text:
EX-99.1
3
a11-16996_1ex99d1.htm
EX-99.1
Exhibit 99.1
DECKERS OUTDOOR CORPORATION COMPLETES SANUK ACQUISITION
GOLETA, California (July 5, 2011) - Deckers Outdoor Corporation (NASDAQGS: DECK) today announced that on July 1, 2011 it completed its previously announced acquisition of the Sanuk® brand which includes certain assets and liabilities of Sanuk U.S.A. LLC and of C. & C. Partners, LTD., the exclusive licensee for the Sanuk brand in the United States, Europe and Canada.
Deckers President, Chief Executive Officer and Chairman of the Board of Directors Angel Martinez, said: "We are very excited to have completed this compelling acquisition and add Sanuk to our portfolio of brands. It is a young and innovative company that we believe has great growth potential both here in the United States and overseas. We look forward to working closely with the Sanuk team and utilizing Deckers' global resources to build on the momentum they have created in the marketplace".
####
Deckers Outdoor Corporation strives to be a premier lifestyle marketer that builds niche brands into global market leaders by designing and marketing innovative, functional and fashion-oriented footwear developed for both high performance outdoor activities and everyday casual lifestyle use. Teva®, UGG® Australia, TSUBO®, and Ahnu® are registered trademarks of Deckers Outdoor Corporation. For more information, please visit www.Deckers.com.
This news release contains statements regarding our expectations, beliefs and views about our future performance which are "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. Forward-looking statements can be identified by the use of words such as "believe", "expect", "anticipate", "intend", "plan,"
"estimate", "project", or future or conditional verbs such as "will", "would", "should", "could", or "may" or by the fact that such statements relate to future, and not just historical, events or circumstances, including statements related to anticipated revenues, expenses, earnings, operating cash flows, the outlook for the Company's markets and the demand for its products. The forward-looking statements in this news release regarding our future performance are based on currently available information as of the date of this release, and because our business is subject to a number of risks and uncertainties, some of which may be beyond our control, actual operating results in the future may differ materially from the future financial performance expected at the
1
current time. Those risks and uncertainties include, among others: the recent financial crisis and current global economic uncertainty; the ability to realize returns on our new and existing retail stores; our ability to accurately forecast consumer demand; our ability to anticipate fashion trends; impairment losses on our intangible or tangible assets; flaws, shortages, or price fluctuations of raw materials that could interrupt product manufacturing and increase product costs; the risks of international commerce of manufacturing in China and Vietnam; the risks of conducting business outside the US, including foreign currency and global liquidity risks; the international markets we sell to are subject to compliance with a variety of laws and political and economic risks; risks related to international trade and import regulations and security procedures; our ability to implement our growth strategies; the success of our customers and the risk of losing one or more of our key customers; our ability to protect our intellectual property rights or deter counterfeiting; our dependence on independent manufacturers to maintain a continuous supply of finished goods that meet our quality standards; liquidity and market risks for our cash equivalents and short-term investments; the risk of losing key personnel; the interruption of key business processes and supporting information systems; loss of our warehouses; the impact of increases in petroleum and other energy prices, or demand for ocean containers or other means of transportation; the sensitivity of our sales to seasonal and weather conditions; we could be subject to additional income tax liabilities; our ability to compete effectively with our competition; and the volatility of our common stock. Certain of these risks and uncertainties, as well as others, are more fully described under the heading "Risk Factors" and in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which the Company filed with the Securities and Exchange Commission on March 1, 2011, and under "Risk Factors" in any subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements contained in this news release, which speak only as of the date of this release. The Company undertakes no obligation to publicly release or update the results of any revisions to forward-looking statements, which may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The risks and uncertainties highlighted herein should not be assumed to be the only items that could affect the future performance or valuation of the Company.
Investor Contacts:
Tom George
Chief Financial Officer
(805) 967-7611
Brendon Frey
ICR
(203) 682-8200
Media Contact:
Errin Cecil-Smith
Director, Public Relations & Corporate Communications
errin.cecil-smith@deckers.com
(805) 967-7611
2

text: DECKERS OUTDOOR CORPORATION

text: SANUK

text: Deckers Outdoor Corporation

text: Sanuk

text: Sanuk U.S.A. LLC

text: C. & C. Partners, LTD.

text: Sanuk

text: Sanuk

text: Sanuk

text: Deckers Outdoor Corporation

text: Deckers Outdoor Corporation

text: Tom George

text: Errin Cecil-Smith


dataset: buster

text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
December 20, 2019
Better Choice Company Announces Closing of $28 Million Financing and Acquisition of Halo, Purely for Pets®
NEW YORK, Dec. 20, 2019 (GLOBE NEWSWIRE) -- Better Choice Company, Inc. (OTCQB: BTTR) (the "Company" or "Better Choice"), an animal health and wellness CBD
company, today announced the closing of its previously announced acquisition of holistic pet foods leader
Halo, Purely for Pets® ("Halo®")
and
$28 million financing.
Halo is a premium, natural pet food brand with a rich 30-year operating history. Halo's products consist of a diversified dog and cat portfolio, derived from
real whole meat and no rendered meat meal, which is highly digestible due to use of real whole protein. E-commerce is Halo's largest and fastest growing distribution channel complimenting its brick and mortar presence in leading U.S. retail
outlets, including PetSmart and Petco®.
The Halo acquisition is complimentary to the animal health and wellness strategy of Better Choice with its existing brands that include direct-to-consumer
premium dehydrated raw pet food through TruDog, Orapup, TruCat and Rawgo as well as hemp-derived CBD pet products.
As part of the transaction Halo Chief Executive Officer, Werner Von Pein, and Chief Strategy Officer, Rob Sauermann, will remain part of the team to lead the
operations of this subsidiary, continue to grow distribution via e- commerce, explore Food/Drug/Mass channel expansion opportunities and maintain revenue internationally.
Total consideration for the Halo acquisition is approximately $46.9 million comprised of $23.5 million in cash, $15.0 million in junior subordinated purchaser
notes and $8.5 million of common equity.
"We are pleased to close on our financing and welcome Halo to the Better Choice portfolio of premium animal health and wellness brands", said Damian
Dalla-Longa, CEO of Better Choice. "Halo will add to our existing consumer product goods portfolio a global, e-commerce presence as well as operational, financial and commercial synergies. The addition of Werner and Rob will add depth to our team
and provide us invaluable strategy and insight going forward".
"Rob, myself and the rest of the Halo team are eager to join Better Choice in our shared mission to provide better health options for animals", said Werner von
Pein, CEO of Halo. "As part of Better Choice, we will focus on expanding our company's footprint providing a greater reach of our quality holistic pet foods".
Under the terms of the offering, Better Choice Company has closed on $28 million in aggregate principal amount of Senior Secured Credit Facilities. Interest on
the Notes will have a 12% annualized cash interest payable monthly, maturing 12 months from the date of issuance with no prepayment penalty. The financing is also accompanied with $20.0 million of personal guarantees from Insiders and key
Stakeholders.
Jefferies LLC served as exclusive financial advisor to Halo. Greenberg Traurig represented Halo as counsel. Latham & Watkins served as corporate counsel for
Better Choice.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, the Warrants or the common stock issuable upon
exercise or conversion of the Notes or the Warrants (collectively, the "Securities") nor shall there be any sale of the Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state or other jurisdiction. The Securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.
About Halo, Purely for Pets®
For over 30 years, Halo® has been dedicated to creating exceptional food that pets love and pet parents trust. Halo® prides itself on the quality of its pet
nutrition products using Origi
Native
™ GAP and MSC-certified proteins that say no to factory farming and offer Superior Digestibility. Halo also uses
Non-GMO Vegetables in its pet food designed and formulated by an experienced and respected animal nutritionist, and consulted with veterinarians to ensure Halo® continues to offer the best pet food. With more than 1 million votes cast by readers
in the largest survey of vegan products in the world,
Garden of Vegan®
won the
prestigious
2018
VegNews
Veggie Award for "Best Dog Food", leaping ahead
of the competition.
About Better Choice Company, Inc.
Better Choice Company, Inc ("BTTR") is a publicly traded CBD animal health and wellness company founded on the belief that good health practices and nutrition
contribute to, and promote, a higher quality of life. The Company has built a portfolio of global animal wellness brands, including TruPet, TruGold and Elvis Presley's Hound Dog. BTTR's core product lines comprise ultra-premium, all-natural pet
food, treats and supplements, with a special focus on freeze dried and dehydrated raw products. For more information, please visit
https://www.betterchoicecompany.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe", "may,"
"estimate", "continue", "anticipate", "intend", "should", "plan", "could", "target", "potential", "is likely", "will", "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Better Choice has
based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on Better Choice's risk factors is contained in its filings with the Securities and Exchange Commission. Any forward-looking
statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Company Contacts:
Better Choice Company, Inc.
Damian Dalla-Longa, CEO
Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
212-896-1254
BTTR@KCSA.com
Media Contact:
KCSA Strategic Communications
Caitlin Kasunich, Senior Vice President
212-896-1241
BTTR@KCSA.com

label: organization

text: Better Choice Company

text: Halo, Purely for Pets

text: Better Choice Company

text: Halo, Purely for Pets

label: person

text:
Damian
Dalla-Longa

text: Better Choice Company

text: Jefferies LLC

text: Greenberg Traurig

text: Latham & Watkins

override: organization

text: Halo, Purely for Pets

text: Better Choice Company

text: Better Choice Company

text: Better Choice Company

text: Damian Dalla-Longa

text: Valter Pinto

source_dataset: expertai/BUSTER

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


text:
EX-99.1
13
ea149507ex99-1_nextnav.htm
PRESS RELEASE, DATED OCTOBER 28, 2021
Exhibit 99.1
NextNav and Spartacus Acquisition Corporation Announce
Closing of Business Combination
Combined company renamed NextNav Inc.; Common stock
expected to begin trading on Nasdaq under the ticker symbol "NN" on October 29, 2021
Transaction proceeds will accelerate NextNav's
growth strategy to enhance, extend and expand its next generation 3D geolocation technology
DULUTH, GA and MCLEAN, VA -October 28, 2021 - NextNav, a leader
in next generation GPS and 3D geolocation, and Spartacus Acquisition Corporation (NASDAQ: TMTS, TMTSW, and TMTSU) ("Spartacus"),
a special purpose acquisition company, today announced that they have completed their previously announced Business Combination (the "Business
Combination"), which was approved by Spartacus' stockholders at its Special Meeting held on October 27, 2021, and closed on
October 28, 2021.
The combined company will operate as NextNav Inc. ("NextNav"),
and its common stock and warrants are expected to commence trading on Nasdaq under the ticker symbols, "NN" and "NNAVW",
respectively, on Friday, October 29, 2021.
With the completion of this Business Combination, NextNav is well positioned
to drive growth in its 3D geolocation businesses and prepare for expansion of its next generation GPS platform. NextNav's Pinnacle
3D geolocation service is commercially available in over 4,400 cities and towns in the United States and its TerraPoiNT land-based radio
positioning and timing network has initial deployments in 47 urban centers. Beyond its technology, NextNav also owns a global intellectual
property portfolio of over 100 patents, and a one-of-a-kind portfolio of nationwide 900 MHz spectrum licenses covering 2.4 billion MHz-PoPs
- a significant competitive advantage.
Ganesh Pattabiraman, Co-Founder, CEO and President of NextNav said, "Reaching
this milestone represents a culmination of a decade plus of innovation and a focus on creating industry leading 3D geolocation technologies
that are more accurate, resilient and available. I am extremely proud of the hard work and dedication of our entire team, along with our
customers, partners and investors in helping us get to this point. We are excited by the future and look forward to unlocking the potential
of next generation GPS and 3D geolocation across a broad spectrum of applications and services - including public safety, Emergency
911, gaming, app and data analytics market segments not only in the US but globally".
"Today is an exciting moment and a major achievement for NextNav,"
said NextNav Chairman of the Board, Gary Parsons. We are grateful to our new investors, as well as the entire Spartacus team for their
partnership and support over the last few months. We are also pleased that Peter Aquino, the CEO and Chairman of the Board
of Spartacus and Alan Howe, a Spartacus Director with a deep background in telecommunications, have joined the NextNav Board of Directors".
Peter Aquino said, "We appreciate the support received from Spartacus
stockholders in favor of the Business Combination. The opportunity for NextNav is extremely promising due to its significant spectrum
asset, intellectual property and broad market need for accurate 3D geolocation in urban markets. I look forward to participating in NextNav's
future success along with the management team and Board of Directors".
In addition to Messrs. Parsons, and Pattabiraman, NextNav will continue
to be led by its world-class management team of Dr. Arun Raghupathy, Co-Founder and SVP of Engineering, Chris Gates, CFO, and David Knutson,
SVP of Network Operations and Deployment.
Advisors
PJT Partners served as sole financial advisor, and Hogan Lovells US LLP
acted as legal counsel to NextNav. B. Riley Securities served as sole financial and capital markets advisor, and K&L Gates LLP acted
as legal counsel to Spartacus. B. Riley Securities, and PJT Partners acted as co-placement agents with respect to the private placement.
Kirkland & Ellis LLP acted as placement agent counsel.
About NextNav Inc.
NextNav provides next generation GPS. NextNav Pinnacle uses highly accurate
vertical positioning to transform location services so they reflect the 3D world around us. NextNav TerraPoiNT system keeps critical infrastructure
resilient with reliable Position, Navigation and Timing services in the absence of GPS. With carrier-grade dependability and a rapidly
expanding nationwide service footprint, NextNav is driving a whole new ecosystem for geolocation applications and services.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as "forecast", "intend", "seek", "target,"
"anticipate", "believe", "expect", "estimate", "plan", "outlook,"
and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on
forecasts of future results and estimates of amounts not yet determinable and may also relate to NextNav's future prospects, developments
and business strategies. In particular, such forward-looking statements include the date on which the NextNav common stock and warrants
expected to commence trading on Nasdaq and their ticker symbols on Nasdaq; NextNav's position to drive growth in its 3D geolocation
business and expansion of its next generation GPS platform, the business plans, objectives, expectations and intentions of NextNav, and
NextNav's estimated and future business strategies, competitive position, industry environment and potential growth opportunities.
These statements are based on NextNav's management's current expectations and beliefs, as well as a number of assumptions
concerning future events.
Such forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which are outside NextNav's control that could cause actual results
to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important
factors include, but are not limited to, (1) the ability of NextNav to continue to meet Nasdaq's listing standards following the
consummation of the Business Combination; (2) the risk that the consummation of the Business Combination disrupts current plans and operations
of NextNav; (3) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, the ability of NextNav to grow and manage growth profitably, maintain relationships with customers and suppliers retain its
management and key employees; (4) costs related to the Business Combination; (5) the possibility that NextNav may be adversely affected
by other economic, business and/or competitive factors; (6) the outcome of any legal proceedings that may be instituted against NextNav
following the Business Combination; and (7) other risk and uncertainties indicated from time to time in other documents filed with the
SEC by NextNav. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may
affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and
NextNav undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events
or otherwise.
Source: NN-FIN
Contacts
For Spartacus Acquisition Corp.:
Whit Clay
Sloane & Company
wclay@sloanepr.com
917-601-6012
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com
917-232-2718
For NextNav:
Chelsea Hoedl
LaunchSquad PR
NextNav@launchsquad.com
248-425-1465
###

text: NextNav

text: Spartacus Acquisition Corporation

text: NextNav

text: NextNav

text: NextNav

text: Spartacus Acquisition Corporation

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: Arun Raghupathy

text: Chris Gates

text: PJT Partners

text: Hogan Lovells US LLP

text: NextNav

text: B. Riley Securities

text: K&L Gates LLP

text: B. Riley Securities

text: PJT Partners

text: Kirkland & Ellis LLP

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav

text: NextNav


text:
EX-99.3
4
a5086684ex99_3.txt
EXHIBIT 99.3
Exhibit 99.3
Edgewater Acquires National Decision Systems;
Acquisition Expands Premium Services Portfolio
WAKEFIELD, Mass.--(BUSINESS WIRE)--Feb. 15, 2006--A technology management
consulting firm specializing in providing premium IT services, Edgewater
Technology, Inc. (NASDAQ: EDGW, www.edgewater.com, "Edgewater" or the
"Company"), today announced it has acquired National Decision Systems, Inc.
("NDS"), a Stamford, CT-based firm specializing in strategic business process
consulting. The acquisition is expected to:
-- Add approximately $12 million in annualized service revenue;
-- Be immediately accretive;
-- Add 41 in billable headcount;
-- Expand Edgewater's Program Management Office ("PMO"), Business Process
Improvement, and Project Management offerings;
-- Bring new offerings such as Merger and Acquisition Consulting and
Research Advisory Services enabling organizations to optimize assets
for additional revenue opportunities;
-- Strengthen Edgewater's vertical expertise in areas such as
Hospitality, Consumer Packaged Goods and Financial Services; and
-- Provide a strong gateway into the New York/New Jersey market.
"We are delighted to welcome NDS to the Edgewater organization", stated
Shirley Singleton, President and Chief Executive Officer of Edgewater
Technology, Inc. "We believe that this is a great cultural fit and will
strengthen our premium services portfolio".
Headquartered in Stamford, CT, NDS is a strategic business process
consulting firm that has delivered its services to such organizations as AARP,
The J.M. Smucker Company, Sotheby's, Oppenheimer, The Blackstone Group, and News
America Marketing, a division of News Corp.
"We're excited to become part of the Edgewater organization. We are
impressed with management's strategic vision of premium IT services and we look
forward to contributing to the growth of the Company", stated Rich Foudy,
President of NDS.
The acquisition will be accounted for as a stock purchase, with NDS
shareholders receiving consideration of $8.5 million in upfront cash and assumed
liabilities, along with 264,610 shares of Edgewater common stock, which are
subject to a three-year lockup agreement. Former NDS shareholders will have the
potential to earn additional cash and stock based on achieving performance
objectives over a 24 month period.
DecisionPoint International, a boutique technology investment bank, served
as an advisor to Edgewater Technology on this transaction.
About Edgewater Technology, Inc.
Edgewater Technology, Inc. is an innovative technology management
consulting firm. We provide a unique blend of premium IT services by leveraging
our proven industry expertise in strategy, technology and corporate performance
management. Headquartered in Wakefield, MA, we go to market by vertical industry
and provide our clients with a wide range of business and technology offerings.
To learn more, visit www.edgewater.com or call 800-410-4014.
This Press Release contains certain 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, including statements
made with respect to the expected annualized 2006 revenue from the NDS
acquisition. The forward looking statements included in the Press Release relate
to future events or our future financial conditions or performance, Words such
as "targeting", "expected", "will", "are", "provide", "continue", "remain,"
"optimistic" or the negative thereof or variations thereon and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements inherently involve certain risks and uncertainties,
although they are based on our current plans or assessments that are believed to
be reasonable as of the date of this Press Release. Factors that may cause
actual results, goals, targets or objectives to differ materially from those
contemplated, projected, forecast, estimated, anticipated, planned or budgeted
in such forward-looking statements include, among others, the following
possibilities: (1) the inability to promptly and effectively integrate NDS into
the Company's operations, culture and back office administrative support areas;
(2) loss of one or more key customers or key employees (3) changes in industry
trends, such as decline in the demand for business intelligence and performance
management solutions, custom development and system integration services and/or
spending delays with existing information technology services projects; (4)
failure to obtain new customers or retain significant existing customers; (5)
loss of key executives; (6) general economic and business conditions (whether
foreign, national, state or local) which include but are not limited to changes
in interest or currently exchange rates and the overall demand for information
technology services and/or spending delays for existing information technology
services; (7) failure of the general economy or IT services spending to rebound
or otherwise improve; (8) lack of available growth opportunities; (9) the
inability to maintain, sustain or grow revenues; (10) failure of middle-market
companies to spend amounts on IT projects, whether short-term or long-term; and
(11) any changes in ownership of the Company or otherwise that would result in a
limitation on the use of the net operating loss carry forward under applicable
tax laws. Actual events or results may differ materially from those discussed,
contemplated, forecasted, estimated, anticipated, planned or implied in the
forward-looking statements as a result of the various factors described above
and those further set forth under the heading "Business- Factors Affecting
Finances, Business Prospects and Stock Volatility" in the Company's Form 10-K
filed with the Securities and Exchange Commission on March 30, 2004.
CONTACT: Edgewater Technology, Inc.
Kevin R. Rhodes, 781-246-3343
Chief Financial Officer
or
Barbara Warren-Sica, 781-246-3343
Investor Relations

text: Edgewater

text: National Decision Systems

text:
Edgewater
Technology, Inc.

text: Edgewater

text: National Decision Systems, Inc.

text: NDS

text: Edgewater

text: Edgewater

text: NDS

text: Edgewater

text: Shirley Singleton

text:
Edgewater
Technology, Inc.

text: NDS

text: Edgewater

text: Rich Foudy

text: NDS

text: NDS

text: Edgewater

text: NDS

text: DecisionPoint International

text: Edgewater Technology, Inc.

text: Edgewater Technology, Inc.

text: NDS

text: NDS

text: Edgewater Technology, Inc.


text:
EX-99.1
3
tm1921845d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
RF Industries
Mark Turfler
SVP/CFO
(858) 549-6340
rfi@rfindustries.com
MKR Investor Relations Inc.
Todd Kehrli
Analyst/Investor Contact
(323) 468-2300
rfil@mkr-group.com
RF Industries Acquires Leading Telecom
Supplier Schroff Technologies International
SAN DIEGO, CA, November 4, 2019
-
RF Industries,
Ltd, (NASDAQ: RFIL)
, a national manufacturer and marketer of interconnect products and systems, today announced it has acquired
Schroff Technologies International, Inc., a privately owned Rhode Island-based manufacturer of products serving the high growth
wireless, telecom, and cable markets.
Schrofftech has two primary product offerings. The first is
an energy-efficient cooling system for wireless base stations and remote equipment shelters that can decrease a telecom carrier's
air conditioning costs up to 75 percent. Schrofftech's second product offering is a family of custom designed, pole-ready
5G small cell integrated enclosures. These enclosures provide improved aesthetics and reduce small cell installation time from
days to hours.
Robert Dawson, President and CEO of RF Industries, commented
"Schrofftech has a great reputation in the market for providing quality solutions to their customers. Their offerings of
passive and integrated solutions for the communications marketplace are a great fit with RF Industries. We are excited to welcome
the talented employees from Schrofftech to the RF Industries team and believe that their product offerings fit perfectly with our
focus on the 5G small cell market and the significant growth opportunities we see in servicing that market over the next several
years."
David Therrien, President of Schroff Technologies, observed,
"We are very eager and excited to join RF Industries. From day one we can take advantage of a vertical supply chain architecture
to bring benefit to our shared customers. Having access to top quality RF and fiber cable assemblies is a strong complement to
our integrated 5G enclosure product offering. This natural synergy, combined with exposure to a broader customer base, provides
us a significant growth opportunity in the coming years".
About Schrofftech
Schroff Technologies International,
Inc. serves the high growth wireless, telecom and cable markets. They offer energy efficient cooling / temperature control and
filtration systems for telecom shelters, outdoor enclosures and battery /power rooms for the telecom and cable industries. The
company also retrofits existing communications equipment infrastructure for capacity upgrades and thermal efficiencies resulting
in compelling capital and energy cost savings. Based in Rhode Island,
Schroff Technologies International, Inc. was founded
in 2005 and is ISO 9001:2015 certified.
About RF Industries
RF Industries
designs and manufactures a broad range of interconnect products across diversified, growing markets including wireless/wireline
telecom, data communications and industrial. The Company's products include RF connectors, coaxial
cables, data cables, wire
harnesses, fiber optic cables and custom
cabling. The Company is headquartered in San Diego, California with additional operations
in Long Island, New York, Vista, California and Milford, Connecticut. Please visit the RF Industries website at www.rfindustries.com.
# # #

text: RF Industries

text: Todd Kehrli

text: RF Industries

text: Schroff Technologies International

text:
RF Industries,
Ltd

text: Robert Dawson

text: RF Industries

text: RF Industries

text: RF Industries

text: David Therrien

text: RF Industries

text: RF Industries

text: RF Industries

text: RF Industries


text:
EX-99
2
ex99_cfapressrelease.htm
EXHIBIT 99: PRESS RELEASE ISSUED FEBRUARY 1, 2010
Exhibit 99: PR dated February 1, 2010
Exhibit 99
Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100
NHI completes $67 million purchase of six skilled nursing facilities
MURFREESBORO, Tenn. - (February 1, 2010) National Health Investors, Inc. (NYSE:NHI) has completed the previously announced purchase of six Florida skilled nursing facilities from Care Foundation of America, Inc. (CFA)
for a total of $67 million
. The facilities are leased to affiliates of Health Services Management, Inc. for $6.2 million annually, plus a 3% escalator starting at the beginning of the third lease year. The lease expires in 2014 and the tenant has a 3 year optional renewal term. The facilities total 780 beds and have been part of NHI's mortgage loan portfolio for 16 years. The purchase resulted in the dismissal of pending litigation between NHI and CFA. The earnings before interest, taxes, depreciation, amortization and rents (EBITDAR) for these facilities for the trailing twelve months ended November 30, 2009 totaled $10.6 million and provides a lease coverage ratio of 1.71. NHI will fund the purchase with the full satisfaction of the $23.3 million in principal and interest on a mortgage note due to NHI from CFA, $29.7 million in cash deposits and $14 million in advances from NHI's revolving credit facility.
National Health Investors, Inc. is a healthcare real estate investment trust that specializes in the financing of healthcare real estate by purchase and leaseback transactions and by mortgage loans. NHI's investments involve skilled nursing facilities, assisted living facilities, independent living facilities, medical office buildings, and an acute care hospital. The common stock of the company trades on the New York Stock Exchange with the symbol NHI. Additional information about NHI, including its most recent press releases, may be obtained on NHI's web site at
www.nhinvestors.com
.
Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release.
Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's web site at http://www.sec.gov or on NHI's web site at
http://www.nhinvestors.com
.

text: NHI

text: National Health Investors, Inc.

text: NHI

text: Care Foundation of America, Inc.

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: National Health Investors, Inc.

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI


text:
EX-99.3
4
turv20121102exh993.htm
DIONISIO FIRST AMENDMENT
turv20121102exh993.htm
Exhibit 99.3
First Amendment to the Master Agreement
This is a First Amendment (the "First Amendment") to that certain Master Agreement (the "Agreement"), dated the 12th day of April, 2012 (the "Effective Date"), and executed by and among R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company ("R&S"), Dionisio Produce & Farms, LLC, a Colorado limited liability company ("DPF") and Russell L. Dionisio ("Dionisio") on the one hand and hereinafter referred to collectively as "Seller" and Two Rivers Farms, LLC, a Colorado limited liability company (hereinafter "Buyer" or "TRF"), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation ("TRWC"), on the other hand.
Seller and Buyer are individually referred to hereinafter as a "Party" and collectively as the "Parties." Capitalized terms used herein if not separately defined in this First Amendment shall have the meanings set forth in the Agreement. To the extent of any inconsistencies between the terms of this First Amendment and the Agreement, the terms of this First Amendment shall control.
Recitals
A.
On April 12
th
, 2012 the Parties entered into the Agreement with an anticipated Closing on or before July 31
st
, 2012;
B.
It is necessary for the Parties to separate the Transaction into two (2) phases;
C.
Subject to the terms and conditions set forth in the Agreement, Buyer's purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights shall occur on or before July 31
st
, 2012 (hereinafter "First Phase");
D.
Subject to the terms and conditions set forth in the Agreement, Buyer's purchase of Seller's Farming Equipment, the Produce Contracts and DPF's name shall be extended to October 31
st
, 2012 (hereinafter "Second Phase");
E.
Buyer agrees to release Parcel # 1303000019, Parcel # 1303000012, Parcel #131000023, and Parcel #1310000031 (collectively "Released Parcels") from the Junior Deed of Trust so that Buyer shall no longer hold a security interest in said Released Parcels;
F.
Seller is willing to close the Transaction in two stages pursuant to the terms and conditions of this First Amendment; and
G.
The Parties are entering into this First Amendment to specify the terms and conditions by which the Closing will be accomplished in two phases and to make certain other adjustments to the Agreement to accommodate the two-phase Closing.
Agreement
In consideration of the foregoing Recitals which are incorporated herein by this reference, the covenants contained herein and the earnest money discussed below in Section 7., the Parties agree as follows:
1.
The Due Diligence period set forth in Article I of the Agreement shall remain in effect with regard to Buyer's purchase of the Land and Water Rights constituting the First Phase of the Transaction.
2.
Buyer's rights to terminate the Agreement contained in the Agreement shall remain unchanged with the execution of this First Amendment.
3.
If the Agreement has not been terminated, the Parties shall endeavor to close on the First Phase on or before July 31
st
, 2012:
A.
The First Phase is Buyer's purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights for $1,500,000.00. The remaining terms and conditions of Buyer's purchase of the Land and the Water Rights as described in the Agreement shall remain unchanged.
B.
If Buyer proceeds with the First Phase, then Buyer's lease of the Leased Premises shall also commence upon closing of the First Phase. The remaining terms and conditions of Buyer's lease of the Leased Premises as described in the Agreement shall remain unchanged.
C.
If Buyer proceeds with the First Phase, then Buyer's lease of the Warehouse as that term is defined in the Agreement shall commence upon closing of the First Phase. The remaining terms and conditions of Buyer's lease of the Warehouse as described in the Agreement shall remain unchanged.
4.
After Closing on the First Phase, if any, Buyer shall be afforded another period of due diligence consisting of 120 days from said closing on the First Phase to determine whether or not Buyer shall proceed to close the Second Phase of the Transaction:
A.
The Second Phase is Buyer's purchase of the Farming Equipment, Produce Contracts and DPF's name for $1,500,000.00. The remaining terms and conditions of Buyer's purchase of said property as described in the Agreement shall remain unchanged.
5.
Article VI. subsection C. of the Agreement shall be amended to state as follows: "Upon closing of the First Phase, if any, Buyer shall also reimburse Seller for the Expenses set forth on the Expense List herein upon verification of the authenticity of same and the Crops shall become the sole and absolute property of Buyer".
6.
Buyer shall be under no obligation to close on the First Phase or the Second Phase if Buyer cannot obtain commercially reasonable financing. As such, the financing contingency provision set forth in Article I. subsection K. of the Agreement shall apply to both Phase One and Phase Two of the Transaction.
7.
Upon mutual execution of this First Amendment, Buyer shall pay to Seller an amount of $30,000 in the form of earnest money in consideration of the extension granted herein relating to the Second Phase. If Buyer proceeds with the Second Phase, Buyer shall receive a credit in the amount of $30,000 representing the earnest money which shall be applied toward the purchase price at closing of the Second Phase. If Buyer does not proceed with the Second Phase, the $30,000 shall be non-refundable to Buyer.
8.
Buyer shall release the Released Parcels from the Junior Deed of Trust. Buyer acknowledges the Released Parcels should not have been contained on the Junior Deed of Trust. Buyer's security represented by the Junior Deed of Trust for repayment of amounts advanced by Buyer pursuant to the Agreement shall be only those parcels representing the Land which may be purchased by Buyer.
9.
Future Assurances. From and after the First Closing, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this First Amendment.
10.
Survival. Except as modified by this First Amendment, all of the terms and conditions of the Agreement remain in full force and effect as currently stated therein and shall survive the closings of the First and Second Phases, if any.
SELLER:
R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company
By: /s/ Russ Dionisio
Title: Managing Member
Dionisio Produce & Farms, LLC a Colorado limited liability company
By: /s/ Russ Dionisio
Title: Managing Member
BUYER:
Two Rivers Farms, LLC, a Colorado limited liability company
By: /s/ Wayne Harding
Its: Manager
TRWC, INC.
,
a Colorado corporation d/b/a
Two Rivers Water Company
By: /s/ Wayne Harding
Its: CFO

text: Dionisio Produce & Farms, LLC

text: Rivers Farms, LLC

text: Dionisio Produce & Farms, LLC

text: Rivers Farms, LLC


text:
EX-99
2
exhibit99.htm
CNC PRESS RELEASE
News Release
72 South Main Street
Canandaigua, NY 14424
Stephen R. Martin
Vice President,
Canandaigua National Bank and Trust
Phone: 585.393.6068
Email: smartin@cnbank.com
Matthew T. Murtha
Senior Vice President
Financial Institutions, Inc.
Phone: 585.786.4378
Email: mtmurtha@five-starbank.com
FOR IMMEDIATE RELEASE
Canandaigua National Bank & Trust buys FISI Trust Division
CANANDAIGUA, NY September 29, 2006
-- Canandaigua National Bank & Trust (CNB), the subsidiary bank of Canandaigua National Corporation announced today the final purchase of trust operations from Financial Institutions, Inc. (NASDAQ: FISI) "(FII"), the parent company of Five Star Bank. The sale has been approved by the Comptroller of the Currency. The trust division had approximately $69 million in assets held in fiduciary or agency capacities.
George W. Hamlin, IV, President and Chief Executive Officer of CNB, said, "We are pleased to have assumed the responsibilities of this service from Five Star Bank. Our hallmark customer service and broad range of product offerings has enabled a smooth transition for the customers of Five Star's former trust services. Our newly opened Wealth Strategies office in downtown Geneva will further broaden our reach throughout the Finger Lakes".
Peter G. Humphrey, President and Chief Executive Officer of FII, noted, "The sale of our trust business is another final step in our efforts to focus on Five Star Bank and community banking throughout the broad service territory that we encompass. The trust business requires a critical mass and much attention to be effective, and, because of our strategic focus, we chose to redirect our resources into growing our core banking franchise. CNB will do an excellent job in servicing our trust customers as they merge our former trust business into theirs".
About Canandaigua National Bank & Trust
Incorporated in 1887, The Canandaigua National Bank & Trust Company (CNB), with total assets of $1.1 billion, serves the Finger Lakes and Greater Rochester region of Upstate New York. As the region's only local, community-owned, full-service financial institution CNB has 21 community offices, a network of over 50 ATM's and a full range of comprehensive financial services for individuals, businesses, municipalities and not-for-profit organizations. More information on CNB can be found at www.cnbank.com.
The CNB Wealth Strategy Group,
with Trust powers since 1919, has a qualified staff of 33 financial professionals managing $945 million dollars in Trust/Investment assets.
About Financial Institutions, Inc.
With total assets of $2.0 billion, Financial Institutions, Inc. is the parent company of Five Star Bank, which provides a wide range of consumer and commercial banking services to individuals, municipalities and businesses through a network of 50 offices and 72 ATM's in Western and Central New York State. Through its Investment Services affiliate, FII also provides diversified financial services to its customers and clients, including brokerage and insurance. More information on FII and its subsidiaries is available at
www.fiiwarsaw.com.
Safe Harbor Statement
This press release may contain forward-looking statements as defined by federal securities laws. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from current beliefs or projections. There are a number of important factors that could affect the Company's forward-looking statements which include the transition of accounts, the execution by the Company of its strategy and other factors discussed in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise these statements following the date of this press release.

text: Stephen R. Martin

text: Financial Institutions, Inc.

text: Canandaigua National Bank & Trust

text: FISI Trust Division

text: Canandaigua National Bank & Trust

text: Financial Institutions, Inc.

text: George W. Hamlin, IV

text: Peter G. Humphrey

text: Canandaigua National Bank & Trust

text: Canandaigua National Bank & Trust

text: Financial Institutions, Inc.

text: Financial Institutions, Inc.


text:
EX-99.1
4
d610784dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
One Stop Systems Closes Acquisition of Concept Development
Expands Market Reach into In-flight Entertainment Market
Escondido, Calif. and Irvine, Calif., September
6, 2018
- One Stop Systems, Inc. (OSS), a leader in specialized
high-performance computers, has completed the
previously announced
agreement to acquire Irvine California-based
Concept Development, Inc.
(CDI), which specializes in the design and manufacture of in-flight entertainment systems and
components for commercial aircraft.
"The CDI acquisition furthers our plan to achieve rapid growth through both organic and strategic M&A
activities", said Steve Cooper, OSS president and CEO. "CDI's broad experience in high-performance systems for the aerospace and in-flight entertainment markets augments OSS' capabilities in designing and manufacturing
specialized high-performance computing products for rugged airborne environments, media and entertainment".
The companies expect the synergies of
the combined businesses to enhance the capabilities of their engineering, manufacturing and customer support, as well as significantly broaden their market reach.
"Together, we have more capable resources for bringing high-performance computing to in-flight entertainment and other growth markets", added
Cooper. "We can also now offer an even greater value proposition to our customers and further set ourselves apart from the competition".
According to CDI president, Jim Reardon: "Joining OSS brings a number of major benefits to CDI, including dramatically advancing the pace of our OEM
products for in-flight entertainment and military aerospace, as well as advanced industrial customers. OSS has a highly-capable and seasoned global sales force that are already calling on accounts that are highly qualified to become CDI customers.
With OSS we see an immediate expansion of our market opportunities, and we have already begun to jointly pursue a number of proposals".
Further
details are available in the Form
8-K
OSS has filed with the
U.S. Securities and Exchange Commission
, which is accessible from the investor section on the company's website.
About Concept Development
Irvine, California-based
Concept Development, Inc. specializes in the design and manufacturing of custom high-performance computing systems for airborne
in-flight
entertainment systems. CDI's capabilities include electrical,
mechanical and software design as well as extensive experience in test and certifications required for airborne systems. CDI provides these advanced custom solutions for global enterprise customers. For more information, go to
www.cdvinc.com
.
About One Stop Systems
One Stop Systems, Inc. (OSS)
designs and manufactures specialized high-performance compute accelerators, flash storage arrays and customized servers for deep learning, AI, defense, finance and entertainment applications. OSS utilizes the power of PCI Express, the latest GPU
accelerators and NVMe flash cards to build award-winning systems, including many industry firsts, for OEMs and government customers. The company's innovative hardware and Ion Accelerator Software offers exceptional performance and unparalleled
scalability. OSS products are available directly, through global distributors, or via its SkyScale cloud services. For more information, go to
www.onestopsystems.com
.
1
Cautionary Note Regarding Forward-Looking Statements
One Stop Systems cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These
statements are based on the company's current beliefs and expectations. Such forward-looking statements include those regarding the company's 2018 financial outlook and expectations for 2018 revenue growth generated by new products, design
wins or M&A activity, including the acquisition of CDI. The inclusion of such forward-looking statements and others should not be regarded as a representation by OSS that any of its plans will be achieved.
Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in our business, including, without
limitation, that the market for our products is developing and may not develop as we expect; our operating results may fluctuate significantly, which would make our future operating results difficult to predict and could cause our operating results
to fall below expectations or our guidance; our products are subject to competition, including competition from the customers to whom we sell, and competitive pressures from new and existing companies may harm our business, sales, growth rates, and
market share; our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers; the likelihood of design proposals becoming design wins is uncertain and revenue may never
be realized; our products fulfill specialized needs and functions within the technology industry and such needs or functions may become unnecessary or the characteristics of such needs and functions may shift in such a way as to cause our products
to no longer fulfill such needs or functions; new entrants into the our market may harm our competitive position; we may not be able to efficiently and cost-effectively integrate new acquisitions, including CDI; we rely on a limited number of
suppliers to support our manufacturing and design process; if we cannot protect our proprietary design rights and intellectual property rights, our competitive position could be harmed or we could incur significant expenses to enforce our rights;
our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition; if we fail to remedy material weaknesses in our internal controls over financial reporting, we may not be
able to accurately report our financial results; and other risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in our Annual Report on
Form
10-K
and any subsequent filings with the SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press release, and we undertake no obligation to revise or update this information to reflect events or circumstances after the date hereof. All forward-looking statements are
qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Media Contact:
Katie Rivera
One Stop Systems, Inc.
Tel (760)
745-9884
Email contact
Investor Relations:
Ronald Both or Grant Stude
CMA
Tel (949)
432-7557
Email contact
2

text: One Stop Systems

text: Concept Development

text: One Stop Systems, Inc.

text: Concept Development, Inc.

text: CDI

text: CDI

text: CDI

text: CDI

text: CDI

text: CDI

text: Concept Development

text: Concept Development, Inc.

text: CDI

text: CDI

text: One Stop Systems

text: One Stop Systems, Inc.

text: One Stop Systems

text: CDI

text: CDI

text: One Stop Systems, Inc.


text:
EX-99.1
2
trtc_ex991.htm
PRESS RELEASE
trtc_ex991.htm
EXHIBIT 99.1
Terra Tech Corp. Entered into an Agreement to Monetize its
Investment in Hydrofarm Holdings Group, Inc., Resulting in Gross
Proceeds in Excess of $40 Million
SANTA ANA, Calif., June 15, 2021 (GLOBE NEWSWIRE) -- Terra Tech Corp. (OTCQX:TRTC) ("Terra Tech" or the "Company") today announced that the Company entered into an agreement to monetize its investment in Hydrofarm Holdings Group, Inc., resulting in gross proceeds in excess of $40 million.
The Company originally made a $5 million investment in Hydrofarm in November of 2018.
Frank Knuettel, Chief Executive Officer of Terra Tech, stated, "Since taking over as CEO, we have continued to review our operations, divest unproductive assets and drive appropriate cost reductions. As announced last week, we entered into a definitive agreement to sell our non-operating N. 4th Street property in Las Vegas, which resulted in a $900k improvement to our balance sheet and alleviated numerous costs associated with its ownership.
With the expected sale of our investment in Hydrofarm, we will have added approximately $41 million to our balance sheet in just the last month, without dilution. Additionally, we have a note receivable and puttable equity in the approximate amount of $13M associated with the sale of two dispensaries in Nevada in early 2020. We expect to be able to monetize the note receivable and the puttable equity over the next twelve months.
The sale of the HYFM stock and warrants and the N. 4th Street property provides us with more flexibility to focus our attention on growth and best positioning the Company for what we believe is a very opportunistic future. This includes the anticipated closing of the transaction to acquire Unrivaled on or about July 1st, closing of the transaction to acquire SilverStreak Solutions in late Q3 / early Q4 2021, future potential acquisitions and organic growth from existing assets.
This non-dilutive capital infusion is expected to allow us to further expand our already growing footprint in California, Nevada, and Oregon. I'm pleased to state that we believe the Company has never been on more stable financial footing than it is now. With this new strong foundation, we look forward to continued progress, always focusing on building sustainable shareholder value".
Securities Disclosure
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the Company's securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
1
About Terra Tech
Terra Tech is a vertically integrated company focused on the cannabis sector with operations in California and Nevada. In California, Terra Tech operates two dispensaries and a cultivation facility and has two additional cultivation facilities and a dispensary under development. In Nevada, by way of a joint venture, Terra Tech operates a cultivation and manufacturing facility.
Cautionary Language Concerning Forward-Looking Statements
Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Terra Tech undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We use words such as "anticipates", "believes", "plans", "expects", "projects", "future", "intends", "may", "will", "should", "could", "estimates", "predicts", "potential", "continue", "guidance", and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.
New factors emerge from time-to-time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as additional risks and uncertainties we face, are identified and more fully discussed in the "Risk Factors" section of Terra Tech's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to Terra Tech as of the date of this release. Terra Tech undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.
Contact
Jason Assad
LR Advisors LLC.
Jassad@terratchcorp.com
678-570-6791
For media inquiries:
Nic Johnson
Russo Partners
nic.johnson@russopartnersllc.com
303-482-6405
2

text: Terra Tech Corp. Entered

text: Terra Tech Corp.

text: Frank Knuettel

text: SilverStreak Solutions


text:
EX-99.4
12
v325408_ex99-4.htm
EXHIBIT 99.4
Exhibit 99.4
NEWS RELEASE
FOR IMMEDIATE RELEASE
RLJ ACQUISITION, INC. ANNOUNCES SUCCESSFUL
COMPLETION OF
ITS BUSINESS COMBINATION ACQUIRING IMAGE
ENTERTAINMENT,
INC. AND ACORN MEDIA GROUP TO FORM
RLJ ENTERTAINMENT, INC.
Robert L. Johnson, Founder of The RLJ
Companies, Will Serve as Executive Chairman of The New NASDAQ Publicly Traded Company
BETHESDA, MD//OCTOBER 3, 2012//
Robert L. Johnson, Chairman
of The RLJ Companies and founder of Black Entertainment Television (BET), announced today RLJ Acquisition, Inc. (OTCQB: RLJAU;
RLJA; RLJAW) (the "Company") has successfully completed the business combination acquiring Image Entertainment, Inc.
(OTCQB:DISK) ("Image") and Acorn Media Group, Inc., two highly complementary media content distribution companies to
create RLJ Entertainment, Inc. Approved by the Company's, Image's and Acorn's respective shareholders, RLJ Entertainment,
Inc. becomes one of the largest independent global distributors of digital and video content.
"RLJ Entertainment CEO Ted Green, COO Miguel Penella,
and I are very excited about this new business combination. RLJ Entertainment's goal is to become a preeminent distributor
of content to all media platforms including DVD and Blu-Ray, digital downloads, digital streaming, and broadcast and cable,"
said Mr. Johnson. "We are also committed as part of our business strategy, to leveraging our experience in acquiring, distributing,
and monetizing content to create branded digital subscription channels over the Internet targeted to distinct audiences that are
underserved by current media platforms and interested in programming that appeals directly to their unique viewing interests.
"RLJ Entertainment believes that the growing convergence
of streaming digital content directly to the television set will revolutionize the way consumers acquire content on a customized
a la carte basis rather than purchasing bundled packages. RLJ Entertainment is uniquely situated to become a prominent player in
a digital media world where the consumer controls what they want to see and when and where they want to see it".
RLJ Entertainment marks the third company Mr. Johnson has taken
public, including Black Entertainment Television, which became the first African American company publicly traded on the New York
Stock Exchange in 1991 and RLJ Lodging Trust, a $2 billion market cap hotel REIT with 144 hotels, which Mr. Johnson co-founded
with CEO Tom Baltimore, went public in May of 2011. Shares of RLJ Entertainment common stock will be traded on the NASDAQ Capital
Market under the stock ticker symbol RLJE. RLJ Entertainment warrants will be traded on the Over-The-Counter Bulletin Board. The
Company anticipates that payments to holders of its shares of common stock that redeemed their shares will be made promptly following
the closing of the business combination. In conjunction with and to provide funding for these acquisitions and RLJ Entertainment's
ongoing working capital needs, RLJ Entertainment entered into a $70 million credit agreement with a group led by SunTrust, which
includes a five-year $15 million revolving credit facility and three tranches of term loans totaling $55 million with final maturities
ranging from five to five and one-half years, at interest rates ranging from prime rate plus 5% to 6.25% or LIBOR plus 6% to 7.25%
plus an additional 3% per annum paid in kind on the last $15 million of the facilities.
Forward-Looking Statements
This press release may include "forward looking statements"
within the meaning of the "safe harbor"
provisions of the United Stated Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe",
"expect", "estimate", "plan", "outlook", and "project" and other similar
expressions that predict or indicate
future events or trends or that are not statements of historical matters. Investors
are cautioned that
such forward looking statements with respect to revenues, earnings, performance, strategies, prospects
and other aspects of the businesses of the Company, RLJ Entertainment, Image, Acorn and the
combined companies are based
on current expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes
to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1)
the outcome of any legal proceedings that may be instituted against RLJ, Image or others relating to the business combination and
the transactions contemplated thereby; (2) the risk that the completed transaction disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; (3) the ability to recognize the anticipated benefits
of the business combination; (4) costs related to the proposed business combination; (5) changes in applicable laws or regulations;
(6) the possibility that Image or Acorn may be adversely affected by other economic, business, and/or competitive factors; (7)
the ability to integrate Image's and Acorn's businesses and operations; (8) the anticipated growth and growth strategies;
(9) the need for additional capital and the availability of financing; (10) the combined company's ability to successfully
manage relationships with customers, distributors and other important relationships; (11) the combined company's ability
to integrate the management team and employees; (12) the loss of key personnel or expenditure of a greater amount of resources
attracting, retaining and motivating key personnel than in the past; (13) the compatibility of business cultures; (14) technological
changes; (15) pricing and availability of products and services; (16) demand for the combined company's products and services;
(17) the ability to leverage and monetize content; and (18) other risks and uncertainties indicated from time to time in filings
with the SEC by RLJ, RLJ Entertainment or Image.
Readers are referred to the most recent reports filed with
the SEC by RLJ and Image. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of
new information, future events or otherwise.
Media Inquiries: Traci Otey Blunt, 240.744.7858 or
press@rljcompanies.com
Business Inquiries: Lisa Warner Pickrum, 301.280.7703
or
rlja@rljcompanies.com
About RLJ Acquisition, Inc.
(RLJAU; RLJA;
RLJAW) is a special purpose acquisition company (SPAC), also known as a blank check company, that seeks to acquire one of more
operating companies. RLJ Acquisition, Inc. intends to use the net proceeds from its initial public offering to acquire one or
more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination. For more information about RLJ Acquisition, Inc., please visit:
http://www.rljcompanies.com/companies/rlj-acquisition-inc/
About Image Entertainment
- Image
Entertainment, Inc. is a leading independent licensee and distributor of entertainment programming in North America, with
approximately 3,700 exclusive DVD titles and approximately 350 exclusive CD titles in domestic release and more than 450
programs internationally via sublicense agreements. For many of its titles, Image Entertainment has exclusive audio and
broadcast rights, as well as digital download rights to approximately 2,200 video programs and approximately 500 audio titles
containing more than 6,000 individual tracks. Image Entertainment is headquartered in Chatsworth, California. For more
information about Image Entertainment, please go to
www.image-entertainment.com
.
About Acorn Media Group
- Based in suburban
Washington, D.C. and founded by Chairman Peter Edwards, Acorn Media Group has grown from a one-man basement documentary production
and distribution operation in the mid-1980s into a leading independent media company operating on three continents. Acorn Media
Group consists of four divisions. With its Acorn label, Acorn Media U.S. is the leading distributor of British television programming
to consumers in North America. Its Acacia label offers a line of original health & wellness programming. Appealing to the
growing lifelong learning audience, Acorn U.S. also offers acclaimed documentaries on the Athena label. Acorn Direct is a direct-to-consumer
division offering DVDs, digital downloads, and other high quality products in North America through its Acorn and Acacia catalogs
and e-commerce websites. Acorn Media U.K. and Acorn Media Australia distribute comparable lines of DVD titles to consumers in
the U.K., Australia, and New Zealand. For more information about Acorn Media Group, please visit
www.AcornMedia.com.

text: RLJ ACQUISITION, INC.

text:
IMAGE
ENTERTAINMENT,
INC.

text: ACORN MEDIA GROUP

text: Robert L. Johnson

text: Robert L. Johnson

text: RLJ Acquisition, Inc.

text: Image Entertainment, Inc.

text: Acorn Media Group, Inc.

text: Ted Green

text: RLJ Acquisition, Inc.

text: RLJ Acquisition, Inc.

text: RLJ Acquisition, Inc.

text:
Image
Entertainment, Inc.

text: Acorn Media Group

text: Acorn Media Group

text:
Acorn Media
Group

text: Acorn Media Group


text:
EX-99.1
6
usn_8kex99-1.txt
PRESS RELEASE
EXHIBIT 99.1
USN CORPORATION ANNOUNCES ACQUISITION OF
THE DIAMOND CHANNEL, INC. AND GEM MANUFACTURING, INC.
- ACQUISITION ADDS $5.0 MILLION OF NET CURRENT ASSETS TO USN AND ALLOWS
FOR DIRECT SOURCING OF DIAMONDS FROM SIGHTHOLDERS AND CONTRACT JEWELRY
MANUFACTURING -
- USN PLANS TO AGGRESSIVELY MARKET CERTIFIED HIGH-QUALITY LOOSE
DIAMONDS AND FINISHED DIAMOND JEWELRY VIA ITS TELEVISION SHOPPING
NETWORK AND VIA THE INTERNET -
LOS ANGELES, June 21, 2005 -- USN Corporation (OTC Pink Sheets: USNR - NEWS;
"USN"), owner of the "Ultimate Shopping Network", which sells upscale consumer
products direct to the customer on DirecTV, Dish Network, and various cable and
broadcast outlets, announced today that it had completed its previously
announced acquisition of Altron LTD, a Hong Kong corporation along with its
subsidiaries, The Diamond Channel, Inc. and Gem Manufacturing, Inc. ("Altron")
from Global Sun Enterprises LTD. in exchange for 49.8% of the outstanding stock
of USN Corp.
Given the existing relationship Altron has with numerous sightholders, USN will
be able to purchase high-quality loose diamonds without any middlemen. The
acquisition of The Diamond Channel, Inc. will allow USN to sell certified
diamonds, both loose and in finished settings, via both the Company's wholly-
owned television shopping network, Ultimate Shopping Network, as well as the
Company's online Internet website (HTTP://WWW.SHOPUSN.COM). A separate
additional online website dedicated strictly to the sale of diamonds and high
quality jewelry is planned for a future launch.
The acquisition of Gem Manufacturing, Inc. provides USN with a vertical
integration whereby USN will be able to directly finished jewelry directly from
manufacturers thereby bypassing middlemen. The ability to acquired finished
goods for resale directly from the manufacture has the potential to result in
significant improvement to both gross margins and operating margins.
Commenting on the announcement, Terry Washburn, CEO of USN Corporation, stated,
"The acquisition of Altron and its subsidiaries is a boon to our overall growth
strategy. Altron's ability to directly source diamonds from sightholders will
provide us with a significant competitive advantage in the marketplace".
Mr. Washburn continued, "We believe that this acquisition will enable us to
offer extremely competitive pricing to our customers and will distinguish USN
from other shopping networks and online-only jewelry retailers by providing us
with a vertically integrated approach to sourcing and manufacturing. Lastly, it
will significantly strengthen our balance sheet by adding $5 million in net cash
and inventory".
USN also reached an Agreement to sell its Spotlight, LLC and Premier Concepts
subsidiaries to LGS Holdings. The Premier Concepts subsidiary operates 14
Impostors fashion jewelry retail outlets throughout the United States.
USN's wholly-owned Ultimate Shopping Network is quickly becoming the luxury
brand in television shopping. USN has positioned itself as television shopping's
version of high end retailing with a dedication to service, quality, integrity
and luxury. Today, the Ultimate Shopping Network is broadcast to more than 30
million aggregated U.S. households through interactive electronic media
including direct broadcast satellite (DBS) services, cable television, broadcast
television. The network aired its first shows in May 2003 and currently
broadcasts nationwide on Dish Network channel 223, DirecTV channel 345, and on
KVMD and KJLA in the greater Los Angeles area.
Statements in this news release about anticipated or expected future revenue or
growth or expressions of future goals or objectives, including statements
regarding whether current plans to grow and strengthen the company's existing
network will be implemented or accomplished, are forward- looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements in this release are based upon
information available to the Company on the date of this release. Any
forward-looking statements involve risks and uncertainties, including the risk
that the Company's acquisition of Altron LTD and its subsidiaries, The Diamond
Channel, Inc. and Gem Manufacturing, Inc., or the benefits anticipated from the
acquisition will not be realized. Additionally, forward-looking statements are
based on current market conditions and risks, which may change as the result of
certain regulatory, political or economic events, a shift in consumer
preferences, as well as those risks and uncertainties described in the Company's
filings with the Securities and Exchange Commission, which could cause actual
events or results to differ materially from the events or results described in
the forward- looking statements, whether as a result of new information, future
events or otherwise. Readers are cautioned not to place undue reliance on these
forward-looking statements.
Company Contact:
Robert B. Prag, President
The Del Mar Consulting Group, Inc.
858-794-9500
bprag@delmarconsulting.com

text: USN CORPORATION

text: THE DIAMOND CHANNEL, INC.

text: GEM MANUFACTURING, INC.

text: USN Corporation

text: Altron LTD

text: The Diamond Channel, Inc.

text: Gem Manufacturing, Inc.

text: The Diamond Channel, Inc.

text: Gem Manufacturing, Inc.

text: Terry Washburn

text: USN Corporation

text: Altron LTD

text:
The Diamond
Channel, Inc.

text: Gem Manufacturing, Inc.

text: Robert B. Prag


text:
EX-99.3
17
a16-14184_1ex99d3.htm
EX-99.3
Exhibit 99.3
FOR IMMEDIATE RELEASE
Contact:
Brad Shepherd, Director, Investor Relations
(617) 796-8234
Senior Housing Properties Trust Enters Purchase and Lease Transaction for $112.4 Million and Amends Certain Management Arrangements
Newton, MA
(June 29, 2016): Senior Housing Properties Trust (NYSE: SNH) today announced that it has entered a $112.4 million purchase and lease transaction for seven assisted living communities (545 living units) located in four states (North Carolina: 3; South Carolina: 2; Tennessee: 1; and Virginia: 1). The communities are leased under a combination lease that expires at year end 2028, plus renewal options thereafter. The initial annual rent payable to SNH under the lease will be $8.4 million/yr., or approximately 7.5% of the purchase price. Starting after 2017, the rent may increase based upon a percentage of gross revenue increases realized by operations at the leased communities.
The tenant under the lease will be a subsidiary of Five Star Quality Care, Inc. (NYSE: FVE) and the lease obligations will be guaranteed by Five Star.
SNH funded the purchase of the seven communities with cash on hand and drawings under its $1 billion unsecured revolving credit facility.
Simultaneously with the purchase and lease transaction, SNH and Five Star amended agreements pursuant to which Five Star acts as the manager of certain senior living communities which are operated for the account of SNH's taxable subsidiaries, or TRSs. The principal effects of these amendments is to adjust, effective July 1, 2016, certain calculations of management fees payable by SNH to Five Star for the 63 communities which Five Star manages for SNH's TRSs. The change in the formulas for calculating these management fees is not expected to have a material impact upon SNH's earnings from the managed communities, but SNH believes that the revised fee formulas may create incentives for improved performance by Five Star in the future.
"SNH is pleased to add these quality assets that produce attractive returns with solid rent coverage to its triple net leased senior living portfolio", said David Hegarty, President and Chief Operating Officer of SNH. "These assets fit within our investment strategy of owning high quality private pay senior living assets. Additionally, we believe the amendments to the TRS arrangements provide our operator with enhanced incentives to improve performance at our managed communities".
Five Star was formerly SNH's wholly owned subsidiary until Five Star's shares were distributed to SNH shareholders. SNH is currently Five Star's largest shareholder, owning 4,235,000 Five Star common
shares (8.6% of the Five Star shares outstanding). One of the Trustees of SNH is also a Director of Five Star, and both SNH and Five Star have contracted for management services from The RMR Group LLC, the operating subsidiary of The RMR Group Inc. (NASDAQ: RMR). Because of these historical and continuing relationships, the terms of the purchase and lease transaction and the amendments to the management arrangements described in this press release were negotiated and approved by Special Committees of Independent Trustees of SNH and Independent Directors of Five Star who are not also Trustees or Directors of the other party and who are independent of RMR, and these Committees were represented by separate legal counsel.
Senior Housing Properties Trust is a real estate investment trust, or REIT, which owns senior living communities, medical office buildings and wellness centers located throughout the United States. SNH is managed by the operating subsidiary of The RMR Group Inc. (NASDAQ: RMR), an alternative asset management company, which is headquartered in Newton, MA.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES STATEMENTS AND HAS IMPLICATIONS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER SNH USES WORDS SUCH AS BELIEVES, EXPECTS, INTENDS, ANTICIPATES, ESTIMATES, WILL, MAY OR SIMILAR EXPRESSIONS, SNH IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH'S CURRENT INTENT, BELIEFS, OR EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED BY FORWARD LOOKING STATEMENTS. FOR EXAMPLE:
· THIS PRESS RELEASE STATES THAT THE RENT PAYABLE BY FIVE STAR FOR THE SEVEN COMMUNITIES THAT SNH HAS ACQUIRED MAY INCREASE STARTING AFTER 2017. SUCH RENT INCREASES UNDER THE LEASE ARE DETERMINED BASED UPON A PERCENTAGE OF REVENUE INCREASES AT THE LEASED COMMUNITIES. IT IS IMPOSSIBLE TO KNOW WHETHER FUTURE REVENUES AT THE LEASED COMMUNITIES WILL INCREASE AND, IN FACT, FUTURE RENTS MAY NOT INCREASE.
· THIS PRESS RELEASE STATES THAT THE CHANGES MADE IN THE CONTRACTS PURSUANT TO WHICH FIVE STAR MANAGES SENIOR LIVING COMMUNITIES FOR SNH ARE NOT EXPECTED TO HAVE A MATERIAL IMPACT UPON SNH'S EARNINGS FROM THE MANAGED COMMUNITIES AND THAT THE REVISED FORMULAS FOR CALCULATING FIVE STAR'S MANAGEMENT FEES MAY CREATE INCENTIVES FOR IMPROVED PERFORMANCE BY FIVE STAR IN THE FUTURE. AN IMPLICATION OF THESE STATEMENTS MAY BE THAT SNH WILL BENEFIT FROM THESE CHANGES. IN FACT, FIVE STAR WILL REALIZE SOME IMMEDIATE BENEFITS FROM CHANGES TO THE MANAGEMENT ARRANGEMENTS FOR CERTAIN COMMUNITIES AND THE BENEFITS WHICH SNH MAY REALIZE FROM THE IMPROVED INCENTIVES DEPEND UPON FIVE STAR'S OWN FUTURE PERFORMANCE. ACCORDINGLY, THERE CAN
BE NO ASSURANCE THAT SNH WILL BENEFIT FROM THE CHANGES MADE TO THE CONTRACTS UNDER WHICH FIVE STAR MANAGES COMMUNITIES.
· THIS PRESS RELEASE STATES THAT THE TERMS OF THE TRANSACTIONS ANNOUNCED TODAY WERE NEGOTIATED AND APPROVED BY SPECIAL COMMITTEES OF SNH'S INDEPENDENT TRUSTEES AND FIVE STAR'S INDEPENDENT DIRECTORS WHO ARE NOT ALSO TRUSTEES OR DIRECTORS OF THE OTHER PARTY AND WHO ARE INDEPENDENT OF RMR, AND THAT THESE COMMITTEES WERE REPRESENTED BY SEPARATE LEGAL COUNSEL. AN IMPLICATION OF THESE STATEMENTS IS THAT THE TERMS OF THESE TRANSACTIONS WERE SIMILAR TO THE TERMS THAT WOULD HAVE BEEN ACHIEVED BY NEGOTIATIONS BETWEEN UNRELATED PARTIES. SNH CAN PROVIDE NO ASSURANCE THAT THE TERMS OF THESE TRANSACTIONS ARE THE SAME AS WOULD HAVE BEEN ACHIEVED BY NEGOTIATIONS BETWEEN UNRELATED PARTIES. ALSO, THE FACT THAT THESE TERMS WERE NEGOTIATED AND APPROVED BETWEEN RELATED PARTIES MAY CAUSE SOMEONE TO CHALLENGE THESE AGREEMENTS AND SUCH CHALLENGES MAY BE EXPENSIVE TO DEFEND EVEN IF THE CHALLENGES ARE WITHOUT MERIT.
THE INFORMATION CONTAINED IN SNH'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS" IN SNH'S PERIODIC REPORTS OR INCORPORATED THEREIN, COULD CAUSE SNH'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED IN THIS PRESS RELEASE. SNH'S FILINGS WITH THE SEC ARE AVAILABLE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV
.
FOR THESE AND OTHER REASONS, INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS OR THEIR IMPLICATIONS.
EXCEPT AS REQUIRED BY LAW, SNH DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
(END)

text: Brad Shepherd

text: Senior Housing Properties Trust

text: Senior Housing Properties Trust

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: David Hegarty

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: Senior Housing Properties Trust

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH

text: SNH


text:
EX-99.1
2
v087568_ex99-1.htm
Unassociated Document
Exhibit
99.1
For
more information, please contact:
AmTrust
Financial Services, Inc.
Hilly
Gross
Ronald
E. Pipoly, Jr.
Vice
President, Investor Relations
Chief
Financial Officer
212-220-7120
x 7023
216-328-6116
hgross@amtrustgroup.com
rpipoly@amtrustgroup.com
For
immediate release
September
10, 2007
AmTrust
Financial Services, Inc. Closes Acquisition of Associated Industries Insurance
Services, Inc. and Associated Industries Insurance Company,
Inc.
(New
York) -
AmTrust
Financial Services, Inc. (NASDAQ: AFSI) announced today that it has completed
the acquisition of Associated Industries Insurance Services, Inc., a
Florida-based workers' compensation managing general agency, and its
wholly-owned subsidiary, Associated Industries Insurance Company, Inc., a
Florida workers' compensation insurer, also licensed in Alabama, Georgia and
Mississippi (collectively, "Associated"). The transaction was previously
announced on June 25, 2007.
AmTrust
and Associated have enjoyed a close business relationship since 2004 when
AmTrust acquired renewal rights to certain business from Associated and entered
into a Production and Administration Agreement pursuant to which Associated
produces business for AmTrust in the State of Florida. In 2006, Associated
produced approximately $130 million in gross written premium, $58 million of
which was written by the AmTrust subsidiary, Technology Insurance Company.
Barry
Zyskind, CEO and president of AmTrust Financial Services, Inc., stated, "The
acquisition of Associated is the logical culmination of the close relationship
we have had with Associated for the past three years. We look forward to a
continued and profitable relationship, with Associated".
(more)
Page
2 of 2
About
AmTrust Financial Services, Inc.
AmTrust
Financial Services, Inc., headquartered in New York City, is a multinational
specialty property and casualty holding company, which, through its insurance
carriers, offers specialty property and casualty insurance products, including
workers' compensation, commercial automobile and general liability; extended
service and warranty coverage. For
more
information about AmTrust, visit www.amtrustgroup.com, or call AmTrust toll-free
at 866.203.3037.
Forward
Looking Statement
This
news
release contains "forward-looking statements" which are made pursuant to
the
safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
The
forward-looking statements are based on the Company's current expectations and
beliefs concerning future developments and their potential effects on the
Company. There can be no assurance that actual developments will be those
anticipated by the Company. Actual results may differ materially from those
projected as a result of significant risks and uncertainties, including
non-receipt of the expected payments, changes in interest rates, effect of
the
performance of financial markets on investment income and fair values of
investments, development of claims and the effect on loss reserves, accuracy
in
projecting loss reserves, the impact of competition and pricing environments,
changes in the demand for the Company's products, the effect of general economic
conditions, adverse state and federal legislation, regulations and regulatory
investigations into industry practices, developments relating to existing
agreements, heightened competition, changes in pricing environments, and changes
in asset valuations. The Company undertakes no obligation to publicly update
any
forward-looking statements.
###

text:
AmTrust
Financial Services, Inc.

text:
AmTrust
Financial Services, Inc.

text:
AmTrust
Financial Services, Inc.

text: AmTrust

text: AmTrust

text: AmTrust

text: AmTrust

text:
Barry
Zyskind

text: AmTrust Financial Services, Inc.

text: AmTrust Financial Services, Inc.

text:
AmTrust
Financial Services, Inc.

text: AmTrust

text: AmTrust


text:
EX-99.1
2
form8kexh_102612.htm
FORM 8-K PRESS RELEASE
form8kexh_102612.htm
Exhibit 99.1
[BERKSHIRE HILLS BANCORP, INC., LOGO]
Berkshire Hills Reports Final Merger Consideration For
Beacon Federal Bancorp Shareholders
Pittsfield, MA - October 26, 2012 - Berkshire Hills Bancorp, Inc. (Nasdaq: BHLB) today announces the cash/stock election results for its acquisition of Beacon Federal Bancorp on October 19, 2012.
Berkshire CEO Michael Daly stated, "We are pleased with the strong demand for our stock demonstrated in this election. Nearly 90% of those who voted chose Berkshire stock for their consideration. Our stock closed at $23.70 yesterday, which was up by 9% from the $21.82 closing price on the date of our merger agreement. We are issuing approximately 2.7 million new Berkshire shares to former Beacon shareholders. With this merger consideration, we now have nearly 25 million shares outstanding, with a current market capitalization near $600 million. This increase is expected to improve the liquidity and visibility of our stock. We welcome our new shareholders from Beacon, who will be eligible for the $0.18/share dividend that we just declared, and which has been increased by 6% beginning with the upcoming payment. We will be celebrating this growth when we ring the opening bell of the New York Stock Exchange on November 29 subsequent to the transfer of our stock listing to that exchange in November".
Under the terms of the merger agreement, 50% of the outstanding Beacon shares of common stock were exchanged for shares of Berkshire Hills Bancorp common stock, and 50% of the 5.87 million outstanding Beacon common shares were exchanged for cash. Under the agreement, Beacon shares converted to Berkshire stock were entitled to receive 0.92 Berkshire shares for each share converted. Shares converted to cash were to receive $20.50 in cash for each share converted.
An election was held among Beacon shareholders as to the form of merger consideration. The holders of 4.831 million shares, or 82.3% of the outstanding Beacon shares, elected to receive Berkshire Hills Bancorp common stock. The holders of 655 thousand shares, or 11.1%, elected to receive cash; and the holders of 386 thousand shares, or 6.6%, did not submit elections or submitted an election expressing no preference. Based on final election results and applying the proration provisions set forth in the merger agreement, Beacon shareholders will receive the following merger consideration:
·
Beacon shareholders will receive approximately 0.5590 shares of Berkshire Hills Bancorp common stock and $8.04 in cash for each Beacon share for which they made a valid stock election;
BHLB - Berkshire Hills Bancorp
Page 1
www.berkshirebank.com
·
Beacon shareholders will receive $20.50 per share for each Beacon share for which they made a valid cash election; and
·
Beacon shareholders who expressed no preference or who did not make a valid election will receive $20.50 in cash for each Beacon share tendered.
Berkshire's agent will distribute on October 26, 2012 the cash consideration and a confirmation of the number of shares of Berkshire Hills common stock owned by former shareholders of record of Beacon to such shareholders. Under the merger agreement, fractional shares of Berkshire Hills common stock will not be issued. Instead, Beacon shareholders will receive cash in lieu of fractional shares based on the $23.22 average closing price of Berkshire Hills common stock for the five consecutive trading days ended October 18, 2012. Questions about the distribution of merger consideration should be addressed to Berkshire's agent, Registrar and Transfer Company, at 800-368-5948.
BACKGROUND
Berkshire Hills Bancorp is the parent of Berkshire Bank -
America's Most Exciting BankSM
. Including the acquisition of Beacon Federal Bancorp, the Company has approximately $5.5 billion in assets and
73 full service branch offices
in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services. Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the
Depositors Insurance Fund
(DIF).
# # #
CONTACT
David Gonci
Investor Relations Officer
413-281-1973
BHLB - Berkshire Hills Bancorp
Page 2
www.berkshirebank.com

text: BERKSHIRE HILLS BANCORP, INC.

text: Berkshire Hills

text: Beacon Federal Bancorp

text: Berkshire Hills Bancorp, Inc.

text: Beacon Federal Bancorp

text: Berkshire Hills

text: Berkshire Hills

text: Berkshire Hills

text: Beacon Federal Bancorp


text:
EX-99.1
2
csfl-ex991_6.htm
EX-99.1
csfl-ex991_6.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
April 3, 2017
CenterState Banks, Inc.
Announces Completion of Acquisition of Platinum Bank Holding Company
And Sets Date to Announce First Quarter 2017 Earnings Results
on April 25, 2017
WINTER HAVEN, FL. - April 3, 2017 - CenterState Banks, Inc. (NASDAQ: CSFL) ("CenterState") announced today that on April 1, 2017, it completed the acquisition of Platinum Bank Holding Company ("PBHC"). Immediately following the acquisition, Platinum Bank, PBHC's Florida bank subsidiary, merged into CenterState Bank of Florida, N.A. Under the terms of the merger agreement, PBHC's shareholders are entitled to receive for each share of PBHC common stock a $7.60 cash payment and 3.7832 shares of CenterState common stock.
CenterState also announced today that it will release first quarter earnings results on Tuesday, April 25, 2017, after the market closes. Upon release, investors may access a copy of CenterState's earnings results at the Company's website at
www.centerstatebanks.com
and selecting "First Quarter 2017 Earnings Results" under the heading "News Releases".
CenterState will host a conference call on Wednesday, April 26, 2017 at 2:00 p.m. (Eastern Time) to discuss the Company's first quarter 2017 results. Investors may call in (toll free) by dialing (866) 393-0571 (passcode 2349559; host: Jennifer Idell, CFO).
Alternatively, individuals may listen to the live webcast of the presentation by visiting the link at CenterState's website at
www.centerstatebanks.com
.
An audio replay of the presentation will be available by the evening of April 26, 2017 at CenterState's website located in the subsection "Presentations" under the heading "News and Market Data".
CenterState, headquartered in Winter Haven, Florida between Orlando and Tampa, is the holding company for CenterState Bank of Florida, N.A., which operates 76 branch banking offices located in 25 counties throughout Florida, providing traditional deposit and lending products and services to its commercial and retail customers. The Company also provides correspondent banking and capital market services to approximately 600 community banks nationwide.

text: CenterState Banks, Inc.

text: Platinum Bank Holding Company

text: CenterState Banks, Inc.

text: CenterState

text: Platinum Bank Holding Company

text: Platinum Bank, PBHC's

text: CenterState Bank of Florida, N.A.

text: CenterState

text: CenterState

text: CenterState

text: CenterState

text: Jennifer Idell

text: CenterState

text: CenterState

text: CenterState

text: CenterState Bank of Florida, N.A.