASDAQ: FSNN), a leading
provider of cloud services, announced today that it has signed a
definitive agreement to acquire privately-held MegaPath Holding
Corporation ("MegaPath"). Based in Pleasanton,
California, MegaPath provides a robust, fully-integrated suite of
cloud services including Unified Communications as a Service
(UCaaS), cloud computing, security, SD-WAN and cloud connectivity.
The transaction is valued at under 5.0x pro forma Adjusted EBITDA
including anticipated cost synergies realized within 12 months of
closing.
Total
consideration in the transaction is $71.5 million. Up to
$10.0 million of the consideration is payable at
Fusion's election in unregistered shares of Fusion common
stock priced at $5.78 per share. Fusion intends to fund the cash
portion of the consideration via borrowings under its First Lien
Senior Secured Credit Facility, $62.0 million of which is
currently held in escrow for this acquisition. The transaction is
expected to close within the next 90 days, subject to receipt of
certain regulatory approvals and other customary closing
conditions.
Highlights
●
Contributes
additional financial scale with approximately $70 million in
annual revenue, 95% of which consists of contracted monthly
recurring revenue (MRR), and adjusted EBITDA of approximately
$15 million including anticipated cost synergies
●
Adds more than
8,000 small and medium business and large enterprise customers,
with an average monthly revenue per customer (ARPU) of $750 and
1.0% monthly churn
●
Provides a robust,
customizable and highly scalable back office/OSS platform that is
expected to be utilized across the full company to support
enterprise customer needs and increase efficiency
●
Adds approximately
45 quota-bearing sales representatives across direct and indirect
sales channels as well as a number of distribution partners,
driving upselling and cross-selling opportunities and deepening
Fusion's strong relationships throughout the Channel Partner
sales channel
●
Brings a highly
capable staff of experienced cloud services professionals with
expertise to facilitate more rapid integration of the businesses
and execution of Fusion's strategy
Matthew
Rosen, Fusion's Chairman and CEO, said, "This
transaction is further evidence that Fusion is rapidly building a
cloud services industry leader around our unique and compelling
single-source strategy. MegaPath is an ideal fit with our strategic
objectives as it adds a diverse, high-value business customer base,
a team of cloud services experts, and incremental financial scale,
with a high percentage of MRR, high ARPU and low churn relative to
industry averages. Given the similarities between our businesses,
we expect the MegaPath acquisition to facilitate the customer,
operational and financial integration of Birch, enabling us to
drive Fusion's strategy more efficiently across the entire
organization".
-1-
"The
Cloud Services market is recognizing the superior value of
integrated solutions from a single-source provider", said
Craig Young, MegaPath's CEO. "Fusion's
differentiated strategy, its high-quality integrated product suite
and its scalable platform are therefore a natural fit with
MegaPath's business and culture. Our participation in the
equity of Fusion through this transaction underscores our
confidence that the combination of the two companies will create
significant value for shareholders. Furthermore, our customers will
continue to benefit from the same high levels of service quality,
customer care and innovation from Fusion that they've come to
expect from MegaPath".
Bank
Street Group served as the exclusive financial advisor to MegaPath
in connection with this transaction.
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
This
press release contains forward-looking statements relating to
future events. 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
complete the acquisition of MegaPath, its ability to obtain the
required approvals necessary to close that transaction, and its
ability to integrate that business following the closing; the
Company's ability to comply with covenants included in its
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 http://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
-2-

text: FUSION CONNECT, INC.

text: MEGAPATH HOLDING CORPORATION

text: Fusion

text: MegaPath

text: Fusion

text:
MegaPath Holding
Corporation

text: MegaPath

text: MegaPath

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: MegaPath

text: MegaPath

text: Fusion

text: MegaPath

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: MegaPath

text:
Bank
Street Group

text: MegaPath

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: Fusion

text: MegaPath

text: Fusion

text: Fusion

text: Fusion


text:
EX-99.1
3
exhibit991hcs.htm
EX-99.1
exhibit991hcs
1 November 1, 2021 MATERION COMPLETES ACQUISITION OF H.C. STARCK'S ELECTRONIC MATERIALS PORTFOLIO CREATING A GLOBAL LEADER IN PREMIUM THIN FILM MATERIALS FOR THE SEMICONDUCTOR MARKET MAYFIELD HEIGHTS, Ohio - November 1, 2021 - Materion Corporation (NYSE: MTRN), a world leader in high performing advanced materials, announced today that it has completed its previously announced acquisition of H.C. Starck Solutions' industry-leading electronic materials business, located in Newton, Massachusetts (HCS-Electronic Materials). HCS-Electronic Materials utilizes proprietary technology and extensive material science know-how to deliver tantalum- and niobium-based premium products and services for the semiconductor, industrial, and aerospace & defense markets. Building on Materion's existing portfolio of electronic materials and premium thin film target solutions, the acquisition significantly enhances the company's position as a leading global supplier to the high-growth semiconductor industry. "HCS-Electronic Materials is a highly strategic and transformative addition that significantly extends our global reach and expands our position with leading semiconductor chip manufacturers, as well as top industrial and aerospace and defense customers", Materion President and CEO Jugal Vijayvargiya said. "This acquisition is expected to provide compelling growth opportunities while accelerating our transformation into a leading provider of advanced materials solutions to global, high-tech markets. We are excited about the opportunities ahead and we welcome the highly-skilled team members of HCS- Electronics Materials to the Materion family." HCS-Electronic Materials is expected to generate revenues of approximately $145 million and adjusted EBITDA of approximately $29 million in 2021. On an annual basis, this would add 19% to Materion's Value-Added Sales and adjusted EBITDA of approximately $29 million, which would represent an adjusted EBITDA margin of approximately 20%. The acquisition is expected to be immediately accretive to adjusted EBITDA margin and adjusted EPS. On the closing date, Materion acquired HCS-Electronic Materials by way of a stock purchase for an aggregate purchase price of $380 million in cash, on a cash-free, debt-free basis. The purchase price is subject to certain customary purchase price adjustments for working capital and other transaction-related items. More information about the acquisition and its impact on Materion's strategic transformation can be found on our website at (HCS Acquisition Details). About Materion Materion Corporation is headquartered in Mayfield Heights, Ohio. Materion, through its wholly owned subsidiaries, supplies highly engineered advanced enabling materials to global markets. Products include precious and non-precious specialty metals, inorganic chemicals and powders, specialty coatings, specialty engineered beryllium alloys, beryllium and beryllium composites, and engineered clad and plated metal systems. Exhibit 99.1
2 FORWARD-LOOKING STATEMENTS Portions of the narrative set forth in this document that are not statements of historical or current facts are forward-looking statements. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein: our ability to achieve the strategic and other objectives related to the acquisition of HCS-Electronic Materials, including any expected synergies; our ability to successfully integrate the HCS-Electronic Materials business and other such acquisitions and achieve the expected results of the acquisition, the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition, and liquidity; the global economy, including the impact of tariffs and trade agreements; the condition of the markets which we serve, whether defined geographically or by segment; changes in product mix and the financial condition of customers; our success in developing and introducing new products and new product ramp-up rates; our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; our success implementing our strategic plans and the timely and successful completion and start-up of any capital projects; other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, and the impact of the Materion's stock price on the cost of incentive compensation plans; the uncertainties related to the impact of war, terrorist activities, and acts of God; changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations; the conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects; the disruptions on operations from, and other effects of, catastrophic and other extraordinary events; and the risk factors set forth in Part 1, Item 1A of our 2020 Annual Report on Form 10-K. Materion Corporation is headquartered in Mayfield Heights, Ohio. Materion, through its wholly owned subsidiaries, supplies highly engineered advanced enabling materials to global markets. Products include precious and non-precious specialty metals, inorganic chemicals and powders, specialty coatings, specialty engineered beryllium alloys, beryllium and beryllium composites, and engineered clad and plated metal systems. Investor Contact: Media Contact: John Zaranec Shannon Bennett (216) 383-4010 (216) 383-4094 john.zaranec@materion.com shannon.bennett@materion.com

text: MATERION

text: H.C. STARCK

text: Materion Corporation

text: H.C. Starck Solutions

text: Materion

text: Materion

text: Materion

text: Materion

text: Materion

text: HCS

text: Materion

text: HCS

text: Materion

text: Materion Corporation

text: Materion

text: HCS

text: HCS

text: Materion

text: Materion Corporation

text: Materion


text:
EX-99
7
ex99.htm
PRESS RELEASE
Unassociated Document
Exhibit
99
NATIONAL
PATENT DEVELOPMENT CORPORATION SELLS THE
BUSINESS
AND ASSETS OF ITS MXL INDUSTRIES SUBSIDIARY
NEW YORK, June 19,
2008
--National Patent Development Corporation (OTC Bulletin Board:
NPDV.OB - News) today
announced the sale by
its wholly-owned subsidiary, MXL Industries, Inc., of all of the operating
assets (including the right to use the name "MXL"), subject to the assumption of
substantially all of the operating liabilities, of its optical plastics molding
and precision coating plastics business to an investment group which includes
the senior management of the MXL business unit. The Company made
certain customary representations and warranties to the buyer in connection with
the transaction.
The Company, through its wholly-owned
subsidiary, received consideration at the Closing equal to $5.2 million in cash,
of which $2.2 million was utilized to fully pay the bank debt relating to the
MXL business, and the remaining funds were added to the general cash reserves of
the Company. The Company will also have an equity interest in the
purchasing entity which, after the receipt by the purchasing entity of certain
additional funds anticipated to be invested by third parties, is expected to
approximate 19.9%.
Harvey
Eisen, Chairman and CEO of National Patent, commented, "The sale of the MXL
business is an important step in refocusing National Patent on its core
distribution operations. The proceeds from the sale de-leverage our
balance sheet, strengthen our financial resources and further position National
Patent to take advantage of opportunities that the current economic environment
may present." Mr. Eisen added, "We wish Jim Eberle and his
management team all the best as the new owners of the business and thank them
for their past service".
About
National Patent Development Corporation
National
Patent Development Corporation (OTC Bulletin Board: NPDV.OB - News), owns
approximately 75% of Five Star Products. In addition, National Patent
owns certain other non-core assets including real estate.
Safe
Harbor Statement
This
press release contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private
Securities Litigation Reform Act of 1995, including statements relating to,
among other things, future business plans, strategies and financial position,
working capital and capital expenditure needs, growth opportunities, and any
statements of belief and any statements of assumptions underlying any of the
foregoing. Neither the Company nor Five Star Products, Inc. have any material
third party commitments with respect to growth plans. There is no assurance that
specific plans can be executed or, if executed, will be successful from an
operational or financial standpoint. These plans could require capital beyond
the funds presently available to the Company.
These
forward-looking statements reflect the current view of the management of
National Patent Development Corporation with respect to future events and
financial performance and are subject to certain risks, uncertainties,
assumptions and changes in condition that could cause actual results to differ
materially from those in the forward-looking statements, all of which are
difficult to predict and many of which are beyond the control of National Patent
Development Corporation, including, but not limited to the risks, uncertainties,
assumptions and changes in condition detailed National Patents' periodic reports
and registration statements filed with the Securities and Exchange
Commission.
National
Patent Development Corporation does not intend to, and disclaims any duty or
obligation to, update or revise any forward-looking statements or industry
information set forth in this press release to reflect new information, future
events or otherwise.
Contact:
National
Patent Development Corporation
John
Belknap, 646-742-1627

text:
NATIONAL
PATENT DEVELOPMENT CORPORATION

text: National Patent Development Corporation

text:
Harvey
Eisen

text: National Patent Development Corporation

text:
National
Patent Development Corporation

text: National Patent Development Corporation

text:
National Patent
Development Corporation

text:
National
Patent Development Corporation

text:
National
Patent Development Corporation


text:
EX-99.1
2
a10-6298_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
Contact:
Neenah
Paper, Inc.
Bill
McCarthy
Vice
President - Financial Analysis and Investor Relations
678-518-3278
Neenah Paper Completes Sale of Timberlands for C$82,500,000
ALPHARETTA,
GEORGIA - March 12, 2010 - Neenah Paper, Inc. (NYSE: NP) today
announced it had completed the previously announced sale of its remaining
475,000 acres of timberlands in Nova Scotia for C$82.5 million to Northern Pulp
Nova Scotia, through their affiliate, Northern Timber Nova Scotia. Cash
received at closing was used to reduce debt. A pre-tax book gain on the sale of
approximately $75 million will be recognized in the first quarter as well as a
non-cash gain of $88 million for the reclassification of deferred foreign
currency translation gains from accumulated other comprehensive income. Both of
these gains will be recorded as income from Discontinued Operations.
About Neenah Paper, Inc.
Neenah Paper is a leading global manufacturer of
premium, performance- based papers and specialty products used in a variety of
applications including filtration, printing and writing, and as backing and
component materials for many specialized industrial and consumer applications.
Products are marketed under well-known brands such as CLASSIC®, ENVIRONMENT®,
CRANE®, KIMDURA®, Gessner®, JET-PRO® SofStretch™ and varitess®. Based in
Alpharetta, Georgia, the company has paper manufacturing operations in the
United States and Germany. Additional information about Neenah Paper can be
found at the company's web site,
www.neenah.com
.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release may
constitute "forward-looking" statements as defined in Section 27A of the
Securities Act of 1933 (the "Securities Act"), Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"), or in releases made by the
Securities and Exchange Commission, all as may be amended from time to time.
Statements contained in this press release that are not historical facts may be
forward-looking statements within the meaning of the PSLRA. Any such
forward-looking statements reflect our beliefs and assumptions and are based on
information currently available to us and are subject to risks and
uncertainties that could cause actual results to differ materially including,
but not limited to: (i) worldwide economic conditions, which have
deteriorated significantly in the U.S., Germany and many other countries and
regions, (ii) significant capital and credit market volatility and
deterioration, (iii) U.S. dollar/Euro and other exchange rates, (iv) changes
in prices for pulp, energy, latex and other raw materials, (v) the
cost or availability of raw materials, (vi) unanticipated
expenditures related to the cost of compliance with environmental and other
governmental regulations and (vii) the ability of the company to realize
anticipated cost savings. These and other factors that could cause or
contribute to actual results differing materially from any forward-looking
statements are discussed in more detail in our other filings with the
Securities and Exchange Commission.
Forward-looking statements are only predictions and involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
These cautionary statements are being made pursuant to the Securities
Act, the Exchange Act and the PSLRA with the intention of obtaining the
benefits of the "safe harbor" provisions of such laws. Neenah Paper, Inc.
cautions investors that any forward-looking statements we make are not
guarantees or indicative of future performance.
2

text:
Neenah
Paper

text: Neenah Paper

text: Neenah Paper

text: Northern Pulp

text: Neenah Paper

text: Neenah Paper

text: Neenah Paper

text: Neenah Paper


text:
EX-99.1
3
a50929exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
PRESS
RELEASE
Fidelity National Financial, Inc. Announces the Closing of the Acquisition of Commonwealth Land Title
Insurance Company, Lawyers Title Insurance Corporation and United Capital Title Insurance Company
Jacksonville, Fla. - (December 22, 2008) - Fidelity National Financial, Inc. (NYSE:FNF)
today announced the closing of the acquisition of LandAmerica Financial Group, Inc.'s two principal
title insurance underwriters, Commonwealth Land Title Insurance Company ("Commonwealth") and
Lawyers Title Insurance Corporation ("Lawyers"), as well as United Capital Title Insurance Company
("United").
The total purchase price for Commonwealth and Lawyers was approximately $235 million. Chicago
Title Insurance Company ("Chicago Title") and Fidelity National Title Insurance Company ("Fidelity
National Title") paid a total of approximately $135 million in cash to LFG. Additionally, FNF paid
LFG a total consideration of approximately $100 million consisting of a $50 million subordinated
note due in 2013, with an interest rate of 2.36 percent, and approximately $50 million in FNF
common stock.
"The acquisition of these established title insurance franchises is an historic opportunity
for FNF", said Chairman William P. Foley, II. "This combination creates the largest title insurer
in the United States, with pro forma 2007 market share of approximately 46% and dominant positions
in both the residential and commercial markets. We will have an unrivaled balance sheet, including
an investment portfolio of approximately $5.5 billion and reserve for claim losses that will exceed
$2.3 billion. We are thrilled to welcome these underwriters and their employees, agents and
customers into the FNF title insurance family and are confident that Commonwealth, Lawyers and
United will provide significant contributions to our ongoing goal of continually creating value for
our shareholders".
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance,
specialty insurance, claims management services and information services. FNF is one of the
nation's largest title insurance companies through its title insurance underwriters - Fidelity
National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title - that issue approximately 27 percent of all title
insurance policies in the United States. FNF also provides flood insurance, personal lines
insurance and home warranty insurance through its specialty insurance business. FNF also is a
leading provider of outsourced claims management services to large corporate and public sector
entities through its minority-owned subsidiary, Sedgwick CMS. FNF is also a leading information
services company in the human resource, retail and transportation markets through another
minority-owned subsidiary, Ceridian Corporation. More information about FNF can be found at
www.fnf.com.
This press release contains forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Forward-looking statements are based on
management's beliefs, as well as assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to future economic performance
and are not statements of fact, actual results may differ materially from those projected. We
undertake no obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to: the possibility that the revenues, cost
savings, growth prospects and any other synergies expected from the proposed transaction may not be
fully realized or may take longer to realize than expected; changes in general economic, business
and political conditions, including changes in the financial markets; continued weakness or adverse
changes in the level of real estate activity, which may be caused by, among other things, high or
increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our
potential inability to find suitable acquisition candidates, acquisitions in lines of
business that
will not necessarily be limited to our traditional areas of focus, or difficulties in integrating
acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant
competition that our operating subsidiaries face; compliance with extensive government regulation
of our operating subsidiaries; and other risks detailed in the "Statement Regarding
Forward-Looking Information", "Risk Factors" and other sections of the Company's Form 10-K and
other filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer, 904-854-8120, dkmurphy@fnf.com

text: Fidelity National Financial, Inc.

text: Lawyers Title Insurance Corporation

text: United Capital Title Insurance Company

text: Fidelity National Financial, Inc.

text: Lawyers Title Insurance Corporation

text: United Capital Title Insurance Company

text: Fidelity National Financial, Inc.

text: Fidelity National Financial, Inc.