text:
EX-99.1
2
lmc_exhibit991.htm
EXHIBIT
LMC_Exhibit 99.1
Exhibit 99.1
CHARTER COMMUNICATIONS AND LIBERTY MEDIA CORPORATION ANNOUNCE COMPLETION OF INVESTMENT
Stamford, Connecticut and Englewood, Colorado, May 1, 2013 - Charter Communications, Inc. (Nasdaq: CHTR) ("Charter") and Liberty Media Corporation (Nasdaq: LMCA, LMCB) ("Liberty") announced today that Liberty has completed its previously announced agreement with investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners to acquire 26.9 million shares and 1.1 million warrants in Charter Communications, Inc. for $2.6 billion, which represents a 27.3% beneficial ownership in Charter using shares outstanding as of December 31, 2012, and a price per share of $95.50.
Liberty funded the purchase with cash on hand of $1.2 billion and borrowed $1.4 billion under newly executed margin loans on 20.3 million Charter common shares (Nasdaq: CHTR), 720 million SiriusXM common shares (Nasdaq: SIRI), 8.1 million Live Nation Entertainment common shares (NYSE: LYV) and a portion of Liberty's available for sale securities.
Liberty and Charter have entered into a previously announced stockholders agreement that among other things provides Liberty the right to designate up to four directors for appointment to the Charter board. With the closing of the transaction, Liberty has designated, and Charter's board of directors has appointed, John Malone, Chairman of Liberty; Gregory Maffei, President and CEO of Liberty; Balan Nair, EVP and CTO of Liberty Global; and Michael Huseby, CFO of Barnes & Noble to join Charter's board of directors. Additionally, John Malone will serve on the board's Nominating and Corporate Governance Committee, Greg Maffei will serve on the board's Compensation and Benefits Committee, and Michael Huseby will serve on the board's Audit Committee.
The board appointments were made in conjunction with the resignation of Stan Parker, Darren Glatt, Bruce Karsh and Edgar Lee from the board.
About Charter
Charter (Nasdaq: CHTR) is a leading broadband communications company and the fourth- largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter TV® video entertainment programming, Charter Internet® access, and Charter Phone®. Charter Business® similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, business telephone, video and music entertainment services, and wireless backhaul. Charter's advertising sales and production services are sold under the Charter Media® brand. More information about Charter can be found at charter.com.
About Liberty Media
Liberty Media (Nasdaq: LMCA, LMCB) owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries SiriusXM, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications, Live Nation Entertainment and Barnes & Noble, and minority equity investments in Time Warner Inc. and Viacom.
Contact:
Liberty Media Corporation
Courtnee Ulrich
(720) 875-5420
Charter Communications, Inc.
Media: Analysts:
Anita Lamont Stefan Anninger
(314) 543-2215 (203) 905-7955

text: CHARTER COMMUNICATIONS

text: LIBERTY MEDIA CORPORATION

text: Charter Communications, Inc.

text: Liberty Media Corporation

text: Liberty

text: Liberty

text: Apollo Management

text: Oaktree Capital Management

text: Crestview Partners

text: Charter Communications, Inc.

text: Liberty

text: Liberty

text: Liberty

text: Liberty

text: Liberty

text: John Malone

text: Liberty

text: Gregory Maffei

text: Liberty

text: Liberty

text: Michael Huseby

text: John Malone

text: Michael Huseby

text: Charter Communications

text: Liberty Media Corporation

text: Charter Communications, Inc.


dataset: buster

text:
EX-99.1
3
jbex99_1.txt
PRESS RELEASE
[GRAPHIC OMITTED: SPX LOGO]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX COMPLETES SALE OF BOMAG FOR $446 MILLION
CHARLOTTE, NC - January 3, 2005 - SPX Corporation (NYSE:SPW) today
announced that it has completed the sale of its BOMAG compaction equipment
business to Fayat for $446 million in cash. SPX will use the net proceeds
from the transaction to pay down debt.
Christopher J. Kearney, President and Chief Executive Officer of SPX,
said, "As we previously announced, we intend to use the net proceeds from
the sale of BOMAG to pay down debt which will strengthen the balance sheet
and clear the path for our new financial strategy. In December, we
committed to announce our financial strategy during the first quarter and
we are on schedule to meet that deadline".
On October 28, SPX signed a definitive agreement to sell BOMAG to
Fayat Group, a privately owned business based in Bordeaux, France.
BOMAG, based in Boppard, Germany, is a leading international
manufacturer of heavy and light equipment for soil, asphalt and refuse
compaction; in addition BOMAG sells compaction measurement and
documentation systems and is active in the spare parts and service business
as well as in the business of machinery for the recycling and stabilization
of road beds under repair.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created thereby.
Please refer to our public filings for a discussion of certain important
factors that relate to forward-looking statements contained in this press
release. The words "believe", "expect", "anticipate", "estimate,"
"guidance", "target" and similar expressions identify forward-looking
statements. Although the company believes that the expectations reflected
in its forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.
SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on December 9, 2004.
# # #

label: organization

text: SPX

text: SPX

text: BOMAG

text: SPX Corporation

text: BOMAG

text: Fayat

text: SPX

label: person

text: Christopher J. Kearney

text: SPX

text: BOMAG

text: SPX

text: BOMAG

text: Fayat Group

text: BOMAG

text: BOMAG

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text:
SPX
Corporation

text: SPX Corporation

text:
SPX
Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.2
10
dex992.htm
PRESS RELEASE - DECEMBER 15, 2005
Press Release - December 15, 2005
Exhibit 99.2
Transmeridian Completes
Acquisition of Bramex; Releases
Updated Reserve Estimates
HOUSTON, December 15, 2005 (Prime Zone) - Transmeridian Exploration Incorporated (AMEX: TMY) today announced that
it has completed the acquisition of Bramex Management, Inc., which owns the 50% of JSC CaspiNeft TME not previously owned by Transmeridian. Through its subsidiaries, Transmeridian now owns 100% of CaspiNeft, which operates the South Alibek Field in
Kazakhstan. In connection with the acquisition, Transmeridian paid a total of $168.0 million, of which approximately $44.0 million was to repay the outstanding bank indebtedness of CaspiNeft and the remainder represented the purchase price for the
shares of Bramex. Funds for payment of the purchase price and repayment of debt of CaspiNeft were provided from the previously announced private placement of $250 million principal amount of senior secured notes of Transmeridian Exploration Inc.,
the Company's wholly-owned British Virgin Islands subsidiary.
Separately, Transmeridian announced that it has agreed to acquire the 10% carried working interest in the South Alibek Field held by Kornerstone Investment Group, Ltd. for $15.25 million cash and one million shares of Transmeridian common
stock. This transaction is expected to be completed by December 31, 2005.
Transmeridian has received updated reserve and cash flow estimates for the South Alibek Field, and based on its ownership of 100% of CaspiNeft, the buy-out of the carried working interest held by Kornerstone and
results from the wells drilled thus far in 2005, the Company's net interest in the estimated proved reserves located in the South Alibek Field has increased to 73.7 million barrels of oil. The before-tax present value of future cash flows
from these reserves, discounted at 10%, as of October 1, 2005, is in excess of $1.0 billion. Transmeridian's reserve and cash flow estimates have been prepared by Ryder Scott Company, independent petroleum consultants.
"Successful completion of the acquisition of the Bramex and Kornerstone
interests in the field, are significant milestones in the growth of Transmeridian", commented Lorrie T. Olivier, President and Chief Executive Officer. "With substantial resources identified thus far, and the field still in the early
stages of development, we believe the timing is right to consolidate our ownership. We are now moving forward with our plans to accelerate development of the field by bringing in additional drilling rigs, which should result in increased production,
cash flow and value for our shareholders".
Transmeridian
Exploration Incorporated (TMEI) is an independent energy company established to acquire and develop oil reserves in the Caspian Sea region of the former Soviet Union. TMEI primarily targets medium-sized fields with proved or probable reserves and
significant upside reserve potential. Its first major project is the South Alibek Field in Kazakhstan and it is currently pursuing additional projects in the region.
1
Exhibit 99.2
For more information please contact the following:
Transmeridian Exploration Incorporated
Lorrie T. Olivier, CEO
Earl W. McNiel, CFO
397 N. Sam Houston Pkwy E., Suite 300
Houston, Texas 77060
Phone: (281) 999-9091
Fax: (281) 999-9094
E-mail: tmei@tmei.com
Website:
www.tmei.com
This press
release contains certain forward-looking statements within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created therein. These forward-looking statements include estimates of the present value of future cash flows from proved reserves. Investors are cautioned that all forward-looking statements involve risks and
uncertainties, including but not limited to those discussed in TMEI's Annual Report on Form 10-K for the year ended December 31, 2004 and other filings with the Securities and Exchange Commission. Although TMEI believes the assumptions
underlying the forward-looking statements contained herein are reasonable, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion herein should not be regarded as a representation by TMEI or any other person that the objectives and plans of TMEI will be achieved.
2

text: Transmeridian

override: organization

text: Bramex

text: Transmeridian Exploration Incorporated

text: Bramex Management, Inc.

text: Transmeridian

text: Transmeridian

text: Transmeridian

text: Bramex

text: Transmeridian Exploration Inc.

text: Transmeridian

text: Transmeridian

text: Transmeridian

text: Transmeridian

text: Bramex

text: Transmeridian

text: Lorrie T. Olivier

text:
Transmeridian
Exploration Incorporated

text: Transmeridian Exploration Incorporated

text: Lorrie T. Olivier


text:
EX-99.1
8
v010415_ex99-1.txt
EXHIBIT 99.1
ENHANCE BIOTECH ANNOUNCES CLOSING OF MERGER WITH ARDENT PHARMACEUTICALS
NEW YORK, NY-- (PR NEWSWIRE)--DECEMBER 20 2004--ENHANCE BIOTECH, INC. (OTC PK:
EBOI), a specialty pharmaceutical company developing a portfolio of products
focused on lifestyle drugs, and Ardent Pharmaceuticals Inc., a world leader in
discovering and developing delta receptor compounds, announced today that their
previously announced merger transaction has been consummated. As a consequence
of the transaction, Ardent is now a wholly-owned subsidiary of Enhance Biotech,
Inc. The new portfolio offers a broad pipeline of products under development,
ranging from pre-clinical New Chemical Entities (NCE) through to later stage
products addressing the potentially large lifestyle market areas of urology,
dermatology and Central Nervous System (CNS). The management and scientific team
includes leading specialist scientists in the delta receptor area and management
talent with an expertise in licensing products and driving them through the
regulatory process to market. Combined facilities include state-of-the-art
laboratory and development facilities for early stage chemistry and pharmacology
along with clinical expertise. Merger agreements provide that immediately upon
consummation of the merger transaction, on a fully-diluted basis, Enhance's
pre-existing stockholders own approximately fifty-five percent (55%) of Enhance
Biotech, Inc., and former Ardent shareholders own approximately approximately
forty-five percent (45%) of Enhance Biotech, Inc.
Effective immediately, Chris Every, Enhance Biotech's CEO, will continue as the
CEO, President and a member of the Board of Directors. Dr. Ken Chang, Chairman,
Chief Executive Officer and Founder of Ardent, has been appointed President of
Asia Pacific Operations and Chief Science Officer of Enhance. Phillip Wise,
Chief Financial Officer and VP Business Development of Ardent has been named the
Chief Financial Officer of Enhance. Sam McCormick, the Chief Science Officer of
Enhance has assumed the position of Vice President Science of Europe. The
Company's operational headquarters is based in the North Carolina Research
Triangle with corporate offices in New York and London.
Chris Every commented, "This merger opens an exciting future for our employees,
shareholders and future customers. The closing of this merger transaction was
the realization of the hard work and collaborative efforts of employees from
both organizations. The success of the negotiation process, which was
facilitated by independent biotech bankers BIO-IB, bodes well for effective
completion and cohesive merging of the operations of the two organizations in
the immediate future. Combined, our two companies have taken a significant step
toward fulfilling the vision of becoming a leader in lifestyle, specialty
pharmaceuticals offering a broad portfolio of products to the market in a
relatively short period of time".
About Enhance Biotech
Enhance Biotech, Inc. is a specialty pharmaceutical company focused on
developing a product portfolio in three key areas of the lifestyle drug market:
urology, dermatology and CNS. Key conditions addressed within the urology area
are Urinary Incontinence and Sexual Dysfunction, which include premature
ejaculation and male fertility, while skincare indications include Cellulite,
Itch, Anti-aging, Periodontal Disease and Dermatological Disorders such as
Atopic Dermatitis and Psoriasis. Within the CNS area, the Company is developing
compounds in moderate-to-severe Pain, Parkinson's disease and Depression. An
area for future licensing for which the Company has developed compounds is
Cardio-protection. The Company has developed substantial knowledge of the
chemistry and pharmacology of the delta receptor, including a library of
approximately 1,000 compounds that demonstrate specific delta receptor activity.
This creates a valuable product portfolio in the lifestyle market, a market that
is forecast to grow to US $32 billion by 2008. The pharmaceutical industry has
invested over $20 billion in R&D for lifestyle drugs over the last 10 years,
although relatively few new products have as yet reached the market. Enhance's
lead development products are intended to address unmet needs in these global
blockbuster markets. These products are generally in development stages ranging
from pre-clinical target compound selection through to late Phase II. Enhance
has 18 employees and an extensive research facility based in North Carolina's
Research Triangle Park along with experienced clinical development and
commercial management. For more information on the Company, please visit the
Company's website at www.enhancelifesciences.com.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because these statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Specifically, factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
include, but are not limited to: risks associated with preclinical and clinical
developments in the biopharmaceutical industry in general and in Enhance
Biotech's compounds under development in particular; the potential failure of
Enhance Biotech's compounds under development to prove safe and effective for
treatment of disease; uncertainties inherent in the early stage of Enhance
Biotech' compounds under development; failure to successfully implement or
complete clinical trials; failure to receive marketing clearance from regulatory
agencies for our compounds under development; acquisitions, divestitures,
mergers, licenses or strategic initiatives that change Enhance Biotech'
business, structure or projections; the development of competing products;
uncertainties related to Enhance Biotech' dependence on third parties and
partners; and those risks described in the filings with the SEC, all of which
are under the Company's prior name Becor Communications, Inc. Enhance Biotech
disclaims any obligation to update these forward-looking statements.
Investor Contact: European Contact:
Yvonne Zappulla John Gisborne
Managing Director Splash Communications
Wall Street Investor Relations (44) 1225 - 318000
212-681-4108 jgisborne@splashcommunications.com
Yvonne@WallStreetIR.com
END OF FILING

text: ENHANCE BIOTECH

text: ARDENT PHARMACEUTICALS

text: ENHANCE BIOTECH, INC.

text: Ardent Pharmaceuticals Inc.

text:
Enhance Biotech,
Inc.

text:
Enhance
Biotech, Inc.

text: Enhance Biotech, Inc.

text: Enhance Biotech

text: Ken Chang

text: Phillip Wise

text: Enhance Biotech

text: Enhance Biotech, Inc.

text:
Enhance
Biotech

text: Enhance Biotech

text:
Enhance
Biotech

text: Enhance Biotech

text: Enhance Biotech

text: Enhance Biotech

text: John Gisborne


text:
EX-99.1
3
rtnb_ex991.htm
PRESS RELEASE
Blueprint
Exhibit 99.1
root9B Holdings Sells IPSA's Investigative Due Diligence
Practice
Colorado Springs, CO - May 1, 2017
- root9B Holdings,
Inc. (Nasdaq: RTNB) ("RTNB") today announced that it has sold the
Investigative Due Diligence Practice ("IDDP") of its wholly-owned
subsidiary IPSA International Services, Inc. ("IPSA") to Exiger
Canada, Inc. ("Exiger") for total consideration of $6 million and
up to an additional $4 million by way of a three-year earn-out
based on the achievement by IDDP of certain performance targets.
Proceeds will be reduced by a Working Capital Adjustment, currently
estimated to be in excess of $1.0m.
The
IDDP includes the sale of the stock of IPSA's Canadian subsidiary
(IPSA International, Inc. Canada) located in Vancouver, BC and
IPSA's London, Hong Kong and Miami offices, contracts and
employees. For the past 15 years, IPSA's IDDP has provided services
in matters of multi-jurisdictional corruption, bribery and due
diligence investigations. The IDDP also performs due diligence
related to travel, employment and settlement including for
immigration, citizenship & visas; and is considered an industry
pioneer in work related to citizenship by investment due diligence
where it is considered a trusted leader by many of the largest and
fastest growing programs operating in the world today.
"We
have made measurable progress in re-positioning RTNB's business to
that of a pure-play cybersecurity company", said Joseph J. Grano,
Jr., Chairman and CEO of RTNB. "The sale of our IDDP, along with
our previously announced non-core divestitures, strengthens RTNB's
overall financial positon and provides additional capital to fund
the growth of our cybersecurity operations. We have great
confidence in our team of cybersecurity professionals that is led
by Eric Hipkins, the founder and CEO of our root9B LLC subsidiary
who will become CEO of RTNB on May 25, 2017".
"We
continue to execute against our previously announced set of
strategic initiatives, and this transaction is another meaningful
step in that regard", said Dan Wachtler, President and COO of RTNB.
"Kim Marsh has been my partner for nearly 15 years, and he and his
team have built a great business for IPSA. We are confident however
that each of us will be in a better position to grow our two
distinct businesses as separate companies. While we still need to
complete the divestiture of our remaining Anti-Money Laundering
business, we can now more fully focus our internal resources on
growing our cyber business and delivering long-term value to our
shareholders".
About root9B
Ranked
as the #1 Cybersecurity company for 2016 by
Cybersecurity Ventures
, root9B
stands in defiance of the unwanted human presence within our
clients' networks by attacking the root of the problem-the
adversary's ability to gain entry and remain undetected. root9B's
application of advanced technology developed through cutting-edge
R&D and engineering and refined through relevant, hands-on
training is revolutionary. root9B combines next generation
technology, tactics development, specialty tools, and deep mission
experience. root9B personnel leverage their extensive backgrounds
in the U.S. Intelligence Community to conduct advanced
vulnerability analysis, penetration testing, digital forensics,
incident response, Industrial Control System (ICS) security, and
HUNT
(Active
Adversary Pursuit) engagements on networks worldwide. For more
information, visit
www.root9B.com
.
About root9B Holdings, Inc.
root9B
Holdings is a leading provider of Cybersecurity and Regulatory Risk
Mitigation Services. Through its wholly owned subsidiaries root9B,
Business Advisory Services and IPSA International Services, Inc.,
the Company delivers results that improve productivity, mitigate
risk and maximize profits. Its clients range in size from Fortune
100 companies to mid-sized and owner-managed businesses across a
broad range of industries including local, state and government
agencies. For more information, visit
www.root9bholdings.com
.
About Exiger
Exiger
is a global regulatory and financial crime, risk and compliance
company. Exiger arms financial institutions, multinational
corporations and governmental agencies with the practical advice
and technology solutions they need to prevent compliance breaches,
respond to risk, remediate major issues and monitor ongoing
business activities. Exiger works with clients worldwide to assist
them in effectively managing their critical challenges while
developing and implementing the policies, procedures and programs
needed to create a sustainable compliance environment. A global
authority on regulatory compliance, the company also oversees some
of the world's most complex court-appointed and voluntary
monitorships in the private and public sectors, including the
monitorship of HSBC. Exiger has four principal business units
being: Exiger Advisory; Exiger Analytics; Exiger Diligence and
Exiger Insight 3PM. Exiger operates through offices in New York
City, Silver Spring (DC Metro), London, Hong Kong, Toronto and
Singapore. For more information, visit
www.exiger.com
.
Forward Looking Statements
Certain
statements contained in this press release may include
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on the Company's current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of the Company's business. These risks,
uncertainties and contingencies are indicated from time to time in
the Company's filings with the Securities and Exchange Commission.
The information set forth herein should be read in light of such
risks. Further, investors should keep in mind that the Company's
financial results in any particular period may not be indicative of
future results. The Company is under no obligation to, and
expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise.
Investors:
The
Equity Group Inc.
Devin
Sullivan
dsullivan@equityny.com
212-836-9608
Media Contact:
Zito
Partners
Andrew
Hoffman
andrew@zitopartners.com
908-546-7447

text: root9B Holdings

text:
Investigative Due Diligence
Practice

text:
root9B Holdings,
Inc.

text: Investigative Due Diligence Practice

text:
Exiger
Canada, Inc.

text: Dan Wachtler

text: root9B Holdings, Inc.

text:
root9B
Holdings


text:
EX-99.1
8
v156896_ex99-1.htm
EXHIBIT
99.1
Contact:
Stephen
J. Schoepfer
(609)
945-0405
sschoepfer@gmail.com
JAG
Media Holdings, Inc. Announces Completion
of
Acquisition of CardioGenics Inc.
Mississauga, Ontario, July 31,
2009
- JAG Media Holdings, Inc. (OTCBB: JAGH) announced today that it has
completed the acquisition of CardioGenics Inc. by JAG Media's Ontario, Canada
subsidiary, CardioGenics ExchangeCo Inc. In connection with the acquisition,
ExchangeCo acquired all of the outstanding shares of common stock of
CardioGenics, excluding 173,869 CardioGenics common shares in the aggregate
owned by two (2) minority stockholders of CardioGenics.
Pursuant
to the terms of the Share Purchase Agreement dated May 22, 2009 among JAG Media,
CardioGenics ExchangeCo Inc. and Yahia Gawad, the principal stockholder of
CardioGenics, and in consideration for the surrender of their CardioGenics
common shares, the CardioGenics stockholders received 422,183,610 shares of JAG
Media common stock (the "Share Consideration"). The CardioGenics stockholders
had the option to receive at the closing their pro-rata allocation of the Share
Consideration in the form of (a) JAG Media common shares or (b) "Exchangeable
Shares" of CardioGenics ExchangeCo Inc., which are exchangeable at any time into
JAG Media common shares in accordance with the rights and preferences of such
Exchangeable Shares. Those CardioGenics stockholders who elected to receive
directly JAG Media common shares were issued, in the aggregate, 145,528,195 JAG
Media common shares at the closing and those CardioGenics stockholders who
elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the
closing, which are exchangeable at any time into 276,655,415 JAG Media common
shares, in the aggregate. The Share Consideration issued at the closing provides
the CardioGenics stockholders with direct and indirect ownership of
approximately 85% of JAG Media's outstanding common stock, on a fully diluted
basis.
All JAG
Media common shares received by CardioGenics stockholders in exchange for their
CardioGenics common shares shall not be registered for resale and, therefore,
shall remain subject to the rights and restrictions of Rule 144. All
Exchangeable Shares received by CardioGenics stockholders in exchange for their
CardioGenics common shares (and any JAG Media common shares into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following the closing and, therefore shall remain subject to
the rights and restrictions of Rule 144 prior to any such
registration.
At the
closing, our current directors resigned as directors of JAG Media and its
subsidiaries, after appointing CardioGenics designees as their successors, and
our current officers also resigned as officers and executives of JAG Media and
its subsidiaries. After their resignation and the closing, our former directors
entered into consulting agreements with the company pursuant to which they will
render various services to assist the company in connection with certain
transition and other matters.
"It is
extremely gratifying to complete the acquisition of CardioGenics", stated Thomas
J. Mazzarisi, former Chairman & CEO of JAG Media. "We have had a long and
sometimes turbulent search for an appropriate acquisition partner for our
company, but I'm confident that we have now found the right one in CardioGenics.
CardioGenics is an exciting company preparing to deploy its innovative
technology and products in the point-of-care In-Vitro-Diagnostics market and has
a management team with the credentials and track record to maximize such
deployment, all of which, I believe, provides excellent upside potential for the
company's stockholders" continued Mazzarisi.
"It has
been a rewarding experience working with Thomas J. Mazzarisi and Stephen J.
Schoepfer through all of the issues of cross-border transactions and I would
like to thank them both for their effort and dedication to consummate this
acquisition. With the required funds at hand, the commercialization of
CardioGenics technology and products will proceed at a much faster pace to bring
much-needed products to the In-Vitro-Diagnostics market, noted Yahia Gawad, CEO
of CardioGenics".
Following
the closing, the company intends to change its name to "CardioGenics Holdings
Inc." in order to better reflect the new focus of the company's business. An
information statement with respect to such name change and certain other matters
will be delivered to stockholders of record prior to the effective date of such
name change. The company has submitted its application to FINRA for approval of
the name change and issuance of a new ticker symbol for the company's common
stock. Until approval of the name change by FINRA and issuance of the new ticker
symbol, the company's common stock will continue to trade on the OTCBB under its
current ticker symbol "JAGH." Upon effectiveness of the name change, the
CardioGenics Holdings Inc. common stock will also carry a new CUSIP number.
There is no need for stockholders to exchange their current JAG Media common
stock certificates for CardioGenics Holdings stock certificates once the name
change becomes effective. However, should you nevertheless wish to exchange your
JAG Media common stock certificates for certificates reflecting the CardioGenics
Holdings name, you are free to do so and should contact the company's transfer
agent, Transfer Online, to make such arrangements.
A Current
Report on Form 8-K containing further details regarding our acquisition of
CardioGenics will be filed by the company and will be available on
EDGAR.
About
JAG Media Holdings, Inc.
JAG Media
Holdings, Inc. is a provider of Internet-based equities research and financial
information that offers its subscribers a variety of stock market research, news
and analysis, including "JAG Notes", the Company's flagship early morning
consolidated research product. With the acquisition of CardioGenics, the
company's business will now be refocused on developing technologies and products
for the point-of-care in vitro diagnostics market.
2
About
CardioGenics Inc.
CardioGenics
develops technology and products targeting the immunoassay segment of the
In-Vitro Diagnostic
testing
market. CardioGenics has developed the QL Care Analyzer, a proprietary Point Of
Care immuno-analyzer, which will run a number of diagnostic tests
under development by CardioGenics, the first of which will be a
series of cardiovascular diagnostic tests. As part of its core proprietary
technology, CardioGenics has also developed a proprietary method for silver
coating paramagnetic microspheres (a fundamental platform component of
immunoassay equipment), which improve instrument sensitivity to light.
CardioGenics' principal offices are located in Mississauga, Ontario,
Canada.
3

text:
JAG
Media Holdings, Inc.

text: CardioGenics Inc.

text: JAG Media Holdings, Inc.

text: CardioGenics Inc.

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: Yahia Gawad

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: Yahia Gawad

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: JAG Media Holdings, Inc.

text:
JAG Media
Holdings, Inc.

text: CardioGenics

text: CardioGenics Inc.

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics

text: CardioGenics


text:
EX-99.1
4
a19-3724_2ex99d1.htm
EX-99.1
Exhibit 99.1
Twilio Completes Acquisition of SendGrid
SAN FRANCISCO, Feb. 1, 2019
- Twilio (NYSE:TWLO), the leading cloud communications platform, today announced the successful completion of its previously announced acquisition of SendGrid, Inc., the leading email API platform. This follows approval by the stockholders of both companies at separate meetings on Jan. 30, 2019. This transaction is valued at approximately $3 billion. Based on the closing price of Twilio Class A common stock on Jan. 31, 2019 and the exchange ratio of 0.485 shares of Twilio Class A common stock per share of SendGrid common stock, SendGrid stockholders received approximately $53.99 of aggregate value per share of SendGrid common stock. As a result of the acquisition, shares of common stock of SendGrid ceased trading prior to the open of the market on Feb. 1, 2019 and will no longer be listed on the New York Stock Exchange.
"Effective customer engagement is a strategic imperative for every company. With SendGrid now a part of Twilio, our goal is to provide a complete platform for every form of customer engagement", said Jeff Lawson, Twilio co-founder and CEO. "Through our mutual developer-first approach, we empower the builders of the world to create magical customer experiences unique to every interaction".
SendGrid will operate as a wholly owned subsidiary of Twilio and will continue to be led by SendGrid CEO Sameer Dholakia, reporting to Lawson.
"Together, we serve more than 140,000 active customer accounts and power more than 600 billion annualized interactions each year. We have a shared vision, a shared model and shared values that will set us up for success", said Dholakia. "As we join forces today, I'm more confident than ever that we can accelerate our vision of creating one unquestioned platform of choice for developers and companies around the world and help them transform the way they engage with their customers".
Together, this acquisition will provide developers and companies:
·
Access to the single, best-in-class platform to manage all important communication channels: voice, messaging, video and now, email;
·
Unmatched scalability and reliability to ensure their businesses are supported as they grow; and
·
The ability to deliver consistent and personalized messaging based on the customers' preferred form of communication.
"As a customer of both Twilio and SendGrid, we couldn't be more excited for two of the leading customer communication platforms in the market to come together", said Matthew Daimler, VP of Strategic Initiatives at Zillow Group. "Purchasing a home is one of the most important decisions that a person will make in their lifetime therefore, our customers expect to communicate with our realtors in a timely and personalized manner whether it be via phone, text or email. Having one seamless customer communication platform that offers omnichannel engagement transforms the way we interact with our customers".
"The acquisition of SendGrid signals that Twilio is redefining its position in the market, enhancing its customer engagement capabilities with a comprehensive omnichannel offering", said Raul Castanon-Martinez, senior analyst, 451 Research. "The deal should also help cement its position in the enterprise. This could give Twilio added momentum for expanding its customer base and support continued revenue growth".
With SendGrid, developers and businesses can use Twilio to reach their customers over any channel - voice, SMS, Facebook Messenger, WhatsApp, video, and now email. Across a wide variety of customer touchpoints, companies can now trust one platform to deliver the right communication, on the right channel, without having to setup different vendors for each approach.
"As the leading independent provider of identity for the enterprise, Okta enables organizations to secure and manage their workforces while transforming their customers' identity experience", said Hector Aguilar, CTO of Okta. "We have built a seamless, easy-to-use service that leverages email, messaging and voice for notifications and verification actions with our customers. Twilio's and SendGrid's services truly are mission-critical to our business, making the acquisition an opportunity for greater innovation and long-term benefits to joint customers like Okta".
About Twilio
Millions of developers around the world have used Twilio to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, video and email by virtualizing the world's communications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world's most demanding applications. By making communications a part of every software developer's toolkit, Twilio is enabling innovators across every industry - from emerging leaders to the world's largest organizations - to reinvent how companies engage with their customers.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. The words such as "will", "expected", "could", and similar phrases that denote future expectations or intent are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements are based on management's current expectations, assumptions, estimates and beliefs. While Twilio believes these expectations, assumptions, estimates and beliefs are reasonable, such forward-looking statements are only predictions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: adverse changes in general economic or market conditions; changes in the market for communications; Twilio's ability to adapt its products to meet evolving market and customer demands and rapid technological change; Twilio's ability to generate sufficient revenues to achieve or sustain profitability; Twilio's ability to retain customers and attract new customers; Twilio's limited operating history, which makes it difficult to evaluate its prospects and future operating results; Twilio's ability to effectively manage its growth; Twilio's ability to compete effectively in an intensely competitive market, and risks that the anticipated benefits of the acquisition of SendGrid may not be fully realized or may take longer to realize than expected.
The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in Twilio's most recent filings with the Securities and Exchange Commission. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Twilio makes with the Securities and Exchange Commission from time to time. Forward-looking statements speak only as of the date such statements are made. Except as required by law, Twilio undertakes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
# # #
Twilio Media:
press@twilio.com
Twilio Investor Relations:
IR@twilio.com

text: Twilio

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text: Twilio

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text: SendGrid

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text: SendGrid

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text: SendGrid

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text: Twilio

text: Twilio

text: Twilio

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text: Twilio

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text: Twilio

text: Twilio

text: Twilio

text: Twilio

text: SendGrid

text: Twilio

text: Twilio

text: Twilio

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text:
EX-99.1
2
e605896_ex99-1.htm
Unassociated Document
Exhibit
99.1
Gulf
Resources, Inc.
David
Wong, VP of Finance
E-mail:
davidw@gulfresourcesinc.cn
gfre.2008@yahoo.com
CCG Investor Relations
Mr. Crocker Coulson, President
Phone: +1-646-213-1915
E-mail:
crocker.coulson@ccgir.com
Helen Xu
E-mail: xuhy@gulfresourcesinc.cn
beishengrong@163.com
Website:
http://www.gulfresourcesinc.cn/
Ms. Linda Salo,
Financial Writer
Phone: +1-646-922-0894
E-mail:
linda.salo@ccgir.com
Website:
http://www.ccgirasia.com/
Gulf
Resources Completes Acquisition of Manufacturing Assets in
September
New York & Shandong Province,
October 2, 2009
- Gulf Resources, Inc. (OTC BB: GFRE) ("Gulf Resources"
or the "Company"), a leading manufacturer of bromine, crude salt and specialty
chemical products in China, announced today that the Company on September 25,
2009 completed transfer of ownership of bromine and crude salt manufacturing
assets, for which it entered into an asset purchase agreement on September 7,
2009. On September 30, the Company paid the remaining 70% consideration of the
$11.5 million cash payment, upon which the transaction closed.
With
support from the sellers of the assets, the Company signed a land lease
agreement with local authorities and obtained the required land use rights for
the property. The Company expects to start operations using the newly acquired
assets by the end of November 2009, after completing maintenance and
upgrade.
In
addition to the cash consideration, the Company will issue 4,229,366 shares of
common stock, priced at $1.163 per share and equal to approximately $4.9
million, to the sellers of the assets.
About
Gulf Resources, Inc.
Gulf
Resources, Inc. operates through two wholly-owned subsidiaries, Shouguang City
Haoyuan Chemical Company Limited ("SCHC") and Shouguang Yuxin Chemical Industry
Co., Limited ("SYCI"). The Company believes that it is one of the largest
producers of bromine in China. Elemental Bromine is used to manufacture a wide
variety of compounds utilized in industry and agriculture. Through SYCI, the
Company manufactures chemical products utilized in a variety of applications,
including oil & gas field explorations and as papermaking chemical agents.
For more information about the Company, please visit
www.gulfresourcesinc.cn
Forward-Looking
Statements
Certain
statements in this news release contain forward-looking information about Gulf
Resources and its subsidiaries business and products within the meaning of Rule
175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange
Act of 1934, and are subject to the safe harbor created by those rules. The
actual results may differ materially depending on a number of risk factors
including, but not limited to, the general economic and business conditions in
the PRC, future product development and production capabilities, shipments to
end customers, market acceptance of new and existing products, additional
competition from existing and new competitors for bromine and other oilfield and
power production chemicals, changes in technology, the ability to make future
bromine asset purchases, and various other factors beyond its control. All
forward-looking statements are expressly qualified in their entirety by this
Cautionary Statement and the risks factors detailed in the Company's reports
filed with the Securities and Exchange Commission. Gulf Resources undertakes no
duty to revise or update any forward-looking statements to reflect events or
circumstances after the date of this release.
###

text:
Gulf
Resources, Inc.

text:
David
Wong

text: Crocker Coulson

text: Linda Salo

text: Resources

text: Gulf Resources, Inc.

text: Gulf Resources, Inc.

text:
Gulf
Resources, Inc.


text:
EX-99.1
4
amacore_8k-ex9901.htm
PRESS RELEASE
amacore_8k-ex9901.htm
Exhibit 99.1
Company
Contact:
Jay
Shafer, President
The
Amacore Group, Inc.
Investor
Relations Contact:
Seventh
Circle Consulting, LLC
Christine
Petraglia - 646-354-8886
FOR
IMMEDIATE RELEASE
THE
AMACORE GROUP, INC. ACQUIRES
US
HEALTH BENEFITS GROUP, INC.
LAKE MARY, FL, April 2, 2008
-- The Amacore Group, Inc., (OTC BB: ACGI), a leader in providing
health-related membership benefit programs, insurance programs, and other
innovative and high-quality solutions to individuals, families and employer
groups nationwide, today announced that on March 31, 2008, the Company made an
important and strategic acquisition of US Heath Benefits Group, Inc. (USHBG), a
call center-based marketing company.
Through
its inbound telemarketing division comprised of multiple call centers (over
fifty seats), USHBG engages in the marketing of association membership programs
and health insurance plans to individuals and families throughout the United
States. In addition, it utilizes its proprietary call center software
application (LeadMaster) to connect consumers who are searching online for a
health care quote with sales agents in one of its multiple call centers for
sales agents to service customers. For purposes of the acquisition, the
parties valued USHBG at $14,300,000 and the consideration for the
acquisition was comprised of a combination of cash and stock..
The USHBG
Pompano-based group includes three companies:
·
US
Healthcare Plans, Inc, a health benefit discount plan marketing
company;
·
On
The Phone, Inc., a consulting company;
and
·
US
Health Benefits Group, Inc., a health benefit plan marketing
company.
With a
proven track record of profitability, USHBG currently markets Amacore's
wholly-owned subsidiary LifeGuard Benefit Services, Inc.'s DirectMed association
membership programs generating approximately $1 million a month in gross revenue
for LifeGuard, resulting in $500,000 per month in revenue to USHGB.
Howard
Knaster, founder and President of USHBG said, "I am very excited about
joining Amacore and their management team in an effort to be a
part of their well-respected organization. I believe Amacore's product
line is exactly what my company needs to increase sales and take my
existing business to the next level. The biggest challenge for my company
the past two years has been obtaining a solid line of products and services to
attract and maintain a solid customer base. US Health Benefits
Group's sales staff now can offer Amacore's vast array of quality
products and services along with its administration support staff, which will
benefit our customers tremendously. In addition, since we are already
aggressively marketing Amacore's and LifeGuard's vast array of products, there
is absolutely no lag time in implementation and integration of our combined
resources".
Jay
Shafer, President of The Amacore Group, said, "We are extremely excited about
the addition of USHBG to the Amacore team and the capabilities Howard brings to
the marketing efforts of Amacore. This further demonstrates our
commitment to building a nationwide distribution system for health care
products. Not only does this enhance our call center capabilities,
but it broadens Amacore's base by providing a source for lead generation that
can be expanded across all of Amacore's distribution channels and thereby
increasing sales company wide. This is a very exciting time to be
part of the Amacore family of companies".
About The Amacore Group,
Inc.
The
Amacore Group, Inc. (www.amacoregroup.com) offers innovative and affordable
healthcare solutions to families, individuals, small and large employer groups,
and association markets through a wide array of unique products, benefits and
services created for the consumer driven healthcare market. The Company also
offers a unique and proprietary administrative system that supports call center
management, agent distribution and affinity marketing for all levels of product
delivery and reporting. Amacore has created several limited medical programs
that include its new Diamond Series and Discount Medical programs, featuring
Smarthealth Plus and Smarthealth Premier, which expand the Company's offerings
beyond its very successful eye care program, Eye Care International
(www.ecivisionplan.com). These new programs offer discounts on quality hearing,
dental, vision and doctor visits, among other benefits. Amacore is aggressively
signing distribution and sales contracts with marketing companies to offer these
programs nationwide. Through its wholly-owned subsidiary, LifeGuard Benefit
Solutions, Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to expanding its
own call center capability through its wholly-owned subsidiary, JRM Benefits
Consultants, LLC and USHBG.
Zurvita,
Inc., Amacore's newly formed, wholly-owned subsidiary specializing in direct to
consumer multi-level marketing, provides yet another channel for Amacore's
ever-increasing range of healthcare and healthcare-related
products.
This press release contains
forward-looking statements that are subject to risks and uncertainties. These
forward-looking statements include information about possible or assumed future
results of our business, financial condition, liquidity, results of operations,
plans and objectives. In some cases, you may identify forward-looking statements
by words such as "may", "should", "plan", "intend", "potential", "continue,"
"believe", "expect", "predict", "anticipate" and "estimate", the negative of
these words or other comparable words. These statements are only predictions.
One should not place undue reliance on these forward-looking statements. The
forward-looking statements are qualified by their terms and/or important
factors, many of which are outside the Company's control, involve a number of
risks, uncertainties and other factors that could cause actual results and
events to differ materially from the statements made. The forward-looking
statements are based on the Company's beliefs, assumptions and expectations of
our future performance, taking into account information currently available to
the Company. These beliefs, assumptions and expectations can change as a result
of many possible events or factors, including those events and factors described
in "Risk Factors" in the prospectus, not all of which are known to the Company.
Neither the Company nor any other person assumes responsibility for the accuracy
or completeness of these statements. The Company will update the information in
this press release only to the extent required under applicable securities laws.
If a change occurs, the Company's business, financial condition, liquidity and
results of operations may vary materially from those expressed in the
aforementioned forward-looking
statements.

text:
Jay
Shafer

text:
The
Amacore Group, Inc.

text:
THE
AMACORE GROUP, INC.

text:
US
HEALTH BENEFITS GROUP, INC.

text: The Amacore Group, Inc.

text: US Heath Benefits Group, Inc.

text:
US
Health Benefits Group, Inc.

text:
Howard
Knaster

text:
Jay
Shafer

text:
The Amacore Group,
Inc.

text:
The
Amacore Group, Inc.


text:
EX-99.1
2
exhibit_99-1.htm
FUEGO ENTERTAINMENT ISSUES LETTER OF INTENT TO ACQUIRE 14 TELEVISION STATIONS AND DELAYS THE LAUNCHING OF THE TELEVISION STATION IN PUERTO RICO
Fuego Entertainment Issues Letter of Intent to Acquire 14 Television Stations
and Delays the Launching of the Television Station in Puerto Rico
Fuego
Entertainment Issues Letter of Intent to Acquire 14 Television Stations and
Delays the Launching of the Television Station in Puerto
Rico
MIAMI,
August 24, 2006 -- Fuego Entertainment, Inc. (OTC Bulletin Board: FUGO) today
announced that it has issued a letter of intent to acquire 14 television
stations for a total consideration of $11 million in cash and stock, including
the assumption of liabilities. As part of its commitment to acquire these
assets, Fuego will place 1 million shares of the Company's Rule 144 common stock
in third-party escrow. The transaction is subject to a 60-day due diligence
period and approval by the FCC.
Additionally,
Fuego has announced that management has decided to postpone the launch of the
television station in Puerto Rico for a few weeks. Delaying the launch of this
station allows the Company to restructure its format for a Spanish language
network rather than a single station.
"With
the
proposed acquisition of the 14 TV stations, Fuego is positioned to become one
of
the largest television broadcasters of Spanish-speaking media", said Hugo
Cancio, CEO. "We will need to tailor each station to meet its market
demographics and lay a plan that accomplishes the goal of leading Fuego to
becoming a strong media player with further station acquisitions".
"Management's
decision to get into station ownership will provide an immediate operating
base
to develop", stated Felix Danciu, board member. "It is important that the
Company realize its vision through organic growth, internal development, and
making value-added acquisitions that expand its markets".
The
14
antennas are located in Alabama, Illinois, Iowa, North Carolina, Florida,
Kentucky, Tennessee, Georgia, and Louisiana. The transaction will be treated
as
an asset acquisition.
Fuego
Entertainment is primarily engaged in directing, producing, marketing, and
distributing entertainment products, including feature and short films,
documentaries, television shows, music, and tour productions.
This
press release contains statements, which may constitute forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform
Act
of 1995. Those statements include statements regarding the intent, belief or
current expectations of Fuego Entertainment, Inc., members of their management,
and assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking
statements.
CONTACT:
Fuego Entertainment, Inc., Dan York, Investor Relations, 214 675-2531,
ir@fuegoentertainment.net

text: FUEGO ENTERTAINMENT

text: 14 TELEVISION STATIONS

text: Fuego Entertainment

text: 14 Television Stations

text:
Fuego
Entertainment

text: 14 Television Stations

text: Fuego Entertainment, Inc.

text:
14 television
stations

text:
Hugo
Cancio

text:
Fuego
Entertainment

text: Fuego Entertainment, Inc.

text: Fuego Entertainment, Inc.


text:
EX-99.1
5
a99-1pressreleaseofthomasp.htm
PRESS RELEASE SEPTEMBER 19, 2012
99 - 1 Press Release of Thomas Properties Group, Inc. dated September 19, 2012
Exhibit 99.1
THOMAS PROPERTIES GROUP, INC. ANNOUNCES ACQUISITION OF OF AUSTIN OFFICE PORTFOLIO
LOS ANGELES-Business Wire-September 19, 2012-Thomas Properties Group, Inc. (NASDAQ: TPGI) today announced that it and California State Teachers' Retirement System ("CalSTRS") have jointly acquired an eight-building, three million-square-foot portfolio of office properties in downtown and suburban Austin, Texas. The portfolio was purchased from TPG-Austin Portfolio Syndication Partners, a venture among Lehman Brothers Holdings Inc. (50%), an offshore sovereign wealth fund (25%) and TPG/CalSTRS, LLC (25%).
Thomas Properties Group and CalSTRS have formed a new venture, known as TPG/CalSTRS Austin, LLC, to own the Austin portfolio. Thomas Properties Group's subsidiary is the managing member with a 50% interest and CalSTRS owns the remaining 50% interest.
Concurrently, Thomas Properties Group has entered into an agreement with an affiliate of Madison International Realty whereby its affiliate will acquire a one-third interest in Thomas Properties Group's subsidiary that owns the interest in TPG/CalSTRS Austin, LLC. Thomas Properties Group is the managing member of the subsidiary and will act on its behalf as the manager of TPG/CalSTRS Austin, LLC.
The portfolio was purchased for $859 million before prorations and adjustments. As part of the purchase price, TPG/CalSTRS Austin, LLC assumed five existing first mortgage loans totaling $626 million. The transaction reduced the existing leverage on the portfolio by repaying approximately $200 million owed to Lehman Commercial Paper, Inc. Thomas Properties Group retains all operating responsibilities for the properties and the existing Austin leasing and management team will remain in place.
Thomas Properties Group Chairman and CEO James Thomas said "In keeping with our strategic plan to acquire wholly-owned or equally-controlled properties that are accretive to our after tax cash flow, we are pleased with the opportunity to increase our investment in Austin and more particularly, in a group of assets that we consider to be crown jewels. We are very encouraged by the continued strength in the Austin market and the prospects for future growth".
"These are dynamic properties in a fast-growing market that continues to demonstrate strong fundamentals", said Ronald Dickerman, president of Madison International Realty. "The portfolio fits well with Madison's investment strategy focusing on the acquisition of partial interests in core assets".
The Austin portfolio includes five downtown Austin properties known as Frost Bank Tower, 300 West 6th Street, One American Center, San Jacinto Center and One Congress Plaza, as well as three suburban properties known as Westech 360, Park Centre and Great Hills Plaza in Northwest Austin. Separately, Thomas Properties Group also owns Four Points Centre in Far Northwest Austin and operates downtown's 816 Congress and Austin Center for owner Lehman Brothers Holdings Inc.
About Thomas Properties Group, Inc.
Thomas Properties Group, Inc., based in Los Angeles, is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. The company's primary areas of focus are the acquisition and ownership of premier properties, both on a consolidated basis and through its strategic joint ventures, property development and redevelopment, and property management and leasing activities. For more information about Thomas Properties Group, Inc., please visit www.tpgre.com.
About Madison International Realty
Madison International Realty (www.madisonint.com) is a leading liquidity provider to real estate investors and companies worldwide. Madison provides strategic equity capital for recapitalizations, partner buyouts and balance
sheet restructurings through the acquisition of joint venture, limited partner and co-investment interests as principals and invests in equity securities of undervalued public companies. With approximately $1 billion in assets under management, Madison invests in direct secondary transactions and directly in companies focused on Class A properties and portfolios in the U.S., U.K., and Western Europe. Founded in 1996, Madison has offices in New York, London and Frankfurt, Germany.
About the California State Teachers' Retirement System
The California State Teachers' Retirement System, with a portfolio valued at $152.1 billion as of July 31, 2012, is the largest teacher pension fund and second largest public pension fund in the United States. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans, as well as disability and survivor benefits. CalSTRS serves California's 856,000 public school educators and their families from the state's 1,600 school districts, county offices of education and community college districts.
Forward Looking Statements
Statements made in this press release that are not historical may contain forward-looking statements. Although TPGI believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. Factors that could cause actual results to differ materially from TPGI's expectations include actual and perceived trends in various national and economic conditions that affect global and regional markets for commercial real estate services (including interest rates), the availability of credit and equity investors to finance commercial real estate transactions, our ability to enter into or renew leases at favorable rates, which can be impacted by the financial condition of our tenants, risks associated with the success of our development and property redevelopment projects, general volatility in the securities and credit markets, and the impact of tax laws affecting real estate. For a discussion of some of the factors that may cause our results to differ from management's expectations, see the information under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2011 and our subsequent Form 10-Q quarterly reports, each of which is filed with the Securities and Exchange Commission. TPGI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
###
Investor Relations Contact:
Thomas Properties Group, Inc.
Diana Laing
Chief Financial Officer
213-613-1900
Media Contact:
Casey & Sayre
Karen Diehl
310-473-8090
For Madison International Realty:
Michelle Manoff
Rubenstein Public Relations
212-843-8051
mmanoff@rubensteinpr.com

text: Thomas Properties Group, Inc.

text: THOMAS PROPERTIES GROUP, INC.

text: Thomas Properties Group, Inc.

text: CalSTRS

label: fund

override: fund

text: Thomas Properties Group

text: CalSTRS

text: Thomas Properties Group

text: CalSTRS

text: Thomas Properties Group

text: Thomas Properties Group

text: Thomas Properties Group

text: Thomas Properties Group

text: Thomas Properties Group

text: Ronald Dickerman

text: Thomas Properties Group

text: Thomas Properties Group, Inc.

text: Thomas Properties Group, Inc.

text: Thomas Properties Group, Inc.

text: CalSTRS

text: CalSTRS

text: Thomas Properties Group, Inc.

text: Diana Laing


text:
EX-99.1
2
a5428330ex99_1.txt
EXHIBIT 99.1
Exhibit 99.1
Greatbatch Announces Completion of Enpath Medical Acquisition
CLARENCE, N.Y.--(BUSINESS WIRE)--June 18, 2007--Greatbatch, Inc.
(NYSE: GB) announced today that it has successfully completed its
previously announced acquisition of Enpath Medical, Inc.
Greatbatch's acquisition of Enpath Medical was structured as a
cash tender offer for the outstanding shares of Enpath Medical
followed by the merger of a Greatbatch acquisition subsidiary with and
into Enpath Medical, resulting in Enpath Medical becoming a wholly
owned, indirect subsidiary of Greatbatch. In the merger, outstanding
Enpath Medical shares not tendered in the tender offer were converted
into the right to receive $14.38 per share, in cash, without interest
and less any required withholding taxes.
About Greatbatch
Greatbatch, Inc. is a leading developer and manufacturer of
critical components used in implantable medical devices and other
technically demanding applications.
About Enpath Medical
Enpath Medical, Inc., headquartered in Plymouth, Minnesota, is a
leader in the design, development, manufacture and marketing of
percutaneous delivery systems and stimulation leads technologies. Its
proprietary products include venous vessel introducers, articulating
and fixed curve delivery catheters, epicardial and endocardial
stimulation leads, and other products for use in pacemaker,
defibrillator, catheter and infusion port procedures as well as
neuromodulation markets. Its products, which are primarily finished
goods, are sold worldwide through partnering relationships with other
medical device companies.
CONTACT: Greatbatch, Inc.
Anthony Borowicz
Treasurer and Director, Investor Relations
716-759-5809
tborowicz@greatbatch.com

text: Greatbatch

text: Enpath Medical

text: Greatbatch

text: Enpath Medical

text: Greatbatch

text: Enpath Medical

text: Enpath Medical

text: Greatbatch

text: Enpath Medical

text: Enpath Medical

text: Greatbatch

text: Enpath Medical

text: Greatbatch

text: Greatbatch

text: Enpath Medical

text: Enpath Medical

text: Greatbatch

text: Anthony Borowicz


text:
EX-99.1
6
pky-20131219x8kxex991.htm
EXHIBIT 99.1
PKY-2013.12.19-8K-EX 99.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PARKWAY PROPERTIES, INC. AND THOMAS PROPERTIES GROUP,
INC. COMPLETE MERGER VALUED AT $1.2 BILLION
ORLANDO, FLORIDA - December 20, 2013 - Parkway Properties, Inc. (NYSE:PKY) (Parkway) today announced the completion of the merger with Thomas Properties Group, Inc. (NYSE: TPGI) (Thomas Properties) valued at approximately $1.2 billion. The transaction was approved by stockholders of each company at their respective stockholder meetings on December 17, 2013. The combined company will continue to trade under Parkway's existing ticker symbol, PKY, on the New York Stock Exchange.
As a result of the merger, each former share of Thomas Properties common stock has been converted into 0.3822 of a newly issued share of Parkway common stock and each former share of Thomas Properties limited voting stock has been converted into 0.3822 of a newly issued share of Parkway limited voting stock. Former Thomas Properties stockholders hold approximately 25% of the combined company's equity, with continuing Parkway stockholders holding approximately 75% of the combined company's equity. Effective with the close of the market today, Thomas Properties' shares of common stock will no longer be traded on the New York Stock Exchange.
James R. Heistand, President and Chief Executive Officer of Parkway, stated, We are thrilled to have completed this transaction as it represents a major step forward in Parkway's long-term strategy to be the premier owner and operator of Class A office buildings in the Sunbelt. We are excited to add these ten high-class buildings to our portfolio, as they will strengthen our position in the Houston market and provide entry to the Austin market with scale. We are confident that we will be able to capitalize on the strong office fundamentals in these two markets and successfully implement our local market operational strategy to unlock additional value at the assets.
Parkway also announced that it completed the sale of Thomas Properties' ownership interest in two office properties located in Philadelphia, Pennsylvania known as Commerce Square to Brandywine Realty Trust (NYSE:BDN) (Brandywine), based on a gross property value of approximately $331.8 million. Additionally, Parkway announced that it completed the sale of Thomas Properties' Four Points Centre and a contiguous land parcel located in Austin, Texas to Brandywine for a gross sale price of approximately $47.3 million. Parkway received approximately $93.5 million in net proceeds from the sale of these assets.
James A. Thomas, the former Chairman, President and Chief Executive Officer of Thomas Properties, has joined Parkway's board of directors and will serve as Chairman of the board. I am very pleased with the completion of this transaction which brings together these two entities and results in a strong company with an attractive portfolio in desirable markets, stated Mr. Thomas. Parkway's current executive officers will continue as the executive officers of the combined company.
Advisors
BofA Merrill Lynch served as exclusive financial advisor to Parkway, and Hogan Lovells US LLP acted as its legal counsel. Morgan Stanley & Co. LLC served as exclusive financial advisor to Thomas Properties, and Skadden, Arps, Slate, Meagher & Flom LLP acted as its legal counsel.
About Parkway Properties
Parkway Properties, Inc. is a fully integrated, self-administered and self-managed real estate investment trust specializing in the acquisition, ownership and management of quality office properties in higher growth submarkets in the Sunbelt region of the United States. Parkway owns or has an interest in 43 office properties located in eight states with an aggregate of approximately 12.6 million square feet at October 1, 2013. Parkway also offers fee-based real estate services which manage and/or lease approximately 11.7 million square feet for third parties as of October 1, 2013. Additional information about Parkway is available on the company's website at www.pky.com.
Forward Looking Statement
Certain statements in this release that are not in the present or past tense or discuss Parkway's expectations (including the use of the words anticipate, believe, forecast, intends, expects, project, or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon Parkway's current belief as to the outcome and timing of future events. Examples of forward-looking statements include projected net operating income, cap rates, internal rates of return, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, expectations as to the timing of closing of acquisitions, dispositions, or other transactions, and descriptions relating to these expectations. There can be no assurance that future developments affecting Parkway will be those anticipated by Parkway. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of Parkway) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets; the actual or perceived impact of U.S. monetary policy; the demand for and market acceptance of Parkway's properties for rental purposes; the ability of Parkway to enter into new leases or renewal leases on favorable terms; the amount and growth of Parkway's expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions in those areas where Parkway owns properties; risks associated with joint venture partners; the risks associated with the ownership and development of real property; the failure to acquire or sell properties as and when anticipated; termination of property management contracts; the bankruptcy or insolvency of companies for which Parkway provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting Parkway; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate pending transactions; risks associated with acquisitions, including the integration of Thomas Properties Group, Inc.'s businesses; risks associated with achieving expected synergies or cost savings; and other risks and uncertainties detailed from time to time in Parkway's Securities and Exchange Commission filings. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Parkway's business, financial condition, liquidity, cash flows and results could differ materially from those expressed in the forward-looking statements. Any forward looking statements speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Parkway does not undertake to update forward-looking statements except as may be required by law.
Contact:
Ted McHugh
Director of Investor Relations
(407) 650-0593

text: PARKWAY PROPERTIES, INC.

text:
THOMAS PROPERTIES GROUP,
INC.

text: Parkway Properties, Inc.

text: Parkway

text: Thomas Properties Group, Inc.

text: Thomas Properties

text: Parkway

text: Thomas Properties

text: Parkway

text: Thomas Properties

text: Parkway

text: Thomas Properties

text: Parkway

text: Thomas Properties

text: James R. Heistand

text: Parkway

text: Parkway

text: Parkway

text: Thomas Properties

text: Parkway

text: Thomas Properties' Four Points Centre

text: Parkway

text: Thomas Properties

text: Parkway

text: Parkway

text: BofA Merrill Lynch

text: Parkway

text: Hogan Lovells US LLP

text: Morgan Stanley & Co. LLC

text: Thomas Properties

text: Parkway Properties, Inc.

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Parkway

text: Thomas Properties Group, Inc.

text: Parkway

text: Parkway

text: Parkway


text:
EX-99
8
nyc555957.txt
EXHIBIT 99.1
Exhibit 99.1
Graham Packaging Acquires Owens-Illinois Blow-Molded Plastic Container Business
YORK, Pa., Oct. 7 /PRNewswire/ -- Graham Packaging Company, L.P. today
announced that it has completed its acquisition of the blow-molded plastic
container business of Owens-Illinois, the world's largest manufacturer of
glass containers, at a price of approximately $1.2 billion.
The purchase positions Graham Packaging to become a leading global producer of
value-added blow-molded plastic packaging.
"We are extremely pleased to complete this transaction and we will now begin
to rapidly integrate these two first-class companies", said Graham Packaging
Chairman and CEO Philip R. Yates. "We are delighted to welcome the
Owens-Illinois plastic blow-molding team to join and strengthen our effort to
become the clear customer-preferred global leader in value-added, technology-
based plastic packaging.
"We appreciate all the support we have received from employees, customers,
suppliers and the financial community for making this combination a reality.
O-I's plastic container business is an industry leader and a great company.
This business is a good match with Graham Packaging in terms of its emphasis
on technology, commitment to high quality, and its culture of customer
service", said Yates. "Our customers will enjoy the benefits of more resources
resulting in even better value in terms of products, services, and innovative
technology".
Graham Packaging Company, L.P., based in York, Pennsylvania, USA, is a
worldwide leader in the design, manufacture and sale of technology-based,
customized blow-molded plastic containers for the branded food and beverage,
household, specialty container and automotive lubricants markets. The company,
subsequent to the acquisition of O-I's plastic container business, will employ
approximately 9,000 people at 90 plants throughout North America, Europe and
South America. It produced more than 16 billion units and had total worldwide
net sales of $2.1 billion over the last 12 months ending in June 2004 on a pro
forma basis. The Blackstone Group of New York is the majority owner of Graham
Packaging.
This news release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. The company's
future operating results will be affected by various uncertainties and risk
factors, many of which are beyond the company's control. For a description of
these uncertainties and risk factors, and for a more complete description of
the company's results of operations, see the company's Annual Report on Form
10-K for the year ended December 31, 2003, filed with the Securities and
Exchange Commission.

text: Graham Packaging

text: Graham Packaging Company, L.P.

text: Graham Packaging

text: Graham Packaging

text: Graham Packaging

text: Graham Packaging Company, L.P.

text:
Graham
Packaging


text:
EX-99.1
2
v300929_ex99-1.htm
CONTACTS
From: Anthony J. DeFazio
DeFazio Communications, LLC
tony@defaziocommunications.com
Ph: (484-532-7783)
For: Brian S. Block, EVP & CFO
American Realty Capital Trust III, Inc.
bblock@arlcap.com
Ph: (212-415-6500)
FOR IMMEDIATE RELEASE
American Realty Capital Trust III
Acquires
Express Scripts Building
New York, NY, January 31, 2012
- American
Realty Capital Trust III, Inc. (the "Company") announced that on January 25, 2012, the Company closed its acquisition
of a fee-simple interest in one building located in the Express Scripts headquarters campus in St. Louis, Missouri, at a contract
purchase price of approximately $42.6 million, exclusive of closing costs.
The Express Scripts building contains 227,467 rentable
square feet and is 100% leased to Express Scripts, Inc. (Nasdaq: "ESRX"), which has an investment grade credit rating
as determined by major credit rating agencies. The lease has a 10-year term and expires in January 2022.
As of January 31, 2012, the Company owns 44 properties
which it acquired for $121.3 million, exclusive of closing costs, with a weighted-average remaining lease term of 13.7 years. The
portfolio includes properties leased to eight tenants in seven industries. Seventy percent of the tenants have an investment grade
credit rating as determined by major credit rating agencies. As of January 31, 2012, the Company's leverage ratio, defined
as secured mortgage financings as a percentage of total real estate investments, was 37%. The weighted average interest rate on
mortgage debt was 4.62%.
American Realty Capital Trust III, Inc. is a publicly
registered, non-traded real estate investment program.
To arrange interviews with executives of American Realty
Capital Trust III, Inc. please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.
###

text: American Realty Capital Trust III, Inc.

text: American Realty Capital Trust III

text:
American
Realty Capital Trust III, Inc.

text: American Realty Capital Trust III, Inc.

text:
American Realty
Capital Trust III, Inc.


text:
EX-99.1
2
pressreleaseexhibit.htm
EXHIBIT 99.1
Exhibit
FOR IMMEDIATE RELEASE
COWEN COMPLETES ACQUISITION OF QUARTON INTERNATIONAL, LEADING MIDDLE-MARKET FINANCIAL ADVISORY FIRM
New York, NY, January 3, 2019 - Cowen Inc. (NASDAQ: COWN) ("Cowen" or the "Company") today announced that it has completed its acquisition of Quarton International AG and affiliated Quarton entities (collectively, "Quarton International"), a leading global financial advisory company serving the middle market. The closing of this transaction creates a global, cross-border investment banking platform, with significantly expanded reach in the middle market and a full-service offering of public and private financing solutions across the capital structure.
"Quarton's substantial middle-market advisory business in Europe and the U.S., in combination with Cowen's merger advisory and capital markets franchises, meaningfully scales our advisory business in a manner that will truly benefit our clients", said Jeffrey M. Solomon, Chief Executive Officer of Cowen. "The closing of this transaction is a significant step towards Cowen's goal of growing our higher margin advisory business as well as diversifying our revenues by industry".
Added Larry Wieseneck, Co-President of Cowen and Company, "We are delighted to have the Quarton team join the Cowen family. Driven by a common entrepreneurial philosophy, we share the same client-centric approach. We look forward to delivering the full breadth of our combined platforms to Quarton's clients".
Cowen and Quarton management are implementing a transition and integration plan to provide seamless service to the combined firm's clients. Effective today, Quarton's U.S. operations now operate under the Cowen brand; Quarton Europe is now "Quarton, a Cowen Company".
Cowen acquired 100% of Quarton International's equity interests for upfront consideration of $75 million subject to certain net working capital and other customary adjustments, with additional contingent consideration of $40 million that will become payable dependent on the achievement of certain milestones by Quarton. In addition, Quarton and Cowen have established a retention bonus pool for previous Quarton International employees. All consideration, including pursuant to any employee retention program, is comprised of 80% cash and 20% Cowen Class A common stock.
1 COWEN.COM COWEN COWENRESEARCH COWEN INC. MEMBER: FINRA/SIPC
About Cowen Inc.
Cowen Inc. ("Cowen" or the "Company") is a diversified financial services firm that operates through two business segments: a broker dealer and an investment management division. The Company's broker dealer division offers investment banking services, equity and credit research, sales and trading, prime brokerage, global clearing and commission management services. Cowen's investment management segment offers actively managed alternative investment products. Cowen Inc. focuses on delivering value-added capabilities to our clients in order to help them outperform. Founded in 1918, the firm is headquartered in New York and has offices worldwide. Learn more at Cowen.com.
Contacts
Cowen Media:
Lynda Caravello
+1 646-562-1676
lynda.caravello@cowen.com
Gagnier Communications
Dan Gagnier
+1 646-569-5897
dg@gagnierfc.com
2 COWEN.COM COWEN COWENRESEARCH COWEN INC. MEMBER: FINRA/SIPC

text: COWEN

text: QUARTON INTERNATIONAL

text: Cowen Inc.

text: Cowen

text: Quarton International AG

text: Quarton International

text: Cowen

text: Jeffrey M. Solomon

text: Cowen

text: Cowen

text: Cowen

text: Cowen

text: Cowen

text: Cowen

text: Cowen

text: Cowen

text: Quarton International

text: Cowen

text: Quarton International

text: Cowen

text: COWEN

text: COWEN INC.

text: Cowen Inc.

text: Cowen Inc.

text: Cowen

text: Cowen

text: Cowen Inc.

text: Cowen

text: COWEN

text: COWEN INC.


text:
EX-99.1
2
exhibit991tofeb222022form.htm
EX-99.1
Document
Exhibit 99.1
1 North Brentwood Boulevard
Phone: 314.854.8000
15th Floor
Fax: 314.854.8003
St. Louis, Missouri 63105
www.Belden.com
News Release
Belden Announces Completion of Tripwire Divestiture
St. Louis, Missouri - February 23, 2022 - Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, today announced the completion of the previously announced divestiture of the Company's Tripwire cybersecurity business ("Tripwire") to HelpSystems, a cybersecurity and automation software company, for $350 million in cash.
Roel Vestjens, President and CEO of Belden Inc., said, "We are pleased to announce the completion of this important transaction, which further strengthens our balance sheet and provides significant financial flexibility as we execute our strategic growth plans. Our portfolio of businesses is aligned around the favorable secular trends in industrial automation, broadband & 5G, and smart buildings, and we are excited about our initiatives to drive profitable growth".
Use of Non-GAAP Financial Information
Adjusted results are non-GAAP measures that reflect certain adjustments the Company makes to provide insight into operating results. GAAP to non-GAAP reconciliations accompany the condensed consolidated financial statements included in this release and have been published to the investor relations section of the Company's website at https://investor.belden.com.
Forward-Looking Statements
This release and any statements made by us concerning the subject matter of this release may contain forward-looking statements, including our expectations for the first quarter and full-year 2022, the Tripwire divestiture, and the results of our restructuring program. Forward-looking statements also include any statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. In some cases these statements are identifiable through the use of words such as "anticipate", "believe", "estimate", "forecast", "guide", "expect", "intend", "plan", "project", "target", "can", "could", "may", "should", "will", "would" and similar expressions. Forward-looking statements reflect management's current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the impact of the recent disruptions in the global supply chain, including the inability to obtain components in sufficient quantities on commercially reasonable terms; the lack of certainty as to the duration and magnitude of the impact of COVID-19 and the economic recovery from that impact; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of a challenging global economy or a downturn in served markets; the inability to successfully complete and integrate acquisitions in furtherance of the Company's strategic plan; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials, particularly given the recent increase in inflation and the financial impact if we are not able to pass through cost increases to customers; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to retain key employees; the increased influence of chief information officers on purchasing decisions; disruptions in the Company's information systems including due to cyber-attacks leading to exposures of personally identifiable information; changes in tax laws and variability in the Company's quarterly and annual effective tax rates; the competitiveness of the global markets in which we operate; the presence of substitute products in the marketplace; the increased prevalence of cloud computing; the inability of the Company to develop and introduce new products and competitive responses to our products; the inability to achieve our strategic priorities in emerging markets; the impact of changes in global tariffs and trade agreements; volatility in credit and foreign exchange markets; the presence of activists proposing certain actions by the Company; perceived or actual product failures; risks related to the use of open source software; disruption of, or changes in, the Company's key distribution channels; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; the impact of regulatory requirements and other legal compliance issues; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.
1
For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on February 15, 2022. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.
About Belden
Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial and enterprise markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of audio, video and data needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North America, Europe, Asia, and Africa. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.
Contact:
Belden Investor Relations
314-854-8054
Investor.Relations@Belden.com
2

text: Tripwire

text: Belden Inc.

text: Tripwire

text: Tripwire

text: HelpSystems

text: Roel Vestjens

text: Belden Inc.

text: Tripwire

text: Belden Inc.


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
For Immediate Release
SOLO CUP REDUCES DEBT BY MORE THAN $325 MILLION YEAR-TO-DATE
Company Closes Transactions and Announces Plans to
Consolidate Certain Operations
HIGHLAND PARK, Ill., October 16, 2007 - Solo Cup
Company (the "Company"), a leading provider of disposable foodservice products, today announced several transactions that will both reduce debt and continue to improve the Company's operating performance. First, the Company completed
the previously announced sale of its Hoffmaster
®
business. In addition, Solo has sold its uncoated white paper plate business. After applying net proceeds from these and previous
transactions to its term loan, the Company will have paid down more than $325 million so far this year. Lastly, the Company announced plans to close two facilities, taking advantage of improvements in manufacturing efficiencies gained through its
ongoing Performance Improvement Program.
Hoffmaster Sale Complete
A newly formed affiliate of Kohlberg & Company, LLC ("Kohlberg") has acquired all of the assets of the Company's Hoffmaster business for approximately $170 million. The transaction includes
Hoffmaster's product portfolio of disposable tableware and special occasions consumer products and associated manufacturing equipment, as well as two manufacturing facilities located in Oshkosh and Appleton, Wis., a distribution center located
in Indianapolis, Ind., and a sourcing subsidiary in Hong Kong.
Solo Exits Uncoated White Paper Plate Business
Solo also announced that it has sold its uncoated white paper plate business to AJM Packaging Corporation, a manufacturer of private label disposable paper foodservice
products.
"We made a strategic decision to exit this commodity product line. We remain very committed to our private label business where we can add
value for customers through our unique capabilities", said Robert M. Korzenski, CEO, Solo Cup Company. "We will focus our attention and investment in our decorated and coated white paper plate business, which we believe represents a
stronger growth opportunity for Solo".
"The sale of both the Hoffmaster and uncoated white paper plate businesses illustrates that the Company
is steadily executing its strategy to shed non-core assets in order to reduce debt and increase investment in businesses that truly differentiate Solo", Korzenski continued. "Including the sale-leaseback transaction completed earlier this
year, we have repaid more than $325 million already in 2007 - a remarkable achievement given our financial position just one year ago".
Leominster and Wheeling Facilities to be Closed
Solo also announced today that it intends to close manufacturing facilities in Leominster, Mass., and Wheeling, Ill., and shift production and employment to other manufacturing locations, including North Andover,
Mass., and Chicago, Ill. The Leominster and Wheeling plants are expected to close by December 31, 2007, and February 28, 2008, respectively. The costs associated with these facility closings are expected to be recovered in less than two
years.
"As a result of improved efficiencies across our asset base and the Company's SKU rationalization initiative, we have been able to
streamline our operations", said Peter J. Mendola, Solo's senior vice president of manufacturing. "These closures, which primarily affect our straw and cutlery product lines, will be managed to ensure no disruption to our customers.
Further, given the close proximity of other Solo facilities, we expect a number of our employees to remain with us. Regardless, it is always difficult to implement a decision that will cause disruption for our people. They work hard for us and we
are grateful for their service".
Solo Cup Company is a $2.5 billion company exclusively focused on the manufacture of disposable foodservice products
for the consumer/retail, foodservice and international markets. Solo has broad expertise in paper, plastic and foam disposables and creates brand name products under the Solo and Sweetheart names. The Company was established in 1936 and has a global
presence with facilities in Asia, Canada, Europe, Mexico, Panama and the United States. To learn more about the Company, visit www.solocup.com.
####
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements. Such statements are based on management's current reasonable and good faith expectations. A number of risks and
uncertainties could cause results to differ from forward-looking statements. These risks and uncertainties include, among others, effectively implementing the integrated performance improvement program and other initiatives designed to reduce cost
and improve operating efficiencies, the completion of the plant closures and efficiency gains described herein, the effect of general economic and competitive business conditions, increases in energy, raw material and other manufacturing costs, the
impact of our significant debt on our financial health and operating flexibility, and fluctuations in demand for the Company's products. For further details of these and other risks and uncertainties that may impact forward-looking statements
and the Company's business and financial results, see information set forth under the heading "Risk Factors" in our most recent Quarterly Report filing on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, and in our other filings made from time to time with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements as a result of new information, future events, changed assumptions
or otherwise; and all forward-looking statements speak only as of the time when made.
Media Contacts:
Analyst Contact:
Angie Chaplin, 847-579-3503
Richard Ryan, 847-579-3603
Solo Cup Company
Solo Cup Company
angie.chaplin@solocup.com
richard.ryan@solocup.com
2

text:
Solo Cup
Company

text: Kohlberg & Company, LLC

text: AJM Packaging Corporation

text: Robert M. Korzenski

text: Solo Cup Company

text: Solo Cup Company

text: Solo Cup Company

text: Solo Cup Company