text:
EX-99.1
3
a99-1humanlongevitypre.htm
EX-99.1
Document
Exhibit 99.1
NeoGenomics Acquires Oncology Division from Human Longevity for $37 Million
Significantly Enhances Next Generation Sequencing Capabilities for Pharmaceutical Customers
FT. MYERS, FL / ACCESSWIRE / January 10, 2020 / NeoGenomics, Inc. (NASDAQ:NEO,) a leading provider of cancer-focused genetic testing services, announced today that the company has acquired the Oncology Division assets of Human Longevity, Inc. for $37 million. The transaction closed today and was financed via available cash on hand.
The Oncology Division of Human Longevity performs Next Generation Sequencing services for pharmaceutical customers. The Division generated approximately $10 million in revenues in 2019 and ended the year with a backlog of approximately $15 million of signed contracts. NeoGenomics expects acquired assets to be slightly dilutive to 2020 Adj. EBITDA before becoming accretive in 2021 and beyond.
"The acquisition of the Oncology Division assets from Human Longevity significantly enhances our position as a leading provider of Pharma Services and Next Generation Sequencing." said Douglas M. VanOort, Chairman and CEO of NeoGenomics. This acquisition will expand our Pharma Services menu to include germline, whole exome and whole genome sequencing. We are delighted to add an experienced, specialized molecular workforce with strong Next Generation Sequencing expertise, particularly in servicing pharmaceutical customers, and I am pleased to welcome the Human Longevity Oncology Division employees to NeoGenomics".
About NeoGenomics, Inc.
NeoGenomics, Inc. specializes in cancer genetics testing and information services. The Company provides one of the most comprehensive oncology-focused testing menus in the world for physicians to help them diagnose and treat cancer. The Company's Pharma Services Division serves pharmaceutical clients in clinical trials and drug development.
Headquartered in Fort Myers, FL, NeoGenomics operates CAP accredited laboratories in Ft. Myers and Tampa, Florida; Aliso Viejo, Carlsbad and Fresno California; Houston, Texas; Atlanta, Georgia; Nashville, Tennessee; Rolle, Switzerland, and Singapore. NeoGenomics serves the needs of pathologists, oncologists, academic centers, hospital systems, pharmaceutical firms, integrated service delivery networks, and managed care organizations throughout the United States, and pharmaceutical firms in Europe and Asia. For additional information about NeoGenomics, visit http://www.neogenomics.com/.
Forward Looking Statements
Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward looking statements involve a number of risks and uncertainties that could cause actual future results to differ materially from those anticipated in the forward-looking statements as the result of the Company's ability to continue gaining new customers, offer new types of tests, integrate its acquisitions and otherwise implement its business plan, as well as additional factors discussed under the heading "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2019, amended by a 10K/A filed with the SEC on May 8, 2019. As a result, this press release should be read in conjunction with the Company's periodic filings with the SEC. In addition, it is the Company's practice to make information about the Company available by posting copies of its Company Overview Presentation from time to time on the Investor Relations section of its website at http://ir.neogenomics.com/.
Forward-looking statements represent the Company's estimates only as of the date such statements are made (unless another date is indicated) and should not be relied upon as representing the Company's estimates as of any
subsequent date. While the Company may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its estimates change.
For further information, please contact:
NeoGenomics, Inc.
William Bonello
Chief Strategy and Corporate Development Officer Director, Investor Relations
(239)690-4238 (w) (239)284-4314 (m)
bill.bonello@neogenomics.com
SOURCE: NeoGenomics, Inc.
View source version on accesswire.com:
https://www.accesswire.com/572699/NeoGenomics-Acquires-Oncology-Division-from-Human-Longevity-for-37- Million
2

text: NeoGenomics

text: Human Longevity

text: NeoGenomics, Inc.

text: Human Longevity, Inc.

text: Human Longevity

text: NeoGenomics

text: Human Longevity

text: NeoGenomics

text: Human Longevity

text: NeoGenomics

text: NeoGenomics, Inc.

text: NeoGenomics, Inc.

text: NeoGenomics

text: NeoGenomics

text: NeoGenomics

text: NeoGenomics, Inc.

text: NeoGenomics, Inc.


dataset: buster

text:
EX-99.2
3
ht-20131220ex9926c2372.htm
EX-99.2
Exhibit 992
Exhibit 99.2
HERSHA HOSPITALITY
TRUST CLOSES ON NON-CORE PORTFOLIO SALE
- Generates Gross Proceeds of $158.6 Million -
PHILADELPHIA, PA-December 19, 2013 -- Hersha Hospitality Trust (NYSE: HT, "Hersha" or "the Company"), owner of upscale hotels in urban gateway markets, announced that the Company has closed on the sale of 12 of 16 hotels included within the non-core hotel portfolio the Company previously announced in September 2013. The sale of the 12 hotels generated gross proceeds, prior to customary closing and transaction costs payable by the Company, of approximately $158.6 million. Proceeds from the sale of the 12 hotels were used to repay approximately $33.0 million of mortgage debt.
Hersha has continued to effectively recycle capital and reinvest the proceeds from the non-core portfolio sale into higher growth assets on the West Coast and in Miami. The Company recently announced that it entered into agreements to purchase the Hotel Oceana in Santa Barbara and the Autograph Portfolio in Miami's South Beach. Additionally, the Company continues to consider stock buybacks as a use of proceeds under its previously announced stock re-purchase program.
The Company expects to complete the sale of the remaining four hotels by the end of the first quarter of 2014, pending completion of the CMBS loan assumption process. However, no assurance can be given that these hotels will be sold within the expected time frame or at all. When the remaining four hotels are sold, the non-core portfolio sale will complete Hersha's portfolio transformation into a pure play urban transient-focused collection of hotels with exposure to some of the highest demand gateway markets in the United States.
***
Hersha Hospitality Trust (HT) is a self-advised real estate investment trust in the hospitality sector, which owns and operates high quality upscale hotels in urban gateway markets. The Company's 50 hotels totaling 7,900 rooms are located in New York, Boston, Philadelphia, Washington, DC, Miami and select markets on the West Coast. The Company's shares are traded on The New York Stock Exchange-Euronext under the ticker "HT". For more information on the Company, and the Company's hotel portfolio, please visit the Company's website at www.hersha.com.
Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the expected timing with respect to the sale of the remaining four hotels in the non-core hotel portfolio, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those reflected in the forward-looking statement. For a description of these factors, please review the information under the heading "Risk Factors" included in Hersha Hospitality Trust's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the U.S. Securities Exchange Commission.
Contact:
Ashish Parikh, Chief Financial Officer
Phone: (215) 238-1046

label: organization

text:
HERSHA HOSPITALITY
TRUST

text: Hersha Hospitality Trust

text: Hersha Hospitality Trust

text: Hersha Hospitality Trust

label: person

text: Ashish Parikh

source_dataset: expertai/BUSTER

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


text:
EX-99.1
13
a06-18118_1ex99d1.htm
EX-99
Exhibit
99.1
FOR IMMEDIATE RELEASE
Contact Information
David Gandrud
Director of Marketing,
Hospitality
David.Gandrud@softbrands.com
612 851 1518
Susan Eich
Investor Relations
susan.eich@softbrands.com
612 851 6205
SOFTBRANDS COMPLETES ACQUISITION
OF
HOTEL INFORMATION SYSTEMS
MINNEAPOLIS
- Aug. 15, 2006
-
SoftBrands, Inc. (AMEX:SBN), a global supplier of enterprise application software, has completed its
acquisition of MAI Systems Corporation and its subsidiary Hotel
Information Systems (HIS).
SoftBrands
has completed its financing and has executed a credit agreement providing $21
million to finance the acquisition under a term loan maturing in seven years. The principal amount of the term loan is
repayable in 78 equal monthly installments, commencing March 2007. The Credit Agreement also provides for a
revolving line of credit under which SoftBrands may borrow up to $9 million,
subject to certain conditions. Borrowings
bear interest, payable monthly, ranging from 1.0% to 1.75% over the lenders'
prime rate, or from 2.0% to 2.75% over the London Inter Bank Offered Rate,
depending on certain levels of earnings of SoftBrands for the twelve months
preceding the monthly calculation date.
SoftBrands also closed on the sale of 5,000 shares of its Series D
Convertible Preferred Stock and warrants to purchase 333,333 shares of common
stock for gross proceeds of $5 million. An
additional 1,673 shares of Series D Stock and warrants to purchase 111,534
shares of common stock for gross proceeds of $1.7 million may be purchased by
certain current shareholders through early September 2006. The warrants are priced at $1.84 per share. The
Series D Stock carries an 8% dividend and converts to common stock at a price
of $1.67 per share.
As a condition to such sale, SoftBrands also exchanged 18,000 shares of
its Series C Convertible Preferred Stock on a share-for-share basis, with 18,000
shares of Series C-1 Convertible Preferred Stock on substantially the same
terms as the Series C Stock with the exception of a dividend rate of 8%.
SoftBrands
Two Meridian Crossings, Suite 800, Minneapolis, Minnesota 55423
Tel: +1 612 851 1500 Fax +1 612 851 1560
www.softbrands.com
Hotel Information Systems, the makers of the
epitome
™
hotel property management systems and
core
central
reservations system, serves more than 2,300 hotel properties, primarily in the
Americas and Asia.
About SoftBrands
SoftBrands,
Inc. is a leader in providing software solutions for businesses in the
manufacturing and hospitality industries worldwide. The company has established a global
infrastructure for distribution, development and support of enterprise
software, and has approximately 5,000 customers in more than 60 countries
actively using its manufacturing and hospitality products. SoftBrands, which
has nearly 900 employees, is headquartered in Minneapolis, Minn., with branch
offices in Europe, India, Asia, Australia and Africa. Additional information can be found at www.softbrands.com.
Forward-Looking
Statements
This document contains forward-looking statements with respect to the
above transaction and the combination of the two companies, and these
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those set forth herein. These include, without limitation: the
potential inability to retain key personnel; ongoing relations between the two
companies and their suppliers, customers and other parties; risks associated
with acquisitions generally; and other risks and uncertainties as may be
detailed from time to time in public announcements and SEC filings. This document contains forward-looking
statements within the meaning of the federal securities laws. Readers are cautioned not to place undue
reliance on these forward-looking statements and any such forward-looking
statements are qualified in their entirety by the cautionary statements
contained herein. SoftBrands does not update forward-looking statements and
expressly disclaims any obligation to do so.
-###-

text: David Gandrud

text: SOFTBRANDS

text: HOTEL INFORMATION SYSTEMS

text: SoftBrands, Inc.

text: MAI Systems Corporation

text:
Hotel
Information Systems

text: SoftBrands

text: SoftBrands

text: SoftBrands

text: SoftBrands

text: SoftBrands

text: SoftBrands

text: Hotel Information Systems

text: SoftBrands

text:
SoftBrands,
Inc.

text: SoftBrands

text: SoftBrands


text:
EX-99.1
8
c47131exv99w1.htm
EXHIBIT 99.1
exv99w1
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
October 20, 2008
Contact: Christian E. Rothe
Director, Strategic Planning and Development
(217) 228-8224
GARDNER DENVER, INC. COMPLETES ACQUISITION OF COMPAIR
QUINCY, IL (October 20, 2008) - Gardner Denver, Inc. (NYSE:GDI) reported today that it has
completed its previously announced acquisition of CompAir Holdings Limited ("CompAir"), a leading
global manufacturer of compressed air and gas solutions. Total cash consideration paid to the
selling shareholders was £190.2 million. Including the repayment of certain outstanding debt and
the assumption of CompAir's other net debt, which totaled approximately £10.4 million on September
30, 2008, the total transaction value was approximately £200.6 million. To finance the
acquisition, Gardner Denver used excess available cash and new syndicated credit facilities.
Gardner Denver will release its third quarter 2008 financial results on Wednesday, October 22, 2008
after the U.S. financial markets have closed. The Company expects to include guidance regarding
the financial impact of the CompAir acquisition in the earnings release. In addition, on Thursday,
October 23, 2008 at 9:30 a.m. Eastern time, the Company will broadcast a conference call through a
live webcast to discuss third quarter earnings and the CompAir acquisition. This free webcast will
be available in listen-only mode and can be accessed, for up to ninety days following the call,
through the Investor Relations page on the Gardner Denver website at www.GardnerDenver.com or
through Thomson StreetEvents at
www.earnings.com.
Cautionary Statement Regarding Forward-Looking Statements
All of the statements in this release, other than historical facts, are forward-looking statements.
As a general matter, forward-looking statements are those focused upon anticipated events or
trends and expectations and beliefs relating to matters that are not historical in nature. The
words "anticipate", "preliminary", "expect", "believe", "intend", "plan to", "will", "foresee,"
"project", "forecast" and similar expressions identify forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking
statements. In order to comply with the terms of the safe harbor, the Company notes that
forward-looking statements are subject to known and unknown risks, uncertainties and other factors
relating to the Company's operations and business environment, all of which are difficult to
predict and many of which are beyond the control of the Company. These known and unknown risks,
uncertainties and other factors could cause actual results to differ materially from those matters
expressed in, anticipated by or implied by such forward-looking statements.
1
These risks, uncertainties, and factors specific to the CompAir acquisition include, but are not
limited to: (1) the risk that the integration of the CompAir acquisition could disrupt the plans
and operations of the Company, CompAir or both and the potential difficulties of employee retention
as a result of the acquisition, and (2) the risk that the Company may not realize the expected
financial and other benefits from the acquisition. The foregoing factors should not be construed
as exhaustive and should be read together with important information regarding risks and factors
that may affect the Company's future performance set forth in the Company's Annual Report on Form
10-K for the fiscal year ending December 31, 2007, and other public reports filed with the
Securities and Exchange Commission.
These statements reflect the current views and assumptions of management with respect to future
events. The Company does not undertake, and hereby disclaims, any duty to update these
forward-looking statements, even though its situation and circumstances may change in the future.
The inclusion of any statement in this release does not constitute an admission by Gardner Denver
or any other person that the events or circumstances described in such statement are material.
Gardner Denver, Inc., with 2007 revenues of $1.9 billion, is a leading worldwide manufacturer of
reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial
and transportation applications, pumps used in the petroleum and industrial market segments, and
other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver's
news releases are available by visiting the Investor Relations page on the Company's website
(
www.GardnerDenver.com
).
2

text: Christian E. Rothe

text: GARDNER DENVER, INC.

text: COMPAIR

text: Gardner Denver, Inc.

text: CompAir Holdings Limited

text: CompAir

text: CompAir

text: CompAir

text: CompAir

text: CompAir

text: CompAir

text: CompAir

text: Gardner Denver, Inc.


text:
EX-99.1
7
paceth_ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Company IR Contact:
IR Agency Contact:
Media Contact:
Pacific Ethanol, Inc.
Becky Herrick
Paul Koehler
916-403-2755
LHA
Pacific Ethanol, Inc.
866-508-4969
415-433-3777
916-403-2790
Investorrelations@pacificethanol.com
paulk@pacificethanol.com
Pacific Ethanol Completes Aventine
Merger
- Merger Connects Destination and Origin
Market Strategies, Providing Synergies in
Ethanol Production and Marketing -
- Establishes Annual Combined Production
Capacity of 515 Million Gallons and Combined Annual Ethanol Marketing Volume of Over 800 Million Gallons -
Sacramento,
CA, July 1, 2015 - Pacific Ethanol, Inc. (NASDAQ: PEIX)
, the leading producer and marketer of low-carbon renewable fuels
in the Western United States, announced it completed its merger with Aventine Renewable Energy Holdings, Inc. ("Aventine").
Neil Koehler,
the company's president and CEO, stated: "We are pleased to complete this transformative acquisition, establishing
Pacific Ethanol as the sixth largest producer of ethanol in the United States. In addition to more than doubling our ethanol production
capacity, this synergistic transaction expands our geographic footprint, leverages our existing infrastructure to reach new markets
and customers and enhances our overall scale and co-product diversification. We look forward to working with the Aventine employees
to achieve a smooth integration and accelerate the growth of our combined company".
Per the
terms of the definitive merger agreement, Aventine stockholders received 1.25 shares of Pacific Ethanol common stock for each share
of Aventine common stock owned at closing. As a result, Pacific Ethanol issued approximately 17.76 million shares in the merger,
resulting in 42.5 million total shares outstanding as of July 1, 2015. Aventine had term debt of approximately $145 million as
of July 1, 2015. Pacific Ethanol will provide information regarding capital plans and synergies when it releases its second quarter
2015 financial results anticipated in late July 2015.
Aventine's
ethanol production assets include its 100 million gallon per year wet mill and 60 million gallon per year dry mill located in Pekin,
Illinois, and its 110 million gallon per year and 45 million gallon per year dry mills in Aurora, Nebraska. Combined with Pacific
Ethanol's current ethanol production capacity of 200 million gallons per year, the combined company will have a total ethanol production
capacity of 515 million gallons per year and, together with Pacific Ethanol's marketing business, is expected to sell over 800
million gallons of ethanol annually based on historical volumes.
1
About Pacific Ethanol, Inc.
Pacific Ethanol, Inc. (PEIX) is the
leading producer and marketer of low-carbon renewable fuels in the Western United States. With the addition of four Midwestern
ethanol plants in July 2015, Pacific Ethanol more than doubled the scale of its operations, entered new markets, and expanded
its mission to be the industry leader in the production and marketing of low carbon renewable fuels. Pacific Ethanol owns and
operates eight ethanol production facilities, four in the Western states of California, Oregon and Idaho, and four in the Midwestern
states of Illinois and Nebraska. The plants have a combined production capacity of 515 million gallons per year, produce over
one million tons per year of ethanol co-products such as wet and dry distillers grains, wet and dry corn gluten feed, condensed
distillers solubles, corn gluten meal, corn germ, corn oil, distillers yeast and CO
2
. Pacific Ethanol markets and distributes
ethanol and co-products domestically and internationally. Pacific Ethanol's subsidiary, Kinergy Marketing LLC, markets all
ethanol for the Pacific Ethanol plants as well as for third parties, with over 800 million gallons of ethanol marketed annually
based on historical volumes. Pacific Ethanol's subsidiary, Pacific Ag. Products LLC, markets wet and dry distillers grains.
For more information please visit
www.pacificethanol.com
.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
Statements contained in
this communication that refer to Pacific Ethanol's estimated or anticipated future results or other non-historical expressions
of fact are forward-looking statements that reflect Pacific Ethanol's current perspective of existing trends and information
as of the date of this communication. Forward looking statements generally will be accompanied by words such as "anticipate,"
"believe", "plan", "could", "should", "estimate", "expect,"
"forecast", "outlook", "guidance", "intend", "may", "might,"
"will", "possible", "potential", "predict", "project", or other similar
words, phrases or expressions. Such forward-looking statements include, but are not limited to statements about the benefits of
the Aventine merger, including future financial and operating results, synergies that may result from the merger, Pacific Ethanol's
ability to leverage its existing infrastructure to reach new markets and customers; and Pacific Ethanol's plans, objectives,
expectations and intentions. It is important to note that Pacific Ethanol's goals and expectations are not predictions of
actual performance. Actual results may differ materially from Pacific Ethanol's current expectations depending upon a number
of factors affecting Pacific Ethanol's business, Aventine's business and risks associated with merger transactions.
These factors include, among others, adverse economic and market conditions, including for ethanol and its co-products; raw material
costs, including ethanol production input costs; changes in governmental regulations and policies; and insufficient capital resources.
These factors also include, among others, the inherent uncertainty associated with financial projections; integration of Aventine
and the ability to recognize the anticipated synergies and benefits of the Aventine merger; the anticipated size of the markets
and continued demand for Pacific Ethanol's and Aventine's products; the impact of competitive products and pricing;
the risks and uncertainties normally incident to the ethanol production and marketing industries; the difficulty of predicting
the timing or outcome of pending or future litigation or government investigations; changes in generally accepted accounting principles;
successful compliance with governmental regulations applicable to Pacific Ethanol's and Aventine's facilities, products
and/or businesses; changes in the laws and regulations; changes in tax laws or interpretations that could increase Pacific Ethanol's
consolidated tax liabilities; the loss of key senior management or staff; and other events, factors and risks previously and from
time to time disclosed in Pacific Ethanol's filings with the Securities and Exchange Commission including, specifically, those
factors set forth in the "Risk Factors" section contained in Pacific Ethanol's Form 10-Q filed with the Securities and
Exchange Commission on May 11, 2015.
####
2

text: Pacific Ethanol, Inc.

text: Pacific Ethanol, Inc.

text: Pacific Ethanol

text: Pacific Ethanol, Inc.

text: Neil Koehler

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text:
Pacific
Ethanol

text: Pacific Ethanol

text: Pacific Ethanol, Inc.

text: Pacific Ethanol, Inc.

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol

text: Pacific Ethanol


text:
EX-99.2
3
exhibit99212116.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
FOR IMMEDIATE RELEASE
SM ENERGY ANNOUNCES CLOSING OF WILLISTON BASIN DIVESTITURE
DENVER, CO December 1, 2016 - SM Energy Company (NYSE: SM) announced today that the Company closed the previously announced divestiture of its Williston Basin assets located outside of Divide County, North Dakota to Oasis Petroleum North America LLC for $765.8 million of net cash proceeds, subject to customary post-closing purchase price adjustments. This divestiture had an effective date of October 1, 2016, and was completed on December 1, 2016. Third quarter 2016 production associated with these assets was approximately 14,350 Boe/d (78% oil). The Company plans to apply the proceeds from this divestiture towards its acquisition of assets from QStar LLC and a related entity, a transaction that the Company expects to close later in December, and for general corporate purposes.
FORWARD LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of securities laws. The words "anticipate", "assume", "believe", "budget", "estimate", "expect", "forecast", "guidance", "intend", "plan", "project", "will" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward-looking statements. Forward-looking statements in this release include, among other things, expectations concerning the Company's pending acquisition of Permian Basin assets and the Company's liquidity position. General risk factors include the availability of and access to capital markets; the availability, proximity and capacity of gathering, processing and transportation facilities; the volatility and level of oil, natural gas, and natural gas liquids prices, including any impact on the Company's asset carrying values or reserves arising from price declines; uncertainties inherent in projecting future rates of production or other results from drilling and completion activities; the imprecise nature of estimating oil and gas reserves; uncertainties inherent in projecting future drilling and completion activities, costs or results, including from pilot tests; the uncertainty of negotiations to result in an agreement or a completed transaction; the uncertain nature of acquisition, divestiture, joint venture, farm down or similar efforts and the ability to complete any such transactions; the uncertain nature of expected benefits from the actual or expected acquisition, divestiture, joint venture, farm down or similar efforts; the availability of additional economically attractive exploration, development, and acquisition opportunities for future growth and any necessary financings; unexpected drilling conditions and results; unsuccessful exploration and development drilling results; the availability of drilling, completion, and operating equipment and services; the risks associated with the Company's commodity price risk management strategy; uncertainty regarding the ultimate impact of potentially dilutive securities; and other such matters discussed in the "Risk Factors" section of SM Energy's 2015 Annual Report on Form 10-K, as such risk factors may be updated from time to time in the Company's other periodic reports filed with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Although SM Energy may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.
ABOUT THE COMPANY
SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in onshore North America. SM Energy routinely posts important information about the Company on its website.
INVESTOR CONTACT:
Jennifer Martin Samuels, jsamuels@sm-energy.com, 303-864-2507

text: SM ENERGY

text: WILLISTON BASIN

text: SM Energy Company

text: Williston Basin

text: Oasis Petroleum North America LLC

text: SM Energy

text: SM Energy

text: SM Energy

text: SM Energy Company

text: SM Energy


text:
EX-99.1
2
electro140566_ex99-1.htm
PRESS RELEASE DATED FEBRUARY 18, 2014
Exhibit 99.1
Electro-Sensors, Inc.
Acquires Wireless Hazard Monitoring
Product Line From Harvest Engineering Inc.
Minnetonka, MN, February 18, 2014 - Electro-Sensors,
Inc. (Nasdaq: ELSE) announced today it has acquired the advanced wireless hazard monitoring product line from Harvest Engineering
Inc. ("Harvest"). Electro-Sensors will
market and sell the new hazard monitoring
products under its new
HazardPRO
TM
product line and manufacture and service them
at its
Minnetonka,
Minnesota facility.
"The creation of the
HazardPRO
TM
product line will enable us to deliver best-in-class hazard monitoring systems built upon a field-proven wireless platform,"
said David Klenk, President of Electro-Sensors. "This acquisition complements our existing hazard monitoring sensors and
systems and expands our product line to include the most advanced hazard monitoring systems with a lower installed cost than traditional
wire-based solutions. The combination of leading hazard monitoring technology, field-proven reliability, true remote access capabilities,
and the lowest overall installed cost make this a market-leading product offering".
"We're excited that Electro-Sensors will
be deploying this technology to markets where hazard monitoring is of critical importance", said Bruce Meyer, President of
Harvest Engineering. "With more than 45 years of experience serving these markets, Electro-Sensors has established distribution
channels, technical competency, and customer support capabilities that are essential to effectively distribute this technology
worldwide. Additionally, this transaction will enable Harvest to focus on developing its core business of designing new, highly-engineered
products for the grain and feed market".
The
HazardPRO
TM
wireless hazard monitoring
product line
contains a variety of configurations ideally suited for a wide range of applications,
from single-point monitoring to large, highly-complex, multi-leg installations. In addition, it has been successfully installed
and monitoring industrial processing facilities with hazardous environments for more than five years. During this time period,
the products have proven to be easy-to-use, extremely reliable, simple-to-operate, and cost-effective.
Under the agreement, Harvest received $400,000 at
closing, and will receive an additional $400,000 on each of the first and second anniversary of closing. Additionally, Harvest
may earn up to an additional $550,000, contingent upon the achievement of certain performance measures. The Company believes the
acquisition will be accretive to quarterly GAAP earnings per share beginning in the second quarter of 2015.
About Electro-Sensors, Inc.
Electro-Sensors, Inc. designs and manufactures the most
rugged and reliable machine monitoring sensors and hazard monitoring systems for industrial applications. Since 1968 we have been
utilizing leading-edge technology to continuously improve our products making them easy-to-use and designed to last for many years
of accurate service. Our products improve processes by safeguarding systems, reducing downtime, and preventing waste. Most of our
standard products ship within two days and have an industry-leading 5-year warranty. Electro-Sensors is proud to be an ISO9001:2008
quality certified company committed to providing excellent customer service and technical support.
Cautionary Statement Regarding Forward Looking Statements
This press release includes statements about possible
or anticipated future financial performance, business activities or plans. These forward-looking statements may include the words
"believes", "expects", "anticipates", "intends" or similar expressions. For these
forward-looking statements, the Company claims the protection of the safe harbor for forward−looking statements contained
in federal securities laws. These forward-looking statements are subject to a number of factors, risks and uncertainties, including
those disclosed in our periodic filings with the SEC, that could cause actual performance, activities or plans after the date the
statements are made to differ significantly from those indicated in the forward-looking statements.
In addition, the forward-looking statements in this
press release depend upon our ability to successfully integrate and manufacture the advanced wireless hazard monitoring product
line, sell it under the
HazardPRO
TM
trade name, and continue to
develop new products using the advanced wireless hazard technology.
HazardPRO
TM
is a trademark of Electro-Sensors, Inc.

text: Electro-Sensors, Inc.

text: Harvest Engineering Inc.

text:
Electro-Sensors,
Inc.

text:
Harvest Engineering
Inc.

text: David Klenk

text: Bruce Meyer

text: Electro-Sensors, Inc.

text: Electro-Sensors, Inc.

text: Electro-Sensors, Inc.


text:
EX-99.1
6
ex99_1.htm
EXHIBIT 99.1
CLINIGENCE
HOLDINGS, INC. GOES PUBLIC VIA A REVERSE MERGER WITH IGAMBIT, INC.
ATLANTA,
GA − (BUSINESSWIRE) - October 31, 2019 -
Clinigence Holdings, Inc. ("Clinigence" or the
"Company") announced today that it has become a publicly-traded company via a reverse merger with iGambit, Inc. ("iGambit")
(OTC: IGMB), a fully reporting public company. The combined company will be called Clinigence Holdings, Inc. and will trade on
the OTC Markets under the symbol CLNH.
Clinigence
is a pioneer in clinical quality reporting and population health analytics, and iGambit wholly
owns HealthDatix, a healthcare technology company with a platform for optimizing annual wellness visits/health risk assessments
("AWV/HRA") and chronic care management ("CCM") as well as the BioDatix wearable device for remote patient
monitoring.
The
newly combined organization will be a leading publicly-traded healthcare information technology company which will be well positioned
for the ongoing transition of U.S. healthcare from fee-for-service payments to value-based reimbursements. Our industry-leading
cloud-based platforms allow our clients to leverage data from multiple sources to operate efficiently and to deliver the best
possible outcomes for their patients.
The
transaction was approved by the Board of Directors of both companies. Pursuant to the merger agreement, iGambit has issued newly-issued
shares of common stock, on a fully-diluted pro rata basis, to the equity holders of Clinigence in exchange for 100% of the outstanding
equity securities of Clinigence by means of a reverse triangular merger in which a wholly owned subsidiary of iGambit merged with
and into Clinigence, with Clinigence continuing as the surviving corporation under the name Clinigence Health Inc. (the "Merger").
The former Clinigence equity holders own 85% of iGambit's issued and outstanding common stock and the former iGambit equity
holders own 15% of iGambit's issued and outstanding common stock, in each case on a fully-diluted, as converted basis as
of immediately prior to the Merger (including options, warrants and other rights to acquire equity securities of iGambit).
Jacob
"Kobi" Margolin will continue as Chief Executive Officer of the combined company. Warren Hosseinion, M.D., will continue
as Chairman of the Board of the combined company. Elisa Luqman, J.D., MBA, will continue as Chief Financial Officer of the combined
company, and Lawrence Schimmel, M.D., will continue as Chief Medical Officer. The Board of Directors will consist of nine directors:
seven directors (including five independent directors) are former Clinigence directors and two directors (including one independent
director) are existing iGambit directors. The former Clinigence directors are Jacob "Kobi" Margolin, Lawrence Schimmel,
M.D., Mark Fawcett, MBA, Mitch Creem, David Meiri, Ph.D., Martin Breslin and Warren Hosseinion, M.D. The existing iGambit directors
are John Waters and Elisa Luqman, J.D., MBA.
"We
are very pleased to announce the completion of our merger with iGambit to create one of the leading healthcare information technology
companies in the nation", stated Jacob "Kobi" Margolin, Chief Executive Officer of Clinigence. "The merger
will create a platform with a comprehensive suite of solutions for health plans, independent physician associations/medical groups,
management services organizations, accountable care organizations, hospitals and individual physicians. We see tremendous growth
opportunities ahead".
1
"Becoming
a public company is a key element of our growth strategy, and the completion of this merger is a significant accomplishment for
Clinigence. A public listing will provide us with access to capital from the public markets, enable us to broaden our investor
base, enhance our recruitment of additional key team members, and allow us to use our public equity to execute future acquisitions,"
stated Warren Hosseinion, M.D., Chairman of Clinigence. "Our primary goal after the merger will be to seek to list our common
stock on the Nasdaq Capital Market".
"We
would like to thank our existing iGambit shareholders and welcome our new shareholders", stated Elisa Luqman, Chief Financial
Officer of Clinigence. "This merger is an important milestone as we continue to build shareholder value".
Reverse
Stock Split
iGambit
has effected a 500-to-1 reverse stock split of its common stock. Beginning with the opening of trading on November 1, 2019, Clinigence's
common stock will trade on a split-adjusted basis. The reverse stock split affected all issued and outstanding shares of iGambit's
common stock, as well as common stock underlying stock options, warrants, other common stock-based equity grants and any other
of iGambit's securities convertible into or exchangeable for shares of iGambit's common stock, outstanding immediately
prior to the effectiveness of the reverse stock split.
Trading
Symbol
The
Company's new trading symbol will be "CLNH", although it is expected that the letter "D" will be
appended to the Company's current ticker IGMB for approximately 20 trading days following the effective date to indicate
the completion of the reverse stock split. In addition, the common stock will trade under a new CUSIP number: 18727D105.
Advisors
Shartsis
Friese LLP acted as legal advisor to Clinigence. Dickinson Wright served as iGambit's legal counsel.
A
copy of the merger agreement in its entirety and the Form 8-K report may be accessed at www.sec.gov.
About
HealthDatix
Healthy,
Longer Lives, that's our mission. Within the population of any group or organization there are people who are healthy and
those that are at risk. Our mission is to aggregate their data and deliver accurate reporting necessary to make vital decisions
on a course of treatment or education for those at risk. We empower you with the data needed to negotiate future health costs.
We're helping to shape the future of our nation's health care system, with robust leveraging of technology that delivers
value-based healthcare and payment without extra staff or additional efforts on the part of the caregiver. Our proprietary data
analytics management uncovers new opportunities for health wellness visits and 24/7/365 monitoring of people with chronic conditions.
For more information, please visit www.healthdatix.com.
About
Clinigence Holdings, Inc.
Clinigence
Holdings is a leading healthcare information technology company providing an advanced, cloud-based platform that enables healthcare
organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims
data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually
unlimited insights into patient populations.
2
About
iGambit, Inc.
iGambit
(OTC: IGMB) is a fully reporting publicly-held company that wholly-owns HealthDatix. For more information, please visit www.igambit.com.
Information on our web-site does not comprise a part of this press release.
Safe
Harbor:
Certain
statements and information included in this press release constitute "forward-looking statements" within the meaning
of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will likely
result", "expected to", "will continue", "anticipated", "estimate", "projected,"
"intends", "primary goal", or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known
and unknown, and uncertainties, including but not limited to, economic conditions, dependence on management, dilution to shareholders,
lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to
effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability
to compete, conflicts of interest related to party transactions, regulatory matters, protection of technology, lack of industry
standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-acquisition
company's ordinary shares on Nasdaq following the Merger, and the ability of the Company to obtain additional financing.
Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results
for future periods to differ materially from any opinions or statements expressed within this press release.
FOR
ADDITIONAL INFORMATION:
Clinigence
Holdings, Inc.
Jacob
"Kobi" Margolin
Chief
Executive Officer
Via
email at
kobi.margolin@clinigencehealth.com
3

text:
CLINIGENCE
HOLDINGS, INC.

text: IGAMBIT, INC.

text: Clinigence Holdings, Inc.

text: iGambit, Inc.

text: Clinigence Holdings, Inc.

text: Elisa Luqman

text: Elisa Luqman

text: Elisa Luqman

text:
Shartsis
Friese LLP

text: Dickinson Wright

text: Clinigence Holdings, Inc.

text: iGambit, Inc.

text:
Clinigence
Holdings, Inc.


text:
EX-99.1
4
a17-14721_1ex99d1.htm
PRESS RELEASE
Exhibit 99.1
For Immediate Release
Midland States Bancorp, Inc. Completes the Acquisition of Centrue Financial Corporation
Effingham, IL, June 12, 2017 - Midland States Bancorp, Inc. (NASDAQ: MSBI) ("Midland") today announced it has completed its acquisition of Centrue Financial Corporation (NASDAQ: CFCB) ("Centrue"), the parent company of Centrue Bank. As a result of the transaction, Centrue Bank is now a wholly owned subsidiary of Midland. The transaction brings Midland's total assets to approximately $4.5 billion.
Leon J. Holschbach, President and Chief Executive Officer of Midland, commented, "We are very pleased to welcome Centrue's customers, employees and shareholders to the Midland family. Centrue is a great franchise and we are very familiar with its markets. Centrue customers will also benefit from the additional products, services and lending capacity that Midland offers.
"This acquisition fits squarely into our strategic plan of making accretive acquisitions in good markets. We believe we can realize strong synergies through this transaction while also increasing our ability to grow our customer base in northern and central Illinois", said Mr. Holschbach.
The transaction will increase the Midland branch network to approximately 50 locations across Illinois and in the St. Louis and Colorado markets. Midland also operates approximately 40 additional locations across the United States in connection with its residential mortgage, commercial FHA loan origination and commercial equipment leasing businesses.
About Midland States Bancorp, Inc.
Midland States Bancorp, Inc. is a community-based financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. Following the acquisition of Centrue Financial Corporation, Midland has assets of approximately $4.5 billion. Midland's Wealth Management Group has assets under administration of approximately $1.9 billion. Midland provides a full range of commercial and consumer banking products and services, merchant credit card services, trust and investment management, and insurance and financial planning services. In addition, commercial equipment leasing services are provided through Heartland Business Credit, and multi-family and healthcare facility FHA financing is provided through Love Funding, Midland's non-bank subsidiaries. For additional information, visit Midland at www.midlandsb.com or follow Midland on LinkedIn at https://www.linkedin.com/company/midland-states-bank.
Special Note Concerning Forward-Looking Statements
Readers should note that this press release includes "forward-looking statements", including but not limited to statements about the Centrue transaction. These statements are subject to many risks and uncertainties, including the possibility that any of the anticipated benefits of the transaction will not be realized within the expected time period or at all and the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events. Readers should note that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "will", "propose", "may", "plan", "seek", "expect", "intend", "estimate", "anticipate", "believe" or "continue", or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
CONTACTS:
Kevin L. Thompson, Chief Financial Officer, at kthompson@midlandsb.com or (217) 342-7321
Douglas J. Tucker, Sr. V.P., Corporate Counsel, at dtucker@midlandsb.com or (217) 342-7321

text: Midland States Bancorp, Inc.

text: Centrue Financial Corporation

text: Midland States Bancorp, Inc.

text: Centrue Financial Corporation

text: Leon J. Holschbach

text: Midland States Bancorp, Inc.

text: Midland States Bancorp, Inc.

text: Centrue Financial Corporation

text: Kevin L. Thompson


text:
EX-99.1
2
exh99-1pnmr.htm
EXHIBIT 99.1
exh99-1pnmr.htm
Exhibit
99.1
For
Immediate Release
Jan. 30,
2009
PNM
Completes Sale of Gas Operations
Move
provides path to implement key initiatives
(ALBUQUERQUE, N.M.) -
PNM
Resources' (NYSE: PNM) New Mexico utility, PNM, today successfully completed
the cash sale of its natural gas operations to New Mexico Gas Company for
approximately $640 million, which includes approximately $20 million in
purchase-price adjustments.
"Completing
the PNM gas operations sale is a key step toward returning our New Mexico
utility, PNM, to financial health and strengthening the entire corporation,"
said Jeff Sterba, PNM Resources chairman and CEO. "Our plan is to use the net
proceeds of the sale to reduce PNM and PNM Resources debt and other corporate
purposes.
"In
addition, the gas operations sale allows PNM Resources to carry forward two key
initiatives: focus solely on the generation and delivery of electricity, and
place more emphasis on our efforts to obtain appropriate regulatory treatment
for our electric utilities in New Mexico and Texas".
As of
today, PNM Resources is a holding company operating:
·
PNM
-
a vertically
integrated electric utility with nearly 500,000 customers in New
Mexico;
·
TNMP
-
a Texas distribution
and transmission electric utility with 230,000 end-users;
and
·
First Choice Power
-
a retail electricity
provider competing in Texas' deregulated market serving more than 237,000
customers.
PNM
Resources also owns 50 percent of
EnergyCo -
a power-marketing
and generation company in Texas with 920 megawatts of capacity. Upon completion
of Unit 4 at the Cedar Bayou Generating Station in mid-2009, EnergyCo's
generation capacity will be nearly 1,200 megawatts.
Today's
closing also resulted in a $15 million payment to PNM Resources from Continental
Energy Systems, which owns New Mexico Gas Company. Continental agreed to make
the payment as consideration for the termination of a separate transaction in
which PNM Resources would have acquired another Continental
subsidiary.
(MORE)
1-29-09
1:15 pm
PNM
Completes Sale of Gas
Operations 1-30-09
pg. 2 of 2
Background:
PNM
Resources (NYSE: PNM) is an energy holding company based in Albuquerque, N.M.,
with 2007 consolidated operating revenues from continuing and discontinued
operations of $2.4 billion. Through its utility and energy subsidiaries, PNM
Resources has more than 2,700 megawatts of generation resources and serves
electricity to approximately 859,000 homes and businesses in New Mexico and
Texas. The company also has a 50-percent ownership of EnergyCo, which owns
approximately 920 megawatts of generation. For more information, visit
www.PNMResources.com
.
CONTACTS:
Analysts Analysts
& Media
Gina
Jacobi, (505)
241-2211
Frederick Bermudez, (505) 241-4831
(END)
1-29-09
1:15 pm

text: PNM

text: PNM

text: PNM

text: PNM

text: New Mexico Gas Company

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM

text: New Mexico Gas Company

text: PNM

text: PNM

text: PNM

text: PNM

text: PNM


text:
EX-99.1
2
d28849_ex99-1.htm
EX-99.1
Converted by EDGARwiz
Exhibit 99.1
FOR IMMEDIATE RELEASE
November 7, 2011
Contact:
John B. Woodlief
Vice President - Finance and
Chief Financial Officer
704-372-5404
Ruddick Corporation Completes Sale
of its American & Efird Business to KPS Capital Partners, LP
CHARLOTTE, N.C.-November 7, 2011--Ruddick Corporation (NYSE: RDK) (the "Company") announced today that it has completed the previously announced sale to two newly formed affiliates of KPS Capital Partners, LP of all of the Company's ownership interest in its American & Efird business, for $180 million in cash consideration, subject to adjustments for working capital and certain liabilities, including under funded pension liability and foreign debt as previously disclosed.
Ruddick Corporation is the parent company of Harris Teeter, Inc., a leading regional supermarket chain with operations in eight states primarily in the southeastern and mid-Atlantic United States, and the District of Columbia.
###
For more information on Ruddick Corporation, visit our web site at:
www.ruddickcorp.com.

text: John B. Woodlief

text: Ruddick Corporation

label: fund

text: KPS Capital Partners, LP

override: fund

text: Ruddick Corporation

text: KPS Capital Partners, LP

text: Ruddick Corporation

text: Ruddick Corporation


text:
EX-99.1
9
a07-8740_2ex99d1.htm
EX-99.1
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Cellu Tissue Holdings, Inc. Completes Acquisition of CityForest
Corporation
Alpharetta, Ga. - March 21, 2007-
Cellu Tissue Holdings, Inc. ("Cellu Tissue") announced today that it has
consummated the acquisition of CityForest Corporation ("CityForest"). Cellu Tissue-CityForest LLC, the acquired
business, is a wholly-owned subsidiary of Cellu Tissue.
CityForest is a
Ladysmith, Wisconsin-based manufacturer of tissue paper parent rolls for
converters that resize and convert the rolls into napkins, towels, bath tissue,
specialty medical tissue, industrial wipers and facial tissue. The majority of
CityForest's sales are to converters serving the commercial ("away-from-home")
market, the consumer ("at-home") market, as well as state and federal
government agencies and the medical industry.
CityForest is solely focused on manufacturing tissue hard rolls and does
not currently convert rolls into finished products.
Cellu Tissue manufactures
and markets a variety of specialty tissue hard rolls and machine-glazed paper
used in the manufacture of various end products, including diapers, facial and
bath tissue, assorted paper towels and food wraps. In addition, Cellu Tissue
produces a variety of converted tissue products. Cellu Tissue's customers
include major North American producers of branded and unbranded disposable
consumer absorbent and tissue products for the personal and health care
markets; consumer and away-from-home tissue products companies; national and
regional tissue products distributors; and third-party converters who sell
their products to food, bakery and confections companies. Cellu Tissue services
a diverse group of high-quality customers, with three of its top 10 customers
belonging to the Fortune 150 group of companies.
The statements contained in this release that are
not purely historical are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended including
statements regarding the expected timing, completion and effects of the
proposed acquisition. Readers are
cautioned not to place undue reliance on these forward-looking statements and
any such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All forward-looking
statements included in this document are based upon information available to
Cellu Tissue as of the date hereof, and Cellu Tissue assumes no obligation to
update any such forward-looking statement. Cellu Tissue cautions you that any
forward looking information is based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements. Factors that
may affect the business or financial results of Cellu Tissue are described in
Cellu Tissue's filings with the SEC, including in its annual report on Form
10-K for the fiscal year ended February 28, 2006.
* * * * *

text: Cellu Tissue Holdings, Inc.

text:
CityForest
Corporation

text: Cellu Tissue Holdings, Inc.

text: CityForest Corporation


text:
EX-99.1
2
acacia_8k-ex9901.htm
EXHIBIT 99.01
acacia_8k-ex9901.htm
Exhibit 99.1
Contacts:
Rob Stewart
Media Contact:
Adam Handelsman
Investor Relations
Managing Director
Tel (949) 480-8300
Lippert/Heilshorn & Associates
Fax (949) 480-8301
(212) 201-6622
ahandelsman@lhai.com
FOR RELEASE
January 13, 2012
ACACIA SUBSIDIARY ACQUIRES ADAPTIX, A PIONEER IN 4G WIRELESS TECHNOLOGY, FOR $160 MILLION
Newport Beach, CA. - (BUSINESS WIRE) January 13, 2012 - Acacia Research Corporation (Nasdaq:ACTG) announced today that its subsidiary has acquired ADAPTIX, Inc., a pioneer in the development of 4G technologies for wireless systems, for $160 million.
ADAPTIX, Inc., which has $10 million in cash, is an award-winning technology company long recognized in the industry as one of the first developers of cutting edge 4G wireless systems. With patents filed as early as 2000, ADAPTIX's research and development efforts have resulted in one of the world's most significant intellectual property portfolios focused on 4G technologies. With its rapidly growing portfolio of 230 issued and pending patents in 13 countries, ADAPTIX's innovations extend across a broad range of 4G technologies including OFDMA and MIMO.
"ADAPTIX has been on the forefront of developing next-generation wireless communications for the past 11 years", commented Acacia CEO, Paul Ryan, "and Acacia's acquisition provides our shareholders with a great opportunity to participate in the worldwide growth of 4G wireless technologies as Acacia continues to expand its patent licensing business".
ABOUT ACACIA RESEARCH CORPORATION
Acacia Research Corporation's subsidiaries partner with inventors and patent owners, license the patents to corporate users, and share the revenue. Acacia Research Corporation's subsidiaries control over 200 patent portfolios, covering technologies used in a wide variety of industries.
Information about Acacia Research Corporation and its subsidiaries is available at
www.acaciaresearchgroup.com
,
www.acaciaresearch.com
, and
www.ADAPTIX.com
.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This news release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including the statements made by Paul Ryan relating to the growth of 4G wireless technologies. These statements are based upon our current expectations and speak only as of the date hereof. Our ability to become the licensing partner for companies, expand our patent licensing business, and participate in the growth of 4G wireless technologies, may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the adoption of any such technologies in the relevant marketplaces worldwide, the ability to successfully develop licensing programs in the areas of 4G and related technologies, rapid technological change in relevant markets, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments addressing licensing and enforcement of patents and/or intellectual property in general, the recent economic slowdown affecting technology companies, and general economic conditions. Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Forms 8-K and 8-K/A, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
2

text: ACACIA

text: ADAPTIX

text: Acacia Research Corporation

text: ADAPTIX, Inc.

text: ADAPTIX, Inc.

text: ADAPTIX

text: ADAPTIX

text: ADAPTIX

text: Acacia

text: Acacia

text: Acacia

text: ACACIA RESEARCH CORPORATION

text: Acacia Research Corporation

text: Acacia Research Corporation

text: Acacia Research Corporation


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
SOURCE: Avalanche International Corp
August 24, 2017 06:00 ET
Avalanche International Corp Purchases Owner of Disruptive MLSE® Textile Technology
Company Concludes Stock Acquisition of MTIX, Ltd., Files for Name Change to MTIX International, Inc.
LAS VEGAS, NV--(Marketwired - August 24, 2017) - Avalanche International, Corp (OTC: AVLP) announced today that it has concluded its purchase of MTIX, Ltd. through a stock exchange agreement ("Exchange"). MTIX, Ltd., is the owner and worldwide licensor of the Multiplexed Laser Surface Enhancement (MLSE®), a proprietary and unique technology that can treat both natural and synthetic textiles for a wide variety of functionalities.
The MLSE® textile technology is very diverse in its depth and breadth of treatments across the textile industry with its uses ranging from fabric preparation, dyeability and printing enhancements, hydrophilicity, hydrophobicity to fire retardancy and anti-microbial properties. The use of water, harmful chemicals and energy are significantly reduced in comparison to conventional textile treatment methods. The MLSE® process is instantaneous in the reaction zone, due to rapid reaction synthesis for any required functional properties. The combination of plasma and photonic energy enables material synthesis in and/or on the surface of a substrate. The MLSE® process has been developed working with major textile manufacturers in the UK, Europe and international customers and working with real time processes for these performance enhancements.
The transaction, was previously announced through its 8-K report dated March 3, 2017 as filed on March 9, 2017 and amended on July 13, 2017 as filed on July 17, 2017. The Company stated that in conjunction with this recent transaction, it has filed for a name and symbol change with FINRA with approval pending. The Company reminds shareholders and investors that its financials are not current and is working as quickly as possible with its auditors towards having all its public filings current soon. The Company recommends any investors to read its 8-K and other public reports and financials filed with the Securities and Exchange Commission for further information. All public filings, financials and other information are available on the Company's web site as well as on http://www.sec.gov, www.OTCMarkets.com and many other financial news reporting web sites and portals. The Company's web domain is www.AvalancheInternationalCorp.com.
About Avalanche International Corp.
Avalanche International, Corp is a Nevada corporation and holding company, publicly traded on the OTC Markets platform. The Company is focused on creating superior long-term returns for shareholders through a unique structure of diversified holdings and currently has two operational wholly-owned subsidiaries, Restaurant Capital Group, LLC and MTIX, Ltd. The Company has selected a mergers and acquisitions strategy as its primary growth driver for the foreseeable future leveraging the Wall Street and activist background of its Chairman along with the vast corporate integration and management talents of its President and CEO.
About MTIX, Ltd.
MTIX Ltd is an advanced materials and processing technology company located in Huddersfield, West Yorkshire, UK. The company has developed a novel cost effective and environmentally friendly material synthesis technology for textile applications, Multiplexed Laser Surface Enhancement (MLSE®). MLSE® is a proprietary and unique technology that has the ability to treat both natural and synthetic textiles for a wide variety of functionalities. These include dyeability and printing enhancements, hydrophilicity, hydrophobicity, fire retardancy and anti-microbial properties. The use of water, harmful chemicals and energy is significantly reduced in comparison to conventional textile treatment methods. The MLSE® process is instantaneous in the reaction zone, due to rapid reaction synthesis for any required functional properties. For more information, visit their URL, http://mti-x.com.
Forward-looking & Safe Harbor Statement
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and those statements are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company cautions that these forward-looking statements are further qualified by other factors. The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Company Website: www.AvalancheInternationalCorp.com
Subsidiary Websites: http://mti-x.com; www.RestaurantCapitalGroup.net
Embedded Video Available: https://www.youtube.com/watch?v=st3ws0iq0O0&feature=youtu.be
CONTACT INFORMATION
·
Investor Inquiries:
Avalanche International Corp
E-Mail: IR@AvalancheInternationalCorp.com

text: Avalanche International Corp

text: Avalanche International Corp

text: MTIX, Ltd.

text: Avalanche International, Corp

text: MTIX, Ltd.

text: MTIX, Ltd.

text: Avalanche International Corp

text: Avalanche International, Corp

text: MTIX, Ltd.

text: MTIX, Ltd.

text: Avalanche International Corp


text:
EX-99.2
6
t1600152_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
MICROSEMI FINANCIAL CONTACT:
John W. Hohener
Executive Vice President and CFO
Phone: (949) 380-6100
MICROSEMI INVESTOR CONTACT:
Robert
C. Adams
Vice President of Corporate Development
Phone: (949) 380-6100
Microsemi Corporation Completes Acquisition
of PMC-Sierra, Inc.
ALISO VIEJO, California-Jan. 15, 2016-Microsemi
Corporation
(Nasdaq: MSCC) ("Microsemi"), a leading provider of semiconductor solutions differentiated by power,
security, reliability and performance, announced today that Microsemi's wholly-owned subsidiary Lois Acquisition Corp. successfully
merged with and into PMC-Sierra, Inc. (Nasdaq: PMCS) ("PMC"), completing Microsemi's acquisition of PMC. Under
Section 251(h) of the General Corporation Law of the State of Delaware, no vote of PMC's stockholders was required to consummate
the merger.
At the effective time of the merger, each outstanding share
of PMC common stock (other than shares directly owned by PMC, Microsemi, Lois Acquisition Corp. or any other subsidiary of Microsemi
and shares held by PMC stockholders that are entitled to and have properly demanded appraisal of such shares under Delaware law)
was converted into the right to receive $9.22 in cash and 0.0771 shares of Microsemi common stock, together with cash in lieu of
any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes, the same price received
by PMC stockholders who validly tendered their shares in the related exchange offer. Following the merger, PMC shares will cease
to be traded on Nasdaq.
"We are pleased to complete the acquisition of PMC-Sierra,"
said James J. Peterson, Microsemi's chairman and CEO. "PMC's innovative semiconductor and software solutions
are transforming the networks that connect, move and store big data. As we integrate we will leverage its industry-leading talent
base and product portfolio, driving the combined company's next wave of innovation and securing our standing as a semiconductor
industry leader".
About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive
portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products
include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management
products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing
devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet
ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has
approximately 3,600 employees globally. Learn more at
www.microsemi.com
.
# # #
Microsemi and the Microsemi logo are
registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks
mentioned herein are the property of their respective owners.
Forward-Looking Statements
This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and
uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These
forward-looking statements are not a guarantee of future performance and are subject to a number of uncertainties and other factors,
many of which are outside the control of Microsemi. The forward-looking statements in this release address a variety of subjects
including, for example, statements regarding the potential benefits (including the potentially accretive and synergistic benefits)
of Microsemi's acquisition of PMC-Sierra Inc. ("PMC"), Microsemi's expected future performance (including
expected results of operations and financial guidance), and the combined company's future financial condition, operating
results, strategy and plans. Statements including words such as "believes", "expects", "anticipates,"
"intends", "estimates", "plan", "will", "may", "look forward,"
"intend", "guidance", "future" or similar expressions are forward-looking statements. Potential
risks and uncertainties include, but are not limited to, such factors as the ultimate outcome and results of integrating the operations
of Microsemi and PMC, the ultimate outcome of Microsemi's operating strategy applied to PMC and the ultimate ability to realize
synergies; the effects of the business combination of Microsemi and PMC, including the combined company's future financial
condition, operating results, strategy and plans; negative or worsening worldwide economic conditions or market instability; downturns
in the highly cyclical semiconductor industry; our ability to successfully implement our acquisitions strategy or integrate other
acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the
failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses
or assets, and the associated diversion of management attention or other related costs or difficulties; Microsemi's reliance on
government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of such contracts,
uncertainties of governmental appropriations and national defense policies and priorities and effects of any past or future government
shutdowns; risks related to the company's international operations and sales, including political instability, trade restrictions
and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability of transportation
services; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's
book-to-bill ratio; intense competition in the semiconductor industry and resultant downward price pressure; the effect of events
such as natural disasters and related disruptions on our operations; the concentration of the factories that service the semiconductor
industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment
malfunctions, or issues related to government or customer qualification of facilities; our dependence on third parties for key
functions; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions
or not at all; changes to laws or regulations; unanticipated changes in Microsemi's tax obligations, results of tax examinations
or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and
counterparty risks related to Microsemi's holdings in securities; inability to develop new technologies and products to satisfy
changes in customer demand or the development by the company's competitors of products that decrease the demand for Microsemi's
products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete
successfully with silicon-based products; production delays related to new compound semiconductors; variability of the company's
manufacturing yields; potential effects of system outages; inability by Microsemi to fulfill customer demand and resulting loss
of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory
obsolescence; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other
claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could
have on Microsemi's business and results of operations if an adverse determination in litigation is made, and the time and attention
required of management to attend to litigation; difficulties in determining the
scope of, and procuring and maintaining, adequate insurance
coverage; difficulties and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel
in a competitive labor market; any circumstances that adversely impact the end markets of acquired businesses; and difficulties
in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition
to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors,
uncertainties or risks identified in the most recent Form 10-K reports and any subsequent Form 10-Q reports filed by Microsemi
or PMC with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking
statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update
these forward-looking statements to reflect subsequent events or circumstances.
Source: Microsemi
Corporation

text: MICROSEMI

text: MICROSEMI

text:
Robert
C. Adams

text: Microsemi Corporation

text: PMC-Sierra, Inc.

text:
Microsemi
Corporation

text: Microsemi

text: Microsemi

text: PMC-Sierra, Inc.

text: PMC

text: Microsemi

text: PMC

text: PMC

text: PMC

text: PMC

text: Microsemi

text: Microsemi

text: PMC

text: Microsemi

text: Microsemi

text: PMC

text: PMC

text: PMC-Sierra

text: Microsemi

text: PMC

text: Microsemi

text: Microsemi Corporation

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi Corporation

text: Microsemi

text: Microsemi

text: PMC-Sierra Inc.

text: PMC

text: Microsemi

text: Microsemi

text: PMC

text: Microsemi

text: PMC

text: Microsemi

text: PMC

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi

text: Microsemi

text: PMC

text: Microsemi

text: Microsemi

text:
Microsemi
Corporation


text:
EX-99.1
8
dp05079_ex9901.htm
Unassociated Document
EXHIBIT
99.1
CVS/Caremark
Merger Closes, Creating the Nation's Leading Pharmacy Services Company
WOONSOCKET,
R.I. --CVS Corporation and Caremark Rx, Inc. today announced that they have
formally closed their transformative merger of equals, creating the nation's
premier integrated pharmacy services provider. The combined company, renamed
CVS/Caremark Corporation (NYSE: CVS), unifies the nation's largest pharmacy
chain with a leading pharmaceutical services company, creating the opportunity
to deliver unique products and services that will help manage costs for
employers and improve access and choice for consumers.
"Today's
close of our landmark merger will enable us to begin delivering substantial
benefits to shareholders, customers and employees", said Tom Ryan,
CVS/Caremark's President and Chief Executive Officer. "CVS/Caremark will offer
end-to-end services, from plan design to prescription fulfillment, as well
as
the opportunity to improve clinical outcomes, which will result in better
control over healthcare costs for employers and plan providers. The company
will
improve the delivery of pharmacy services and healthcare decision making,
enabling consumers to benefit from unparalleled access, greater convenience
and
more choice. We look forward to capitalizing on the tremendous opportunity
ahead
of us to improve the delivery of pharmacy services".
"After
months of planning, we are excited to realize our shared vision of creating
the
premier provider of pharmacy services in the nation", said Mac Crawford,
Chairman of CVS/Caremark. "Together we will deliver unique products and services
that are responsive to the needs of employers, health plans and consumers,
and
do it in more convenient and flexible ways that allows consumers to take more
control of their healthcare needs".
In
light
of the closing, CVS/Caremark will commence a cash tender offer in approximately
five business days for 150 million, or about 10 percent, of its outstanding
shares at a fixed price of $35 per share.
The
combined company will trade on the New York Stock Exchange under the symbol
"CVS." Effective today, trading in Caremark stock (NYSE: CMX - News) has been
discontinued.
About
CVS/Caremark
CVS/Caremark
is the nation's premier integrated pharmacy services provider, combining one of
the nation's leading pharmaceutical services companies with the country's
largest pharmacy chain. The company fills or manages more than one billion
prescriptions per year, more than any other pharmacy services
provider.
CVS/Caremark drives value for pharmacy services customers by effectively
managing pharmaceutical costs and improving healthcare outcomes through its
6,200 CVS/pharmacy stores; its pharmacy benefit management, mail order and
specialty pharmacy division, Caremark Pharmacy Services; its retail-based health
clinic subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General
information about CVS/Caremark is available through the Investor Relations
portion of the Company's website, at http://investor.cvs.com, as well as through
the pressroom portion of the Company's website, at
www.cvs.com/pressroom.
Certain
Information Regarding the Tender Offer After Closing of the
Merger
The
information in this press release describing CVS' planned tender offer following
closing of the CVS/Caremark merger is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to sell shares
of
CVS/Caremark's common stock in the tender offer. The tender offer will be made
only pursuant to the Offer to Purchase and the related materials that
CVS/Caremark will distribute to its shareholders. Shareholders should read
the
Offer to Purchase and the related materials carefully because they contain
important information, including the various terms and conditions of the tender
offer. Subsequent to the commencement of the tender offer, shareholders of
CVS/Caremark will be able to obtain a free copy of the Tender Offer Statement
on
Schedule TO, the Offer to Purchase and other documents that CVS/Caremark will
be
filing with the Securities and Exchange Commission from the Commission's website
at www.sec.gov. Shareholders may also obtain a copy of these documents, without
charge, from Morrow & Co., Inc., the information agent for the tender offer,
toll free at 1 (800) 245-1502 when these documents become available.
Shareholders are urged to carefully read these materials prior to making any
decision with respect to the tender offer. Shareholders and investors who have
questions or need assistance may call Morrow & Co., Inc., the information
agent for the tender offer, toll free at 1 (800) 245-1502.
Cautionary
Statement Regarding Forward-Looking Statements
This
document contains certain forward-looking statements about CVS and Caremark.
When used in this document, the words "anticipates", "may", "can", "believes",
"expects", "projects", "intends", "likely", "will", "to be" and any similar
expressions and any other statements that are not historical facts, in each
case
as they relate to CVS or Caremark or to the combined company, the management
of
either such company or the combined company or the transaction are intended
to
identify those assertions as forward-looking statements. In making any of those
statements, the person making them believes that its expectations are based
on
reasonable assumptions. However, any such statement may be influenced by factors
that could cause actual outcomes and results to be materially different from
those projected or anticipated. These forward-looking statements, including,
without limitation, statements relating to anticipated accretion, return
on
equity,
cost synergies, incremental revenues and new products and offerings, are subject
to numerous risks and uncertainties. There are various important factors that
could cause actual results to differ materially from those in any such
forward-looking statements, many of which are beyond the control of CVS and
Caremark, including macroeconomic condition and general industry conditions
such
as the competitive environment for retail pharmacy and pharmacy benefit
management companies, regulatory and litigation matters and risks, legislative
developments, changes in tax and other laws and the effect of changes in general
economic conditions. The actual results or performance by CVS or Caremark or
the
combined company, and issues relating to the transaction, could differ
materially from those expressed in, or implied by, any forward-looking
statements relating to those matters. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on
the
results of operations or financial condition of CVS or Caremark, the combined
company or the transaction.
Contact:
CVS/Caremark
Corporation
Investors:
Nancy
Christal, 914-722-4704
VP,
Investor Relations
or
Media:
Eileen
Howard Dunn, 401-770-4561
VP,
Corporate Communications

text: CVS Corporation

text: Caremark Rx, Inc.

text: Mac Crawford


text:
EX-99.1
2
ex991tnsacquisitioncloses.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Neustar Completes Acquisition of Caller Authentication Assets of TNS
Increases 2015 Adjusted Net Income Guidance
STERLING, VA, December 21, 2015 - Neustar, Inc. (NYSE: NSR), a trusted neutral provider of real-time information services, announced today that it has completed its acquisition of the caller authentication assets of Transaction Network Services, Inc. (TNS) and updated its 2015 guidance.
"We're pleased to announce that we have completed the acquisition of the caller authentication assets of TNS", said Lisa Hook, Neustar's President and Chief Executive Officer. "This acquisition accelerates our ability to launch next generation mobile identity solutions for service providers, businesses, and consumers. These assets enhance our ability to compete across the broad market for caller authentication in mobile, broadband and wireless with offerings that include subscriber data storage and management, caller identification and verification services".
The company reaffirmed its 2015 revenue guidance to range from $1.04 billion to $1.05 billion, representing growth of 8% to 9%. Information Services revenue is expected to range from $535 million to $545 million, representing growth of 9% to 12%. The company increased its 2015 adjusted net income guidance to range from $262 million to $268 million, or a 25% margin. On a per share basis, adjusted net income is expected to range from $4.70 to $4.80, an increase of 9% to 11%.
Paul Lalljie, Neustar's Chief Financial Officer, added, "We are targeting the top end of our 2015 revenue guidance range and we have increased our adjusted net income guidance to include approximately $8 million in discrete tax benefits. We expect the momentum we have seen in the first three quarters of 2015 to continue. In addition, this acquisition increases our 2016 guidance provided on December 9, 2015, by $60 million in revenue and $20 million in adjusted EBITDA".
About Neustar, Inc.
Neustar, Inc. (NSR) is the first real-time provider of cloud-based information services, enabling marketing and IT security professionals to promote and protect their businesses. With a commitment to privacy and neutrality, Neustar operates complex data registries and uses its expertise to deliver actionable, data-driven insights that help clients make high-value business decisions in real time, one customer interaction at a time. More information is available at www.neustar.biz.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements in this press release regarding Neustar, Inc.'s acquisition of caller authentication assets of TNS including, without limitation, expected benefits of the transaction, statements about Neustar, Inc.'s 2015 and 2016 guidance and any other statements regarding the company's expectations and beliefs about its future results of operations, goals or business prospects constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. The company cannot assure you that its expectations will be achieved or that any deviations will not be material. Forward-looking statements are subject to many assumptions, risks and uncertainties that may cause future results to differ materially from those anticipated. Among the important factors that could cause future events or results to vary from those addressed in the forward-looking statements include without limitation, the ability to realize the benefits of the transaction at the expected times or at all; and the ability of the acquired business to retain existing business relationships and key employees; the uncertainty of future revenue, expenses and profitability and potential fluctuations in quarterly results due
to such factors as modifications to, terminations of, or failures to renew (or announcements related to any of the foregoing) the company's material contracts, including its contracts to serve as the Local Number Portability Administrator, disruptions to the company's operations resulting from network disruptions, security breaches or other events, or an inability to obtain high quality data on favorable terms or otherwise; general economic conditions in the regions and industries in which the company operates; the financial covenants in the company's secured credit facility and their impact on the company's financial and business operations; the company's indebtedness and the impact that it may have on the company's financial and operating activities; the company's ability to incur additional debt; the variable interest rates applicable under the company's indebtedness and the effects of changes in those rates; the company's ability to identify and complete acquisitions and integrate and support the operations of the businesses the company acquires; increasing competition; market acceptance of the company's existing services; the company's ability to successfully develop and market new services and the uncertainty of whether new services will achieve market acceptance or result in any revenue; the company's ability to raise additional capital on favorable terms or at all; business, regulatory and statutory changes related to the communications, Internet and Information Services industries; and the impact on the company of any litigation, arbitration, investigation or other similar proceeding. More information about potential factors that could affect the company's business and financial results is included in its filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent periodic reports. All forward-looking statements are based on information available to the company on the date of this press release, and the company undertakes no obligation to update any of the forward-looking statements after the date of this press release.
Reconciliation of Non-GAAP Financial Measures
In this press release and in other statements, Neustar presents certain non-GAAP financial measures. These non-GAAP financial measures have limitations and may not be comparable with similar non-GAAP financial measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Set forth below are reconciliations of the non-GAAP financial measures to their most directly comparable GAAP financial measures. This reconciliation should be carefully evaluated. Prior disclosures of non-GAAP figures may not exclude the same items and as such should not be used for comparison purposes.
Reconciliation of Net Income to Adjusted Net Income and Adjusted EBITDA
The following is a reconciliation of net income to adjusted net income and adjusted EBITDA for the years ending December 31, 2015 and 2016. Management believes that these measures enhance investors' understanding of the company's financial performance and the comparability of the company's results to prior periods, as well as against the performance of other companies.
Year Ending December 31,
2015 (1)
2016 (1)
(in thousands, except per share data)
Revenue
$
1,045,000
$
1,240,000
Net income (2)
$
183,000
$
195,000
Add: Stock-based compensation
38,500
50,000
Add: Amortization of acquired intangible assets
64,500
93,500
Add: Restructuring charges (3)
5,000
-
Add: Acquisition-related costs (4)
13,000
-
Less: Adjustment for provision for income taxes (5)
(39,000
)
(50,500
)
Adjusted net income
$
265,000
$
288,000
Add: Depreciation and amortization
121,000
155,000
Less: Amortization of acquired intangible assets
(64,500
)
(93,500
)
Add: Adjustment for provision for income taxes
39,000
50,500
Add: Interest expense
29,000
60,000
Add: Non-cash other (income) and expense, net (6)
1,000
-
Less: Interest income
-
-
Add: Provision for income taxes
87,000
105,000
Adjusted EBITDA
$
477,500
$
565,000
Adjusted net income margin (7)
25
%
23
%
Adjusted EBITDA margin (8)
46
%
46
%
Adjusted net income per diluted share
$
4.75
$
5.21
Weighted average common shares outstanding - diluted
55,800
55,300
(1)
The amounts expressed in these columns represent the midpoint of the company's guidance. For purposes of the year ending December 31, 2016, the reconciliation reflects the guidance provided on December 9, 2015 as supplemented by the acquisition of the caller authentication assets of TNS.
(2)
Net income for 2015 includes the estimated impact of the MarketShare transaction of approximately $7 million. In addition, any contribution from MarketShare to net income excludes the impact of financing.
(3)
Amounts represent restructuring charges related to the termination or relocation of certain employees and reduction in or closure of leased facilities.
(4)
Amounts represent costs incurred by the company in connection with completed acquisitions.
(5)
Adjustments reflect the estimated impact of income taxes using the effective tax rate for the applicable period.
(6)
Amounts represent (gain)/loss on foreign currency transactions, realized gains on available-for-sale investments and (gain)/loss on asset disposals.
(7)
Adjusted net income margin is a measure of adjusted net income as a percentage of revenue.
(8)
Adjusted EBITDA margin is a measure of adjusted EBITDA as a percentage of revenue.
Contact:
Neustar Investor Relations Contact
Dave Angelicchio, +1 571-434-3443
InvestorRelations@neustar.biz
or
Neustar Media Relations Contact
Donna Estrin, +1 415-470-1204
PR@neustar.biz

text: Neustar

override: organization

text: Neustar, Inc.

text: Transaction Network Services, Inc.

text: Neustar

text: Neustar

text: Neustar, Inc.

text: Neustar, Inc.

text: Neustar

text: Neustar, Inc.

text: Neustar, Inc.

text: Neustar

text: Neustar

text: Neustar


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit 99.1
Blount International Closed Acquisition
of Woods Equipment Company
PORTLAND, OR
- September 7, 2011 - Blount International, Inc. (NYSE: BLT) ("Blount") today announced that it has closed its acquisition of GenWoods HoldCo, LLC ("Woods Holdings") and its wholly owned subsidiary, Woods Equipment Company ("Woods"), a manufacturer and marketer of equipment and replacement parts primarily for the agriculture end market. Blount previously announced the signing of the Merger Agreement for this acquisition on August 17, 2011.
Josh Collins, Blount's Chairman and CEO, stated "We are excited to welcome Woods and TISCO to the Blount family and to work with our new team members to help grow our business in the farm, ranch, and agriculture end markets. The combination with our existing businesses is consistent with our stated strategy and provides significant opportunities for value creation across the enterprise".
For an overview of the acquisition, please visit our website at http://www.blount.com/ to view the presentation titled "Woods Acquisition Overview".
Founded in 1946, Woods is a manufacturer and marketer of equipment and replacement parts for the agriculture, grounds maintenance, and construction markets, primarily in North America, with approximately $160 million in sales for the twelve months ended July 31, 2011. Woods manufactures, markets, and distributes agriculture and construction attachments and related replacement parts in its Attachment business unit, and it markets and distributes one of the largest selections of replacement parts for tractors and implements through its Aftermarket Parts business unit. Woods offers its products under the brand names Woods®, Alitec®, Central Fabricators®, Gannon®, Wain-Roy®, WoodsCare™, and TISCO® through a vast distribution network, including over 11,000 dealers nationwide, original equipment manufacturers, nationwide farm stores, an e-commerce portal, and tractor repair shops.
Blount is a leader in the design, manufacturing, and marketing of replacement parts and equipment for consumers and professionals in select global end markets, including forestry; lawn and garden; farm, ranch, and agriculture; and concrete cutting and finishing, and is the market leader in manufacturing saw chain and guide bars for chain saws. Blount sells its products in more than 100 countries around the world. For more information about Blount, please visit our website at http://www.blount.com/.
4909 SE INTERNATIONAL WAY | PORTLAND, OREGON 97222 | 503.653.8881
###
Forward looking statements in this release, including without limitation the Company's outlook, expectations, beliefs, plans, indications, estimates, anticipations, guidance, and their variants, as defined by the Private Securities Litigation Reform Act of 1995, are based upon available information and upon assumptions that the Company believes are reasonable; however, these forward looking statements involve certain risks and should not be considered indicative of actual results that the Company may achieve in the future. In particular, among other things, guidance given in this release is expressly based upon certain assumptions concerning market conditions, foreign currency exchange rates, raw material costs, the presumed relationship between backlog, and future sales trends, as well as the uncertainty of the current global economic situation. To the extent that these assumptions are not realized going forward, or other unforeseen factors arise, actual results for the periods subsequent to the date of this announcement may differ materially.
4909 SE INTERNATIONAL WAY | PORTLAND, OREGON 97222 | 503.653.8881

text: Woods Equipment Company

text: Blount International, Inc.

text: Blount

text: GenWoods HoldCo, LLC

text: Woods Equipment Company

text: Blount

text: Blount

text: Blount

text: Blount

text: Blount

text: Blount


text:
EX-99.2
3
e604521_ex99-2.htm
PRESS RELEASE ISSUED OCTOBER 30, 2008
Unassociated Document
Contact
at Winthrop Realty Trust
Beverly
Bergman
Investor
or Media Inquiries
Phone:
(617) 570-4614; e-mail: bbergman@firstwinthrop.com
FOR
IMMEDIATE RELEASE
October
29, 2008
WINTHROP
REALTY TRUST ACQUIRES 27% OF ITS OUTSTANDING SERIES B-1 PREFERRED SHARES AT A
DISCOUNT
BOSTON, MA - October
29/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) today announced
that it has acquired 944,000 of its Series B-1 Cumulative Convertible Redeemable
Preferred Shares with a liquidation value of $23,600,000 at price of $17,051,000
which represents a 27.75% discount to its liquidation value. Michael
L. Ashner, the Chairman and Chief Executive Officer of Winthrop stated "given
the current uncertainty in the marketplace, we believe that, as with our
recently announced common share repurchase plan, the acquisition of our
preferred shares at a substantial discount is an accretive deleveraging
investment which provides a very low risk enhancement to net asset
value."
___________________
Winthrop
Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered
in Boston, Massachusetts. Additional information on Winthrop Realty
Trust is available on its Web site at
www.winthropreit.com
.
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of
1995. With the exception of the historical information contained in
this news release, the matters described herein contain "forward-looking"
statements that involve risk and uncertainties that may individually or
collectively impact the matters herein described. These are detailed
from time to time in the "Risk Factors" section of the Company's Annual Report
of Form 10-K/A for the year ended December 31, 2007, as may be updated or
supplemented in the Company's Form 10-Q filings which discuss the factors that
could adversely affect the Company's results. Further information
relating to the Company's financial position, results of operations, and
investor information is also contained in the Company's reports filed with the
SEC, which reports are available for download at our website
www.winthropreit.com
or at the SEC website
www.sec.gov
.

text: Winthrop Realty Trust

text:
WINTHROP
REALTY TRUST

text: Winthrop Realty Trust

text:
Winthrop
Realty Trust

text:
Winthrop Realty
Trust