text:
EX-99.1
3
ex991vnrclosingoferocmerge.htm
Exhibit
Exhibit 99.1
NEWS RELEASE
Vanguard Natural Resources, LLC Announces Closing of the Eagle Rock Energy Partners, L.P. Merger
HOUSTON-(GLOBE NEWSWIRE)-October 8, 2015-Vanguard Natural Resources, LLC (NASDAQ: VNR) ("Vanguard") today announced the closing of the previously announced merger with Eagle Rock Energy Partners, L.P. ("Eagle Rock"). In accordance with the terms of the merger agreement, Eagle Rock has become a wholly-owned indirect subsidiary of Vanguard, and Vanguard will issue approximately 28.75 million Vanguard common units in exchange for all of Eagle Rock's outstanding common units.
Scott W. Smith, Vanguard's President and Chief Executive Officer commented, "We are very pleased with the closing of this transaction. The assets being acquired are attractive bolt-ons to our Arkoma, Permian and Gulf Coast basin operations. In addition, this transaction offers a meaningful position in the SCOOP and STACK plays in the Anadarko basin which will provide attractive drilling opportunities for the next several years. Considering the previously announced merger closing with LRR Energy, L.P., we believe that all three companies' unitholders will benefit from a larger, more diversified entity with lower financial leverage and strong positions in several key U.S. basins. We believe this transaction should have a positive impact on all aspects of our business. We welcome the Eagle Rock unitholders into Vanguard".
Vanguard will continue to trade on the NASDAQ Global Select Market under the ticker symbol "VNR." Effective October 9, 2015, trading in Eagle Rock common units will be discontinued. American Stock Transfer & Trust Company, LLC, exchange agent for Vanguard and Eagle Rock, will mail letters of transmittal to all Eagle Rock unitholders of record immediately prior to the merger with instructions on how to surrender their common unit certificates or common units in book-entry form in exchange for the merger consideration. Eagle Rock unitholders should not surrender their common unit certificates or book-entry common units until they have completed the letters of transmittal. Eagle Rock unitholders who held their shares in "street name" through a bank or broker should contact their bank or broker to determine what actions they must take to receive the merger consideration.
Transaction Highlights
.
Eagle Rock's long-life, mature assets are well-suited for Vanguard's upstream MLP model;
.
Proved R/P of approximately 14 years;
.
Eagle Rock's low leverage will positively impact Vanguard's debt metrics and credit profile;
.
Assets add scale in Vanguard's existing Gulf Coast and Permian basins and establishes a new operating platform in the SCOOP/STACK play in the Anadarko basin;
.
Significant potential for cost savings through G&A and operational synergies;
.
Retained experienced personnel from Eagle Rock to expand Vanguard's employee base;
.
Q2 2015 production of approximately 80 MMcfe/d, increasing Vanguard's Q2 2015 production by 22%;
.
Balanced reserves mix of 53% natural gas, 21% oil, and 26% natural gas liquids;
.
Proved reserves at December 31, 2014 (SEC pricing) of approximately 318 Bcfe, increases Vanguard's estimated proved reserves by 16%; and
.
Adds approximately 1,778 producing wells and approximately 202,632 net acres;
About Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing
oil and natural gas reserves located in the Green River Basin in Wyoming, the Arkoma Basin in Arkansas and Oklahoma, the Anadarko Basin in Oklahoma and North Texas, the Permian Basin in West Texas and New Mexico, the Big Horn Basin in Wyoming and Montana, the Piceance Basin in Colorado, the Gulf Coast Basin in Texas, Louisiana and Mississippi, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming and the Powder River Basin in Wyoming. More information on Vanguard can be found at www.vnrllc.com.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933. All statements other than historical facts, including, without limitation, statements regarding the expected benefits of the transaction to Vanguard and Eagle Rock and their unitholders, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of the combined company, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as we "may", "can", "expect", "intend", "plan", "estimate", "anticipate", "predict", "project", "foresee", "believe", "will", "should", "would" or "could", or the negative thereof or variations thereon or similar terminology, are generally intended to identify forward-looking statements. It is uncertain what impact the merger will have on the results of operations and financial condition of Vanguard. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements.
These risks and uncertainties include, but are not limited to: Vanguard's and Eagle Rock's ability to integrate successfully after the transaction and achieve anticipated benefits from the proposed transaction; risks relating to any unforeseen liabilities of Vanguard or Eagle Rock; declines in oil, NGL or natural gas prices; the level of success in exploitation, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploitation and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base under Vanguard's credit agreements; the ability of Vanguard to comply with covenants contained in the agreements governing its indebtedness; ability to generate sufficient cash flows from operations to meet the internally-funded portion of any capital expenditures budget; ability to obtain external capital to finance exploitation and development operations and acquisitions; federal, state and local initiatives and efforts relating to the regulation of hydraulic fracturing; failure of properties to yield oil or gas in commercially viable quantities; uninsured or underinsured losses resulting from oil and gas operations; inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws and regulations governing oil and gas operations; ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; competition in the oil and gas industry; risks arising out of hedging transactions. Vanguard and Eagle Rock caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors are contained in Vanguard's and Eagle Rock's Annual Reports on Form 10-K for the period ended December 31, 2014, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings, which are available on the SEC's website, http://www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. Except as required by law, neither Vanguard nor Eagle Rock intends to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Source: Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC
Investor Relations Contact
Lisa Godfrey, 832-327-2234
Director of Investor Relations
investorrelations@vnrllc.com

text: Vanguard Natural Resources, LLC

text: Eagle Rock Energy Partners, L.P.

text: Vanguard Natural Resources, LLC

text: Vanguard

text: Eagle Rock Energy Partners, L.P.

text: Eagle Rock

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: LRR Energy, L.P.

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Eagle Rock

text: Eagle Rock

text: Eagle Rock

text: Eagle Rock

text: Eagle Rock

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Vanguard

text: Vanguard Natural Resources, LLC

text: Vanguard Natural Resources, LLC

text: Vanguard

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Vanguard

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Eagle Rock

text: Vanguard

text: Eagle Rock

text: Vanguard Natural Resources, LLC

text: Vanguard Natural Resources, LLC


dataset: buster

text:
EX-99.1
3
ex99-1.htm
Exhibit
99.1
Argentum
47, Inc. Acquires its first Financial Advisory Firm with circa
US$38.75
Million of Funds under Administration.
Dubai,
August 1, 2018 - Argentum 47, Inc. (
www.arg47.com
),
formerly known as Global Equity International, Inc.
,
(OTCQB: ARGQ)
and its fully-owned foreign subsidiaries, a specialist in both Retail and Corporate Financial Services,
Corporate Consultancy and Human Resources, with offices located in Dubai and the United Kingdom, today announced
it has
acquired its first Financial Advisory Firm with funds under administration, Cheshire Trafford (U.K.) Limited. With over 700 clients
and US$38.75 million of funds under administration, Cheshire Trafford (www.cheshire-trafford.co.uk/) is an award
winning company specializing in Investment Advice, Tax Planning, Life Assurance, and Pensions.
Through
its fully owned UK subsidiary, Argentum 47 Financial Management Limited, the Company has officially commenced its inorganic growth
plan with its first acquisition being Cheshire Trafford (U.K.) Limited.
Peter Smith, CEO of Argentum 47, Inc., said:
"
Cheshire Trafford has a loyal and long term generational client bank with around US$39 million on its books. This acquisition
will now kick start our growth program with the next targeted acquisition bringing a further US$52 million of funds under administration,
also being driven towards its conclusion. Over the course of the next 12 months we will look to maximize the value within Cheshire
Trafford, increase the total funds under administration, increase the annual revenue and extend and enhance the service
to the clients with new products and offerings.
"
Smith
also stated: "This
acquisition significantly increases its reach in the UK by putting us within the zone recently deemed as
'
The
UK Northern Power House' by the British Government, the Northern part of the United Kingdom is destined for
significant growth and Governmental support over the coming years in particular for growing and expanding businesses. The Hull
City Region, where Cheshire Trafford is based, is one of the six major focus locations for the Northern Power House development.
This growth will offer many potential opportunities for Cheshire Trafford and for our existing capital market business model.
The potential for regional growth is huge and in Cheshire Trafford we have a strong, steady, revenue earning platform to explore
these opportunities with the security of a US$39 million book of business. It
'
s
a very nice acquisition and super subsidiary for our Company.
"
Cheshire
Trafford (U.K.) Limited was incorporated in 1976 as a limited liability company. It is licensed and fully regulated
by the U.K. Financial Conduct Authority (FCA register number 115194). Its offices are located in the Hull city region, North Eastern
part of the United Kingdom.
About
Argentum 47, Inc. and Subsidiaries.
Argentum 47, Inc. ("Argentum")
is a full service Financial Intermediary, Corporate Consultancy, Retail and
Corporate Financial
Services
and Human Resources Company. Through its wholly-owned foreign subsidiaries, it advises both business and retail
customers with their most critical decisions and opportunities pertaining to growth, capital needs, structure and the development
of their financial plans. With offices in Dubai and he United Kingdom, Argentum has developed significant relationships in the
US, UK, Central Europe, the Middle East and South East Asia to assist clients in realizing their full value and potential. Bringing
business to external capital and resources, and retail customers to a suite of secure effective financial solutions. Furthermore,
as Argentum has offices in key financial centers of the world, they are able to introduce their clients to the right financial
partner without geographical constraints.
Safe Harbor Statement
This
press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements related to anticipated revenues, expenses, earnings, operating cash flows, the outlook for markets and the
demand for products. Forward-looking statements are no guarantees of future performance and are inherently subject to uncertainties
and other factors which could cause actual results to differ materially from the forward-looking statements. Such statements are
based upon, among other things, assumptions made by, and information currently available to, management, including management's
own knowledge and assessment of the Company's industry and competition. The Company refers interested persons to its most
recent Annual Report on Form 10-K and its other SEC filings for a description of additional uncertainties and factors, which may
affect forward-looking statements. The company assumes no duty to update its forward-looking statements.
Contact
details:
Mr.
Peter J. Smith
Director
and CEO of Argentum 47, Inc.
Tel.
+ (971) 42 76 75 76
Mr.
Enzo Taddei
Director
and CFO of Argentum 47, Inc.
Tel.
+ (1) 321 200 0142
Email:
info@arg47.com
Web:
www.arg47.com

label: organization

text:
Argentum
47, Inc.

text: Argentum 47, Inc.

text: Cheshire Trafford (U.K.) Limited

text: Cheshire Trafford (U.K.) Limited

label: person

text: Peter Smith

text: Argentum 47, Inc.

text:
Cheshire
Trafford (U.K.) Limited

text: Argentum 47, Inc.

text: Argentum 47, Inc.

text: Peter J. Smith

text: Argentum 47, Inc.

text: Enzo Taddei

text: Argentum 47, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
News Announcement
CONTACT:
Star Gas
Robert L. Rinderman, Purdy Tran
Investor Relations
Jaffoni & Collins Incorporated
203/328-7310
212/835-8500 or SGU@jcir.com
FOR IMMEDIATE RELEASE
STAR GAS PARTNERS, L.P.
ANNOUNCES SALE OF PROPANE AND COMPLETION OF REFINANCING;
END TO LIQUIDITY CRISIS
STAMFORD, CT
(December 17, 2004) - Star Gas Partners, L.P. (the "Partnership" or "Star") (NYSE: SGU, SGH), a diversified home energy distributor and services provider specializing in heating oil and propane, today announced the
completion of the sale of its propane business and the execution of a new revolving credit facility for its heating oil segment. The Partnership believes that its recent liquidity crisis has ended as a result of the successful completion of these
two transactions.
On December 17, 2004, the Partnership completed the
previously announced sale of its propane segment, held largely through Star Gas Propane, L.P., to Inergy Propane LLC ("Inergy"), the operating subsidiary of Inergy, L.P., (NASDAQ: NRGY), for a purchase price of $475 million, subject to
certain adjustments. The Partnership expects to recognize a gain in excess of $150 million from the sale of the propane segment.
$311 million of the net proceeds from the sale of the propane segment were used to repurchase the senior secured notes and first mortgage notes of the heating oil segment
and propane segment, to repay amounts outstanding under the propane segment's working capital facilities. The Partnership expects to recognize a loss of approximately $43 million on the early redemption of the senior secured notes and first
mortgage notes of the heating oil segment and propane segment.
In accordance
with the terms of the indenture relating to the Partnership's 10
1
/4% Senior Notes ("MLP Notes"),
the Partnership is obligated, within 360 days of the sale, to apply the remaining net proceeds of the sale of the propane segment either to reduce indebtedness (and reduce any related commitment) of the Partnership or of a restricted subsidiary, or
to make an investment in assets or capital expenditures useful to the Partnership's or any subsidiary's business. To the extent any net proceeds that are not so applied exceed $10 million ("excess proceeds"), the indenture
requires the Partnership to make an offer to all holders of MLP Notes to purchase for cash that number of MLP Notes that may be purchased with excess proceeds at a purchase price equal to 100% of the principal amount of the MLP Notes plus accrued
and unpaid interest to the date of purchase. The Partnership cannot determine the amount of excess proceeds that will result from the sale of the propane segment. Accordingly, the Partnership cannot predict the size of any offer to purchase the MLP
Notes and whether or to what extent holders of MLP Notes will accept the offer to purchase when made.
* * *
Petroleum Heat and Power Co., Inc., a Minnesota corporation ("Petro" or the "heating oil segment"),
which is an indirect subsidiary of the Partnership, has signed a new $260 million revolving credit facility agreement with a group of lenders led by JP Morgan Chase Bank, as administrative agent.
The revolving credit facility provides the heating oil segment with the ability to borrow up
to $260 million for working capital purposes (subject to certain borrowing base limitations), including the issuance of up to $75 million in letters of credit. Obligations under the revolving credit facility are secured by liens on substantially all
of the assets of the heating oil segment, accounts receivable, inventory, general intangibles, real property, fixtures and equipment. Obligations under the revolving credit facility are guaranteed by the heating oil segment's subsidiaries and
by the Partnership.
The heating oil segment borrowed an initial $119 million
under the revolving credit facility on the Closing Date, which the heating oil segment used to repay amounts outstanding under the heating oil segment's existing credit facilities.
* * *
On December 15, 2004, the Partnership received an informal inquiry from the Division of Enforcement of the Securities and Exchange Commission.
Star Gas Partners, L.P., is a leading distributor of home heating oil. The Partnership is
the nation's largest retail distributor of home heating oil. Additional information is available at www.star-gas.com.
This news release includes "forward-looking statements" which represent the Partnership's expectations or beliefs concerning future events that involve
risks and uncertainties, including those associated with the effect of weather conditions on the Partnership's financial performance, the price and supply of home heating oil, the Partnership's ability to obtain satisfactory gross profit
margins, the ability of the Partnership to obtain new accounts and retain existing accounts, the realization of savings from the business process redesign project at the heating oil segment, the ability of the Partnership to correct operational
problems with such project. All statements other than statements of historical facts included in this new release are forward-looking statements. Although the Partnership believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Partnership's expectations ("Cautionary Statements") are
disclosed in this news release as well as in the Partnership's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements
attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements.

text: STAR GAS PARTNERS, L.P.

override: organization

text: Star Gas Partners, L.P.

text: Star Gas Propane, L.P.

text: Inergy Propane LLC

text: Inergy, L.P.

text: Star Gas Partners, L.P.


text:
EX-99.1
14
a10-12197_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
Contact
:
Sheila
Spagnolo
Vice
President
Phone
(610) 251-1000
sspagnolo@triumphgroup.com
TRIUMPH GROUP COMPLETES ACQUISITION
OF VOUGHT AIRCRAFT INDUSTRIES, INC.
Wayne,
PA- June 16, 2010 -
Triumph Group, Inc.
(NYSE:
TGI
)
today announced the completion of the acquisition
of Vought Aircraft Industries, Inc. from The Carlyle Group, creating a
company with industry-leading breadth of product and capabilities. The acquired business will continue to be led
by Elmer L. Doty and will operate as Triumph Aerostructures-Vought Commercial
Division and Triumph Aerostructures-Vought Integrated Programs Division. For fiscal year 2011, earnings accretion is
expected to be approximately $1.10 per diluted share, which reflects initial
estimates of purchase accounting adjustments and excludes transaction and
integration expenses and expected synergies resulting from the
acquisition. The company expects to
generate annual recurring synergies of approximately $12 to $15 million within
the first twelve to eighteen months. The
company will update its fiscal year 2011 guidance for the inclusion of Vought
when it releases its first quarter fiscal year 2011 earnings in July.
Based
in Dallas, Texas, Vought is a leading global manufacturer of aerostructures for
commercial, military and business jet aircraft.
Products include fuselages, wings, empennages, nacelles and helicopter
cabins. Vought's customer base is
comprised of the leading global aerospace original equipment manufacturers and
over 80% of their revenue is from sole source, long-term contracts. Major platforms include the Boeing 747-8,
Boeing 767, Boeing 777, Airbus A330/340, Boeing C-17, Boeing V-22, Northrop
Grumman Global Hawk and Gulfstream G450 and G550.
Richard
C. Ill, Triumph's Chairman and Chief Executive Officer, said, "We are pleased
to have acquired Vought and are excited about what the acquisition means to our
business, our employees, our customers and our shareholders. Through this acquisition, we obtain
world-class facilities, advanced technical capabilities and an outstanding
group of employees. The integration of
Vought with Triumph creates a leading "Tier One Capable" supplier with the
scale and resources necessary to confidently meet the changing needs of the aerospace
industry."
In
connection with the acquisition of Vought, Triumph refinanced its revolving
credit facility, entered into a $350 million term loan credit agreement and
issued $350 million of 8.625% Senior Notes due 2018.
Triumph
also announced today that it has expanded the size of its board of directors to
nine from six and appointed Elmer L. Doty, Ralph E. Eberhart and Adam J. Palmer
to its board of directors, effective today upon the closing of the Vought
acquisition.
-More-
The
above matters will be described more fully in public filings to be made by
Triumph with the Securities & Exchange Commission, which filings will
be made available on Triumph's website at www.triumphgroup.com under the tab "Investor
Relations" and then under the heading "SEC Filings".
Triumph
Group, Inc., headquartered in Wayne, Pennsylvania, designs, engineers,
manufactures, repairs and overhauls aircraft components and accessories. The company serves a broad, worldwide
spectrum of the aviation industry, including original equipment manufacturers
of commercial, regional, business and military aircraft and aircraft
components, as well as commercial and regional airlines and air cargo carriers.
More
information about Triumph can be found on the company's website at http://www.triumphgroup.com.
Forward
Looking Statements
This
press release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1955. These forward-looking
statements involve known and unknown risks, uncertainties, and other factors
which may cause Triumph's actual results, performance, or achievements to be
materially different from any expected future results, performance, or
achievements. Such forward-looking statements include, but are not limited to,
statements about the benefits of the business combination transaction involving
Triumph and Vought, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other statements
that are not historical facts. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking
statements: the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; the risk that the integration process results in the loss of key
employees, the disruption of the company's ongoing business or inconsistencies
in standards, controls, procedures and policies that adversely affect the company's
ability to maintain relationships with customers, employees or suppliers; the
risk that integration efforts divert management's attention and resources
during the transition period and competition and its effect on pricing,
spending, third-party relationships and revenues. For more information, see the risk factors
described in Triumph's current Form 10-K and other SEC filings.

text:
Sheila
Spagnolo

text: TRIUMPH GROUP

text: VOUGHT AIRCRAFT INDUSTRIES, INC.

text: Triumph Group, Inc.

text: Vought Aircraft Industries, Inc.

label: fund

text: The Carlyle Group

override: fund

text: Vought

text: Vought

text: Vought

text: Vought

text: Vought

text: Vought

text: Vought

text:
Triumph
Group, Inc.

text: Vought


text:
EX-99.1
2
v244976_ex99-1.htm
EXHIBIT 99.1
CONTACTS
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC
American Realty Capital Daily Net Asset Value Trust, Inc.
tony@defaziocommunications.com
bblock@arlcap.com
Ph: (484-532-7783)
Ph: (212-415-6500)
FOR IMMEDIATE RELEASE
American Realty Capital Daily Net Asset Value Trust Breaks Escrow and
Acquires Dollar General and Family Dollar Properties
New York, NY, January 6, 2012
- American Realty Capital Daily Net Asset Value Trust, Inc. ("the "Company") announced that on January 5, 2012, it broke escrow and issued shares of common stock to its initial investors who were admitted as stockholders, including American Realty Capital II, LLC, the Company's sponsor, which purchased $2.0 million of the Company's retail shares at a purchase price of $9.00 per share.
In addition, on January 5, 2012, the Company purchased one freestanding, single-story Dollar General store located in Alorton, Illinois, and one freestanding, single-story Family Dollar store located in Woodville, Mississippi, for approximately $1.7 million, exclusive of closing costs.
The Dollar General property contains approximately 9,100 rentable square feet and is leased to a wholly-owned subsidiary of Dollar General Corp. (NYSE: "DG"), which has guaranteed the tenant's obligations under the lease. The lease commenced in November 2011 and has a 15-year term expiring in November 2026. The Family Dollar property contains approximately 8,000 rentable square feet and is leased to a wholly-owned subsidiary of Family Dollar Stores, Inc.
(NYSE: "FDO"), which has guaranteed the tenant's obligations under the lease. The lease commenced in August 2010 and has an 11-year term expiring in June 2021.
The acquisition of the properties was funded using proceeds from the Company's ongoing initial public offering following its initial escrow break.
On each day that the New York Stock Exchange is open (a business day), investors may obtain the daily determination of the Company's NAV per share for each class of shares by calling the Company's toll-free telephone line at 1-866-532-4743 or by visiting its website at www.arcdailynav.com.
American Realty Capital Daily Net Asset Value Trust, Inc. is a publicly registered, non-traded real estate investment program.
To arrange interviews with executives of American Realty Capital Daily Net Asset Value Trust, Inc. please contact Tony DeFazio at 484-532-7783 or tony@defaziocommunications.com.


text:
EX-99.1
4
npc-ex991toform8k.htm
EXHIBIT 99.1 - PRESS RELEASE
npc-ex991toform8k.htm
NPC INTERNATIONAL, INC. ANNOUNCES CLOSING OF ACQUISITION OF 54 WENDY'S RESTAURANTS FROM THE WENDY'S COMPANY
Overland Park, Kansas, (December 9, 2013)
- NPC International, Inc. announced today that it has completed the acquisition of 53 Wendy's restaurants for $30.4 million, which includes fees payable to the franchisor in connection with the acquisition plus amounts for working capital. NPC also agreed to acquire one additional restaurant currently under development by Wendy's, thereby increasing the number of restaurants to be acquired to 54. As part of the agreement relating to the acquisition, NPC plans to reimage certain acquired restaurants in Wendy's new Image Activation format.
This acquisition was funded entirely with available cash and minimal borrowings on our revolving credit facility.
The restaurants will be owned and operated by NPC's wholly-owned subsidiary, NPC Quality Burgers, Inc.
NPC International, Inc. is the world's largest Pizza Hut franchisee and currently operates 1,252 Pizza Hut restaurants and delivery units in 28 states and 90 Wendy's units in 3 states.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this news release that do not relate to historical or current facts constitute forward-looking statements. These include statements regarding our plans and expectations. Forward-looking statements are subject to inherent risks and uncertainties and there can be no assurance that such statements will prove to be correct. Actual results may vary materially from those anticipated in such forward-looking statements as a result of a number of factors, including lower than anticipated consumer discretionary spending; deterioration in general economic conditions; competition in the quick service restaurant market; adverse changes in food, labor and other costs; price inflation or deflation; and other factors. These risks and other risks are described in the filings of NPC Restaurant Holdings, LLC with the Securities and Exchange Commission, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings may be obtained by contacting NPC or may be accessed at
www.sec.gov
. All forward-looking statements made in this news release are made as of the date hereof. NPC does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances. Investors are cautioned not to place undue reliance on any forward-looking statements.
Troy D. Cook, Executive Vice President-Finance & Chief Financial Officer
913-327-3109
7300 W 129
th
St
Overland Park, KS 66213

text: NPC INTERNATIONAL, INC.

text: NPC International, Inc.

text: NPC International, Inc.


text:
EX-99.1
4
d234670dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
MEREDITH CORPORATION SHAREHOLDERS APPROVE SALE TO GRAY TELEVISION
DES MOINES, IA (November 30, 2021
) -
Meredith Corporation
(NYSE: MDP) announced its pending $2.825 billion acquisition by Gray
Television Inc. received shareholder approval at a special shareholder meeting held earlier today. Meredith expects to file a Form
8-K
tomorrow disclosing the full voting results of the special meeting.
Immediately prior to the Gray acquisition close, Meredith will spin its digital, magazine, MNI, PEOPLE TV, and corporate operations out to its shareholders as
a new company, Meredith Holdings Corp., that IAC's Dotdash has agreed to acquire for $2.7 billion.
Both transactions are expected to close on
December 1, 2021, each subject to the satisfaction of the other terms and conditions of the applicable merger agreement and the completion of the
spin-off
of Meredith Holdings Corp.
# # #
Cautionary Statement Regarding
Forward-Looking Statements
This release contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of
1995, that are subject to risks and uncertainties. These statements are based on management's current knowledge and estimates of factors affecting Meredith Corporation ("Meredith" or the "Company") and its operations.
Statements in this release that are forward-looking include, but are not limited to, statements related to the proposed mergers, distribution and
spin-off,
the anticipated timing of the transactions,
anticipated purchase price for each transaction and expected
8-K
filing for voting results. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes,
can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions.
Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in
the forward-looking statements include the following: market conditions; the impact of the
COVID-19
pandemic; the parties' ability to consummate the proposed mergers and
spin-off;
the conditions to the completion of the transactions; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential
inability to retain key employees; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and Meredith's ability to comply with the terms of its debt financing;
and market conditions. Additional information concerning these and other risk factors can be found in Meredith, Gray Television Inc.'s ("Gray") and IAC/InterActiveCorp's ("IAC"), parent company of Dotdash Media Inc.
(f/k/a About, Inc.) ("Dotdash"), filings with the SEC, which are available on the SEC's website at www.sec.gov. Such risk factors may be amplified by the
COVID-19
pandemic and its potential
impact on the Company's business and the global economy. Meredith, Meredith Holdings Corporation, Gray, and IAC assume no obligation to update or revise publicly the information in this communication, whether as a result of new information,
future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
###
Shareholder/financial analyst contact:
Mike Lovell
Corporate Communications Executive Director
Phone: (515)
284-3622
E-mail:
Mike.Lovell@meredith.com
Media contact:
Erica Jensen
Chief Communications Officer
Phone: (515)
284-3404
E-mail:
Erica.Jensen@meredith.com

text: MEREDITH CORPORATION

text: GRAY TELEVISION

text: Meredith Corporation

text:
Gray
Television Inc.

text: Meredith Corporation

text: Gray Television Inc.


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
Kenexa Successfully Completes Acquisition of Salary.com
WAYNE, Pa. - October 1, 2010 - Kenexa Corporation (Nasdaq: KNXA) today completed its previously announced acquisition of Salary.com, Inc. (Nasdaq: SLRY). As a result of the merger, Salary.com is now a wholly-owned subsidiary of Kenexa.
Immediately prior to the merger, Spirit Merger Sub, Inc., a wholly-owned subsidiary of Kenexa, successfully completed its cash tender offer to purchase all of the outstanding shares of common stock of Salary.com. Based on information from the depositary for the tender offer, as of the expiration of the tender offer at 12:00 midnight, New York City time, at the end of the day on September 30, 2010, 15,633,332 shares of common stock of Salary.com were validly tendered and not validly withdrawn prior to the expiration of the tender offer, representing approximately 86.8% of the Salary.com's outstanding common stock (79.3% of Salary.com's outstanding common stock on a fully diluted basis). Additionally, the depositary indicated that an additional 1,003,862 of Salary.com's shares were tendered by notice of guaranteed delivery
.
All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.
Immediately after the tender offer, Spirit Merger Sub exercised its option to purchase 21,067,796 newly-issued shares of common stock from Salary.com. As a result, after the exercise of this option, Spirit Merger Sub owned one share more than 90% of the shares of Salary.com's outstanding common stock on a fully diluted basis. Immediately following the exercise of this option, Spirit Merger Sub completed the merger in accordance with the provisions of Delaware law that authorize the completion of the Merger without a vote or meeting of the stockholders of Salary.com. Remaining stockholders of Salary.com will receive $4.07 in cash, without interest and less any applicable withholding taxes, for each outstanding share of Salary.com common stock, which is the same amount per share that was paid in the offer. We have made applications to terminate the registration of Salary.com's common stock under the Securities and Exchange Act of 1934, as amended, and to cease trading of such shares on the Nasdaq Capital Market.
About Kenexa
Kenexa® provides business solutions for human resources. We help global organizations multiply business success by identifying the best individuals for every job and fostering optimal work environments for every organization. For more than 20 years, Kenexa has studied human behavior and team dynamics in the workplace, and has developed the software solutions, business processes and expert consulting that help organizations impact positive business outcomes through HR. Kenexa is the only company that offers a comprehensive suite of unified products and services that support the entire employee lifecycle from pre-hire to exit. Additional information about Kenexa and its global products and services can be accessed at
www.kenexa.com
.
About Salary.com
Salary.com is a leading provider of on-demand compensation and talent management solutions. Salary.com's highly configurable software applications and proprietary content help executives, line managers and compensation professionals automate, streamline and optimize critical talent management processes including: market pricing, compensation planning, performance management, competency management, and succession planning. Built with compensation and competency data at the core, Salary.com solutions provide businesses of all sizes with the most productive and cost-effective way to manage and inspire their most important asset -- their people.
# # #
Note to editors: Kenexa is a registered trademark of Kenexa. Other company names, product names and company logos mentioned herein are the trademarks or registered trademarks of their respective owners.
Contact
MEDIA CONTACT:
Jennifer Meyer
Kenexa
(612) 332-6383
jennifer.meyer@kenexa.com
Jeanne Achille
The Devon Group
(732) 224-1000, ext. 11
jeanne@devonpr.com
INVESTOR CONTACT:
Kori Doherty
ICR
(617) 956-6730
kdoherty@icrinc.com

text: Kenexa

text: Salary.com

text: Kenexa Corporation

text: Salary.com, Inc.

text: Salary.com

text: Kenexa

text: Kenexa

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Kenexa

text: Kenexa

text: Kenexa

text: Kenexa

text: Kenexa

text: Salary.com

text: Salary.com

text: Salary.com

text: Salary.com

text: Kenexa

text: Kenexa

text: Kenexa


text:
EX-99.1
4
ssnc-ex991_38.htm
EX-99.1
ssnc-ex991_38.htm
Exhibit 99.1
SS&C Completes Acquisition of Intralinks
WINDSOR, CT, November 16, 2018 (PR NEWSWIRE)
- SS&C Technologies Holdings, Inc. (Nasdaq: SSNC), a global provider of financial services software and software-enabled services, today announced it has completed the acquisition of Intralinks Holdings, Inc. Intralinks is a leading financial technology provider for the global banking, deal making and capital markets communities.
Intralinks facilitates strategic initiatives including mergers and acquisitions, capital raising and investor reporting by enabling and securing the flow of information. Intralinks also provides the leading investor communications platform for private equity and hedge fund professionals with the largest hosted community of general and limited partners for the alternative investments industry. As a result of the acquisition, Intralinks brings to SS&C over 800 employees globally and more than 4,000 clients including banks, alternative and blue chip corporate clients.
"We are excited about the technology and expertise that Intralink's brings to SS&C", said Bill Stone, Chairman and Chief Executive Officer, SS&C Technologies. "Intralinks and SS&C share many of the industry's largest customers and together we are well-positioned to meet the needs of major banks, alternative funds and other corporations seeking to automate document-centric, collaborative workflows".
"We are thrilled to be part of SS&C. Intralinks has strived to build a culture in which our people and their innovations enable us to become the leading technology provider for global banking, dealmaking and capital markets communities", said Leif O'Leary, CEO at Intralinks. "Together, we are well-positioned to meet the needs of our combined customer base and further expand SS&C's growing FinTech footprint".
Under the terms of the agreement, as announced on September 6, 2018, SS&C purchased Intralinks for a total consideration of $1.5 billion. The purchase price will consist of $1 billion in cash and $500 million in SS&C stock, with the per share price of the stock based on the volume weighted average trading price for 30 trading days prior to closing. SS&C funded the acquisition with a combination of approximately 9.9 million common shares and $1.0 billion of incremental term loan debt. As previously announced, SS&C expects $15 million of run-rate costs savings, achieved by 2021. The transaction is expected to be immediately accretive to adjusted earnings per share.
About SS&C Technologies
SS&C is a global provider of investment and financial software-enabled services and software for the global financial services industry. Founded in 1986, SS&C is headquartered in Windsor, Connecticut and has offices around the world. Some 13,000 financial services and healthcare organizations, from the world's largest institutions to local firms, manage and account for their investments using SS&C's products and services.
Additional information about SS&C (Nasdaq:SSNC) is available at www.ssctech.com. Follow SS&C on Twitter, LinkedIn and Facebook.
About Intralinks
Intralinks is a leading financial technology provider for the global banking, deal making and capital markets communities. As pioneers of the virtual data room, Intralinks enables and secures the flow of information facilitating strategic initiatives such as mergers and acquisitions, capital raising and investor reporting. In its 20-year history. Intralinks has earned the trust and business of more than 99 percent of the Global Fortune 1000 and has executed over $34.7 trillion worth of financial transactions on its platform. www.intralinks.com
About Siris Capital Group
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris' investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.
For more information
Patrick Pedonti | Chief
Financial Officer, SS&C
Technologies
Tel: +1-860-298-4738 | E-mail:
InvestorRelations@sscinc.com
Justine Stone | Investor
Relations, SS&C Technologies
Tel: +1- 212-367-4705 | E-mail:
InvestorRelations@sscinc.com

text: SS&C

text: Intralinks

text: SS&C Technologies Holdings, Inc.

text: Intralinks Holdings, Inc.

text: Intralinks

text: Intralinks

text: Intralinks

text: Intralinks

text: SS&C

text: SS&C

text: Bill Stone

text: Intralinks

text: SS&C

text: SS&C

text: Intralinks

text: Intralinks

text: SS&C

text: SS&C

text: Intralinks

text: SS&C

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text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: Intralinks

text: Intralinks

text: Intralinks

text: Intralinks

text: Siris Capital

text: Siris Capital


text:
EX-99.3
7
ex99_3.htm
Exhibit 99.3
FutureWorld (FWDG) Sells Subsidiary FutureLand Properties, LLC
FutureLand Properties Second of Many to be spun-Off
FutureWorld Corp. (OTC: FWDG), a leading provider of advanced technologies and solutions to the global cannabis industry, announced today that on March 10, 2015 Aegea Inc. has purchased one hundred percent (100%) of FutureLand Properties, LLC, a wholly owned subsidiary of FutureWorld Corp for $120,000,000 in new issued common stock. The final valuation of the surviving company will be verified by a third party accounting firm with the acquisition of the FutureLand assets and corporation. FutureLand
'
s current asset comprise of 240 acres of prime property in southern Colorado and two signed lease agreements for grow facilities on its land.
The transaction is an arm
'
s length transaction and there are no material relationships and conflicts between the parties. Mr. Talari, Talari Industries or any insiders of FWDG, have no relationship or ownership of the other party of this transaction.
The details of transaction are as follows;
1- The Aegea Holders, post reverse division, will hold 4.9% of the ensuing outstanding and issued common shares for a period of one year post reverse division.
2- FutureWorld Corp Holders shall receive, post-reverse division, an amount of shares to be equal or greater to ninety four percent (94%) of the outstanding common shares of Aegea after such reverse division occurs.
3- Post reverse division, there shall be an issuance of common shares, and together with the remaining outstanding shares to a total of 30,000,000 shares issued and outstanding at the post reverse division price of $4 to $5 per share. Thereafter, FutureWorld Corp Holders to receive 28,200,000 shares of the new issued Common stock.
4- The final valuation of the surviving company will be verified by a third party accounting firm with the acquisition of the FutureLand assets and corporation. Such assets and matters being acquired into the Corporation shall include all the FutureLand properties and operations which shall be the main assets and operations of the Corporation.
5- The board of directors, post director change, purchased the assets and corporation being FutureLand from FWDG in exchange for the shares to be issued, which shall be distributed by FWDG. On March 16, 2015, the then current board of directors of Aegea, Inc. Keith Duffy, Scott Duffy, Carran Schneider, David Zajac and Lou Fuoco, did resign as directors of the Corporation, concurrent with the simultaneous appointment of Saed
"
Sam
"
Talari and John Verghese being appointed as the sole directors of Aegea, Inc.
Reasons for the sale and the transaction;
1
Extract value for the shareholders by spinning-off subsidiaries per our business model
2
Access to marketable securities and cash for corporate growth and dividend purposes
3
Increase balance sheet and overall financial health of the company
4
Access to capital for present and future purchase and leases of specialty zoned properties for the Cannabis industry by FutureLand
What shareholders should expect from this transaction;
1
dividend on part of the shares acquired through registration
2
stock dividends are only available to shareholders of record at the time of the coming notice
Based on its financial Proforma, by 2019, FutureLand will be one of the largest revenue producer in the grow industry in the nation. Its business plan is to continue attracting legal license holders to lease land and grow facilities on its 240 acres.
FutureLand Properties is one of many of FutureWorld subsidiaries planned spin-offs. FutureWorld has hastened its execution of its business plan to incubate and fund five (5) subsidiaries so far with award winning products in only 9 months. We plan on executing our business model in the next few weeks and months by our planned exit strategies (sale) for our subsidiaries, including URVape and CB Scientific.
As the only Cannabis Technology Accelerator, FutureWorld will incubate and fund leading technologies, products, and services for Cannabis industry (Industrial Hemp) for foreseeable future; bringing value to its core and its shareholders.
About FutureLand Properties, LLC
FutureLand Properties, LLC, a Colorado company, is a cannabis and hemp land leasing company formed to capitalize upon the emerging global cannabis market. FutureLand, focuses on target acquisition, zoning, license fulfillment, site plan preparation and financing of cannabis or hemp grow facilities throughout the United States. We give growers the opportunity to grow. We monetize through leasing the land, leasing the structures on the land, financing interest revenue and management fees associated with cultivation centers. FutureLand retains ownership of all the land and the structures we build on the land. FutureLand leases to both medical marijuana, retail marijuana as well as industrial hemp growers. FutureLand does not grow, distribute or sell marijuana.
To request further information about FutureLand, please email us at info@futurelandcorp.com, log onto our website at http://www.futureworldcorp.com
or visit us at our Facebook page https://www.facebook.com/pages/FutureLand-Corporation/848802538518505 or on Twitter @futurelandcorp
About FutureWorld Corp.
FutureWorld (OTC: FWDG), a Delaware corporation, is a leading provider of advanced technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of cannabis related products and services, such as industrial Hemp. FutureWorld, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD oil solutions, SafeVape vaporizers, smart sensor technology, communication network, surveillance security, data analysis for smart cultivation and consultation for the industrial hemp and legal medicinal cannabis. Our wireless agricultural smart sensor networks offer precision to the agriculture, irrigation systems, and greenhouses for the global cannabis and hemp industry. FutureWorld and its subsidiaries do not grow, distribute or sell marijuana.
- 2 -
To request further information about FutureWorld, please email us at info@futureworldcorp.com, log onto our website at http://www.futureworldcorp.com or visit us at our Facebook page facebook.com/futureworldenergy or on Twitter @futureworldinc.
Forward-Looking Statements
This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan", "expect", "believe", and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets. This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, ability to obtain financing and regulatory and shareholder approval for anticipated actions.
Contact:
Media Contact
FutureWorld Corp.
Http://www.futureworldcorp.com
info@futureworldcorp.com
cox@futureworldcorp.com
(727) 474-1816 ext. 103
Twitter - @futureworldinc
Facebook - futureworldenergy
- 3 -

text: FutureWorld

text: FutureLand Properties, LLC

text: FutureWorld Corp

text: Aegea Inc.

text: FutureLand Properties, LLC

text: FutureWorld Corp

text: FutureWorld Corp

text: FutureWorld Corp

text: FutureWorld

text: FutureWorld

text: FutureWorld

text: FutureLand Properties, LLC

text: FutureLand Properties, LLC

text: FutureWorld Corp

text: FutureWorld

text: FutureWorld

text: FutureWorld

text: FutureWorld

text: FutureWorld

text: FutureWorld Corp


text:
EX-99
2
pr032210.txt
032210 PRESS RELEASE-SALE OF EMD
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACTS: Investor Relations
John Carlson
Exec VP & CFO
480-505-4869
Alanco Announces Strategic Sale
of Subsidiary Excel Meridian Data, Inc.
(Scottsdale, AZ - March 22, 2010) - Alanco Technologies, Inc., (NASDAQ: ALAN),
today announced further implementation of its strategic plan (November 11, 2009
News Release) to focus on the Company's wireless monitoring services business
through the sale of its data storage subsidiary, Excel Meridian Data, Inc.,
located in Carrollton, Texas. Excel Meridian was sold to a private investor
in a transaction, which closed on March 19, 2010, valued at approximately
$500,000, including cash, notes and assumed liabilities.
Robert R. Kauffman, Chairman and Chief Executive Officer, commented, "This Excel
Meridian transaction, although relatively small, represents an important,
initial step in implementation of our plan to focus upon accelerating growth of
our StarTrak recurring subscription revenue business model. We are also actively
engaged in continuing discussions relative to a potential near-term sale of our
major TSI PRISM RFID tracking subsidiary. Our primary StarTrak business,
meanwhile, is evidencing continued consecutive quarterly growth with this March
ending quarter's sales growth expected to again reach 20%".
Alanco Technologies, Inc. provides wireless monitoring and asset management
solutions through its StarTrak Systems subsidiary. StarTrak Systems is the
dominant provider of tracking, monitoring and control services to the
refrigerated or "Reefer" segment of the transportation marketplace, enabling
customers to increase efficiency and reduce costs of the refrigerated supply
chain. For more information, visit the Alanco website at www.alanco.com or
StarTrak Systems at www.startrak.com.
EXCEPT FOR HISTORICAL INFORMATION, THE STATEMENTS CONTAINED IN THIS PRESS
RELEASE ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO, AND ARE QUALIFIED BY, RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY THOSE STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE,
BUT ARE NOT LIMITED TO, REDUCED DEMAND FOR INFORMATION TECHNOLOGY EQUIPMENT;
COMPETITIVE PRICING AND DIFFICULTY MANAGING PRODUCT COSTS; DEVELOPMENT OF NEW
TECHNOLOGIES THAT MAKE THE COMPANY'S PRODUCTS OBSOLETE; RAPID INDUSTRY CHANGES;
FAILURE OF AN ACQUIRED BUSINESS TO FURTHER THE COMPANY'S STRATEGIES; THE ABILITY
TO MAINTAIN SATISFACTORY RELATIONSHIPS WITH LENDERS AND REMAIN IN COMPLIANCE
WITH FINANCIAL LOAN COVENANTS AND OTHER REQUIREMENTS UNDER CURRENT BANKING
AGREEMENTS; AND THE ABILITY TO SECURE AND MAINTAIN KEY CONTRACTS AND
RELATIONSHIPS.
# # #

text: John Carlson

text: Alanco

text: Excel Meridian Data, Inc.

text: Alanco Technologies, Inc.

text: Excel Meridian Data, Inc.

text:
private investor
in a transaction

text: Robert R. Kauffman

text: Alanco Technologies, Inc.

text: Alanco


text:
EX-99.1
7
d213822dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
SYNNEX and Tech Data Complete Merger to become TD SYNNEX, a Leading Global Distributor and Solutions Aggregator for
the IT Ecosystem
TD SYNNEX will serve more than 100 countries in the Americas, Europe and Asia-Pacific
with a comprehensive portfolio of high value products and service offerings
FREMONT, CA, and CLEARWATER, FL, September
1, 2021 -
SYNNEX Corporation (NYSE: SNX) and Tech Data Corporation today announced the
successful completion of their merger. The combined company is now TD SYNNEX, led by Rich Hume as CEO. Dennis Polk, formerly the CEO of SYNNEX, is Executive Chair of the TD SYNNEX Board of Directors.
"TD SYNNEX is uniquely positioned in today's relentlessly transforming technology ecosystem", said Rich Hume, TD SYNNEX CEO. "As a versatile
distributor and solutions aggregator for the IT ecosystem, we're strengthening our entire portfolio of solutions and raising the bar on the value we deliver to customers and vendors with exceptional reach, efficiency and expertise. It's an
honor to lead TD SYNNEX with a talented team of 22,000
co-workers
worldwide".
"We are pleased to have completed
the merger and are focused on integrating our businesses", said Dennis Polk, TD SYNNEX Executive Chair of the Board of Directors. "We are energized by the enhanced breadth and depth of our offerings and the opportunities ahead of us to
deliver superior value to our stakeholders".
Together, customers and vendors will have unparalleled access to a global distribution platform with
best-in-class
product offerings in some of the largest and most profitable product segments. TD SYNNEX provides the ability to accelerate technology adoption, diversify
revenue streams, create cross-selling opportunities and bring to market comprehensive everything as a service offerings.
As part of the merger, Hume underscored TD
SYNNEX' commitment to be a good corporate citizen and the employer of choice in the global IT industry, "Just as TD SYNNEX plays a vital role helping transform the technology landscape, we have an equally important responsibility to have a
positive impact on the world. Our focus on corporate social responsibility embodies our commitment to make the world a better place, both today and into the future".
Tech Data Corporation was previously wholly owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (the "Apollo Funds") and their
co-investors.
Under the terms of the merger agreement, Apollo Funds received an aggregate 44 million shares of common stock, net $1.1 billion in cash after giving effect to a $500 million equity
contribution by Apollo and the refinancing of Tech Data net debt, and now own approximately 45 percent of TD SYNNEX.
Safe Harbor Statement
Statements in this news release that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 involve known and unknown risks and uncertainties which may cause the Company's actual results in future periods to
be materially different from any future performance that may be suggested in this release. The Company assumes no obligation to update any forward-looking statements contained in this
release.
About TD SYNNEX
TD SYNNEX (NYSE: SNX) is a leading global
distributor and solutions aggregator for the IT ecosystem. We're an innovative partner helping more than 150,000 customers in 100+ countries to maximize the value of technology investments, demonstrate business outcomes and unlock growth
opportunities. Headquartered in Clearwater, Florida, and Fremont, California, TD SYNNEX' 22,000
co-workers
are dedicated to uniting compelling IT products, services and solutions from 1,500+
best-in-class
technology vendors. Our
edge-to-cloud
portfolio is anchored in some of the
highest-growth technology segments including cloud, cybersecurity, big data/analytics, IoT, mobility and everything as a service. TD SYNNEX is committed to serving customers and communities, and we believe we can have a positive impact on our people
and our planet, intentionally acting as a respected corporate citizen. We aspire to be a diverse and inclusive employer of choice for talent across the IT ecosystem. For more information, visit
www.TDSYNNEX.com
or follow us on Twitter, LinkedIn, Facebook and Instagram.
# # #
Contacts
Liz Morali
Investor Relations
(510)
668-8436
ir@synnex.com
Bobby Eagle
Global Corporate Communications
(727)
538-5864
bobby.eagle@techdata.com

text: SYNNEX

text: Tech Data

text: SYNNEX

text: SYNNEX

text: SYNNEX Corporation

text: Tech Data Corporation

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: Tech Data Corporation

text: Apollo Global Management, Inc.

text: Tech Data

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX

text: SYNNEX


text:
EX-99.1
4
d147326dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Sumitovant Biopharma Completes Acquisition of Urovant Sciences
Merger Follows March 23, 2021 Shareholder Vote
NEW YORK, LONDON, IRVINE, CA & BASEL, SWITZERLAND - March 29, 2021 - Sumitovant Biopharma and Urovant Sciences (formerly Nasdaq: UROV)
jointly announced today the completion of the merger in which Sumitovant has acquired all outstanding shares of Urovant Sciences.
The merger agreement
and the merger were approved on March 23, 2021 by the affirmative vote of holders of a majority of Urovant's outstanding shares, and by holders of a majority of Urovant's outstanding shares that are not held by Sumitovant.
"As with other companies in the Sumitovant family, Urovant will be privately held and maintain its distinct culture and focus while benefiting from the
strategic advantages of our unique operating model", said Myrtle Potter, chief executive officer of Sumitovant. "The Urovant team can fully concentrate on the important task of preparing for its commercial launch of GEMTESA
®
(vibegron), the first new branded prescription drug for the treatment of overactive bladder (OAB) in nearly a decade. We will continue to build upon our heritage and steadfast commitment to
developing and delivering the highest quality therapies to address unmet patient needs".
"Today, Urovant Sciences reached an important milestone
in the company's continued evolution and growth. We believe the merger with Sumitovant will help us accelerate our vision of becoming a world-leading urology company", said James Robinson, president and chief executive officer, Urovant
Sciences. "This transaction puts Urovant in an even stronger position to focus on a successful launch of GEMTESA for patients with OAB, successfully drive our business, continue advancing our development pipeline, and seek further opportunities
for business growth".
Upon the closing of the merger, Urovant shareholders of record, other than Sumitovant, will receive $16.25 in cash for each
Urovant common share held. As a result of the merger, Urovant became a wholly owned subsidiary of Sumitovant, and the common shares of Urovant will no longer trade on Nasdaq and will be delisted.
About Sumitovant Biopharma Ltd.
Sumitovant is a global
biopharmaceutical company with offices in New York City and London. Sumitovant is a wholly owned subsidiary of Sumitomo Dainippon Pharma. Sumitovant is the majority shareholder of Myovant Sciences and wholly owns Urovant Sciences, Enzyvant
Therapeutics, Spirovant Sciences, and Altavant Sciences. Sumitovant's promising pipeline is comprised of early-through late-stage investigational medicines across a range of disease areas targeting high unmet need. For further information about
Sumitovant, please visit
https://www.sumitovant.com
.
About Urovant Sciences
Urovant Sciences is a biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. The Company's lead
product, GEMTESA
®
(vibegron), is an
oral, once-daily (75 mg) small molecule
beta-3
agonist approved by the U.S. FDA in December 2020 for the treatment of adult patients with overactive
bladder (OAB) with symptoms of urge urinary incontinence, urgency and urinary frequency. GEMTESA is also being evaluated for the treatment of OAB in men with benign prostatic hyperplasia (OAB+BPH). The Company's second product candidate,
URO-902,
is a novel gene therapy being developed for patients with OAB who have failed oral pharmacologic therapy. Urovant Sciences, a subsidiary of Sumitovant Biopharma Ltd., intends to develop novel treatments for
additional urologic diseases. Learn more about us at
www.urovant.com
.
About Sumitomo Dainippon Pharma Co., Ltd.
Sumitomo Dainippon Pharma is among the
top-ten
listed pharmaceutical companies in Japan, operating globally in major
pharmaceutical markets, including Japan, the U.S., China, and the European Union. Sumitomo Dainippon Pharma is based on the 2005 merger between Dainippon Pharmaceutical Co., Ltd., and Sumitomo Pharmaceuticals Co., Ltd. Today, Sumitomo Dainippon
Pharma has more than 6,000 employees worldwide. Additional information about Sumitomo Dainippon Pharma is available through its corporate website at
https://www.ds-pharma.com
.
Safe Harbor and Forward-Looking Statements
This press
release contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding Sumitovant's, Urovant's and Sumitomo's intent, belief or expectations
and can be identified by words such as "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "intend", "likely", "may,"
"might", "objective", "ongoing", "plan", "potential", "predict", "project", "should", "strive", "to be", "will", "would", or the
negative or plural of these words or other similar expressions or variations, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on management's assumptions and beliefs in light of
information available up to the day of announcement and thus involve both known and unknown risks and uncertainties. Actual financial results and other situations of the future may differ materially from those presented in this press release due to
various factors. Sumitovant, Urovant and Sumitomo disclaim any obligation to update these forward-looking statements, except as may be required by law.
Sumitovant contact:
Mary Stutts
mary.stutts@sumitovant.com
707-373-0097
Urovant contact:
Ryan Kubota
949.769.2706
ryan.kubota@urovant.com
###

text: Sumitovant Biopharma

text: Urovant Sciences

text: Sumitovant Biopharma

text: Urovant Sciences

text: Sumitovant

text: Urovant Sciences

text: Sumitovant

text: Sumitovant

text: Myrtle Potter

text: Sumitovant

text: Urovant Sciences

text: Sumitovant

text: James Robinson

text:
Urovant
Sciences

text: Sumitovant

text: Sumitovant

text: Sumitovant Biopharma

text: Sumitovant

text: Sumitovant

text: Sumitovant

text: Urovant Sciences

text: Sumitovant

text: Sumitovant

text: Urovant Sciences

text: Urovant Sciences

text: Urovant Sciences

text: Sumitovant Biopharma

text: Sumitovant

text: Sumitovant

text: Sumitovant


text:
EX-99
4
ipix8k021405ex991.txt
PRESS RELEASE
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
February 17, 2005
IPIX Corporation
IPIX Media Contact:
Christine Keck
(703) 287-7811
ckeck@sheahedges.com
AdMission Media Contact:
Tara Thomas
(925) 242-4021
Tara.Thomas@admissioncorp.com
IPIX Corporation Completes Sale of AdMission Business Unit in
Continued Streamlining of Core Business Objectives
VIENNA, Va., February 17, 2005--IPIX Corporation (NASDAQ: IPIX), a premium
supplier of visual intelligence technologies, announced today the completion of
the sale of its AdMission business unit to AdMission Corporation, a privately
held venture capital-funded and employee-owned company. The sale, which was
previously announced by IPIX on January 11, 2005, is part of IPIX's strategic
plan to continue to streamline its core business objectives to provide
high-quality, high-resolution 360-degree surveillance technologies for critical
government and commercial applications. Under the terms of the sale, AdMission
Corporation acquired substantially all of the assets of the IPIX AdMission
business unit in exchange for 1,035,000 shares of the Series A Convertible
Preferred Stock of AdMission and a warrant to purchase 200,000 shares of the
Common Stock of AdMission. Additionally, AdMission Corporation assumed certain
liabilities associated with the AdMission Business Unit. IPIX has a seat on the
board of directors of AdMission Corporation.
About IPIX Corporation
IPIX Corporation is a premium supplier of visual intelligence technologies for
critical government and commercial security applications. IPIX patented
360-degree surveillance technology provides complete and continuous situational
awareness, allowing users to see an entire 360-degree field of view
simultaneously with no moving camera parts. Users can navigate within a still,
live or recorded scene in all directions using digital pan-tilt-zoom.
www.ipix.com

text: IPIX Corporation

text: AdMission

text: IPIX Corporation

text: AdMission

text: IPIX Corporation

text: AdMission

text: AdMission Corporation

text:
AdMission
Corporation

text: AdMission

text: AdMission

text: AdMission

text: AdMission Corporation

text: AdMission

text: AdMission Corporation

text: IPIX Corporation

text: IPIX Corporation


text:
EX-99
5
a15-8633_1ex99.htm
EX-99
Exhibit 99
FOR IMMEDIATE RELEASE
For more information:
April 1, 2015
Jason Graham
Chief Financial Officer
414-224-2884
jason.graham@jmg.com
Journal Media Group launches as NYSE: JMG
Company Formed Following Close of Journal Communications/Scripps
Transactions
MILWAUKEE-Journal Media Group (NYSE: JMG) launched today following the closing of the merger and spin-off transactions between Journal Communications, Inc. and The E.W. Scripps Company (NYSE: SSP).
As part of the transactions, Scripps and Journal spun-off and then merged their newspaper publishing operations to form the new company while also merging their respective broadcast operations under Scripps.
The new Journal Media Group will operate the
Milwaukee Journal Sentinel
, formerly the flagship of Journal Communications, Inc., and its affiliated digital products, as well as daily newspapers and affiliated digital products formerly operated by Scripps in 13 U.S. markets, including the
Naples Daily News
, the
Knoxville News Sentinel
,
The Commercial Appeal
in Memphis and the
Corpus Christi Caller-Times
.
"As dawn broke across our markets this morning, Journal Media Group continued a vital and proud tradition of providing communities with compelling public service journalism. That tradition started with the commitment of media pioneers Edward W. Scripps and Lucius W. Nieman and has continued for more than 130 years under the stewardship of The E.W. Scripps Company and Journal Communications", said Tim Stautberg, president and CEO of Journal Media Group. "The opportunity to be more engaged and more meaningful in the lives of our customers has never been bigger, and we look forward to transforming our relationships with both consumers and the advertisers who wish to reach them".
Jason Graham, senior vice president, CFO and treasurer of Journal Media Group, acknowledged the company's starting capital structure - lauded early on as a major benefit of the new company. "In addition to our company's many strategic assets, we are launching with a solid balance sheet and no debt", he said. "We're excited to have the financial flexibility to make strategic decisions that will help our enterprise navigate the ongoing transformation of the local media landscape".
1
Journal Media Group has approximately 3,000 employees nationwide and is headquartered in Milwaukee.
In the Journal/Scripps transaction, Wells Fargo Securities acted as exclusive financial advisor to Scripps; Evercore Partners acted as exclusive financial advisor to the Scripps family, and Methuselah Advisors acted as exclusive financial advisor to Journal Communications.
Effective today, trading in Journal Communications stock (NYSE: JRN) has been discontinued.
About Journal Media Group
Headquartered in Milwaukee, Journal Media Group (NYSE: JMG) is a media company with print and digital publishing operations serving 14 U.S. markets in eight states, including the
Milwaukee Journal Sentinel
, the
Naples Daily News
,
The Commercial Appeal
in Memphis, and
Ventura County Star
in California. Formed in 2015 through a merger of the newspaper operations of The E.W. Scripps Company and Journal Communications, Inc., the company serves local communities with daily newspapers, affiliated community publications, and a growing portfolio of digital products that inform, engage and empower readers and advertisers. Learn more at www.journalmediagroup.com.
Forward-Looking Statements
This press release contains certain forward-looking statements related to our businesses that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements, including, but not limited to, competition in the markets served by the newspaper businesses of Journal Communications, Inc. ("Journal") and The E.W. Scripps Company ("Scripps"), respectively; the possibility that expected synergies and value creation from the newspaper mergers will not be realized, or will not be realized in the expected time period; the risks that Journal's and Scripps' respective newspaper businesses will not be integrated successfully; inability to retain and attract qualified personnel; disruption from the newspaper mergers, making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; our expectations regarding the period during which we qualify as an "emerging growth company" under the Jumpstart our Business Startups Act; and changes in economic, business or political conditions, or licensing requirements or tax matters. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Our written policy on forward-looking statements can be found in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission.
###
2

text: Jason Graham

text: Journal Communications, Inc.

text: The E.W. Scripps Company

text: Journal Communications, Inc.

text: The E.W. Scripps Company

text: Tim Stautberg

text: Jason Graham

text: Wells Fargo Securities

text: Evercore Partners

text: Methuselah Advisors

text: The E.W. Scripps Company

text: Journal Communications, Inc.

text: Journal Communications, Inc.

text: The E.W. Scripps Company


text:
EX-99.1
3
ex99pressreleasefdic.htm
EXHIBIT - PRESS RELEASE
Ex 99 Press Release FDIC
FOR IMMEDIATE RELEASE
February 28, 2014
WashingtonFirst Acquires All Deposits and Loans of Sterling-Based Millennium Bank, National Association
RESTON, VA - February 28, 2014 - WashingtonFirst Bank, a subsidiary of WashingtonFirst Bankshares, Inc. (Nasdaq: WFBI), announced today that it had entered into an agreement with the Federal Deposit Insurance Corporation ("FDIC") to assume all of the deposits and certain assets of Millennium Bank, NA ("Millennium"), a federally chartered commercial bank headquartered in Sterling, Virginia. Millennium operates two branches - Sterling and Herndon. The branches do not have Saturday hours and will reopen Monday, March 3rd as branches of WashingtonFirst. With this acquisition WashingtonFirst will now operate 16 retail banking offices, including ten in Virginia, four in Maryland, and two in Washington, D.C.
All Millennium depositors will automatically become depositors of WashingtonFirst and deposits will continue to be insured by the FDIC. Depositors of Millennium will continue to have access to their accounts via checks, ATM and debit cards, as well as internet banking. Checks drawn on Millennium checks will continue to be processed. Loan customers should continue to make their payments as usual. Customers of both banks should continue to bank as they normally do at their existing branches.
"We are delighted to welcome Millennium customers to WashingtonFirst. Customers can be confident that their deposits are safe, secure and readily accessible", said WashingtonFirst CEO Shaza Andersen. In the transaction, WashingtonFirst will be receiving approximately $122 million in deposits, $60 million in loans, $76 million in cash and marketable securities from Millennium. The FDIC will retain all other real estate owned (OREO) by Millennium. There will be no loss share agreement between the FDIC and WashingtonFirst.
WashingtonFirst has successfully executed two previous bank acquisitions: First Liberty National Bank in 2006 and Alliance Bank of Virginia in 2012. The Millennium transaction is WashingtonFirst's first FDIC assisted acquisition.
Customers who have questions about the transaction can call the FDIC Call Center toll free at 1-800-837-0215. The phone is operational this evening until 9:00 p.m. Eastern Standard Time (EST); on Saturday from 9:00 a.m. to 6:00 p.m. EST, and on Sunday from noon to 6:00 p.m. EST. Monday's hours are 8:00 a.m. to 8:00 p.m. EST, and then daily thereafter from 9:00 a.m. to 5:00 p.m. EST. Information is also available from the FDIC's website at www.fdic.gov/bank/individual/failed/millenniumbank.html. In addition, customers can visit their former Millennium branch should they have questions about their banking relationship.
About WashingtonFirst
WashingtonFirst Bankshares, Inc. is headquartered in Reston, Virginia and is the holding company for WashingtonFirst Bank, which commenced operations in 2004. WashingtonFirst had $1.1 billion in total assets as of December 31, 2013, and recently declared its second consecutive quarterly cash dividend. For more information about WFBI, please visit: www.wfbi.com.
Cautionary Statements About Forward-Looking Information
Statements in this news release regarding future events, performance or results are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements of the goals, intentions, and expectations of the Company as to future trends, plans, events, results of operation and general economic condition. In some cases, forward-looking statements can be identified by use of words such as "may", "will", "anticipates", "believes", "expects", "plans", "estimates", "potential", "continue", "should", and similar words or phrases. Readers are cautioned against placing undue reliance on these statements. Actual events or results could be materially different from those expressed or implied by the forward-looking statements. The ability of the Company to declare and pay future dividends depends on a number of factors, including but not limited to: Board of Directors' and regulatory approval, regulatory capital requirements, future earnings and cash flow of the Company, regulatory changes and general economic conditions, our ability to successfully manage and integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto. Additional factors that could cause actual events or results to differ materially are disclosed in the Company's recent filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements are accurate only as of the date released, and we do not undertake any responsibility to update or revise any forward-looking statements to reflect subsequent events or circumstances.
Contact:
WashingtonFirst Bankshares, Inc.
Matthew R. Johnson, 703-840-2422
Executive Vice President & Chief Financial Officer
MJohnson@wfbi.com
www.wfbi.com
2

text: WashingtonFirst

text: Millennium Bank, National Association

text: WashingtonFirst Bank

text: WashingtonFirst Bankshares, Inc.

text: Millennium Bank, NA

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst

text: WashingtonFirst Bankshares, Inc.

text: WashingtonFirst Bank

text: WashingtonFirst

text: WashingtonFirst Bankshares, Inc.


text:
EX-99.3
7
f8k061416_ex99z3.htm
EXHIBIT 99.3 PRESS RELEASE
Exhibit 99.3 Press Release
Nexus BioPharma, Inc. Completes Merger
Targeting the Development and Commercialization of FDA-Approved Drug for Obesity
Montclair, NJ, June 10, 2016
- Nexus BioPharma, Inc., a Nevada corporation (the "Company") (OTC-BB NEXS), formerly Plata Resources, Inc. (OTCBB: PTAE) ("Plata") announced today, that effective June 10, 2016, it completed a merger with Nexus BioPharma, Inc. ("Nexus"), a life science company focused on developing and commercializing a proprietary drug to treat obesity. In connection with the transaction, the Company received 100% of the issued and outstanding shares of common stock of Nexus, which became the wholly-owned operating subsidiary of the Company.
"The completion of this merger and share exchange marks a major milestone in the progression of Nexus being able to continue successful research and development of our weight loss drug candidate." said Mr. Warren C. Lau, Chief Executive Officer and President of the Company. Mr. Lau continued "As an operating public company, we will have greater access to the capital markets, enabling us to complete the drug optimization and pre-IND studies necessary to progress to FDA human trials".
The Company intends to file a Form 8-K with the Securities and Exchange Commission that will include information regarding the merger and providing detailed information regarding the business of Nexus.
About Nexus BioPharma, Inc. www.nexusbiopharma.com
At Nexus BioPharma, Inc. we are developing a weight loss drug that activates the AMPK metabolic pathway, the same pathway activated by intense physical exercise.
The underlying biochemistry was described in an article in the journal Cell Metabolism by Claire C. Bastie, and Jeffrey E. Pessin, the Judy R. and Alfred A. Rosenberg Professorial Chair in Diabetes Research and Director, Diabetes Research Center, Department of Medicine at Albert Einstein College of Medicine entitled "Fyn-Dependent Regulation of Energy Expenditure and Body Weight Is Mediated by Tyrosine Phosphorylation of LKB1".
Cell Metab.
2010 Feb 3;11(2):113-24
In completed pre-clinical trials of the pharmaceutical activation of this pathway, test subjects showed reduced fat mass with no loss of lean muscle mass, plus a higher rate of energy expenditure, increased insulin sensitivity, increased fatty acid oxidation, improved plasma and tissue triglyceride levels, with lower cholesterol. Upon translation of this pharmaceutical activation to humans, these effects are expected to have a significant impact on obesity and diabetes.
Using the most advanced high throughput screening technology, the Company has identified small molecule compounds in a number of discrete chemical structure families that can efficiently activate the pathway. The Company has filed for intellectual property protection on a selection of compounds in a number of discrete chemical backbones. The Company's goal is to advance these to pre-IND trials in preparation for FDA human trials of a drug that will safely mimic this effect in humans.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain certain "forward-looking statements" relating to the business of Nexus BioPharma, and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the impact of the proceeds from the private placement on the Company's short term business and operations,; the general ability of the Company to achieve its commercial objectives, including the ability of the Company to sustain growth; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes", "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (
http://www.sec.gov
). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contact:
Lara Cely
lara.cely@nexusbiopharma.com
917-524-6107

text: Nexus BioPharma, Inc.

text: Nexus BioPharma, Inc.

text: Plata Resources, Inc.

text: Nexus BioPharma, Inc.

text: Nexus

text: Nexus

text: Nexus

text: Warren C. Lau

text: Nexus

text: Nexus BioPharma, Inc.

text: Nexus BioPharma, Inc.


text:
EX-99
3
ex99hiwpressrelease07292021.htm
EX-99
Document
Exhibit 99
FOR IMMEDIATE RELEASE Ref: 21-16
Contact:
Brendan Maiorana
Executive Vice President of Finance and Treasurer
brendan.maiorana@highwoods.com
919-872-4924
Highwoods Closes Acquisition of Office Assets from
Preferred Apartment Communities, Inc.
$683M Total Investment
Asset
Strategy
Market
Submarket/BBD
SF
150 Fayetteville
Core
Raleigh
CBD
560,000
CAPTRUST Tower
Core
Raleigh
North Hills
300,000
Capitol Towers
Core
Charlotte
SouthPark
479,000
Morrocroft Centre
Core
Charlotte
SouthPark
291,000
Galleria 75 Redevelopment Site
Core
Atlanta
Cumberland/Galleria
______________________
RALEIGH, NC - July 29, 2021 - Highwoods Properties, Inc. (NYSE:HIW) has closed the acquisition of a portfolio of office assets from Preferred Apartment Communities, Inc. (NYSE:APTS) ("PAC"). The portfolio consists of four Class A office assets in Charlotte and Raleigh and one mixed-use redevelopment site in Atlanta.
The Company's total investment is expected to be $683 million, which includes $28 million of near-term building improvements and $4 million of transaction costs. The transaction includes the assumption of four secured loans estimated to be recorded at fair value of $407 million in the aggregate, with a weighted average effective interest rate of 3.5% and a weighted average maturity of 10.7 years.
The core office buildings in Charlotte and Raleigh, which encompass 1,630,000 square feet in total and are currently 94% occupied, are projected to generate cash net operating income of $38.3 million and GAAP net operating income of $42.8 million in the first four quarters following closing. The mixed-use redevelopment site in Atlanta is valued at approximately $20 million.
With respect to non-core assets the Company had previously agreed to acquire from PAC, the mezzanine loan related to a recently constructed office building in Atlanta was paid off in full by the third party borrower and PAC has elected to sell Armour Yards, a multi-building creative office project in Atlanta, to a third party.
The Company funded the initial cash portion of the purchase price with a combination of restricted cash held in escrow as the result of recent non-core asset sales and a $200 million, six-month unsecured bridge facility from JPMorgan Chase Bank, N.A. The bridge facility, which also closed on July 29th, bears interest at LIBOR plus 85 basis points, can be extended at the
Page | 2 Highwoods
Company's option for an additional six-month period and contains financial and other covenants that are similar to the covenants under the Company's $750 million unsecured revolving credit facility.
The Company's long-term plan is to fund the acquisition primarily by accelerating the sale of $500 to $600 million of non-core assets currently owned by the Company. The Company expects to return its balance sheet metrics to current levels by mid-2022. Approximately $250 million of the planned dispositions are expected to qualify for tax-deferred treatment under Section 1031 of the Internal Revenue Code.
About Highwoods
Some of the information in this press release may contain forward-looking statements. Such statements include, in particular, statements about our plans, strategies and prospects such as the following: the planned sales of non-core assets and expected pricing and impact with respect to such sales, including the tax impact of such sales; the expected financial and operational results and the related assumptions underlying our expected results, including but not limited to potential losses related to customer difficulties, anticipated building usage and expected economic activity due to COVID-19; the continuing ability to borrow under the Company's revolving credit facility; the anticipated total investment, projected leasing activity, estimated replacement cost and expected net operating income of acquired properties and properties to be developed; and expected future leverage of the Company. You can identify forward-looking statements by our use of forward-looking terminology such as "may", "will", "expect", "anticipate", "estimate", "continue" or other similar words. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved.
When considering such forward-looking statements, you should keep in mind important factors that could cause our actual results to differ materially from those contained in any forward-looking statement, including the following: buyers may not be available and pricing may not be adequate with respect to planned dispositions of non-core assets; comparable sales data on which we based our expectations with respect to the sales price of non-core assets may not reflect current market trends; the extent to which the ongoing COVID-19 pandemic impacts our financial condition, results of operations and cash flows depends on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic and its impact on the U.S. economy and potential changes in customer behavior that could adversely affect the use of and demand for office space; the financial condition of our customers could deteriorate or further worsen, which could be further exacerbated by the COVID-19 pandemic; our assumptions regarding potential losses related to customer financial difficulties due to the COVID-19 pandemic could prove incorrect; counterparties under our debt instruments, particularly our revolving credit facility, may attempt to avoid their obligations thereunder, which, if successful, would reduce our available liquidity; we may not be able to lease or re-lease second generation space, defined as previously occupied space that becomes available for lease, quickly or on as favorable terms as old leases; we may not be able to lease newly constructed buildings as quickly or on as favorable terms as originally anticipated; we may not be able to complete development, acquisition, reinvestment, disposition or joint venture projects as quickly or on as favorable terms as anticipated; development activity in our existing markets could result in an excessive supply relative to customer demand; our markets may suffer declines in economic and/or office employment growth; unanticipated increases in interest rates could increase our debt service costs; unanticipated increases in operating expenses could negatively impact our operating results; natural disasters and climate change could have an adverse impact on our cash flow and operating results; we may not be able to meet our liquidity requirements or obtain capital on
Page | 3 Highwoods
favorable terms to fund our working capital needs and growth initiatives or repay or refinance outstanding debt upon maturity; and the Company could lose key executive officers.
This list of risks and uncertainties, however, is not intended to be exhaustive. You should also review the other cautionary statements we make in "Risk Factors" set forth in our 2020 Annual Report on Form 10-K. Given these uncertainties, you should not place undue reliance on forward-looking statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements to reflect any future events or circumstances or to reflect the occurrence of unanticipated events.
###

text: Preferred Apartment Communities, Inc.

text: Highwoods Properties, Inc.

text: Preferred Apartment Communities, Inc.


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Media Contact for this Release: J. Daniel Sizemore (251) 967-4249
VISION BANCSHARES, INC. ANNOUNCES ACQUISITION OF BANKTRUST OF FLORIDA AND MERGER WITH VISION BANK, FSB
Gulf Shores, Alabama - October 15, 2004 - Vision Bancshares, Inc., (VBAL.OB) today announced
the completion of the acquisition of BankTrust of Florida, located in Wewahitchka, Gulf County, Florida, effective October 15, 2004, and the subsequent merger with Vision Bank, FSB, the Company's federally chartered savings bank, located in
Panama City, Bay County, Florida, effective October 15, 2004. The combined institution will operate under the name of Vision Bank with total assets in excess of $115 million. Vision Bank will operate three Gulf County locations in Wewahitchka, Port
St. Joe, and Port St. Joe Beach, Florida and two Bay County branches located in Panama City and Panama City Beach, Florida. J. Daniel Sizemore will serve as Chairman of the Board and Chief Executive Officer, and Joey Ginn will serve as President of
Vision Bank.
"We have anticipated with great excitement the completion of
the acquisition of the BankTrust of Florida banks and the merger with our Florida savings bank", said J. Daniel Sizemore, Chairman and CEO of Vision Bancshares, Inc. "Our strategic growth in this robust Florida market will allow us the
opportunities to better serve the Florida Gulf Coast communities. Our operating philosophies continue to focus on local board of directors, local decision making, and outstanding personal customer service to meet the needs of our Vision Bank
customers. Vision Bank prides itself in relationship and community oriented banking. We look forward to this expansion of our services and products into these additional Florida Gulf Coast communities. Our customers will see a new name, but the same
familiar faces will be greeting them at our five Vision Bank locations".

text: J. Daniel Sizemore

text: VISION BANCSHARES, INC.

text: BANKTRUST OF FLORIDA

text: VISION BANK, FSB

text: Vision Bancshares, Inc.

text: BankTrust of Florida

text: Vision Bank, FSB

text: J. Daniel Sizemore

text: BankTrust of Florida

text: J. Daniel Sizemore

text: Vision Bancshares, Inc.