text:
EX-99.3
7
exh993pdii_closingxfinal.htm
EXHIBIT 99.3
Exhibit
Exhibit 99.3
PDI Completes Sale of Its Commercial Services Business to Publicis Healthcare Communications Group
PDI Transitions to Pure Play Molecular Diagnostics Business and Changes Name to Interpace Diagnostics Group
Parsippany, NJ, December 22, 2015 -- PDI, Inc. (Nasdaq: PDII) announced the closing of the definitive asset purchase agreement under which Publicis Healthcare Communications Group has acquired PDI's Commercial Services business (CSO) for the initial upfront cash payment of $25.5 million. The total gross cash proceeds are approximately $28.5 million, which includes the upfront cash payment as well as a closing working capital payment. The agreement was previously announced on November 2nd, 2015 and on December 22, 2015 the transaction was approved by a majority of the PDI stockholders. Today, PDI changed its corporate name to Interpace Diagnostics Group (Interpace), Inc. and it will begin trading under the trading symbol IDXG on NASDAQ on December 23, 2015. The Company is using the proceeds from the transaction to pay off its existing senior commercial debt and for ongoing working capital to drive the growth of its molecular diagnostics operations.
"With the completion of the transaction, we are now a pure play in the expanding molecular diagnostics industry offering best in class solutions for determining the presence of certain cancers to clinicians and their patients. We are excited about our prospects in this growing and technologically advanced field of medicine. In addition to substantially greater gross margins and faster growth opportunities compared to our previous operations, we believe the pre-cancerous diagnosis area of molecular testing is an optimal area for Interpace to grow its diagnostics business. The pre-cancerous diagnostics market offers significant growth and strong patient value given the
substantial opportunity it affords to lower healthcare costs by reducing many unnecessary surgeries and avoid too frequent monitoring. We are keenly focused on growing our test volumes, reimbursement and revenue for our three commercialized innovative tests, bringing to market over the next year a fourth test, and building value for our shareholders", said Nancy Lurker, President and CEO.
Forward Looking Statements
This press release 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 the Private Securities Litigation Reform Act of 1995, relating to our future financial and operating performance. PDI has attempted to identify forward looking statements by terminology including "believes", "estimates", "anticipates", "expects", "plans", "projects", "intends", "potential", "may", "could", "might", "will", "should", "approximately" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond PDI's control. These statements also involve known and unknown risks, uncertainties and other factors that may cause PDI's actual results to be materially different from those expressed or implied by any forward-looking statement. Known and unknown risks, uncertainties and other factors include, but are not limited to, our ability to adequately finance the business, the market's acceptance of our molecular diagnostic tests; our ability to secure additional business and generate higher profit margins through sales of our molecular diagnostic tests, in-licensing or other means, projections of future revenues, growth, gross profit and anticipated internal rate of return on investments. Additionally, all forward-looking statements are subject to the risk factors detailed from time to time in PDI's periodic filings with the Securities and Exchange Commission (SEC), including without limitation, the Annual Report on Form 10-K filed with the SEC on March 5, 2015 and in PDI's Form 10-Q filed with the SEC on November 12, 2015. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, PDI undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
About Interpace Diagnostics Group, Inc
Interpace Diagnostics is focused on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. The company currently has three commercialized molecular tests; PancraGen for the diagnosis and prognosis of pancreatic cancer from pancreatic cysts; ThyGenX, for the diagnosis of thyroid cancer from thyroid nodules utilizing a next generation sequencing assay
and ThyraMIR, for the diagnosis of thyroid cancer from thyroid nodules utilizing a proprietary gene expression assay. Interpace Diagnostics mission is to provide personalized medicine through molecular diagnostics and innovation to advance patient care based on rigorous science.
About PDI, Inc.
PDI is a leading healthcare commercialization company providing go-to-market strategy and execution to established and emerging pharmaceutical, biotechnology, diagnostics and healthcare companies in the United States through its Commercial Services business, and developing and commercializing molecular diagnostic tests through its Interpace Diagnostics business. PDI's Commercial Services is focused on providing outsourced pharmaceutical, biotechnology, medical device and diagnostic sales teams to its corporate customers.
CONTACTS:
Investor Relations:
Chris Dailey / Doug Sherk
EVC Group, Inc.
(646)445-4800
cdailey@evcgroup.com
Media:
Dave Schemelia
EVC Group, Inc.
(646)201-5431
dave@evcgroup.com

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: Nancy Lurker

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI

text: PDI


dataset: buster

text:
EX-99
2
ex99landmark1212.htm
EXHIBIT 99: PRESS RELEASE
ex99landmark1212
Exhibit 99
Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100
NHI Acquires Wisconsin Assisted Living Facility for $20.2 Million
MURFREESBORO, Tenn. - (December 26, 2012) National Health Investors, Inc. (NYSE:NHI) announced today a $20.2 million purchase of Charleston House, a 120-unit assisted living and memory care facility in Beaver Dam, Wisconsin. Charleston House will be leased to Landmark Senior Living Communities ("Landmark") for an initial term of 15 years with renewal options, at a lease rate of 7.75% plus annual fixed escalators. The purchase was funded from borrowings on NHI's revolving credit facility.
"This acquisition is illustrative of NHI's commitment to growing our private-pay assisted living portfolio through creating valuable relationships with experienced operators", said Justin Hutchens, NHI's President and CEO.
About National Health Investors
National Health Investors, Inc. (NYSE: NHI) is a healthcare real estate investment trust specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI's investments include independent living, assisted living, senior living campuses, skilled nursing facilities, medical office buildings, and hospitals. Find additional information about NHI at www.nhireit.com.
Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's web site at http://www.sec.gov or on NHI's web site at http://www.nhireit.com.

label: organization

text: NHI

text: National Health Investors, Inc.

text: NHI

text: NHI

text: NHI

text: NHI

text: National Health Investors, Inc.

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

text: NHI

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
3
livedeal_8k-ex9902.htm
PRESS RELEASE
Exhibit 99.2
LiveDeal, Inc. Acquires Online Retailer ModernEveryday.com, Expanding livedeal.com's
Offering to Include Consumer Products
Company
Purchases New Asset for Cash, Note and LiveDeal Stock Valued at $8 Per Share
LAS VEGAS, August 18, 2014 - LiveDeal, Inc. (NASDAQ:LIVE)
("LiveDeal" or the "Company"), a publicly traded company that operates livedeal.com, a geo-location based mobile
marketing platform that enables restaurants to publish "real-time" and "instant offers" to nearby consumers,
today announced that it has acquired leading online retailer, ModernEveryday.com.
The acquisition, which was completed using a combination of
cash, a note, and LiveDeal restricted stock valued at $8 per share, marks the next step in LiveDeal's evolution to become
a leading online presence for consumer deals across a variety of verticals. Modern Everyday reported
nearly
$10M in revenues last year (unaudited). The Company expects this revenue to significantly increase following an additional infusion
of cash into its new division.
"This acquisition is very important to LiveDeal in a variety
of ways, including Modern Everyday's top-notch team, led by Byron Hsu, and its proprietary software that has the expansive
capability to track products and predict consumer behavior and spending habits, ensuring that LiveDeal provides the best products
and the best savings for its customers based on knowledge of what they are looking for", said Jon Isaac, CEO of LiveDeal.
"Strategically, moderneveryday.com is a perfect fit for us as we expand our offering on our flagship property, livedeal.com,
increasing our reach beyond restaurant deals into the consumer products market. It is our intention that consumers look to LiveDeal
for money-saving opportunities across various aspects of their lives. We expect that this acquisition will significantly improve
our revenues, and we hope it will significantly elevate shareholder value".
Part of the
Inc.
5000 for three years running and located in Alhambra, CA, Modern Everyday seeks products that are innovative, simple, and which
help make day-to-day living easier and more enjoyable. Modern Everyday's goal is to help customers take advantage of the
conveniences of today's technology by offering these items on its website. Initially focusing on kitchen products and toys, Modern
Everyday offers a mixed approach that focuses on customer demands, ranging from housewares to apparel, from sporting goods to beauty
and baby products. All of its products are available online at competitive prices, and its retail store acts as a showroom where
consumers can have a more conventional experience.
About LiveDeal, Inc.
LiveDeal, Inc. provides marketing solutions that boost customer
awareness and merchant visibility on the Internet. LiveDeal operates a deal engine, which is a service that connects merchants
and consumers via an innovative platform that uses geo-location, enabling businesses to communicate real-time and instant offers
to nearby consumers. In November 2012, LiveDeal commenced the sale of marketing tools that help local businesses manage their online
presence under the Company's Velocity Local™ brand. LiveDeal continues to actively develop, revise, and evaluate these products
and services and its marketing strategies and procedures. For more information, visit www.livedeal.com.
Forward-Looking and Cautionary Statements
This press release contains "forward-looking" statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on present
circumstances and on LiveDeal's predictions with respect to events that have not occurred, that may not occur, or that may occur
with different consequences and timing than those now assumed or anticipated. Any statements that express, or involve discussions
as to, expectations, beliefs, plans, objectives, outlook, assumptions or future events or performance, which often, but do not
always, include the use of words or phrases such as "anticipates", "believes", "estimates", "expects,"
"intends", "plans", "predicts", "projects", "targets" or similar expressions,
are not statements of historical facts and may be forward-looking. Such forward-looking statements, including any statements regarding
the plans and objectives of management for future operations or products, the market acceptance or future success of our products,
anticipated results from acquisitions, and our future financial performance and stockholder value, are not guarantees of future
performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from
the events or results described in the forward-looking statements. Forward-looking statements are made only as of the date of this
release and LiveDeal does not undertake and specifically declines any obligation to update any forward-looking statements. Readers
should not place undue reliance on these forward-looking statements.
Contact:
LiveDeal, Inc.
Tim Matula, investor relations
425-836-9035
press@livedeal.com
http://livedeal.com/pressroom
Source: LiveDeal, Inc.

text: LiveDeal, Inc.

text: ModernEveryday.com

text: LiveDeal

text: LiveDeal, Inc.

text: LiveDeal

text: ModernEveryday.com

text: LiveDeal

text: LiveDeal

text: LiveDeal

text: LiveDeal

label: person

text: Jon Isaac

text: LiveDeal

text: LiveDeal

text: LiveDeal, Inc.

text: LiveDeal, Inc.

text: LiveDeal

text: LiveDeal

text: LiveDeal

text: LiveDeal

text: LiveDeal

text: LiveDeal, Inc.

text: LiveDeal, Inc.


text:
EX-99.1
2
rt2865ex991.txt
Exhibit 99.1
RADIATION THERAPY SERVICES ACQUIRES FOUR TREATMENT CENTERS FOR $16.1 MILLION
- Company Enters Arizona and Massachusetts Markets -
FORT MYERS, Fla., June 2 /PRNewswire-FirstCall/ -- Radiation Therapy
Services, Inc. (Nasdaq: RTSX), a leading operator of radiation therapy
centers, today announced it has acquired four radiation treatment centers for
a total purchase price of $16.1 million from Dolphin Medical, Inc.
The treatment centers are located in the markets of Scottsdale, AZ, Holyoke,
MA, Belcamp, MD and Greenbelt, MD. All of the treatment centers are currently
operational, treating an aggregate of approximately 100 patients per day. The
Company expects the four centers to produce total annual revenues of
approximately $11 million in the first 12 months of operation. The acquisition
was financed by the Company's existing credit facility.
The acquisition of the Scottsdale and Holyoke treatment centers marks
Radiation Therapy's entrance into the Arizona and Massachusetts markets. The
Scottsdale treatment center is currently treating some patients with advanced
technology.
The acquisition of the Belcamp and Greenbelt treatment centers augment the
Company's existing centers in its Western Maryland regional network. The
Greenbelt treatment center is currently treating patients with IMRT technology.
Dr. Daniel Dosoretz, President and Chief Executive Officer, commented, "The
acquisition of these four radiation treatment centers is consistent with our
strategy of entering new markets that meet our established criteria and
continuing to build on our existing regional networks. We are particularly
pleased with the acquisition of the Scottsdale center, as it is located in a
market with favorable demographics that has been experiencing robust growth.
This center provides the opportunity to expand an already growing market".
About Radiation Therapy Services
Radiation Therapy Services, Inc., which operates radiation treatment centers
primarily under the name 21st Century Oncology, is a provider of radiation
therapy services to cancer patients. The Company's 65 treatment centers are
clustered into 21 regional networks in 13 states, including Alabama, Arizona,
Delaware, Florida, Kentucky, Maryland, Massachusetts, Nevada, New Jersey, New
York, North Carolina, Rhode Island and West Virginia. The Company is
headquartered in Fort Myers, Florida. More information about the Company can be
found at its Web site http://www.rtsx.com.
This release may contain forward-looking statements about the Company's
planned acquisitions, future plans, expectations and objectives. Words such as
"may", "will", "expect", "intend", "anticipate", "plan", "believe", "seek,"
"could" and "estimate" and variations of these words and similar expressions are
intended to identify forward-looking statements. These forward-looking
statements are not historical facts and are subject to risks and uncertainties
that could cause the actual results to differ materially from those projected in
these forward-looking statements including, but not limited to risks associated
with the integration of the acquired business including patient retention and
the future financial performance of the acquired businesses as well as those
risk factors described in the Company's recent annual report on Form 10-K and
the Company's other filings with the Securities and Exchange Commission which
are available on the SEC's website at http://www.sec.gov. Readers of this
release are cautioned not to place undue reliance on forward- looking
statements. The Company undertakes no obligation to publicly update or revise
the forward-looking statements contained herein to reflect changed events or
circumstances after the date of this release.
Contacts:
Dave Koeninger
Chief Financial Officer
Radiation Therapy Services, Inc.
239-931-7282
dkoeninger@rtsx.com
Investors/Media:
Nick Laudico/Jason Rando
The Ruth Group
646-536-7030/7025
nlaudico@theruthgroup.com
jrando@theruthgroup.com
SOURCE Radiation Therapy Services, Inc.
-0- 06/02/2005
/CONTACT: Dave Koeninger, Chief Financial Officer of Radiation Therapy
Services, Inc., +1-239-931-7282, dkoeninger@rtsx.com; or Investors, Nick
Laudico, +1-646-536-7030, nlaudico@theruthgroup.com, or Media, Jason Rando,
+1-646-536-7025, jrando@theruthgroup.com, both of The Ruth Group /
/Web Site: http://www.rtsx.com/

text: RADIATION THERAPY SERVICES

text:
Radiation Therapy
Services, Inc.

text: Dolphin Medical, Inc.

text: Daniel Dosoretz

text: Radiation Therapy Services

text: Radiation Therapy Services, Inc.

text: Dave Koeninger

text: Radiation Therapy Services, Inc.

text: Radiation Therapy Services, Inc.

text: Dave Koeninger

text:
Radiation Therapy
Services, Inc.


text:
EX-99.1
3
v349314_ex99-1.htm
EXHIBIT 99.1
MuniMae Announces Steps to Mitigate Interest Rate Risk, Generate Cash and Improve Stock Liquidity
BALTIMORE, July 3, 2013 /PRNewswire/ -- Municipal Mortgage & Equity, LLC (OTC: MMAB) ("MuniMae" or the "Company") announced it has today completed a transaction which had the effect of selling the Company's fixed rate performing multifamily bond portfolio and relieving the Company of the associated debt and preferred equity obligations. The effective price for the $849 million portfolio was equal to fair value at June 30, 2013 and 101% of par, and, in addition to eliminating $799 million of debt and preferred equity obligations, the Company received $79 million in cash. Concurrently with this press release, the Company also filed a current report on Form 8-K providing more details on this transaction.
The Company also announced that it intends to convert to a corporation for federal income tax purposes and that it intends to expand its current share buyback plan.
"We believe the steps we have announced today are important for our company and our shareholders for several reasons", said Michael Falcone, MuniMae's Chief Executive Officer. "We have disclosed for some time that we were concerned about rising interest rates, and this transaction greatly reduces our exposure to rising rates. For a variety of reasons, the buyer is currently better able than we are to own and manage these assets in both a rising and a volatile interest rate environment. We have retained the participating and defaulted bonds because we believe that with these bonds the benefits of our intensive asset management will more than offset the risks associated with rising rates. We believe there are attractive opportunities to redeploy the capital we have generated, such as buying back more of our outstanding debt, reinvesting in our real estate asset management business or purchasing shares under an expanded share buyback plan".
On July 5, 2013 the Company plans to convert from a publicly traded partnership to a corporation for tax purposes. Upon conversion, the Company will no longer pass through its income to shareholders and will no longer issue tax reports on Schedule K-1 for tax years following the conversion date. Instead, the Company will be directly liable for federal, state and local income taxes. Falcone added, "The anticipated switch to corporation status for tax purposes should allow for a wider group of investors to own our stock without the reporting burden associated with publicly-traded-partnerships. This change, combined with the expansion of our stock repurchase plan, which we expect will be effective in mid August, should provide increased liquidity in our stock." Shareholders will receive a final Schedule K-1 for the short-year January 1, 2013 through July 4, 2013, including potential capital gains from the transaction involving the Company's fixed rate performing multifamily bond portfolio described above.
The Company will host a conference call on Tuesday July 9, 2013 at 4:30 p.m. ET to provide a business update and discuss further the developments announced today.
The conference call will be webcast. All interested parties are welcome to join the live webcast, which can be accessed through
the Company's web site at
www.munimae.com
, under Investor Relations. Participants
may also join the conference call by dialing toll free 1-800-860-2442, 1-866-605-3852 for Canadian participants or 1-412-858-4600
for international participants.
An archived replay of the event will be available one hour after the event through 9:00 a.m. on July 17, 2013, toll free at 1-877-344-7529, or 1-412-317-0088 for international participants (Passcode:
10030954
). The conference call transcript will also be archived on our website.
Cautionary Statement Regarding Forward-Looking Statements
This Release contains forward-looking statements intended to qualify for the safe harbor contained in Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often include words such as "may", "will", "should", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "seek", "would", "could", and similar words or are made in connection with discussions of future operating or financial performance.
Forward-looking statements reflect our management's expectations at the date of this Release regarding future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may differ materially from what is anticipated in the forward-looking statements. There are many factors that could cause actual conditions, events or results to differ from those anticipated by the forward-looking statements contained in this Release. These factors include changes in market conditions that affect the willingness of potential investors or lenders to provide us with debt or equity, changes in market conditions that affect the value or marketability of assets we own, changes in market conditions or other factors that affect our access to cash that we may need to meet our commitments to other persons, changes in interest rates or other conditions that affect the value of mortgage loans we have made, changes in interest rates that affect our cost of funds, tax laws, environmental laws or other conditions that affect the value of the real estate underlying mortgage loans we own, and changes in tax laws or other things beyond our control that affect the tax benefits available to us and our investors. Readers are cautioned not to place undue reliance on forward-looking statements. We have not undertaken to update any forward-looking statements in this Release.
MUNIMAE: INTEGRITY. INNOVATION. SERVICE.
www.MuniMae.com
CONTACT: MuniMae, Brooks Martin, Investor Relations, 855-650-6932

text: Municipal Mortgage & Equity, LLC


text:
EX-99.2
14
s105058_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
GlyEco Announces Closing of Acquisition of Certain
Glycol Distillation Assets from The Dow Chemical Company
ROCK HILL, SC, January 3, 2017 (ACCESS NEWSWIRE) - GlyEco,
Inc. (OTC: GLYE) ("GlyEco" or the "Company"), a leading specialty chemical company, today announced the completion
of its previously announced acquisition by its subsidiary Recovery Solutions & Technologies Inc. ("RS&T") of
certain glycol distillation assets from Union Carbide Corporation, a wholly-owned subsidiary of The Dow Chemical Company, at Institute,
West Virginia.
"We are pleased
to have completed this acquisition, which is part of the broader transformation of GlyEco into a significant vertically integrated
glycol solutions provider in North America", said Ian Rhodes, GlyEco's President and Chief Executive Officer. "We
are excited about the future of our Company and the benefits the recently combined GlyEco and WEBA businesses and acquired glycol
distillation assets will bring to our stakeholders".
About
GlyEco, Inc.
GlyEco
is a leading specialty chemical company, leveraging technology and innovation to focus on vertically integrated, eco-friendly
manufacturing, customer service and distribution solutions. Our eight
facilities,
including the recently acquired 14-20 million gallons per
year, ASTM E1177 EG-1, glycol
re-distillation plant in West Virginia,
deliver superior quality glycol products that
meet or exceed ASTM
quality standards, including a wide spectrum of ready to use antifreezes
and additive packages for antifreeze/coolant, gas patch coolants and
heat
transfer fluid industry, throughout North America. Our team's
extensive experience
in the chemical field, including direct experience
with reclamation of all types of
glycols, gives us the ability to
process a wide range of feedstock streams, formulate
and produce unique
products and has earned us an outstanding reputation in our markets.
For further information, please visit:
http://www.glyeco.com
Safe Harbor Statement
This press 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. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results
may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting
the Company's business including, increased competition; the ability of the Company to expand its operations through either acquisitions
or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence;
general economic conditions; and other risks detailed from time to time in the Company's filings with the Securities and Exchange
Commission.
Contact:
GlyEco, Inc.
Ian Rhodes
Chief Executive Officer, President and Interim Chief Financial Officer
irhodes@glyeco.com
866-960-1539

text: GlyEco

text: The Dow Chemical Company

text:
GlyEco,
Inc.

text: GlyEco

text: The Dow Chemical Company

text: GlyEco

text: Ian Rhodes

text: GlyEco

text: GlyEco

text: GlyEco, Inc.

text: GlyEco

text: GlyEco, Inc.

text: Ian Rhodes


text:
EX-99.1
2
ex99120190129compcor.htm
EXHIBIT 99.1
Exhibit
Axos Financial, Inc. Closes COR Clearing LLC Acquisition
Transaction Expected to be Accretive to Earnings per Share by 6% in Fiscal Year 2020
SAN DIEGO, CA - (BUSINESSWIRE) - January 29, 2019 - Axos Financial, Inc. (NYSE: AX) ("Axos" or the "Company") announced that its subsidiary, Axos Clearing, LLC, has completed the acquisition of the parent company of COR Clearing LLC ("COR Clearing") after receiving all required regulatory approvals. The Company expects the transaction to be accretive to diluted earnings per common share ("EPS") by approximately 6% in Fiscal Year ending June 30, 2020 and 7% in Fiscal Year ending June 30, 2021.
Headquartered in Omaha, Nebraska, COR Clearing is a leading, full-service correspondent clearing firm for more than 60 independent broker-dealers and 90,000 customers. COR Clearing, a wholly-owned subsidiary of Axos Financial, Inc., will be rebranded Axos Clearing.
"This transaction adds another component to our strategy of distributing financial services through a specialized and scalable technology platform", stated Greg Garrabrants, President and Chief Executive Officer of Axos Financial, Inc. Mr. Garrabrants continued, "COR provides us with an experienced team and a solid foundation to grow our securities business. The approximately $470 million of low-cost deposits held by COR's clients afford us the flexibility to further reduce our funding costs. The addition of approximately $35 million of annual fee income will diversify our non-interest income and boost our best-in-class return on equity".
About Axos Financial, Inc.
Axos Financial, Inc. is the holding company for Axos Bank, formerly known as BofI Federal Bank. Axos Bank is a nationwide bank that provides financing for single and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. With nearly $10 billion in assets, Axos Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Financial, Inc.'s common stock is listed on the NYSE under the symbol "AX" and is a component of the Russell 2000® Index and the S&P 600® Index. For more information about Axos Bank, please visit https://www.axosbank.com.
About COR Clearing LLC
Headquartered in Omaha, Nebraska, COR Clearing is a full-service, independent securities clearing firm servicing retail and online broker-dealers and registered investment advisers throughout the United States. COR Clearing is a registered broker-dealer in all 50 states and is regulated by FINRA, the SEC, and additional Self-Regulatory Organizations (SROs). COR Clearing is the wholly-owned subsidiary of COR Securities Holdings Inc. More information is available at https://www.corclearing.com.
Forward-Looking Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to the integration and growth of COR Clearing's businesses, the projections of Axos Financial's performance and earnings per share resulting from the transaction. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation changes in interest rates, inflation, government regulation, general economic conditions, conditions in the real estate markets in which we operate and other factors beyond our control. These and other risks and uncertainties detailed in Axos Financial's periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from
those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and Axos Financial undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Contact:
Johnny Lai, CFA
VP, Corporate Development and Investor Relations
Phone: 1-858-649-2218
Email: jlai@axosfinancial.com

text: Axos Financial, Inc.

text: COR Clearing LLC

text: Axos Financial, Inc.

text: Axos Clearing, LLC

text: COR Clearing LLC

text: Axos Financial, Inc.

text: Greg Garrabrants

text: Axos Financial, Inc.

text: Axos Financial, Inc.

text: Axos Financial, Inc.

text: Axos Financial, Inc.

text: COR Clearing LLC


text:
EX-99.2
3
e17315_ex99-2.htm
ACRE Realty Investors Inc. Announces Board Approval of Dissolution
NEW YORK, June 27, 2017-ACRE Realty
Investors Inc. (NYSE MKT: AIII) (the "Company") today announced that, after careful consideration of the available
strategic alternatives for the Company presented by management and management's recommendation in favor of the liquidation
and dissolution of the Company, the Company's Board of Directors has determined that it is in the best interests of the Company's
shareholders for the Company to dissolve, liquidate and distribute to shareholders its available assets.
"After evaluating the Company's
strategic options, the Board of Directors has reached the conclusion that it is in the best interests of the shareholders to dissolve
and liquidate the Company", stated Edward Gellert, the Company's Chairman of the Board, Chief Executive Officer and
President. "The Board of Directors and management, together with the Company's advisors, devoted substantial time and
effort in seeking, identifying and pursuing opportunities to enhance shareholder value; however, the process to date has not yielded
any opportunities viewed by the Board as reasonably likely to provide greater realizable value to shareholders than the complete
dissolution and liquidation of the Company", Mr. Gellert continued.
The Company's dissolution was unanimously
approved by the Board of Directors but is subject to shareholder approval. The Company intends to present this proposal to its
shareholders at a special meeting of shareholders at a time, date and location to be announced. The Company will file prescribed
proxy materials with the Securities and Exchange Commission (the "SEC") in advance of that meeting. If approved by
the Company's shareholders, the Company intends to file a notice of intent to dissolve with the Georgia Secretary of State.
After filing the notice of intent to dissolve, the Company will send or cause written notice of dissolution to be sent to each
known claimant against the Company and will publish a notice of intent to dissolve in accordance with the requirements of Georgia
law.
In connection with the dissolution, the
Company intends to liquidate the Company's assets and make adequate provision for all of the Company's existing and
reasonably foreseeable debts, liabilities and obligations. The Company will, following notice and, if any claims are untimely or
rejected in whole or part, the expiration of the deadline for filing suit by any claimant, distribute the remainder of any assets
to its shareholders according to their respective rights and interests.
As of June 27, 2017, the Company had
one remaining land asset known as the Highway 20 property which is under contract to be sold for a price of $4,725,000, and no
outstanding indebtedness. The Company expects the closing of the Highway 20 sale to occur on Wednesday, June 28, 2017. The Company
expects that the New York Stock Exchange, Inc. will take immediate action to suspend trading in the Company's common stock
on the NYSE MKT exchange following the closing of the Company's sale of the Highway 20 property and to initiate a de-listing
of the Company's common stock from the NYSE MKT exchange. As of May 31, 2017, in addition to the Highway 20 property, the
Company had cash and cash equivalents of $15,231,743.
While the Company cannot determine
with certainty the amount of liquidating distributions it will make to its shareholders, the Company expects to distribute the
remaining amount of such assets (which the Company expects to be substantial) after payment of all of its current and anticipated
operating expenses, including expenses associated with the dissolution, and to conduct an orderly wind down of its operations.
Important Additional Information will
be filed with the SEC
This press release is for informational
purposes only. It is not a solicitation of a proxy. In connection with the dissolution, the Company intends to file with the SEC
a proxy statement and other relevant materials.
The Company's shareholders are urged to read the proxy statement and the
other relevant materials when they become available because they will contain important information about the dissolution of the
Company.
Shareholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available),
and any other documents filed by the company with the SEC, at the SEC's web site at http://www.sec.gov. In addition, the
Company will make available or mail a copy of the definitive proxy statement to shareholders of record on the record date when
it becomes available. Shareholders are urged to read the proxy statement and the other relevant materials when they become available
before making any voting or investment decision with respect to the dissolution of the Company.
Participants in the Solicitation
The Company and its directors, executive
officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies
from the Company's shareholders in connection with the proposed dissolution. Certain information regarding the interests
of such directors and executive officers is included in the Company's Annual Report on Form 10-K filed with the SEC on March
9, 2017 and will be included in the proxy statement relating to the proposed dissolution when it becomes available.
Cautionary Note Regarding 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.
These statements are based on the current expectations and beliefs of the Company and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to, the following: the ability of the Company to obtain shareholder approval of the proposed dissolution;
the Company's ability to accurately estimate the amounts required to pay all operating expenses, as well as other known,
non-contingent liabilities through the dissolution and winding up process; the Company's ability to settle, make adequate
provision for or otherwise resolve its liabilities and obligations; the precise nature, amount and timing of any distributions
to shareholders; the possibility that any distributions to shareholders could be diminished or delayed by, among other things,
claims and unexpected or greater than expected expenses; and other statements contained in this press release regarding matters
that are not historical facts. The Company undertakes no obligation to update any forward-looking statement in this press release.
Source: ACRE Realty Investors Inc.

text: ACRE Realty Investors Inc.

text:
ACRE Realty
Investors Inc.

text: Edward Gellert

text: ACRE Realty Investors Inc.


text:
EX-99.2
3
bakken3358231-ex992.htm
PRESS RELEASE ISSUED BY COMPANY DATED DECEMBER 20, 2017
Bakken Resources Acquires Producing Mineral Assets
HELENA, MONTANA
. December 20, 2017 - Bakken Resources, Inc. (OTC: BKKN) recently completed a purchasing program that acquired certain royalty interests in the Eagle Ford basin in Texas
and in the Haynesville basin in Louisiana. Bakken Resources, Inc. was the successful purchaser in a total of nine oil and natural gas mineral rights sales facilitated by EnergyNet, a leading mineral rights auction house based in Amarillo, Texas. The
aggregate purchase price was $320,410.
The Eagle Ford mineral rights include seven one-eighth royalty interests in the Eagle Ford Blakeway Unit A (Dimmit County, Texas) operated by Chesapeake Operating, LLC. The 480-acre
parcel currently has five producing wells averaging 1,903 barrels of oil per day and 3,702 thousand cubic-feet per day of natural gas. Current well spacing rules enable three additional wells.
The Eagle Ford basin is currently the largest tight oil play in the United States producing more than 2.3 million barrels per day. It spans approximately 11,165 square miles in southern
Texas. The Eagle Ford play offers excellent opportunities because of its typically high well quality and because it produces oil, wet gas, and dry gas.
Bakken Resources, Inc. also acquired two 50% wellbore interests in a natural gas well operating in the Haynesville Shale basin near DeSoto Parish, Louisiana. The newly completed natural
gas well is operated by Chesapeake Operating, LLC. The well averages 19,955 thousand cubic-feet per day of dry natural gas. This wellbore interest contains a royalty interest of 0.051305% (producing minerals) in the wellbore of the Hunter 20&17-12-12
1H ALT horizontal well located in DeSoto Parish, Louisiana operated by Chesapeake Operating, LLC of Oklahoma City, Oklahoma.
The Haynesville is the third largest shale natural gas play in the United States, estimated at 500 trillion cubic-feet of gas (EIA). The Haynesville basin offers advantages over many
other gas basins because of its proximity to natural gas transportation pipelines and the short distance to ports and liquefied natural gas facilities where natural gas can be exported or further distributed. Export opportunities should sustain
development within the Haynesville basin for years to come.
"These acquisitions are part of our commitment to expand and diversify our asset portfolio to lower overall risk. While our total expenditure was under $400,000, we believe that
current and future production has a strong opportunity to create long-term value for our shareholders. Basins such as the Eagle Ford and Haynesville are strategic priorities", says Dan Anderson, Bakken's chief financial officer.
ABOUT BAKKEN RESOURCES, INC
.
BAKKEN RESOURCES, INC. is an oil and gas company with activities currently focused on acquiring mineral leases and non-operating oil mineral interests throughout the United
States.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, as well as Section 21E of the Securities Exchange Act
of 1934, as amended. Statements other than those of historical facts are forward-looking statements. Such statements may pertain to projections of the Company's future financial position, operations, performance, business strategy, returns,
budgets, reserves, levels of production, and costs. They may also address plans and objectives of Company's management for future operations. The Company typically associates forward-looking statements with words such as "expect,"
"anticipate", "estimate", "project", "strategy", "intend", "plan", "target", "should", "goal", "may", "will", and
"believe." Forward-looking statements may also be associated with stylistic variants of the terminology just listed.
In particular, express and implied statements concerning the Company's future operating results and returns are forward-looking statements. Forward-looking statements are not
guarantees of performance, and the Company makes no representation about the accuracy of any information presented or derived from any third party sites or information.
For further information please contact Karen Midtlyng, Corporate Secretary, (406) 442-9444.

text: Bakken Resources

text: Bakken Resources, Inc.

text: Bakken Resources, Inc.

text: Bakken Resources, Inc.

text: BAKKEN RESOURCES

text: BAKKEN RESOURCES, INC.


text:
EX-99.1
8
ex99-1.htm
PRESS RELEASE
ARC Group Worldwide 8-K
Exhibit 99.1
FOR IMMEDIATE RELEASE
June 24, 2014
ARC Group Worldwide Announces Acquisition
of Kecy Corporation
·
Acquisition of Precision Metal Stamping Company Further Expands
ARC's Strategic Capabilities in Metalworking and Enhances Position as "One-Stop-Shop" for Advanced Manufacturing
and 3D Printing
·
Broadens ARC's Customer Base, Providing Additional Cross-selling
Opportunities
·
Transaction Expected to be Immediately Accretive
·
Pro Forma for Recent Acquisitions, ARC's CY2013 Revenue and
Adjusted EBITDA was Greater Than $120 Million and $24 Million, Respectively
DELAND, FL, June 24, 2014 --
ARC
Group Worldwide, Inc. (NASDAQ: ARCW), a leading global provider of advanced manufacturing and 3D printing solutions, today announced
it has signed a definitive agreement for acquisition of the business of Kecy Corporation ("Kecy"). Kecy is one of the
industry's leading precision metal stamping companies, utilizing advanced manufacturing, robotics, automation, and die-making
equipment. The company also offers value-added secondary processing with an experienced design and production staff. The transaction
is structured as an acquisition of substantially all of the assets of Kecy (the "Acquisition"). The closing of the
Kecy Acquisition is expected to occur on June 25, 2014.
The addition of Kecy's precision
metal stamping capabilities to ARC's portfolio of advanced manufacturing and 3D printing services further expands ARC's
holistic solution approach. Further, Kecy provides ARC with new customers and capabilities, enabling cross-selling opportunities
across the full suite of ARC products and services.
ARC acquired the ISO 9001:2000 certified
company's business for $26 million, in an all-cash transaction. Kecy generated revenues in excess of $26 million during the
2013 calendar year. Pro forma for the Acquisition, together with ATC and Thixoforming acquisitions, ARC's calendar year 2013
revenue and adjusted EBITDA was greater than $120 million and $24 million, respectively.
Kecy, founded in Hudson, MI in 1988, became
a leader in high quality, precision metal stamping with a focus on continuous improvement and innovation. ARC will operate the
Kecy business out of a modern 84,000 square foot facility with technologically advanced manufacturing and die-making equipment.
ARC will continue to offer Kecy's highly flexible product portfolio that is customized for customers' unique needs,
with metal stamping capabilities ranging from prototype parts through low- to high-volume production.
"Given ARC's leading position
in metal injection molding and our focus on metal 3D printing, the Acquisition of Kecy's business is a natural strategic
fit to further bolster our metalworking capabilities. We see considerable metal stamping applications in our existing customer
base, and are excited to bring these capabilities in-house, to offer a more holistic solution to our clients. Further, having been
the first supplier to Kecy of metal 3D printed prototypes, we see a compelling opportunity to bring this exciting new technology
to their customer base to further differentiate our combined offering and shorten the "speed-to-market". Kecy's
utilization of advanced technologies, such as automation and robotics, illustrates our conviction that manufacturing is returning
to the United States. Further, Kecy is a promising example of how ARC can accelerate technology adoption, by bringing additional
capabilities, such as 3D printing and our proprietary online quoting software to customers", said Jason T. Young, Chairman
and CEO of ARC. "The acquisition of Kecy's business should add meaningful cash flow to ARC, and we expect it to be immediately
accretive to our earnings. The Acquisition is also a good example of our ongoing overall acquisition strategy, which is to buy
strategic companies at prudent multiples of cash flow, in order to increase our customer base and provide material cross-selling
opportunities for our 3D printing and other advanced manufacturing capabilities. Being our customer's full solution provider
today will enable us to transition them to new manufacturing technologies over time, as 3D printing and other advanced processes
begin to take market share from legacy forms of fabrication".
Investor Conference Call
A conference call to discuss the Acquisition
is scheduled for Wednesday, June 25, 2014 at 4:30 p.m. Eastern Time. To participate by phone, the U.S. dial-in number is 888-572-7034
and the international dial-in number is 719-785-1753. Please reference conference ID# 6660165. Participants are advised to dial
into the call at least 10 minutes prior to the call start time to register. A transcript of the conference call will be available
on the ARC website beginning two days following the call.
About ARC Group Worldwide, Inc.
ARC Group Worldwide is a leading global
advanced manufacturing and 3D printing service provider. Founded in 1987, the Company offers its customers a compelling portfolio
of advanced manufacturing technologies and cutting-edge capabilities to improve the efficiency of traditional manufacturing processes
and accelerate their time to market. In addition to being a world leader in metal injection molding ("MIM"), ARC has
significant expertise in 3D printing and imaging, advanced tooling, automation, machining, plastic injection molding, lean manufacturing,
and robotics. For more information about ARC Group Worldwide, please visit
www.ArcGroupWorldwide.com
, or its operating
subsidiaries at
www.3DMaterialTechnologies.com
,
www.AFTmim.com
,
www.AFTmimHU.com
,
www.ARCmim.com
,
www.ArcWireless.net
,
www.ATCmold.com
,
www.FloMet.com
,
www.GeneralFlange.com
,
www.Injectamax.com
,
www.kecycorporation.com
,
www.TeknaSeal.com
, and
www.ThixoWorks.com
.
About Kecy Corporation
Kecy Corporation was founded in 1988 and
is one of the industry's leading metal stamping manufacturers. Kecy supplies customers in a range of industries with high
quality, high precision metal stampings, specializing in quality and design capabilities. For more information about Kecy Corporation
please visit
www.kecycorporation.com
.
IMPORTANT INFORMATION
This press release may contain "forward-looking"
statements as defined in the Private Securities Litigation Reform Act of 1995, which are based on ARC's current expectations,
estimates and projections about future events. These include, but are not limited to, statements, if any, regarding business plans,
pro-forma statements and financial projections, ARC's ability to expand its services and realize growth. These statements
are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties,
and the general effects of financial, economic, and regulatory conditions affecting our industries. Accordingly, actual results
may differ materially. ARC does not have any obligation to publicly update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. For additional factors that may affect future results, please see filings
made by ARC with the Securities and Exchange Commission ("SEC"), including its Form 10-K for the fiscal year ended
June 30, 2013 and Form 10-Q for the period ended March 30, 2014, as well as current reports on Form 8-K filed from time-to-time
with the SEC.
CONTACT: Drew M. Kelley
PHONE: (303) 467-5236
Email:
InvestorRelations@ArcGroupWorldwide.com

text: ARC Group Worldwide Announces

text: Kecy Corporation

text: Precision Metal Stamping Company

text: ARC

text: ARC

text: ARC

text:
ARC
Group Worldwide, Inc.

text: Kecy Corporation

text: Kecy

text: Kecy

text: Kecy

text: Kecy

text: Kecy

text: ARC

text: ARC

text: Kecy

text: ARC

text: ARC

text: ARC

text: Kecy

text: ARC

text: Kecy

text: ARC

text: Kecy

text: ARC

text: Kecy

text: ARC

text: Kecy

text: Kecy

text: Kecy

text: Kecy

text: ARC

text: Jason T. Young

text: ARC

text: Kecy

text: ARC

text: ARC

text: ARC Group Worldwide, Inc.

text: ARC

text: Kecy Corporation

text: Kecy Corporation

text: Kecy

text: Kecy Corporation

text: ARC

text: ARC

text: ARC

text: ARC


text:
EX-99.1
9
e602565_ex99-1.txt
PRESS RELEASE
Rand Logistics Inc.
FOR IMMEDIATE RELEASE
RAND LOGISTICS ACQUIRES TWO FULLY COMMITTED VESSELS AND
SECURES USE OF A THIRD VESSEL
New York, NY - August 28, 2007 - Rand Logistics Inc. (NASDAQ: RLOG, RLOGW,
RLOGU) today announced that its wholly-owned subsidiary, Lower Lakes Towing,
Ltd., acquired two conventional bulk carriers from the Voyageur group of
companies for 25 million CAD (approximately U.S. $23.7 million). Additionally,
the Company entered into a contract of affreightment with Voyageur for the
exclusive use of a third vessel, and secured an option to acquire this vessel
for 5 million CAD. Management anticipates the three vessels will be immediately
accretive to EBITDA and net income for Rand.
Lower Lakes management has negotiated or assumed long-term contracts with
premier grain and other companies that are both current and new customers for
these vessels. The majority of the cargo to be carried on the vessels will be
grain. Voyageur will continue to provide all crew manning on the three vessels.
The acquisition was financed through an 18 million CAD (approximately U.S. $17.1
million) term loan increase from GE Canada Finance Holding Company. The balance
of the purchase price was paid with Rand cash on hand, including cash raised as
a result of recent exercises of Rand warrants.
Scott Bravener, President and CEO of Lower Lakes Towing, commented, "These
vessels further diversify our revenue and customer base, and substantially
expand our capacity in a market where demand exceeds supply. The customer
contracts we have signed cover the full capacity of the two acquired vessels,
and the majority of the third vessel. We are transferring a portion of our
self-unloading business to these vessels, enabling us to pursue additional
self-unloading cargo opportunities and maximize the utilization rates on the
newly added vessels. The vessels also enable further penetration of our existing
grain customers. Additionally, we are fortunate to be purchasing these vessels
as they enter the most profitable months of the grain shipping season due to the
seasonality of harvesting".
Laurence S. Levy, Chairman and CEO of Rand Logistics, stated, "We are very
enthusiastic about this acquisition and the benefits it brings to Rand. In
addition to diversifying the Company's customer base, this acquisition leverages
our existing infrastructure and should be immediately accretive to earnings.
This investment further validates our strategy of building our platform through
opportunistic, in-market, "tuck-in" acquisitions".
The vessels are Canadian flagged, and operate in the conventional dry bulk
trades on the Great Lakes. The two acquired vessels are 642 feet and 730 feet in
length and were built in 1952 and 1983, respectively. The third vessel measures
609 feet in length and was built in 1967. The Company believes that the vessels
have been well maintained and have long remaining economic life spans.
Further details regarding this transaction will be included in the Company's
Form 8-K being filed with the Securities and Exchange Commission by August 31,
2007.
About Rand Logistics
Rand Logistics, Inc. is a leading provider of bulk freight shipping services
throughout the Great Lakes region. Through its subsidiaries, the Company
operates a fleet of eleven self-unloading bulk carriers, including nine River
Class vessels and one River Class self-unloading tug/barge unit, and three
conventional bulk carriers. The Company is the only carrier able to offer
significant domestic port-to-port services in both Canada and the U.S. on the
Great Lakes. The Company's vessels operate under the U.S. Jones Act - which
dictates that only ships that are built, crewed and owned by U.S. citizens can
operate between U.S. ports - and the Canada Marine Act - which requires Canadian
commissioned ships to operate between Canadian ports.
Forward-Looking Statements
This press release may contain forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) concerning the Company and
its operating subsidiaries. Forward-looking statements are statements that are
not historical facts, but instead statements based upon the current beliefs and
expectations of management of the Company. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the results included in such forward-looking statements.
CONTACT: -OR- INVESTOR RELATIONS COUNSEL:
Rand Logistics, Inc. The Equity Group Inc.
Laurence S. Levy, Chairman & CEO Loren G. Mortman
212-644-3450 (212) 836-9604
LMortman@equityny.com
www.theequitygroup.com
###

text: Rand Logistics Inc.

text: RAND LOGISTICS

text: Rand Logistics Inc.

text:
Lower Lakes Towing,
Ltd.

text:
Voyageur group of
companies

text: Scott Bravener

text: Laurence S. Levy

text: Rand Logistics

text: Rand Logistics

text: Rand Logistics

text: Rand Logistics

text: Laurence S. Levy


text:
EX-99.1
2
a14-21753_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
Rockwood Completes Sale of Its Titanium Dioxide Pigments and Four Other Non-Strategic Businesses to Huntsman
Princeton, NJ USA (October 1, 2014)
- Rockwood Holdings, Inc. (NYSE: ROC) announced that it completed today the previously announced sale of the Titanium Dioxide Pigments and four other non-strategic businesses to Huntsman Corporation (NYSE:HUN), a global specialty chemical company, for an enterprise value of $1.275 billion, including the assumption of $225 million in pension obligations.
The Rockwood businesses being sold include Titanium Dioxide Pigments, Color Pigments & Services, Timber Treatment Chemicals, Rubber/Thermoplastics Compounding, and Water Chemistry. Rockwood received net cash proceeds of $950 million, which is subject to certain potential post-closing adjustments.
* * *
Rockwood Holdings, Inc.
based in Princeton, N.J., is a leading global developer, manufacturer and marketer of technologically advanced and high value-added specialty chemicals. It is a leading integrated and low-cost global producer of lithium and lithium compounds used in lithium-ion batteries for electronic devices, alternative transportation vehicles and future energy storage technologies, meeting the significant growth in global demand for these products. The company is also the second-largest global producer of products and services for metal processing, servicing the aerospace, general and luxury automotive industries.
For more information on Rockwood, please visit www.rocksp.com.
* * *
Contact:
Nahla A. Azmy
Vice President, Investor Relations & Communications
nazmy@rocksp.com
Phone: 609-524-1109
* * *
Forward-Looking Statements
The information set forth in this press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries and affiliates ("Rockwood"). Words such as "anticipates", "believes", "estimates", "expects,"
"forecasts", "predicts" and variations of such words or expressions are intended to identify forward-looking statements. Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. "Forward-looking statements" consist of all non-historical information, including any statements referring to the prospects and future performance of Rockwood, including without limitation, the payment of future dividends. Actual results could differ materially from those projected in Rockwood's forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the "Risk Factors" described in Rockwood's periodic reports on file with the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
Other Important Information
In connection with the proposed transaction, Albemarle Corporation ("Albemarle") filed with the SEC a Registration Statement on Form S-4 on August 27, 2014, as amended by that certain Amendment No. 1 to Form S-4 Registration Statement filed on September 23, 2014 (the "Registration Statement"), which includes the preliminary joint proxy statement of Albemarle and Rockwood and which also constitutes a preliminary prospectus of Albemarle. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be mailed to stockholders of Albemarle and Rockwood after the Registration Statement is declared effective by the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the Registration Statement and joint proxy statement/prospectus, as well as other documents filed by Albemarle and Rockwood, at the SEC's website (www.sec.gov). Copies of the Registration Statement and joint proxy statement/prospectus and the SEC filings that will be incorporated by reference therein may also be obtained for free by directing a request to either: Albemarle Corporation, 451 Florida Street, Baton Rouge, Louisiana 70801, USA, Attention: Investor Relations, Telephone: +1 (225) 388-7322, or to Rockwood Holdings, Inc., 100 Overlook Center, Princeton, New Jersey 08540, USA, Attn: Investor Relations, Telephone +1 (609) 524-1101.
Albemarle, Rockwood, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Albemarle's directors and executive officers is available in its proxy statement filed with the SEC by Albemarle on March 28, 2014, and information regarding Rockwood's directors and executive officers is available in its proxy statement filed with the SEC by Rockwood on March 28, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the joint proxy statement/prospectus (or will be contained in any amendments or supplements thereto and in other relevant materials to be filed with the SEC, when they become available). These documents can be obtained free of charge from the sources indicated above.
# # #

text: Rockwood

override: organization

text: Huntsman

text: Rockwood Holdings, Inc.

text: Huntsman Corporation

text: Rockwood

text: Rockwood

text: Rockwood Holdings, Inc.

text: Rockwood

text: Nahla A. Azmy

text: Rockwood Holdings, Inc.

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood

text: Rockwood Holdings, Inc.

text: Rockwood

text: Rockwood

text: Rockwood


text:
EX-99.1
11
v121904_ex99-1.htm
Unassociated Document
EXHIBIT
99.1
Contact:
Wayne
I.
Danson
Chief
Executive Officer
John
E.
Donahue
Chief
Financial Officer
Ph:
646-227-1600
Encompass
Group Finalizes the Acquisition of Tritronics Inc.
New
York, New York, August 4, 2008
-
Encompass Group Affiliates, Inc. (OTC Bulletin Board: ECGA), an
integrated company serving the consumer electronics segment of the reverse
logistics industry, announced
today that it has completed the acquisition of privately held Tritronics Inc.
An
industry-leading original equipment manufacturer parts distributor for over
thirty years, Tritronics has operations in Baltimore and Miami, and distributes
consumer electronic replacement parts and accessories to thousands of
independent service dealers and OEM authorized service centers throughout the
United States and Mexico.
The
Company acquired all of the outstanding equity interests in Tritronics in
exchange for consideration consisting of $9 million in cash, a subordinated
promissory note in the principal amount of $1 million and an equity interest
in
the Company in the form of approximately 2.8 billion restricted shares of the
Company's common stock.
The
acquisition and related transaction costs were financed from the issuance of
Series B subordinated notes from the Company's existing lending sources and the
sale of approximately $4.2 million of Series E redeemable non-convertible
preferred stock to certain of the Company's existing investors, principally to
an affiliate of H.I.G. Capital, LLC.
Wayne
I.
Danson, Encompass Group's president and chief executive officer explained the
strategic impact of the acquisition. "With Tritronics joining the Encompass
family of companies, our distribution power is dramatically enhanced. It
immediately enables us to expand our distribution from a largely institutional
base to include thousands of smaller independent service centers and authorized
service centers operating throughout the United States." said Danson. "Coupled
with its sister company, Vance Baldwin, Tritronics will also expand our service
and value-added offerings, and adds the proven management talent of Tritronics'
Kim Wagner, Randy Williams and Jim Scarff, each of whom will continue to manage
and operate Tritronics' business".
Danson
noted that, "The Tritronics acquisition follows Encompass Group's recent
designation as the sole primary North American digital parts distributor for
Philips Electronics. These two events will result in an immediate growth in
our
distribution business of over 50%, less than one year after our acquisition
of
Vance Baldwin." stated Danson. "We believe this is another major step forward in
executing our strategy to be a vertically integrated full-service provider
in
the reverse logistics segment of the consumer electronics industry".
Kim
Wagner, President and CEO of Tritronics, agreed that the synergies resulting
from the acquisition would create a powerful market advantage. "Our family
continues to be committed to the independent consumer electronics repair
industry. Now, by joining forces with a dynamic and growing organization such
as
Encompass Group, we'll be better positioned to offer a broader range of
value-added services to our customers" said Wagner. "We are very excited about
this milestone in the company's long history".
For
the
fiscal year ended April 30, 2008, Tritronics recorded sales revenue of
approximately $21.8 million (unaudited).
About
Encompass Group Affiliates, Inc.
Encompass
Group Affiliates, Inc. (OTC
Bulletin Board: ECGA),
is
a New
York-based company that specializes in the consumer electronic after-market
service and supply chain, known as reverse logistics. Encompass Group Affiliates
acquires businesses that provide computer and electronic repair services, parts
distribution and asset management services. Encompass Group Affiliates addresses
the full scope of this multi-billion market - including the end-user driven
product support and repair industry, as well as the manufacturer-driven recovery
and e-Waste industry. It provides single-source lifecycle management services
for technology products, currently in the North American market, with
accelerating growth towards a global presence. The Company's market position is
based on its distinctive ability to provide single-point, comprehensive
lifecycle service on a competitive basis. For more information about Encompass
Group Affiliates, Inc visit our website at http:// www.encompass.com
About
Tritronics, Inc.
Tritronics,
established in 1975, is a distributor of consumer electronic parts and
accessories. With warehouses in Miami, Florida and Abingdon, Maryland,
Tritronics has been providing parts and value-added services to the independent
consumer electronic industry for over 30 years. Tritonics delivers not
only parts, but a level of service and technology that helps its customers
maintain world-class service. The company has received a host of industry awards
over the years, including the National Electronic Service Dealer's Associations'
PARTner's in Excellence Award, Sharp Distributor of the Year and Toshiba
Distributor of the year. The company also distributes a full line of
service aids and test equipment. For more information about Tritronics, Inc.
visit http:// www.tritronicsinc.com
About
Vance Baldwin Electronics
Vance
Baldwin Electronics, an Encompass Group Affiliates company, is an industry
leading Original Equipment Manufacturer Parts Distributor. In continuous
operation for more than fifty years and operating from south Florida, Vance
Baldwin distributes more than 150 brands annually for consumer electronics,
computers, printers and office equipment. Vance Baldwin also provides service
aids and industrial products such as cable, tools, test equipment, cleaners
and
other installation equipment. Its distribution facilities located near Atlanta,
Georgia, allows for 2 day delivery to the vast majority of the United States
with UPS Ground Service. It maintains a call center with highly trained parts
consultants to receive customer calls and provide assistance with parts
selection and ordering. For more information about Vance Baldwin Electronics,
visit www.vancebaldwin.com
About
Cyber-Test
Cyber-Test,
an Encompass Group Affiliates company, is an established electronic equipment
repair facility located in Orlando, Florida. The company specializes in the
repair and exchange of consumer and office electronic equipment, providing
board-level and whole-unit repair to third-party warranty compa-nies, OEMs,
national retailers and national office equipment dealers. Cyber-Test, in
continuous operation since 1986, offers Level II and Level III call center
technical support, service contract administration and support and asset
recovery programs. The company's expertise is rooted in depot repairs, advance
exchange services, reverse engineering logistics, and help desk technical
support. For more information, visit Cyber-Test's website at http://www.equipfix.com.
*
* * *
*
This
release
and oral
statements made from time to time by Encompass Group Affiliates, Inc.'s
representatives concerning the same subject matter may contain "forward-looking
statements"
within
the meaning of the
Private Securities
Litigation
Reform Act
of 1995.
These
statements
can be
identified
by introductory words such as "expects", "anticipate", "plans", "should,"
"believes", "will", or words of similar meaning, and by the fact
that
they do
not
relate strictly
to
historical
or current facts. Many
factors
may
cause
actual results to differ from forward-looking statements, as well as inaccurate
assumptions and a broad variety of risks and uncertainties, some of which are
known and others of which are not. Known risks and uncertainties include those
identified from time to time
in the
reports
filed
by
Encompass Group Affiliates, Inc. with
the
Securities and Exchange Commission,
which
should be considered together with any forward-looking statement.
No
forward-looking statement is
a
guarantee of future results
or
events,
and one should avoid placing undue reliance on such statements.

text:
Wayne
I.
Danson

text:
John
E.
Donahue

text:
Encompass
Group

text: Tritronics Inc.

text: Encompass Group

text: Tritronics Inc.

text: Tritronics

text: Tritronics

text:
Wayne
I.
Danson

text: Encompass Group

text: Tritronics

text: Tritronics

text: Tritronics

text: Kim Wagner

text: Tritronics

text: Tritronics

text: Encompass Group

text:
Kim
Wagner

text: Tritronics

text: Encompass Group

text: Tritronics

text: Encompass Group

text:
Encompass
Group

text: Encompass Group

text: Encompass Group

text:
Encompass
Group

text: Tritronics

text: Tritronics

text: Tritronics

text: Tritronics

text: Encompass Group

text: Encompass Group

text: Encompass Group

text: Encompass Group


text:
EX-99.1
2
f8k011020ex99-1_postalrealty.htm
PRESS RELEASE OF POSTAL REALTY TRUST, INC., DATED JANUARY 13, 2020
Exhibit
99.1
Postal
Realty Trust Substantially Completes Acquisition of 22-Property US Postal Service Portfolio
CEDARHURST,
NEW YORK, January 13, 2020 (BUSINESSWIRE)
- Postal Realty Trust, Inc. (NYSE:PSTL) (the "Company"), an internally
managed real estate investment trust that owns properties leased to the United States Postal Service ("USPS"), today
announced it has closed on the acquisition of 21 of the 22 properties (the "Portfolio") previously announced on December
4, 2019. The remaining property is scheduled to close during the third quarter of 2020.
The
entire Portfolio is comprised of approximately 91,900 net leasable interior square feet and generates a weighted average rental
rate of $15.60 per net leasable interior square foot. The aggregate purchase price of the 21 properties was $13.8 million. The
purchase was funded with the issuance of $8.2 million of OP units valued at $17.00 per unit and the remainder in cash.
As
of January 13, 2020, the Company owns 487 properties in 45 states comprising 1.5 million net leasable interior square feet generating
a weighted average rent of $9.71 per square foot.
About
Postal Realty Trust, Inc.
Postal
Realty Trust, Inc. is an internally managed real estate investment trust that owns properties leased to the USPS. The Company
believes it is one of the largest owners and managers of properties leased to the USPS.
Forward-Looking
and Cautionary Statements
This
press release contains "forward-looking statements." Forward-looking statements include statements regarding identified
by words such as "could", "may", "might", "will", "likely", "anticipates,"
"intends", "plans", "seeks", "believes", "estimates", "expects,"
"continues", "projects" and similar references to future periods, or by the inclusion of forecasts or
projections. Forward-looking statements, including, among others, statements regarding the Company's ability to obtain financing,
the Company's expected capitalization rates and the Company's ability to close on pending transactions on the terms
or timing it expects, if at all, are based on the Company's current expectations and assumptions regarding capital market
conditions, the Company's business, the economy and other future conditions. Because forward-looking statements relate to
the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict. As a result, the Company's actual results may differ materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements
include the USPS's terminations or non-renewals of leases, changes in demand for postal services delivered by the USPS,
the solvency and financial health of the USPS, competitive, financial market and regulatory conditions, general real estate market
conditions, the Company's competitive environment and other factors set forth under "Risk Factors" in the Company's
filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of
the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.
Contact:
Investor
Relations and Media Relations
Email:
Investorrelations@postalrealtytrust.com
Phone:
516-232-8900

text: POSTAL REALTY TRUST, INC.

text:
Postal
Realty Trust

text: Postal Realty Trust, Inc.

text: Postal Realty Trust, Inc.

text:
Postal
Realty Trust, Inc.


text:
EX-99.1
3
xchange_8kex99-1.txt
PRESS RELEASE DATED JULY 28, 2005
EXHIBIT 99.1
For Immediate Release - Thursday, July 28, 2005
X-CHANGE CORPORATION RE-ACQUIRES AIRGATE TECHNOLOGIES, INC.
DALLAS--(Business Wire)--July 28, 2005. The X-Change Corporation (OTC
Bulletin Board: XCHC) has completed the acquisition of AirGATE Technologies,
Inc., an early-stage company specializing in radio frequency identification
(RFID), wireless and intelligent, sensor technology.
In September 2004, to focus on opportunities in the oil and gas
industry, the X-Change Corporation sold its former interest in AirGATE, an RFID
Company, to the company's employees. The X-Change Corporation received 3.5
Million shares of its common stock and retained a percentage interest in AirGATE
projects under development.
In December 2004, AirGATE received a purchase order from a Fortune 1000
technology company with interests in the oil and gas industry for the
development of a radio frequency enabled tool. Phase I is complete and the
customer and AirGATE are evaluating the results, and expect further testing in
the near future in Phase II of the project. AirGATE and its customer have filed
two patent applications based on the system and technology.
With a keen interest in the oil industry and AirGATE's development of
oil field technology and its potential, a decision was made by X-Change
Corporation executives and board members to re-acquire AirGATE. In exchange for
AirGATE, X-Change Corporation issued 10,000,000 shares of its common stock to
the shareholders of AirGATE.
In addition to its work in the petroleum industry, AirGATE has
continued research and development on its child safety seat "Smart Buckle"
technology and has conducted RFID tests in aerospace, medical instruments and
automotive component re-manufacture with leaders in those industries.
In conjunction with the acquisition of AirGATE, Charles Stidham has
resigned as Chief Executive Officer and director at X-Change Corporation, and
Dean Elliot resigned as President of the Company. Michael L. Sheriff takes on
the new position as Chairman and Chief Executive Officer at X-Change
Corporation. Scott R. Thompson remains as CFO, Treasurer and will replace Mark
Pierce as Secretary. Mr. Thompson also remains a director, and Robert Barbee
continues as a director and President of the Company's oil and gas subsidiary.
Additional information is available in the Company's 8K filing.
The new management team has evaluated and will continue to appraise the
prior activities of the X-Change Corporation.
"Just as AirGATE has focused its efforts on technology services with an
emphasis in the oil and gas industry, it is important that the X-Change
Corporation focus its energies on proven opportunities as well", said Sheriff.
"In reviewing past information and records, we believe that
-more-
Page 2
X-Change continued...
information released on financial projections, reserves and potential
opportunities may have been overly optimistic. In addition, we continue to
evaluate the opportunities in Cambodia, but have not yet established a permanent
presence in that country. Over the next ninety days, senior management will
evaluate the Company's position relative to leases, production, reserves and
overseas opportunities. If it is determined that these areas are not in the long
term best interests of the company, they will be liquidated or sold".
ABOUT AIRGATE TECHNOLOGIES
AirGATE Technologies, Inc. is an early-stage company specializing in radio
frequency identification (RFID), wireless and intelligent, sensor technology. As
a full-solution company, AirGATE Technologies handles business assessment,
process and technology blending, solution architecture, technology selection,
including proprietary AirGATE technology, and solution integration and support.
The Company has, in an environment of technology cost compression, built a
stable of technology partners that are best in class and span a wide range of
solutions to support small, medium and large enterprises. Please visit
www.AirGATEtech.com for more information.
ABOUT THE X-CHANGE CORPORATION
The X-Change Corporation is a company that was organized to seek merger or
acquisition candidates. The Company intends to acquire interests in emerging
opportunities that the Company believes will generate significant revenues and
return a profit to shareholders. Please visit www.x-changecorp.com for further
information.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the statements made in this
release constitute forward-looking statements (including within the meaning of
Section 27A of the United States Securities Act of 1933 and Section 21E of the
United States Securities Exchange Act of 1934). Such forward- looking statements
are based on current expectations that are subject to significant risks and
uncertainties that are difficult to predict, including statements regarding the
intent, belief or current expectations of the X-Change Corporation, AirGATE
Technologies and their respective managements regarding strategic directions,
prospects and future results. These forward-looking statements include, among
other things, statements regarding future events and the future financial
performance of the X-Change Corporation that involve risks and uncertainties.
Readers are cautioned that these forward-looking statements are only predictions
and may differ materially from actual future events or results. Readers are
referred to the documents filed by the X-Change Corporation, which are on file
with the U.S. Securities and Exchange Commission and may be accessed at
http://www.sec.gov or the X-Change Corporation's investor relations web page at
http://www.x-changecorp.com/index.html, and specifically the most recent reports
on Form 10-K and 10-Q, each as it may be amended from time to time, which
identify important risk factors that could cause actual results to differ from
those contained in the forward-looking statements. The X-Change Corporation
disclaims any obligation to update or correct any forward-looking statements
made herein due to the occurrence of events after the issuance of this press
release.
For further information, please contact Michael P. McInerney 972-747-1206.
SOURCE X-Change Corporation

text: X-CHANGE CORPORATION

text: AIRGATE TECHNOLOGIES, INC.

text: The X-Change Corporation

text:
AirGATE Technologies,
Inc.

text: the X-Change Corporation

text: AirGATE

text: The X-Change Corporation

text: AirGATE

text: AirGATE

text: AirGATE

text: AirGATE

text: AirGATE

text:
X-Change
Corporation

text: AirGATE

text: AirGATE

text: X-Change Corporation

text: AirGATE

text: AirGATE

text: AirGATE

text: X-Change Corporation

text:
X-Change
Corporation

text: the X-Change Corporation

text: AirGATE

text:
the X-Change
Corporation

text: AirGATE Technologies, Inc.

text: AirGATE

text: THE X-CHANGE CORPORATION

text: The X-Change Corporation

text: the X-Change Corporation

text: the X-Change Corporation

text: the X-Change Corporation

text: the X-Change Corporation

text: The X-Change Corporation

text: X-Change Corporation


text:
EX-99.1
12
ex991ansley_pressrelease.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700
NEWS RELEASE
Contact:
Jennifer Franklin
Phone:
949.333.1721
Email:
jfranklin@steadfastcmg.com
STEADFAST APARTMENT REIT III, INC. BUYS ATLANTA-AREA APARTMENT COMMUNITY FOR $43.5 MILLION
ATLANTA, Sept 6, 2017 - Steadfast Apartment REIT III, Inc. (STAR III) announced that it has acquired Ansley at Princeton Lakes, a gated 306-unit garden-style apartment-home community located in southwest Atlanta. The purchase price was approximately $43.5 million.
"We believe the Atlanta area is well-positioned for long-term success as it continues to benefit from having the tenth largest economy in the U.S. and a growing presence as a major distribution hub", said Ella Neyland, president of Steadfast Apartment REIT III, Inc. "Additionally, Ansley at Princeton Lakes provides a convenient housing option for the 63,000 employees of the nation's busiest airport".
Completed in 2009, Ansley at Princeton Lakes includes 11 two-and three-story buildings with one-, two- and three-bedroom apartment homes that average 1,000 square feet. In-place rents average $1,254 per month and the community currently is 96 percent occupied.
STAR3-PR25-0717
Ansley at Princeton Lakes residents enjoy a saltwater pool, fitness center, pet play area, luxury clubhouse and business center, theater with stadium seating, internet café, outdoor BBQ grills and a car care center. Every apartment home in the community features nine- or ten-foot ceilings, a washer/dryer or full-size connections, vinyl wood plank flooring in wet areas, walk-in closets, central air conditioning, ceiling fans and balconies or patios.
Located in Atlanta, the community is just four miles from Hartsfield-Jackson Atlanta International Airport, Georgia's largest employment center, and is also a short commute to downtown Atlanta. Employers headquartered in the area include Georgia's largest private employer, Delta Airlines, as well as Porsche North America, and Chick-fil-A.
Ansley at Princeton Lakes offers easy access to the 1.2 million-square-foot Camp Creek Marketplace, which includes Lowe's Home Improvement, BJ's Wholesale Club, Target, Publix Super Market, and many other nationally recognized retailers and restaurants.
With the acquisition of Ansley at Princeton Lakes, STAR III has invested more than $285 million with seven multifamily properties in Colorado, Georgia, Illinois and Texas, totaling 1,836 apartment homes. In the Atlanta area, STAR III also owns Reflections on Sweetwater in Lawrenceville.
About Steadfast Apartment REIT III STAR III intends to acquire a diverse portfolio of middle-market apartments and senior living facilities located throughout the United States.
STAR III is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, Calif.-based group of affiliated real estate investment and operating companies that acquire, develop and manage real estate in the U.S. and Mexico.
STAR3-PR25-0717
This release contains certain forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors sections of STAR III's public filings with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES.
###
STAR3-PR25-0717

text: STEADFAST APARTMENT REIT III, INC.

text: Steadfast Apartment REIT III, Inc.

text: Ansley at Princeton Lakes

text: Ella Neyland

text: Steadfast Apartment REIT III, Inc.

text: Ansley at Princeton Lakes

text: Ansley at Princeton Lakes

text: Ansley at Princeton Lakes

text: Ansley at Princeton Lakes

text: Ansley at Princeton Lakes

text: Steadfast Apartment REIT III


text:
EX-99.1
2
ex991dunbarclosing.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
The Brink's Company
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100 USA
Tel. 804.289.9600
Fax 804.289.9770
Contact
Investor Relations
804.289.9709
FOR IMMEDIATE RELEASE
Brink's Completes Acquisition of Dunbar Armored
RICHMOND, Va., August 13, 2018 - The Brink's Company (NYSE:BCO), the global leader in total cash management, secure route-based logistics and payment solutions, today announced that it has completed its acquisition of Dunbar Armored, Inc., the fourth largest U.S. cash management company, for approximately $520 million in cash.
Dunbar generates annual revenue of approximately $390 million and adjusted EBITDA of approximately $43 million. The acquisition is expected to increase the company's annual non-GAAP earnings by approximately 90 cents per share within two years. Management plans to update its 2018 guidance to include expected results from the acquisition when it releases third-quarter results in October.
Brink's expects to realize approximately $40 million to $45 million in annual cost synergies related to route density, branch optimization and administrative efficiencies. The company plans to invest approximately $50 million in incremental capital expenditures over the next three years to support branch rationalization and reinvestment in Dunbar's fleet. Full integration and synergies are expected to be achieved over three years, with the majority achieved by the end of the second year.
Doug Pertz, Brink's president and chief executive officer, said: "We welcome the Dunbar employees into the Brink's family, and look forward to a rapid integration of these two great companies so that we can accelerate our efforts to drive substantial revenue and profit growth in our combined U.S. operations. We've now fully deployed the cash on our balance sheet to drive accretive returns. This acquisition also enables us to significantly reduce our tax rate, resulting in future earnings growth that should be more consistent with the strong growth we've already demonstrated in operating income".
The transaction is expected to facilitate utilization of the company's existing tax attributes and reduce its non-GAAP effective tax rate by 100 to 200 basis points in 2019. Combined with other actions, Brink's expects to reduce its non-GAAP effective tax rate by 400 to 600 basis points over the next several years. Brink's does not expect to pay U.S. federal cash taxes for at least six
years due to utilization of its existing tax attributes and the benefit of an IRC 338(h)(10) election on this transaction.
About The Brink's Company
The Brink's Company (NYSE:BCO) is the global leader in total cash management, secure route-based logistics and payment solutions including cash-in-transit, ATM services, cash management services (including vault outsourcing, money processing and intelligent safe services), and international transportation of valuables. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our global network of operations in 41 countries serves customers in more than 100 countries. For more information, please visit our website at www.Brinks.com or call 804-289-9709.
About Dunbar Armored, Inc.
Dunbar Armored, Inc., provides cash management and secure logistics throughout the U.S., including cash-in-transit, ATM services, vault outsourcing, money processing and intelligent safe services. For nearly 100 years, Dunbar's mantra has been Loyalty + Protection for our range of financial, commercial and government customers. For more information, please visit our website at www.dunbarmored.com. Based in Hunt Valley, Maryland, Dunbar employs approximately 5,400 people, operates 78 branches throughout the U.S., and has approximately 1,600 armored trucks.
Forward-Looking Statements
This release contains forward-looking information. Words such as "anticipate", "assume", "estimate", "expect", "target" "project", "predict", "intend", "plan", "believe", "potential", "may", "should", "would" and similar expressions may identify forward looking information. Forward-looking information in these materials includes, but is not limited to planned investment in and synergies related to the Dunbar business and the impact of the Dunbar acquisition on future results, plans to update the Company's guidance, changes in the Company's tax rate and future tax payments.
Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to: our ability to improve profitability and execute further cost and operational improvement and efficiencies in our core businesses; our ability to improve service levels and quality in our core businesses; market volatility and commodity price fluctuations; seasonality, pricing and other competitive industry factors; investment in information technology ("IT") and its impact on revenue and profit growth; our ability to maintain an effective IT infrastructure and safeguard confidential information; our ability to effectively develop and implement solutions for our customers; risks associated with operating in foreign countries, including changing political, labor and economic conditions, regulatory issues, currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions determined to be highly inflationary, and restrictive government actions, including nationalization; labor issues, including negotiations with organized labor and work stoppages; the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; costs related to dispositions and market exits; our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; safety and security performance and loss experience; employee and environmental liabilities in connection with former coal operations, including black lung claims; the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits; changes to estimated liabilities and assets in actuarial assumptions; the nature of hedging relationships and counterparty risk; access to the capital and credit markets; our ability to realize deferred tax assets; the outcome of pending and future claims, litigation, and administrative proceedings; public perception of our business, reputation and brand; changes in estimates and assumptions underlying critical accounting policies; the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations. This list of risks, uncertainties and contingencies is not intended to be exhaustive.
Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2017, and in our other public filings with the Securities and Exchange Commission.
The forward-looking information included in this document is representative only as of the date of this document and The Brink's Company undertakes no obligation to update any information contained in this document.
# # #

text: The Brink's Company

text: Brink

text: Dunbar Armored

text: The Brink's Company

text: Dunbar Armored, Inc.

text: Brink

text: Brink

text: Brink

text: Brink

text: The Brink's Company

text: The Brink's Company

text: Dunbar Armored, Inc.

text: Dunbar Armored, Inc.

text: The Brink's Company