text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Exhibit 99.1
[AVANIR Pharmaceuticals Logo]
AVANIR ANNOUNCES THE INTENDED ACQUISITION OF
A PRIVATE SPECIALTY PHARMACEUTICAL COMPANY
San Diego, May 23, 2006 -
Avanir
Pharmaceuticals (NASDAQ: AVNR) announced today that it
has entered into a definitive agreement with the shareholders of Alamo Pharmaceuticals, LLC (Alamo)
to purchase the Company. Closing is subject to the assumption of debt by the principal shareholder
and certain other provisions. Alamo is a privately owned specialty pharmaceutical company with a
sales force of approximately fifty representatives currently marketing FazaClo
®
(clozapine, USP), the only orally-disintegrating formulation of clozapine for the management of
severely ill schizophrenic patients who fail to respond adequately to standard schizophrenic drug
treatments. FazaClo is also indicated for reducing the risk of suicidal behavior in patients with
schizophrenic or schizoaffective disorder.
"FazaClo is an excellent strategic fit for
Avanir
and acquiring Alamo is an important step
forward as we move towards becoming an integrated pharmaceutical company", said Eric K. Brandt,
President and Chief Executive Officer of
Avanir
. "With this acquisition, we significantly
enhance our portfolio by adding a marketed CNS product. In addition, Alamo's organization
will augment our commercialization capabilities by adding an experienced sales force calling on a
base of physicians that overlap with our targeted physicians for Neurodex™, which is under priority
review at the U.S. Food and Drug Administration for the treatment of Involuntary Emotional
Expression Disorder (IEED). In addition to the attractiveness and potential of FazaClo, the
combined organizational capabilities provide a stronger platform for acquiring/licensing other CNS
products."
Immediately upon the close of the transaction, Alamo's sales force will continue to promote FazaClo
and will begin market development activities focused on increasing the awareness of IEED. In
addition to Alamo's sales force, Alamo employs a FazaClo Patient Registry team that is composed of
dedicated healthcare, registry, call center, administrative support and data management
professionals. These individuals will provide IEED disease state awareness and clinical support of
Neurodex.
The upfront acquisition cost of approximately $29 million (excluding transaction costs), consists
of approximately $4 million in cash and approximately $25 million in notes. The initial
consideration represents approximately three times the current annualized monthly run rate of
FazaClo sales. The notes are generally due in three years, with approximately $14 million of the
total amount of the notes subject to acceleration at the request of the holder under certain
conditions, in which case
Avanir
may repay accelerated amount in cash or with common
stock. In addition, if certain sales milestones are achieved,
Avanir
will be required to
pay up to an additional $40 million.
Conference Call and Webcast In formation
Avanir
will host a conference call and webcast on Tuesday May 23 at 4:30 P.M. ET to
discuss the details of the transaction. It is recommended that you go to
Avanir's
website
at least 10 minutes in advance of the webcast to download any applicable software. For those who
cannot listen to the live broadcast, an online replay will be available for 30 days, and a phone
replay will be available through May 30, 2006, by dialing 800-642-1687 (domestic) and 706-645-9291
(international) and entering the pass-code 9646497.
About FazaClo
Of the two million Americans who suffer from schizophrenia, approximately 20% are termed
treatment-refractory because they derive little or no benefit from conventional antipsychotic
medications. FazaClo
®
(clozapine, USP), is indicated for the management of severely ill
schizophrenic patients who fail to respond adequately to standard drug treatment for schizophrenia
and is indicated for reducing the risk of recurrent suicidal behavior in patients with
schizophrenia or schizoaffective disorder who are judged to be at chronic risk for re-experiencing
suicidal behavior, based on history and recent clinical state FazaClo is an innovative tablet that
uses the proprietary OraSolv
®
technology licensed from CIMA LABS INC. FazaClo is
designed to disintegrate in the mouth in about 15 to 30 seconds with a pleasant mint flavor and is
then swallowed reflexively in saliva. This advantage may be important in treating a disease such as
schizophrenia since any barrier may present significant impedance for the patient. Because of the
risk of agranulocytosis and granulocytopenia associated with the use of clozapine, Alamo
Pharmaceuticals has developed the FazaClo Patient Registry. Prescribing health care practitioners,
dispensing pharmacists and FazaClo patients must be registered in the FazaClo Patient Registry,
which will compare patient information against the National Non-Rechallenge Masterfile and maintain
a continuing record of total white blood cell (WBC) counts and absolute neutrophil count (ANC)
values and related information for all patients who receive the FazaClo brand of clozapine. Please
see full Prescribing Information including BOXED WARNINGS regarding agranulocytosis, seizures,
myocarditis, dementia-related psychosis in elderly patients, and other adverse cardiovascular and
respiratory effects.
About Neurodex
Neurodex™ is a combination of two well-characterized compounds, the active ingredient
dextromethorphan, and the enzyme inhibitor quinidine, which serves to increase the bioavailability
of dextromethorphan. The first-in-class drug candidate is believed to help regulate excitatory
neurotransmission in two ways, through presynaptic inhibition of glutamate release via sigma-1
receptor agonist activity, and through postsynaptic glutamate response modulation via
uncompetitive, low-affinity NMDA antagonist activity.
About AVANIR
Avanir
Pharmaceuticals is focused on developing and commercializing novel therapeutic
products for the treatment of chronic diseases.
Avanir
's product candidates address
therapeutic markets that include central nervous system and cardiovascular disorders, inflammation,
and infectious diseases.
Avanir
previously announced and published positive results from
the two required Phase III clinical trials for Neurodex™, an investigational new drug for the
treatment of involuntary emotional expression disorder currently under priority review with the
FDA. Additionally,
Avanir
has initiated a Phase III clinical trial for Neurodex as a
potential treatment in patients with diabetic neuropathic pain, a second indication for Neurodex.
Avanir
has active collaborations with two international pharmaceutical companies: Novartis
International Pharmaceutical Ltd. for the treatment of inflammatory disease and AstraZeneca for the
treatment of cardiovascular disease. The Company's first commercialized product,
abreva
®
, is marketed in North America by GlaxoSmithKline Consumer Healthcare and is the
leading over-the-counter product for the treatment of cold sores. Further information about
Avanir
can be found at
www.avanir.com
.
About Alamo
Alamo
Pharmaceuticals, LLC is a privately held specialty pharmaceutical company
headquartered in California with operations in New Jersey.
Forward Looking Statements
Statements in this press release that are not historical facts, including statements that are
preceded by, followed by, or that include such words as "estimate", "anticipate", "believe",
"plan", or "expect", or similar statements, are forward-looking statements that are subject to
certain risks and uncertainties that could cause actual results to differ materially from the
future results expressed or implied by such statements. There can be no assurance that Neurodex
will receive FDA regulatory approval or that even if such regulatory approval is received,
Avanir
will be able to market Neurodex successfully. Final review decisions made by the
FDA and other regulatory agencies concerning clinical trial results are often unpredictable and
outside the influence and/or control of the company. Risks and uncertainties also include risks
relating to future FazaClo sales, as well as the risks set forth in
Avanir
's most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and from time-to-time in
other publicly available information regarding the Company. Copies of this information are
available from
Avanir
upon request.
Avanir
disclaims any intent or obligation to
update these forward-looking statements.
Avanir
Pharmaceuticals Contacts:
Patrick O'Brien
858-622-5216
pobrien@avanir.com
Patrice Saxon
858-622-5202
psaxon@avanir.com

text: AVANIR Pharmaceuticals

text: AVANIR

text:
Avanir
Pharmaceuticals

text: Alamo Pharmaceuticals, LLC

text: Avanir

text: Eric K. Brandt

text: Avanir

text: Avanir

text: Avanir

text: Avanir

text: Avanir

text: AVANIR

text:
Avanir
Pharmaceuticals

text: Avanir

text: Avanir

text: Avanir

text: Avanir

text: Avanir

text:
Alamo
Pharmaceuticals, LLC

text: Avanir

text: Avanir

text: Avanir

text: Avanir

text:
Avanir
Pharmaceuticals


dataset: buster

text:
EX-99.1
2
v395457_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Sino Gas International Holdings, Inc. Announces Closing of Going Private Transaction
BEIJING and SALT LAKE CITY, Nov. 26, 2014 /PRNewswire/
-- Sino Gas International Holdings, Inc. (the "Company", OTCBB: SGAS), a Utah corporation engaging in the development
of natural gas distribution systems and the distribution of natural gas to residential and industrial customers in small- and medium-sized
cities in the People's Republic of China, today announced the completion on November 26, 2014 of the merger (the "Merger")
contemplated by the previously announced Agreement and Plan of Merger, dated as of April 3, 2014, as amended by the Amendment to
the Agreement and Plan of Merger, dated April 16, 2014, and Amendment No. 2 to the Agreement and Plan of Merger dated June 2, 2014
by and between Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman
Islands ("Parent"), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent ("Merger
Sub") and the Company (the "Merger Agreement") providing for the merger of Merger Sub with and into the Company
with the Company surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Merger Sub
merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved
by the Company's stockholders at a special meeting held on August 6, 2014, at the effective time of the Merger (the "Effective
Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time was converted into
the right to receive US $1.30 in cash, without interest, less any applicable withholding taxes, except for (a) shares of
common stock owned by the Company or any of the Company's subsidiaries, which will be cancelled at the effective time of the merger
for no consideration, (b) all of the shares of common stock currently beneficially owned by Mr. Yuchuan Liu, the Company's Chief
Executive Officer, which, pursuant to a contribution agreement entered into among Mr. Yuchuan Liu, Parent and Harmony Gas Holdings
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and the wholly owned parent
of Parent ("Holdco") dated April 3, 2014, will be contributed to Parent and will be cancelled for no consideration at
the effective time of the merger, and (c) shares of common stock owned by shareholders who have exercised and perfected dissenters'
rights in accordance with applicable Utah law.
Stockholders of record will receive a letter of transmittal
and instructions on how to surrender their stock certificates in exchange for the merger consideration. Stockholders should wait
to receive the letter of transmittal before surrendering their stock certificates.
About Sino Gas International Holdings, Inc.
Sino Gas International Holdings, Inc. is engaged in the development
of natural gas distribution systems and the distribution, through its indirectly owned subsidiaries in the PRC, Beijing ZhongranWeiye
Gas Co., Ltd. ("Beijing Gas") and its subsidiaries, of natural gas to residential and industrial customers in small-
and medium-sized cities in the People's Republic of China (the "PRC" or "China").
Safe Harbor Statement
This press release contains certain statements that may include
"forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking
statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes,"
"expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes
that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic
reports that have been filed with the Securities and Exchange Commission and available on the SEC's website (http://www.sec.gov).
All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety
by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking
statements.
CONTACT: Sino Gas International Holdings Inc., Jin Wang, Facsimile:
+86 10 8260 0042, Email: wangjin@sino-gas.com

label: organization

text: Sino Gas International Holdings, Inc.

text: Sino Gas International Holdings, Inc.

text: Prosperity Gas Holdings Limited

text: Merger Sub Gas Holdings Inc.

label: person

text: Yuchuan Liu

text: Yuchuan Liu

text: Sino Gas International Holdings, Inc.

text: Sino Gas International Holdings, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
5
a12-23169_2ex99d1.htm
EX-99.1
Exhibit 99.1
NGL Energy Partners LP Acquires Pecos Gathering & Marketing, L.L.C.
TULSA, Okla.-(BUSINESS WIRE)- NGL Energy Partners LP (NYSE: NGL) has completed its previously announced acquisition of the limited liability company membership interests in Pecos Gathering & Marketing, L.L.C. and its affiliated companies ("Pecos"). The assets of Pecos consist primarily of crude oil purchasing and logistics operations in the Permian and Eagle Ford areas in Texas and New Mexico, along with related contracts, permits and real and personal property. Pecos purchases, gathers and/or transports 60,000 barrels per day of production and operates approximately 140 trucks.
NGL Energy Partners LP also entered into a Call Agreement with the former owners of Pecos pursuant to which the former owners of Pecos will purchase $45,000,000 (or at their option, up to $60,000,000) of common units of NGL Energy Partners LP in a private placement.
NGL Energy Partners LP was represented throughout the transaction by the Houston office of Locke Lord LLP. Pecos was represented throughout the transaction by the Dallas office of Andrews Kurth, LLP.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: water services, crude oil logistics, NGL logistics and retail. NGL completed its initial public offering in May 2011. For further information visit the Partnership's website at www.nglenergypartners.com.
The information contained in this press release is available on the Partnership's website at www.nglenergypartners.com.
Contacts
NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Senior Vice President Finance & Treasurer
atanas.atanasov@nglep.com

text: NGL Energy Partners LP

override: organization

text: Pecos Gathering & Marketing, L.L.C.

text: NGL Energy Partners LP

text: Pecos Gathering & Marketing, L.L.C.

text: NGL Energy Partners LP

text: NGL Energy Partners LP

text: NGL Energy Partners LP

text: Locke Lord LLP

text: Andrews Kurth, LLP

text: NGL Energy Partners LP

text: NGL Energy Partners LP

text: NGL Energy Partners LP


text:
EX-99.5
25
a19-22526_2ex99d5.htm
EX-99.5
Exhibit 99.5
FOR IMMEDIATE RELEASE DFB HEALTHCARE ACQUISITIONS CORP. ANNOUNCES CLOSING OF BUSINESS COMBINATION WITH ADAPTHEALTH HOLDINGS LLC AdaptHealth Corp. Set to Tr ad e on NA SDAQ Und er Ti cker Symb ol "A HCO " New York, NY and Plymouth Meeting, PA - November 8, 2019 --DFB Healthcare Acquisitions Corp. ("DFB") (NASDAQ: DFBH, DFBHU, DFBHW), a special purpose acquisition company sponsored by Deerfield Management ("Deerfield") and Richard Barasch, today announced that it has closed its business combination with AdaptHealth Holdings LLC, the third largest provider of home medical equipment ("HME") in the United States. As previously announced, the transaction was approved at a special meeting of DFB's shareholders held on November 7, 2019. The combined company, which has been renamed AdaptHealth Corp. ("AdaptHealth"), expects that its Class A Common Stock and public warrants will continue to list on the Nasdaq Capital Market under the new trading symbols "AHCO" and "AHCOW", respectively, starting on or about Monday, November 11, 2019. "On behalf of the team at DFB and Deerfield, I am thrilled to announce the closing of this transaction", said Richard Barasch, who will serve as Chairman of the Board of AdaptHealth. "Luke and his team have built one of the industry's leading HME providers through a combination of accretive capital deployment, high-touch customer engagement, and a scalable, purpose-built, technology-enabled operating model. We believe AdaptHealth will continue to occupy an increasingly distinct position in the home-based healthcare value chain as the most efficient provider in the space." "We look forward to this next, exciting phase of our growth as a public company", said Mr. McGee. "We expect to remain an active participant in the consolidation of our industry while providing the highest level of patient care and service, with an over-arching commitment to creating value for all stakeholders." AdaptHealth will continue to be led by its seasoned team of industry and financial professionals, including Chief Executive Officer, Luke McGee; President, Josh Parnes; and Chief Financial Officer, Gregg Holst.
Headquartered in Plymouth Meeting, Pennsylvania, AdaptHealth has grown to become the third largest provider of HME in the U.S., completing more than 7,000 deliveries per day to more than 1 million patients across 49 states. AdaptHealth offers a full suite of medical products for both rental and sale, with a focus on CPAP sleep equipment and supplies, oxygen equipment, wheelchairs, walkers, and hospital beds. These lines of business comprise a total addressable market for AdaptHealth of $12-$15 billion that is growing due to multiple industry tailwinds, including an aging population, increasing prevalence of chronic conditions, and the continuing migration of healthcare from the institutional setting to the home. AdaptHealth's industry-leading technology platform provides a distinct competitive advantage and is in stark contrast to the outmoded and inefficient processes currently used by many companies in the HME industry. Purpose-built for the evolving HME landscape, the system is easy-to-use for physicians, provides automated and integrated proprietary workflow technology for patients' care plans, enhances compliance, promotes efficiencies, and elevates customer service. AdaptHealth has completed 59 acquisitions since 2012 and intends to continue to focus on increasing net revenue and profitability, both organically and via accretive acquisitions. About AdaptHealth Corp. AdaptHealth is a leading provider of home healthcare equipment and related services in the United States. AdaptHealth Holdings focuses primarily on providing sleep therapy equipment, supplies and related services (including CPAP and bi-PAP services) to individuals suffering from OSA; home medical equipment to patients discharged from acute care and other facilities; and oxygen and related chronic therapy services in the home. AdaptHealth also provides hospice-focused HME services, wound therapy and nutritional HME services. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial payors. As of September 30, 2019, AdaptHealth serviced over one million patients annually in 49 states through its network of 189 locations in 35 states. Learn more at www.adapthealth.com. - 2 - AdaptHealth has identified a significant volume of potential acquisition opportunities and based on the current pipeline of acquisitions, believes it can add approximately $100 million of acquired revenue each year.
Forward-Looking Statements This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect", "should", "would", "plan", "predict", "potential", "seem", "seek", "future", "outlook", and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed transaction. These statements are based on various assumptions and on the current expectations of DFB and AdaptHealth management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DFB and AdaptHealth. These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which AdaptHealth may become a party or governmental investigations to which AdaptHealth may become subject that could interrupt or limit AdaptHealth's operations, result in adverse judgments, settlements or fines and create negative publicity; changes in AdaptHealth's clients' preferences, prospects and the competitive conditions prevailing in the healthcare sector; those factors discussed in the definitive proxy statement filed by DFB under the heading "Risk Factors", and other documents of DFB filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DFB nor AdaptHealth presently know or that DFB and AdaptHealth currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DFB's and AdaptHealth's expectations, plans or forecasts of future events and views as of the date of this press release. DFB and AdaptHealth anticipate that subsequent events and developments will cause DFB's and AdaptHealth's assessments to change. However, while DFB and AdaptHealth may elect to update these forward-looking statements at some point in the future, DFB and AdaptHealth specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DFB's and AdaptHealth's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. - 3 -
CONTACTS: DFB Healthcare Chris Wolfe (212) 769-4546 chris.wolfe@dfbhealthcare.com AdaptHealth Holdings Brittany Lett (909) 915-4983 blett@adapthealth.com Investor Relations The Equity Group Inc. Devin Sullivan Senior Vice President dsullivan@equityny.com (212) 836-9608 Kalle Ahl, CFA Vice President kahl@equityny.com (212) 836-9614 - 4 -

text: DFB HEALTHCARE ACQUISITIONS CORP.

text: ADAPTHEALTH HOLDINGS LLC

text: DFB Healthcare Acquisitions Corp.

label: fund

text: Deerfield Management

text: AdaptHealth Holdings LLC


text:
EX-99.2
4
h20999exv99w2.txt
PRESS RELEASE DATED DECEMBER 15, 2004
EXHIBIT 99.2
[CENTERPOINT ENERGY LOGO] For more information, contact:
MEDIA:
FLOYD LEBLANC
Phone 713.207.7125
INVESTORS:
MARIANNE PAULSEN
Phone 713.207.6500
FOR IMMEDIATE RELEASE Page 1 of 1
CENTERPOINT ENERGY COMPLETES SALE OF FOSSIL GENERATION
Proceeds of $2.231 billion will be used primarily to pay down debt
HOUSTON - DECEMBER 15, 2004 - CenterPoint Energy, Inc. (NYSE: CNP)
announced today that its subsidiary Texas Genco Holdings, Inc. completed the
sale of its fossil generation assets (coal, lignite and gas-fired plants) to
Texas Genco LLC, formerly known as GC Power Acquisition LLC. In this first step
of a two-step transaction, CenterPoint Energy received cash proceeds from the
sale of $2.231 billion. CenterPoint Energy intends to use the proceeds primarily
to repay outstanding indebtedness.
This sale completes the first step of the transaction announced in July
in which Texas Genco LLC will acquire CenterPoint Energy's wholesale electric
power generation company. Texas Genco LLC is owned in equal parts by affiliates
of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co.
L.P. and Texas Pacific Group.
"The sale enables CenterPoint Energy to reduce its debt and concentrate
on its energy delivery businesses", said David M. McClanahan, president and
chief executive officer of CenterPoint Energy. "Of course it's hard for us at
CenterPoint Energy to let go of a business that has been a part of our company
for so many years. But under the plan we developed in response to the 1999 Texas
electric restructuring law, it is time for CenterPoint Energy to take this
step."
In the second step of the transaction, Texas Genco LLC will acquire
Texas Genco Holdings for an additional cash payment of $700 million. At that
time Texas Genco Holdings' principal remaining asset will be its ownership
interest in the South Texas Project nuclear generating facility. That step is
expected to take place in the first half of 2005 following receipt of approval
by the Nuclear Regulatory Commission. Total cash proceeds to CenterPoint Energy
from both steps of the transaction are expected to be approximately $2.931
billion, representing a price to CenterPoint Energy of $45.25 per share for its
ownership interest in Texas Genco Holdings.
CenterPoint Energy was advised on the transaction by Citigroup Global
Markets Inc., Baker Botts L.L.P. and Day, Berry & Howard LLP. The special
committee of independent directors of Texas Genco Holdings was advised by RBC
Capital Markets Corporation and Haynes and Boone, LLP. Texas Genco LLC was
-more-
EXHIBIT 99.2
[CENTERPOINT ENERGY LOGO] For more information, contact:
MEDIA:
FLOYD LEBLANC
Phone 713.207.7125
INVESTORS:
MARIANNE PAULSEN
Phone 713.207.6500
FOR IMMEDIATE RELEASE Page 2 of 2
advised by Goldman Sachs, Deutsche Bank and Morgan Stanley and the law firms
Simpson Thacher & Bartlett LLP, Stroock & Stroock & Lavan LLP, Vinson & Elkins
LLP and Balch & Bingham LLP.
This news release includes forward-looking statements. Actual events
and results may differ materially from those projected. The statements in this
news release regarding future events and other statements that are not
historical facts are forward-looking statements. Factors that could affect
actual results include the satisfaction of certain closing conditions relating
to the future transactions described in this release, the timing and impact of
future regulatory decisions, and other factors discussed in CenterPoint Energy's
and Texas Genco Holdings' Form 10-Ks for the period ended December 31, 2003,
Form 10-Qs for the periods ended March 31, 2004, June 30, 2004, and September
30, 2004 and other filings with the Securities and Exchange Commission.
###

text: CENTERPOINT ENERGY

text: CENTERPOINT ENERGY

text: CenterPoint Energy, Inc.

text: Texas Genco Holdings, Inc.

text: Texas Genco LLC

text: CenterPoint Energy

text: CenterPoint Energy

text: Texas Genco LLC

text: CenterPoint Energy

text: Texas Genco LLC

text: CenterPoint Energy

text: CenterPoint Energy

text: CenterPoint Energy

text: CenterPoint Energy

text: Texas Genco LLC

text: Texas Genco Holdings

text: Texas Genco Holdings

text: CenterPoint Energy

text: CenterPoint Energy

text: Texas Genco Holdings

text: CenterPoint Energy

text:
Citigroup Global
Markets Inc.

text: Baker Botts L.L.P.

text: Day, Berry & Howard LLP

text: Texas Genco Holdings

text:
RBC
Capital Markets Corporation

text: Haynes and Boone, LLP

text: Texas Genco LLC

text: CENTERPOINT ENERGY

text: Goldman Sachs

text: Deutsche Bank

text: Morgan Stanley

text: Simpson Thacher & Bartlett LLP,

text: Stroock & Stroock & Lavan LLP

text:
Vinson & Elkins
LLP

text: Balch & Bingham LLP

text: CenterPoint Energy

text: Texas Genco Holdings


text:
EX-99
2
pressrelsaleofbaileystreet.txt
PRESS RELEASE FOR SALE OF BAILEY STREET
FOR FURTHER INFORMATION CONTACT:
ELAINE D. CROWLEY
SR. VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
(817) 347-8200
THE BOMBAY COMPANY, INC. ANNOUNCES SALE
OF BAILEY STREET ASSETS
FOR IMMEDIATE RELEASE - JUNE 1, 2005
FORT WORTH, TEXAS - The Bombay Company, Inc. (NYSE-BBA) announced
today that it has completed the sale of a substantial portion of the assets
of Bailey Street Trading Company, a wholly-owned subsidiary involved in the
wholesale distribution of a proprietary line of accent furniture, to Bailey
Street Holding Company, a newly formed corporation comprised primarily of
management. Under the terms of the agreement dated May 27, 2005, Bombay
received $4.7 million in cash in return for $1.1 million in accounts
receivable and $2.3 million of inventories as well as intellectual property,
equipment, and facilities associated with the business. Bailey Street
Holding Company will also assume certain normal operating liabilities
associated with the operations. The purchase price is subject to minor
adjustments and the agreement requires Bombay to provide certain transition
services for up to one year. Bombay expects to liquidate the remaining
inventories not included in the sale through its retail and Internet
channels. This transaction will result in a one-time, non-cash charge of
approximately $1.2 to $1.4 million relating to the costs of exiting the
distribution center utilized by Bailey Street.
James D. Carreker, Chairman and Chief Executive Officer, noted, "We are
pleased to have been able to complete this sale and the structure allows us
to maximize the cash realized by exiting this business. Since the beginning
of the fiscal year and through the ongoing liquidation of the remaining
inventory, we expect to generate approximately $10 million. Exiting the
business will allow Bombay to focus on its retail operations and will help
provide the liquidity needed to continue the Company's strategy to migrate
from mall to off-mall locations and improve the overall strength of the
balance sheet".
Gregory J. Waylock, Chief Executive Officer of Bailey Street Holding
Company, commented, "We are proud of what Bailey Street has accomplished
under Bombay's guidance and are very happy to have the transaction
completed. We are investing in new product development, maintaining our
relationships with our overseas sources, and will continue to focus on
providing outstanding value and service to our customers".
The Bombay Company, Inc. designs, sources and markets a unique line of
home accessories, wall d{e'}cor and furniture through 496 retail outlets,
specialty catalogs and the internet in the U.S. and internationally.
Any statements in this press release that may be considered forward-
looking statements are subject to risks and uncertainties that could cause
actual results to differ materially. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Those risks are described in the
Company's public announcements, reports to stockholders and SEC filings,
including but not limited to Reports on Forms 10-K, 8-K and 10-Q, copies of
which are available from the SEC or may be obtained upon request from the
Company. The Company undertakes no obligation to revise the forward-looking
statements contained therein to reflect events or circumstances after the
date hereof as a result of new information, future events or otherwise.
****

text: THE BOMBAY COMPANY, INC.

text: The Bombay Company, Inc.

text:
Bailey
Street Holding Company

text: Bombay

text:
Bailey Street
Holding Company

text: Bombay

text: Bombay

text: James D. Carreker

text: Bombay

text: Gregory J. Waylock

text:
Bailey Street Holding
Company

text: Bombay

text: The Bombay Company, Inc.


text:
EX-99.1
3
g082430_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Mechanical
Technology Announces Completion of Soluna Computing Acquisition and Special Shareholder Meeting Results
Adds
300 MW Pipeline Under LOI; Monetizing Wasted Renewable Energy Production from Wind & Solar Farm Owners
ALBANY,
N.Y., November 2, 2021 -
Mechanical Technology, Incorporated ("MTI" or the "Company"), (NASDAQ:
MKTY),
the parent company of EcoChain, Inc. ("EcoChain"), a cryptocurrency mining
business powered by renewable energy, and MTI Instruments, Inc. ("MTI Instruments"), a test and measurement instruments
and systems business,
today announced
that it has completed the acquisition of Soluna
Computing, Inc.
("SCI"), which now becomes
a wholly-owned subsidiary
of EcoChain. The combination allows SCI to more easily access capital and resources necessary to scale its renewable energy-powered
data center solution more quickly and efficiently. MTI will shortly change its name to "Soluna Holdings, Inc".
With
the closing of the transaction, MTI gains access to all of SCI's assets, including its 300MW (megawatt) pipeline that is
currently under letters of intent ("LOI"), bringing EcoChain's combined total to 350MW, with over 200MW more
under active development. Additionally, EcoChain has now directly employed or retained SCI's top-tier technical and management
team, bringing expertise in project development, energy markets, project finance and computing technology. Additionally,
the Board of Directors of MTI elected John Belizaire, who served as Chief Executive Officer and a director of SCI until its acquisition
by EcoChain, and who now serves as President and Chief Executive Officer of EcoChain, and John Bottomley, a director of SCI until
the acquisition, to the MTI Board.
Michael
Toporek, CEO of MTI, stated,
"We are extremely excited to announce the closing of
the SCI acquisition as we enter our next growth phase. This is clearly a monumental event for the Company and brings MTI into
the ranks with its larger peer group
based on its development pipeline
. As we continue
to execute and build out 100MW to 150MW of our pipeline and managing 4 Exhash in total next year, we look forward to commanding
a proper valuation".
Financial
Highlights
MTI
continues to develop its business in a capital-efficient fashion with the acquisition of SCI. MTI is issuing consideration to
SCI as value is received to prevent any earnings dilution. Certain terms of the transaction are summarized below:
●
92%
of total consideration is contingent upon projects coming online
●
Up
to 2,970,000 shares of MTI common stock to be issued based on building out an additional
150MW:
o
Contingent
shares are not issued, escrowed or outstanding at closing
o
For
earnings per share calculations, the number of shares outstanding only changes when revenues
are about to increase from a project coming online
In
addition, as the result of the approval by MTI's stockholders of the issuance of such shares at its special meeting of stockholders,
discussed below, pursuant to the Termination Agreement dated as of August 11, 2021, by and among MTI, EcoChain, and Harmattan
Energy, Ltd. ("HEL"), on November 5, 2021, MTI will issue to HEL 150,000 shares of its common stock and EcoChain will
pay HEL $725,000 and reimburse HEL $75,000 for transaction-related fees and expenses, and the existing Operating and Management
Agreements between HEL and EcoChain will be terminated.
On
October 29, 2021, MTI held a special meeting of its stockholders. There were 9,235,589 shares of MTI common stock represented
in person or by proxy at the special meeting, constituting approximately 72.72% of the outstanding shares of MTI common stock
on August 30, 2021, the record date for the special meeting, establishing a quorum.
About
MTI
MTI
is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through EcoChain, MTI develops cryptocurrency mining facilities
powered by renewable energy that integrate with the blockchain network. Through MTI Instruments, MTI is engaged in the design,
manufacture and sale of test and measurement instruments and systems that use a comprehensive array of technologies to solve complex,
real-world applications in numerous industries. Those include manufacturing, electronics, semiconductor, solar, commercial and
military aviation, automotive and data storage. For more information about MTI, please visit
https://www.mechtech.com
.
Forward
Looking Statements
Certain
statements in this press release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking
statements reflect management's current expectations, as of the date of this press release, and are subject to certain risks
and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking
statements. Actual results could differ materially from those expressed or implied by such forward-looking statements as a result
of various factors, including, but not limited to: (1) those risk factors set forth in the Company's Registration Statement
on Form S-1 (File No. 333-257300), as amended; and (2) other risks and uncertainties that may be detailed from time to time in
MTI's reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking
statements.
Contact
Information:
Lisa
Brennan
lbrennan@mtiinstruments.com
Investor
Relations:
Kirin
Smith, President
PCG Advisory, Inc.
Ksmith@pcgadvisory.com

text:
Mechanical
Technology

text: Soluna Computing

text: Mechanical Technology

text:
Soluna
Computing, Inc.

text: SCI

text: SCI

text: SCI

text: SCI

text: SCI

text: SCI

text:
Michael
Toporek

text: SCI

text: SCI

text: SCI

text:
Kirin
Smith


text:
EX-99
3
exh99-1.txt
99.1
Exhibit 99.1
IVI COMMUNICATIONS, INC. ANNOUNCES THE ACQUISITION OF NORTH CAROLINA ISP
Los Angeles, California, February 2, 2005 PR Newswire-First Call- IVI
Communications, Inc. (OTC Pink Sheets: IVCM-NEWS) announced today that the
Company has completed the acquisition of AppState.net, an Internet Service
Provider located in Boone, NC.
AppState, (www.appstate.net) was founded in July 1999 to serve the students of
Appalachian State University, with an enrollment of 14,000, as well as business
and residential customers of Boone, with a population of 13,472. IVCM acquired
AppState from Internet Business Consultants (IBC) after utilizing the Boone
market and its student population in a joint test market exercise to design the
fixed wireless broadband Internet access service that IVCM will market under a
national brand.
Nyhl Henson, CEO of IVI Communications stated, "This acquisition marks the
launch of our business plan that calls for the acquisition of small locally
branded dialup ISPs in strategic tier-three markets across America to facilitate
the deployment of a nationally branded fixed wireless broadband network. There
is pent up demand for broadband Internet access throughout rural and underserved
America that we plan to serve".
Jim Hollis, President of IBC, who was recently honored by Part-15.org as its
Wireless Internet Service Provider Consultant of the Year, stated that, "The
acquisition of AppState by IVCM allows each organization to focus on what it
does best; IVCM has the necessary expertise to operate locally branded ISPs
while IBC can now focus on its core business, which is to engineer, install, and
support revenue generating and cost reducing wireless applications and
solutions".
Charlie Roodenburg, COO of IVCM stated that "While AppState is currently
profitable, it has relatively low market share. IVCM management sees a
significant opportunity to increase revenue and profit through the expansion of
services and aggressive marketing with particular emphasis on our fixed wireless
broadband product".
IVCM is currently in negotiation with multiple acquisition candidates throughout
the United States that match the Company's criteria for dialup cash flow and
fixed wireless broadband potential.
About IVI Communications, Inc.
IVI Communications' first objective is to acquire up to 50,000 dialup
subscribers in strategic tier-three markets across America. IVCM will operate
the ISPs under the local brands but implement administrative centralization to
achieve economies of scale and to generate cash flow. In conjunction with the
acquisition of dialup ISPs, the Company will launch a nationally branded
wireless broadband service.
It is the Company's goal to grow up to 250,000 subscribers over the next three
years through both aggressive marketing and ISP acquisition. The Company plans
to significantly increase revenue through conversion of many of its dialup
customers to its nationally branded fixed wireless broadband service.
Safe Harbor
This release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934.
Statements contained in this release that are not historical facts may be deemed
to be forward-looking statements. Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ
materially from that projected or suggested herein due to certain risks and
uncertainties including, without limitation, ability to obtain financing and
regulatory and shareholder approvals for anticipated actions.
Contact:
IVI Communications, Inc.
6171 W. Century Blvd., Suite 130
Los Angeles, CA 90045
p 310-216-7740
f 310-216-7747
www.ivn.net
-----------
Source: IVI Communications, Inc.

text: IVI COMMUNICATIONS, INC.

text:
IVI
Communications, Inc.

text: IVCM

text: Internet Business Consultants

text: IVCM

text: Nyhl Henson

text: Jim Hollis

text: IVCM

text: IVCM

text: Charlie Roodenburg

text: IVCM

text: IVCM

text: IVCM

text: IVI Communications, Inc.

text: IVCM

text: IVI Communications, Inc.

text: IVI Communications, Inc.


text:
EX-99.1
2
a05-16433_4ex99d1.htm
EX-99.1
Exhibit 99.1
PRIMEDIA Completes Sale of Business
Information Segment
NEW
YORK, NY (October 3, 2005) -
PRIMEDIA Inc. (NYSE: PRM) announced today
that it has completed the sale of PRIMEDIA Business Information to PBI Media
Holdings, Inc., an entity controlled by Wasserstein & Co., LP
through its U.S. Equity Partners II, LP investment partnership.
About
PRIMEDIA
PRIMEDIA is the leading targeted media company in the United States. With 2004
revenue of $1.1 billion, its properties comprise over 135 brands that connect
buyers and sellers through print publications, websites, events, newsletters
and video programs in three market segments:
.
Enthusiast Media is the #1 special
interest publisher magazine publisher in the U.S. with more than 120 consumer
magazines, 115 websites, 100 events, 10 TV programs, 340 branded products, and
has such well-known brands as Motor Trend, Automobile, Creating Keepsakes,
In-Fisherman, Power & Motoryacht, Hot Rod, Snowboarder, Stereophile
and Surfer.
.
Consumer Guides is the #1 publisher and
distributor of free consumer guides in the U.S. with Apartment Guide, Auto
Guide and New Home Guide, distributing free consumer publications through its
proprietary distribution network, DistribuTech, in more than 49,000 locations.
.
Education includes Channel One, a
proprietary network to secondary schools; Films Media Group, a leading source
of educational videos; and Interactive Medical Network, a continuing medical
education business.
Contact:
(Investors) Eric Leeds, PRIMEDIA Inc., 212-745-1885
(Media)
Elliot Sloane, Sloane and Company, 212-446-1860, esloane@sloanepr.com

text: PRIMEDIA

text: PRIMEDIA Inc.

text: PRIMEDIA Business Information

text:
PBI Media
Holdings, Inc.

text: PRIMEDIA

text: PRIMEDIA

text: PRIMEDIA Inc.


text:
EX-99.2
7
exhibit992.htm
EXHIBIT 99.2
WebFilings | EDGAR view
Unaudited Pro Forma Financial Statements
The following Unaudited Pro Forma Financial Statements give effect to the sale of Striant® testosterone buccal system ("Striant") to Actient Pharmaceutical LLC ("Striant Sale") on April 20, 2011, and are based upon our audited financial statements for the fiscal year ended December 31, 2010, and the related notes and certain estimates, adjustments and assumptions that our management believes to be reasonable. The unaudited pro forma statement of operations for the fiscal year ended December 31, 2010 is presented as if the Striant Sale were completed as of January 1, 2010, and the unaudited pro forma balance sheet at December 31, 2010 is presented as if the Striant Sale were consummated at December 31, 2010. The Unaudited Pro Forma Financial Statements include adjustments to reflect the effects of the Striant Sale, including receipt of the up-front cash payment of $3.1 Million, transfer of on-hand inventory and recognition of gain. After closing we will no longer be involved with the manufacture, commercialization or marketing of Striant for the United States.
Pro forma information is intended to provide investors with information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements, illustrating the scope of the change in the historical financial position and results of operations. The adjustments made to historical financial information give effect to events that are directly attributable to the Asset Sale, factually supportable, and expected to have a continuing impact. The Unaudited Pro Forma Financial Statements are prepared in accordance with Article 11 of Regulation S-X.
The Unaudited Pro Forma Financial Statements set forth below are not fact and there can be no assurance that our actual results will not differ significantly from those set forth below or that the impact of the Striant Sale will not differ significantly from those presented below. Accordingly, the Unaudited Pro Forma Financial Statements are presented for illustrative purposes only and do not purport to represent, and are not necessarily indicative of, what our actual financial position and results of operations would have been had the Striant Sale occurred on the dates indicated, nor are they indicative of our future financial position or results of operations. Readers of this 8-K are cautioned not to place undue reliance on such information and no one makes any representation regarding the information set forth below or our ultimate performance compared to it.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2010
For the year ended December 31, 2010
Pro Forma
Historical Columbia Laboratories, Inc
Pro Forma Adjustments (1)
Pro Forma
Net Product Revenues
$
27,046,730
$
(1,189,400
)
)
$
25,857,330
Royalty Revenues
1,252,382
-
1,252,382
Other Revenues
17,377,185
-
17,377,185
NET REVENUES
45,676,297
(1,189,400
)
)
44,486,897
COST OF REVENUES
9,020,901
(149,795
)
)
8,871,106
Gross profit
36,655,396
(1,039,605
)
)
35,615,791
OPERATING EXPENSES:
Selling and Distribution
9,661,026
(263,467
)
)
9,397,559
General and administrative
14,716,339
-
14,716,339
Research and development
8,581,874
-
8,581,874
Amortization of acquired intangible assets
2,522,364
-
2,522,364
Total operating expenses
35,481,603
(263,467
)
)
35,218,136
Income from Operations
1,173,793
(776,138
)
)
397,655
Interest income
28,843
-
28,843
Interest Expense
(4,837,688
)
)
-
(4,837,688
)
)
Loss on debt extinguishment
(5,156,775
)
)
-
(5,156,775
)
)
Change in fair value of redeemable warrants
(7,961,939
)
)
-
(7,961,939
)
)
Change in fair value of stock warrants
(5,229,089
)
)
-
(5,229,089
)
)
Other, net
(323,242
)
)
-
(323,242
)
)
(23,479,890
)
)
-
(23,479,890
)
)
Net loss before income tax
(22,306,097
)
)
(776,138
)
)
(23,082,235
)
)
State income tax benefits
475,415
-
475,415
Net loss
$
(21,830,682
)
)
(776,138
)
)
$
(22,606,820
)
)
LOSS PER COMMON SHARE
BASIC AND DILUTED
$
(0.30
)
)
$
(0.31
)
)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED
73,462,937
73,462,937
(1
)
Represents the unaudited net revenues and direct expenses for Striant for the year ended December 31, 2010
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2010
As of December 31, 2010
Historical Columbia Laboratories, Inc
Pro Forma Adjustments (2)
Pro Forma
CURRENT ASSETS
Cash and cash equivalents of which $8,245,818 is interest bearing
$
21,630,979
$
3,100,000
$
24,730,979
Accounts receivable, net of allowances for doubtful accounts of $100,000
4,141,026
-
4,141,026
Inventories
2,586,207
(408,153
)
)
2,178,054
Prepaid expenses and other current assets
497,947
-
497,947
Total current assets
28,856,159
2,691,847
31,548,006
PROPERTY AND EQUIPMENT, Net
518,542
-
518,542
OTHER ASSETS
484,141
-
484,141
TOTAL ASSETS
$
29,858,842
$
2,691,847
$
32,550,689
CURRENT LIABILITIES:
Accounts payable
$
5,393,966
$
-
$
5,393,966
Accrued expenses
4,491,074
-
4,491,074
Deferred Revenue
16,974,383
-
16,974,383
Total Current Liabilities
26,859,423
-
26,859,423
DEFERRED REVENUE
154,187
-
154,187
REDEEMABLE WARRANTS
13,471,832
-
13,471,832
COMMON STOCK WARRANT LIABILITY
9,286,906
-
9,286,906
TOTAL LIABILITIES
49,772,348
-
49,772,348
COMMITMENTS AND CONTINGENCIES
Contingently Redeemable Series C PS Stock 600 shares issued and outstanding
600,000
-
600,000
Shareholders' deficiency
(20,513,506
)
)
2,691,847
(17,821,659
)
)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
29,858,842
$
2,691,847
$
32,550,689
(2
)
Represents the receipt of the $3.1 Million up-front payment, sale of Striant inventory on-hand at December 31, 2010 of $408,153 and corresponding gain on sale of $2,691,847
The pro forma information set forth above is based on currently available information and upon certain assumptions that our management believes to be reasonable. We do not intend to update or otherwise revise such pro forma information to reflect circumstances existing after the date when such pro forma information was prepared or to reflect the occurrence of future events even in the event that any of the assumptions underlying such pro forma information are shown to be in error. The pro forma information set forth above is not fact and there can be no assurance that our actual results will not differ significantly from such pro forma information. Accordingly, such pro forma information is not intended to be indicative of our future results of operations or results that might be achieved, and you should not rely on such pro forma information as being indicative of our future results.
The pro forma information set forth above is a "forward-looking statement" within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to risks and uncertainties. Readers of this 8-K are cautioned not to place undue reliance on such pro forma information and no one makes any representation regarding such pro forma information or our ultimate performance compared to it.

text: Striant

text: Striant

text: Actient Pharmaceutical LLC

text: Striant

text: Striant

text: Striant

text: Striant

text: Striant

text: Striant

text: Striant

text: Striant

text: Striant


text:
EX-99.1
10
live-ex991_31.htm
EX-99.1
live-ex991_31.htm
Exhibit 99.1
Live Ventures Acquires 72-Year Old Independent Steel Manufacturer Precision Marshall
Precision Marshall has been part of the Pittsburgh region's steel industry since 1948
and is a vital link in the nation's manufacturing supply chain
LAS VEGAS - July 15, 2020
- Live Ventures Incorporated (Nasdaq: LIVE), a diversified holding company, today announced the acquisition of Precision Industries, Inc., which does business as Precision Marshall, for approximately $31.5 million in cash. The Washington, Pennsylvania-based independent manufacturer of premium tool steels and specialty alloys was founded in 1948 and is a vital link in the nation's manufacturing supply chain. The company uses machine applications to transform raw steel into tool-and-die steels needed in the auto, appliance, aerospace and defense industries. Its reputation for quality products and reliable distribution is exemplified by its motto, "Value as Strong as Steel".
The acquisition of Precision Marshall is expected to increase Live Ventures' consolidated revenues by approximately $50 million per year.
Thomas Sedlak, who joined Precision Marshall in 2008 and has most recently served as Senior Vice President, has been elevated to Chief Executive Officer. All current employees are expected to be retained through the acquisition.
"We are delighted that Precision Marshall, a company that has thrived for more than 70 years, is joining the Live Ventures family", said Jon Isaac, President and CEO of Live Ventures. "Not only does Precision Marshall fit our strategy of acquiring profitable companies that have demonstrated a strong history of earnings power, they have the impressive history and talent we seek as well. Their comprehensive network of independent distributors impressively blankets the country".
Isaac noted that the acquisition also represents an excellent cultural fit. "Precision Marshall is a real home-town success story. Like all of our Live Ventures companies, Precision Marshall is rooted in the community where it contributes to the local economy and serves as a responsible corporate neighbor".
Precision Marshall was founded in the family garage in 1948 by Thomas R. Milhollan. Tom's son Jack Milhollan joined the company in 1973, became president and CEO, and guided the company to diversify products, invest in new technologies, and expand its distribution network. The company sells precision steel and alloy products exclusively through independent distributors. Throughout the years Jack, who is retiring, placed emphasis on building and retaining a dedicated, skilled workforce-the backbone of the company and key to its success.
2
Isaac paid tribute to the Milhollan family's leadership: "We congratulate Jack on all he has accomplished-the great company he guided-and we wish him happiness in the years ahead. We look forward to working with the Precision Marshall team as they grow their business and contribute to the success of Live Ventures".
Sedlak also praised the strategic rationale for the acquisition. "Live Ventures' diverse experience across industries, including its strength in manufacturing, makes it the perfect partner for this next stage of Precision Marshall. I look forward to leading this long-time business success story into the next decade and beyond".
For more information about Precision Marshall, please visit http://www.pmsteel.com.
About Live Ventures
Live Ventures Incorporated, originally incorporated in 1968, is a diversified holding company with several wholly owned subsidiaries and a strategic focus on acquiring profitable companies that have demonstrated a strong history of earnings power. Through its subsidiary Marquis Industries, the company manufactures and sells residential and commercial carpets primarily in North America. Marquis Industries also designs, sources and sells hard-surface flooring. Through its subsidiary Vintage Stock, an award-winning entertainment retailer, the company sells new and pre-owned movies, classic and current generation video games and systems, music on CD and LP, collectible comics, books, toys and more. Vintage Stock ships product worldwide directly to the customer's doorstep. Through its subsidiary Precision Industries, the company sells premium tool steels and specialty alloys. Through its subsidiary ApplianceSmart, the company sells new major household appliances in the United States through a company-owned retail store in Columbus, Ohio operating under the name ApplianceSmart®. All Live Ventures companies are rooted in their local communities where they contribute to the local economy and serve as responsible corporate neighbors.
Forward-Looking and Cautionary Statements
The use of the word "company" or "Company" refers to Live Ventures Incorporated and its wholly-owned subsidiaries. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the company's actual results. These forward-looking statements can be identified by terminology such as "will", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates" and similar statements. Live Ventures may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC") on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-
3
looking statements made by the company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (available at http://www.sec.gov). Live Ventures undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
Contact
:
Live Ventures Incorporated
Tim Matula, Investor Relations
(425) 836-9035
tmatula@liveventures.com
http://liveventures.com
# # #

text: Live Ventures

text: Precision Marshall

text: Precision Marshall

text: Live Ventures Incorporated

text: Precision Industries, Inc.

text: Precision Marshall

text: Precision Marshall

text: Live Ventures

text: Precision Marshall

text: Precision Marshall

text: Live Ventures

text: Jon Isaac

text: Live Ventures

text: Precision Marshall

text: Precision Marshall

text: Live Ventures

text: Precision Marshall

text: Precision Marshall

text: Precision Marshall

text: Live Ventures

text: Live Ventures

text: Precision Marshall

text: Precision Marshall

text: Live Ventures

text: Live Ventures Incorporated

text: Live Ventures

text: Live Ventures Incorporated

text: Live Ventures

text: Live Ventures

text: Live Ventures Incorporated


text:
EX-99.2
4
tm206180d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Press Release
Investor Contact
:
Will Gabrielski
Senior Vice President, Investor Relations
213.593.8208
William.Gabrielski@aecom.com
Media Contact:
Brendan Ranson-Walsh
Vice President, Global Communications & Corporate Responsibility
213.996.2367
Brendan.Ranson-Walsh@aecom.com
AECOM advances its transformation into a
higher-returning and lower-risk Professional Services business with completed sale of its Management Services business
LOS ANGELES (February 3, 2020) -
AECOM
(NYSE:ACM), the world's premier infrastructure firm, today announced that it has successfully closed the sale of its Management
Services business to affiliates of American Securities LLC and Lindsay Goldberg LLC for a purchase price of $2.405 billion, subject
to customary cash, debt and working capital adjustments. Included in the purchase price is contingent purchase price of approximately
$150 million.
The completed sale, at a premium to AECOM's valuation,
accelerates AECOM's value creation strategy and advances its ongoing transformation and focus on its higher-returning and
lower-risk Professional Services business.
"We are pleased to complete this value-enhancing
transaction, which further hones our focus on our Professional Services business and we expect will enable us to accelerate debt
reduction and share repurchases", said Michael S. Burke, AECOM's chairman and chief executive officer. "On behalf
of our company, I thank the Management Services business and its talented employees for their tremendous contributions, and I am
confident in their ongoing success under the stewardship of Lindsay Goldberg and American Securities".
About AECOM
AECOM (NYSE:ACM) is the world's
premier infrastructure firm, delivering professional services across the project lifecycle - from planning, design and engineering
to consulting and construction management. We partner with our clients in the public and private sectors to solve their most complex
challenges and build legacies for generations to come. On projects spanning transportation, buildings, water, governments, energy
and the environment, our teams are driven by a common purpose to deliver a better world. AECOM is a Fortune 500 firm with revenue
of approximately $20.2 billion during fiscal year 2019. See how we deliver what others can only imagine at aecom.com and @AECOM.
Forward-Looking Statements
All statements in this communication
other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities
laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation,
risk profile and investment strategies, any statements regarding future economic conditions or performance, the expected financial
and operational results of AECOM, and expectations regarding AECOM's business or organization following the Management Services
transaction. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results
could differ materially from those projected or assumed in any of our forward-looking statements.
Important factors that could cause
our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained
in our forward-looking statements include, but are not limited to, the following: our business is cyclical and vulnerable to economic
downturns and client spending reductions; losses under fixed-price contracts; limited control over operations run through our joint
venture entities; liability for misconduct by our employees or consultants; failure to comply with laws or regulations applicable
to our business; maintaining adequate surety and financial capacity; high leverage and potential inability to service our debt
and guarantees; exposure to Brexit; exposure to political and economic risks in different countries; currency exchange rate fluctuations;
retaining and recruiting key technical and management personnel; legal claims; inadequate insurance coverage; environmental law
compliance and adequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and
third parties who may fail to satisfy their legal obligations; AECOM Capital real estate development projects; managing pension
cost; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the Management Services
transaction, including the risk that the expected benefits of the Management Services transaction or any contingent purchase price
will not be realized within the expected time frame, in full or at all, or that any purchase price adjustments could be unfavorable
or result in lower aggregate cash proceeds; the risk that costs of restructuring transactions and other costs incurred in connection
with the Management Services transaction will exceed our estimates or otherwise adversely affect our business or operations; as
well as other additional risks and factors that could cause actual results to differ materially from our forward-looking statements
set forth in our reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date
hereof. We do not intend, and undertake no obligation, to update any forward-looking statement.
###

text: Brendan Ranson-Walsh

text: AECOM

text: AECOM

text: American Securities LLC

override: fund

text: Lindsay Goldberg LLC

text: AECOM

text: AECOM

text: AECOM

text: AECOM

text: AECOM

text: AECOM

text: AECOM

text: AECOM

text: AECOM


text:
EX-99.1
2
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
Eagle Bulk Takes Delivery of M/V
Fairfield Eagle
STAMFORD, Conn., June 9, 2017 -- Eagle Bulk Shipping, Inc. (Nasdaq: EGLE) today announced that it has taken delivery of the M/V Fairfield Eagle, the fifth of nine Crown-63 Ultramax dry bulk sister vessels the Company acquired from Greenship Bulk Trust.
Gary Vogel, Eagle Bulk's CEO, commented, "The delivery of the M/V Fairfield Eagle, the fifth of nine ships acquired from Greenship Bulk Trust, highlights our ability to deliver on key strategic priorities, including fleet growth and renewal, as well as the continued development of our active owner-operator business model".
With the addition of the M/V Fairfield Eagle, the Eagle Bulk fleet currently consists of 45 vessels on the water, including seven Ultramax vessels with another four Ultramax vessels from Greenship Bulk Trust set to be delivered over the coming months.
About Eagle Bulk Shipping
Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in Stamford, Connecticut. Eagle Bulk owns one of the largest fleets of Supramax/Ultramax dry bulk vessels in the world. Supramax/Ultramax vessels, which are constructed with on-board cranes, range in size from approximately 50,000 to 65,000 dwt. The Company transports a broad range of major and minor bulk cargoes, including but not limited to coal, grain, ore, pet coke, cement and fertilizer, along worldwide shipping routes.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, the Company's forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company's financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Company Contact
Frank De Costanzo
Chief Financial Officer
Eagle Bulk Shipping Inc.
Tel. +1 203-276-8100
Media and Investor Contact
Jonathan Morgan or Alex Hinson
Perry Street Communications
212-741-0014
eagle@perryst.com

text: Eagle Bulk Shipping, Inc.

text: Greenship Bulk Trust

text: Greenship Bulk Trust

text: Greenship Bulk Trust


text:
EX-99.1
3
tm2023975d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Hilltop
Media Contact:
Align
Media Contact:
Ben Brooks | 214.252.4047
Kieran Sweeney | 619.333.2501
ben.brooks@hilltop-holdings.com
ksweeney@aligngeneral.com
Hilltop Investor Relations Contact:
Erik Yohe |
214.525.4634
eyohe@hilltop-holdings.com
Hilltop Holdings
Inc. Completes Sale of National Lloyds
Corporation to Align Financial Holdings,
LLC
DALLAS (July 1, 2020) - Hilltop Holdings Inc. (NYSE:
HTH) ("Hilltop") and Align Financial Holdings, LLC ("Align") today announced the completion of the sale
of Hilltop's wholly owned subsidiary, National Lloyds Corporation ("National Lloyds"), to Align on June 30.
The transaction, which was first announced in January 2020, closed following the receipt of required regulatory approvals
and the satisfaction of other customary closing conditions. Gross proceeds (before transaction expenses) at closing to Hilltop
from the transaction were approximately $154.1 million, subject to post-closing adjustments.
Dallas-based National Lloyds is a specialty property insurer
primarily serving owners of lower value homes and mobile homes. The company writes premiums through two subsidiaries, National
Lloyds Insurance Company and American Summit Insurance Company (the "Carriers"), and also has wholly owned agency and
services businesses, including Nalico General Agency (the "Agencies").
As part of its purchase of National Lloyds, Align concurrently
sold the Carriers to ReAlign Insurance Holdings, LLC ("ReAlign") in an all-cash transaction. ReAlign is an insurance
holding company formed by ReAlign Capital Strategies, LLC and other private investors. As part of the transaction, the Agencies
retained by Align, or their affiliates, have entered into various agreements with the Carriers to provide services, including acting
as a program underwriting manager and claims administrator for the Carriers.
"We are so proud of what National Lloyds has accomplished
during the past 13 years as a part of the Hilltop family", said Hilltop Holdings President and CEO Jeremy B. Ford. "We
will certainly miss working with the exceptional team that has helped National Lloyds continue to deliver strong financial results
as it has throughout the company's impressive 70-year history, but we are excited for them to embark on this new journey
with Align. I believe that Align's established platform and keen focus on the insurance industry will help take National
Lloyds to the next level".
"This strategic transaction will serve to further diversify
and scale Align's business; putting us on track to write close to $500 million of specialty premiums this year", said
Kieran Sweeney, CEO of Align. "National Lloyds is a leading underwriter of specialty personal property insurance and we are
delighted to welcome their high-quality team to Align. We look forward to working together to deliver new and enhanced product
solutions to their valued customers".
Piper Sandler & Co. acted as exclusive financial advisor
to Hilltop Holdings and Wachtell, Lipton, Rosen & Katz served as legal counsel to Hilltop Holdings in connection with
the transaction. Durham Jones & Pinegar, P.C. served as legal counsel to Align Financial Holdings in connection with the
transaction.
About Align Financial Holdings, LLC
Headquartered in San Diego, California, Align Financial Holdings,
LLC is an insurance holding company that was founded in 2003 and owns and operates leading specialist program underwriting managers.
The company's subsidiaries include: Align General Insurance Agency, LLC, a specialty casualty general insurance agency; Catalytic
Risk Managers & Insurance Agency, LLC, a leading independent program underwriting manager of property catastrophe insurance
products in the U.S.; and Deposit Choice, a national provider of surety bonds and insurance products to the multifamily housing
industry.
About ReAlign Insurance Holdings, LLC
ReAlign Insurance Holdings, LLC is a new insurance holding company
formed by ReAlign Capital Strategies, LLC and private investors to acquire and own broadly licensed admitted and non-admitted insurance
companies focused exclusively on the specialty program marketplace in the U.S.
About Hilltop Holdings Inc.
Hilltop Holdings is a Dallas-based
financial holding company. Its primary line of business is to provide business and consumer banking services from offices located
throughout Texas through PlainsCapital Bank. PlainsCapital Bank's wholly owned subsidiary, PrimeLending, provides residential
mortgage lending throughout the United States. Hilltop Holdings' broker-dealer subsidiaries, Hilltop Securities Inc. and
Hilltop Securities Independent Network Inc., provide a full complement of securities brokerage, institutional and investment banking
services in addition to clearing services and retail financial advisory. At March 31, 2020, Hilltop employed approximately
4,850 people and operated approximately 420 locations in 48 states. Hilltop Holdings' common stock is listed on the New York
Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com, PlainsCapital.com, PrimeLending.com,
and Hilltopsecurities.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of
the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking
statements include, but are not limited to, statements concerning such things as our plans, objectives, strategies, expectations
and intentions and other statements that are not statements of historical fact, and may be identified by words such as "anticipates,"
"believes", "could", "estimates", "expects", "forecasts", "goal,"
"intends", "may", "might", "plan", "probable", "projects,"
"seeks", "should", "target", "view" or "would" or the negative of these
words and phrases or similar words or phrases. For a discussion of factors that could cause our actual results to differ materially
from those described in the forward-looking statements, please see the risk factors discussed in our most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange
Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.
# # #

text: Align

text: Kieran Sweeney

text:
Hilltop Holdings
Inc.

text:
National Lloyds
Corporation

text:
Align Financial Holdings,
LLC

text: Hilltop Holdings Inc.

text: Align Financial Holdings, LLC

text: Align

text: National Lloyds Corporation

text: National Lloyds

text: Align

text: National Lloyds

text:
National
Lloyds

text: National Lloyds

text: Align

text: Align

text: National Lloyds

text: National Lloyds

text: Align

text: Align

text:
National
Lloyds

text: Align

text: Kieran Sweeney

text: Align

text: National Lloyds

text: Align

text: Piper Sandler & Co.

text: Wachtell, Lipton, Rosen & Katz

text: Durham Jones & Pinegar, P.C.

text: Align Financial Holdings, LLC

text:
Align Financial Holdings,
LLC

text: Align

text: Hilltop Holdings Inc.


text:
EX-99.1
2
v237094_ex99-1.htm
Unassociated Document
CONTACTS
From: Anthony J. DeFazio
For: Michael Happel, EVP and CIO
DeFazio Communications, LLC
American Realty Capital New York Recovery REIT, Inc.
tony@defaziocommunications.com
mhappel@arlcap.com
Ph: 484-532-7783
Ph: 212-415-6500
FOR IMMEDIATE RELEASE
American Realty Capital New York Recovery REIT Closes on Property
in Howard Beach, Queens, for $14 Million
New York, NY, October 12, 2011
- American Realty Capital New York Recovery REIT, Inc. (the "Company") announced today that it has closed on the purchase of a freestanding fee simple interest in a property containing a Duane Reade pharmacy located at 163-30 Cross Bay Boulevard in the Howard Beach neighborhood of Queens, New York, in a commercial corridor, for a purchase price, excluding closing costs, of $14.0 million. The Duane Reade property consists of a one-story building totaling approximately 9,767 rentable square feet that was built in 2008. The property is 100% leased to Duane Reade, which operates a chain of over 253 pharmacies throughout New York. The lease is guaranteed by Walgreen Co., which purchased Duane Reade in 2010 to expand its reach into the greater New York area.
"We are very pleased to have closed on this latest asset. We are happy to be buying this quality real estate with a long-term net lease to Duane Reade and a guaranty from Walgreen Co.", said Michael Happel, Chief Investment Officer and Executive Vice President for the Company. "We expect this property to generate a stable and growing income. This is the ninth property we've acquired in New York City and it complements our existing portfolio of commercial real estate well".
American Realty Capital New York Recovery REIT, Inc. is a publicly registered, non-traded real estate investment program that has commenced its initial public offering of up to 150 million shares of common stock, at a purchase price of $10 per share, for an aggregate offering amount of up to $1.5 billion. The Company intends to use the proceeds from the offering to acquire commercial real estate in New York City. The Company is offering its shares of common stock on a "best efforts" basis through its affiliate, Realty Capital Securities, LLC, the dealer manager of the offering.
A registration statement relating to the offering of these securities has been filed with the U.S. Securities and Exchange Commission and declared effective. The offering will be made only by means of a prospectus. Copies of the prospectus for the offering may be obtained by contacting: Realty Capital Securities, LLC, Three Copley Place, Suite 3300, Boston, MA 02116, Tel: 1-877-373-3522.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to the following risks: The failure to qualify or maintain the requirements to be taxed as a REIT would reduce the amount of income available for distribution and limit the Company's ability to make distributions to its stockholders. No public market initially exists for the Company's shares of common stock, and one may never exist for this or any other such type of real estate program. Securities are being offered on a best efforts basis. These are speculative securities and as such involve a high degree of risk. There are substantial conflicts among an offering and its sponsor, advisor, dealer manager and property manager. There is no assurance that the value of the real estate will be sufficient to return any portion of investors' original capital. Operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market and we cannot assure you that there will be growth in the value of the properties.
To arrange interviews with executives of American Realty Capital New York Recovery REIT, Inc. please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.

text: Duane Reade property


text:
EX-99.1
4
ex991-form8k_040717.htm
PRESS RELEASE DATED APRIL 7, 2017
ex991-form8k_040717.htm
EXHIBIT 99.1
For Immediate Release
Contact:
Standard Financial Corp.
Allegheny Valley Bancorp, Inc.
Timothy K. Zimmerman
Andrew W. Hasley
President & CEO
President & CEO
(412) 856-0363
(412) 781-0320
tzimmerman@standardbankpa.com
ahasley@avbpgh.com
Standard Financial Corp. and Allegheny Valley Bancorp, Inc.
Announce Completion of Merger
MONROEVILLE, PA and PITTSBURGH, PA, April 7, 2017 - Standard Financial Corp. (OTCQX: STND) ("Standard Financial"), the parent holding company for Standard Bank, PaSB ("Standard Bank") and Allegheny Valley Bancorp, Inc. (OTCQX: AVLY) ("Allegheny Valley Bancorp"), the parent holding company for Allegheny Valley Bank of Pittsburgh ("Allegheny Valley Bank"), jointly announced today the completion of the previously announced partnership of their financial institutions. Effective close of business on April 7, 2017, Allegheny Valley Bancorp merged into Standard Financial and Allegheny Valley Bank will merge into Standard Bank.
"We are very pleased that our merger of equals is now official. We are committed to making the operational conversion of the two banks seamless and hassle-free for our customers and employees", explains Timothy K. Zimmerman, who will lead the resulting company as Chief Executive Officer. "We believe the combined bank, with a laser-focus on our customers and the communities we serve, will make a noticeable and positive contribution to the region".
"We are excited to join these two storied franchises into one dynamic community bank. Standard Bank is poised to deliver enhanced products and service to our customers and communities and, we look forward to building upon Allegheny Valley Bank's historical success, while creating significant value for our shareholders", added Andrew W. Hasley, who will lead the resulting bank as President.
The conversion and consolidation of data processing platforms, systems and customer files is expected to occur in August 2017.
The closing will result in a community banking franchise with total assets of nearly $1.0 billion and 18 branches located throughout Southwestern Pennsylvania and Western Maryland. The united company will operate under the Standard Bank name while incorporating the Allegheny Valley Bank logo to provide both banks' customers with a sense of familiarity. The holding company will be re-branded as Standard AVB Financial Corp. The combined bank will be headquartered in Monroeville and its primary commercial banking hub will be located in Lawrenceville. Six members of the previous Allegheny Valley Bancorp board of directors will join the boards of Standard AVB Financial Corp. and Standard Bank, creating a board consisting of 13 members.
About Standard Financial Corp. and Standard Bank
Standard Financial Corp., with total assets of $488 million at December 31, 2016, is the parent company of Standard Bank, a Pennsylvania chartered savings bank which operates nine offices serving individuals and small to mid-sized businesses in Allegheny, Westmoreland and Bedford Counties, in Pennsylvania and Allegany County in Maryland. Standard Financial Corp. is traded on the OTCQX Exchange by OTC Markets Group under the symbol STND. Standard Bank is a member of the FDIC and an Equal Housing Lender. For more information about the company, please refer to its Web address,
https://www.standardbankpa.com/
Special Note Concerning Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as "believe", "expect", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should" or other similar expressions. All statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.
A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from forward-looking statements. These factors include, among others, the following: changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in our market area; changes in real estate market values in our market area; and changes in relevant accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

text: Standard Financial Corp.

text: Allegheny Valley Bancorp, Inc.

text: Standard Financial Corp.

text: Allegheny Valley Bancorp, Inc.

text: Standard Financial Corp.

text: Standard Financial

text: Standard Bank

text: Standard Bank

text: Allegheny Valley Bancorp, Inc.

text: Allegheny Valley Bancorp

text: Allegheny Valley Bank

text: Allegheny Valley Bank

text: Allegheny Valley Bancorp

text: Standard Financial

text: Allegheny Valley Bank

text: Standard Bank

text: Standard Bank

text: Allegheny Valley Bank

text: Standard Bank

text: Allegheny Valley Bank

text: Allegheny Valley Bancorp

text: Standard Bank

text: Standard Financial Corp.

text: Standard Bank

text: Standard Financial Corp.

text: Standard Bank

text: Standard Financial Corp.

text: Standard Bank


text:
EX-99.1
2
rrd75531_5026.htm
PRESS RELEASE DATED APRIL 6, 2005, ANNOUNCING THE SALE OF THE COMPANY'S KINGS MOUNTAIN MICA OPERATION.
CONTACT:
Julie Boland
Vice President, CFO and Treasurer
(216) 861-8941
OGLEBAY NORTON ANNOUNCES SALE OF ITS NORTH CAROLINA
MICA OPERATION
CLEVELAND, April 6, 2005 --
Oglebay Norton Company (OTCBB: OGBY) today announced that its Oglebay Norton Specialty Minerals, Inc. subsidiary has completed the sale of its Kings Mountain, North Carolina, mica operation to King's Mountain Mining LLC, an affiliate of Zemex Corporation for $15,000,000.
The company said it expects to complete the sale of its Velarde, New Mexico, mica facility before the end of 2005. Operations at Velarde have been suspended since September 2004. The company had previously announced its intent to sell the two mica operations as part of its plan to focus on its limestone, limestone fillers, lime, industrial sands and marine services businesses.
Zemex Corporation
is a leading producer of industrial minerals with facilities across the United States and Canada. Its products are used in a variety of commercial applications and are sold throughout North America, South America, Europe and Asia. Zemex is based in Atlanta.
Oglebay Norton Company, a Cleveland, Ohio-based company with a 150-year tradition of service, provides essential minerals and aggregates to a broad range of markets, from building materials and environmental remediation to the energy and metallurgical industries. For more information, see www.oglebaynorton.com
Safe Harbor Statement
Certain statements contained in this release are "forward-looking" in that they reflect management's expectations and beliefs regarding the future performance of the Company and its operating segments. Such forward-looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The Company believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made by or on behalf of the Company: (1) risks associated with the Company's
substantial indebtedness
, including whether the restructuring accomplished through the bankruptcy proceedings provided sufficient improvement to the Company's financial position and provided adequate liquidity; (2) the Company's ability to maintain its cost reduction initiatives; (3) weather conditions, particularly in the Great Lakes region, flooding, and/or water levels; (4) natural disasters, equipment failures or other unexpected events; (5) fluctuations in the price or availability of energy, fuel, oil and freight transportation; (6) fluctuations in integrated steel production in the Great Lakes region; (7) the development or acquisition of additional industrial mineral reserves; (8) costs associated with maintenance of the Company's vessels; (9) fluctuations in Great Lakes and Mid-Atlantic construction activity; (10) economic conditions in California or population growth rates in the Southwestern United States; (11) the outcome of periodic negotiations of labor agreements; (12) changes in the demand for the Company's products due to changes in technology; (13) the Company's ability to compete effectively in its markets; (14) the loss, insolvency or bankruptcy of major customers or debtors; (15) changes in law adverse to the Company, including laws relating to asbestos litigation; (16) an increase in the number and cost of asbestos and silica product liability claims filed against the Company and its subsidiaries and determinations by a court or jury against the Company's interest; (17) current and future regulations imposed on the Company and its customers' businesses; (18) difficulty in hiring sufficient staff that is appropriately skilled and licensed, particularly for the Company's vessel operations; (19) the insolvency of insurers, the effects of any coverage litigation with insurers or adequacy of insurance; (20) additional risk factors that may affect the Company's results identified under the caption "Risk Factors" in the S-1 Registration Statement of the Company originally filed with the Securities and Exchange Commission on January 27, 2005.
# # #

text: Julie Boland

text: OGLEBAY NORTON

text: Oglebay Norton Company

text: Oglebay Norton Specialty Minerals, Inc.

text: King's Mountain Mining LLC

text: Zemex Corporation

text: Zemex Corporation

text: Oglebay Norton Company