text:
EX-99.1
4
a11-32464_1ex99d1.htm
EX-99.1
Exhibit 99.1
Contact:
Frank Semple, Chairman, President and
CEO Nancy Buese, Senior VP and CFO
Contact:
John Raymond, Managing Partner &CEO Jeff Rawls, Managing Director
Dan Campbell
, VP of Finance/Treasurer
Patrick Wade, Managing Director
Phone:
(866) 858-0482
Phone
(713) 579-5000
E-mail
investorrelations@markwest.com
MarkWest Energy Partners Completes Acquisition
of Remaining 49% Interest in Liberty Joint Venture
DENVER-December 29-MarkWest Energy Partners, L.P. (NYSE: MWE) and The Energy & Minerals Group (EMG) today announced the closing of the previously announced acquisition by MarkWest of the 49 percent interest in MarkWest Liberty Midstream & Resources, LLC held by EMG.
The acquisition consideration included approximately $1.0 billion of cash and the issuance of 19.95 million unregistered MWE Class B Units to EMG. MarkWest expects that on a DCF per unit basis, the acquisition is immediately accretive in 2012 and would be up to 6 percent accretive in 2013 and beyond.
MarkWest and EMG are also entering into a new Utica Shale midstream joint venture to develop significant natural gas processing and NGL fractionation, transportation, and marketing infrastructure in eastern Ohio beginning in 2012. Under the terms of the Utica joint venture, EMG will fund a majority of the initial capital expenditures required to develop the Utica midstream infrastructure. MarkWest and EMG expect to issue a press release in January 2012 with additional details regarding the Utica joint venture and its planned activities in the Utica Shale.
"We are very pleased to complete the acquisition of EMG's interest in the Liberty joint venture", said Frank Semple, Chairman, President and Chief Executive Officer of MarkWest. "The Liberty joint venture has been very successful in leveraging its first-mover advantage to become the largest provider of world-class midstream infrastructure critical to the development of the liquids-rich area of the Marcellus. Given the quality and compelling producer economics of the Marcellus shale, we anticipate significant additional growth in our producers' volumes and our midstream assets for years to come. We are also pleased to be forming a joint venture with EMG to develop integrated midstream infrastructure in the liquids-rich corridor of the Utica Shale and look forward to providing more details in early 2012".
"We are pleased to announce the completion of the sale of EMG's interest in the Liberty joint venture to MarkWest", stated John Raymond, Managing Partner and CEO of EMG. "By virtue of this transaction, MarkWest has captured the strategic value associated with the consolidated interest in the joint venture and EMG will become a significant equity owner of MarkWest. As also previously announced, we look forward to leveraging the expertise of EMG and MarkWest to jointly develop a fully integrated system to maximize the value of the liquids-rich natural gas production of the Utica shale".
Morgan Stanley & Co. LLC acted as the exclusive financial advisor and Vinson & Elkins LLP served as legal counsel to MarkWest in connection with the transaction.
1
Citigroup acted as the exclusive financial advisor and Locke Lord LLP served as legal counsel to EMG in connection with the transaction.
###
About MarkWest Energy Partners
MarkWest Energy Partners, L.P. is a master limited partnership engaged in the gathering, transportation, and processing of natural gas; the transportation, fractionation, marketing, and storage of natural gas liquids; and the gathering and transportation of crude oil. MarkWest has extensive natural gas gathering, processing, and transmission operations in the southwest, Gulf Coast, and northeast regions of the United States, including the Marcellus Shale, and is the largest natural gas processor and fractionator in the Appalachian region.
About The Energy & Minerals Group
The Energy & Minerals Group is the management company for a series of private equity funds totaling in excess of $3.3 billion of commitments. EMG focuses exclusively on making direct investments across the natural resources industry in conjunction with experienced management teams focused on hard assets that are integral to existing and growing markets. For additional information on EMG, please contact John Raymond at 713-579-5000.
This press release includes "forward-looking statements." All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although MarkWest believes that the expectations reflected in the forward-looking statements are reasonable, MarkWest can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports MarkWest files with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2010, and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2011, and September 30, 2011. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." MarkWest does not undertake any duty to update any forward-looking statement except as required by law.
2

text: Frank Semple

text: John Raymond

text: Jeff Rawls

text: Dan Campbell

text: Patrick Wade

text: MarkWest Energy Partners

override: organization

text: The Energy & Minerals Group

text: EMG

override: fund

text: MarkWest

text: EMG

text: EMG

text: MarkWest

text: MarkWest

text: EMG

text: EMG

text: MarkWest

text: EMG

text: EMG

text: Frank Semple

text: MarkWest

text: EMG

text: EMG

text: MarkWest

text: John Raymond

text: EMG

text: MarkWest

text: EMG

text: MarkWest

text: EMG

text: MarkWest

text: Morgan Stanley & Co. LLC

text: Vinson & Elkins LLP

text: MarkWest

text: Citigroup

text: Locke Lord LLP

text: EMG

text: MarkWest Energy Partners

text: MarkWest Energy Partners

text: MarkWest

text: The Energy & Minerals Group

text: The Energy & Minerals Group

text: EMG

text: EMG

text: John Raymond

text: MarkWest

text: MarkWest

text: MarkWest

text: MarkWest


dataset: buster

text:
EX-99.1
2
exhibit99-1.htm
PRESS RELEASE
Sterling Group Ventures, Inc - Exhibit 99.1
Exhibit 99.1 PRESS RELEASE
STERLING COMPLETES ACQUISITION OF CHINA PHOSPHATE COMPANY
VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 07/11/2011
Sterling Group Ventures, Inc. (OTCQB: SGGV)(FRANKFURT: GD7) ("Sterling") is pleased to advise that it has now received all required approvals from Chinese authorities for the completion of its acquisition of Chenxi County Hongyu Mining Co. Ltd. ("Hongyu"). 10,000,000 shares have been issued and RMB 2,000,000 Yuan were paid as consideration for the acquisition.
Hongyu is a Chinese private mining company with connections and resources in Hunan, China. Hongyu is the holder of a phosphate mining permit in Chenxi County, Hunan Province, China. The number of the mining permit is 4300002009116120048322.
Hongyu is currently preparing plans to put its phosphate deposit into production. Sterling is currently reviewing its plan to increase production under its mining permit as well as reviewing other potential phosphate acquisitions.
ON BEHALF OF THE BOARD OF DIRECTORS
Raoul Tsakok, Chairman & CEO
For further information, please contact:
Raoul Tsakok, Chairman, Richard Shao, PhD, President or Robert Smiley, JD, Director
Phone: (604) 689-4407 Fax: (604) 408-8515
Email:
info@sterlinggroupventures.com
Any forward-looking statement in this press release is made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, economic and political factors, product prices and changes in international and local markets, as well as the inherent risks of the mining related business. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cautionary Note to U. S. Investors Concerning Estimates of Measure, Indicated, and Inferred Resources and Reserves. Statements regarding resources and reserves have been based on audits conducted under Chinese methods of calculation which the SEC guidelines strictly prohibit in its filings.

label: organization

text: STERLING

text: Sterling Group Ventures, Inc.

text: Sterling

text: Chenxi County Hongyu Mining Co. Ltd.

text: Sterling

label: person

text: Raoul Tsakok

text: Raoul Tsakok

source_dataset: expertai/BUSTER

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


text:
EX-99
2
newsrelease.htm
PRESS RELEASE
Quanex Building Products Corporation Announces Definitive Agreement to Acquire Assets of Alumco
EXHIBIT 99.1
Quanex Building Products Corporation Announces Definitive Agreement to Acquire Assets of Alumco
HOUSTON, Dec. 17, 2012 (GLOBE NEWSWIRE) --
Quanex Building Products Corporation
(NYSE:NX), a leading manufacturer of engineered materials, components and systems serving domestic and international window and door OEMs through its Engineered Products and Aluminum Sheet Products Groups, today announced it signed a definitive agreement to acquire the assets of Alumco, Inc. and its subsidiaries in an all cash transaction. The assets to be purchased include Aluminite, a screen producer for the window and door industry. The acquisition is expected to be accretive to earnings per share in 2013 and close by December 31, 2012. The purchase price and other financial information related to Alumco will not be publicly disclosed.
Alumco is headquartered in Chehalis, Washington, and has nine manufacturing facilities located throughout the United States that produce and market window and patio door screens to original equipment manufacturers (OEMs). Alumco's window screens primarily serve vinyl window manufacturers, which Quanex does not currently serve with window screens. The new business will become part of Quanex's Engineered Products Group.
"I'm pleased to welcome the team from Alumco into the Quanex family", said David Petratis, chairman, president and chief executive officer of Quanex. "The acquisition allows us to expand our presence in the fenestration segment. Quanex currently manufactures window screens for wood window manufacturers. This acquisition creates the opportunity to become a leading window and door screen producer in North America, allowing us to extend our product offering and geographic footprint. Doing so will enable Quanex to further support North American window OEMs", said Petratis.
Quanex Building Products Corporation is a ROIC-driven company that grows shareholder returns through a combination of organic growth and strategic acquisitions. The Company is listed on the NYSE under the symbol NX. For further information, visit the Company's website at www.quanex.com.
The Quanex Building Products Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1117
Statements in this press release that reflect future expectations or beliefs are forward-looking statements and are based on current expectations. Actual results or events involve risks and uncertainties and may differ materially from this release. For a more complete discussion of factors, risks, and uncertainties that may affect the company's future performance, please refer to the company's Form 10-K filing on December 20, 2011, under the Securities Exchange Act of 1934 ("Exchange Act"), in particular the section titled, "Private Securities Litigation Reform Act" contained therein, and its subsequently filed Form 10-Q filings.
CONTACT: Financial Contact: Marty Ketelaar
713-877-5402
Media Contact: Valerie Calvert
713-877-5305
For additional information, please visit www.quanex.com

text: Quanex Building Products Corporation

text: Quanex Building Products Corporation

text: Quanex Building Products Corporation

text: David Petratis

text: Quanex Building Products Corporation

text: Quanex Building Products Corporation


text:
EX-99
9
ex99-2_010505.htm
010505
Exhibit 99.2
ROBERTS REALTY
INVESTORS, INC.
CONTACT:
FOR IMMEDIATE RELEASE
Greg M. Burnett
January 4, 2005
Chief Financial Officer
Telephone: (770) 394-6000
Fax: (770) 551-5914
ROBERTS REALTY INVESTORS,
INC.
ACQUIRES 29 ACRES OF INVESTMENT PROPERTY
ATLANTA, GA - Roberts Realty
Investors, Inc. (AMEX:RPI) announces that it purchased 29.48 acres of investment property
in the North Atlanta submarket of Alpharetta, Georgia. The land was acquired from Cousins
Properties Incorporated (NYSE:CUZ) on December 29, 2004 for $5,880,000. The property is
located between Haynes Bridge Road and Mansell Road within a 220-acre master planned
development known as Westside. The acquisition is part of a Section 1031 tax-deferred
exchange using a portion of the proceeds from the July sale of the company's St.
Andrews at the Polo Club community, located in Palm Beach, Florida.
Mr. Charles S. Roberts, the company's founder and CEO, stated: "The
property is located on Westside Parkway, directly across Georgia 400 from the
North Point Mall and Office Park and is adjacent to a proposed MARTA rail
station. Westside is a new upscale mixed-use development which will be comprised
of condominiums, office space, retail, university education and retirement
housing. In addition, Westside will include Encore Park for the Arts, a 27-acre
arts complex including a performing arts center and a 12,000-seat amphitheater.
We are excited about being part of Westside and investing in the affluent
community of Alpharetta".
Roberts Realty Investors, Inc.
invests in multi-family residential, office and retail properties in Atlanta, Charlotte
and Palm Beach as a self-administered, self-managed equity real estate investment trust.
This press release contains
forward-looking statements within the meaning of the securities laws. Although the company
believes the expectations reflected in the forward-looking statements are based on
reasonable assumptions, the company's actual results could differ materially from
those anticipated in the forward-looking statements. Certain factors that might cause such
a difference include, but are not limited to, the following: the 220-acre Westside
development, of which only a 29.48 acre parcel is owned by the company, may not be
developed as planned; the proposed MARTA rail station has not been
funded and may never be built; and
any alteration or delay in such development within Westside may adversely affect the value
of the company's land and its potential for development. For more information about
other risks and uncertainties the company faces, please see the section in the
company's most recent quarterly report on Form 10-Q entitled Management's
Discussion and Analysis of Financial Condition and Results of Operations - Disclosure
Regarding Forward-Looking Statements.

text:
ROBERTS REALTY
INVESTORS, INC.

text:
ROBERTS REALTY INVESTORS,
INC.

text:
Roberts Realty
Investors, Inc.

text:
Cousins
Properties Incorporated

text: Charles S. Roberts

text: Roberts Realty Investors, Inc.


text:
EX-99
4
exhibit99synalloypressrele.htm
EXHIBIT
Exhibit 99 Synalloy Press Release - SPT
Exhibit 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
Synalloy Announces the Acquisition of Specialty Pipe & Tube, Inc.
SPARTANBURG, South Carolina, November 24, 2014 - Synalloy Corporation (Nasdaq:SYNL), a growth oriented company that engages in a number of diverse business activities including the production of stainless steel pipe, fiberglass and steel storage tanks, and specialty chemicals, is pleased to announce that it has acquired Specialty Pipe & Tube, Inc. ("Specialty"). Specialty is a master distributor of seamless carbon pipe, with a focus on heavy wall, large diameter products. End markets for its products include oil and gas, heavy equipment and other industrial businesses where high-pressure applications are required. Specialty was established in 1964 and has distribution centers in Mineral Ridge, Ohio and Houston, Texas. The company generates approximately $30 million in annual revenue and has fewer than 30 employees. The transaction will be accretive to Synalloy's earnings in the first year following the closing. BB&T Capital Markets served as the exclusive financial advisor to Specialty.
The all-cash transaction is valued at $31.5 million, subject to working capital adjustments post-closing, and potential earn-out payments up to $5 million over two years should the business unit achieve targeted sales revenue.
The acquisition was funded with a combination of cash on hand, additional term debt ($10 million with a five year maturity), and an increase in the company's line of credit from $25 million to $40 million. Synalloy estimates that its total net debt at the end of 2014 will be approximately $35.4 million.
Including the acquisition of Specialty, Synalloy's guidance for 2015 is as follows:
.
Total Revenue - $232 million (Q1 - $56 million; Q2 - $57 million; Q3 - $60 million and Q4 - $59 million)
.
Gross Profit - $43 million (Q1 - $10 million; Q2 - $11 million; Q3 - $12 million and Q4 - $10 million)
.
Adjusted EBITDA - $28.5 million (Q1 - $6 million; Q2 - $7.5 million; Q3 - $7.5 million and Q4 - $7.5 million)
.
EPS - $1.54 (Q1 - $.36; Q2 - $.38; Q3 - $.41 and Q4 - $.39)
Synalloy projects that EPS will increase by approximately $.40 per share over 2014, with half of the increase coming from organic growth and the other half coming from the acquisition of Specialty.
Synalloy will host a previously announced conference call at 10:00AM this morning to discuss the acquisition of Specialty and to answer questions on the 2015 forecast. Interested parties may listen to this discussion by calling (877) 303-6648; Conference ID code 38815884. The conference call will be webcast live through Synalloy's website at www.synalloy.com under the Investor Relations tab. For more information about Synalloy Corporation, please visit our website at www.synalloy.com.
Forward-Looking Statements
Statements included herein that are not historical in nature, are intended to be, and are hereby identified as "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements are based on current expectations, estimates and projections about our industry, our business, our customer relationships, management's beliefs and assumptions made by management. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict and, in many cases, are beyond the control or knowledge of management. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Additional information concerning some of the factors that could cause materially different results is included in our reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. Such reports are available from the Securities and Exchange Commission's public reference facilities and its website, http://www.sec.gov.
CONTACT: Rick Sieradzki at (864) 596-1558

text: Synalloy

text: Synalloy

text: Specialty Pipe & Tube, Inc.

text: Synalloy Corporation

text: Specialty Pipe & Tube, Inc.

text: Specialty

text: Specialty

text: Specialty

text: Synalloy

text: BB&T Capital Markets

text: Specialty

text: Synalloy

text: Specialty

text: Synalloy

text: Synalloy

text: Specialty

text: Synalloy

text: Specialty

text: Synalloy

text: Synalloy Corporation


text:
EX-99.1
4
exh991-hc2insurancesaleclo.htm
EX-99.1
Document
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
HC2 Holdings Completes Sale of Continental Insurance Business for $90 Million
Transaction Further Refines HC2's Strategic Focus and Bolsters Liquidity Position
NEW YORK, July 1, 2021 -- HC2 Holdings, Inc. ("HC2" or "the Company") (NYSE: HCHC) announced today that it has completed the previously announced sale of its insurance segment, comprised of Continental Insurance Group Ltd. and its wholly-owned subsidiaries, Continental General Insurance Company and Continental LTC Inc. (collectively, "Continental"), to Continental General Holdings LLC, an entity controlled by Michael Gorzynski. The total transaction value of approximately $90 million consists of a combination of $65 million in cash plus securities, including certain assets of Continental.
Mr. Gorzynski, a director of the Company and beneficial owner of approximately 6.6% of the Company's outstanding common stock, is the managing member of MG Capital Management, Ltd. and has also served as executive chairman of Continental since October 2020.
"This divestiture marks another key milestone in the transformation of HC2. Going forward our focus will be on our three core operating segments - Infrastructure, Life Sciences and Spectrum - all of which have best-in-class assets that are well positioned to thrive", said Avie Glazer, Chairman of HC2.
"The consummation of this deal increases the Company's financial flexibility, better supports our remaining assets and positions us to drive growth", said Wayne Barr, Jr., HC2's President and CEO. "Over the last several months, we have refinanced our balance sheet and made a strategic acquisition of Banker Steel in our Infrastructure segment. We believe we are well positioned for growth and value creation in the years ahead".
"I believe completing this transaction helps HC2 meet its key strategic objectives while positioning Continental to strategically expand its footprint and pursue new opportunities", added Mr. Gorzynski. "We look forward to continuing to build a best-in-class organization that prioritizes policyholders".
The transaction was approved by the Board of Directors of HC2, excluding Mr. Gorzynski and Kenneth Courtis, who recused themselves from the deliberations.
For further information regarding the terms and conditions of the agreement, please refer to the transaction agreement filed on Form 8-K with the Securities and Exchange Commission.
Duff & Phelps served as financial advisor to HC2 in connection with the transaction and issued a fairness opinion to the Board of Directors of HC2 in connection with this transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to HC2. Olshan Frome Wolosky LLP, Duane Morris LLP, and Roberts & Holland LLP served as legal advisors to Michael Gorzynski.
About HC2
HC2 Holdings, Inc. (NYSE: HCHC) has a class-leading portfolio of subsidiaries in Infrastructure, Life Sciences and Spectrum. HC2 is headquartered in New York, NY, and through its subsidiaries employs over 4,300 people.
About MG Capital Management
Based in New York City, MG Capital is a private investment firm that specializes in complex, value-oriented investments.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements regarding the sale of Continental by the Company and our expectations regarding building shareholder value, as well as those that may be identified by words such as "will", "intend", "expect", "anticipate", "should", "could" and similar expressions, all of which involve risks, assumptions and uncertainties, many of which are outside of the Company's control, and are subject to change. All forward-looking statements speak only as of the date made, and unless legally required, HC2 undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. HC2's actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements and reports filed with the Securities and Exchange Commission ("SEC"), including in our reports on Forms 10-K, 10-Q, and 8-K. These risks and other important factors discussed under the caption "Risk Factors" in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
FOR HC2:
Media Contact:
Reevemark
Paul Caminiti/Pam Greene/Luc Herbowy
HC2@reevemark.com (212) 433-4600
Investor Contact:
Solebury Trout
Anthony Rozmus
ir@hc2.com
(212) 235-2691
FOR CONTINENTAL:
MKA
Greg Marose, 646-386-0091
gmarose@mkacomms.com

text: HC2 Holdings, Inc.

text: Continental Insurance Group Ltd.

text: Continental General Holdings LLC

text: Avie Glazer

text: Olshan Frome Wolosky LLP

text: Duane Morris LLP

text: Roberts & Holland LLP

text: HC2 Holdings, Inc.


text:
EX-99.1
2
v104147_ex99-1.htm
Unassociated Document
Exhibit
99.1
FIRST
NIAGARA ANNOUNCES THE COMPLETION OF ITS ACQUISITION OF GREATER BUFFALO SAVINGS
BANK
Lockport,
N.Y. - February 15, 2008 - First Niagara Financial Group, Inc. (NASDAQ: FNFG),
announced today that it completed the acquisition of Great Lakes Bancorp, Inc.,
the parent company of Greater Buffalo Savings Bank. In connection with this
transaction, Great Lakes shareholders will receive 5.4 million shares of First
Niagara common stock, as well as cash payments totaling $75.8 million in the
aggregate.
"On
behalf of First Niagara, I want to welcome the customers and shareholders of
Greater Buffalo to the First Niagara family", stated President and CEO, John R.
Koelmel. "During the last few months employees of both organizations have
demonstrated their commitment, dedication and expertise by making this
transition as smooth as possible for everyone. I am very confident that our
new
customers will experience the same level of outstanding service that they were
used to at Greater Buffalo but with the added benefit of more options to meet
their financial needs. This merger strengthens our presence in Western New
York,
a region we have been highly committed to serving for over 135 years".
Under
the
terms of the merger agreement, Great Lakes shareholders were permitted to
request cash, First Niagara stock or a combination of both for their outstanding
shares, subject to an overall limitation that not more than 50% of deal
consideration would be paid in cash. Shareholder requests for cash exceeded
50%
of the overall deal consideration. On that basis, Great Lakes shareholders
who
did not submit an election will receive 100% of their consideration in First
Niagara stock. Shareholders who requested any or all of their consideration
in
First Niagara stock will receive that request. Finally, shareholders who elected
any or all of their consideration in cash will receive approximately 43% of
that
request in the form of First Niagara stock and the remainder in cash. Cash
will
be paid in lieu of all fractional shares in the exchange.
At
December 31, 2007, Great Lakes had assets of approximately $900 million and
deposits of $627 million. With the addition of Greater Buffalo's branch offices,
First Niagara now has approximately $9.0 billion in assets and operates 117
branches and four Regional Market Centers across Upstate New York.
First
Niagara was advised by the investment banking firm of Stifel, Nicolaus &
Company, Inc. and the law firm of Luse, Gorman, Pomerenk & Schick, P.C.
Great Lakes was advised by the investment banking firm of Sandler O'Neill &
Partners, L.P. and the law firm of Hodgson Russ LLP.
Officer
Contacts
John
R. Koelmel
President
and Chief Executive Officer
Michael
W. Harrington
Chief
Financial Officer
Anthony
M. Alessi
Investor
Relations Manager
(716)
625-7692
tony.alessi@fnfg.com
Leslie
G. Garrity
Public
Relations and Corporate Communications Manager
(716)
625-7528
leslie.garrity@fnfg.com

text:
FIRST
NIAGARA

text:
GREATER BUFFALO SAVINGS
BANK

text: First Niagara Financial Group, Inc.

text: Great Lakes Bancorp, Inc.

text: Greater Buffalo Savings Bank

text:
First
Niagara

text: First Niagara

text: First Niagara

text:
John R.
Koelmel

text: First Niagara

text:
First
Niagara

text: First Niagara

text: First Niagara

text: First Niagara

text:
First
Niagara

text:
Stifel, Nicolaus &
Company, Inc.

text: Luse, Gorman, Pomerenk & Schick, P.C.

text:
Sandler O'Neill &
Partners, L.P.

text: Hodgson Russ LLP

text:
John
R. Koelmel

text:
Michael
W. Harrington

text:
Anthony
M. Alessi


text:
EX-99.2
24
exh99-2.htm
January 7, 2015 Exhibit 99.2
EXHIBIT 99.2
S&W Seed Company Announces Closing of
Acquisition of DuPont Pioneer Alfalfa
Research
and Production Assets
For Immediate Release
Contact:
Robert Blum, Joe Dorame, Joe Diaz
Lytham Partners, LLC
602-889-9700
sanw@lythampartners.com
www.lythampartners.com
Matthew Szot
Chief Financial Officer
S&W Seed Company
559-884-2535
www.swseedco.com
FIVE POINTS, California - December 31, 2014 - S&W Seed Company (Nasdaq: SANW), the largest "non-dormant" alfalfa seed company in the
world, and DuPont Pioneer, the world's leading developer and supplier of advanced plant genetics, today announced the closing of the previously disclosed acquisition by S&W
of DuPont Pioneer's alfalfa production and research facility assets, as well as conventional (non-GMO) alfalfa germplasm, for a purchase price of up to $42 million.
Mark Grewal, chief executive officer of S&W Seed Company, commented, "We are extremely pleased to have completed the acquisition of DuPont
Pioneer's alfalfa seed research and production operations. The combination of S&W's leading "non-dormant" alfalfa seed capabilities with Pioneer's leading "dormant" alfalfa
seed operations is a natural fit that creates a powerful combination that will permit S&W to become a significant contributor in one of the most compelling opportunities in
agriculture - the desire for increased protein in a growing global population. We look forward to capitalizing on the numerous growth opportunities that we believe this acquisition
provides."
Key attributes of the acquisition include:
The newly acquired alfalfa business is expected to contribute approximately $26 million of incremental revenues during the remainder of fiscal year '15 ending June 30, 2015
and approximately $40 million of incremental annual revenues in the fiscal year ending June 30, 2016, with annual adjusted EBITDA margins of approximately 14% to 18%;
Natural product line extension that quickly accelerates S&W's "dormant" capabilities, nearly doubling the size of the Company's addressable market;
10-year distribution agreement with DuPont Pioneer provides minimum annual purchase commitments and enhanced level of revenue and earnings predictability;
Major increase in United States sales presence;
Cross-selling opportunities of acquired varieties with S&W's existing distributors;
Expands diversification of S&W's production capabilities and contracted grower base, with less reliance on any one geographic area for seed production
requirements;
Expanded R&D capabilities create industry-leading alfalfa seed development team with addition of a research facility in Arlington, Wisconsin;
Adds to seed portfolio over 15 DuPont Pioneer alfalfa seed varieties in the market today and more than 60 varieties that are currently in DuPont Pioneer's development pipeline,
including 6 patented plant varieties and 26 PVP (Plant Variety Protection) registrations in the U.S. and international markets;
Expands seed cleaning and shipping capabilities with addition of a mill in Nampa, Idaho; and
Enhances management and technical expertise through the addition of key executive management and employees from the alfalfa group at DuPont Pioneer.
Mr. Grewal expanded, "This transaction is more than an acquisition of assets from one company by another. It sets S&W Seed to continue on a path of providing
farmers with some of the very best in alfalfa seed genetics for years to come. This transaction is structured to provide us the ability to leverage our greatest assets to further advance
our growth strategy going forward. I look forward to maximizing the opportunity that this acquisition and agreement create today as well as into the future".
Matthew Szot, chief financial officer of S&W Seed Company, commented, "The acquisition of the DuPont Pioneer alfalfa research and production assets is a
transformative acquisition that will be immediately accretive to the company. The structure of our distribution agreement provides a long-term revenue stream and allows for us to
leverage the DuPont Pioneer sales representative infrastructure, thereby maximizing efficiencies and significantly expanding our overall operating margins. We look forward to taking
advantage of the many synergies that this acquisition creates".
The purchase price consists of $27 million in cash (paid at closing from the proceeds of a recently announced private placement which closed concurrent with the closing
of the acquisition), a promissory note payable by S&W to DuPont Pioneer in the initial principal amount of $10 million (issued at closing), and a potential earn-out payment
(payable as an increase in the principal amount of the note) of up to $5 million based on sales of products containing the acquired germplasm and Pioneer purchases under
distribution and production agreements in the three-year period following the closing. The promissory note bears interest at 3% per annum (paid annually) and is payable in full on
December 31, 2017.
S&W has also agreed, subject to the satisfaction of certain conditions, to purchase DuPont Pioneer's GMO alfalfa germplasm and related assets for an additional $7 million
in cash. The closing for the second acquisition, if all conditions to closing are satisfied, will occur on December 29, 2017. If the second acquisition is completed, the total purchase
price for both acquisitions would be up to $49 million (including the $5 million earn-out).
Conference Call
S&W will look to arrange a conference call to more fully discuss the attributes of the acquisition in the coming weeks.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural Company, headquartered in the Central Valley of California. The Company is the largest producer
of non-dormant alfalfa seed varieties in the world, with production operations in the San Joaquin and Imperial Valleys of California, as well as in South Australia. The Company has
worldwide sales and distribution through both a domestic direct sales force as well as dealer-distributors. The Company's proprietary varieties are designed to meet the shifting
needs of farmers that require high performance in poor and highly saline soil conditions and have been verified over decades of university-sponsored trials. Additionally, the
Company is utilizing its research and breeding expertise to develop and produce U.S.-based stevia leaf. Stevia is an all-natural, zero calorie sweetener for the food and beverage
industry. For more information, please visit www.swseedco.com.
Safe Harbor Statement for S&W Seed Company
This release contains "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 and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or
"should", "expected", "anticipates", "draft", "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause
future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors and other risks identified in the company's Annual Report on Form 10-K for the fiscal year ended June
30, 2014, its Quarterly Report on Form 10-Q for the period ended September 30, 2014, and in other filings made by the Company with the Securities and Exchange
Commission.
# # #

text: S&W Seed Company

text: DuPont Pioneer

text: Matthew Szot

text: S&W Seed Company

text: S&W Seed Company

text: DuPont Pioneer

text: DuPont Pioneer

text: Mark Grewal

text: S&W Seed Company

text:
DuPont
Pioneer

text: DuPont Pioneer

text: DuPont Pioneer

text: DuPont Pioneer

text: DuPont Pioneer

text: Matthew Szot

text: S&W Seed Company

text: DuPont Pioneer

text: DuPont Pioneer

text: DuPont Pioneer

text: DuPont Pioneer

text: S&W Seed Company

text: S&W Seed Company

text: S&W Seed Company


text:
EX-99
2
dpr081909.htm
PRESS RELEASE
Datameg Enters Into Material Agreement With Natural Blue Resources
Natural Blue Resources Acquires
Eco Wave, LLC
Wednesday, August 19, 2009, 9:45 am EDT
SALT LAKE CITY, UT (MARKET WIRE) August 19, 2009 Natural Blue Resources, Inc. (formerly Datameg Corporation, a Delaware corporation) (OTC BB:NTUR.OB - News) announced today that its wholly owned subsidiary of the same name completed the acquisition of Eco Wave LLC. "Eco Wave" holds the exclusive worldwide use and manufacturing license to patents for waste treatment and water purification for the intended use by NTUR.
Natural Blue's Chairman Toney Anaya commented, "The addition of this technology to our company positions us to be a global provider of water and waste treatment services. We look forward to implementing this exclusive technology as an integral part of our business strategy. "
Natural Blue is developing a water treatment and waste management strategy for the global market as well as researching other green and sustainable opportunities.
Toney Anaya, the former governor of New Mexico serves as the company's Chairman and CEO. Paul Pelosi Jr serves as its President.
About Natural Blue Resources, Inc:
Natural Blue Resources, Inc. is a holding company. The Company's wholly owned subsidiary of the same name is focused on developing affordable drinking water projects around the globe. The Company's other wholly owned subsidiaries, Net Symphony Corporation and QoVox Corporation, design, develop and offer network-wide fault identification, fault isolation and voice quality assurance products and critical real-time network health and performance monitoring services for both providers and end-users of Internet telephony, now commonly referred to as Voice Over Internet Protocol (VoIP). For more information on our subsidiaries, visit our website at (naturalblueresources.com) or (netsymphony.com).
Safe Harbor Statement:
Certain statements contained herein are forward looking. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions. Many factors could cause actual results to differ significantly from these statements, including our history of operating losses, our need for additional financing, a failure of our products to perform as expected, introduction of competing products by other companies, pressures on prices from competitors and/or customers, regulatory obstacles to new product introductions, lack of acceptance of our products and technology changes. These risks, uncertainties and assumptions are detailed in documents filed by us with the Securities and Exchange Commission. The Company cautions that the foregoing list of important factors is not exclusive. Any forward-looking statements are made as of the date of the document in which they appear. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the company.
Contact:
Natural Blue Resources, Inc.
(866) 739-3945

text: Natural Blue Resources

text: Natural Blue Resources

text: Eco Wave, LLC

text: Natural Blue Resources, Inc.

text: Datameg Corporation

text: Eco Wave LLC

text: Natural Blue Resources

text: Natural Blue Resources, Inc.

text: Natural Blue Resources, Inc.


text:
EX-99.1
3
ex991to8k8k03725_06192007.htm
sec document
Exhibit 99.1
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
LGL GROUP, INC.
UNAUDITED PROFORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2004
(1)
as reported Reflects Activity Proforma
of Lynch Systems
--------------------------------------------
SALES AND REVENUES $ 33,834 $ 10,421 $ 23,413
COST OF SALES 25,784 8,677 17,107
----------- ----------- -----------
GROSS PROFIT 8,050 1,744 9,194
SELLING, GENERAL AND ADMIN EXPENSES 10,938 3,334 7,604
----------- ----------- -----------
OPERATING INCOME (LOSS) (2,888) (1,590) 1,590
INVESTMENT INCOME 15 (2) 17
INTEREST (EXPENSE) (360) (92) (268)
OTHER INCOME (EXPENSE) 7 12 (5)
----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES (3,226) (1,672) (1,554)
PROVISION FOR FEDERAL INCOME TAXES (100) 635 (735)
----------- ----------- -----------
NET INCOME (LOSS) (3,326) (1,037) (2,289)
=========== =========== ===========
basic and diluted weighted average shares outstanding 1,524,863 1,524,863
Earnings Per Share ($2.18) ($1.50)
(1) represents the elimination of the revenue and other costs associated with Lynch Systems which was
sold on June 19, 2007


text:
EX-99.2
3
closingrelease.htm
EXHIBIT
closing release
Exhibit 99.2
CONTACTS:
Lara Mahoney
Director of Investor Relations and Corporate Communications, Invacare Corporation
440-329-6393
Kevin Gehrt
Vice President - Human Resources & Communications, AssuraMed
330-963-6998 Ext: 3210; media@assuramed.com
INVACARE CORPORATION COMPLETES SALE OF MEDICAL SUPPLIES BUSINESS TO ASSURAMED
Elyria, Ohio (January 18, 2013) - Invacare Corporation (NYSE: IVC) announced today that it has completed the sale of its Invacare Supply Group (ISG) medical supplies business to AssuraMed of Twinsburg, Ohio, a leader in wholesale and home-delivered medical supplies across the United States, for a purchase price of approximately $150.8 million in cash, which is subject to final post-closing adjustments. Invacare estimates net proceeds from the sale of approximately $146.6 million, net of expenses.
This transaction is consistent with Invacare's globalization strategy, allowing the Company to focus on its core equipment product lines. In line with its prior announcement of the transaction, the Company intends to use the proceeds from the sale to reduce debt outstanding under its revolving credit facility. The Company expects that this will better position it to accelerate new product development with selective acquisitions after it has completed its previously announced quality systems remediation at its corporate and manufacturing facilities in Elyria, Ohio.
The Company expects to file a Form 8-K containing unaudited pro forma condensed combined financial statements with the Securities and Exchange Commission on Tuesday, January 22, 2013, which will reflect the effects of the disposition of ISG.
About Invacare Corporation
Invacare Corporation (NYSE:IVC), headquartered in Elyria, Ohio, is the global leader in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles. The Company has 6,000 associates and markets its products in approximately 80 countries around the world. For more information about Invacare and its products, visit Invacare's website at www.invacare.com.
Invacare 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. Terms such as "will", "should", "could", "plan", "intend", "expect", "continue", "believe" and "anticipate", as well as similar comments, are forward-looking in nature that are subject to inherent uncertainties that are difficult to predict. Actual results and events may differ significantly from those expressed or anticipated as a result of risks and uncertainties, which include, but are not limited to, the following: compliance costs, limitations on the design, production
and/or distribution of Invacare's products, inability to bid on or win certain contracts, or other adverse effects of the FDA consent decree of injunction; unforeseen circumstances that might delay or adversely impact the results of the third party expert certification audits or FDA inspections of Invacare's quality systems at the impacted Elyria, Ohio, facilities; the failure or refusal of customers or healthcare professionals to sign necessary certification forms required by the exceptions to the consent decree; adverse changes in government and other third-party payor reimbursement levels and practices both in the U.S. and in other countries (such as, for example, more extensive pre-payment reviews and post-payment audits by payors, or the Medicare national competitive bidding program covering nine metropolitan statistical areas that started in 2011 and an additional 91 metropolitan statistical areas beginning in July 2013), impacts of the U.S. Affordable Care Act that was enacted in 2010 (such as, for example, the expected annual impact on Invacare of the excise tax beginning in 2013 on certain medical devices and Invacare's ability to successfully offset such impact); legal actions, regulatory proceedings or Invacare's failure to comply with regulatory requirements or receive regulatory clearance or approval for Invacare's products or operations in the United States or abroad; product liability claims; exchange rate or tax rate fluctuations; inability to design, manufacture, distribute and achieve market acceptance of new products with greater functionality or lower costs or new product platforms that deliver the anticipated benefits of Invacare's globalization strategy; consolidation of health care providers; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; risks inherent in managing and operating businesses in many different foreign jurisdictions; ineffective cost reduction and restructuring efforts; potential product recalls; possible adverse effects of being leveraged, including interest rate or event of default risks (particularly as might result from impact of the FDA consent decree); decreased availability or increased costs of materials which could increase Invacare's costs of producing or acquiring Invacare's products, including possible increases in commodity costs or freight costs; heightened vulnerability to a hostile takeover attempt arising from depressed market prices for Company shares; provisions of Ohio law or in Invacare's debt agreements, shareholder rights plan or charter documents that may prevent or delay a change in control, as well as the risks described from time to time in Invacare's reports as filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.

text: Lara Mahoney

text: Invacare Corporation

text: Kevin Gehrt

text: AssuraMed

text: INVACARE CORPORATION

text: ASSURAMED

text: Invacare Corporation

text: Invacare Supply Group

text: AssuraMed

text: Invacare Corporation

text: Invacare Corporation


text:
EX-99.1
4
d196630dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Tempest Closes Merger with Millendo and Completes PIPE Financing
South San Francisco, CA, June 28, 2021 -Tempest Therapeutics, Inc. (Nasdaq: TPST) ("Tempest"), a clinical-stage oncology company
developing potentially
first-in-class
therapeutics that combine both targeted and immune-mediated mechanisms, announced today the closing of its merger with Millendo
Therapeutics, Inc. ("Millendo"). Tempest's stock will commence trading on June 28, 2021 on the Nasdaq Global Select Market under the trading symbol "TPST".
In support of the merger, Tempest secured investments from a premier syndicate of healthcare investors composed of Versant Ventures, Rock Springs Capital,
F-Prime
Capital, Monashee Investment Management, Quan Capital, Lyfe Capital, Maven Investment Partners US, Lilly Asia Ventures and Eight Roads Ventures for a $30 million PIPE financing that closed concurrent
with the completion of the merger. The net proceeds of the transaction are expected to fund the company's operations and advancement of its programs into early 2023, including:
.
TPST-1495 (dual EP2/4 antagonist): completion of the ongoing monotherapy Phase 1 dose finding study, opening of a
combination dose finding study of TPST-1495 with pembrolizumab, and the planned opening of both monotherapy and combination expansion studies in targeted patient populations;
.
TPST-1120 (PPARα antagonist): completion of the ongoing Phase 1 study of TPST-1120 in combination with
nivolumab, and the expected initiation and completion of enrollment of a global, randomized Phase 1b/2 study of TPST-1120 in combination with the
standard-of-care
first-line regimen of atezolizumab and bevacizumab in previously-untreated patients with advanced or metastatic HCC, pursuant to a collaboration between Tempest and F.
Hoffmann-La
Roche; and
.
Research: advancement of additional novel oncology research programs, including an oral inhibitor of
TREX-1
intended to selectively activate STING in tumors and stimulate anti-tumor immunity.
"The closing of this merger fulfills an important 2021 goal for Tempest", said Steve Brady, chief
executive officer of Tempest. "With our novel programs, including TPST-1495 and TPST-1120 progressing in the clinic, access to the public markets was of strategic importance as we look forward to a number of potential catalysts in the future
and advance towards our goal to offer patients with cancer meaningful therapeutic options".
Transaction Terms and Leadership Team Updates
In connection with the closing of the merger, Millendo effected a 1:15 reverse split of its common stock. Tempest has approximately 6.7 million
shares of common stock outstanding after giving effect to the terms of the transaction. Tempest stockholders prior to the merger, combined with investors in the concurrent financing, collectively own approximately 81% of the outstanding shares, and
prior Millendo stockholders own approximately 19% of the outstanding shares.
Effective as of the closing of the merger, Geoff Nichol, chief medical
officer of BioMarin, and Steve Brady, chief executive officer of Tempest, are joining Mike Raab, president and chief executive officer of Ardelyx, Tom Woiwode, managing director, Versant Ventures, Tom Dubensky, president of Tempest, and Stella Xu,
managing director, Quan Capital, on the Tempest board of directors.
Piper Sandler served as the exclusive financial advisor and placement agent to
Tempest, and Sidley Austin served as Tempest's legal counsel. SVB Leerink served as the exclusive financial advisor to Millendo and WilmerHale served as Millendo's legal counsel.
About Tempest Therapeutics
Tempest Therapeutics is a
clinical-stage oncology company advancing small molecules that combine both targeted and immune-mediated mechanisms with the potential to treat a wide range of tumors. The company's two novel clinical programs are TPST-1495 and TPST-1120,
antagonists of EP2/EP4 and PPARα, respectively. Both TPST-1495 and TPST-1120 are advancing through Phase 1 studies designed to study both agents as monotherapies and in combination with other approved agents. Tempest is also developing an
orally-available inhibitor of
TREX-1
designed to activate selectively the cGAS/STING pathway, an innate immune response pathway important for the development of anti-tumor immunity. Tempest is headquartered in
South San Francisco and supported by notable healthcare investors. More information about Tempest can be found on the company's website at
www.tempesttx.com
.
Forward-Looking Statements
This press release contains
forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act of 1933, as amended (the "Securities Act")) concerning Tempest Therapeutics.
These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Tempest Therapeutics, as well as
assumptions made by, and information currently available to, management of Tempest Therapeutics. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and
include words such as "may", "will", "should", "would", "could", "expect", "anticipate", "plan", "likely", "believe", "estimate,"
"project", "intend", and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: our strategies, prospects, plans,
expectations or objectives for future operations; the progress, scope or timing of the development of our product candidates; the benefits that may be derived from any future products or the commercial or market opportunity with respect to any of
our future products; our ability to protect our intellectual property rights; our anticipated operations, financial position, ability to raise capital to fund operations, revenues, costs or expenses; statements regarding future economic conditions
or performance; statements of belief and any statement of assumptions underlying any of the foregoing. Many of these risks are described in greater detail in the proxy statement/prospectus filed by Millendo Therapeutics with the Securities and
Exchange Commission relating to the merger. Except as required by applicable law, Tempest Therapeutics undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a
result of new information, future events or otherwise.
Investor and Media Contacts:
Sylvia Wheeler
Wheelhouse Life Science Advisors
swheeler@wheelhouselsa.com
Alex Santos
Wheelhouse Life Science Advisors
asantos@wheelhouselsa.com
###

text: Tempest

text: Millendo

text: Tempest Therapeutics, Inc.

text: Tempest

text:
Millendo
Therapeutics, Inc.

text: Millendo

text: Tempest

text: Tempest

text: Tempest

text: Tempest

text: Steve Brady

text: Tempest

text: Millendo

text: Tempest

text: Tempest

text: Millendo

text: Steve Brady

text: Tempest

text: Mike Raab

text: Tom Woiwode

text: Tom Dubensky

text: Tempest

text: Stella Xu

text: Tempest

text: Piper Sandler

text: Tempest

text: Sidley Austin

text: Tempest

text: SVB Leerink

text: Millendo

text: WilmerHale

text: Millendo

text: Tempest

text: Tempest

text: Tempest


text:
EX-99.1
3
broadcaster_8k-ex9901.htm
PRESS RELEASE
Press Release
Exhibit
99.1
Contact:
Harrison
Wise
Rubenstein
Public Relations
212-843-8001
hwise@rubensteinpr.com
John
McCook
Rubenstein
Public Relations
212-843-8074
jmccook@rubensteinpr.com
IMSI®
Closes Acquisition of AccessMedia Networks, Inc.
Entity
Will Operate Under Broadcaster, Inc., an Internet Entertainment
Network
Los
Angeles, CA - IMSI® (OTCBB: IMSI), a leading developer and publisher of
software, today announced it has closed its acquisition of AccessMedia Networks,
Inc., an Internet entertainment network with proven virtual set top box
technology for
delivering real-time and interactive media over the Internet. IMSI shareholders
overwhelmingly approved of the issuance of IMSI shares to holders of AccessMedia
common stock in connection with the merger. The combined company will operate
under the name Broadcaster, Inc., and will continue to trade on the Bulletin
Board under the ticker IMSI.OB pending the assignment of a new
symbol.
Following
the closing of the merger, Broadcaster Inc. expects to globally launch its
Internet entertainment network (www.broadcaster.com),
providing consumers with access to online entertainment that is fast, easy,
safe, fun and of great value. Broadcaster's Internet Entertainment Network will
offer a wide variety of on-demand programming including movies, music, TV shows,
viral videos, mobile media, games, news, sports, and other entertainment focused
content, in one place that can be viewed or downloaded anytime, and on any
device.
"We
are
gratified to receive such overwhelming support by our shareholders in approving
this merger with a leader in the content delivery and technology space", said
Martin Wade, Chief Executive Officer, IMSI. "As a result of this merger, we
intend to provide the most feature-rich entertainment network available on
the
Internet, giving consumers complete control of their entertainment experience
allowing them to choose what, when and on which device they want to view media
and content 24/7".
Broadcaster
provides users with delivery of both short and long form digital entertainment
content −− giving them the power to download content to their desktop computer,
laptop, PSP, iPod or preferred mobile entertainment device. Broadcaster will
enable consumers to easily find, organize, download and enjoy the growing
volumes of high quality content available online. These capabilities span
Broadcaster's proprietary media library, media under license, and media readily
available on the Internet. Broadcaster is also in discussions with major
studios, cable and television networks, music labels, and game producers to
become a gateway for the direct delivery of first run movies, popular television
shows, music and online games.
1
Broadcaster,
Inc. is headquartered in Los Angeles, CA and its telephone number is (818)
206-0598. For additional information about Broadcaster, Inc., please visit
the
company's website at www.broadcaster.com.
Safe
Harbor Statement
This
announcement contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act
of
1934, and within the meaning of the Private Securities Litigation Reform Act
of
1995. Actual results could differ materially from those projected in the
forward-looking statements as a results of various factors including the ability
of the company to successfully commercialize its new technologies as well as
risk factors set forth from time to time in the Form 10-KSB for the period
ended
June 30, 2005 and other company's reports filed with the Securities and Exchange
Commission. The company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements, which may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
2

text: IMSI®

text: AccessMedia Networks, Inc.

text: IMSI®

text: AccessMedia Networks

text: Martin Wade


text:
EX-99.1
4
a07-18241_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE
RELEASE
CardioTech
Announces Agreement to Sell Gish Biomedical to
Medos Medizintechnik AG for a Purchase Price of $7.5 Million
Net Cash Proceeds to be Used for CardioTech's Growth
Initiatives
WILMINGTON,
MASS., July 5, 2007- CardioTech International, Inc. (AMEX: CTE), a developer
and manufacturer of advanced materials and medical devices for the treatment of
cardiovascular and other diseases, announced today that it has signed an
agreement to sell its Gish Biomedical, Inc. subsidiary in a stock transaction
to Medos Medizintechnik AG ("Medos") for a purchase price of approximately $7.5
million.
Medos Medizintechnik AG,
is a developer and manufacturer of medical devices for cardiac surgery,
extracorporeal membrane oxygenation (ECMO) and Ventricle Assist Devices (VAD).
Of the purchase price, $1.0 million will be held in a one-year cash
escrow to fund CardioTech's post-closing indemnification obligations to Medos,
if any. After estimated transaction costs of $500,000 and the escrow funding,
CardioTech expects to realize approximately $6.0 million in cash from the sale
of Gish. The terms of the agreement provide that CardioTech retains
all cash on Gish's balance sheet. The sale of Gish is expected to close on or
about July 9, 2007.
Commenting
on the agreement with Medos, President and CEO Michael Adams, CardioTech, said,
"The sale of Gish provides Medos with an excellent opportunity to enter the US
market. CardioTech's direction is targeted to being a world class
technology business focused on customer-driven solutions in the medical device
industry. The sale will permit the redeployment of capital into our
ongoing growth initiatives focused on selling complex medical devices, and
licensing and selling specialized materials to medical device
manufacturers. The sale of Gish is an important milestone which allows
CardioTech to direct management expertise and resources into executing the
Company's strategic growth plan".
Dr.
Thomas Theisen, Chief Sales Officer, Medos, said "The acquisition of Gish
represents an excellent opportunity to achieve a significant position in the US
market for disposable medical products used in cardiopulmonary surgery. Buying
Gish also provides a solid platform for selectively introducing Medos'
innovative products from the ECMO and VAD product lines to the US market using
the well respected Gish brand. Medos has the structure to capitalize on
combining two strong R&D programs in the global medical device marketplace".
About CardioTech International:
CardioTech
International, Inc. is a medical device company that designs, develops,
manufactures and sells innovative products and materials for the treatment of
cardiovascular, orthopedic, oncology, urology and other diseases. The
Company's business model calls for leveraging its technological and
manufacturing expertise in order to expand its royalty and license fee income,
develop next generation polymers and manufacture new and complex medical
devices. CardioTech is conducting its first clinical
trial
for regulatory approval in Europe for its CardioPass™ synthetic coronary bypass
graft. The Company generates revenues from sales of advanced medical
devices and materials, as well as from contracted product design and
development services. More information about CardioTech is available at
its website: http://www.cardiotech-inc.com.
Forward-Looking
Statements:
CardioTech believes that this press
release contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to risks and uncertainties. Such statements are
based on management's current expectations and are subject to risks and
uncertainties that could cause results to differ materially from the
forward-looking statements. For further information on such risks and
uncertainties, you are encouraged to review CardioTech's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K
for the fiscal year ended March 31, 2007. CardioTech assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law..
For
Further Information Contact:
Eric Walters
Sylvia Dresner
Vice President & Chief Financial Officer
Senior Vice President
CardioTech International, Inc.
VMW Corporate & Investor Relations
978-657-0075
212-616-6161
2

text: CardioTech

text: Gish Biomedical

text: Medos Medizintechnik AG

text: CardioTech

text: CardioTech International, Inc.

text: Gish Biomedical, Inc.

text: Medos Medizintechnik AG

text: Medos

text: Medos Medizintechnik AG

text: CardioTech

text: Medos

text: CardioTech

text: Gish

text: CardioTech

text: Gish

text: Gish

text: Medos

text: CardioTech

text: Gish

text: Medos

text: CardioTech

text: Gish

text: CardioTech

text: Thomas Theisen

text: Medos

text: Gish

text: Gish

text: Medos

text: Gish

text: Medos

text:
CardioTech
International, Inc.

text: CardioTech

text: CardioTech

text: CardioTech

text: CardioTech

text: CardioTech

text: Sylvia Dresner

text: CardioTech International, Inc.


text:
EX-99.1
2
mpb-ex991_36.htm
EX-99.1
mpb-ex991_36.htm
Exhibit 99.1
NEWS RELEASE
Contact:
Mid Penn Bancorp, Inc.
Matt Miller
matt.miller@midpennbank.com
484-527-4025
FOR IMMEDIATE RELEASE
Mid Penn Bancorp, Inc. Completes Acquisition of Riverview Financial Corporation
MILLERSBURG, Pa., (December 1, 2021)
(GLOBE NEWSWIRE) - Mid Penn Bancorp, Inc. ("Mid Penn") (NASDAQ: MPB) today announced that its acquisition of Riverview Financial Corporation ("Riverview") was completed after the close of business on November 30, 2021. In connection with the holding company merger, Riverview's banking subsidiary, Riverview Bank, has been merged with and into Mid Penn's subsidiary bank, Mid Penn Bank.
The all-stock transaction was valued at approximately $124.7 million and
will extend Mid Penn's footprint into attractive new markets, including the Lehigh Valley and State College region, and will expand its presence in Western Pennsylvania. The consolidated assets of the combined company are valued at approximately $4.7 billion.
"We are pleased to welcome Riverview customers, employees and shareholders to Mid Penn and Mid Penn Bank", said Mid Penn President and CEO Rory G. Ritrievi. "As we introduce the Mid Penn brand of community banking throughout the Riverview footprint, we are committed to making this combination a positive one for all involved. We believe our commitment to offering the best products and services, delivered by the best financial professionals, will be appreciated by customers and the communities at large".
Piper Sandler & Co. served as financial advisor to Mid Penn in connection with the transaction and Stephens Inc. rendered a fairness opinion to Mid Penn's board of directors. Pillar+Aught served as legal advisor to Mid Penn in the transaction. Janney Montgomery Scott LLC served as financial advisor to Riverview in connection with the transaction and rendered a fairness opinion to the Riverview board of directors. Luse Gorman, PC served as legal advisor to Riverview.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Millersburg, Pennsylvania, has been serving the community since 1868. Mid Penn has 62 retail locations in the state of Pennsylvania and total assets of approximately $4.7 billion. Its footprint includes Berks, Blair, Bucks, Centre, Chester, Clearfield, Cumberland, Dauphin, Fayette, Huntingdon, Lancaster, Lehigh, Luzerne, Lycoming, Montgomery, Northumberland, Perry, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.
Safe Harbor for Forward-Looking Statements
This document 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 various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company's business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.'s filings with the Securities and Exchange Commission (SEC).
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text: Luse Gorman, PC

text: Mid Penn Bancorp, Inc.

text: Mid Penn Bancorp Inc.

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EX-99.1
2
ex991brp8-k2020410release.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
BRP Group, Inc. Announces Acquisition of Insurance Risk Partners, LLC
- Expands BKS-Partners' Complex Risk Management and Placement Capabilities -
TAMPA, Fla. - April 1, 2020 - BRP Group, Inc. ("BRP Group" or the "Company") (NASDAQ: BRP), a rapidly growing independent insurance distribution firm delivering tailored insurance solutions, today announced that Baldwin Krystyn Sherman Partners, LLC, a subsidiary of BRP Group, has acquired substantially all assets of Insurance Risk Partners, LLC ("IRP"), an Oklahoma City-based provider of P&C insurance and additional consulting services. IRP generated annual revenues of approximately $7.0 million.
IRP was formed in 2016 by industry veterans Paul and David Brown, and Patrick Truhlar, who have decades of insurance industry experience. Since its inception, IRP has been known by clients and industry partners for their technical approach to risk management and insurance placements that supports its fundamental belief that "People Deserve Insurance Done Right". The firm's client roster includes domestic and international infrastructure-focused private equity firms and their investment subsidiaries, publicly-traded utilities, independent power generation facilities, and renewable power generation companies. Following this Partnership, BRP Group's nomenclature for a strategic acquisition, IRP will become part of and transition over time to the Company's BKS-Partners Operating Group and brand.
"We're excited to be partnering with the successful and expertly skilled IRP team, which expands our capabilities within the rapidly growing mission-critical energy and infrastructure segment, while allowing us to better capitalize on upmarket opportunities throughout BRP. Given the current macro environment, we believe IRP's clients and industry focus represent a unique combination of both economic defensibility as well as offering great growth prospects", said Trevor Baldwin, Chief Executive Officer of BRP Group. "Paul, David and Patrick have built a fantastic business headquartered in the South-Central region based on technical expertise, with a large client focus in the U.S. as well as internationally. As a result of this new partnership we will expand our large account and technical insurance risk and placement capabilities in the U.S. and abroad".
"We evaluated multiple alternatives to continue to support and fuel our rapid organic growth in our efforts to becoming a top 100 firm over the longer term. After a thorough process, we chose to join BRP Group at this early stage in our firm's history because we believe the partnership will accelerate our top-line growth by leveraging BRP's innovative service platform and unique capital structure", said Paul Brown, Chief Executive Officer of IRP. "We want to build a great business together in which both our clients and our colleagues would be excited to be included. BKS-Partners has an unparalleled track record of investing in the tools and client capabilities that will position our firm for continued success. Our current clients can expect a smooth transition, and our colleagues are looking forward to the new opportunities that BRP Group provides".
BKS-Partners works with clients across the country, providing them with best-in-class services and innovative risk solutions, and has been strategically expanding its geographic reach throughout the U.S.
ABOUT BRP GROUP, INC.
BRP Group, Inc. (NASDAQ: BRP) is a rapidly growing independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP represents over 450,000 clients across the United States and internationally, with approximately 50 offices in seven states. For more information, please visit www.baldwinriskpartners.com. Learn more about BKS-Partners at www.bks-partners.com.
ABOUT INSURANCE RISK PARTNERS, LLC
Insurance Risk Partners, LLC is a fast growing agency offering P&C insurance and other consulting services to customers within its core niches, primarily the private equity, energy, infrastructure and power and renewable energy generation sectors. Headquartered in Oklahoma City, Oklahoma, IRP strives to make the client's job easier when it comes to managing and transferring risk. IRP focuses on the client while providing the consultative insurance solutions, claims advocacy and technical support the client deserves. Since inception in 2016, IRP lives by the mantra "People Deserve Insurance Done Right." Learn more at www.irpinsurance.com.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group's expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group's strategies or expectations, including those about this Partnership. In some cases, you can identify these statements by forward-looking words such as "may", "might", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "projects", "potential", "outlook" or "continue", or the negative of these terms or other comparable terminology. Forward-looking statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption "Risk Factors" in BRP Group's Annual Report on Form 10-K for the year ended December 31, 2019, and in BRP Group's other filings with the SEC, which are available free of charge on the Securities and Exchange Commission's website at: www.sec.gov, including those factors relevant to BRP Group's integration of this Partnership, matters assessed in BRP Group's due diligence and the business, financial condition and results of operations of BRP Group or this Partner, or both. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP Group or to persons acting on behalf of BRP Group are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP Group does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
CONTACTS
INVESTOR RELATIONS
Investor Relations
(813) 259-8032 | IR@baldwinriskpartners.com
PRESS
Rachel Carr, Marketing Director
Baldwin Risk Partners
(813) 418-5166 | Rachel.Carr@baldwinriskpartners.com

text: BRP Group, Inc.

text: Insurance Risk Partners, LLC

text: BRP Group, Inc.

text: BRP Group

text: Baldwin Krystyn Sherman Partners, LLC

text: BRP Group

text: Insurance Risk Partners, LLC

text: BRP Group

text: Trevor Baldwin

text: BRP Group

text: BRP Group

text: Paul Brown

text: BRP Group

text: BRP GROUP, INC.

text: BRP Group, Inc.

text: INSURANCE RISK PARTNERS, LLC

text: Insurance Risk Partners, LLC

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group

text: BRP Group


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EX-99.1 CHARTER
9
ex99_1.htm
Organic
Plant Health Acquires Kenactiv Innovations of Scottsdale, AZ
CHARLOTTE,
N.C., Jan. 25, 2013 /PRNewswire/ -- Organic Plant Health Incorporated (OTCQB: OPHID) ("OPHI"), a Charlotte, North
Carolina producer of professional grade organic-based and hybrid turf and garden care products used in residential and commercial
applications, has acquired Kenactiv Innovations Inc. ("Kenactiv"), a Scottsdale, Arizona provider of natural fiber based
products used in packaging, textiles, automotive parts, oil drilling, plastic composites, agriculture and environmental management.
OPHI
and Kenactiv entered into a Share Exchange Agreement, in which Kenactiv issued 50 million shares of Kenactiv common stock (constituting
52% of the outstanding shares of Kenactiv) to OPHI and OPHI issued 54 million shares of OPHI common stock (constituting 97% of
the outstanding shares of OPHI), to Kenactiv (the "Exchange"). Shareholders of OPHI prior to the Exchange will
own 3% of the outstanding common stock of OPHI following the Exchange. OPHI will change its name to Kenactiv Innovations
Inc. ("Kenactiv Innovations") and its new Board of Directors will consist of Christopher E. Galvin, Billy Styles and
Cameron Adair. Governance of both Kenactiv Innovations and Kenactiv will be controlled by the Board of Directors of Kenactiv
Innovations.
The
combined entity, Kenactiv Innovations, will bring increased awareness to the benefits of kenaf, a plant with an extremely favorable
carbon footprint and a multitude of uses. By replacing petroleum based products and other, less sustainable, natural products
with Kenactiv's line of products derived from kenaf, manufactures can greatly reduce their carbon footprint, reduce costs and
improve the performance of their products.
"The
demand for our natural fiber solutions from the automotive, energy and consumer products sectors has ramped up significantly over
the past year", according to Christopher E. Galvin, Kenactiv's Chairman and CEO. "Becoming a public company through
the acquisition by OPHI will enhance our ability to create shareholder value. We intend to rapidly scale production to support
expansion of our revenue base through our DrillWall™, FiberZorb™ and other natural fiber solutions. Our two companies
share important synergies and OPHI's portfolio of sustainable lawn and garden products is a great complement to our retail platform".
A
broad spectrum of industries increasingly view sustainability as a strategic business advantage because of the increased customer
loyalty, reduced operating risks and reduced regulatory burden. Through Kenactiv's innovative natural fiber products, manufacturers
can achieve their sustainability goals while improving performance of their products and reducing costs.
"We
are very excited to be joining with Kenactiv", noted Billy Styles, founder and President of OPHI. "The potential impact
of kenaf in growing our specialty turf, garden and agricultural management products is tremendous. And as a horticulturalist,
it will be very gratifying to help drive the improved sustainability of other industries through the use of natural fibers. Having
access to Kenactiv's operational, financial and management expertise will also be a great asset to us as we build on our regional
success bringing authentically sustainable solutions for responsible turf and garden care to a broader market".
Christopher
E. Galvin, Chairman and CEO of Kenactiv is appointed Chairman, President and Chief Executive Officer of Kenactiv Innovations,
David Querciagrossa, of Kenactiv, is appointed Chief Financial Officer of Kenactiv Innovations, and Michael J. Sinnwell,
Jr., also of Kenactiv, is appointed Chief Operating Officer. Billy Styles, founder of OPHI, will serve as President of the division
focused on Kenactiv Innovations' lawn and garden division, and Alan Talbert, of OPHI, becomes Vice President of Operations of
that division
About
Kenactiv Innovations Inc.
Kenactiv
Innovations Inc. ("Kenactiv") is a manufacturer of products made from kenaf supplying rapidly expanding U.S. industrial
and consumer demand for natural fiber solutions. Kenaf is a rapidly renewable crop with an extremely favorable environmental footprint
and applications in a broad range of industries. Kenactiv's innovative processes and technologies activate the tremendous power
of kenaf to make many of the products the world relies on better while also reducing the environmental impact of manufacturing,
distributing and disposing of them. The Company, headquartered in Scottsdale (AZ), was founded in 2008 in Snow Hill (NC) where
it owns and operates a 160,000 square foot manufacturing facility.
About
Organic Plant Health, Inc.
OPHI
was founded in Charlotte, NC in 2007 by Billy Styles and Alan Talbert. The Company produces, distributes and sells organic based,
natural and environmentally responsible products for the continual care of the urban and suburban landscape. Its products consist
of granular and liquid fertilizers, soil conditioners, pest control products and select garden supplies. The products are specially
formulated to support and restore the diverse nutrient balance characteristic of a naturally robust soil environment without the
detrimental effects of many conventional and synthetic lawn and garden products.
FORWARD-LOOKING
STATEMENTS
Any
statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. Words such as "anticipate", "believe", "estimate", "expect,"
"forecast", "intend", "may", "plan", "project", "predict", "if,"
"should" and "will" and similar expressions as they relate to Organic Plant Health Inc. are intended to identify
such forward-looking statements. Organic Plant Health Inc. may from time to time update these publicly announced projections,
but it is not obligated to do so. Any projections of future results of operations or the anticipated benefits of the merger and
other aspects of the proposed merger should not be construed in any manner as a guarantee that such results or other events will
in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion
of such risks and uncertainties, see "Risk Factors" in OPHI's report on Form 10-K filed with the Securities and Exchange
Commission and its other filings under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the dates on which they are made.
website:
www.kenactiv.com
SOURCE
Kenactiv Innovations, Inc.
RELATED LINKS
http://www.kenactiv.com

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Plant Health

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Kenactiv Innovations
Inc.

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Innovations

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Kenactiv
Innovations Inc.

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text: Kenactiv Innovations


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EX-99.1
3
exhibit2.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Investor Relations
757-519-9300 ext. 13010
info@portfoliorecovery.com
PORTFOLIO RECOVERY ASSOCIATES ACQUIRES ALATAX
Transaction Provides Entry into the Large Market for Government Accounts Receivables Management
Expected to be Immediately Accretive to Earnings
NORFOLK, Va., August 1, 2005
- Portfolio Recovery Associates, Inc. (Nasdaq: PRAA), a company that
purchases, collects and manages portfolios of defaulted consumer receivables, today announced it
has acquired substantially all of the assets of Alatax, Inc., a privately held company that
specializes in government collections.
The acquisition, which was completed on July 29, 2005, after the market closed, has a total price
of $17.5 million, consisting of $16.1 million in cash and $1.4 million in Portfolio Recovery
Associates common stock. Alatax's two top executives, President Kennon Walthall and Executive Vice
President Stephen Morris, have both signed long-term employment agreements and will continue to
manage the company.
Portfolio Recovery Associates anticipates the acquisition will be accretive to earnings beginning
immediately.
"Alatax represents an important investment for Portfolio Recovery Associates, providing us with
entry into the large market for government accounts receivables management and creating yet another
growth engine for the company. This transaction follows our strategy of selective acquisitions
that bring us complimentary skills and expertise. In terms of its competencies, operating methods,
philosophy and management, Alatax is a perfect fit for Portfolio Recovery Associates. We are
excited to welcome Kennon, Stephen and the entire Alatax team to PRA", said Steven D. Fredrickson,
Chairman, President and Chief Executive Officer of Portfolio Recovery Associates.
Alatax, which is based in Birmingham, Alabama, was founded in 1980 and has become a leading
provider of outsourced business revenue administration, audit and debt discovery/recovery services
for local governments. Alatax has a workforce of about 80 employees and contractors. Although
most of its clients are located in Alabama (where it operates as Alatax), the company recently has
begun expanding into surrounding states (where it operates as Revenue Discovery Systems (RDS)).
"Alatax is proud to be joining Portfolio Recovery Associates, a dynamic and customer-oriented
company with a clear focus on steady, disciplined growth. Together with PRA, we will continue to
cement our leading position in the government collections market. Now, as part of a larger
organization with greater resources, we will be able to more quickly refine and strengthen our
current services as well as speed up the development and deployment of additional services we have
in our development pipeline. Our current and future government clients will also benefit from the
multi-state presence of PRA", said Kennon Walthall, President of Alatax.
As previously announced, Mr. Fredrickson and Kevin P. Stevenson, Portfolio Recovery Associates'
Chief Executive Officer and Chief Financial Officer, respectively, are scheduled to make a
presentation to the investment community at the America's Growth Capital 2nd Annual Growth
Conference in Boston, Massachussets, on Monday, August 1, 2005. At that time, they may discuss the
Alatax acquisition.
Investors interested in listening to the presentation may do so through a live web cast provided on
the Investor Relations page of Portfolio Recovery Associates' website at www.portfoliorecovery.com,
under Event Calendar. The link will be accessible at approximately 2:00 p.m. EDT the day of the
conference. A replay will be available approximately 15 minutes after the presentation is
completed and will remain available for seven days.
Kaulkin Ginsberg Company (www.kaulkin.com) advised Alatax on this transaction.
About Portfolio Recovery Associates, Inc.
Portfolio Recovery Associates is a full-service provider of outsourced receivables management and
related services. Portfolio Recovery Associates purchases, collects and manages portfolios of
defaulted consumer receivables and provides collateral location services for credit originators.
Defaulted consumer receivables are the unpaid obligations of individuals to credit originators,
including banks, credit unions, consumer and auto finance companies, retail merchants and other
providers of goods and services. The defaulted consumer receivables Portfolio Recovery Associates
collects are generally either purchased from sellers of defaulted consumer debt or are collected on
behalf of debt owners on a commission basis.
Statements herein which are not historical, including Portfolio Recovery Associates' or
management's intentions, hopes, beliefs, expectations, representations, projections, plans or
predictions of the future, including statements with respect to future service offerings, growth,
and contributions to earnings of the Alatax business and future acquisition opportunities 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 include references to Portfolio Recovery Associates' presentations and web casts. The
forward-looking statements in this press release are based upon management's beliefs, assumptions
and expectations of the Company's future operations and economic performance, taking into account
currently available information. These statements are not statements of historical fact.
Forward-looking statements involve risks and uncertainties, some of which are not currently known
to us. Actual events or results may differ from those expressed or implied in any such
forward-looking statements as a result of various factors, including the risk factors and other
risks that are described from time to time in the Company's filings with the Securities and
Exchange Commission including but not limited to its Registration Statements on Form S-3, its
annual reports on Form 10-K, its quarterly reports on Form 10-Q and its current reports on Form
8-K, filed with the Securities and Exchange Commission and available through the Company's website,
which contain a more detailed discussion of the Company's business, including risks and
uncertainties that may affect future results. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements, which speak only as of
the date hereof. Information in this press release may be superseded by more recent information or
statements, which may be disclosed in later press releases, subsequent filings with the Securities
and Exchange Commission or otherwise. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or to reflect any change in
events, conditions or circumstances on which any such forward-looking statements are based, in
whole or in part.
# # #

text: PORTFOLIO RECOVERY ASSOCIATES

text: ALATAX

text: Portfolio Recovery Associates, Inc.

text: Alatax, Inc.

text:
Portfolio Recovery
Associates

text: Alatax

text: Kennon Walthall

text: Portfolio Recovery Associates

text: Alatax

text: Portfolio Recovery Associates

text: Alatax

text: Portfolio Recovery Associates

text: Alatax

text: Steven D. Fredrickson

text: Portfolio Recovery Associates

text: Alatax

text: Alatax

text: Alatax

text: Alatax

text: Portfolio Recovery Associates

text: Kennon Walthall

text: Alatax

text: Portfolio Recovery Associates

label: event

text: Alatax

text: Portfolio Recovery Associates

text: Kaulkin Ginsberg Company

text: Alatax

text: Portfolio Recovery Associates, Inc.

text: Portfolio Recovery Associates

text: Portfolio Recovery Associates

text: Portfolio Recovery Associates

text: Portfolio Recovery Associates

text: Alatax

text: Portfolio Recovery Associates