text:
EX-99.1
2
exhibit99_1.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
May 2, 2016
CONTACTS:
Robin Elliott, CFO
217.365-4500
robin.elliott@busey.com
FIRST BUSEY CORPORATION FINALIZES ACQUISITION OF PULASKI FINANCIAL CORP. AND PULASKI BANK, NATIONAL ASSOCIATION
Champaign, IL
- First Busey Corporation ("Busey") (NASDAQ: BUSE), the holding company for Busey Bank, today announced the completion of its previously announced merger with Pulaski Financial Corp. ("Pulaski"), the holding company for Pulaski Bank, National Association ("Pulaski Bank"). Under the terms of the definitive agreement, at the effective time of the merger, each share of Pulaski common stock issued and outstanding as of the effective time was converted into and constituted the right to receive 0.79 shares of Busey common stock and cash in lieu of fractional shares. The market value of the shares of Busey common stock issuable at the effective time of the merger was approximately $193.1 million based on Busey's closing stock price of $20.44 on April 29, 2016. Busey will operate Pulaski Bank as a separate banking subsidiary of Busey until it is merged with Busey Bank, which is expected to occur in the fourth quarter of 2016, subject to regulatory approval.
First Busey President and Chief Executive Officer Van A. Dukeman said, "Pulaski is a highly respected banking company in the Midwest's 4th largest MSA. We are excited to combine two organizations with similar values and focus on customer service and organic growth. St. Louis' size and density will allow our combined organization greater commercial banking and wealth management growth opportunities. Pulaski has a strong leadership team, which we look forward to working with as we seek to build on Pulaski's 93 years of strong banking history in St. Louis".
Pulaski had total consolidated assets of $1.64 billion, total loans of $1.41 billion and total deposits of $1.25 billion at March 31, 2016.
Gary W. Douglass, Chief Executive Officer of Pulaski Bank, said, "Busey is a true community bank. Its associates are firmly grounded in the values that make our communities great. Busey's size, broad array of commercial and wealth management products, banking expertise and strong capital position-coupled with community ties and flexible and responsive local decision-making authority-offer us the ability to further capitalize on opportunities in St. Louis, while continuing to offer exceptional customer service. Busey will build on our shared dedication to community involvement and service excellence, as well as provide us the opportunity to offer larger commercial credits, spurring even greater economic and community development activity. Pulaski's strong and sizeable mortgage banking division will nicely complement Busey's existing fee based business as well as providing meaningful cross sale opportunities to mortgage customers".
Busey was advised by FIG Partners, LLC and the law firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP. Pulaski was advised by Sandler O'Neill + Partners, L.P. and the law firm of Kilpatrick Townsend & Stockton LLP.
Busey Corporate Profile
Following the merger, First Busey Corporation (Nasdaq: BUSE) is an approximately $5.5 billion financial holding company headquartered in Champaign, Illinois. Busey Bank, First Busey Corporation's wholly-owned bank subsidiary, is also headquartered in Champaign, Illinois and has twenty-eight banking centers serving Illinois, a banking center in Indianapolis, Indiana, and six banking centers serving southwest Florida. Trevett Capital Partners, a wealth management division of Busey Bank, provides asset management, investment and fiduciary services to high net worth clients in southwest Florida.
Busey Bank had total assets of $3.9 billion as of March 31, 2016.
Pulaski Bank, National Association, First Busey Corporation's wholly-owned bank subsidiary acquired in the merger, offers a full line of quality retail and commercial banking products through thirteen full-service branch offices in the St. Louis metropolitan area. The Bank also offers mortgage loan products through loan production offices in the St. Louis, Kansas City, Chicago, and Omaha-Council Bluffs metropolitan areas and other locations across the Midwest.
In addition, First Busey Corporation owns a payment processing subsidiary, FirsTech, Inc., through Busey Bank, which processes over 27 million transactions per year using online bill payment, lockbox processing and walk-in payments at its 3,000 agent locations in 36 states.
Busey Wealth Management, Inc. is a wholly-owned subsidiary of First Busey Corporation. Through Busey Trust Company, Busey Wealth Management provides asset management, investment and fiduciary services to individuals, businesses and foundations. As of March 31, 2016, Busey Wealth Management's assets under care were approximately $5.0 billion.
For more information about us, visit
www.busey.com
and
www.pulaskibank.com
.
Special Note Concerning Forward-Looking Statements
This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Busey. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey's management and on information currently available to management, are generally identifiable by the use of words such as "believe", "expect", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of Busey to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the possibility that any of the anticipated benefits of the proposed transaction between Busey and Pulaski will not be realized or will not be realized within the expected time period; (ii) the risk that integration of operations of Pulaski with those of Busey will be materially delayed or will be more costly or difficult than expected; (iii) the effect of the announcement of the transaction on customer relationships and operating results; (iv) the possibility that the transactions, including the anticipated merging the banks, may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (v) the strength of the local and national economy; (vi) changes in state and federal laws, regulations and governmental policies concerning Busey's general business (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the extensive regulations to be promulgated thereunder, as well as the rules adopted by the federal bank regulatory agencies to implement Basel III); (vii) changes in interest rates and prepayment rates of Busey's assets; (viii) increased competition in the financial services sector and the inability to attract new customers; (ix) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (x) the loss of key executives or employees; (xi) changes in consumer spending; (xii) unexpected results of acquisitions, including the acquisition of Pulaski; (xiii) outcomes of existing or new litigation involving Busey; (xiv) the economic impact of any future terrorist threats or attacks; (xv) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards; and (xvi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Busey and its business, including additional factors that could materially affect Busey's financial results, are included in Busey's filings with the Securities and Exchange Commission.

text: Robin Elliott

text: FIRST BUSEY CORPORATION

text: PULASKI FINANCIAL CORP.

text: PULASKI BANK

text: First Busey Corporation

text: Busey

text: Busey

text: Pulaski Financial Corp.

text: Pulaski Bank

text: Pulaski Bank

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text: Busey

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text: Gary W. Douglass

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text: Busey

text: Busey

text: Busey

text: Busey

text: Busey

text: FIG Partners, LLC

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

text: Kilpatrick Townsend & Stockton LLP

text: Busey

text: First Busey Corporation

text: Busey

text: First Busey Corporation

text: Busey

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text: First Busey Corporation

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dataset: buster

text:
EX-99.1
2
a08-24734_1ex99d1.htm
EX-99.1
Exhibit 99.1
Advent
Completes Acquisition of Tamale Software
Acquisition Enables Company to Extend its Presence into the
Front Office and Establish a Leadership Position in Research Management
SAN FRANCISCO -
October 1, 2008 -
Advent Software, Inc. (NASDAQ: ADVS), a leading
provider of software and services for the investment management industry, today
announced that it has completed its acquisition of Tamale Software, a leading
research management solution (RMS) provider. Under the terms of the agreement, which were
previously announced on September 4, 2008, Advent has acquired all of the
outstanding capital stock of Tamale Software for approximately $28 million and
906,000 shares of Advent's common stock.
"The
completion of this acquisition represents a significant step for Advent in our
strategy to expand our footprint in the front office and establish ourselves as
a leader in the rapidly growing RMS field", said
Advent's Founder and Chief Executive Officer Stephanie DiMarco. "Tamale Software has set the standard in the
research management industry; we welcome their team and proven RMS expertise, and look forward to collectively taking our
business to the next level".
Since
pioneering the RMS space in 2004, Tamale Software has
become a clear leader, with more than 1,700 investment professionals at hedge
funds, endowments, funds of funds, private equity firms and traditional asset
management firms using Tamale RMS
®
, the firm's innovative workflow software
solution, to manage their workflow and research process.
Tamale
RMS
®
, which
going forward will be marketed under the name Advent Tamale RMS
TM
,
creates a centralized
information hub to easily manage and access research information, enhancing
collaboration across the investment team and optimizing the investment
decision-making process. Advent Tamale RMS
TM
complements Advent's other product offerings, and the integrated solution will bridge research
management and portfolio management to increase efficiency and link analysts'
recommendations to investment performance.
"Managing
a pipeline of new ideas through the research and decision making process is one
of the most difficult tasks for an investment team", said Joe Saluti, Director of Research for Highline Capital, a hedge
fund manager with approximately $2 billion in assets under management, and both
a Tamale and Advent client. "Tamale
enables the work sharing, process discipline and accountability that are so
crucial to this effort; it is so embedded in our work process that our team is
trained to understand that if their work is not in Tamale, then it doesn't
exist."
Added
Michael Klarman, Highline's
Chief Financial Officer, "We've also been an Advent client for more than five
years, trusting Advent's industry-leading accounting platforms to deliver the
reliability and the insight we need to manage our growth successfully. I'm
really looking forward to seeing these two industry innovators help us bridge
our front- and back-office workflow even more powerfully".
"We
are very excited about the opportunity to join forces with Advent and leverage
the systems, processes, and teams we've developed to serve our customers and
contribute towards a unique and powerful front-office/back-office integrated
solution", said Tamale's President and CEO, Mark Rice. "The combination of our
products positions us very well to accelerate our strategy of delivering
innovative solutions to help investment professionals enhance and more
effectively manage their investment research process. We look forward to being a part of Advent and
developing these opportunities".
Concluded
DiMarco, "With the Tamale Software acquisition now
complete, Advent is in a stronger position than ever before in our 25-year
history, with increased capacity to reach new customers and the ability to
provide our client base with an enhanced product offering. We look forward to delivering on the promise
of this acquisition and continuing to build value for our clients and
shareholders".
The
Tamale management team and its employees, based primarily in New York, Boston
and the UK, will join Advent, and will continue to develop,
service and sell the Tamale solution.
About Tamale
Tamale
Software, Inc. created the first software solution designed specifically
to help investment professionals manage their investment ideas more effectively
and access all of the firm's research easily.
Tamale is a pioneer in Research Management Solutions (RMS). Tamale RMS
®
is Tamale's easily configurable and customizable solution that
supports the research and investment decision-making workflow. More than 1,700 investment professionals at
hedge funds, traditional asset management firms, pension funds, endowments,
fund of funds and private equity firms rely on Tamale RMS
®
to support their research process. Tamale has offices in New York, Boston, San
Francisco, Los Angeles and London. For
more information on Tamale products visit www.advent.com/tamale.
About Advent
Advent
Software, Inc. (www.advent.com), a global
company, has provided trusted solutions to the world's leading financial
professionals since 1983. Firms in 60
countries use Advent technology and manage investments totaling nearly US $18
trillion. Advent's quality software,
data, services and tools enable financial professionals to improve service and
communication to their clients, allowing them to grow their business while
controlling costs. Advent is the only
financial services software company to be awarded the Service Capability and
Performance certification for being a world-class support organization. For more information on Advent products visit
http://www.advent.com/about/resources/demos/pr.
Forward-looking Statements
This
press release includes "forward looking statements" within the meaning of the
safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Words such as "expect,"
"estimate", "project", "budget", "forecast", "anticipate", "intend", "plan", "may,"
"will", "could", "should", "believes", "predicts", "potential", "continue", and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements
in this press release include, without limitation, statements regarding: the
expected benefits of the acquisition to Advent's leadership and market
position; Advent's scale, resources, expertise and presence; Advent's products
and services; and Advent's customers; and other matters that involve known and
unknown risks, uncertainties and other factors that may cause Advent's actual
results, levels of activity or performance to differ materially from that
expressed or implied by this press release.
Such risk factors include, among others: difficulties encountered in
integrating merged businesses and achieving expected synergies; whether certain
market segments grow as
anticipated
; Advent's ability to retain key employees;
the competitive environment of the software industry and competitive responses
to the merger; and whether the companies can successfully develop new products
and the degree to which these gain market acceptance. Actual results may differ materially from
those contemplated in the forward-looking statements in this press
release. Additional information
concerning these and other risk factors is contained in Advent's most recently
filed quarterly report on Form 10-Q and 2007 annual report on Form 10-K. The Company disclaims any intention or
obligation to publicly update or revise any forward-looking statements, whether
as a result of events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
The
Advent logo and Advent Software are registered trademarks, and Advent Tamale RMS is a mark of Advent Software, Inc. All other company names or marks mentioned
herein are those of their respective owners.
Media Contact:
Jessica Miller
Advent Software, Inc.
(415)
645-1668
jmiller@advent.com
Investor Relations Contact:
Heidi
Flaherty
Advent
Software, Inc.
(415)
645-1145
flaherty@advent.com

label: organization

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text: Tamale Software

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Tamale
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Advent
Software, Inc.

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text: Advent Software, Inc.

text:
Advent
Software, Inc.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
13
v162833_ex99-1.htm
STOCKERYALE
SELLS NORTH AMERICAN OPERATIONS TO COHERENT
Salem,
N.H. - October __, 2009 - StockerYale, Inc. (OTCBB: STKR), a leading designer
and manufacturer of structured light lasers, LED modules and specialty optical
fibers for industrial OEMs, medical and defense markets, today announced that it
sold its North American operations for $15 million cash and the assumption of
certain operating liabilities of the Montreal and Salem
businesses. As part of the transaction, the Company retired its
senior debt, totaling $3.6 million, as well as its line of credit for $3.5
million.
The
Company sold the assets of its Montreal, Canada laser module business and the
specialty optical fiber division in Salem, New Hampshire to Coherent, Inc., one
of the world's leading designers and manufacturer of lasers. The
Company will continue to operate both StockerYale Ireland (SYI), which
manufacturers LED systems based on its proprietary chip-on-board LED technology
and Photonic Products, Ltd. (PPL), which distributes premium laser diodes and
manufactures custom laser modules. SYI and PPL represented
approximately 47% of total Company revenues in 2008.
Mark W. Blodgett, Chairman & CEO of
StockerYale, Inc. stated that "this transaction enables the Company to
significantly reduce debt and focus its resources on growing both our LED
systems and PPL businesses. With increased focus, we are confident
that we can improve both growth and profitability of these two
businesses".
About
StockerYale
StockerYale,
Inc., headquartered in Salem, New Hampshire, is an independent designer and
manufacturer of structured light lasers, LED modules, and specialty optical
fibers for industry leading OEMs. In addition, the company manufactures
fluorescent lighting products and phase masks. The Company serves a wide range
of markets including the machine vision, industrial inspection, defense,
telecommunication, sensors, and medical markets. StockerYale has offices and
subsidiaries in the U.S., Canada, and Europe. For more information about
StockerYale and their innovative products, visit the Company's web site at
www.stockeryale.com
About
Coherent
Founded
in 1966, Coherent, Inc. is a world leader in providing photonics based solutions
to the commercial and scientific research markets and part of the Russell 2000.
For more information about Coherent, visit the Company's Web site at
http://www.coherent.com/
for product and financial updates.
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements other than statements of historical fact, including
without limitation, those with respect to StockerYale's goals, plans and
strategies set forth herein are forward-looking statements. The following
important factors and uncertainties, among others, could cause actual results to
differ materially from those described in these forward-looking statements:
uncertainty that cash balances may not be sufficient to allow StockerYale to
meet all of its business goals; uncertainty that StockerYale's new products will
gain market acceptance; the risk that delays and unanticipated expenses in
developing new products could delay the commercial release of those products and
affect revenue estimates; the risk that one of our competitors could develop and
bring to market a technology that is superior to those products that we are
currently developing; and StockerYale's ability to capitalize on its significant
research and development efforts by successfully marketing those products that
the Company develops. Forward-looking statements represent management's current
expectations and are inherently uncertain. You should also refer to the
discussion under "Factors Affecting Operating Results" in StockerYale's annual
report on Form 10-K and the Company's quarterly reports on Form 10-Q for
additional matters to be considered in this regard. Thus, actual results may
differ materially. All Company, brand, and product names are trademarks or
registered trademarks of their respective holders. StockerYale undertakes no
duty to update any of these forward-looking statements.
###
Investor
Relations Contact:
Mark W.
Blodgett
StockerYale,
Inc.
603-898-8778
IRInfo@stockeryale.com

text: STOCKERYALE

text: StockerYale, Inc.

text: StockerYale

text: Mark W. Blodgett

text: StockerYale, Inc.

text: StockerYale

text:
StockerYale,
Inc.

text: StockerYale

text: StockerYale

text: StockerYale

text: StockerYale

text: StockerYale

text: StockerYale

text: StockerYale

text: StockerYale

text:
Mark W.
Blodgett

text:
StockerYale,
Inc.


text:
EX-99.1
2
w77289exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
NEWS
Contacts:
Analysts/Investors:
Brian J. Radecki - Chief Financial Officer
(301) 664-9132 /
bradecki@costar.com
Media:
Vikki Kayne - Senior Director, Media Relations
(301) 280-3858 /
vkayne@costar.com
CoStar Group Purchases a 2008 Class A LEED Gold-Certified Office Building
CoStar Group To Relocate to Washington, D.C. and
Plans to Capitalize on $6.1 Million in Tax Incentives
BETHESDA, MD - February 5, 2010 - CoStar Group, Inc. (Nasdaq: CSGP) the number one provider of
information, marketing and analytic services to the commercial real estate industry, today
announced the Company has purchased an office building at 1331 L Street, N.W. in Washington, D.C.,
through a wholly owned subsidiary, for $41.25 million where it plans to locate its Headquarters.
As incentive for CoStar to relocate its headquarters to the District, The Council of the District
of Columbia approved $6.1 million in property tax abatements over a 10-year period, provided CoStar
hires 100 District residents, among other things. In addition, CoStar Group may be eligible for
additional incentives such as a five-year elimination of District corporate income tax and certain
sale and use tax exemptions.
"We are excited about a Washington, D.C. location for our new headquarters", stated Andrew
Florance, CoStar Group's CEO. "We are also fortunate to be able to take advantage of what we see
as a historic opportunity to secure an exceptional asset at a greatly reduced price".
Florance also thanked District of Columbia Mayor Adrian Fenty and District officials for their
support. "We appreciate the leadership and support shown by Mayor Fenty and the D.C. Council
members who supported the bill, and for their continued efforts to bring more jobs and
opportunities to District residents".
As the largest research and analytics organization in commercial real estate, CoStar enjoys a
unique perspective on commercial property values, and believes that current market conditions
provide an opportune time to acquire a high quality property at a significant discount. CoStar
acquired the 50% vacant building for $243 per square foot, less than half the current market rate
median of $518 per square foot for Class A office buildings sold in Washington, D.C. since January
1, 2009.
The pristine LEED Gold-Certified office building, which cost $90.6 million to construct, includes
169,429 square feet of rentable space, state of the art amenities and a central location in
Washington D.C., bringing CoStar closer to the Federal Government, one of the fastest growing
industry users of CoStar products.
Such a move also continues CoStar Group's support of environmentally responsible decisions in the
workplace. As the recipient of the 2009 Excellence in ENERGY STAR Promotion award from the
Environmental Protection Agency, CoStar made ENERGY STAR and LEED certification a requirement in
its Headquarters search. Presently, Washington, D.C. is a leader in progressive legislation
regarding energy efficient building operations. In comparison to Northern Virginia, Washington,
D.C. has more than twice the amount of LEED Registered or Certified total square footage and five
times the amount of suburban Maryland.
The acquisition does not affect the Company's fourth quarter of 2009 or full year of 2009 results.
The Company's current Headquarters lease in Bethesda, Maryland expires on October 15, 2010, and the
Company expects to incur a period of overlapping occupancy costs through the end of the current
lease term as it transitions to the new Washington D.C. location. After this period, the Company
expects to save approximately $1.0 million a year in occupancy costs versus leasing space in a
comparable building. The Company will discuss its 2010 outlook in greater detail on its fourth
quarter of 2009 earnings conference call on February 25, 2010 at 11 AM EST.
About CoStar Group, Inc.
CoStar Group, Inc. (Nasdaq:CSGP) is the number one provider of information, marketing and
analytic services to commercial real estate professionals in the United States as well as the
United Kingdom. CoStar's suite of services offers customers access via the Internet to the most
comprehensive database of commercial real estate information throughout the U.S. as well as in the
United Kingdom and France. Headquartered in Bethesda, MD, CoStar has approximately 1,400 people
working for the company worldwide, including the largest professional research organization in the
industry. For more information, visit
http://www.costar.com
.
This news release includes "forward-looking statements" including, without limitation,
statements regarding CoStar's expectations, beliefs, intentions or strategies regarding the future.
These statements are subject to many risks and uncertainties that could cause actual results to
differ materially from these statements. More information about potential factors that could cause
actual results to differ materially from those discussed in the forward-looking statements include,
but are not limited to, those stated in CoStar's filings from time to time with the Securities and
Exchange Commission, including CoStar's Form 10-K for the year ended December 31, 2008, and Form
10-Q for the quarter ended September 30, 2009, under the heading "Risk Factors." In addition to
these statements, there can be no assurance that CoStar will realize all or any portion of the $6.1
million in property tax abatements offered over 10 years; that CoStar will hire 100 D.C. residents;
that CoStar will become eligible for additional incentives, such as a five year elimination of
District corporate income tax or sale or use tax exemptions; or that a move to Washington, D.C.
would have any effect on CoStar's sales to the Federal Government. All forward-looking statements
are based on information available to CoStar on the date hereof, and CoStar assumes no obligation
to update such statements.

text: CoStar Group

text: CoStar Group

text: CoStar Group, Inc.

text: CoStar Group

text: CoStar Group

text: CoStar Group

text: CoStar Group, Inc.

text: CoStar Group, Inc.


text:
EX-99.2
8
ex99-2.htm
Exhibit
99.2
Hubilu
Venture Corporation Real Estate Acquisition Division Acquires Student Housing Property in Los Angeles
BEVERLY
HILLS, CA-(Globe Newswire -January 3, 2020) - Hubilu Venture Corporation (the "Company") (OTC PINK: HBUV),
a publicly traded real estate consulting, asset management and business acquisition company, which specializes in acquiring student
housing income properties and development/business opportunities located near USC and Metro stations within the Los Angeles area,
announces that through its wholly owned subsidiary, Elata Investments, LLC, ("Elata") it has closed on the purchase
of a student housing property at 1618 W. 38
th
Street in Los Angeles. Management feels that this property fits perfectly
into the Company's key markets, in path of growth, less than a mile to USC campus and within blocks from the Western/Exposition
LA Metro subway station. In addition, this property is located a short walk from Exposition Park, home to the LA Memorial Coliseum
and Banc of California Stadium, the Natural History Museum, California Science Center, and the new George Lucas Star Wars Museum.
This property is less than 5 minute drive to LA Live, Staples Center and LA Convention Center and a short metro ride to DTLA,
which is now USC student's new hub for entertainment, night life and shopping.
CEO,
David Behrend commented on Hubilu's recent acquisition, "Our fourth quarter ended on a strong note. We acquired new
properties, changed auditors, financials are current and we located lenders to finance our purchases and refinances. We are embarking
on a gateway of acquisitions in 2020, and believe that as HBUV continues to aggressively expand its portfolio with "value
add" student housing, it will bring more positive cash flow and further increase our net assets, which we feel confident
that our investors will be pleased with the company's steady growth and our strategic business strategy".
About
Hubilu Venture Corporation: Based in Beverly Hills, California, Hubilu Venture Corporation, a real estate consulting, asset management
and acquisition corporation, is executing on its business plan, which besides consulting to real estate companies, is seeking
to acquire student housing real estate and business opportunities in the niche markets of the USC campus area and the expanding
urban transportation Metro stations facilitated by the development of the Los Angeles Metro/subway system. Hubilu, inspired by
Strategic Growth Through Smart Ventures
, which focuses on acquiring high path of growth real estate and business opportunities
that it believes are recession proof and have limited downside risk, while offering upside potential in equity appreciation and
cash flow.
Forward-Looking
Statements: This press release contains forward-looking statements within the meaning of Federal securities laws, concerning the
future performance of our business, its operations and its financial performance and condition and potential selected offerings
presented without the context of accompanying financial results. The comments of Mr. Behrend, statements regarding the acquisition
of property and the characteristics of its wholly owned property are examples of forward-looking statements. A number of factors
could cause Hubilu Venture Corporation's actual results, performance or achievement to differ materially from those anticipated.
Among those risks, trends and uncertainties are the general economic climate; the supply of and demand for real properties; interest
rate levels, the availability of financing; and other risks associated with the acquisition and ownership of properties, including
risks that the tenants will not pay rent, or the costs may be greater than anticipated. This executed purchase contract is subject
to various closing conditions, including but not limited to due diligence and satisfaction of audited results. These forward-looking
statements include, among others, statements with respect to objectives and strategies to achieve those objectives, as well as
statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions. These forward-looking statements
are based on our current expectations. We are under no obligation to (and expressly disclaim any such obligation to) update or
alter our forward-looking statements, whether as a result of new information, future events or otherwise. For further information
on factors that could impact Hubilu Venture Corporation, reference is made to filings with the Securities and Exchange Commission.
Contact:
Tracy
Black, Vice President- Investor Relations
310.420.9599
tracy@hubilu.com
www.hubilu.com
David
Behrend, CEO
310-308-7887
david@hubilu.com
TW:
@hubiluventure
IG:
hubiluventure

text:
Hubilu
Venture Corporation

override: organization

text: Hubilu Venture Corporation

text: Elata Investments, LLC

text: David Behrend

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text: Hubilu Venture Corporation

text:
Tracy
Black

text:
David
Behrend


text:
EX-99.2
5
v163442_ex99-2.htm
Unassociated Document
For
Immediate Release
TRIPLECROWN
ACQUISITION CORP. AND CULLEN AGRICULTURAL HOLDING CORP.
ANNOUNCE
BUSINESS COMBINATION HAS BEEN CONSUMMATED
JACKSON,
WYOMING, October 22, 2009 - Triplecrown Acquisition Corp. ("Triplecrown") (NYSE
AMEX: TCW, TCW.U, TCW.WS) and Cullen Agricultural Holding Corp. ("CAH") today
announced the completion of the business combination with Cullen Agricultural
Technologies Inc. ("Cullen Agritech"). The transaction was approved by the
stockholders of Triplecrown at its special meeting on October 21,
2009.
In
addition to approving the business combination, the Triplecrown warrantholders
also approved amendments to its warrants to (a) increase the exercise price of
the warrants from $7.50 per share to $12.00 per share, (b) extend the expiration
date of the warrants from October 21, 2012 to October 21, 2013 and (c) increase
the price at which the stock must trade for the warrants to be called for
redemption from $13.75 per share to $17.00 per share.
Upon
completion of the transactions, Cullen Inc. Holdings Ltd., the prior holder of
common stock of Cullen Agritech which is beneficially owned and controlled by
Eric Watson, was issued 15,881,148 shares of CAH common stock for his interest
in Cullen Agritech. Of this amount, 1,588,114 shares were deposited in escrow to
secure the indemnification obligations owed to Triplecrown under the merger
agreement. Additionally, two consultants to Triplecrown were issued
an aggregate of 450,000 shares of common stock of CAH.
In
connection with the transactions, Triplecrown entered into "forward contracts"
to purchase approximately 39.4 million of the shares of its common stock sold in
its initial public offering in privately negotiated transactions from
stockholders who would otherwise have voted against the business combination for
an aggregate purchase price of approximately $385 million. The
closing of such purchases was effected on the closing of the business
combination out of the funds that were held in Triplecrown's trust account and
were released as a result of the business combination.
After
payment of converting stockholders and forward contracts (including fees),
approximately $3.7 million will be disbursed to CAH. After
payment of transaction related expenses (excluding deferred underwriting
commissions), it is expected that there will be approximately $3.0 million
available for Cullen Agritech's working capital requirements.
After
giving effect to the transactions and the issuances to Triplecrown's two
consultants, there are currently outstanding 19,247,311 shares of CAH common
stock (of which 15,881,148 shares are beneficially owned by Mr. Watson) and
74,000,000 warrants, each to purchase one share of CAH common stock (of which
9,130,000 are beneficially owned by Mr. Watson).
Triplecrown's
common stock, units and warrants will cease trading and CAH's common stock and
warrants will begin trading on the Over The Counter Bulletin Board shortly after
the closing. New symbols will be announced once known. The units will
not trade following consummation of the business combination. Holders
of securities of Triplecrown that remain holders of securities of CAH do not
need to exchange their existing certificates for certificates issued by
CAH. Current Triplecrown certificates will automatically represent
rights in CAH's securities.
About
Cullen Agricultural Technologies Inc.
Cullen
Agritech is a newly formed company committed to the development and
commercialization of advanced agricultural technologies. Cullen Agritech's
principal focus will be to improve agricultural yields through pasture and
animal sciences.
Natural
Dairy Inc. ("Natural Dairy"), a wholly owned subsidiary of Cullen Agritech, will
rollout Cullen Agritech's multi-farm dairy operation in the Southeastern United
States utilizing the Cullen Agritech farming system. Natural Dairy will be
acquiring and converting farmland for the development of pasture based dairy
farming operations to produce fresh liquid milk for the Eastern Seaboard. The
Eastern Seaboard represents one of the largest fresh liquid milk markets in the
world but is currently undersupplied of liquid milk due to a lack of regionally
based milk producers. By utilizing an efficient, pasture-based farming system,
Natural Dairy will help bridge this supply gap by producing milk in the
Southeastern States at a substantially lower cost than could be achieved through
the traditional dairy farming model.
Forward
Looking Statements
This
press release includes forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties. Forward looking statements are
statements that are not historical facts. Such forward-looking
statements, based upon the current beliefs and expectations of CAH's management,
are subject to risks and uncertainties, which could cause actual results to
differ from the forward looking statements.
Contacts:
Media:
Cullen
Agricultural Technologies Inc. Contact:
Miles
Leahy
Paul
Vassilakos
Petrina
Advisors
212-521-4396

text:
TRIPLECROWN
ACQUISITION CORP.

text: CULLEN AGRICULTURAL HOLDING CORP.

text: Triplecrown Acquisition Corp.

text: Cullen Agricultural Holding Corp.

text:
Cullen Agricultural
Technologies Inc.

text: Cullen Agricultural Technologies Inc.

text:
Cullen
Agricultural Technologies Inc.


text:
EX-99.1
5
ex99x1.htm
EXHIBIT 99.1
Exhibit 99.1
OpGen
and Curetis Successfully Close their Business Combination Transaction
Following
strong support from shareholders, OpGen and Curetis consummated their business combination transaction
Curetis
business now wholly owned by OpGen Inc. as parent company
New
leadership team and board of directors announced
GAITHERSBURG,
Md. April 1, 2020 -- OpGen, Inc. (Nasdaq: OPGN, "OpGen"), a precision medicine company harnessing the power of molecular
diagnostics and informatics to help combat infectious disease, announced today that the business combination between Curetis and
OpGen has successfully closed on April 1, 2020. At the closing, William E. Rhodes III, the former chairman of the Supervisory
Board of Curetis N.V., was appointed chairman of the board of OpGen, and Oliver Schacht, PhD, the former Chief Executive Officer
of Curetis N.V., was appointed the President and Chief Executive Officer of OpGen and to the board of directors.
Mr.
Rhodes commented, "I would like to thank the management teams of both our companies for their perseverance and effectiveness
in finding solutions to address the issues that arise in complex business combinations. It has always been important to bring
rapid molecular diagnostics to the fight against infectious diseases, and with the global coronavirus pandemic, now it is more
critical than ever. The combined company will have a broad portfolio of complementary platforms, highly relevant products designed
to help discover and fight life threatening infectious diseases and strong global commercial channels. I am delighted to be chairing
this distinguished board of directors and anticipate tremendous, value-creating opportunities for the combined company".
Mr.
Schacht said, "I am grateful to both our companies' boards and shareholders for their unwavering support throughout
the past many months of strategic interactions and discussions between our companies. This transaction would not have been possible
without the tremendous commitment of our executive teams and advisors. I would like to especially thank Evan Jones for his leadership
and support over the past many months. With Bill Rhodes as our past and future chairman and with Evan on the board of directors
we will have great continuity".
In
addition to Mr. Rhodes and Mr. Schacht, Mario Crovetto and Prabhavathi Fernandes, former directors of Curetis, were appointed
to the OpGen board of directors, such that following the closing the reconstituted board of directors consists of Mr. Rhodes,
Mr. Schacht, Mr. Jones. Mr. Crovetto, Ms. Fernandes, and Don Elsey.
Strengthened
Senior Management team
The
executive officers of OpGen in addition to Chief Executive Officer Oliver Schacht will be Tim Dec, who will continue to serve
as Chief Financial Officer and manage the finance and G&A teams globally, and Johannes Bacher, one of Curetis' founders
as Chief Operating Officer who will be running global R&D and operations. The Curetis USA Inc. team will be joining OpGen
Inc. as employees. The US commercial team includes Chief Commercial Officer for the Americas, Chris Emery, and Chief Marketing
and Scientific Affairs Officer, Faranak Atrzadeh. Andreas Posch, CEO of Ares Genetics GmbH in Vienna, Austria, will also serve
on the expanded executive team bringing AI-powered and NGS-based capabilities into the combined business.
Evan
Jones, the former Chairman & CEO of OpGen added, "I am excited to announce today's closing of the business combination
with Curetis. I would like thank all our shareholders for the overwhelming support throughout this process and the teams on both
sides for having diligently worked with a singular focus on getting the deal done. We anticipate this business combination will
maximize value for our shareholders through providing a robust product portfolio with proprietary assets for developing and commercializing
innovative, data-driven solutions in infectious disease diagnostics. I look forward to serving as a member of the newly constituted
board of directors of OpGen as a non-executive director, and I will provide any support needed by Oliver and his new leadership
team throughout the transition and integration phase as needed".
OpGen
and Curetis had entered into a definitive agreement to combine their businesses on September 4, 2019. H.C. Wainwright &
Co. acted as strategic advisor to Curetis while Crosstree acted as advisor to OpGen. Ballard Spahr LLP served as legal counsel
to OpGen and Linklaters LLP as legal counsel to Curetis.
About
OpGen
OpGen,
Inc. is a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease.
We are developing molecular information products and services for global healthcare settings, helping to guide clinicians with
more rapid and actionable information about life threatening infections, improve patient outcomes, and decrease the spread of
infections caused by multidrug-resistant microorganisms, or MDROs.
Our
molecular diagnostics and informatics products, product candidates and services combine our Acuitas molecular diagnostics and
Acuitas Lighthouse informatics platform for use with our proprietary, curated MDRO knowledgebase. We are working to deliver our
products and services, some in development, to a global network of customers and partners. The Acuitas AMR Gene Panel (RUO) is
intended for Research Use Only and is not for use in diagnostic procedures. The Acuitas Lighthouse Software is not distributed
commercially for antibiotic resistance prediction and is not for use in diagnostic procedures. For more information, please visit.
For more information, please visit www.opgen.com.
Forward-Looking
Statements
This
press release includes statements relating to the completion of the acquisition of Curetis GmbH. These statements and other statements
regarding OpGen's future plans and goals constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the
safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially
from expectations. Factors that could cause our results to differ materially from those described include, but are not limited
to, the fact that we have broad discretion as to the use of proceeds from OpGen's at-the-market offering that commenced
in February 2020 and recent warrant exercises and that we may not use the proceeds effectively; OpGen's ability to successfully
integrate the businesses of OpGen and Curetis, comply with the complexities of a global business, achieve the expected synergies,
and implement the combined company's strategic and business goals, the impact of the COVID-19 pandemic on our business and
operations, risks and uncertainties associated with market conditions, OpGen's ability to successfully, timely and cost-effectively
seek and obtain regulatory clearance for and commercialize our products and services offerings, including the Curetis and Ares
Genetics products and offerings, the rate of adoption of our combined business' products and services by hospitals and other
healthcare providers, the success of our combined commercialization efforts, the effect on our business of existing and new regulatory
requirements, and other economic and competitive factors. For a discussion of the most significant risks and uncertainties associated
with OpGen's business, please review our filings with the Securities and Exchange Commission (SEC). You are cautioned not to place
undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and
speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
Additional
Information and Where to Find It
In
connection with the transactions contemplated by the Implementation Agreement (the definitive agreement related to the proposed
business combination between the Company and Curetis GmbH), a Registration Statement on Form S-4 (File No. 333-234657) has been
filed with and declared effective by the Securities and Exchange Commission (the "SEC"). Investors and security holders
are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement
that forms a part of the registration statement. Such documents contain important information about the proposed transaction.
The definitive proxy statement was first mailed to stockholders of the Company on or about January 27, 2020. This communication
is not a substitute for the registration statement, the proxy statement or any other document that OpGen may send to its stockholders
in connection with the proposed transaction. Investors and security holders will be able to obtain the documents free of charge
at the SEC's website, www.sec.gov, or from the Company at its website, www.opgen.com.
OpGen
Contact:
Michael Farmer
Vice President, Marketing
(240) 813-1284
mfarmer@opgen.com
Press
Contact:
Matthew Bretzius
FischTank Marketing and PR
matt@fischtankpr.com
Investor
Contact:
Joe Green
Edison Group
jgreen@edisongroup.com

text: OpGen

text: Curetis

text: OpGen

text: Curetis

text: Curetis

text: OpGen Inc.

text: OpGen

text: OpGen

text: Curetis

text: OpGen

text: Curetis

text: OpGen

text: Curetis

text: OpGen

text: Curetis

text: OpGen

text: OpGen

text: Curetis

text: Curetis

text:
OpGen
Inc.

text: Andreas Posch

text: OpGen

text: Curetis

text: OpGen

text: OpGen

text: Curetis

text:
Wainwright &
Co.

text: Curetis

text: Crosstree

text: OpGen

text: Ballard Spahr LLP

text: OpGen

text: Linklaters LLP

text: Curetis

text: OpGen

text: OpGen

text: Curetis GmbH

text: OpGen

text: OpGen

text: OpGen

text: OpGen

text: Curetis

text: OpGen

text: Curetis

text: OpGen

text: Curetis GmbH

text: OpGen

text: OpGen

text: Michael Farmer


text:
EX-99.1
2
pressrelease060314.htm
PRESS RELEASE 06-03-14
pressrelease060314.htm
PROVIDENT FINANCIAL SERVICES, INC. ANNOUNCES MERGER CONSIDERATION ELECTION, ALLOCATION
AND PRORATION RESULTS FOR THE TEAM CAPITAL BANK ACQUISITION
ISELIN, NJ, June 3, 2014 / Globe Newswire-- Provident Financial Services, Inc. (NYSE: PFS) ("Provident") today announced the results of elections made by stockholders of Team Capital Bank ("Team Capital") as to the form of merger consideration to be received in the May 30, 2014 merger of Team Capital with and into The Provident Bank, the banking subsidiary of Provident.
Under the terms of the Agreement and Plan of Merger dated December 19, 2013, 75% of Team Capital common shares were to be converted into Provident common stock and the remaining 25% were to be converted into cash. Team Capital's stockholders were given the option to receive either 0.8575 shares of Provident common stock, $16.25 in cash, or a combination of Provident common stock and cash for each Team Capital common share owned, subject to proration to ensure that in the aggregate 75% of Team Capital shares would be converted into Provident common stock.
In accordance with the terms of the Agreement and Plan of Merger, and based upon the election results and allocation procedures:
·
Team Capital stockholders who made a stock election for all or a portion of their shares of Team Capital common stock will receive 0.8575 shares of Provident common stock for each of their stock election shares.
·
Since the cash merger consideration was oversubscribed, Team Capital stockholders who made a cash election for all or a portion of their shares of Team Capital common stock will receive approximately $9.5323 in cash and 0.3543 shares of Provident common stock for each of their shares of Team Capital common stock.
·
Team Capital stockholders who did not make a valid election prior to 5:00 p.m. on May 23, 2014 will receive 0.8575 shares of Provident common stock for each of their shares of Team Capital common stock.
No fractional shares of Provident common stock shall be issued. In lieu of such fractional shares, Provident will pay to each former holder of Team Capital common stock an amount in cash without interest, equal to $16.81.
Please call Registrar and Transfer Company at 1-800-368-5948, beginning on June 3, 2014, for information regarding individual allocation results.
About Provident
Provident Financial Services, Inc. is the holding company for The Provident Bank. Originally established in 1839, The Provident Bank is a New Jersey-chartered capital stock savings bank headquartered in Jersey City, New Jersey. The Bank now operates 87 full-service branches in Hudson, Bergen, Essex, Hunterdon, Mercer, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Union and Warren counties in New Jersey, as well as in Bucks, Lehigh and Northampton counties in Pennsylvania, after giving effect to the Team Capital merger.
This news release contains certain forward-looking statements about the merger of Team Capital with and into The Provident Bank. Forward-looking statements can be identified by the fact that they include words like "believe", "expect", "anticipate", "estimate", and "intend" or future or conditional verbs such as "will", "would", "should", "could", or "may". Certain factors that could cause actual results to differ materially from expected results include legislative and regulatory changes and other factors disclosed by Provident in its periodic filings with the SEC. Provident has no obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
CONTACT:
Leonard G. Gleason, SVP - Investor Relations
(732-590-9300) len.gleason@providentnj.com

text: PROVIDENT

text: TEAM CAPITAL

text: Provident

text: Provident

text: Team Capital

text: Team Capital

text: Team Capital

text: Provident

text: Provident

text: Team Capital

text: Provident

text: Team Capital

text: Provident

text: Provident

text: Team Capital

text: Team Capital

text: Provident

text: Team Capital

text: Team Capital

text: Provident

text: Team Capital

text: Team Capital

text: Provident

text: Team Capital

text: Team Capital

text: Provident

text: Team Capital

text: Provident

text: Provident

text: Team Capital

text: Provident

text: Provident

text: Provident

text: Provident

text: Team Capital

text: Team Capital

text: Provident

text: Provident

text: Provident


text:
EX-99.1
2
a8-k08092018ex991.htm
EXHIBIT 99.1
Exhibit
Enphase Energy Completes Acquisition of SunPower's Microinverter Business
Acquisition Brings Together Category Leaders in Residential Installations and Microinverters
PETALUMA, Calif. and SAN JOSE, Calif., Aug. 9, 2018- Enphase Energy, Inc. (NASDAQ:ENPH), and SunPower Corp. (NASDAQ:SPWR), today announced that Enphase has completed the previously announced acquisition of SunPower's microinverter business for a total of $25 million in cash and 7.5 million shares of Enphase common stock. Key anticipated benefits and highlights of the acquisition include:
.
Advances AC Modules (ACM) as the future of residential solar
.
Enhances SunPower's Equinox™ Home Solar System with a custom line of Enphase's IQ microinverters for use with SunPower AC Modules
.
Adds over 140 patents to enhance Enphase's strong IP portfolio
.
$15 million of cash purchase price funded from Enphase's balance sheet at closing and $10 million of cash purchase price to be funded by 12/28/2018
"We are excited to close the acquisition of SunPower's microinverter business ahead of plan", said Badri Kothandaraman, president and CEO of Enphase Energy. "We now expect volume shipments of IQ 7XS microinverters in the fourth quarter of 2018 and an acceleration of the ramp throughout 2019. The business is on track to achieve its full revenue and gross margin potential. ACM is a significant component of our profitable top line growth strategy. We look forward to being a strong innovation partner for SunPower".
IQ 7 is Enphase's seventh-generation microinverter platform leading the industry with its software-defined architecture, broad regulatory compliance and advanced "Smart Grid" features. The IQ 7XS microinverter offers 97.5% CEC efficiency and was designed specifically for SunPower's X Series 96-cell PV modules with peak AC output power of 320W and a Maximum Power Point (MPP) tracking range of 53-64V.
"We're pleased to close on our strategic partnership with Enphase, which brings together leaders in residential installations and residential microinverters", said SunPower Chairman and CEO Tom Werner. "We believe that AC modules are the future and this is an important step to accelerating global adoption, while helping to streamline and focus SunPower's business priorities".
About Enphase Energy, Inc.
Enphase Energy, a global energy technology company, delivers smart, easy-to-use solutions that connect solar generation, storage and management on one intelligent platform. The Company revolutionized solar with its microinverter technology and produces the world's only truly integrated solar plus storage solution. Enphase has shipped over 17 million microinverters, and more than 790,000 Enphase systems have been deployed in over 120 countries. For more information, visit www.enphase.com and follow the company on Facebook, LinkedIn and Twitter.
© 2018 Enphase Energy Inc. All Rights Reserved. Enphase Energy®, the Enphase logo and other trademarks or service names are the trademarks of Enphase Energy, Inc. SUNPOWER, the SUNPOWER logo and EQUINOX are trademarks or registered trademarks of SunPower Corporation in the U.S. and other countries as well.
About SunPower Corporation
As one of the world's most innovative and sustainable energy companies, SunPower (NASDAQ:SPWR) provides a diverse group of customers with complete solar solutions and services. Residential customers, businesses, governments, schools and utilities around the globe rely on SunPower's more than 30 years of proven experience. From the first flip of the switch, SunPower delivers maximum value and superb performance throughout the long life of every solar system. Headquartered in Silicon Valley, SunPower has dedicated, customer-focused employees in Africa, Asia, Australia, Europe, and North and South America. For more information about how SunPower is changing the way our world is powered, visit www.sunpower.com.
Forward-Looking Statements
For Enphase Investors
The statements contained in this press release that are not historical facts (such as statements in the future tense and statements including "advance", "anticipate", "believe", "enhance", "expect" and similar terms and concepts) and statements relating to the expected results or benefits of the SunPower transaction are forward-looking statements. Such forward looking statements include statements that Enphase expects volume shipments of IQ 7XS microinverters in the fourth quarter of 2018 and an acceleration of the ramp throughout 2019, and that the business is on track to achieve its full revenue and gross margin potential. These forward-looking statements are based on Enphase's current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements because of such risks and uncertainties, including the risks and uncertainties described in more detail in Enphase's most recent Quarterly Report on Form 10-Q and other documents on file with the SEC and available on the SEC's website at www.sec.gov. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.
Forward-Looking Statements
For SunPower Investors
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding market trends and expected benefits of the relationship with Enphase. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: competition and market conditions in the solar and general energy industry and difficulties that may arise in managing our strategic relationship. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at investors.sunpower.com. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.
Enphase Contacts:
Investors
Christina Carrabino
Investor Relations
ir@enphaseenergy.com
+1-707-763-4784 x7294
Media
Christian Zdebel
pr@enphaseenergy.com
+1-484-788-2384
SunPower Contacts:
Investors
Bob Okunski
Bob.Okunski@sunpower.com
408-240-5447
Media
Natalie Wymer
Natalie.Wymer@sunpower.com
408-457-2348

text: Enphase Energy

text: SunPower

text: Enphase Energy, Inc.

text: SunPower Corp.

text: Enphase

text: SunPower

text: Enphase

text: SunPower

text: Enphase

text: SunPower

text: Enphase

text: Enphase

text: SunPower

text: Badri Kothandaraman

text: Enphase Energy

text: SunPower

text: Enphase

text: SunPower

text: Enphase

text: SunPower

text: SunPower

text: Enphase Energy, Inc.

text: Enphase Energy

text: Enphase

text: Enphase

text: Enphase Energy

text: Enphase

text: Enphase Energy, Inc.

text: SUNPOWER

text: SUNPOWER

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: Enphase

text: SunPower

text: Enphase

text: Enphase

text: Enphase

text: Enphase Energy

text: SunPower

text: Enphase

text: Enphase

text: SunPower


text:
EX-99.1
2
a50192857ex99-1.htm
EXHIBIT 99.1
a50192857ex99-1.htm
Exhibit 99.1
At the Company:
Akorn, Inc.
Tim Dick, Chief Financial Officer
(847) 279-6150
FOR IMMEDIATE RELEASE
Akorn Completes the Acquisition of Certain Assets of Kilitch Drugs in India
LAKE FOREST, IL- February 28, 2012 -- Akorn, Inc. (NASDAQ: AKRX), a niche generic pharmaceutical company (the "Company"), announced today that its wholly owned subsidiary, Akorn India Private Limited ("AIPL"), has completed and closed the previously announced acquisition of certain assets of Kilitch Drugs India Limited ("KDIL"), a leading contract manufacturer of sterile injectables in India, as well as certain assets of NBZ Pharma Limited.
Raj Rai, Chief Executive Officer commented, "We look forward in establishing our global presence with this acquisition as well as expanding our capabilities in becoming a world class sterile injectables manufacturer. We also look forward in working closely with the Promoters of KDIL to provide a smooth transition in the coming months".
About Akorn, Inc.
Akorn, Inc. is a niche pharmaceutical company engaged in the development, manufacture and marketing of multisource and branded pharmaceuticals. Akorn has manufacturing facilities located in Decatur, Illinois and Somerset, New Jersey where the Company manufactures ophthalmic and injectable pharmaceuticals. Additional information is available on the Company's website at
www.akorn.com
.
About Kilitch Drugs India Limited
Kilitch Drugs (India) Limited [BSE: 524500; NSE: KILITCH] is a listed Indian pharmaceutical company engaged in manufacturing and marketing of generic pharmaceutical formulations in multiple dosage forms, including injectables (liquid and dry), solids, liquids and parenterals. The company has two formulation manufacturing facilities, located in Navi Mumbai and Paonta Sahib, and it has forayed into marketing and distribution of ophthalmology range of products in India and certain overseas markets. Additional information is available on Kilitch's website at
www.kilitch.in
.
Forward Looking Statement
Certain statements in this press release that are not strictly historical may be "forward-looking" statements, which are intended to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements relate to future events or future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that could materially affect our actual results, levels of activity, performance or achievements include, but are not limited to, the following items: (i) Our ability to generate cash from operations sufficient to meet our working capital requirements; (ii) Our ability to sustain positive relationships with our major customers; (iii) The effects of federal, state and other governmental regulation on our business; (iv) Our success in developing, manufacturing, acquiring and marketing new products; (v) The success of our strategic partnerships for the development and marketing of new products; (vi) Our ability to comply with all of the requirements of the U.S. Food and Drug Administration ("FDA"), including current Good Manufacturing Practices regulations; (vii) Our ability to bring new products to market and the effects of sales of such products on our financial results; (viii) The effects of competition from generic pharmaceuticals and from other pharmaceutical companies; (ix) Our ability to effectively integrate acquired businesses; (x) Our ability to raise funds to pay interest on our outstanding convertible senior notes or repurchase the notes upon a fundamental change; (xi) Our ability to obtain additional funding or financing to operate and grow our business; (xii) Availability of raw materials needed to produce our products. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the "Risk Factors" section included within the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC and the risks discussed in the Company's other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required by law, the Company undertakes no obligation to address or publicly update or revise these forward-looking statements to reflect new information, events or circumstances. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with the Company's periodic SEC filings.

text: Akorn, Inc.

text: Tim Dick

text: Akorn

text: Akorn, Inc.

text: Akorn India Private Limited

text: Kilitch Drugs India Limited

text: Raj Rai

text: Akorn, Inc.

text: Akorn, Inc.

text: Akorn

text: Kilitch Drugs India Limited


text:
EX-99.1
12
ex99-1.htm
Exhibit 99.1
RCI
Announces Closing on the Acquisition of 11 Adult Clubs in Six States
HOUSTON,
October 19, 2021 - RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced closing yesterday on the acquisition of 11 adult nightclubs
in six states, the clubs' intellectual property, and six related real estate properties. The company previously announced definitive
agreements for the acquisition on July 26. Financial terms remained the same.
Eric
Langan, President and CEO of RCI Hospitality Holdings, Inc., said, "We're excited about this acquisition and the new team
members who are joining us. The new clubs increase our current unit count by 23%, to 58 locations. They expand our footprint with five
in Denver, CO; two near St. Louis, MO; and one each in Indianapolis, IN, Louisville, KY, Raleigh, NC, and Portland, ME. They generated
approximately $40 million in revenue and $14 million in adjusted EBITDA in the year ended December 31, 2019. We expect them to be accretive
to earnings and cash flow in year one and hope to improve upon their run rate".
Approximately
$3 million in maintenance capital expenditures is expected to be spent on the newly acquired locations in the current fiscal 2022 to
significantly revitalize the clubs and improve the customer experience. Company-wide, RCI FY22 maintenance capex is expected to total
about $7 million.
Clubs
Acquired
Club
Name
Location
URL
Mile
High Men
'
s Club
Denver,
CO*
https://milehighmensclub.com/
PT
'
s
Showclub Centerfold
Denver,
CO*
https://ptscenterfold.com/
The
Diamond Cabaret Denver
Denver,
CO
https://thediamondcabaret.com/
PT
'
s
Showclub Denver
Denver,
CO*
https://ptsshowclubdenver.com/
La
Boheme Gentlemen
'
s Cabaret
Denver,
CO
https://labohemegc.com/
PT
'
s
Showclub Indianapolis
Indianapolis,
IN*
https://ptsshowclubindy.com/
PT
'
s
Showclub Louisville
Louisville,
KY*
https://ptsshowclublouisville.com/
PT
'
s
Showclub Portland
Portland,
ME*
https://ptsshowclubportland.com/
The
Men
'
s Club of Raleigh
Raleigh,
NC
https://mensclubraleigh.com/
The
Diamond Cabaret St Louis
Sauget,
IL
https://diamondcabaretstlouis.com/
Country
Rock Cabaret
Sauget,
IL
https://countryrockcabaret.com/
*
Real estate being acquired.
About
RCI Hospitality Holdings, Inc. (Nasdaq: RICK)
With
more than 50 units, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country's leading company in gentlemen's
clubs and sports bars/restaurants. Clubs in New York City, Chicago, Dallas/Ft. Worth, Houston, Miami, Minneapolis, Denver, St. Louis,
Charlotte, Pittsburgh, Raleigh, Louisville, and other markets operate under brand names such as Rick's Cabaret, XTC, Club Onyx,
Vivid Cabaret, Jaguars Club, Tootsie's Cabaret, and Scarlett's Cabaret. Sports bars/restaurants operate under the brand name
Bombshells Restaurant & Bar. Please visit
http://www.rcihospitality.com/
1
Forward-Looking
Statements
This
press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the company's
actual results to differ materially from those indicated in this press release, including, but not limited to, the risks and uncertainties
associated with (i) operating and managing an adult business, (ii) the business climates in cities where it operates, (iii) the success
or lack thereof in launching and building the company's businesses, (iv) cyber security, (v) conditions relevant to real estate
transactions, (vi) the impact of the COVID-19 pandemic, (vii) the acquisition of the clubs and real estate that are the subject of this
press release, and (viii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition
and dependence on key personnel. For more detailed discussion of such factors and certain risks and uncertainties, see RCI's annual
report on Form 10-K for the year ended September 30, 2020, as well as its other filings with the U.S. Securities and Exchange Commission.
The company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.
Media
& Investor Contacts:
Gary Fishman and Steven Anreder at 212-532-3232 or
gary.fishman@anreder.com
and
steven.anreder@anreder.com
2

text: RCI

text: RCI Hospitality Holdings, Inc.

text:
Eric
Langan

text: RCI Hospitality Holdings, Inc.

text: RCI

text: RCI Hospitality Holdings, Inc.

text: RCI Hospitality Holdings, Inc.

text: RCI


text:
EX-99.1
2
exhibit99_1.htm
PRESS RELEASE
Exhibit 99.1
Exhibit 99.1
Sale of Bay View Acceptance Corporation Completed
NYSE: GLK
Web Site: http://www.gbsb.com
Contact: Andrew W. Dorn, Jr.
Great Lakes Bancorp, Inc.
(716) 961-1920
Web Site: http://www.bayviewcapital.com
Contact: Charles G. Cooper
Bay View Capital Corporation
(650) 312-6819
Buffalo, NY, May 1, 2006 - Great Lakes Bancorp, Inc., formerly known as Bay View Capital Corporation and the parent of Greater Buffalo Savings Bank, today announced that it had completed the sale of its auto finance subsidiary, Bay View Acceptance Corporation, to AmeriCredit Financial Services, Inc.
for approximately $63.6 million in cash, subject to final adjustment.
Andrew W. Dorn, Jr., President and Chief Executive Officer of Great Lakes, stated, "Completion of this sale significantly enhances our liquid capital position and represents the second step in the strategy we adopted when Great Lakes and Bay View agreed to merge last October".
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning future revenue and earnings, uncertainties and other factors that could cause the actual results of Great Lakes to differ materially from the results expressed or implied by such statements, the likelihood that Great Lakes can utilize its net operating loss carryforwards and other factors disclosed in Great Lakes' periodic reports filed with the Securities and Exchange Commission. Great Lakes assumes no obligation to update the forward-looking information contained in this release.

text: Bay View Acceptance Corporation

text: Great Lakes Bancorp, Inc.

text: Bay View Capital Corporation

text: Great Lakes Bancorp, Inc.

text: Bay View Capital Corporation

text: Bay View Acceptance Corporation

text: AmeriCredit Financial Services, Inc.


text:
EX-99.1
3
ex991eg.txt
PRESS RELEASE DATED OCTOBER 4, 2004
Exhibit 99.1
HALIFAX ANNOUNCES ACQUISITION OF
ENTERPRISE MAINTENANCE FIRM
Acquisition of AlphaNational Expected to be Accretive;
Will Strengthen Nationwide Service Delivery Base
ALEXANDRIA, VA - October 4, 2004 - Halifax Corporation (AMEX:HX) today
announced that it has acquired AlphaNational Technology Services, Inc.,
a nationwide hardware maintenance services company located in Fort
Worth, Texas. Founded in 1992 and privately held, AlphaNational
provides high-availability maintenance services to a prestigious roster
of nationwide customers.
Halifax acquired all of the outstanding stock of AlphaNational for
approximately $1.9 million, excluding earnout arrangements, in which an
additional $150,000 in cash or Halifax common stock could be earned
over the next twelve months if certain agreed upon financial targets
are met. The purchase price is comprised of 235,294 shares of Halifax
common stock, $200,000 cash, and $500,000 of notes payable, of which
$100,000 has a term of 90 days and $400,000 has a term of 18 months.
The interest rate on the notes is 6% per annum. The purchase price is
also subject to possible adjustment resulting from AlphaNational
financial information to become available 45 days after closing.
Charles McNew, president and chief executive officer, of Halifax
stated, "We expect this acquisition to be immediately accretive to
earnings and expect that revenues for the second half of fiscal 2005
will increase by 10 to 12%. The acquisition adds several new important
AlphaNational customers, expands our geographic base and increases the
breadth of our product serviceability".
He added, "We are pleased to welcome AlphaNational to the Halifax
family. This represents another important step in positioning our
Company as a recognized leader in the enterprise maintenance solutions
marketplace.
"We are particularly pleased to add Larry Whiteside, president of
AlphaNational, to our executive management team. A respected industry
veteran, Larry will have responsibility for certain key customer
relationships and major support functions".
McNew noted, "Halifax plans to continue on our recent path of growth,
both internally and externally. We have recently announced major new
contracts and extensions, and we will continue to pursue meaningful new
opportunities, with the goal of enhancing long-term shareholder value".
Founded in 1967, Halifax Corporation is an enterprise maintenance
solutions company providing a wide range of technology services to
commercial and government customers throughout the United States. The
Company's principal products are high availability hardware maintenance
services, technology deployment and integration services, and secure
network program services. More information on Halifax can be found at
www.hxcorp.com.
Certain statements made by the Company which are not historical facts
may be considered forward-looking statements, including, without
limitation, statements as to trends, management's beliefs, views,
expectations and opinions, which are based upon a number of assumptions
concerning future conditions that ultimately may prove to be
inaccurate. Such forward-looking statements are subject to risks and
uncertainties and may be affected by various factors that may cause
actual results to differ materially from those in the forward-looking
statements. For further information that could affect the Company's
financial statements, please refer to the Company's reports filed with
the Securities and Exchange Commission.

text: HALIFAX

text: AlphaNational

text: Halifax Corporation

text: AlphaNational Technology Services, Inc.

text: AlphaNational

text: Halifax

text: AlphaNational

text: Halifax

text: Halifax

text: AlphaNational

text: Halifax

text: AlphaNational

text: AlphaNational

text: Halifax

text: Larry Whiteside

text: AlphaNational

text: Halifax

text: Halifax Corporation

text: Halifax


text:
EX-99.4
5
exhibit99_4.htm
PRESS RELEASE 12.21.12
EXHIBIT 99.4
Urstadt Biddle Properties Inc.
Announces Acquisition of a Fifty Percent Interest in Chestnut Ridge Shopping Center in Montvale, New Jersey and Plaza 59 Shopping Center in Spring Valley, New York
Greenwich, Connecticut December 21, 2012... Urstadt Biddle Properties Inc. (NYSE: UBA and UBP) announced today that it had completed the purchase of a fifty percent tenant-in-common interest in the Chestnut Ridge Shopping Center in The Town of Montvale, New Jersey and Plaza 59 Shopping Center in Spring Valley, New York for a combined purchase price of $18.2 million, excluding closing costs. The interests in both properties were purchased free and clear of mortgages. The $18.2 million acquisition was funded with proceeds from the Company's recently completed stock offerings. The Chestnut Ridge Center, located on Chestnut Ridge Road in affluent Montvale, New Jersey in the County of Bergen contains 90,630 square feet of leasable space. The shopping center is 95% leased and is anchored by a 19,205 square foot Fresh Market Supermarket and the centers other tenants include a health club a Chase Bank and many other successful local tenants. The Spring Valley Center, located on Route 59 in Spring Valley, New York in the County of Rockland contains 25,500 square feet of leasable space. The shopping center is 94% leased to a small market and other local tenants.
Willing Biddle, President of Urstadt Biddle Properties Inc said, "We are very pleased that we have begun the process of investing the capital we raised in our recently completed Class A Common stock and preferred stock offerings into income producing retail properties. Our acquisition of the grocery anchored Chestnut Ridge Shopping Center adds another trophy grocery anchored center to our core portfolio. The shopping center is located on Chestnut Ridge Road in Montvale, New Jersey, a major north/south artery that parallels the Garden State Parkway and is home to several office buildings whose tenants frequent the shopping center on a daily basis. The trade area consists of near-by high demographic towns such as Woodcliff Lake, Ramsey and Upper Saddle River. The Spring Valley Center is located on the heavily traveled Route 59 in Spring Valley, New York and provides many of the day to day staple products serving the surrounding community's needs. The Company hopes to continue this acquisition momentum with the purchase of additional shopping centers in the very near future in order to invest the remaining capital raised from the recent stock offerings in October 2012".
Urstadt Biddle Properties Inc. is a self-administered equity real estate investment trust which owns or has equity interests in 56 properties containing approximately 5.0 million square feet of space. Listed on the New York Stock Exchange since 1969, it provides investors with a means of participating in ownership of income-producing properties. It has paid 172 consecutive quarters of uninterrupted dividends to its shareholders since its inception and raised its dividend to its shareholders for the last 19 consecutive years.
Certain statements contained herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors incl
ude, among other things, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

text: Urstadt Biddle Properties Inc.

text: Urstadt Biddle Properties Inc.

text: Willing Biddle

text: Urstadt Biddle Properties Inc.


text:
EX-99.1
7
probility_ex9901.htm
PRESS RELEASE
Exhibit 99.1
PROBILITY MEDIA CORP. CLOSES THE
ACQUISITION OF W MARKETING
June 27, 2017
HOUSTON,
TX-(Marketwired - Jun 27, 2017) - ProBility Media Corp. (OTCQB: PBYA) today announces that it has closed the
acquisition of W Marketing, Inc., a profitable, revenue-generating provider of National Electrical Codes (NECs) to the electrical
and construction industries. The acquisition is expected to strengthen ProBility's financial position and enable the Company
to become one of the nation's largest wholesalers of National Fire Protection Association (NFPA) electrical codes.
W Marketing,
located in Hauppauge, New York, provides the latest NECs through its nationwide network of electrical distributors, which includes
bookstores, trade/vocational schools, universities, retail chains, specialty retailers, and independent hardware stores. ProBility
now expects to become one of the largest wholesalers of NFPA electrical codes in the United States, and expects to provide codes
to over 175,000 electricians in each three-year cycle.
The
NEC is a regionally adoptable standard for the safe installation of electrical wiring and equipment in the United States. It is
part of the National Fire Codes series published by the National Fire Protection (NFPA), a private association. First published
in 1897, the NEC is updated and published every three years, 2017 being the most recent addition. In 2017, W Marketing achieved
$2.7 million in revenues. ProBility expects 2018 and 2019 revenues to be less than 2017, and to increase again in 2020, when the
new codes will be released.
W Marketing's
vast library of published products includes courses and exam preparation materials. The company is also the official publisher
and producer of the Dr. Watts companion electrical guides for the electrical and construction trades. With a complete line of
NEC books, reference guides, training DVDs and CD-Roms, W Marketing is a strong advocate for continued learning within the electrical,
plumbing, building and construction industries.
"The
closing of the acquisition of W Marketing highlights our commitment to aggressively building an international brand for education,
training and compliance dedicated to the skilled trades", states Noah Davis, President and Chief Operating Officer of ProBility.
"With the aggressive push from the current administration and the anticipated apprenticeship program, ProBility is positioned
to take advantage of the projected upturn in the macroeconomic environment for construction and building by offering high quality
products with the emphasis on safety".

text: PROBILITY MEDIA CORP.

text: W MARKETING

text: ProBility Media Corp.

text: W Marketing, Inc.

text: W Marketing

text: W Marketing

text: W Marketing

text: W Marketing

text: W Marketing

text: Noah Davis


text:
EX-99.1
2
v077460_ex99-1.htm
Macquarie
Infrastructure Company LLC
125
W.
55
th
Street
New
York,
NY 10019
Media
Release
MACQUARIE
INFRASTRUCTURE COMPANY CLOSES ACQUISITION OF TWO FIXED BASE OPERATIONS
New
York, NY - June 4, 200
7
Macquarie
Infrastructure Company (NYSE: MIC), a market leader in the ownership
and
operation of infrastructure businesses in the US, announced that
it has
completed its previously announced purchase of fixed base operations
("FBOs") at Santa Monica Municipal Airport in Santa Monica, California
and
Stewart International Airport in New Windsor, New York. The facilities
currently operate as the Supermarine FBO network.
"The
addition of two high-quality sites at Santa Monica and Stewart
to our
Atlantic Aviation network further solidifies our already strong
position
in the FBO market", said Peter Stokes, CEO of Macquarie Infrastructure
Company. "With a network of 43 facilities at some of the most popular
general aviation destinations in the country, pilots and travellers
have
even more opportunities to experience the friendly, service-minded
"Atlantic Attitude"".
The
Company is investing an aggregate $90.2 million, including costs,
in the
Supermarine sites. Both will be rebranded and integrated into Macquarie
Infrastructure Company's existing Atlantic Aviation operations. MIC will
report the financial results of the new facilities as a component
of its
airport services business segment.
MIC
funded the acquisition with $32.5 million drawn against an existing
credit
facility at Atlantic and $57.7 million of cash.
FBOs
provide fuel and fuel-related services, terminal services and aircraft
hangarage to the general aviation community. The facility at Santa
Monica
is the sole FBO at that airport and the facility at Stewart is
one of two
FBOs.
ABOUT
MACQUARIE INFRASTRUCTURE COMPANY
MIC
owns, operates and invests in a diversified group of infrastructure
businesses, which provide basic, everyday services, to customers
in the
United States. Its businesses consist of an airport services business,
an
airport parking business, a district energy business, a gas production
and
distribution business, and a fifty percent indirect interest in
a bulk
liquid storage terminal business. The Company is managed by a wholly-owned
subsidiary of Macquarie Bank Limited. For additional information,
please
visit the Macquarie Infrastructure Company website at www.macquarie.com/mic.
MIC-G
FOR
FURTHER INFORMATION, PLEASE CONTACT:
Investor
enquiries
Jay
A. Davis
Investor
Relations
Macquarie
Infrastructure Company
(212)
231-1825
Media
enquiries
Alex
Doughty
Corporate
Communications
Macquarie
Infrastructure Company
(212)
231-1710

text:
Macquarie
Infrastructure Company

text:
MACQUARIE
INFRASTRUCTURE COMPANY

text:
Macquarie
Infrastructure Company

text: Peter Stokes

text:
Macquarie Infrastructure
Company

text:
Macquarie
Infrastructure Company

text: MACQUARIE INFRASTRUCTURE COMPANY

text: Macquarie Infrastructure Company

text:
Macquarie
Infrastructure Company

text:
Macquarie
Infrastructure Company


text:
EX-99.1
2
a07-11892_1ex99d1.htm
EX-99.1
EXHIBIT
99.1
Contact:
Jacob Inbar
President and Chief Executive Officer
(805) 388-1345, Ext. 201
FOR IMMEDIATE RELEASE
AML
COMMUNICATIONS COMPLETES ACQUISTION OF CONTROLLING INTEREST IN MICA-TECH
CAMARILLO,
California - April 16, 2007
AML
Communications, Inc. (AMLJ.OB) announced today that it completed the
acquisition of a controlling position in Mica-Tech, Inc., in a cash-for-stock
transaction. Under the terms of the
agreement, AML purchased 51% of Mica- Tech's outstanding stock for $800,000.
Mica-Tech, Inc.,
designs, manufactures, and markets an intelligent satellite communication
system to provide Supervisory Control And Data Acquisition (SCADA) of the
electric power grid. The satellite
system is marketed to Power Utility Companies and enables remote control of
substations for reducing black-outs and enhancing power/load regulation during
peak demand hours.
The Federal Energy
Regulatory Commission (FERC) has mandated the Power Utility Companies to
electronically control substations for purposes of monitoring power quality and
increase power grid reliability.
Mica-Tech's satellite system provides an immediate and low cost solution
for substation control.
Mica-Tech has
successfully deployed its products with a major Southern California Utility
Company. Penetration into the country-wide utility companies market is in the
initial phase. The Mica-Tech's website is located at http://www.mica-tech.com
AML Communications
is a designer, manufacturer, and marketer of amplifiers and integrated
assemblies that address the Defense microwave markets. The Company's Web site
is located at http://www.amlj.com
This press release
contains forward-looking statements made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are
not limited to, the Company's views on future profitability, commercial
revenues, market growth, capital requirements, new product introductions, and
are generally identified by words such as "thinks", "anticipates", "believes", "estimates,"
"expects", "intends", "plans", and similar words. Forward-looking statements are not guarantees
of future performance and are inherently subject to uncertainties and other
factors which could cause actual results to differ materially from the
forward-looking statements. These factors and uncertainties include: reductions
or cancellations in orders from new or existing customers; success in the
design of new products; the opportunity for future orders from domestic and
international customers including, in particular defense customers; general
economic conditions; the limited number of potential customers; variability in
gross margins on new products; inability to deliver products as forecast; failure
to acquire new customers; continued or new deterioration of business and
economic conditions in the wireless communications industry; and intensely
competitive industry conditions with increasing price competition. The Company refers
interested persons to its most recent Annual Report on Form 10-KSB and its
other SEC filings for a description of additional uncertainties and factors
that may affect forward-looking statements. Forward-looking statements are
based on information presently available to senior management, and the Company
has not assumed any duty to update its forward-looking statements.

text: Jacob Inbar

text:
AML
COMMUNICATIONS

text: MICA-TECH

text:
AML
Communications, Inc.

text: Mica-Tech, Inc.

text: AML

text: Mica- Tech

text: Mica-Tech, Inc.

text: Mica-Tech

text: Mica-Tech

text: Mica-Tech

text: AML Communications


text:
EX-99
3
jd2-6ex_99.txt
99.1
EXHIBIT 99.1
[Magellan Health Services logo] NEWS RELEASE
55 Nod Road
Avon, CT 06001
www.MagellanHealth.com
FOR IMMEDIATE RELEASE
---------------------
Investor Contact: Melissa Rose
877-645-6464
Media Contact: Erin Somers
410-953-2405
MAGELLAN HEALTH SERVICES COMPLETES ACQUISITION
OF NATIONAL IMAGING ASSOCIATES, INC.
--------------------------------------------------------------------------------
AVON, Conn. - January 31, 2006 - Magellan Health Services, Inc. (Nasdaq:MGLN)
today announced that it has completed its acquisition of National Imaging
Associates, Inc. (NIA), a privately held radiology benefits management (RBM)
firm headquartered in Hackensack, N.J. The Company paid approximately $122
million, after giving effect to cash acquired in the transaction, for NIA, which
becomes a wholly owned subsidiary of Magellan. The Company also confirmed its
expectation, as previously announced, that the NIA business would contribute
approximately one million dollars of net income, or $0.02 of earnings per share
on a fully diluted basis, and $13 million of segment profit to Magellan's
results in the remainder of 2006.
Steven J. Shulman, chairman and chief executive officer of Magellan, said, "With
the acquisition of NIA, Magellan has taken a bold step toward realizing its
strategic vision as a leader in the specialty health care niche. Radiology
benefits management addresses a top priority for health care purchasers and
offers significant growth opportunity for Magellan. We look forward to
leveraging our existing customer base, financial strength and operational
infrastructure to support NIA's entry into risk-based business as a platform for
future growth".
NIA manages diagnostic imaging services on a non-risk basis for its customers,
which include some of the nation's largest health plans, to ensure that such
services are clinically appropriate and cost effective. With more than 17
million lives under contract, it manages more lives than any other radiology
benefits management firm in the country.
About Magellan: Headquartered in Avon, Conn., Magellan Health Services, Inc.
(Nasdaq:MGLN) is a leading specialty health care management organization. Its
customers include health plans, corporations and government agencies.
Cautionary Statement: Certain of the statements made in this press release
including, without limitation, statements regarding the effects of the
contemplated acquisition by Magellan of NIA, estimates of future financial
performance, including revenue, segment profit and earnings per share,
expectations concerning future growth and other matters constitute
forward-looking statements contemplated under the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on management's
current expectations and are subject to known and unknown uncertainties and
risks which could cause actual results to differ materially from those
contemplated or implied by such forward-looking statements, including (among
others) risk concerning the possible election of certain of the Company's health
plan customers to manage the behavioral health care services of their members
directly; renegotiation of rates paid to and/or by the Company by customers
MAGELLAN HEALTH SERVICES COMPLETES ACQUISITION OF NATIONAL IMAGING ASSOCIATES,
INC. PAGE 2
and/or to providers; higher utilization of behavioral health treatment services
by members; delays, higher costs or inability to implement the Company's
initiatives; termination or non-renewal of contracts by customers; the impact of
new or amended laws or regulations; governmental inquiries and/or litigation;
the impact of increased competition on ability to maintain or obtain contracts;
the impact of increased competition on rates paid to or by the Company; and
other factors. Any forward-looking statements made in this document are
qualified in their entirety by the more complete discussion of risks set forth
in the section entitled "Cautionary Statements" in Magellan's Annual Report on
Form 10-K for the year ended December 31, 2004 and in the section entitled
"Forward-Looking Statements" in Magellan's Form 10-Q for the quarter ended
September 30, 2005 and the section entitled "Risk Factors" in the prospectus and
prospectus supplement filed with the Securities and Exchange Commission in
connection with the November 2005 secondary offering of Magellan common stock by
certain shareholders, each as filed with the Securities and Exchange Commission
and posted on the Company's Web site. Segment profit information referred to in
this press release may be considered a non-GAAP financial measure. Further
information regarding this measure, including the reasons management considers
this information useful to investors, is included in Magellan's Annual Report on
Form 10-K for the year ended December 31, 2004 and in Magellan's Form 10-Q for
the quarter ended September 30, 2005.
# # #

text: Magellan Health Services

text: MAGELLAN HEALTH SERVICES

text: NATIONAL IMAGING ASSOCIATES, INC.

text: Magellan Health Services, Inc.

text:
National Imaging
Associates, Inc.

text: NIA

text: NIA

text: Magellan

text: NIA

text: Magellan

text: Steven J. Shulman

text: Magellan

text: NIA

text: Magellan

text: Magellan

text: NIA

text: NIA

text: Magellan

text: Magellan Health Services, Inc.

text: Magellan

text: NIA

text: MAGELLAN HEALTH SERVICES

text: NATIONAL IMAGING ASSOCIATES

text: Magellan

text: Magellan

text: Magellan

text: Magellan

text: Magellan