text:
EX-99.1
2
press_releasex-xhinesxacqu.htm
HINES CLOSING PRESS RELEASE (FRIST 7)
Exhibit
Preferred Apartment Communities, Inc. Announces Acquisition of Seven Grocery-Anchored Shopping Centers
Atlanta, GA, August 9, 2016
Preferred Apartment Communities, Inc. (NYSE: APTS) ("PAC" or the "Company") today announced the acquisition on August 8, 2016 of seven grocery-anchored shopping centers with an aggregate of approximately 650,400 rentable square feet located in four states including Georgia, Florida, Texas and North Carolina for an aggregate purchase price of approximately $158 million, exclusive of acquisition-related and financing-related transaction costs.
The acquired portfolio consists of seven properties. Three of the assets are located in the Atlanta, GA area: Thompson Bridge Commons, an approximately 92,600 square foot Kroger anchored shopping center, Cherokee Plaza, an approximately 102,900 square foot Kroger anchored shopping center and Sandy Plains Exchange, an approximately 72,800 square foot Publix anchored shopping center. Two of the assets are located in Florida: Shoppes at Parkland, an approximately 145,700 square foot BJ's Wholesale Club anchored shopping center in South Florida and University Palms, an approximately 99,200 square foot Publix anchored shopping center located in the Orlando area. One asset is located in the Raleigh, NC area, Heritage Station, an approximately 72,900 square foot Harris Teeter anchored shopping center. Finally, there is one asset in San Antonio, Texas, Oak Park Village, an approximately 64,300 square foot HEB anchored shopping center.
PAC acquired these assets through its wholly-owned subsidiary New Market Properties, LLC. Joel T. Murphy, President and Chief Executive Officer of New Market Properties, LLC, said "We are pleased to add two more Publix anchored centers, two more Kroger anchored centers as well as adding our first Harris Teeter, HEB and BJ's Wholesale Club anchored centers to our growing Sunbelt portfolio. We are also excited about our initial expansion into both the North Carolina and South Florida markets. This is a transformative transaction for us in that we now own 30 grocery-anchored centers across seven states, consistent with our strategy of acquiring well-positioned grocery-anchored centers in suburban Sunbelt markets anchored by strong market leaders." These acquisitions were financed utilizing separate non-recourse first mortgage loans from Nationwide Life Insurance Company and Keybank National Association for an aggregate amount of approximately $97.7 million with the balance of the purchase price paid from PAC's available funds. Five of the loans from Nationwide have a ten year term and a fixed 3.45% interest rate. The sixth loan from Nationwide, which finances the Cherokee Plaza asset, is a five year, floating rate loan at 2.25% over the 30 Day LIBOR rate. The loan from Keybank for the Shoppes at Parkland is a seven year loan with a fixed rate of 4.67%.
About Preferred Apartment Communities, Inc.
Preferred Apartment Communities, Inc. is a Maryland corporation formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of our business strategy, we may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and we may make real estate related loans, provide deposit arrangements, or provide performance assurances, as may be necessary or appropriate, in connection
with the development of multifamily communities and other properties. As a secondary strategy, we may acquire or originate senior mortgage loans, subordinate loans or mezzanine debt secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest not more than 20% of our assets, subject to any temporary increase unanimously approved by our board of directors, in other real estate related investments such as grocery-anchored shopping centers, senior mortgage loans, subordinate loans or mezzanine debt secured by interests in grocery-anchored shopping centers, membership or partnership interests in grocery-anchored shopping centers and other grocery-anchored shopping center related assets as determined by our manager as appropriate for us. At June 30, 2016, the Company was the approximate 96.4% owner of Preferred Apartment Communities Operating Partnership, L.P., or the Operating Partnership. Preferred Apartment Communities, Inc. has elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with its tax year ended December 31, 2011.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, guidance, goals, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as "may", "will", "expects", "should", "plans", "estimates", "anticipates", "projects", "intends", "believes", "goals", "outlook" and similar expressions.
The forward-looking statements contained in this press release and in our Supplemental Financial Data are based upon our historical performance, current plans, estimates, expectations and other factors we believe are appropriate under the circumstances. The inclusion of this forward-looking information is inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; our projected operating results; our guidance and goals; estimates relating to our ability to make distributions to our stockholders in the future; availability of qualified personnel; local and national market conditions and trends in our industry; demand for and lease-up of apartment homes, supply of competitive housing product, and other economic conditions; availability of debt and/or equity financing and availability on favorable terms; changes in our asset values; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; and economic trends and economic recoveries.
Additional discussions of risks, uncertainties and certain other important information appear in our publicly available filings made and to be made with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 8, 2016, our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 14, 2016 and our Quarterly Report on Form 10-Q filed with the SEC on May 9, 2016, all under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." All information in this release is as of August 1, 2016. The Company does not undertake a duty to update forward-looking statements, including its projected operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community.
Additional Information
The SEC has declared effective the registration statement (including prospectus) filed by the Company for each of the offerings to which this communication may relate. Before you invest, you should read the final prospectus, and any prospectus supplements, forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering to which this communication may relate. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement to which this communication may relate. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or its dealer manager, International Assets Advisory, LLC, with respect to the Follow-On Offering, and JonesTrading Institutional Services LLC, with respect to the ATM Offering, will arrange to send you a prospectus if you request it by calling Leonard A. Silverstein at (770) 818-4100, 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.
The final prospectus for the Follow-On Offering, dated October 11, 2013, can be accessed through the following link:
http://www.sec.gov/Archives/edgar/data/1481832/000148183213000128/a424b3prospectus900m.htm
The ATM Offering prospectus, dated July 18 2016, including a base prospectus, dated May 17, 2016, can be accessed through the following link:
https://www.sec.gov/Archives/edgar/data/1481832/000148183216000152/atmprospectus.htm
SOURCE: Preferred Apartment Communities, Inc.
Preferred Apartment Communities, Inc.
Leonard A. Silverstein 770-818-4147
President and Chief Operating Officer
Email: lsilverstein@pacapts.com

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.

text: Preferred Apartment Communities, Inc.


dataset: buster

text:
EX-99.1
2
ex-99.htm
ex-99.htm
October 7, 2011
Reporters May Contact:
Kelly Polonus, Great Southern Bank, (417) 224.3082
kpolonus@greatsouthernbank.com
Great Southern Bank Assumes Deposits and Purchases Assets of
Ellington, Mo. - based Sun Security Bank
Company welcomes new associates and customers in expanded Missouri footprint
Springfield, Mo. - Great Southern Bank, a subsidiary of Great Southern Bancorp, Inc. (NASDAQ:GSBC), announced that it has entered into a purchase and assumption agreement, including a loss sharing agreement, with the Federal Deposit Insurance Corporation (FDIC) to purchase substantially all of the assets and to assume substantially all of the deposits and other liabilities of Sun Security Bank, a full-service bank headquartered in Ellington, Mo. All former Sun Security Bank offices with regular Saturday operating hours will open on Saturday, Oct. 8, 2011, as branches of Great Southern Bank. Former Sun Security Bank branches will be closed on Monday, Oct. 10, 2011, in observance of Columbus Day and will reopen on Tuesday, Oct. 11, 2011, with normal banking hours.
Current Sun Security Bank depositors will automatically become depositors of Great Southern Bank, and qualifying accounts will continue to be insured by the FDIC. If customers have accounts at both Sun Security Bank and Great Southern Bank, the accounts will be insured separately for at least six months. Customers can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on Sun Security Bank 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 until Great Southern can fully integrate the deposit and loan records of Sun Security Bank. Great Southern has no plans at this time to change interest rates or terms on existing Sun Security Bank retail CDs; however, customers may withdraw funds without penalty.
"We welcome Sun Security Bank customers and employees to Great Southern. Customers can be confident that their deposits are safe and readily accessible. It's business as usual", said Great Southern President and CEO Joseph W. Turner. "Great Southern has served Missouri customers' financial needs for 88 years with a deep commitment to building winning relationships. We look forward to the opportunity of serving Sun Security Bank customers with the same excellent service from the same local branch staff".
Established in 1970, Sun Security Bank operated 27 locations in 15 counties in central and southern Missouri. Only one market, Stockton, Mo., overlapped between the Sun Security Bank and Great Southern footprints, with both institutions operating one branch in this market. Great Southern will be assuming approximately $287 million of deposits of Sun Security Bank at no premium. Additionally, Great Southern is purchasing approximately $245 million in loans and $35 million of other real estate owned (ORE) at a discount of $55 million. The loans (excluding approximately $4 million of consumer loans) and ORE purchased are covered by a loss sharing agreement between the FDIC and Great Southern.
More
Next Page
Page 2
Under this agreement, the FDIC has agreed to cover 80% of the losses on the covered loans and ORE. In addition, Great Southern will also be purchasing cash and certain marketable securities of Sun Security Bank. The Company anticipates recording this transaction under ASC 805 - Business Combinations, in the quarter ending December 31, 2011. The financial statement effects of this transaction will be disclosed at a later date upon completion of further review and analysis, but the Company anticipates that this transaction will be accretive to income and equity beginning in the current quarter.
Customers with questions about today's transaction should call the FDIC toll-free at 1-866-806-6128. The phone number will be operational this evening until 9:00 p.m., Central Daylight Time (CDT); on Saturday from 9:00 a.m. to 6:00 p.m., CDT; on Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m. to 8:00 p.m., CDT. Interested parties also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/sunsecurity.html
. In addition, customers can visit their former Sun Security Bank branch should they have questions about their banking relationship.
Headquartered in Springfield, Mo., Great Southern offers banking, investment, insurance and travel services. Including this acquisition, Great Southern now operates 103 retail banking centers and hundreds of ATMs in Missouri, Arkansas, Iowa, Kansas and Nebraska. With $3.7 billion in assets, Great Southern Bancorp, Inc. is a public company and its common stock (ticker: GSBC) is listed on the NASDAQ Global Select stock exchange.
www.GreatSouthernBank.com
Forward-Looking Statements
When used in documents filed or furnished by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", "intends" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, (i) expected cost savings, synergies and other benefits from the Company's merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company's market areas; (iii) fluctuations in interest rates; (iv) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (v) the possibility of other-than-temporary impairments of securities held in the Company's securities portfolio; (vi) the Company's ability to access cost-effective funding; (vii) fluctuations in real estate values and both residential and commercial real estate market conditions; (viii) demand for loans and deposits in the Company's market areas; (ix) legislative or regulatory changes that adversely affect the Company's business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementing regulations, and the new overdraft protection regulations and customers' responses thereto; (x) monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry; (xi) results of examinations of the Company and the Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to increase its allowance for loan losses or to write-down assets; (xii) costs and effects of litigation, including settlements and judgments; and (xiii) competition. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The Company does not undertake-and specifically declines any obligation-to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

label: organization

text: Great Southern Bank

text: Great Southern Bank

text: Sun Security Bank

text: Great Southern Bank

text: Great Southern Bancorp, Inc.

text: Federal Deposit Insurance Corporation

text: Sun Security Bank

text: Sun Security Bank

text: Great Southern Bank

text: Sun Security Bank

text: Sun Security Bank

text: Great Southern Bank

text: Sun Security Bank

text: Great Southern Bank

text: Sun Security Bank

text: Great Southern

text: Sun Security Bank

text: Great Southern

text: Sun Security Bank

text: Sun Security Bank

text: Great Southern

text: Great Southern

text: Great Southern

text: Sun Security Bank

text: Sun Security Bank

text: Sun Security Bank

text: Great Southern

text: Great Southern

text: Sun Security Bank

text: Great Southern

text: Great Southern

text: Great Southern

text: Sun Security Bank

text: Sun Security Bank

text: Great Southern

text: Great Southern

text: Great Southern Bancorp, 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-99.2
20
apvo-ex992_298.htm
EX-99.2
apvo-ex992_298.htm
Exhibit 99.2
Aptevo Therapeutics Completes Separation from Emergent BioSolutions
SEATTLE, WA, August 1, 2016
, - Aptevo Therapeutics Inc. ("Aptevo") (Nasdaq: APVO), a biotechnology company focused on developing novel oncology and hematology therapeutics, announced today the completion of its separation from Emergent BioSolutions Inc. ("Emergent") (NYSE: EBS) and its launch as an independent, publicly traded corporation. Aptevo common stock will begin "regular way" trading under the symbol "APVO" on the Nasdaq Global Select Market today, August 1, 2016.
"Today is the culmination of the hard work of our entire team at Aptevo, and marks a major milestone for our company", said Marvin L. White, President and Chief Executive Officer of Aptevo. "As a standalone company, we believe we are very well-positioned to create value for shareholders and opportunities for our employees by delivering on our mission to extend and meaningfully improve patients' lives. We are excited to continue our strong progress advancing immuno-oncology therapies with our innovative ADAPTIR platform technology and related pipeline, and to serve patients with our portfolio of immunology and hematology focused commercial products. Looking ahead, we also believe we can drive value by exploring new collaborations and partnership opportunities that leverage the potential of the ADAPTIR platform and expand our pipeline".
Under the terms of the separation, Emergent stockholders of record as of the close of business on July 22, 2016, the record date for the distribution, received a dividend distribution of one share of Aptevo common stock for every two shares of Emergent common stock held as of the record date, plus cash in lieu of any fractional shares. No action or payment by Emergent stockholders was required to receive Aptevo shares.
Approximately 20 million shares of Aptevo common stock were distributed in the separation.
About Aptevo Therapeutics
Aptevo Therapeutics Inc. is a biotechnology company focused on novel oncology and hematology therapeutics to meaningfully improve patients' lives. Its core technology is the ADAPTIR™ (modular protein technology) platform. Aptevo has four revenue-generating products in the areas of hematology and infectious diseases, as well as various investigational stage product candidates in immuno-oncology.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including, without limitation, statements regarding the benefits of the separation transaction to Aptevo, Aptevo's technology and related pipeline, collaboration and partnership opportunities and any other statements containing the words "believes", "expects", "anticipates", "intends", "plans", "forecasts", "estimates", "will" and similar expressions are forward-looking statements. These forward-looking statements are based on Aptevo's current intentions, beliefs and expectations regarding future events. Aptevo cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from Aptevo's expectations. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, Aptevo does not undertake to update any forward-looking statement to reflect new information, events or circumstances.
There are a number of important factors that could cause Aptevo's actual results to differ materially from those indicated by such forward-looking statements, including possible negative effects on Aptevo's business
2401 4th Avenue, Suite 1050, Seattle, WA 98121 |
t
206.838.0500 |
f
206.838.0503 |
aptevotherapeutics.com
operations, assets or financial results as a result of the separation; a deterioration in the business or prospects of Aptevo; adverse developments in Aptevo's customer-base or markets; adverse developments in the U.S. or global capital markets, credit markets or economies generally; and changes in regulatory, social and political conditions. Additional risks and factors that may affect results are set forth in Aptevo's filings with the Securities and Exchange Commission, including Aptevo's Registration Statement on Form 10, as amended. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from Aptevo's expectations in any forward-looking statement.
Contact:
Stacey Jurchison
Aptevo Therapeutics
Senior Director, Investor Relations and Corporate Communications
JurchisonS@apvo.com
(206) 859-6628
2401 4
th
Ave. Suite 1050, Seattle, WA 98121 |
t
206.838.0500 |
f
206.838.0503 |
aptevotherapeutics.com
| 2

text: Aptevo Therapeutics Inc.

text: Emergent BioSolutions Inc.

label: person

text: Marvin L. White

text: Aptevo Therapeutics Inc.


text:
EX-99.1
2
exto8k-s2acquisition.htm
EXHIBIT 99.1 TO FORM 8-K - S2 ACQUISITION COMPLETED
Exhibit 99.1 to Form 8-K - S2 Acquisition Completed
Exhibit
99.1
News
Release
TRANSACTION
SYSTEMS ARCHITECTS INC
224
SOUTH
108 AVENUE
OMAHA,
NEBRASKA 68154
402.334.5101
FAX
402.390.8077
For
more information contact:
William
J. Hoelting
Vice
President, Investor Relations
402.390.8990
FOR
IMMEDIATE RELEASE
Transaction
Systems Architects Completes Acquisition of S2 Systems
(OMAHA,
Neb.-July 29, 2005)-
Transaction
Systems Architects, Inc. (Nasdaq: TSAI), a leading global provider of enterprise
e-payments solutions, announced today that it has completed the acquisition
of
substantially all of the assets of S2 Systems.
About
Transaction Systems Architects, Inc.
The
Company's software facilitates electronic payments by providing consumers and
companies access to their money. Its products are used to process transactions
involving credit cards, debit cards, secure electronic commerce, mobile
commerce, smart cards, secure electronic document delivery and payment, checks,
high-value money transfers, bulk payment clearing and settlement, and enterprise
e-infrastructure. The Company's solutions are used on more than 1,755 product
systems in 79 countries on six continents. Visit Transaction Systems Architects,
Inc. on the Internet at www.tsainc.com.

text:
William
J. Hoelting

text:
Transaction
Systems Architects

text:
Transaction
Systems Architects, Inc.

text: Transaction Systems Architects, Inc.

text:
Transaction Systems Architects,
Inc.


text:
EX-99.1
2
ex991.txt
PRESS RELEASE
EXHIBIT 99.1
Press Release Filed February 9, 2005
Media Contacts:
Christopher Downie
Motient Communications
847-478-4200
chris.downie@motient.com
Motient Announces Purchase of Additional Interests in MSV
LINCOLNSHIRE, IL, February 9, 2005 -- Motient Corporation (MNCP) announced today
that it had closed a series of transactions with Telcom Satellite Ventures,
Columbia Space Partners and Spectrum Space Equity Investors, resulting in
Motient's purchase of an additional 3,563,933 Mobile Satellite Ventures limited
partnership units, in exchange for the issuance of 12,704,782 shares of Motient
common stock. As a result of these transactions, Motient increased its ownership
position in MSV to approximately 49%.
Specifically, Motient directly acquired the 2,296,835 MSV limited partnership
units held by Telcom in a merger intended to be a tax-free reorganization, in
exchange for which Motient issued 8,187,804 shares of its common stock to the
owners of Telcom in a private placement. Additionally, Motient indirectly
acquired another 1,267,098 limited partnership units through a series of
transactions pursuant to which Motient issued to Spectrum and Columbia a total
of 4,516,978 shares of Motient common stock in consideration for an
approximately 62.3% interest in Spectrum Space Equity Investors IV, Inc. and two
other related entities, and an approximately 27.8% interest in Columbia Space
Partners, Inc. and two other related entities. These acquisitions of Columbia
and Spectrum common stock were made pursuant to several materially similar stock
purchase agreements, and were intended to satisfy certain "tag-along" rights
that the Spectrum Entities and the Columbia Entities had pursuant to certain
documents governing the relationship of the various MSV equityholders.
For more detailed information on these terms and conditions, please see
Motient's current report on Form 8-K, filed today with the SEC. For further
information regarding the financial condition of MSV, please see the financial
statements of MSV contained in our registration statement on Form S-1, filed
with the SEC on January 6, 2005.
Since the shares to be issued to the owners of Telcom, Columbia and Spectrum
have not been registered under the Securities Act of 1933, as amended, they may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. As the potential purchasers are all
accredited investors, and no general solicitation has occurred, or will occur,
as part of the offering and sale of these securities, Motient has relied upon
the exemption from registration afforded by Rule 506 under the Securities Act
and/or Section 4(2) of the Securities Act.
1
###
About Motient Corporation:
Motient is a nationwide provider of wireless data solutions for Fortune 500
companies and the small to medium size enterprise business market. Motient
simplifies the wireless experience for applications providers, hardware vendors,
value added resellers and customers by offering multiple network options,
proprietary applications, one source support and wireless consulting services
that enhance the performance, efficiency and cost-effectiveness of enterprise
wireless solutions.
http://www.motient.com.
Statement under the Private Securities Litigation Reform Act:
With the exception of any historical information contained in this release, the
matters described herein contain forward-looking statements that involve risk
and uncertainties that may individually or mutually impact the matters herein
described, which could cause actual results or revenues to differ materially
from those contemplated by these statements.
2

text: Motient

text: Motient

text: Motient Corporation

text: Telcom Satellite Ventures

override: organization

text: Columbia Space Partners

text: Spectrum Space Equity Investors

text: Motient

text: Mobile Satellite Ventures

text: Motient

text: Motient

text: Motient

text: Telcom

text: Motient

text: Telcom

text: Motient

text: Motient

text: Motient

text: Spectrum Space Equity Investors

text:
Columbia Space
Partners

text: Motient

text: Telcom

text: Motient

text: Motient Corporation

text: Motient

text: Motient


text:
EX-99
9
optimized8ka2092809ex998.htm
EX-99.8 FINANCIAL STATEMENTS
Exhibit 99.8
Exhibit 99.8
UNITED RESTAURANT MANAGEMENT, Inc.
Pro Forma Condensed
Combined Financial Statements
March 31, 2009 (unaudited)
UNITED RESTAURANT MANAGEMENT, Inc.
Index to Pro Forma Condensed Combined Financial Statements
Page
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
F-3
Unaudited Pro Forma Condensed Combined Balance Sheet
F-4
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
F-5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
F-6
F-2
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of our acquisition of Federal Logistics Inc. and Optimized Transportation Software, Inc. (the "Exchange Transaction") on our historical financial position and our results of operations. We have derived our historical financial data for the three months ended March 31, 2009 from our unaudited condensed interim financial statements for the three months ended March 31, 2009 previously filed in our report with the Securities and Exchange Commission. We have derived the historical financial position of Federal Logistics Inc. and Optimized Transportation Software, Inc for the period from July 1, 2008 to March 31, 2009. Federal Logistics Inc. audited financial statements for the period from February 28, 2008 (date of inception) to June 30, 2008 are included elsewhere in this Form 8K. Optimized Transportation Software, Inc audited financial statements for the period from October 30, 2007 (date of inception) to June 30, 2008 are also included elsewhere in this Form 8K.
The unaudited pro forma condensed combined statement of operations for the nine months ended August 31, 2008 assumes that the Exchange Transaction and Financing were consummated on November 1, 2007. The unaudited pro forma condensed combined balance sheet as of August 31, 2008 assumes the Exchange Transaction was consummated on that date. The information presented in the unaudited pro forma condensed combined financial statements does not purport to represent what our financial position or results of operations would have been had the Exchange Transaction occurred as of the dates indicated, nor is it indicative of our future financial position or results of operations for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the Exchange Transaction.
The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of us, Federal Logistics Inc. and Optimized Transportation Software, Inc
F-3
UNITED RESTAURANT MANAGEMENT, Inc.
Pro forma condensed combined balance sheet
March 31, 2009
(unaudited)
Federal
Pro Forma
Pro Forma
UREM
Logistics
OTSI
Adjustments
Combined
Assets
Current assets
Cash
$
9
$
89,072
$
-
$
-
$
89,081
Accounts receivable
-
2,832,477
85,430
-
2,917,907
Advances
-
382,433
-
(243,612)
2
138,821
Surety bond
-
10,445
-
-
10,445
Total current assets
9
3,314,427
85,430
(243,612)
3,156,254
Equipment
-
10,586
145,876
-
156,462
Total assets
$
9
$
3,325,013
$
231,306
$
(243,612)
$
3,312,716
Liabilities and stockholders' equity (deficit)
Liabilities
Current liabilities
Accounts payable
$
18,175
$
5,963
$
13,133
$
-
$
37,271
Accrued expenses
-
2,631,619
-
-
2,631,619
Line of credit
-
359,337
-
-
359,337
Other current liabilities
15,860
251,915
243,612
(243,612)
2
267,775
Stockholder's note payable
-
40,000
40,000
Total current liabilities
34,035
3,288,834
256,745
(243,612)
3,336,002
Total liabilities
34,035
3,288,834
256,745
(243,612)
3,336,002
Stockholders' equity (deficit)
Preferred stock
-
-
-
1,200
1,200
Common stock
6,165
100
100
1,635
8,000
Additional paid-in capital
2,136,897
-
-
(2,179,923)
(43,026)
Retained earnings (Accumulated deficit)
(2,177,088)
36,079
(25,539)
2,177,088
10,540
Total stockholders' equity (deficit)
(34,026)
36,179
(25,439)
-
(23,286)
Total liabilities and stockholders' equity (deficit)
$
9
$
3,325,013
$
231,306
$
(243,612)
$
3,312,716
See accompanying notes to these financial statements
F-4
UNITED RESTAURANT MANAGEMENT, Inc.
Pro forma condensed combined statement of income
For the nine months ended March 31, 2009
(unaudited)
Federal
Pro Forma
Pro Forma
UREM
Logistics
OTSI
Adjustments
Combined
three months
ended
Revenues
$
-
$
6,403,761
$
236,413
$
$
6,640,174
Costs of operations
-
5,985,824
132,648
-
6,118,472
Gross profit
-
417,937
103,765
-
521,702
General and administrative expenses
16,423
290,621
206,830
-
513,874
Operating income (loss)
(16,423)
127,316
(103,065)
-
7,828
Interest expense
138
24,558
-
-
24,696
Net Income (loss)
$
(16,561)
$
102,758
$
(103,065)
$
-
$
(16,868)
Net (loss) per common share basic
$
(0.002)
Net (loss) per common share diluted
$
(0.001)
Weighted average number of common shares outstanding, basic
8,000,000
Weighted average number of common shares outstanding, diluted
15,000,000
See accompanying notes to these financial statements
F-5
UNITED RESTAURANT MANAGEMENT, Inc.
Notes to pro forma condensed combined financial statements
March 31, 2009 (Unaudited)
(Stated in US Dollars)
[1]
The Share Exchange is being accounted for as a stock purchase of Florida Logistics, Inc. and Optimized Transportation Software, Inc. The assets and liabilities and the historical operations that will be reflected in the financial statements for periods prior to the Share Exchange will be those of the Registrant. After the completion of the Share Exchange, the Registrant's consolidated financial statements will include the assets and liabilities of the Registrant, FL & OTSI, the historical operations of FL & OTSI and the operations of the Registrant from the closing date of the Share Exchange. No arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of the Registrant's board of directors and, to our knowledge, no other arrangements exist that might result in a change of control of the Company. Further, as a result of the issuance of the shares of the Registrant's common stock pursuant to the Share Exchange, a change in control of the Registrant occurred on the date of consummation of the Share Exchange.
[2]
To eliminate intercompany advances between subsidiaries
[3]
The pro forma statements assume the Exchange Transaction occurred at the beginning of the period presented; weighted average number of shares therefore equals number of shares outstanding at the end of the completion of the transaction.
Previously existing number of shares of UNITED RESTAURANT MANAGEMENT
2,500,000
Exchange Transaction
5,500,000
Weighted average number of common shares
8,000 000
UNITED RESTAURANT MANAGEMENT did not have any dilutive instrument during the nine months ended June 30, 2009, convertible preferred shares will be issued in connection with the Exchange Transaction. Accordingly, the reported diluted loss per share is different.
F-6

text: Federal Logistics Inc.

text: Optimized Transportation Software, Inc.

text: Federal Logistics Inc.

text: Federal Logistics Inc.

text: Federal Logistics Inc.

text: Florida Logistics, Inc.

text: Optimized Transportation Software, Inc.


text:
EX-99.1
3
v042459_ex99-1.htm
For
more information, please contact:
Michael
J. McCloskey
Chief
Operating Officer
(720)
932-4282
michaelm@matrixbancorp.com
or
Susan
J. Lewis, PAIRELATIONS, LLC
(303)
804-0494
slewis@pairelations.com
FOR
IMMEDIATE RELEASE
May
8, 2006
MATRIX
BANCORP, INC. ANNOUNCES SALE OF ABS SCHOOL SERVICES,
LLC
Transaction
Further Demonstrates Company's Focus on Community
Banking
Denver
…
May 8, 2006 … Matrix Bancorp, Inc. (NASDAQ: MTXC) (the "Company")
announced today that its wholly owned subsidiary, Equi-Mor Holdings, Inc.
("Equi-Mor"), has sold all of its membership interests in ABS Schools Services,
LLC ("ABS"), a provider of financing and administrative business services to
charter schools, to SKS Ventures, LLC ("SKS") for approximately $7.4 million.
The principal members of SKS are D. Mark Spencer, Richard V. Schmitz and David
Kloos, the former Co-Chief Executive Officers and former Chief Financial Officer
of the Company, respectively. Matrix Capital Bank, a subsidiary of the Company,
provided SKS with $4 million in financing for the transaction. The closing
of
the transaction took place on Friday, May 5, 2006.
Prior
to
the execution of the agreement, ABS distributed its outstanding interests in
Charter Facilities Funding, LLC and New Century Academy Property Management
Group, LLC to Equi-Mor. ABS also distributed certain other assets to Equi-Mor
as
well as outstanding deferred and current income tax balances related to ABS.
Based on the purchase price, a $1.0 million pre-tax charge was recorded in
the
first quarter, included in discontinued operations, to reflect the net realized
value of the ABS interests upon the sale.
SKS
assumed all liabilities associated with the ABS loan portfolio transferred
to
SKS, including ABS' approximately $5.4 million recourse obligation to a third
party financial institution. Equi-Mor has provided a five-year guarantee of
up
to $1.65 million for the existing ABS loan portfolio and the obligations to
that
financial institution. Management
anticipates a charge of approximately $800,000 to $1.0 million will be recorded
in the second quarter in the Company's financial statements to reflect this
recourse obligation.
-
more -
Matrix
Bancorp, Inc.
Sale
of
ABS School Services, LLC
Page
2
If
SKS
resells ABS within one year of the agreement, 50% of any gain on sale is payable
to Equi-Mor, after adjustment for certain post closing events. The Company
guaranteed the obligations of its subsidiary Equi-Mor under the agreement.
The
three former executive officers of the Company guaranteed the obligations of
SKS
under the agreement and were co-borrowers on the $4 million financing with
Matrix Capital Bank.
In
discussing the sale, Michael J. McCloskey, Chief Operating Officer of the
Company, commented: "We are pleased to announce what we believe to be a mutually
beneficial sale for both Matrix Bancorp and SKS Ventures, LLC. This sale allows
Matrix Bancorp to take another step toward our goal of re-positioning the
company as a traditional community bank serving the Colorado Front Range market.
ABS and its employees have proved valuable to Matrix Bancorp's operations over
the years; however, with the Company's redirection toward community banking,
ABS' business no longer coincides with our new strategy. We thank the former ABS
employees for their important contributions to Matrix and wish them well in
their new endeavor".
Denver-based
Matrix Bancorp, Inc. is focused on developing its community-based banking
network through its Matrix Capital Bank subsidiary by strategically positioning
branches across Colorado's Front Range market. The Bank plans to grow its
network to an estimated five to seven community-based branches over the next
three to five years. The Company recently identified "United Western" as its
proposed new brand name and anticipates a formal change in legal and trade
names
during second or third quarter of 2006, after receiving applicable regulatory
and shareholder approvals.
At
December 31, 2005, the Company reported total consolidated assets of $2.1
billion, total loans of $1.4 billion, total deposits of $1.1 billion and total
consolidated shareholders equity of $180.7 million (includes proceeds used
for
the Company's January 2006 tender offer). For more information, please visit
www.matrixbancorp.com.
Certain
statements contained in this press release that are not historical facts,
including, but not limited to, statements that can be identified by the use
of
forward-looking terminology such as "may", "will", "expect", "anticipate,"
"predict", "believe", "plan", "estimate" or "continue" or the negative thereof
or other variations thereon or comparable terminology, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995, and involve a number of risks and uncertainties. The actual results of
the
future events described in such forward-looking statements in this press release
could differ materially from those stated in such forward-looking statements.
Among the factors that could cause actual results to differ materially are:
the
timing of regulatory approvals or consents for contemplated
actions
;
the
successful negotiation of a mutually acceptable definitive agreement; general
economic conditions; competition; the delay in or failure to receive any
required shareholder approvals of the contemplated actions; the risks and
uncertainties discussed elsewhere in the Company's Annual Report on Form 10-K
for the year ended December 31, 2005, filed with the Securities and Exchange
Commission on March 15, 2006; and the uncertainties set forth from time to
time
in the Company's periodic reports, filings and other public
statements.
#
#
#

text:
MATRIX
BANCORP, INC.

text:
ABS SCHOOL SERVICES,
LLC

text: Matrix Bancorp, Inc.

text: Equi-Mor Holdings, Inc.

text:
ABS Schools Services,
LLC

text: SKS Ventures, LLC

text:
Matrix
Bancorp, Inc.

text: ABS School Services, LLC

text: SKS Ventures, LLC

text: Matrix Bancorp, Inc.


text:
EX-99.1
7
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Eagle Family Foods Acquires Milnot Holding Corporation's Canned Milk Business
For Immediate Release
Columbus Ohio, December 23, 2004-
Eagle Family Foods, Inc. (EFFI) today announced the purchase of Milnot Holding
Corporation's milk division and it's Seneca, MO manufacturing facility.
The acquisition brings together two leaders in the sweetened condensed and evaporated branded and private label canned milk segments, both with long histories of outstanding quality products. Well-known Eagle
Brand® Sweetened Condensed Milk originated in 1856, and Milnot began producing canned milk in 1912. Craig Steinke, EFFI's President and CEO, commented, "We are pleased with the transaction and believe this positions our company for
future growth in both retail private label and food service businesses. It is a winning proposition for our retail customers, while offering our consumers a broader variety of the same high quality products they have come to expect from EFFI. The
Milnot Company will be providing transition services over the next sixty to ninety days".
EFFI is privately held and is headquartered in Gahanna, Ohio. The company manufactures and markets well-known brands such as Eagle Brand, Meadow Gold, and Magnolia sweetened condensed milk, Borden Eggnog, None Such
mincemeat pie filling, and Kava acid neutralized coffee. Steinke further added, "The acquisition will allow our team to continue its concentration on growing the canned milk business, including executing key Hispanic growth initiatives,
extending the Eagle Brand equity into decadent dessert kits, and increasing our manufacturing presence in private label." More information about the Eagle Family Foods, Inc. brand portfolio can be found on its website; www.eaglefamilyfoods.com.
St. Louis-based Milnot Holding Corporation will continue to
own and manage Beech-Nut Nutrition Corporation. Scott Meader, President and CEO of Milnot Holding Corporation said the sale of the company's milk division "was a difficult decision. Canned milk marked our beginnings as a company and has
been closely associated with Milnot in our local communities for nearly a hundred years".
1
"While the sale has many benefits to EFFI and our shared retail customers, it will also enable Milnot Holding
Corporation to focus on the continued growth of our Beech-Nut
®
Baby Food business", Mr. Meader added.
Contacts
Kate Terrell, Eagle Family Foods
(614) 501-4234
kterrell@effinc.com
Lisa Lewis, Milnot Holding Corporation
(314) 436-7667
-
END
-
2

text: Eagle Family Foods

text: Milnot Holding Corporation

text: Eagle Family Foods, Inc.

text: EFFI

text:
Milnot Holding
Corporation

text: EFFI

text: EFFI

text: EFFI

text: Eagle Family Foods, Inc.

text: Milnot Holding Corporation

text: Scott Meader

text: Milnot Holding Corporation

text: EFFI

text:
Milnot Holding
Corporation

text: Eagle Family Foods

text: Milnot Holding Corporation


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
January
17th,
2008
FOR
IMMEDIATE RELEASE
Language
Access Network Enters Into Definitive Agreement to Sell T-LAN
Transaction
to Improve Balance Sheet and Position The Company For Future
Acquisitions
COLUMBUS,
Ohio
-
Language Access Network (OTCBB:
LANW),
announced today that it has entered into a definitive agreement with Interim
Support, LLC, to purchase certain assets of its wholly owned subsidiary Language
Access Network, LLC.(T-LAN) for $1.25 million, through the assumption of debt
by
the purchaser. The sale of TLAN will allow the Company to focus on the
development of IBeam Solutions, LLC. (IBeam), and to pursue
acquisitions.
In
conjunction with the sale of the subsidiary, effective Jan. 16, 2008, the
Company appointed Eric Schmidt, President of IBeam, as its new Chief Executive
Officer and Director, and accepted the resignation of Michael Guirlinger, the
former CEO, and other Directors and Officers.
"We
believe we are well positioned to grow IBeam and make attractive acquisitions,"
said Mr. Schmidt. "The sale of TLAN will enhance our balance sheet, improve our
financial results and allow us to, grow IBeam Solutions, which grossed $2MM
in
2007 with an 11% EBITDA, and to acquire viable companies to help build a
brighter future".
Additional
details of the transaction can be found in LANW's 8K filing with the
SEC.
Safe
Harbor Statement
This
release contains "forward-looking statements" within the meaning of Section
27A
of the Securities Act of 1933, as amended, and Section 21E the Securities
Exchange Act of 1934, as amended and such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. "Forward-looking statements" describe future expectations,
plans, results, or strategies and are generally preceded by words such as "may",
"future", "plan" or "planned", "will" or "should", "expected", "anticipates",
"draft", "eventually" or "projected". You are cautioned that such statements
are
subject to a multitude of risks and uncertainties that could cause future
circumstances, events, or results to differ materially from those projected
in
the forward-looking statements, including the risks that actual results may
differ materially from those projected in the forward-looking statements as
a
result of various factors, and other risks identified in a companies' annual
report on Form 10-K or 10-KSB and other filings made by such company with the
Securities and Exchange Commission.
****
Corporate
Language
Access Network, Inc.
IBeam
Solutions, LLC.
614-833-9713
info@ibeamsolutions.com

text:
Language
Access Network

text: Language Access Network

text:
Interim
Support, LLC

text:
Language
Access Network, LLC.

text: Eric Schmidt

text:
Language
Access Network


text:
EX-99.1
3
exhibit991pressreleasevfac.htm
EXHIBIT 99.1 - MOSAIC PRESS RELEASE (JANUARY 8, 2018)
Exhibit
Exhibit 99.1
The Mosaic Company
3033 Campus Drive, Suite E490
Plymouth, MN 55441
www.mosaicco.com
FOR IMMEDIATE RELEASE
Media
Ben Pratt
The Mosaic Company
763-577-6102
benjamin.pratt@mosaicco.com
Investors
Laura Gagnon
The Mosaic Company
763-577-8213
investor@mosaicco.com
MOSAIC COMPLETES ACQUISITION OF VALE FERTILIZANTES AND
ANNOUNCES TIMING OF 2017 FULL YEAR AND FOURTH QUARTER
EARNINGS RELEASE AND CONFERENCE CALL
Luciano Siani Pires Elected to Mosaic's Board of Directors
PLYMOUTH, MN, January 8, 2018 - The Mosaic Company (NYSE: MOS) announced today that it has completed the previously announced acquisition of Vale Fertilizantes from Vale S.A. Pursuant to the agreement, Luciano Siani Pires has been elected to Mosaic's Board of Directors.
Mr. Siani Pires has been Vale's Chief Financial Officer since 2012, with additional responsibilities in Procurement and Information Technology. Prior to his current role, he held positions in strategic planning, human resources and governance at Vale S.A, and also worked at McKinsey & Company and the Brazilian Development Bank. Mr. Siani Pires, a Brazil native with an M.B.A in Finance from the Stern School of Business at New York University, brings extensive experience in finance, capital markets, strategy and fertilizer to the company's Board of Directors.
Mosaic expects to release its fourth quarter and full year 2017 earnings results at approximately 5:00 p.m. Eastern Time on February 19, 2018 after market close of the New York Stock Exchange, simultaneously posting performance data on its website in a tabular form. Historical performance data for Mosaic's past eight quarters is currently available at www.mosaicco.com/investor/financialdata.
At the same time, Mosaic intends to provide preliminary historical pro forma financial information for seven quarters ending September 30, 2017 reflecting post acquisition segmentation, which will be effective beginning the first quarter 2018. The pro forma information will also include the impacts of the acquisition on certain segments.
The company will host a conference call to discuss the results on February 20, 2017, beginning at 9:00 a.m. Eastern Time. A webcast of the conference call including the presentation slides can be accessed by visiting Mosaic's website. An audio replay of the call will be available for up to one year from the time of the earnings call.
1
About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphates and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com.
2

text: MOSAIC

text: Mosaic Company

text: Mosaic Company

text: Mosaic Company

text: MOSAIC

text: VALE FERTILIZANTES

text: Siani Pires

text: Mosaic

text: Mosaic Company

text: Vale Fertilizantes

text: Vale S.A. Pursuant

text: Siani Pires

text: Mosaic

text: Siani Pires

text: Siani Pires

text: Mosaic

text: Mosaic

text: Mosaic

text: Mosaic

text: Mosaic Company

text: Mosaic Company

text: Mosaic


text:
EX-99.1
6
a16-11307_1ex99d1.htm
EX-99.1
Exhibit 99.1
Great Western Bancorp, Inc. Closes Merger with HF Financial Corp.
Sioux Falls, SD - May 16, 2016 - Great Western Bancorp, Inc. (NYSE: GWB) ("Great Western") announced today that it has completed its previously announced acquisition of HF Financial Corp ("Home Federal"). The acquisition of Home Federal increases Great Western's assets to approximately $11.3 billion, and will add 23 locations to its 155 branch network with a new presence in North Dakota and Minnesota.
Great Western will be changing the existing Home Federal and Infinia branches over the next few weeks in connection with its systems conversion, which is expected to be completed on June 10, 2016.
"We are very pleased to welcome Home Federal customers to Great Western", said Ken Karels, President and Chief Executive Officer. "Our team is eager to get to work Making Life Great for our customers and the communities we serve".
About Great Western Bancorp, Inc.
Great Western Bancorp, Inc. is the holding company for Great Western Bank, a full-service regional bank focused on relationship-based business and agribusiness banking. Great Western Bank offers small and mid-sized businesses a focused suite of financial products and a range of deposit and loan products to retail customers through several channels, including the branch network, online banking system, mobile banking applications and customer care centers. The bank services its customers through 178 branches in nine states: South Dakota, North Dakota, Minnesota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. To learn more about Great Western Bank visit www.greatwesternbank.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements about Great Western's expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, future events or performance with respect to the merger are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipates", "believes", "can", "could", "may", "predicts", "potential", "should", "will", "estimate", "plans", "projects", "continuing", "ongoing", "expects", "intends" and similar words or phrases. In particular, the statements included in this press release concerning the expected timeline for integration efforts related to the merger and the anticipated benefits of the merger are not historical facts and are forward-looking. Accordingly, the forward-looking statements in this press release are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed; therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the sections titled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in the Proxy Statement/Prospectus related to the merger and, more generally, to the discussion in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Great Western's Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and the discussion in the sections entitled "Risk Factors" and "Forward-Looking Statements" in HF Financial's Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Further, any forward-looking statement speaks only as of the date on which it is made, and Great Western does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
GREAT WESTERN BANCORP, INC.
Media Contact:
Ann Nachtigal, 605-988-9217
ann.nachtigal@greatwesternbank.com
Investor Relations Contact:
David Hinderaker, 605-988-9253
david.hinderaker@greatwesternbank.com

text: Great Western Bancorp, Inc.

text: HF Financial Corp.

text: Great Western Bancorp, Inc.

text: Great Western

text: HF Financial Corp

text: Home Federal

text: Home Federal

text: Great Western

text: Great Western

text: Home Federal

text: Home Federal

text: Great Western

text: Ken Karels

text: Great Western Bancorp, Inc.

text: Great Western Bancorp, Inc.

text: Great Western

text: Great Western

text: Great Western

text: Great Western

text: Great Western

text: Great Western

text: GREAT WESTERN BANCORP, INC.


text:
EX-99.1
5
d612356dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
TENNECO ANNOUNCES CLOSE OF FEDERAL-MOGUL ACQUISITION
Lake Forest, Illinois, October 1, 2018 - Tenneco Inc. (NYSE: TEN), one of the world's leading designers, manufacturers and marketers of Ride
Performance and Clean Air products and technology solutions for automotive and commercial vehicle original equipment markets and the aftermarket, announced today that it has completed its acquisition of Federal-Mogul LLC, a leading global supplier
to original equipment manufacturers and the aftermarket.
"Today marks an important step for Tenneco as we progress toward the transformation of our
company into two strong, leading global businesses with the scale and financial flexibility to drive long-term value creation", said Brian Kesseler,
co-CEO,
Tenneco.
The transformational acquisition, which was first announced in the second quarter of 2018, accelerates long-term value creation by creating two
product-focused, purpose-built industry leaders in their respective markets with greater scale, and strategic and financial flexibility. Today's closing precedes the planned separation of the combined businesses into two independent, publicly
traded companies through a
tax-free
spin-off
to shareholders that will establish an Aftermarket and Ride Performance company and a Powertrain Technology company. The
spin-off
is expected to be complete in late 2019.
"This transaction makes possible the ability to create two new
product-focused companies with even stronger portfolios positioned to capture unique opportunities in their respective markets", said Roger Wood,
co-CEO,
Tenneco. "Now that we have completed the
acquisition, we look forward to accelerating the successful realignment of the businesses and creation of the new companies".
Cash consideration of
$800 million was financed through a new senior credit facility that will replace Tenneco's existing senior credit facilities and certain senior facilities of Federal-Mogul LLC. The new senior credit facility consists of a $1.7 billion
term loan A, a $1.7 billion term loan B and a $1.5 billion revolving credit facility.
The company also announced the expansion of its board of
directors from 10 to 11 members and the election to the board of directors of Mr. Keith Cozza, President and CEO, Icahn Enterprises L.P., effective today, in accordance with the terms of the Federal-Mogul purchase agreement.
About Tenneco
Headquartered in
Lake Forest, Illinois, Tenneco is one of the world's leading designers, manufacturers and marketers of Ride Performance and Clean Air products and technology solutions for diversified markets, including light vehicle, commercial truck,
off-highway
equipment and the aftermarket, with 2017 revenues of $9.3 billion and approximately 32,000 employees worldwide.
On October 1, 2018, Tenneco completed the acquisition of Federal-Mogul, a leading global supplier to original equipment manufacturers and the aftermarket
with nearly 55,000 employees globally and 2017 revenues of $7.8 billion. Additionally, the company expects to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as a new
Powertrain Technology company, in late 2019.
-More-
-2-
About the Future Aftermarket and Ride Performance Company
Following the separation, the aftermarket and ride performance company will be one of the largest global multi-line, multi-brand aftermarket companies, and one
of the largest global OE ride performance and braking companies. The aftermarket and ride performance company's principal product brands will feature Monroe
®
, Walker
®
, Clevite
®
Elastomers, MOOG
®
,
Fel-Pro
®
, Wagner
®
, Champion
®
and others. The Aftermarket and Ride Performance company
would have 2017
pro-forma
revenues of $6.4 billion, with 57% of those revenues from aftermarket and 43% from original equipment customers.
About the Future Powertrain Technology Company
Following
the separation, the powertrain technology company will be one of the world's largest pure-play powertrain companies serving OE markets worldwide with engineered solutions addressing fuel economy, power output, and criteria pollution
requirements for gasoline, diesel and electrified powertrains. The powertrain technology company would have 2017
pro-forma
revenues of $10.7 billion, serving light vehicle, commercial truck,
off-highway
and industrial markets.
Safe Harbor
This release contains forward-looking statements. These forward-looking statements include, but are not limited to, (i) all statements, other than
statements of historical fact, included in this communication that address activities, events or developments that we expect or anticipate will or may occur in the future or that depend on future events and (ii) statements about our future
business plans and strategy and other statements that describe Tenneco's outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. These forward-looking statements are included in various
sections of this communication and the words "may", "will", "believe", "should", "could", "plan", "expect", "anticipate", "estimate", and similar expressions
(and variations thereof) are intended to identify forward-looking statements. Forward-looking statements included in this release concern, among other things, the benefits of the Federal-Mogul acquisition; the combined company's plans,
objectives and expectations; future financial and operating results; and other statements that are not historical facts. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially
differ from those described in the forward-looking statements, including the outcome of any legal proceeding that may be instituted against Tenneco and others following the announcement of the transaction; the possibility that the combined company
may not complete the
spin-off
of the Aftermarket & Ride Performance business from the Powertrain Technology business (or achieve some or all of the anticipated benefits of such a
spin-off);
the possibility that the transaction may have an adverse impact on existing arrangements with Tenneco, including those related to transition, manufacturing and supply services and tax matters; the ability
to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the risk that the benefits of the transaction, including synergies, may not be fully realized or may take longer to realize than
expected; the risk that the transaction may not advance the combined company's business strategy; the risk that the combined company may experience difficulty integrating all employees or operations; the potential diversion of Tenneco
management's attention resulting from the transaction; as well as the risk factors and cautionary statements included in Tenneco's periodic and current reports (Forms
10-K,
10-Q
and
8-K)
filed from time to time with the SEC. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a
prediction of actual results. Unless otherwise indicated, the forward-looking statements in this release are made as of the date of this communication, and, except as required by law, Tenneco does not undertake any obligation, and disclaims any
obligation, to publicly disclose revisions or updates to any forward-looking statements.
###
-3-
Tenneco investor inquiries:
Linae Golla
847
482-5162
(office)
224
632-0986
(cell)
lgolla@tenneco.com
Victoria Sivrais
312
690-6004
(office)
773
428-4900
(cell)
vsivrais@clermontpartners.com
Tenneco media
inquiries:
Bill Dawson
847
482-5807
(office)
224
280-4308
(cell)
bdawson@tenneco.com
Margie Pazikas (Europe)
+32 (0) 2 706 9025 (office)
+32 (0) 477 22 6152 (cell)
mpazikas@tenneco.com

text: TENNECO

text: FEDERAL-MOGUL

text: Tenneco Inc.

text: Federal-Mogul LLC

text: Tenneco

text: Tenneco

text: Tenneco

text: Tenneco

text: Federal-Mogul LLC

text: Keith Cozza

text: Federal-Mogul

text: Tenneco

text: Tenneco

text: Tenneco

text: Federal-Mogul

text: Tenneco

text: Federal-Mogul

text: Tenneco

text: Tenneco

text: Tenneco

text: Tenneco

text: Tenneco

text: Tenneco

text: Tenneco


text:
EX-99.1
2
exhibit99-1.htm
PRESS RELEASE
exhibit99-1.htm
Exhibit 99.1
Tier Technologies, Inc.
11130 Sunrise Valley Drive, Suite 300
Reston, VA 20191
CONTACT:
Ronald Johnston, Chief Financial Officer
rjohnston@tier.com
(571) 382-1000
Tier Technologies Completes the Sale of All Auction Rate Securities
RESTON, Va., July 6, 2010
- Tier Technologies, Inc. (NASDAQ: TIER) announced today that it has completed the sale of $31.3 million of auction rate security investments. In November 2008, Tier entered into a rights agreement with its investment manager, UBS AG, which allowed Tier to sell its existing auction rate securities to UBS for a price equal to par value plus accrued but unpaid interest, at any time during the period from June 30, 2010 through July 2, 2012. This agreement also granted UBS the sole discretion and right to sell or otherwise dispose of Tier's eligible auction rate securities at any time, without prior notification, so long as Tier received a payment of par value. Tier began to sell its auction rate securities beginning in June 2009. On June 30, 2010, Tier formally exercised its rights under the rights agreement to sell the auction rate securities remaining in its portfolio to UBS. As of June 30, 2010, Tier has liquidated all of its auction rate securities and has invested the proceeds in liquid short term investments.
About Tier Technologies, Inc.
Tier Technologies, Inc. is a leading provider of electronic payment solutions in the biller direct market. Headquartered in Reston, Virginia, the company provides over 3,900 electronic payment clients in all 50 states and the District of Columbia with enhanced payment services that include multiple payment choices, payment channels, and bill payment products and services. Tier serves clients in multiple markets including federal, state, and local governments, educational institutions, utilities and commercial clients through its subsidiary, Official Payments Corporation. For more information, see
www.tier.com
and
www.officialpayments.com
.
Page 1 of 1

text: Tier Technologies, Inc.

text: Ronald Johnston

text: Tier Technologies

text: Tier Technologies, Inc.

text: TIER

text: Tier

text: UBS AG

text: Tier

text: UBS

text: UBS

text: Tier

text: Tier

text: Tier

text: Tier

text: UBS

text: Tier

text: Tier Technologies, Inc.

text: Tier Technologies, Inc.

text: Tier


text:
EX-99.1
12
b64803bhexv99w1.txt
EX-99.1 PRESS RELEASE, DATED APRIL 1, 2007
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Mary Ellen Kramer, President
(212) 430-6369
BBM HOLDINGS, INC. F/K/A PRIME RESOURCE, INC.
AND BROADBAND MARITIME INC. ANNOUNCE MERGER
New York, NY (April 1, 2007) BBM Holdings, Inc. f/k/a Prime Resource, Inc.
(OTCBB: PRRO) announced the closing of a merger of Prime Acquisition, Inc., a
wholly owned subsidiary of BBM Holdings, Inc., with and into Broadband Maritime,
Inc. pursuant to a merger agreement previously entered into by the companies on
January 15, 2007 and amended on February 13, 2007 and March 16, 2007 (the
"Merger Agreement").
The surviving corporation, Broadband Maritime Inc. ("Broadband Maritime"), is
wholly owned by and the sole subsidiary of BBM Holdings, Inc. ("BBM Holdings").
All of the outstanding capital stock of Broadband Maritime immediately prior to
the merger (other than shares as to which holders have perfected as assert
dissenter's rights) has been converted into the right to receive, in the case of
a Class A Preferred Share of Broadband Maritime, one share of common stock, no
par value, of BBM Holdings per 0.0595589330784 Class A Preferred Share and in
the case of a Common Share of Broadband Maritime, one share of common stock, no
par value, of BBM Holdings per 59.5589330784 Common Shares. As a result, control
of BBM Holdings has changed because former holders of Broadband Maritime capital
stock will own approximately 94.236% of the outstanding common stock of BBM
Holdings immediately after the closing (assuming no dissenting shareholders).
Immediately following the merger, the pre-merger Broadband Maritime management
team assumed the executive and other management positions of both BBM Holdings
and its wholly-owned operating subsidiary. Mary Ellen Kramer will serve as
president of both BBM Holdings and Broadband Maritime. The directors of
Broadband Maritime prior to the merger, with the addition of Andrew Limpert,
will serve as members of the Board of Directors of BBM Holdings.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT BBM HOLDINGS, INC.
Documents filed by BBM Holdings, Inc. f/k/a Prime Resource, Inc. with the
Securities and Exchange Commission, may be obtained free of charge at the
Commission's web site at www.sec.gov. In addition, investors and security
holders may obtain copies of the documents filed with the Commission by Prime by
contacting BBM Holdings, Inc.'s corporate secretary at (212) 430-6369.
ABOUT BBM HOLDINGS, INC. F/K/A PRIME RESOURCE, INC.
BBM Holdings, Inc. f/k/a Prime Resource, Inc. is a Utah corporation organized on
March 29, 2002, as a successor entity to Prime, LLC, a Utah limited liability
company. BBM Holdings had been engaged in group insurance brokerage and
investment and pension consulting through its wholly owned subsidiaries, Belsen
Getty, LLC and Fringe Benefit Analysts, LLC. As of April 30, 2006, substantially
all of the assets and liabilities of PRIME RESOURCE, INC. were sold.
ABOUT BROADBAND MARITIME INC.
Broadband Maritime Inc. is a telecommunications engineering and service company
offering turn key, always-on Internet access to commercial shipping fleets.
Broadband Maritime was founded to develop innovative, cost-effective voice and
data network solutions for use in niche markets. Its operations are managed from
its New York, NY office(s). Additional information about Broadband Maritime Inc.
can be found at www.broadbandmaritime.com.
This press release may include forward-looking statements. While BBM Holdings
believes that any forward looking expectations, assumptions, estimates and
projections are reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of which are beyond
our control. These risks include: the future financial condition of BBM
Holdings, the continued qualification of the common stock of BBM Holdings for
listing on the OTC Bulletin Board, risks associated with the discontinuance of
the former Prime Resource operations, risks associated with unsatisfactory
results from the deployment of acquired Broadband Maritime products, the
successful integration of BBM Holdings and Broadband Maritime, and industry-wide
changes. These and other factors, including those discussed in PRIME RESOURCE,
INC.'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006,
may cause the actual results, performance or achievements to differ materially
from any future results, performance or achievements expressed or implied by
these forward-looking statements.
###

text: Mary Ellen Kramer

text: BROADBAND MARITIME INC.

text: Prime Acquisition, Inc.

text:
Broadband Maritime,
Inc.

text: Broadband Maritime Inc.

text: Mary Ellen Kramer

text: BROADBAND MARITIME INC.

text: Broadband Maritime Inc.

text: Broadband Maritime Inc.


text:
EX-99.1
2
a5091823ex99_1.txt
EXHIBIT 99.1
Exhibit 99.1
PMC-Sierra Completes Acquisition of Storage Semiconductor Business
from Avago Technologies
SANTA CLARA, Calif.--(BUSINESS WIRE)--March 1, 2006--PMC-Sierra,
Inc. (Nasdaq:PMCS), a leading provider of broadband communications and
storage semiconductors, today announced the completion of the
acquisition of the storage semiconductor business from Avago
Technologies for $425 million in cash. The final purchase price is
subject to an inventory adjustment. PMC-Sierra will also incur
significant acquisition-related costs, including one-time charges and
ongoing amortization related to the acquired business.
The acquisition of the storage semiconductor business strengthens
PMC-Sierra's position in the storage market and allows the Company to
provide more complete end-to-end enterprise storage silicon solutions.
The acquired business is a technology leader in Fibre Channel protocol
controllers with its Tachyon product line and is developing
next-generation controllers supporting Fibre Channel and
SAS/SATA/iSCSI storage systems as well as other storage-related
products.
"With the closing of this acquisition, PMC-Sierra now has a broad
storage semiconductor product line with more integrated end-to-end
solutions for our enterprise storage customers", said Bob Bailey,
chairman and chief executive officer of PMC-Sierra. "We have acquired
a highly skilled team and are moving quickly to integrate our
operating and development efforts so that we can provide customers
with innovative storage solutions while at the same time improving the
overall profitability of the acquired business".
Safe Harbor Statement
PMC-Sierra's forward-looking statements concerning the
strengthening of PMC-Sierra's storage position in the storage market,
speed and success of integration efforts and improvements in
profitability of the acquired business involve risks and
uncertainties. Actual results may differ from projections for varied
reasons, including changes in semiconductor market conditions and
demand for storage semiconductor products; the impact of competitive
products and pricing; technological and product development risks and
other risk factors relating to PMC-Sierra's business detailed in the
Company's Securities and Exchange Commission filings, as well as
PMC-Sierra's ability to integrate personnel, product planning and
development, manufacturing and information systems of the business
acquired with PMC-Sierra's operations, and PMC-Sierra's ability to
identify and benefit from cost synergies in the combined business.
PMC-Sierra does not undertake any obligation to update the
forward-looking statements.
About PMC-Sierra
PMC-Sierra(TM) is a leading provider of broadband communications
and storage semiconductors for enterprise, access, metro, storage,
wireless infrastructure, laser printers and customer premises
equipment. The company offers worldwide technical and sales support,
including a network of offices throughout North America, Europe and
Asia. The company is publicly traded on the Nasdaq Stock Market under
the PMCS symbol and is included in the S&P 500 Index. For more
information, visit www.pmc-sierra.com.
(C) Copyright PMC-Sierra, Inc. 2006. All rights reserved. PMC,
PMCS, PMC-Sierra, and "Thinking You can Build On" are trademarks of
PMC-Sierra, Inc. All other trademarks are the property of the
respective owners.
CONTACT: PMC-Sierra, Inc.
Alan Krock, 408-988-1204
or
David Climie, 408-988-8276
or
Susan Shaw, 408-988-8515

text: PMC-Sierra

text: Avago Technologies

text:
PMC-Sierra,
Inc.

text:
Avago
Technologies

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: Bob Bailey

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra

text: PMC-Sierra, Inc.

text: PMC-Sierra

text: PMC-Sierra, Inc.

text: PMC-Sierra, Inc.


text:
EX-99.1
3
exhibit991igambitcyber_carea.htm
PRESS RELEASE
Converted by EDGARwiz
IGAMBIT Announces Acquisition of
CyberCare Health Network, Inc.
Press Release: iGambit Inc. - Thursday, April 6, 2017 2:30PM
EST
SMITHTOWN,
NY,
April
7,
2017
Marketwired
--
iGambit
Inc. (OTCQB: IGMB),
announced that on April 6, 2017 it
acquired the
CyberCare Health Network Division from
EncounterCare Solutions Inc. (ECSL
). Under the terms of the
agreement
iGambit,
bought
certain
assets
of
EncounterCare
.
Payment was made in the form of
IGMB
stock.
CyberCare
will
operate
as
a
division
of
the
recently
acquired
HubCentrix
Company, whose new name is
HealthDatix, Inc
.
A
copy
of
the
Form
8-K
report
may
be
accessed
at
www.sec.gov
.
The acquisition of HubCentrix and the CyberCare Health
Network
Chronic
Care
Management
System provides
a
new
and
unique opportunity for physicians to identify patients eligible for
both "Annual
Wellness Visits" as well as "Chronic Care
Management" both of which are reimbursed by Medicare.
The
goal
of
HealthDatix
will
be
to
identify
the
patient's
eligibility
for
Medicare
reimbursed
doctor
visits
to
access
and
assist in the well-being and cultivation of a healthy lifestyle.
Additionally
HealthDatix
is
able
to
provide
an
FDA
approved,
Medicare
covered
platform,
for
continuous
management
of
chronic
care
patients.
Our
continuous
care
platform
will
be
tailored
for
individual
care
and
health
management
of
patients
susceptible to chronic illness.
The HealthDatix platform is designed to accumulate
information from any TeleMedicine or wearable device.
This
includes
CyberCare's
own
wearable
medical
watch,
a
wearable
device
under
development,
that
will
continuously
collect and trend data.
Key Health Parameters:
. Heart Rate
. Blood Pressure
. Rest/Wake/Activity
. SPO2 (Oxygenation of blood)
. Key Cardiac Function ("Mini-ECG")
Different than other devices on the market:
. Patented Instrumentation
. Medically accurate
. Designed to provide data directly to a health care provider
through HealthDatix solution,
. Share real-time information with health care providers and
family
. Provides better, and earlier, identification of patient health
issues and treatment compliance
The completed wearable, when paired with the CyberCare
Health Network Chronic Care Management System, will
become part of the FDA approved chronic care management
system.
John
Salerno,
Chairman
of
iGambit,:
"As
I
previously
stated
we are very pleased to have this new business opportunity which
we believe will increase our stockholders value. Our
management team and advisors are very accomplished at
introducing and administering rapid growth technology services.
We
anticipate
that
our
exciting
newly
combined
entity
HealthDatix,
will
have
the
professionals
in
place
to
competently
deal
with
the
accelerated
growth
curve
necessary
to
meet
the
needs of physician community throughout the country.
Ronald
Mills
Sr.,
CEO
of
EncounterCare
stated;
I
am
very
pleased that we have been able to successfully complete this
deal with
HealthDatix
and
iGambit.
The
HealthDatix
management team led by Jerry Robinson, President, has put
together
a
very
exciting
program
that
I
believe
will
benefit
the
medical community and which, I also believe will bring
significant value to EncounterCare and our stockholders.
About iGambit
Inc:
iGambit (OTCBB:
IGMB)
is
a
fully
reporting publicly-held company. We are a company focused on
pursuing
specific
medical
strategies
and
objectives. These
objectives
have
included,
among
others,
the
acquisition
of
medical
technology
companies
with
strong
growth
potential
easily
recognized
in
the
public
arena.
We
believe
that
the
back-
ground
of
our
management
and
of
our
Board
of
Directors
in
the
technology
markets
is
a
valuable
resource
that
makes
us
a
desirable
business
partner.
We
expect
to
work
to
assume
an
active
role
in
the
development
and
growth
of
the
new
company,
providing
both
strategic
guidance
and
operational
support.
The
management of iGambit believes that it can leverage its
collective
expertise
to
help
position
the
combined
company
to
produce
high-margin,
recurring
and
predictable
earnings
and
generate long-term value for our stockholders. For more
information,
please
visit
www.igambit.com
.
Information
on
our
web-site does not comprise a part of this press release.
Cautionary Note Regarding Forward-Looking Statements
Certain
statements
in
this
document
and
elsewhere
by
iGambit
are
"forward-looking
statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
information
includes,
without
limitation,
the
business outlook,
assessment
of
market
conditions, anticipated
financial
and
operating
results,
strategies,
future
plans,
contingencies
and
contemplated transactions of the company. Such forward-
looking statements are not guarantees of future performance
and
are
subject
to
known
and
unknown
risks,
uncertainties
and
other
factors
which
may
cause
or
contribute
to
actual
results
of
company
operations,
or
the
performance
or
achievements
of
the
company
or
industry
results,
to
differ
materially
from those
expressed,
or
implied
by
the
forward-looking
statements.
In
addition
to
any
such
risks,
uncertainties
and
other
factors
discussed elsewhere herein, risks, uncertainties and other
factors
that
could
cause
or
contribute
to
actual
results
differing
materially from those expressed or implied for the forward-
looking
statements
include,
but
are
not
limited
to
fluctuations
in
demand;
changes
to
economic
growth
in
the
U.S.
and
U.S.
government
policies
and
regulations,
including,
but
not
limited
to
those
affecting
the
medical
fertility
clinic
industry.
iGambit
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise. Actual results, performance or achievements could
differ
materially
from
those
anticipated
in
such
forward-looking
statements as a result of certain factors, including those set forth
in
iGambit
Inc.'s
filings
with
the
Securities
and
Exchange
Commission.
Investor Relations Contacts:
Bill Robertson …Ph. No. 604 837 3835

text: IGAMBIT

text: CyberCare Health Network, Inc.

text: iGambit Inc.

text:
iGambit
Inc.

text: CyberCare Health Network Division

text: EncounterCare Solutions Inc.

text: iGambit

text: HubCentrix

text: HubCentrix

text:
CyberCare Health
Network

text:
CyberCare
Health Network

text:
John
Salerno

text: iGambit

text: iGambit

text: Jerry Robinson

text: iGambit

text: iGambit

text: iGambit

text: iGambit

text:
iGambit
Inc.


text:
EX-99.1
2
prdated062007.htm
RAI PR 062007 LEAF AND PACIFIC CAPITAL
prdated062007.htm
FOR
IMMEDIATE RELEASE
Contact: Pamela
Schreiber
Investor
Relations
Resource
America, Inc.
1845
Walnut Street, 10
th
Floor
Philadelphia,
PA 19103
(215)
546-5005
Resource
America's LEAF Financial Corporation
Acquires
the Leasing Division of Pacific Capital Bank, N.A.
·
Increases
LEAF's
commercial finance Assets Under
Management to over $1 billion
·
Adds
in excess of $100 million in annual lease and loan origination
capability
·
Assets
acquired on behalf of LEAF's investment
partnerships
Philadelphia,
PA- June 20, 2007, -Resource America, Inc. (NASDAQ:REXI)
announces
today that its commercial finance subsidiary, LEAF Financial Corporation
("LEAF"), has significantly expanded its third party lease origination
capability and assets under management by entering into a definitive agreement
to acquire the Leasing Division of Pacific Capital Bank, N.A. (fdba Santa
Barbara Bank & Trust). The total purchase price of approximately $280
million includes a portfolio of small ticket leases to be acquired by LEAF's
investment partnerships and by LEAF on behalf of those vehicles. In addition,
LEAF will retain the lease origination and management platform as well as
one of
the industry's most experienced small ticket leasing teams including senior
management, originations, and operations personnel and their relationships
with
a network of over 200 third party originators. After this acquisition,
LEAF will manage over $1 billion of commercial leases and finance assets
for its
own account, individual and institutional investors. The new LEAF Third Party
Funding Group will continue to operate from Santa Barbara, CA and is expected
to
originate in excess of $100 million of additional lease assets for LEAF
investment vehicles in fiscal 2008.
Pacific
Capital Bank's Leasing Division is one of the nation's largest and most
respected financial institutions dedicated to funding transactions from third
party originators and traces back to Puritan Leasing Company, which was founded
in Santa Barbara in 1962. It was recently recognized as a 40+ year member
of the
Equipment Leasing & Finance Association (ELFA).
"The
combined leasing operations of LEAF and PCB create an exciting funding resource
for the vibrant third party origination segment of the equipment leasing
and
finance industry" said Paul Menzel, who will be General Manager of the combined
LEAF Third Party Funding Group. "The rich heritage of each entity includes some
of the most experienced leasing professionals in our industry and virtually
identical credit and operating cultures. LEAF's expertise and technology
tools will immediately enhance the service capability and responsiveness
to our
third party originators and their customers. A powerful force has been
created."
Crit
DeMent, Chairman and CEO of LEAF, said "We are very excited to welcome Paul
Menzel and the PCB Leasing team members to the LEAF family. The experience,
reputation and extensive third party relationships of PCB's Leasing Division, we
believe, are unparalleled in our industry. I am confident that the combined
synergies of the companies will create a dominant business in the third party
funding segment. Not only does this enhance our origination capabilities
but our
investment partners will benefit from the quality of assets generated through
this acquisition".
LEAF
Financial Corporation is a commercial finance and asset management company
headquartered in Philadelphia, PA. LEAF's business model is to originate small
to middle ticket equipment leases and loans in a variety of asset classes
through five strategic business units. After origination, LEAF manages the
leases for its own account, institutions, and individual investors through
investment partnerships and other investment vehicles. LEAF Financial
Corporation is a subsidiary of Resource America, Inc. (NASDAQ:REXI). LEAF
was
advised on this acquisition by FairView Advisors, LLC.
FairView
Advisors specializes in Mergers and Acquisitions, and finding private equity
and
debt financing as well as strategic advisory work for companies in select
industries, including financial services, biomedical and healthcare,
manufacturing, information technology, telecom and wireless as well as sports
and media. The company is headquartered in Naples, Florida with offices in
New
Jersey, Pennsylvania and California. For more information visit the company's
website is
www.fairviewadvisors.com
or contact Don Jay Smith at
908-832-1020.
Resource
America is a specialized asset management company that uses industry specific
expertise to generate and administer investment opportunities for its own
account and for outside investors in the financial fund management, real
estate
and commercial finance sectors. For more information please visit our website
at
www.resourceamerica.com or contact Investor Relations at
pschreiber@resourceamerica.com
.
Certain
matters discussed within this press release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although Resource America, Inc. believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give
no
assurance that its expectations will be attained. Factors that could cause
actual results to differ materially from expectations include financial
performance, regulatory changes, changes in local or national economic
conditions and other risks detailed from time to time in the Company's reports
filed with the SEC, including quarterly reports on Form 10Q, reports on Form
8-K
and annual reports on Form 10-K.

text:
Resource
America, Inc.

text: Resource America, Inc.

text: Resource America, Inc.

text: FairView Advisors, LLC

text: Resource America, Inc.


text:
EX-99.1
12
v032623_ex99-1.htm
Exhibit
99.1
Press
Release
Source:
Omni U.S.A., Inc.
For
Immediate Release
Omni
U.S.A. Acquires Brendan Technologies and Disposes of OmniGear and
Butler
Wednesday
January 4, 2006
Company
to Focus Efforts on Pharmaceutical Software Technology
CARLSBAD,
CA, Jan. 4 Omni U.S.A., Inc. (OTCBB: OUSA.OB- News), a provider of power
transmission and trailer and implement components, announced today that its
wholly-owned subsidiary, Omni Merger Sub, Inc. (OMS) has completed the
acquisition of substantially all of the assets of privately-owned Brendan
Technologies, Inc. (BTI), a Carlsbad, CA-based pharmaceutical software company.
Founded in 1997, BTI has been actively involved in providing software solutions
to improve the accuracy, quality control, and workflow of immunoassay testing
in
laboratories in the biopharmaceutical, clinical, research, veterinarian and
agricultural industries.
In
connection with the acquisition, Omni issued 24,847,889 shares of its common
stock to the existing shareholders, note-holders and individuals involved
in
putting the transaction together.
Also,
Omni
announced it has disposed of its OmniGear and Butler subsidiaries to Jeffrey,
Craig and Ed Daniel in exchange for a $672,000 note. This disposition will
mean
that BTI is the only wholly-owned subsidiary of Omni which will now focus
primarily on the life sciences software industry.
John
Dunn,
who will now replace Jeffrey Daniel as the Chairman and CEO of Omni stated,
"BTI
has been looking forward to the opportunity to enter the public market place
with our innovative software that addresses the data analysis, workflow and
regulatory needs of our customers. The company is redesigning and expanding
its
current product lineup to better capitalize on the growing demand of our
target
markets for more advanced software. We fully anticipate the value to both
the
previous and the newly created Omni shareholders to benefit".
As
part of
the acquisition and disposition of the subsidiaries, the previous officers
and
directors of Omni were replaced with, in addition to Dr. Dunn, Lowell Giffhorn,
Theo Vermelen, and Stephen Eisold as directors and Dr. Dunn, Lowell Giffhorn
and
George Dunn as officers. The previous accounting firm of Harper & Pearson
Company was replaced by Farber & Hass LLP.
Omni's
wholly-owned subsidiary BTI is a scientific software company that designs,
develops and markets computational analytical software products for the
laboratory testing industry.
Statements
included in this update that are not historical in nature are intended to
be,
and are hereby identified as, "forward-looking statements" for purposes of
the
safe harbor provided by Section 21E of the Securities Exchange Act of 1934,
as
amended by Public Law 104-67. Forward-looking statements may be identified
by
words including "anticipate", "believe", "intends", "estimates", "expect,"
and
similar expressions. The Company cautions readers that forward-looking
statements including, without limitation, those relating to the Company's
future
business prospects are subject to certain risks and uncertainties that could
cause actual results to differ materially from those indicated in the
forward-looking statements, due to factors such as those relating to economic,
governmental, technological, and other risks and factors identified from
time to
time in the Company's reports filed with the SEC.
Omni
U.S.A, Inc.
CONTACT:
Lowell Giffhorn, CFO
PHONE:
760-929-7500 Ext. 210

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Technologies, Inc.

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text: Lowell Giffhorn


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EX-99.1
2
ex99106-09x2020.htm
EX-99.1
Document
Exhibit 99.1
Supernus Completes Acquisition of CNS Portfolio from US WorldMeds
Creates leading CNS portfolio with five marketed products, two product candidates in late-stage development, and robust pipeline
ROCKVILLE, Md., June 9, 2020 - Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN), a pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases, today announced the closing of the acquisition of the CNS portfolio of US WorldMeds, a privately-held biopharmaceutical company. This transaction builds on Supernus' experience in CNS diseases and expands its marketing and development efforts into Parkinson's disease.
"This acquisition significantly expands our business in CNS and increases and diversifies our revenue and earnings streams, while continuing to maintain a strong balance sheet", said Jack Khattar, President and CEO of Supernus. "We welcome our US WorldMeds' colleagues who are joining Supernus and look forward to working with them on building our leadership position in CNS across numerous diseases".
For additional details relating to the acquisition, please see the press release issued by Supernus on April 28, 2020 announcing the acquisition.
About Supernus Pharmaceuticals, Inc.
Supernus Pharmaceuticals, Inc. is a pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. The Company markets Trokendi XR® (extended-release topiramate) for the prophylaxis of migraine and the treatment of epilepsy, Oxtellar XR® (extended-release oxcarbazepine) for the treatment of epilepsy, Apokyn® (apomorphine hydrochloride injection) for the acute treatment of hypomobility in advanced Parkinson's disease (PD), Myobloc® (rimabotulinumtoxinB) for the treatment of cervical dystonia and treatment of chronic sialorrhea in adults, and Xadago® (safinamide) as an adjunctive treatment to levodopa/carbidopa in PD patients with hypomobility. The Company is also developing several product candidates to address large market opportunities in the CNS market, including SPN-812 for the treatment of ADHD, apomorphine infusion pump for hypomobility in PD, SPN-820 (NV-5138) for treatment-resistant depression, and SPN-817 for the treatment of epilepsy.
APOKYN Pen and apomorphine infusion pump product candidate are under a license from Britannia Pharmaceuticals Limited
XADAGO is under a license from Zambon S.p.A
All trademarks are the property of their respective owners
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not convey historical information, but relate to predicted or potential future events that are based upon management's current expectations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In addition to the factors mentioned in this press release, such risks and uncertainties include, but are not limited to, the Company's ability to successfully incorporate and integrate the acquired products and product candidate, technologies, sales force and organization into its current infrastructure, the Company's ability to achieve the anticipated revenues and benefits from the acquired products; the Company's ability to sustain and increase its profitability; the Company's ability to raise sufficient capital to fully implement its corporate strategy; the implementation of the Company's corporate strategy; the Company's future financial performance and projected expenditures; the Company's ability to increase the number of prescriptions written for each of its products; the Company's ability to increase its net revenue; the Company's ability to enter into future collaborations with pharmaceutical companies and academic institutions or to obtain funding from government agencies; the Company's product research and development activities, including the timing and progress of the Company's clinical trials, and projected expenditures; the Company's ability to receive, and the timing of any receipt of, regulatory approvals to develop and commercialize the Company's product candidates; the Company's ability to protect its intellectual property and operate its business without infringing upon the intellectual property rights of others; the Company's expectations regarding federal, state and foreign regulatory requirements;
the therapeutic benefits, effectiveness and safety of the Company's product candidates; the accuracy of the Company's estimates of the size and characteristics of the markets that may be addressed by its product candidates; the Company's ability to increase its manufacturing capabilities for its products and product candidates; the Company's projected markets and growth in markets; the Company's product formulations and patient needs and potential funding sources; the Company's staffing needs; and other risk factors set forth from time to time in the Company's filings with the Securities and Exchange Commission made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.
CONTACTS:
Jack A. Khattar, President and CEO
Gregory S. Patrick, Senior Vice President and CFO
Supernus Pharmaceuticals, Inc.
Tel: (301) 838-2591
or
INVESTOR CONTACT:
Peter Vozzo
Westwicke, an ICR Company
Office: (443) 213-0505
Mobile: (443) 377-4767
Email: peter.vozzo@westwicke.com

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