text:
EX-99.1
5
v039932_ex99-1.htm
EX 99.1
EXHIBIT
99.1
Investor
Relations
4/2/2006
Measurement
Specialties Enters High-Precision Temperature Market with Acquisitions of
BetaTHERM Sensors and YSI Temperature
Frank
Guidone, CEO - 973 808-3020 Aimee Boutcher - 973 239-2878
Hampton,
Virginia, April 3, 2006 - Measurement Specialties, Inc. (NASDAQ: MEAS), a
designer and manufacturer of sensors and sensor-based systems, announced
today
it has entered into agreements to acquire two companies in the field of
high-precision temperature sensing for an aggregate purchase price of $52
million. To finance the transactions, the Company expanded its current credit
facility with GE Commercial Finance, JP Morgan Chase Bank and Wachovia Bank,
from $35 million to $75 million.
Measurement
Specialties announced it has signed a definitive agreement to acquire the
capital stock of BetaTHERM Sensors, a temperature sensor company headquartered
in Galway, Ireland, for $38 million ($35 million in cash at close, $2 million
deferred payments and $1million in MEAS shares). Established in 1983, BetaTHERM
designs and manufactures precision thermistors and custom probes used for
temperature sensing in aerospace, biomedical, automotive, industrial and
consumer goods applications.
Measurement
Specialties also announced it has signed a definitive agreement to acquire
the
capital stock of YSI Temperature, a division of Yellow Springs, Ohio-based
YSI
Incorporated, which also manufactures thermistors and custom probes, for
$14
million in cash. YSI Temperature is a leader in the high-precision temperature
market, focusing on engineered solutions for medical/healthcare, aerospace
and
industrial applications.
The
combined acquisitions will establish the basis of a newly formed Temperature
product line within MEAS. The group will focus on high-precision, application
engineered solutions. For the 12 months ended March 31, 2006, the group will
have combined annual proforma sales of approximately $36 million, and will
generate approximately $7.5 million in proforma earnings before interest,
taxes,
depreciation and amortization (EBITDA). The Company anticipates closing both
transactions on or before Tuesday.
"I
am
extremely pleased to announce the acquisitions of BetaTherm and YSI
Temperature", commented Frank Guidone, Company CEO. "Temperature sensing is the
most commonly measured physical characteristic, and has been a gap in our
portfolio. The combined strength of BetaTHERM and YSI Temperature will make
MEAS
a formidable player in the high-precision market. Strong synergies between
both
companies, as well as with MEAS, make this a very strategic addition. Both
companies are financial stable, and we anticipate the new product line to
be
immediately accretive to earnings".
Terence
Monaghan, BetaTHERM CEO added, "The BetaTHERM team is delighted to be joining
MEAS. The strength of its position in the sensor industry, coupled with its
global resources, will significantly enhance BetaTHERM and our ability to
set
the standard in the customised, high-precision temperature
marketplace".
YSI
Inc.
President and CEO Rick Omlor stated, "After closely examining our portfolio and
strategically reviewing key product lines, we recognized that what we do
best is
instrumentation, systems, and services. As such YSI's strongest growth
opportunities are in the environmental business, where we have chosen to
dedicate the necessary investments in new technology and acquisitions. Also
we
concluded that the interests of our temperature components group would be
better
served with a company like Measurement Specialties, which can grow and invest
in
this business".
The
Company will host a teleconference to discuss the transactions and financing
agreement on Tuesday, April 4, 2006 at 4:15 PM (Eastern Time). To participate
please dial (800) 230-1951. International callers should dial (612) 332-0932.
Interested parties may also listen via the Internet at:
www.investorcalendar.com. The call will be available for replay for 30 days
through AT&T by dialing (800) 475-6701 (US dialers) or (320) 365-3844
(international callers), then entering access code 824990, or at
www.investorcalendar.com, or on the company's website at
www.meas-spec.com.
About
Measurement Specialties. Measurement Specialties, Inc. (MEAS) designs and
manufactures sensors and sensor-based systems to measure precise ranges of
physical characteristics such as pressure, force, vibration, position, humidity,
temperature and photo optics. MEAS uses multiple advanced technologies -
including piezoresistive, electro-optic, electro-magnetic, capacitive,
application specific integrated circuits (ASICs), micro-electromechanical
systems (MEMS), piezoelectric polymers and strain gauges - to engineer sensors
that operate precisely and cost effectively.
This
release includes forward looking statements within the meaning of Section
27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
and
Exchange Act of 1934, as amended, including but not limited to, statements
regarding non-recurring expenses, and resolution of pending litigation. Forward
looking statements may be identified by such words or phases "should",
"intends", "expects", "will", "continue", "anticipate", "estimated",
"projected", "may", "we believe", "future prospects", or similar expressions.
The forward-looking statements above involve a number of risks and
uncertainties. Factors that might cause actual results to differ include,
but
are not limited to, success of any reorganization; ability to raise additional
funds; conditions in the general economy and in the markets served by the
Company; competitive factors, such as price pressures and the potential
emergence of rival technologies; interruptions of suppliers' operations
affecting availability of component materials at reasonable prices; timely
development and market acceptance, and warranty performance of new products;
success in integrating acquired businesses; changes in product mix, costs
and
yields, fluctuations in foreign currency exchange rates; uncertainties related
to doing business in Hong Kong and China; and the risk factors listed from
time
to time in the Company's SEC reports. The Company from time-to-time considers
acquiring or disposing of business or product lines. Forward-looking statements
do not include the impact of acquisitions or dispositions of assets, which
could
affect results in the near term. Actual results may differ materially. The
Company assumes no obligation to update the information in this
issue.

text:
Measurement
Specialties

text: BetaTHERM Sensors

text: YSI Temperature

text:
Frank
Guidone

text: Measurement Specialties, Inc.

text: GE Commercial Finance

text: JP Morgan Chase Bank

text: Wachovia Bank

text:
Measurement
Specialties

text: BetaTHERM Sensors

text:
Measurement
Specialties

text: YSI Temperature

text: Yellow Springs

text: YSI Temperature

text:
YSI
Temperature

text: Frank Guidone

text: YSI Temperature

text: Measurement Specialties

text: Measurement Specialties

text: Measurement Specialties, Inc.


dataset: buster

text:
EX-99.1
4
ex991oct2014closingpressre.htm
EX-99.1
ex991Oct2014ClosingPressRelease
SENSATA TECHNOLOGIES COMPLETES ACQUISITION OF SCHRADER INTERNATIONAL
ALMELO, the Netherlands - October 14, 2014 - Sensata Technologies Holding N.V. (NYSE: ST) announced today that a subsidiary completed the previously announced acquisition of the Schrader group of companies. Schrader is the global leader in tire pressure monitoring sensors (TPMS). The transaction provides a leadership position in the growing TPMS market as well as additional low pressure sensing, communication and design capabilities that address large and fast growing sensing markets.
"Schrader brings a complete portfolio to Sensata including original OEM designs, sensors, valves and replacement sensors and tools necessary to successfully address the aftermarket channel", said Steve Beringhause, Senior Vice President of Sensata Technologies Sensor Group. "I would like to thank Hugh Charvat for building and leading a very talented team at Schrader who we are now excited to welcome into Sensata".
About Sensata Technologies Holding N.V.
Sensata Technologies Holding N.V. is one of the world's leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in twelve countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning and ventilation, data, telecommunications, recreational vehicle and marine applications. For more information, please visit Sensata's website at www.sensata.com.
About Schrader International
Schrader International is one of the leading global manufacturers of sensing and valve solutions for automotive and industrial leaders, delivering solutions that protect and perform. Schrader is a leader in tire pressure monitoring sensors (TPMS), a vehicle safety feature that is now standard on all cars and light trucks sold in the United States and growing in use globally, and is a leading supplier of TPMS sensors, valves, tools and related training. Schrader is also regarded as the first manufacturer of the pneumatic tire valve, which is the industry standard for motor vehicles globally. For more information, please visit Schrader's website at www.schraderinternational.com.
Safe Harbor Statement
Statements in this release which are not historical facts, such as those that may be identified by the use of words such as "anticipate", "believe", "could", "estimate", "expect", "feel", "forecast", "intend", "may", "plan", "potential", "project", "should", "would", and similar expressions, are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Detailed information about some of the known risks is included in our Annual Report on Form 10-K for the year ended December 31, 2013 and our other reports filed with the Securities and Exchange Commission. Because actual results could differ materially from our intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. Except as required by applicable law, we do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.
Investors:
News Media:
Jacob Sayer
Linda Megathlin
(508) 236-3800
(508) 236-1761
jsayer@sensata.com
lmegathlin@sensata.com

label: organization

text: SENSATA TECHNOLOGIES

text:
SCHRADER INTERNATIONAL
ALMELO

text: Sensata Technologies Holding N.V.

text: Sensata Technologies

text: Sensata Technologies Holding N.V.

text: Sensata Technologies Holding N.V.

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Phoenix Technologies Completes Acquisition of Embedded Firmware Leader General Software
Company Extends Firmware Leadership to Wide Array of Specialized High-Value, High-Margin
Devices, From Mobile and Consumer Electronics to Data Communications
MILPITAS, Calif., Sep. 2, 2008
- Phoenix Technologies (Nasdaq: PTEC), the global leader in core
systems software, today announced it has completed its acquisition of General Software, Inc., a
leading provider of embedded firmware that is at the heart of millions of devices being used world
over. The acquisition builds on Phoenix Technologies' position as the global market and innovation
leader in system firmware for today's computing environments, and extends the reach of Phoenix to
devices that use embedded processors.
General Software of Bellevue, Washington, has seen its highly configurable BIOS software embedded
in millions of high-value, high-margin devices that stretch from mobile and consumer electronics to
data communications and heavy industry. Phoenix expects to extend the combined technologies of
General Software and Phoenix to support the ARM chip, now used in billions of devices.
"By combining the existing Phoenix firmware offerings with embedded solutions from General
Software, we are expanding our global market share in core systems software and providing a
complete portfolio of firmware solutions for a wide variety of devices, from PCs and servers to
consumer electronics, telecommunications and other embedded systems", said Woody Hobbs, President
and CEO of Phoenix Technologies. "The transaction seals our dominant position in core systems
software and enables us to deliver embedded products and services as part of our PC 3.0™ strategy
to generate significant growth in our revenues and profits".
Mr. Hobbs added, "We are very excited to welcome the General Software team as a key contributor to
our PC 3.0 vision and together we will tackle the substantial market opportunity in the embedded
space."
With the completion of this acquisition, Steve Jones, Founder and Chairman of General Software, is
now Vice President & Chief Scientist of Embedded Solutions at Phoenix Technologies, and the entire
General Software team will continue to maintain operations out of Bellevue, WA, as a part of the
Phoenix Technologies global team.
About Phoenix Technologies
Phoenix Technologies Ltd. (Nasdaq: PTEC) is the global market leader in system firmware that
provides the most secure foundation for today's computing environments. The PC industry's top
system builders and specifiers trust Phoenix to pioneer open standards and deliver innovative
solutions that will help them differentiate their systems, reduce time-to-market and increase their
revenues. The Company's flagship products and services - AwardCore, SecureCore, FailSafe,
HyperSpace, BeInSync and eSupport - are revolutionizing the PC user experience by delivering
unprecedented performance, security, reliability, continuity, and ease-of-use. The Company
established industry leadership and created the PC clone industry with its original BIOS product in
1983. Phoenix has 155 technology patents and 139 pending applications, and has shipped in over one
billion systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more
information, visit http://www.phoenix.com
Phoenix, Phoenix Technologies, PC 3.0, Phoenix FailSafe, HyperSpace, HyperCore, BeInSync, eSupport
and the Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix
Technologies Ltd. All other trademarks are the property of their respective owners.
Safe Harbor
The statements in this release include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, regarding, but not limited to, extending the combined technologies of the two companies
to support the ARM chip and increasing market share in the RISC space, revenue and profit growth
from our PC 3.0 strategy; the integration of General Software's products and technologies and
employees into our offerings and organization, and customer adoption of our firmware solutions.
These statements involve risk and uncertainties, including: technology and business integration
challenges and delays; demand for our products and solutions; the ability of our customers to
introduce and market new products that incorporate our products and solutions; the product
offerings of competitors, especially with respect to functionality and time-to-market; and our
ability to retain key employees. For a further list and description of risks and uncertainties
that could cause actual results to differ materially from those contained in the forward looking
statements in this release, we refer you to the Company's filings with the Securities and Exchange
Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on
Form 10-Q. All forward-looking statements included in this release are based upon assumptions,
forecasts and information available to the Company as of the date hereof, and the Company assumes
no obligation to update any such forward-looking statements.
Contacts
Media/Analyst Relations:
Shauli Chaudhuri
VP, Marketing
Tel.: +1-408-570-1060
Email:
Public_Relations@phoenix.com
Investor Relations:
Phoenix Technologies Ltd.
Richard Arnold
Chief Operating Officer and Chief Financial Officer
Tel. +1 408 570 1256
Email:
investor_relations@phoenix.com
The Piacente Group, Investor Relations Counsel
Sanjay M. Hurry
Tel. +1 212 481 2050
Email:
phoenix@thepiacentegroup.com
Source: Phoenix Technologies Ltd.

text: Phoenix Technologies

text: General Software

text: Phoenix Technologies

text: General Software, Inc.

text: Phoenix Technologies

text: General Software

text: General Software

text:
General
Software

label: person

text: Woody Hobbs

text: Phoenix Technologies

text: General Software

text: Steve Jones

text: General Software

text: Phoenix Technologies

text: General Software

text: Phoenix Technologies

text: Phoenix Technologies

text: Phoenix Technologies

text: Phoenix Technologies

text: Phoenix Technologies

text:
Phoenix
Technologies

text: General Software

text: Shauli Chaudhuri

text: Phoenix Technologies

text: Richard Arnold

text: Phoenix Technologies


text:
EX-99.1
14
a04-10191_1ex99d1.htm
EX-99.1
Exhibit 99.1
Weida
Communications Completes Contractual Arrangements Giving It Effective
Management Control and Majority Profit-Sharing Interest in Its Operating
Partner in China
FORT LAUDERDALE, Fla., Aug.
30 /PRNewswire-FirstCall/ - Weida Communications, Inc. (OTC Bulletin Board:
WDAC.OB) said it completed a series of contractual arrangements resulting in
its acquisition of effective management control and 51 percent profit-sharing
interest in Guangzhou Weida Communications Co., Ltd. The transaction represents
a significant step for Weida Communications in executing its business model as
a shareholder-owned company that operates under American business practices and
participates directly in the fast-growing Chinese telecommunications market.
Under the terms of the
transaction, Weida Communications acquired effective majority ownership and
control of Guangzhou Weida Communications through a 51 percent profit-sharing
interest held by a wholly owned Hong Kong entity and other contractual
arrangements. Under the agreements Weida Communications can designate three of
Guangzhou Weida's five directors.
The completed arrangements
mean that Weida brings together Chinese local market and telecommunications
expertise and American financial, technological, and structural support. "This
is a significant milestone for Weida Communications' strategy of delivering an
attractive opportunity to investors to participate in the growth opportunities
in China through an entity that complies with U.S. securities laws and functions
under familiar financial and accounting practices", said Mitchell Sepaniak,
Weida Communications' chairman and chief executive officer.
As part of the transaction,
Weida Communications will be issuing 16.3 million shares to the shareholders of
Guangzhou Weida. Weida Communications also is committed to paying Guangzhou
Weida shareholders $15 million 12 months from the time of the just-completed
transaction or when the companies complete formation of a Sino-foreign equity
joint venture. The parties are seeking Peoples Republic of China regulatory
approvals for the EJV, in which Weida Communications would hold a 25 percent
ownership interest in addition to its profit-sharing interest. When the EJV
takes effect, its profit-sharing interest will be reduced to 26 percent so as
to maintain its effective 51 percent majority interest.
Weida Communications and
Guangzhou Weida have agreed that no cash payments will be made to Guangzhou
Weida shareholders until the EJV is approved or for 12 months while the process
is under way. Approval and formation of the equity joint venture is not
required for Weida Communications to achieve its basic control and financial
reporting objectives for the acquisition, which it meets through the 51 percent
profit-sharing and contractual structure.
Weida Communications, Inc.
is a U.S.-managed company which participates in the fast-growing China
telecommunications market through its majority profit- sharing interest in and
control of one of only two companies in China holding licenses for
bi-directional VSAT (Very Small Aperture Terminal) satellite communications
services, an attractive telecommunications solution
in China with its exploding
demand for telecommunications, dense urban areas, and extensive mountainous
terrain. Weida's satellite operations in China provide ground-based equipment
and related services to support government and corporate applications,
including broadband Internet access, remote meter monitoring, and
mission-critical data backup systems. For more information, visit the Weida
Communications, Inc. Web site at http://www.weida.com.

text: Weida Communications, Inc.

text: Weida Communications Co., Ltd

text: Weida Communications, Inc.

text:
Weida
Communications, Inc.


text:
EX-99.1
4
ex991tgenadgemergercomplet.htm
ADGE MERGER PRESS RELEASE
Exhibit
TECOGEN AND AMERICAN DG COMPLETE MERGER
WALTHAM, Mass., May 18, 2017 /PRNewswire/ -- Tecogen Inc. (Nasdaq: TGEN), ("Tecogen"), a leading manufacturer of clean energy products, and American DG Energy Inc., (NYSE MKT: ADGE), ("ADGE") an On-Site Utility, offering clean electricity, heat, hot water and cooling solutions to hospitality, healthcare, housing and fitness facilities, announced today that their respective stockholders have voted to approve the adoption of the amended merger agreement (the " Merger Agreement"), dated November 1, 2016, as subsequently amended, among Tecogen, ADGE and Tecogen.ADGE Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub will merge with and into ADGE, with ADGE as the surviving entity, and therefore ADGE will become a wholly-owned subsidiary of Tecogen (the "Merger").
Approximately 98.95% of the Tecogen shares present at Tecogen's Special Meeting of Stockholders voted in favor of the adoption of the Merger Agreement, which represented approximately 54.94% of Tecogen's total outstanding shares of common stock as of April 24, 2017, the record date.
For ADGE, approximately 98.76% of the ADGE shares present at ADGE's Special Meeting of Stockholders voted in favor of the adoption of the Merger Agreement. The shares present represented approximately 70.92% of ADGE's total outstanding shares of common stock as of April 24, 2017, the record date.
The Merger became effective today, May 18, 2017, approximately 4:00 P.M. EST. ADGE shareholders will receive notices from Continental Stock Transfer, Tecogen's exchange agent, regarding the process of exchanging their ADGE stock for shares of Tecogen common stock.
About Tecogen
Tecogen® Inc. designs, manufactures, markets, and maintains high efficiency, ultra-clean cogeneration products including natural gas engine-driven combined heat and power, air conditioning systems, and water heaters for residential, commercial, recreational and industrial use. Tecogen is known for cost efficient, environmentally friendly and reliable products for distributed power generation that, through patented technology, nearly eliminate criteria pollutants and significantly reduce a customer's carbon footprint. Tecogen's natural gas powered cogeneration systems (also known as combined heat and power or "CHP") are efficient because they drive electric generators or compressors, which reduce the amount of electricity purchased from the utility while recovering the engine's waste heat for water heating, space heating, and/or air conditioning at the customer's building. Tecogen manufactures three types of CHP products: Cogeneration units that supply electricity and hot water including the InVerde® 100, InVerde e+®, CM-75 and CM-60; Chillers that provide air-conditioning and hot water marketed under the TECOCHILL® brand name; and Ilios® branded high-efficiency water heaters. Tecogen's CHP products are sold directly to customers by our in-house marketing team, and by established sales agents and representatives, including ADGE.
About American DG Energy
ADGE installs, owns, operates and maintains complete distributed generation, or DG systems or energy systems, and other complementary systems at customer sites and sell electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. As of December 31, 2016, ADGE had 92 installed energy systems, representing an aggregate of approximately 5,445 kilowatts, or kW, 41.6 million British thermal units, or MMBtu's, of heat and hot water and 4,500 tons of cooling. kW is a measure of electricity generated, MMBtu is a measure of heat generated and a ton is a measure of cooling generated.
SOURCE American DG Energy Inc.; Tecogen
For further information: John N. Hatsopoulos, P: (781) 622-1120, E: John.Hatsopoulos@Tecogen.com

text: Tecogen Inc.

text: American DG Energy Inc.

text: American DG Energy Inc.


text:
EX-99.1
5
vggl_ex991.htm
PRESS RELEASE
vggl_ex991.htm
Exhibit 99.1
For Immediate Release:
VIGGLE ACQUIRES WETPAINT
Acquisition creates integrated network of TV fans across mobile, web and social media, including 12 million Wetpaint monthly unique users and more than 3.5 million Viggle registered users
NEW YORK - December 16, 2013
-
Viggle (OTCQB: VGGL),
the free mobile app that rewards entertainment loyalists for watching TV and listening to music, announced today that it has acquired
Wetpaint
, a leading entertainment media and technology company focused on television fans, for approximately $30 million in cash and stock.
Wetpaint has become a leading destination for TV viewers, and provides original content to over 12 million monthly unique users. Wetpaint provides a way for fans to stay connected with the stars and programs they love 24 hours a day, 365 days a year.
In addition to its 12 million monthly unique users, Wetpaint boasts more than 90 million page views a month and combined social reach of over 7 million Facebook likes and followers on Twitter. It is a major source for deep, independent coverage of top TV shows, stars, entertainment news and fashion, producing premium content - more than 150 new articles, videos and galleries per day.
While Wetpaint will continue to offer its unique insight and access to its loyal fans, the two companies will begin to share content and benefits immediately. In the coming months Wetpaint users will gain access to Viggle's rewards program, and Vigglers will see more and more unique and exclusive content focused on TV, TV stars, and fans of TV.
"Wetpaint is the perfect complement to our business for users, TV network partners and advertisers", said Greg Consiglio, President and COO of Viggle. "This combined company brings together Viggle's proven promotion, entertainment rewards and monetization capabilities with Wetpaint's reach, social distribution technologies and best-in-class content. Wetpaint leverages the power of social media to ensure TV fans are getting the latest news and commentary about the shows they love, and now we are expanding that to include real-time updates before, during and after the show airs".
Ben Elowitz, CEO of Wetpaint commented, "We are thrilled to join our loyal users with Viggle's avid fans, providing both with the continued opportunity to gain rewards by engaging in their passion - entertainment -- while also giving marketers a more integrated, dynamic platform".
For marketers, this acquisition creates significant opportunities to reach a passionate audience with targeted messages across an "always on" entertainment experience that now includes multiple touch points and platforms. Marketers already benefit from Viggle's extensive reward program, as well as in app advertising and that will now be extended through Wetpaint's online content and social media streams.
Viggle and Wetpaint provide unprecedented access to devoted TV viewers. With 316 million confirmed check-ins since launch last year, and an average of 66 minutes per session, Viggle's more than 3.5 million registered users already provide a unique and highly targeted way for brands and networks to amplify their message or content. Viggle can reward users for checking into programming on nearly 200 networks, and dozens of brands are actively using Viggle to complement their TV ads. Wetpaint's 90 million page views a month focused on the same content provides a way for brands and networks to access those viewers all day, every day.
Viggle and Wetpaint will share more details on the integration and the roll out of joint features, including music features, in the coming weeks.
About Viggle
Launched in January 2012, Viggle is a free entertainment rewards platform whose app rewards its members for watching their favorite TV shows or discovering new music. Viggle enhances TV with interactive games like Viggle LIVE and the first ever real-time fantasy sports game, MYGUY. Viggle members get rewarded for their TV watching and music listening with real rewards, including electronics, trips, exclusive entertainment experiences, gift cards, and more. Viggle also allows like-minded fans of their favorite shows and artists to connect through Viggle social features. Viggle's audio verification technology recognizes shows on TV and allows members to check into live and DVR'd TV content from more than 180 of the most popular broadcast and cable channels. For more information, visit
www.viggle.com
or follow us on Twitter
@Viggle.
About Wetpaint
Wetpaint is a company that is revolutionizing media with its expertise in social publishing. The company attracts more than 12 million monthly unique users to its
Wetpaint Entertainment
media property, which offers audiences their daily fix of entertainment and celebrity news. Founded by Internet pioneer Ben Elowitz, and with offices in New York and Seattle, Wetpaint is backed by Accel Partners, Trinity Ventures, Frazier Technology Ventures, and DAG Ventures.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. All information provided in this press release is as of December 16, 2013. Except as required by law, Viggle Inc. undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Media Contact for Viggle:
Rachel Carr
DKC Public Relations
212 981 5253
rachel_carr@dkcnews.com
Viggle Investor Relations
John C. Small
CFO, Viggle Inc.
6467383220

text: VIGGLE

text: WETPAINT

text: Wetpaint

text: Viggle

text: Viggle

text: Wetpaint

text: Wetpaint

text: Wetpaint

text: Wetpaint

text: Wetpaint

text: Wetpaint

text: Viggle

text: Wetpaint

text: Greg Consiglio

text: Viggle

text: Viggle

text: Wetpaint

text: Wetpaint

text: Ben Elowitz

text: Wetpaint

text: Viggle

text: Viggle

text: Wetpaint

text: Viggle

text: Wetpaint

text: Viggle

text: Viggle

text: Viggle

text: Wetpaint

text: Viggle

text: Wetpaint

text: Viggle

text: Viggle

text: Viggle

text: Viggle

text: Viggle

text: Viggle

text: Viggle

text: Viggle

text: Wetpaint

text: Wetpaint

text: Wetpaint

text: Ben Elowitz

text: Wetpaint

text: Viggle

text: Viggle

text: Viggle

text: John C. Small

text: Viggle


text:
EX-99.1
2
v374081_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
AMRI Completes Acquisition
of Cedarburg Pharmaceuticals, Inc.
Albany, NY (April
4, 2014) - AMRI (NASDAQ: AMRI) today announced that it has completed the previously announced acquisition of Cedarburg Pharmaceuticals,
Inc.
Cedarburg, whose
capabilities both augment and complement those of AMRI, is a contract developer and manufacturer of technically complex active
pharmaceutical ingredients (API's) for both generic and branded customers. The transaction is consistent with AMRI's
strategy to be the preeminent supplier of custom and complex drug development services and product to both the branded and generic
pharmaceutical industry. Customers will benefit from access to a greater breadth of resources, including development of complex
API, expanded scale-up capabilities and large scale manufacturing in lower cost environments.
Total consideration
paid was $41 million, including assumption of certain liabilities. AMRI financed the transaction with cash on hand. The acquisition
is expected to add between $13 and $14 million to AMRI's revenue in 2014. AMRI anticipates full year run-rate synergies of
approximately $1.5 million of EBITDA within 12 months of closing and the acquisition is expected to be accretive to AMRI's
2014 adjusted diluted EPS in the range of $0.06 to $0.07 per share. Items excluded from non-GAAP financial results are expected
to include all transaction-related costs, including amortization of intangible assets.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial
measures, such as EBITDA and adjusted diluted EPS, which are adjusted to exclude, among other things, the impact of interest income
and expense, depreciation and amortization expense, and income tax expense or benefit. We exclude these items from the non-GAAP
financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures,
as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial
measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in
this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without
the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance,
especially when comparing such results to prior periods or forecasts. Non-GAAP results also allow investors to compare the Company's
operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP
financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations
prepared in accordance with GAAP. Cedarburg's contribution to AMRI's adjusted diluted EPS is only provided on a non-GAAP
basis. It is not feasible to provide reconciliation to the most comparable projected U.S. GAAP measure because the excluded items
are difficult to predict and estimate and are primarily dependent on future events.
About AMRI
Albany Molecular Research, Inc. (AMRI) is
a global contract research and manufacturing organization offering customers fully integrated drug discovery, development and manufacturing
services. For over 22 years, AMRI has demonstrated its adaptability as the pharmaceutical and biotechnology industries have undergone
tremendous change in response to multiple challenges. This experience, a track record of success and locations in the United States,
Europe and Asia now provides our customers with SMARTSOURCING™, a full range of value-added opportunities providing customers
with informed decision-making, enhanced efficiency and more successful outcomes at all stages of the pipeline. AMRI has also successfully
partnered R&D programs and is actively seeking to out-license its remaining programs for further development. For more information
about AMRI, please visit our website at www.amriglobal.com or follow us on Twitter (@amriglobal).
Forward-looking Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These
statements include, but are not limited to, statements regarding the acquisition of Cedarburg Pharmaceuticals, Inc., Cedarburg's
projected contribution to AMRI's adjusted diluted EPS, the potential synergies associated with the transaction, the potential
impact on AMRI's operations and financial results, statements regarding the strength of the company's business and
prospects, statements regarding the actions taken to reduce cost and improve operating performance, and statements concerning the
company's momentum and long-term growth, including expected results for 2014 and possible investment opportunities. Readers
should not place undue reliance on our forward-looking statements. The company's actual results may differ materially from
such forward-looking statements as a result of numerous factors, some of which the company may not be able to predict and may not
be within the company's control. Factors that could cause such differences include, but are not limited to, the ability of
the Company to effectively integrate Cedarburg's business; possible negative impacts to the revenue expected to be received
by Cedarburg following the closing of the transaction; trends in pharmaceutical and biotechnology companies' outsourcing
of chemical research and development, including softness in these markets; sales of Allegra® and the impact of the "at-risk"
launch of generic Allegra®, the OTC conversion of Allegra® and the generic and OTC sales of Allegra in Japan on the company's
receipt of significant royalties under the Allegra® license agreement; the success of the sales of other products for which
the company receives royalties; the risk that the company will not be able to replicate either in the short or long term the revenue
stream that has been derived from the royalties payable under the Allegra® license agreements; the risk that clients may terminate
or reduce demand under any strategic or multi-year deal; the company's ability to enforce its intellectual property and technology
rights; the company's ability to obtain financing sufficient to meet its business; the company's ability to successfully
comply with heightened FDA scrutiny on aseptic fill/finish operations; the results of further FDA inspections; the company's
ability to effectively maintain compliance with applicable FDA and DEA regulations; the company's ability to integrate past
or future acquisitions and make such acquisitions accretive to the company's business model; the company's ability
to take advantage of proprietary technology and expand the scientific tools available to it; the ability of the company's
strategic investments and acquisitions to perform as expected, as well as those risks discussed in the company's Annual Report
on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 17, 2014, and the
company's other SEC filings. Potential increases in AMRI's adjusted diluted EPS, potential synergies available following
closing of the pending transaction and other forward looking information offered by senior management today represent a point-in-time
estimate and are based on information as of the date of this press release. Senior management has made numerous assumptions in
providing this guidance which, while believed to be reasonable, may not prove to be accurate. Numerous factors, including those
noted above, may cause actual results to differ materially from the guidance provided. The company expressly disclaims any current
intention or obligation to update the guidance provided or any other forward-looking statement in this press release to reflect
future events or changes in facts assumed for purposes of providing this guidance or otherwise affecting the forward-looking statements
contained in this press release.
Contacts:
Investors: Michael Nolan, AMRI Chief Financial Officer, 518-512-2261
Media: Gina Rothe, AMRI Communications, 518-512-2512

text: AMRI

text: Cedarburg Pharmaceuticals, Inc.

text: AMRI

text: AMRI

text:
Cedarburg Pharmaceuticals,
Inc.

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: Cedarburg Pharmaceuticals, Inc.

text: AMRI

text: AMRI

text: AMRI

text: AMRI

text: AMRI


text:
EX-99.1
6
a16-16318_1ex99d1.htm
EX-99.1
Exhibit 99.1
Sunshine Heart Announces Strategic Acquisition of Aquadex Product Line from Baxter and a new credit facility with Silicon Valley Bank
Eden Prairie, MN: August 8, 2016: (GLOBE NEWSWIRE)
Sunshine Heart, Inc. (NASDAQ: SSH) announced it has acquired the Aquadex product line from an indirect subsidiary of Baxter International Inc. (NYSE: BAX), a global leader in the hospital products and dialysis markets. The Aquadex system is indicated for temporary (up to eight hours) ultrafiltration treatment of patients with fluid overload who have failed diuretic therapy, and extended (longer than 8 hours) ultrafiltration treatment of patients with fluid overload who have failed diuretic therapy and require hospitalization.
"Aquadex is an important strategic investment, which allows Sunshine Heart to strengthen our presence in the heart failure market", said John Erb, Sunshine's Chairman and CEO. "We believe Aquadex is a valuable and highly complementary technology to our expanding heart failure product portfolio. There is a real need for fluid management in patients both before and following any kind of heart failure procedure. Aquadex is used to treat fluid overload in congestive heart failure patients and can help reduce the length of stay while in the hospital and the number of hospital visits in total".
Under the terms of the agreement, Baxter received $4.0 million in cash and 1.0 million shares of Sunshine Heart common stock. "This is a financially attractive transaction as well", said Mr. Erb. "We expect this product line to be accretive in the first year with a relatively quick payback period. We plan to strategically leverage our current team of clinical specialists to directly support the existing base of Aquadex customers".
In connection with the acquisition of this product line, the Company repaid all amounts outstanding under its existing debt facility with Silicon Valley Bank and entered into a new $5.0 million facility to finance future working capital needs. Advances under the facility are subject to various conditions precedent, including compliance with financial covenants, which the Company does not currently meet. "This strategic acquisition will allow Sunshine Heart to further drive important advancements to heart failure treatment", said Ben Johnson, Managing Director of Silicon Valley Bank. "We're excited to provide the financing to support the company as it matures to the next phase of development".
Rx Only.
All treatments must be administered by a healthcare provider, under physician prescription, both of whom having received training in extracorporeal therapies
About Sunshine Heart
Sunshine Heart, Inc. (Nasdaq: SSH) is an early-stage medical device company focused on developing a product portfolio to treat moderate to severe heart failure and related conditions. Our objective is to improve the quality of life for heart failure patients and halt the disease progression. Sunshine Heart is a Delaware corporation headquartered in Minneapolis with wholly owned subsidiaries in Australia and Ireland. The Company has been listed on the NASDAQ Capital Market since February 2012.
About Silicon Valley Bank
For more than 30 years, Silicon Valley Bank (SVB) has helped innovative companies and their investors move bold ideas forward, fast. SVB provides targeted financial services and expertise through its offices in innovation centers around the world. With commercial, international and private banking services, SVB helps address the unique needs of innovators. Learn more at svb.com.
Forward-Looking Statements
Certain statements in this release are forward-looking statements that are based on management's beliefs, assumptions, expectations, and information currently available to management. All statements that address future operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation, clinical and pre-clinical study designs and activities, expected timing for initiation, enrollment and completion of clinical trials, research and development activities, ultimate clinical outcomes and benefits of our products to patients, design and development of future studies, site activations, patient enrollment in studies, timing of regulatory filings and approvals, regulatory acceptance of our filings, our expectations with respect to product development and commercialization efforts, market and physician acceptance of our products, intellectual property protection, our ability to integrate acquired businesses, our expectations regarding anticipated synergies with and benefits from acquired businesses, and potentially competitive product offerings. The risk factors described in our filings with the SEC could cause actual events to adversely differ from the expectations indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. Sunshine Heart does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Sunshine Heart may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation, the possibility that regulatory authorities do not accept our application or approve the marketing of our therapy, the possibility we may be unable to raise the funds necessary for the development and commercialization of our therapy and other risks and uncertainties described in our filings with the SEC. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact:
Claudia Napal Drayton
Investor Relations
Chief Financial Officer
Sunshine Heart Inc.
Sunshine Heart, Inc.
ir@sunshineheart.com
T: +1-952-345-4205

text: Sunshine Heart

text: Baxter

text: Sunshine Heart, Inc.

text: Baxter International Inc.

text: Sunshine Heart

text: Baxter

text: Sunshine Heart

text: Sunshine Heart

text: Ben Johnson

text: Sunshine Heart

text: Sunshine Heart, Inc.

text: Sunshine Heart

text: Sunshine Heart

text: Sunshine Heart

text: Sunshine Heart, Inc.


text:
EX-99
3
press.txt
Reflect Scientific, Inc. Announces It Has Completed The Acquisition Of All
Temp Engineering
Orem, Utah (BUSINESS WIRE) Tuesday, January 23, 2007 Reflect Scientific,
Inc. (OTC: BB RSCF), an industry leader whose business is the manufacture,
supply and distribution of Scientific equipment and related supplies to the
Life Sciences industry announces the Company has completed the closing of the
merger agreement with All Temp Engineering, a California corporation.
All Temp Engineering will be integrated into Cryometrix Inc. and both
businesses will operate from a new facility located in San Jose, California.
Technology, marketing and other resource sharing will enable All Temp and the
Cryometrix Products group to take advantage of synergistic and growing market
opportunities while improving the overall efficiency of their operations. "The
outlook for both businesses is excellent and this merger has strengthened our
foundation to facilitate and support their future growth" remarked Mr. John
Hammerman, General Manager, Cryometrix Inc.
About All Temp Engineering:
All Temp Engineering is located in San Jose, California and has been providing
engineered solutions and services to the cryogenics and controlled
environments industry for over 23 years. All Temp serves over 1,450 companies
in business sectors such as Biotech, Pharmaceutical, Medical Device, Research,
Universities, Semiconductor, Aerospace, Military and Industrial Food
Processing.
About Reflect Scientific:
Reflect Scientific provides Scientific products for the biotechnology,
pharmaceutical and medical industries and has had consistent year-over-year
growth for more than 13 years. Reflect Scientific targets strategic
acquisitions that will increase revenue and profits in their primary markets
and that will fulfill Reflect's strategic imperative of significant, sustained
revenue growth through innovative market need-based products.
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including without limitation, continued acceptance of the
Company's products, increased levels of competition for the Company, new
products and technological changes, the Company's dependence on third-party
suppliers, and other risks detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission.
For information related to the Reflect Scientific, contact Investor Relations:
Michael Dancy, 801-746-3570, email: medancy@allwest.net, or visit:
www.reflectscientific.com.

text: Reflect Scientific, Inc.

text:
All
Temp Engineering

text:
Reflect Scientific,
Inc.

text: All Temp Engineering

text: All Temp Engineering

text:
John
Hammerman

text: All Temp Engineering

text: All Temp Engineering


text:
EX-99.1
3
dex991.htm
PRESS RELEASE OF FLOW INTERNATIONAL CORPORATION
Press Release of Flow International Corporation
Exhibit 99.1
Contact:
John Leness
General Counsel
253-850-3500
FLOW INTERNATIONAL
COMPLETES AVURE TECHNOLOGIES SALE
KENT, Wash., November 1, 2005
- Flow International Corporation (the "Company"), the world's leading supplier of ultrahigh-pressure waterjet products, today announced that it has completed the divestiture of its General Press operations, which consist of
the North America Press and the International Press segments, as well as the non-ultrahigh-pressure portion of its food business, which is included in Avure's Fresher Under Pressure
®
food segment. The businesses have been acquired by an affiliate of Gores Technology
Group, LLC, a Los Angeles-based private equity firm. As part of the previously announced agreement, FLOW entered into a supply agreement with the Gores affiliate to build on Avure's leading position in the design and manufacture of advanced
high-pressure presses for the food industry.
"This divestiture allows us
to focus our resources more tightly on our core waterjet business", said Stephen R. Light, FLOW's President and Chief Executive Officer. "At the same time, we look forward to working with Gores to advance their high-pressure food
processing business by producing market leading ultrahigh-pressure water pumps and aftermarket products for their equipment".
Specifically, the Gores affiliate has acquired Avure Technologies Incorporated, Avure Technologies AB, Flow International FPS AB, and assets of Flow Holding Sagl, which
were all wholly owned subsidiaries of Flow International Corporation. Also included in the transaction is FLOW's 51% interest in a joint venture with Snap-Tite, called Flow Autoclave Systems.
Avure is the market leader in the development of wire wound, high-pressure industrial
presses. Avure has been providing industrial presses under the brand name Quintus Industrial Presses for more than 30 years and has delivered more than 1,500 systems worldwide to customers including Ford and Boeing. Avure Technologies specializes in
the manufacturing of high-pressure presses for the food industry.
About
Flow International
Flow International Corporation is the world's
leading developer and manufacturer of ultrahigh-pressure waterjet cutting technology to industries including automotive, aerospace, job shop, surface preparation, and more. For more information, visit www.flowcorp.com.
About Gores Technology Group, LLC
Founded in 1987, Gores is a private equity firm focused on special situations across
industries with particular expertise in the technology, telecommunications, and business services sectors. The firm combines the seasoned M&A team of a traditional financial buyer with the operational
expertise and detailed due diligence capabilities of a strategic buyer. Gores has a long standing record of creating sustainable value in its portfolio
companies by focusing on customers and employees, supporting management with operational expertise and providing the capital required for growth. Headquartered in Los Angeles, California, Gores maintains offices in Boulder, Colorado; New York;
Zurich; and London. www.gores.com.
This press release contains forward-looking
statements relating to future events or future financial performance that involve risks and uncertainties. The words "believe", "expect", "intend", "anticipate", variations of such words and similar
expressions identify forward-looking statements but their absence does not mean that the statement is not forward-looking. These statements are only predictions and actual results could differ materially from those anticipated in these statements
based on a number of risk factors, including those set forth in the April, 30, 2005 Flow International Corporation Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date of this amendment.

text: FLOW INTERNATIONAL CORPORATION

text: Flow International Corporation

text: John Leness

text: FLOW INTERNATIONAL

text: AVURE TECHNOLOGIES

text: Flow International Corporation

text: North America Press

text: International Press segments

text: Avure's Fresher Under Pressure

override: organization

label: fund

text:
Gores Technology
Group, LLC

text: Gores

text: Gores

text: Gores

override: fund

review_confirmation: Agent row audit 0000-1259

text: Avure Technologies Incorporated

text: Avure Technologies AB

text: Flow International FPS AB

text: Flow Holding Sagl

text: Flow International Corporation

text: Avure Technologies

text: Flow International

text: Flow International Corporation

text: Gores Technology Group, LLC

text: Gores

text: Gores

text: Gores

text: Flow International Corporation


text:
EX-99.1
13
d212090dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Good Works Acquisition Corp. and Cipher Mining Announce Closing of Business Combination; Cipher Mining to Trade on Nasdaq Under Ticker
Symbols "CIFR" and "CIFRW"
New York, NY, August 27, 2021: (GlobeNewswire) -
Cipher Mining Technologies Inc.
, a
U.S.-based Bitcoin mining company, today announced that it completed its business combination with Good Works Acquisition Corp. ("Good Works") (NASDAQ: GWAC), a U.S. publicly-traded special purpose acquisition company. Good Works
shareholders approved the business combination at a special meeting held on August 25, 2021.
Following the merger, the combined company is named
Cipher Mining Inc. ("Cipher Mining"). Beginning on Monday, August 30, 2021, Cipher Mining's ordinary shares and warrants will trade on Nasdaq under the ticker symbols "CIFR" and "CIFRW", respectively.
Cipher Mining's experienced management team will be led by Chief Executive Officer Tyler Page. The Board of Directors of Cipher Mining (the
"Board") is composed of James "Jim" Newsome (Chair), Cary Grossman, Caitlin Long, Wesley "Bo" Williams, Holly Morrow Evans, Robert Dykes and Tyler Page. Cipher Mining believes that the Board's diverse backgrounds
and expertise across relevant industries will position it to execute on its strategies.
Private Placement ("PIPE") and Closing Conditions
The business combination and associated PIPE investment enabled Cipher Mining to raise a total of approximately $391 million (after transaction
expenses). After accounting for redemptions by Good Works' public shareholders and transaction expenses in connection with the consummation of the business combination, the Minimum Cash Condition of $400 million in the agreement and
plan of merger was not satisfied and Cipher Mining agreed to waive such condition.
Advisors
J.P. Morgan Securities LLC served as exclusive advisor and lead placement agent to Good Works, and Wells Fargo Securities, LLC served as lead financial advisor
to Cipher Mining. Wells Fargo Securities, LLC and J.V.B. Financial Group, LLC also served as
co-placement
agents on the PIPE.
Schiff Hardin LLP acted as legal counsel to Good Works. Latham & Watkins LLP acted as legal counsel to Cipher Mining. Mayer Brown LLP acted as legal
counsel to the placement agents.
About Cipher Mining
Cipher Mining is an industrial-scale Bitcoin mining company dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Its
goal is to be the leading Bitcoin mining company in the United States. Cipher Mining aims to leverage
best-in-class
technology, market-leading power purchase
arrangements, and a seasoned, dedicated senior management team to become the market leader in Bitcoin mining.
About Good Works
Good Works is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combination with one or more businesses or entities. The Good Works name reflects the fact that its management and directors donated half of their founder shares to charitable organizations in light of the
impact that
COVID-19
has had on the ability of
non-profits
to generate contributions and revenues. Good Works' management team consists of Messrs. Fred Zeidman, CEO
and
Co-Chairman,
Douglas Wurth, Co-Chairman, and Cary Grossman, President.
I-B
Good Works, LLC, an affiliate of
I-Bankers
Securities is the sponsor of Good Works.
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination
between Good Works and Cipher Mining, the services offered by Cipher Mining and the markets in which Cipher Mining operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and
Cipher Mining's projected future results. These forward-looking statements generally are identified by the words "believe", "project", "expect", "anticipate", "estimate", "intend,"
"strategy", "future", "forecast", "opportunity", "plan", "may", "should", "will", "would", "will be", "will continue", "will likely
result", and similar expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by Cipher Mining and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to
differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this document, including but not limited to: volatility in the price of Cipher Mining's securities due to a variety of factors, including changes in the competitive and
regulated industry in which Cipher Mining plans to operate, variations in performance across competitors, changes in laws and regulations affecting Cipher Mining's business and changes in the combined capital structure, and the ability to
implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in Good Works final proxy statement/information statement/prospectus contained in the Form
S-4
registration statement described below, including those under "Risk Factors"
therein, Quarterly Reports on Form
10-Q
and other documents filed by Good Works from time to time with the U.S. Securities and Exchange Commission (the "SEC"). These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Good Works and Cipher Mining assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Good Works nor Cipher Mining gives any assurance that either Good Works or Cipher Mining will achieve its expectations.
Contacts:
Investor Contact:
Mark Roberts
Blueshirt Capital Advisors
investors@ciphermining.com
Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
908-907-7703
CipherMining@DLPR.com

text: Good Works Acquisition Corp.

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining Technologies Inc.

text: Good Works Acquisition Corp.

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cary Grossman

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: J.P. Morgan Securities LLC

text: Wells Fargo Securities, LLC

text: Cipher Mining

text: Wells Fargo Securities, LLC

text: J.V.B. Financial Group, LLC

text: Schiff Hardin LLP

text: Latham & Watkins LLP

text: Cipher Mining

text: Mayer Brown LLP

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Fred Zeidman

text: Cary Grossman

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining

text: Cipher Mining


text:
EX-99.1
4
a17-15462_1ex99d1.htm
EX-99.1
Exhibit 99.1
Company Contact:
Investor Contact:
New Mountain Contact:
Nicole Collins
Sharon Merrill Associates
Dana Gorman
(978) 656-3594
(617) 542-5300
Abernathy MacGregor
NCollins@trcsolutions.com
trr@investorrelations.com
(212) 371-5999
dtg@abmac.com
TRC Completes Merger With Affiliates of New Mountain Capital
LOWELL, Mass., June 21, 2017 - TRC Companies, Inc. (NYSE: TRR) ("TRC"), a recognized leader in engineering, environmental consulting and construction-management services, today announced it has completed the previously announced merger with affiliates of New Mountain Partners IV, L.P. ("NMC"), an investment fund managed by New Mountain Capital, L.L.C. As a result of the transaction, NMC acquired TRC for $17.55 per share in cash. TRC shares will be delisted from the NYSE and will no longer be publicly traded.
"The completion of this transaction marks the beginning of a new chapter for TRC and is an important step in executing on our long-term growth strategy", said TRC Chairman and Chief Executive Officer Chris Vincze. "There is an immense need for creative thinking to help solve some of the world's toughest infrastructure and energy challenges and, with NMC's partnership, TRC is well-positioned to do just that. NMC's financial strength and strategic relationships will help us strengthen our commitment to our clients, increase professional opportunities for our staff and accelerate our culture of innovation-all with the intent of building a more valuable company".
Houlihan Lokey Capital, Inc. acted as financial advisor to TRC and Covington & Burling LLP acted as legal advisor to TRC.
Barclays Capital Inc. and UBS Securities LLC acted as M&A advisors to NMC and Kirkland & Ellis LLP acted as legal advisor to NMC. NMC also received M&A and industry advice from EFCG (Environmental Financial Consulting Group).
About TRC
A pioneer in groundbreaking scientific and engineering developments since the 1960s, TRC (www.TRCsolutions.com) is a national engineering, environmental consulting and construction management firm that provides integrated services to the power, environmental, infrastructure and oil and gas markets. TRC serves a broad range of commercial, industrial and government clients, implementing complex projects from initial concept to delivery and operation. TRC delivers results that enable clients to achieve success in a complex and changing world. Follow us on Twitter at @TRC_Companies and on LinkedIn.
About New Mountain Capital
New Mountain Capital is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently
manages private equity, public equity and credit funds with approximately $15 billion in aggregate capital commitments. New Mountain Capital seeks out what it believes to be the highest-quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit www.newmountaincapital.com.
Forward-Looking Statements
Certain statements in this press release may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to the business combination among certain affiliates of NMC and TRC, including statements regarding the benefits of the transaction. Readers can generally identify these statements by forward-looking words such as "will", "may", "expects", "plans", "anticipates", "believes", "estimates", or other words of similar import. Readers should consider statements that contain these words carefully because they discuss TRC's future expectations or state other "forward-looking" information. There may be events in the future that TRC is not able to accurately predict or control and that may cause its actual results to differ materially from the expectations described in its forward-looking statements. Readers are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to, (i) the effect of the transaction on TRC's business relationships, operating results, and business generally, (ii) risks that the transaction disrupt current plans and operations of TRC and potential difficulties in TRC's employee retention as a result of the transaction, and (iii) the ability of NMC to implement its plans, forecasts, and other expectations with respect to TRC's business and realize additional opportunities for growth and innovation. In addition, please refer to TRC's reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this communication. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TRC assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

text: TRC

text: New Mountain Capital

text: TRC Companies, Inc.

text: TRC

text: New Mountain Partners IV, L.P.

text: NMC

text: New Mountain Capital, L.L.C.

text: NMC

text: TRC

text: TRC

text: TRC

text: TRC

text: NMC

text: TRC

text: NMC

text: Houlihan Lokey Capital, Inc.

text: TRC

text: Covington & Burling LLP

text: TRC

text: Barclays Capital Inc.

text: UBS Securities LLC

text: NMC

text: Kirkland & Ellis LLP

text: NMC

text: NMC

text: TRC

text: TRC

text: TRC

text: TRC

text: New Mountain Capital

text: New Mountain Capital

text: New Mountain Capital

text: New Mountain Capital

text: NMC

text: TRC

text: TRC

text: TRC

text: TRC

text: TRC

text: TRC

text: NMC

text: TRC

text: TRC

text: TRC


text:
EX-99.1
2
v095135_ex99-1.htm
Unassociated Document
FOR
IMMEDIATE RELEASE
GENERAL
FINANCE CORPORATION TO ACQUIRE CONTAINER ASSETS OF GE SEACO AUSTRALIA PTY LTD
FOR $18.4 MILLION
---
Assets
to be integrated with 86.2%-Owned Royal Wolf Trading, Australia's Largest
Storage Container Sales and Leasing Company
Pasadena,
CA - November 14, 2007 - General Finance Corporation or ("GFN") (AMEX: GFN,
GFN.WS, and GFN.U), and Royal Wolf Trading Australia Pty Ltd ("Royal Wolf" or
"RWA"), an 86.2% owned subsidiary that is the largest marketer and lessor of
storage containers in Australia, today announced the signing of an agreement
to
acquire the dry and refrigerated container assets of GE SeaCo Australia Pty
Ltd
("GE SeaCo") for A$20.0 million (U.S. $18.4 million). The acquisition is
expected to be accretive this fiscal year and is targeted to take place
mid-November.
With
this
purchase, RWA will add more than 6300 containers, of which 4600 units are leased
with 20-30 national accounts serving such industries as road & rail, moving
and storage and logistics.
GE
SeaCo
is exiting the domestic container leasing market in Australia after 25 years
through this transaction and the simultaneous sale of its tank container
business. GE SeaCo's domestic container business is believed to be the third
largest in Australia with offices or 3rd
party
depots in every state, according to GE SeaCo.
While
the
segment of GE SeaCo being acquired has been cashflow positive every month this
past year on an adjusted basis, the transaction is subject to trailing twelve
month adjusted EBITDA as of September 30, 2007 being at least A$4MM, inclusive
of the tank container assets that GFN is not acquiring (EBITDA
is
a non-GAAP measure, which is defined as earnings before interest expense, income
taxes and depreciation and amortization).
Some GE
SeaCo employees are expected to join Royal Wolf, which will also assume several
depot and agency contracts, including a third party sales agreement for
intermodal containers from the GE SeaCo international fleet. The transaction
will be financed by approximately A$12 million of bank financing and A$8 million
of equity from GFN and Bison Capital Australia LP, which owns the remaining
13.8% interest in Royal Wolf.
"This
transaction is a natural fit for Royal Wolf and continues our strategy of both
organic and acquisition growth", said Ronald Valenta, CEO of General
Finance.
Bob
Allan, Royal Wolf's CEO, noted that the acquisition of GE SeaCo's dry and
refrigerated container business will also provide greater balance towards
leasing revenues, including mid-sized customers that will fit well within the
branch locations. Mr. Allan stated that "GE SeaCo has been a strong operator in
the Australian market. We believe the increase in range and availability from
the combined container fleets will be a real benefit to customers." Royal Wolf
was itself acquired by General Finance, formerly a special purpose acquisition
company, in September 2007.
About
General Finance Corporation
The
Company's 86.2%-owned subsidiary Royal Wolf, a privately held Australian company
acquired in September 2007, through its principal subsidiary, Royal Wolf Trading
Australia Pty Limited, is engaged in the sale and leasing of portable storage
containers, portable container buildings and freight containers to a broad
cross
section of industrial, commercial, educational and government customers
throughout Australia.
Cautionary
Statement About Forward-Looking Statements
Statements
in this news release that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. Such forward-looking statements include, but are not limited to,
statements regarding the proposed acquisition of certain assets of GE SeaCo
and
prospects of Royal Wolf following such acquisition. Readers are cautioned that
these forward-looking statements involve certain risks and uncertainties,
including those contained in the Company's revised definitive proxy statement
with respect to the Company's acquisition of Royal Wolf filed with the
Securities and Exchange Commission on August 10, 2007 and Transition Report
on
Form 10-K for the six months ended June 30, 2007. General Finance Corporation
disclaims any obligation to update any information contained in any
forward-looking statement.
Contact:
For
General Finance Corporation
John
Johnson
Chief
Operating Officer
(213)
706-0317
Or
Steven
Anreder
212-532-3232
Steven.anreder@anreder.com

text:
GENERAL
FINANCE CORPORATION

text: GE SEACO AUSTRALIA PTY LTD

text: General Finance Corporation

text: Royal Wolf Trading Australia Pty Ltd

text:
GE SeaCo Australia Pty
Ltd

text: Ronald Valenta

text: General Finance Corporation

text: General Finance Corporation

text: General Finance Corporation

text:
John
Johnson


text:
EX-99.1
2
t1300591_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE:
November 4, 2013
PVH CORP. AND G-III APPAREL GROUP, LTD.
COMPLETE SALE OF G.H. BASS & CO. BUSINESS
New York, New York - PVH Corp. [NYSE: PVH] and G-III Apparel Group,
Ltd. [NasdaqGS: GIII] announced today that they have completed the previously announced sale of substantially all of the assets
of PVH's G.H. Bass & Co. division to a subsidiary of G-III. Gross proceeds from the transaction were approximately $50
million, paid in cash.
About PVH Corp:
PVH Corp., one of the world's largest apparel companies, owns
and markets the iconic
Calvin Klein
and
Tommy Hilfiger
brands worldwide. It is the world's largest shirt and
neckwear company and markets a variety of goods under its own brands,
Van Heusen, Calvin Klein, Tommy Hilfiger, IZOD, ARROW,
Warner's
and
Olga
, and its licensed brands, including
Speedo, Geoffrey Beene, Kenneth Cole New York, Kenneth
Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps, Donald J. Trump Signature Collection, JOE Joseph Abboud, DKNY, Ike Behar
and
John Varvatos
.
About G-III Apparel Group, Ltd.:
G-III is a leading manufacturer and distributor of outerwear, dresses,
sportswear, swimwear, women's suits and women's performance wear, as well as footwear, luggage and women's handbags, small leather
goods and cold weather accessories, under licensed brands, its own brands and private label brands. G-III sells swimwear, resort
wear and related accessories under its own
Vilebrequin
brand. G-III also sells outerwear, dresses, performance wear and
handbags under its own
Andrew Marc
and
Marc New York
brands and has licensed these brands to select third parties
in certain product categories. G-III has fashion licenses under the
Calvin Klein
,
Kenneth Cole
,
Cole Haan
,
Guess?
,
Tommy Hilfiger
,
Jones New York
,
Jessica Simpson
,
Sean John
,
Vince Camuto
,
Ivanka
Trump
,
Nine West
,
Ellen Tracy
,
Kensie
,
Mac & Jac
,
Levi's
and
Dockers
brands.
Through its team sports business, G-III has licenses with the National Football League, National Basketball Association, Major
League Baseball, National Hockey League, Touch by Alyssa Milano and more than 100 U.S. colleges and universities. G-III's
other owned brands include
G-III Sports by Carl Banks
,
Eliza J
,
Black Rivet
,
Jessica Howard
and
Winlit
.
G-III also operates retail stores under the
Wilsons Leather
,
Bass
,
G.H. Bass & Co.
,
Vilebrequin
,
Calvin Klein Performance
and
Andrew Marc
names.
Contacts:
PVH Corp.:
Dana Perlman
Treasurer and Senior Vice President, Business Development &
Investor Relations
(212) 381-3502
investorrelations@pvh.com
G-III Apparel Group, Ltd.:
Neal Nackman
Chief Financial Officer
(212) 403-0500
G-III Investor Relations - ICR Inc.
James R. Palczynski
(203) 682-8200
PVH CORP. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995:
Forward-looking statements in this press release, including, without limitation, statements
relating to the Company's future revenue and earnings, plans, strategies, objectives, expectations and intentions are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy,
and some of which might not be anticipated, including, without limitation, the following: (i) the Company's plans, strategies,
objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) in connection
with the acquisition of The Warnaco Group, Inc. ("Warnaco"), the Company borrowed significant amounts, may be considered
to be highly leveraged, and will have to use a significant portion of its cash flows to service such indebtedness, as a result
of which the Company might not have sufficient funds to operate its businesses in the manner it intends or has operated in the
past; (iii) the levels of sales of the Company's apparel, footwear and related products, both to its wholesale customers
and in its retail stores, the levels of sales of the Company's licensees at wholesale and retail, and the extent of discounts
and promotional pricing in which the Company and its licensees and other business partners are required to engage, all of which
can be affected by weather conditions, changes in the economy, fuel prices, reductions in travel, fashion trends, consolidations,
repositionings and bankruptcies in the retail industries, repositionings of brands by the Company's licensors and other factors;
(iv) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and
inventory, including the Company's ability to realize benefits from Warnaco; (v) the Company's operations and results
could be affected by quota restrictions and the imposition of safeguard controls (which, among other things, could limit the Company's
ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and
cost of raw materials,the Company's ability to adjust timely to changes in trade
regulations and the migration and development of manufacturers (which can affect where the Company's products can best be
produced), changes in available factory and shipping capacity, wage and shipping cost escalation, and civil conflict, war or terrorist
acts, the threat of any of the foregoing, or political and labor instability in any of the countries where the Company's
or its licensees' or other business partners' products are sold, produced or are planned to be sold or produced; (vi)
disease epidemics and health related concerns, which could result in closed
factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas, as well
as reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure; (vii)
acquisitions and issues arising with acquisitions and proposed transactions, including, without limitation, the ability to integrate
an acquired entity, such as Warnaco, into the Company with no substantial adverse effect on the acquired entity's or the Company's existing operations, employee relationships,
vendor relationships, customer relationships or financial performance; (viii) the failure of the Company's licensees to market
successfully licensed products or to preserve the value of the Company's brands, or their misuse of the Company's brands;
and (ix) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange
Commission.
The Company does not undertake any obligation to update publicly
any forward-looking statement, including, without limitation, any estimate regarding earnings, whether as a result of the receipt
of new information, future events or otherwise.
G-III SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995:
Statements concerning G-III's business outlook or future economic performance, anticipated revenues,
expenses or other financial items; product introductions and plans and objectives related thereto; and statements concerning assumptions
made or expectations as to any future events, conditions, performance or other matters are "forward-looking statements"
as that term is defined under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties and factors
which include, but are not limited to, reliance on licensed product, reliance on foreign manufacturers, risks of doing business
abroad, the current economic and credit environment, the nature of the apparel industry, including changing customer demand and
tastes, customer concentration, seasonality, risks of operating a retail business, customer acceptance of new products, the impact
of competitive products and pricing, dependence on existing management, possible disruption from acquisitions and general economic
conditions, as well as other risks detailed in G-III's filings with the Securities and Exchange Commission. G-III assumes
no obligation to update the information in this release.

text: PVH CORP.

text: G-III APPAREL GROUP, LTD.

text: G.H. BASS & CO.

text: PVH Corp.

text:
G-III Apparel Group,
Ltd.

text: G.H. Bass & Co.

text: G-III

text: PVH Corp.

text: G-III Apparel Group, Ltd.

text: G-III

text: G-III

text: G-III

text: G-III

text: G-III

text: G-III

text: G-III

text: G-III

text: G.H. Bass & Co.

text: PVH Corp.

text: Dana Perlman

text: G-III Apparel Group, Ltd.

text: Neal Nackman

text: G-III

text: PVH CORP.

text: The Warnaco Group, Inc.

text: G-III

text: G-III

text: G-III

text: G-III


text:
EX-99.1
5
rcrt_ex991.htm
PRESS RELEASE
rcrt_ex991.htm
EXHIBIT 99.1
Recruiter.com Acquires Flexible Talent Solutions Leader, the Novo Group
RCRT
,
RCRTW
| 2 days ago
Transforming recruiting into an on-demand experience
NEW YORK, NY / ACCESSWIRE / August 30, 2021 /
Recruiter.com Group, Inc. (NASDAQ:RCRT)(NASDAQ:RCRTW) ("Recruiter.com"), a leader in on-demand
recruiting solutions
, today announced it has completed the acquisition of the
Novo Group, Inc.
(the "Novo Group"), a company that provides flexible talent acquisition to a wide array of customers, including life sciences, manufacturing, and consumer goods.
"We couldn't be more excited to bring the Novo Group to Recruiter.com, combining a trailblazing recruiting technology solutions platform with a leading-edge talent acquisition practice", said Evan Sohn, CEO of Recruiter.com. "Together, we'll define the future of recruiting, creating the on-demand and flexible experience that enables every employer to recruit talent and scale up and down with demand swiftly. The acquisition adds fuel to our rapidly growing on-demand recruiting segment, which already showed 88% sequential quarterly growth in the second quarter of 2021".
"We've learned over the past year that the way employers recruit talent is dramatically changing", said Michael McElherne, COO of Novo Group. "Together with Recruiter.com, we will give both large and small employers a way to react in real-time to their talent demands, with flexible, scalable solutions. In the on-demand world of the virtual workplace, we are excited to offer a compelling solution that matches the urgent nature of talent resourcing needs".
As Recruiter.com's CEO
recently discussed
on CNBC's "The Exchange", the country's ongoing labor shortage should create a "phenomenal market for talent acquisition professionals and recruiters", with people looking for help from recruiters to help fill the vast amount of open roles with companies. General market data supports this trend, with outsourced recruiting and talent acquisition expected to reach $14.4 billion by 2027, growing at a CAGR of 13.8%, according to a report by ReportLinker on the segment, with the current U.S. market estimated at $1.7 Billion in 2020. Recruiter.com's platform, which provides both technology and on-demand recruiting services, addresses this demand.
"Recruiter.com and Novo Group coming together will help us become, we believe, more responsive and more innovative, so we can better serve our clients", said Miles Jennings, President and COO of Recruiter.com. "Recruiter.com provides on-tap recruiting, supported by advanced artificial intelligence technologies and the largest network of recruiters nationwide. By coming together, we enhance our capacity to deliver effective talent acquisition solutions and expand our opportunities to leverage our AI software solutions with clients".
Recruiter.com welcomes the Novo Group team to Recruiter.com, including talented sales, delivery, and customer support staff. Michael McElherne, COO of Novo Group, joins Recruiter.com as SVP of On-Demand Delivery. McElherne, who LinkedIn has recognized as one of the "Top 100" Talent Professionals globally, has represented some of the world's most recognized companies in Private Equity, Manufacturing, Life Sciences, IT, Pharma, Biotech, Supply Chain, and Investment Banking. A native of Chicago, Michael received his MBA from the Keller Graduate School of Management at DeVry University.
The acquisition of Novo Group was successfully completed on August 27, 2021. This does not purport to be a full overview of the transaction, additional information regarding which will be found in Recruiter.com's Form 8-K, which will be filed with the U.S. Securities and Exchange Commission.
About Recruiter.com Group, Inc.
Recruiter.com is an online hiring platform delivering on-demand recruiting technology and services to both large and small businesses. With AI and video technology, and the world's largest network of recruiters, Recruiter.com delivers on-tap recruiting that flexes with hiring needs. To learn more, visit
https://www.recruiter.com
.
For investor information, visit
https://investors.recruiter.com
Please follow social media channels for additional updates:
·
LinkedIn Recruiter Network Group:
https://www.linkedin.com/groups/42370/
·
LinkedIn Company Page:
https://www.linkedin.com/company/1240434
·
Twitter Company Page:
https://twitter.com/recruiterdotcom
·
Facebook Company Page:
https://www.facebook.com/RecruiterDotCom
Company Contact:
Evan Sohn
CEO
Recruiter.com Group, Inc.
info@recruiter.com
Investor Relations:
Dave Gentry
RedChip Companies, Inc.
Phone: (407) 491-4498
dave@redchip.com
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecasts" "believe", "may", "estimate", "continue", "anticipate", "intend", "should", "plan", "could", "target", "potential", "is likely", "will", "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued demand for professional hiring, the accuracy of the Recruiter Index® survey, the impact of the COVID-19 pandemic on the job market and the economy as virus levels are again rising in many states, and the Risk Factors contained within our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

text: Recruiter.com

text: Novo Group

text: Recruiter.com Group, Inc.

text: Recruiter.com

text: Novo Group, Inc.

text: Novo Group

text: Novo Group

text: Recruiter.com

text: Evan Sohn

text: Recruiter.com

text: Novo Group

text: Recruiter.com

text: Recruiter.com

text: Recruiter.com

text: Recruiter.com

text: Novo Group

text: Miles Jennings

text: Recruiter.com

text: Recruiter.com

text: Recruiter.com

text: Novo Group

text: Recruiter.com

text: Novo Group

text: Recruiter.com

text: Novo Group

text: Recruiter.com

text: Recruiter.com Group, Inc.

text: Recruiter.com

text: Recruiter.com

text: Evan Sohn

text: Recruiter.com Group, Inc.


text:
EX-99.1
3
ex99102-11x21.htm
EX-99.1
Document
BGSF, Inc. Acquires Momentum Solutionz, a Nationally Recognized Provider of Information Technology Consulting and Managed Services
Broadens Professional Services Offering and Elevates High-Level Consultant Sourcing
PLANO, Texas - (February 9, 2021) - BGSF, Inc. (NYSE: BGSF), a growing national provider of workforce solutions, today announced it completed the acquisition of substantially all of the assets of Momentum Solutionz, LLC. The purchase price consists of $3.78 million paid at closing and up to $2.22 million in earnout based on achieving certain agreed upon performance targets in the first two years after closing, subject to customary purchase price adjustments. Momentum Solutionz reported unaudited revenues of approximately $3 million in fiscal year 2020.
Momentum Solutionz is the 12th acquisition made by BGSF since 2009 as part of its growth strategy to enhance and expand its portfolio of service offerings and capabilities. The acquisition of this leading consulting and managed IT solutions provider not only broadens BGSF's IT solutions offerings across its installed client partner base but also creates a niche growth opportunity for high-level consultant placements.
Momentum Solutionz delivers successful IT solutions to clients by providing innovative and flexible approaches that yield top-level performance and unrealized value. The company leverages an industry leading ticketing system in order to increase the efficiency, speed, routing and resolution of tasks and projects. Momentum is a recognized innovator that provides tailored IT solutions to meet the needs of complex business processes, including:
a.Cloud Services
b.Enterprise Professional Services
c.Enterprise Resource Planning
d.Enterprise Performance Management
e.Solution Center
Beth A. Garvey, President and CEO of BGSF, said, "We are excited to welcome the Momentum Solutionz group and service suite as part of our team. We have partnered with their leadership and integrated teams for many years selling solutions through EdgeRock Technology Partners. They focus on a very high-end market, and the ability to use their tool across all of our technologies is a huge opportunity with a higher margin profile for us. Additionally, like EdgeRock, Momentum Solutionz brings multi-year customer contracts with a recurring revenue model".
Jeff Servidio and Lorne Kaufman, Managing Partners of Momentum Solutionz, added, "We are humbled and thrilled to become part of the BGSF family. We believe the synergies and momentum we have created with EdgeRock over the last few years will continue into the future as we are able to expand our managed services and project-based services to the BGSF family. These services will allow BGSF to grow their diversification of services while complementing the company's strengths. We believe we are well positioned with the reputation and vision of BGSF, coupled with our process and experience, to create growth opportunities both in the short term, and for years to come".
About Momentum Solutionz
Momentum Solutionz is a provider of IT consulting and managed services for organizations utilizing ERP systems. The company's IT consulting services include strategic planning, software selection, road mapping, cloud migration and implementation of ERP systems. The company's IT managed services include optimization and maintenance of ERP systems. The
company provides services to clients throughout the United States in a variety of industries, including but not limited to hospitals, retail, universities and mid-size businesses.
About BGSF
Headquartered in Plano, Texas, BGSF provides workforce solutions to a variety of industries through its various divisions in IT, Cyber, Finance & Accounting, Creative, Real Estate (apartment communities and commercial buildings), and Light Industrial. BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 70th largest U.S. staffing company and the 50th largest IT staffing firm in the 2020 updates. The Company's disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF's family of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgsf.com.
Forward Looking Statements
The forward-looking statements in this press release are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding our future financial performance and the expectations and objectives of our board or management. The Company's actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including those listed in Item 1A of the Company's Annual Report on Form 10-K and in the Company's other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words "allows", "believes", "plans", "expects", "estimates", "should", "would", "may", "might", "forward", "will", "intends", "continue", "outlook", "temporarily", "progressing", and "anticipates" and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
CONTACT:
Hala Elsherbini or Steven Hooser
Three Part Advisors
ir@bgsf.com 214.442.0016

text: BGSF, Inc.

text: Momentum Solutionz

text: BGSF, Inc.

text: BGSF

text: Momentum Solutionz, LLC

text: Momentum Solutionz

text: Momentum Solutionz

text: BGSF

text: BGSF

text: Momentum Solutionz

text: Beth A. Garvey

text: BGSF

text: Momentum Solutionz

text: Momentum Solutionz

text: Momentum Solutionz

text: BGSF

text: BGSF

text: BGSF

text: BGSF

text: Momentum Solutionz

text: Momentum Solutionz

text: BGSF

text: BGSF

text: BGSF

text: BGSF