text:
EX-99.3
5
a07-23241_3ex99d3.htm
EX-99.3
Exhibit
99.3
ATS Corporation Completes Common
Stock and Warrant Repurchase
Program
Friday, September 7, 2007
MCLEAN, VA - (BUSINESSWIRE) - September 7, 2007, McLean, VA. ATS
Corporation ("ATSC" or the "Company") (OTCBB: ATCT.OB), a leading information
technology company that delivers innovative technology solutions to federal,
state, and local government organizations, today announced that it has completed
the common stock and warrant repurchase program authorized by its board of
directors and initiated after the consummation of the acquisition of Advanced
Technology Systems, Inc. ("ATS") in January of this year. Through September 7, 2007, the Company paid
approximately $13.5 million in cash to redeem 2,811,400 shares of common stock at
an average price of $4.80 per share and approximately $1.4 million in cash to
purchase 3,705,755 warrants at an average price of $0.39 per warrant. The Company had approximately 18,283,324
common shares and 38,294,245 warrants outstanding upon completion of the
program as of September 7, 2007.
ATSC Chairman, President and Chief Executive Officer, Dr. Edward
Bersoff, commented, "We are pleased to have completed this initiative to
improve our capital structure and we will continue to assess other means of
reducing the number of our outstanding warrants to improve long-term value for
both the Company and our shareholders".
About
ATS Corporation
ATS Corporation operates through its subsidiaries, ATS, Reliable
Integration Services, Potomac Management Group ("PMG"), and Appix, Inc. ("Appix").
ATS is a leading provider of systems integration and application
development, IT infrastructure management and strategic IT consulting services
to U.S. federal government agencies. Since its founding in 1978, ATS has been
recognized for its custom software development and software integration
capabilities and its deep domain expertise in federal government financial,
human resource and data management systems. ATS has built and implemented over
100 mission-critical systems for clients.
ATSC leverages its IT services, management consulting, and software and
systems development solutions expertise into financial institutions, insurance
companies and government sponsored enterprises through a wholly owned
subsidiary, Appix. Additional information about Appix may be found at
www.appix.com.
In addition, ATSC's subsidiary PMG provides government and commercial clients
with in-depth, proven expertise and assistance on global maritime operations,
regulations, program management, and information technology support.
Additional information about PMG can be found at www.potomacmgmt.com.
Any statements in this press release about future expectations, plans, and
prospects for ATSC, including statements about the estimated value of the
contract and work to be performed, and other statements containing the words "estimates,"
"believes", "anticipates", "plans", "expects", "will", and similar expressions,
constitute forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various
important factors, including: our
dependence on our contracts with federal government agencies for the
majority of our revenue, our dependence on our GSA schedule contracts and our
position as a prime contractor on government-wide acquisition contracts to grow
our business, and other factors discussed in our latest annual report on Form
10-K filed with the Securities and Exchange Commission on March 26, 2007. In
addition, the forward-looking statements included in this press release
represent our views as of September 7, 2007. We anticipate that subsequent
events and developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in the future,
we specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing our views as of any date
subsequent to September 7, 2007.
Additional information about ATSC may be found at www.atsva.com.
Company Contact:
Dr. Edward H. Bersoff
Chairman, President and Chief Executive Officer
ATS Corporation
(703) 506-0088
Joann O'Connell
Vice President, Investor Relations
ATS Corporation
(703) 506-0088
SOURCE: ATS Corporation

text: ATS Corporation

text:
ATS
Corporation

text:
Advanced
Technology Systems, Inc.

text:
Edward
Bersoff

text: ATS Corporation

text: ATS Corporation

text: Edward H. Bersoff

text: ATS Corporation

text: ATS Corporation

text: ATS Corporation


dataset: buster

text:
EX-99.01
2
dardenpressrelease.htm
dardenpressrelease.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
www.darden.com
Exhibit 99.01
Red Lobster®
Olive Garden® Bahama Breeze® Smokey Bones® Seasons 52®
NEWS/INFORMATION
Darden Restaurants, Inc
RARE Hospitality International, Inc
Corporate Relations
8215 Roswell Road
P.O. Box 593330
Atlanta, GA 30350
Orlando, FL 32859
Darden Contacts:
(Analysts) Matthew Stroud
(407) 245-6458
(Media) Bob McAdam
(407) 245-5366
RARE Contacts:
(Analysts) W. Douglas Benn
(770) 399-9595
FOR RELEASE
October 1, 2007
9:00 AM ET
DARDEN RESTAURANTS ANNOUNCES SUCCESSFUL COMPLETION OF CASH
TENDER OFFER FOR RARE HOSPITALITY INTERNATIONAL, INC.
ORLANDO, FL and ATLANTA, GA - Darden Restaurants, Inc. (NYSE: DRI) announced today the successful completion of its tender offer to acquire all outstanding shares of common stock of RARE Hospitality International, Inc. (Nasdaq: RARE), at a price of $38.15 per share, in cash.
The initial offering period for the tender offer expired at 12:00 midnight, New York City time, at the end of Friday, September 28, 2007, at which time a total of 26,991,599 shares of RARE common stock (excluding shares tendered under guaranteed delivery procedures) had been validly tendered and not withdrawn, representing 85.646% of the outstanding RARE common stock. Including the 4,743,236 shares tendered under guaranteed delivery procedures, more than 90% of the outstanding shares of RARE common stock were tendered in the tender offer. All shares that were validly tendered and not withdrawn have been accepted for purchase in accordance with the terms of the offer.
Merger
Darden intends to promptly acquire all of the remaining RARE shares by means of a short-form merger under Georgia law at the same price per share paid in the tender offer. Upon completion of the merger, RARE will become a wholly owned subsidiary of Darden and will no longer be traded on the NASDAQ.
Darden Restaurants, Inc., headquartered in Orlando, FL, owns and operates over 1,400 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52 restaurants with annual sales of $5.6 billion.
RARE Hospitality International, Inc., headquartered in Atlanta, GA, currently owns, operates and franchises 323 restaurants, including 292 LongHorn Steakhouse restaurants and 29 The Capital Grille restaurants.
Forward-looking statements in this news release are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements could address future economic performance, restaurant openings, various financial parameters, or similar matters. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden Restaurants, Inc.'s and RARE Hospitality International, Inc.'s Form 10- K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include successful completion of the proposed acquisition on a timely basis, the ability to integrate the business of RARE and achieve synergies following completion of the proposed acquisition, the impact of intense competition, changing economic or business conditions, the price and availability of food, ingredients and utilities, supply interruptions, labor and insurance costs, increased advertising and marketing costs, higher-than-anticipated costs to open or close restaurants, litigation, unfavorable publicity, a lack of suitable locations, government regulations, a failure to achieve growth objectives through the opening of new restaurants or the development or acquisition of new dining concepts, weather conditions, risks associated with Darden's plans to expand Darden's newer concepts Bahama Breeze and Seasons 52, the closure and disposition of certain Smokey Bones restaurants and the anticipated sale of the remaining Smokey Bones restaurants, risks associated with incurring substantial additional debt and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.
-END-

label: organization

text: Darden Restaurants

text: RARE

text: DARDEN RESTAURANTS

text: RARE HOSPITALITY INTERNATIONAL, INC.

text: Darden Restaurants, Inc.

text: RARE Hospitality International, Inc.

text: RARE

text: RARE

text: RARE

text: RARE

text: RARE

text: RARE

text: Darden Restaurants, Inc.

text: RARE Hospitality International, Inc.

text: Darden Restaurants, Inc.

text: RARE Hospitality International, Inc.

text: RARE

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
16
a13-21359_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
Date: October 1, 2013
Contact:
Donna Luedtke
Website
: www.cubicenergyinc.com
Investor Relations
Phone:
(972) 686-0369
Email:
donna@cubicenergyinc.com
Cubic Energy, Inc. Announces Progress Toward Closing of East Texas Assets
DALLAS, TX
-
Cubic Energy, Inc. (OTCQB: CBNR)
("Cubic" or the "Company")
announces today that it has executed certain closing documents with respect to the previously announced acquisition of all of the East Texas assets of Gastar Exploration, Texas, LP ("Gastar"). The net cash purchase price, anticipated to be $39,118,830 for these assets, is expected to be finalized and paid to Gastar on or before October 2, 2013.
Cubic Energy, Inc. is an independent company engaged in the development and production of, and exploration for, crude oil and natural gas. The Company's oil and gas assets and activity are concentrated primarily in the Cotton Valley and Haynesville Shale Play located in Northwest Louisiana. Additional information can be found on Cubic's website at: www.cubicenergyinc.com.
If you would like to be added to Cubic's email distribution list, please email your name and email address to Donna Luedtke, Investor Relations at donna@cubicenergyinc.com. This email distribution list is notified of all news events (including press releases and scheduled investor conference calls).
This press release includes statements, which may constitute "forward-looking" statements, usually containing the words "believe", "intend", "estimate"', "project"', "expect", or similar expressions. These statements are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, future trends in oil and natural gas prices, the ability to close the purchase of desirable oil and/or natural gas assets, the availability of capital for development of mineral projects and other projects, the availability of capital to satisfy debt obligations, dependency on pipelines in which to sell the Company's natural gas it produces, reliance on third party operators for wells in which the Company maintains a working interest, reliance on third party contractors to aid in developing the production infrastructure and in the performance of well completion work, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revision or changes after the date of this release. There can be no assurance that any future activities and/or transactions mentioned in this press release will occur as planned. Cubic cannot guarantee the timing of the drilling or any level of production from its wells.

text: Cubic Energy, Inc.

text: Cubic Energy, Inc.

text: Gastar Exploration, Texas, LP

text: Cubic Energy, Inc.


text:
EX-99.1
2
exh991.htm
PRESS RELEASE DATED JULY 6, 2007
Home System Group: Exhibit 99.1 - Prepared by TNT Filings Inc.
Home System Group Announces the Closing of the Acquisition of
Zhongshan City Weihe Appliances Co., LTD
LOS ANGELES, CA July 6, 2007 - Home System
Group (OTCBB: HSYT), an international manufacturer and distributor of home
appliance products to major global retailers, today announced that it has closed
the acquisition of Zhongshan City Weihe Appliances Co., Ltd., which was first
announced on June 26, 2007.
Founded in 1998, Zhongshan City Weihe
Appliances Co., Ltd. (Weihe) is a manufacturer of ceiling fans and residential
lighting for the international consumer market. Currently, the Company sells
approximately 1,500 different types of decorative ceiling fans and 200 types of
lamps which are manufactured across 23 different production lines. Sales are
conducted through various distributors who then sell the products to a number of
large and established retailers, including several Fortune 500 companies. Weihe
employs approximately 1,000 individuals in the areas of production, sales,
technical, financial and administrative functions and operates a facility that
is located eight miles from Home Systems Group. Weihe has committed to a "make
good" net income target for the periods ending December 31, 2007 and 2008 of
$8.8 million and $12.6 million respectively. In the event that Weihe does not
achieve these respective net income targets, Home System Group will retain the
right to deduct the percentage by which the net income is missed for such year
from the cash consideration to the Weihe shareholders. In addition, as a
stipulation of the transaction, Weihe's management has committed to remain with
the Company for at least the next two years.
Final consideration for the acquisition is
$27.0 million in cash and 4.5 million shares of restricted common stock of Home
System Group, subject to Home System Group's right to set off the cash portion
of the purchase price by any reimbursement amount payable to Home System Group
under the agreement or any shortfall of the make good amount. Forty percent of
the cash portion of the purchase price will be due to the Weihe shareholders on
the first anniversary of the closing of the transaction, with the remaining
sixty percent due by the second anniversary.
"The acquisition of Weihe represents the
largest by Home System to date and we are optimistic about our combined
prospects going forward", commented Mr. Li Wei Qui, CEO and Chairman of Home
System Group.
About Home System Group
Based in Guangdong Province, People's Republic
of China, Home System Group, through its wholly owned distributors Oceanic
International (Hong Kong), Ltd. (OCIL) and Oceanic Well Profit, Inc., produces
and distributes home appliances, including stainless steel gas grills,
residential water pumps, electronic fans, fruit processors, and other electrical
appliances to retailers in the United States, Europe and Australia. The Company
became public through a reverse merger on October 4, 2006. To learn more about
the Company, please visit the Company's website at:
http://www.homesystemgroup.com.
Safe Harbor Statement
Certain statements in this news release may
contain certain forward- looking statements about Home System Group's business
and products, including, but not limited to, statements regarding Home System
Group's prospects after the acquisition of Weihe. Actual results may differ
materially from the results expressed in the forward-looking statements due to a
number of risk factors including, but not limited to: general economic and
business conditions globally; product development; shipments to end customers;
market acceptance of new and existing products; additional competition from
existing and new competitors; changes in technology; economic, political, and
social events in China and other regions and markets; securities markets trends;
regulations of the U. S. Securities and Exchange Commission (SEC) and various
other factors beyond the Company's control. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement and by the
risk factors detailed in the Company's reports filed with the SEC. Home System
Group undertakes no duty to revise or update any forward-looking statements to
reflect events or circumstances after the date of this release.
For more information, please contact:
Michelle Zheng
Home System Group
Tel: +1-213-223-2277
Email: michelle@homesystemgroup.com
Matt Hayden
HC International, Inc.
Tel: +1-858-704-5065
Email: matt@haydenir.com

text: Home System Group

text: Home System Group

text:
Home System
Group

text: Home System Group

text:
Home
System Group

text: Home System Group

text: Home System Group

label: person

text: Li Wei Qui

text:
Home
System Group

text: Home System Group

text: Home System Group

text: Home System Group

text:
Home System
Group

text:
Home System
Group

text: Home System Group


text:
EX-99.1
3
exhibit991-pressrelease.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
FOR IMMEDIATE RELEASE
January 4, 2016
Huron Consulting Group Closes Sale of Huron Legal Business
CHICAGO - January 4, 2016 - Huron Consulting Group (NASDAQ: HURN), a leading provider of business consulting services, today announced that the Company completed the sale of its Huron Legal practice to Consilio, Inc., a global leader in eDiscovery and document review services, on December 31, 2015.
Huron will concentrate its resources and investments in the Company's Healthcare, Education and Life Sciences and Business Advisory segments to drive future growth and generate long-term value for its shareholders.
For more information, please read the press release announcing the divestiture here.
About Huron Consulting Group
Huron Consulting Group helps clients in diverse industries improve performance, transform the enterprise, reduce costs, leverage technology, address regulatory changes, recover from distress and stimulate growth. Our professionals employ their expertise in finance, operations, strategy, analytics, and technology to provide our clients with specialized analyses and customized advice and solutions that are tailored to address each client's particular challenges and opportunities to deliver sustainable and measurable results. The Company provides consulting services to a wide variety of both financially sound and distressed organizations, including healthcare organizations, leading academic institutions, Fortune 500 companies and governmental entities. Huron has worked with more than 450 health systems, hospitals, and academic medical centers; and more than 400 universities and research institutions. Learn more at www.huronconsultinggroup.com.
Statements in this press release that are not historical in nature, including those concerning the Company's current expectations about its future requirements and needs, are "forward-looking" statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as "may", "should", "expects", "provides", "anticipates", "assumes", "can", "will", "meets", "could", "likely", "intends", "might", "predicts", "seeks", "would", "believes", "estimates", "plans", or "continues." These forward-looking statements reflect our current expectations about our future requirements and needs, results, levels of activity, performance, or achievements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: failure to achieve expected utilization rates, billing rates and the number of revenue-generating professionals; inability to expand or adjust our service offerings in response to market demands; our dependence on renewal of client-based services; dependence on new business and retention of current clients and qualified personnel; failure to maintain third-party provider relationships and strategic alliances; inability to license technology to and from third parties; the impairment of goodwill; various factors related to income and other taxes; difficulties in successfully integrating the businesses we acquire and achieving expected benefits from such acquisitions; risks relating to privacy, information security, and related laws and standards; and a general downturn in market conditions. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including, among others, those described under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.
Media Contact:
Jenna Nichols
312-880-5693
jnichols@huronconsultinggroup.com
Investor Contact:
C. Mark Hussey
or
John D. Kelly
312-583-8722
investor@huronconsultinggroup.com

text: Huron Consulting Group

text: Huron Legal Business

text: Huron Consulting Group

text: Huron Legal

text: Consilio, Inc.

text: Huron Consulting Group

text: Huron Consulting Group


text:
EX-99.2
7
exhibit99-2.htm
BUSINESS OPPORTUNITY POLICY ADOPTED BY VANGUARD NATURAL RESOURCES, LLC AS OF DECEMBER 31, 2010.
exhibit99-2.htm
Exhibit 99.2
STATEMENT OF POLICIES RELATING TO THE CORPORATE
GOVERNANCE OF AND BUSINESS OPPORTUNITIES PRESENTED TO
VANGUARD NATURAL RESOURCES, LLC AND
ENCORE ENERGY PARTNERS LP
This Statement of Policies Related to the Corporate Governance of and Business Opportunities Presented to Vanguard Natural Resources, LLC ("
VNR
") and Encore Energy Partners LP ("
ENP
"), referred to herein as this "
Statement
", specifies the policies and procedures that have been adopted by VNR and ENP, as authorized and approved by the Board of Directors of VNR as of December 31, 2010, to address potential conflicts among VNR and ENP.
Corporate Governance
Conflicts Committees.
Each of VNR and the Board of Directors of Encore Energy Partners GP LLC, the general partner of ENP ("
ENP GP
") will maintain a Conflicts Committee of its Board of Directors that (i) is comprised entirely of directors who satisfy the independence requirements for Conflicts Committee members contained in the Second Amended and Restated Limited Liability Company Agreement of Vanguard Natural Resources, LLC, as it may be amended from time to time (the "
VNR LLC Agreement
") or the Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP, as it may be amended from time to time (the "
ENP LP Agreement
"), as applicable and (ii) otherwise satisfies the requirements contained in the definition of "Conflicts Committee" in the VNR LLC Agreement or ENP LP Agreement, as applicable.
Transactions between VNR and ENP Entities
Any material transaction between any of ENP or ENP GP or any of their respective subsidiaries (collectively, the "
ENP Entities
"), on the one hand, and VNR or any of its affiliates or subsidiaries other than the ENP Entities, on the other hand, will require (a) if the transaction relates to VNR, the prior approval of any of (i) the Board of Directors of VNR, (ii) the Conflicts Committee of the Board of Directors of VNR or (iii) another duly authorized committee of the Board of Directors of VNR and (b) if the transaction relates to an ENP Party, the prior approval of the Conflicts Committee of the Board of Directors of ENP GP. In addition, each of VNR and ENP will continue to be subject to their obligations under their respective credit agreements and partnership agreements related to transactions with affiliates
.
Business Opportunities
In the event that VNR or any of the ENP Entities (each a "
Business Opportunity Party
") is offered by a third party or discovers an opportunity (i) to acquire from a third party any properties, business, asset or entity or (ii) to develop, operate or construct any new property, pipeline, gathering system, storage facility or other facility or assets (each such opportunity a "
Business Opportunity
"), then any such Business Opportunity shall be allocated between VNR and ENP as provided in this section. In no event, however, will an opportunity for either VNR or ENP to acquire additional working or royalty interests in assets already held by either VNR or ENP, as applicable, be considered a Business Opportunity subject to this Statement.
1
ENP Area Business Opportunities.
If the Business Opportunity relates to a business, asset or entity located in:
·
the Big Horn Basin in Wyoming and Montana;
·
the Williston Basin in North Dakota and Montana;
·
the Arkoma Basin in Arkansas and Oklahoma; or
·
any other geographic area other than a VNR Area (as defined below);
(all such areas described in the above bullet points, collectively, the "
ENP Area
" and any Business Opportunity relating to a business, asset or entity located therein an "
ENP Area Business Opportunity
") then the Business Opportunity Party that is offered or discovers such ENP Area Business Opportunity shall promptly advise the Board of Directors of ENP GP and present such ENP Area Business Opportunity to ENP.
ENP shall be presumed to desire to pursue the ENP Area Business Opportunity until such time as ENP GP advises VNR that ENP has abandoned the pursuit of such ENP Area Business Opportunity. In the event that the purchase price associated with the ENP Business Opportunity is reasonably likely to equal or exceed $25,000,000 any decision to decline an ENP Area Business Opportunity shall only be made upon consultation with and subject to the approval of the Conflicts Committee of the Board of Directors of ENP GP. In the event that ENP abandons the ENP Area Business Opportunity and so notifies VNR, VNR shall have the right to pursue such ENP Area Business Opportunity.
VNR Area Business Opportunities.
If the Business Opportunity relates to a business, asset or entity located in:
·
the Appalachian Basin, including southeast Kentucky and northeast Tennessee;
·
south Texas; or
·
Mississippi;
(such areas described in the above bullet points, collectively, the "
VNR Area
" and any Business Opportunity relating to a business, asset or entity located therein a "
VNR Area Business Opportunity
") then the Business Opportunity Party that is offered or discovers such VNR Area Business Opportunity shall promptly advise the Board of Directors of VNR and present such VNR Area Business Opportunity to VNR.
VNR shall be presumed to desire to pursue the VNR Area Business Opportunity until such time as VNR advises ENP that VNR has abandoned the pursuit of such VNR Area Business Opportunity. In the event that the purchase price associated with the VNR Business Opportunity is reasonably likely to equal or exceed $25,000,000, any decision to decline a VNR Area Business Opportunity shall only be made upon consultation with and subject to the approval of (i) the Board of Directors of VNR, (ii) the Conflicts Committee of the Board of Directors of VNR or (iii) another duly authorized committee of the Board of Directors of VNR. In the event that VNR abandons the VNR Area Business Opportunity and so notifies ENP, ENP shall have the right to pursue such VNR Area Business Opportunity.
2
Joint Area Business Opportunities.
If the Business Opportunity relates to a business, asset or entity located in the Permian Basin in West Texas and New Mexico (such areas, the "
Joint Area
" and any Business Opportunity relating to a business, asset or entity located therein a "
Joint Area Business Opportunity
") then the Business Opportunity Party that is offered or discovers such Joint Area Business Opportunity shall promptly advise the Board of Directors of the other party to this Statement, VNR or ENP, as applicable. Each of VNR and ENP shall, upon completion of its necessary evaluation of the Joint Area Business Opportunity, inform each other whether or not such company intends to pursue the Joint Area Business Opportunity. In the event that the purchase price associated with the Joint Area Business Opportunity is reasonably likely to equal or exceed $25,000,000 any decision to decline a Joint Area Business Opportunity shall only be made (i) by VNR, upon consultation with and subject to the approval of (A) the Board of Directors of VNR, (B) the Conflicts Committee of the Board of Directors of VNR or (C) another duly authorized committee of the Board of Directors of VNR and (ii) by ENP, upon consultation with and subject to the approval of the Conflicts Committee of the Board of Directors of ENP GP.
In the event that both VNR and ENP wish to pursue the Joint Business Opportunity, then each company shall offer to the other the opportunity to participate in such Joint Area Business Opportunity on a 50/50 basis. If either VNR or ENP elects to abandon the Joint Area Business Opportunity and so notifies the other company, then such other company shall have the right to pursue such Joint Area Business Opportunity independently.
3

text: VANGUARD NATURAL RESOURCES, LLC

text: VANGUARD NATURAL RESOURCES, LLC

text: ENCORE ENERGY PARTNERS LP

override: organization

text: Vanguard Natural Resources, LLC

text: Encore Energy Partners LP

text: Vanguard Natural Resources, LLC

text: Encore Energy Partners LP


text:
EX-99.9
10
a06-19137_1ex99d9.htm
EX-99.9
Exhibit
99.9
May 8, 2006
Teragenix Corporation
5440 NW 33rd Avenue, Suite 108
Ft. Lauderdale, FL 33309
HemaCare Corporation
21101 Oxnard Street
Woodland Hills, California 91367
Re: Agreement
to Replace Promissory Note
Dear Joe and Judi:
Reference is made to the following:
1. Promissory
Note in the principal amount of $450,000, dated November 11, 2005, issued by
Teragenix Corporation ("
Teragenix
") to the order of Lawrence Feldman
(the "
Existing Note
"); and
2. Non-Binding
Letter of Intent dated March 10, 2006 between HemaCare Corporation ("
HemaCare
")
and Teragenix (the "
LOI
").
The LOI sets forth the proposed terms for the
acquisition of 100% of the outstanding capital stock of Teragenix by HemaCare
(the "
Acquisition
"). One of the
terms of the Acquisition is the replacement of the Existing Note with a new
subordinated promissory note in the principal amount of $250,000, the form of
which is attached hereto as
Exhibit "A"
(the "
New Note
"). In furtherance of their desire to proceed
with the Acquisition, Teragenix and HemaCare have requested that the
undersigned agree to replace the Existing Note with the New Note. The replacement of the Existing Note with the
New Note would occur concurrently with the closing of the Acquisition.
In consideration of the shorter time to maturity in
the New Note relative to the Existing Note and the obligation of Teragenix to
pay interest annually in the New Note, as well as the benefits which the
undersigned expects Teragenix to realize as a result of the consummation of the
Acquisition, the undersigned hereby agrees to accept, concurrently with the
closing of the Acquisition, the New Note in substitution for the Existing Note
and agrees to the terms of the New Note as reflected on Exhibit "A".
1
Letter to Teragenix and HemaCare
May 8,
2006
This letter agreement constitutes the entire agreement
among the undersigned, Teragenix and HemaCare with respect to the subject
matter hereof and may be amended or modified only in a written agreement among
such parties. This letter agreement may
be executed in any number of counterparts and by different parties on separate
counterparts. Each of such counterparts
shall be deemed to be an original, and all of such counterparts, taken
together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this
letter by telefacsimile shall be equally effective as delivery of a manually
executed counterpart.
[signature page to follow]
2
Letter to Teragenix and
HemaCare
May 8, 2006
Sincerely,
/s/ Lawrence Feldman
Lawrence Feldman
Acknowledged and Agreed:
TERAGENIX CORPORATION
By:
/s/ Joseph Mauro
Title: President
HEMACARE CORPORATION
By:
/s/ Judi Irving
Title:
President & CEO
3
EXHIBIT "A"
Form of New Note
[to be attached]
4

text: Teragenix

text: HemaCare

text: Teragenix

text: Teragenix

text: HemaCare

text: HemaCare

text: Teragenix

text: Teragenix

text: HemaCare

text: Teragenix

text: HemaCare

text: Teragenix

text: Teragenix

text: Teragenix

text: HemaCare

text: Teragenix

text: HemaCare

text: Teragenix

text: HemaCare

text: TERAGENIX

text: HEMACARE


text:
EX-99.1
2
irt-ex991_6.htm
EX-99.1 - PRESS RELEASE 9/26/17
irt-ex991_6.htm
Exhibit 99.1
Independence Realty Trust, Inc. Completes Acquisition of Four Communities
PHILADELPHIA - (BUSINESS WIRE) - September 26, 2017 - Independence Realty Trust, Inc. (NYSE: IRT) ("IRT") today announced the acquisition of four multifamily apartment communities, aggregating 917 units, representing the first phase of its previously announced acquisition of a nine community portfolio.
The remaining five communities are expected to close in succession during the fourth quarter of 2017, after and subject to the satisfaction of customary closing conditions, as well as the debt assumption process on three of the five communities.
"We are excited to announce the completion of the first phase of the portfolio acquisition and the implementation of our operational strategy to unlock value in the acquired assets", said Scott Schaeffer, Chairman and CEO of IRT. "We remain on track to complete the acquisition of the remaining five communities during the fourth quarter of 2017".
About Independence Realty Trust, Inc.
Independence Realty Trust (NYSE: IRT) is a real estate investment trust. After the acquisition of the nine community portfolio, IRT will own and operate 55 multifamily apartment properties, totaling 15,165 units, across non-gateway U.S. markets, including Louisville, Memphis, Atlanta and Raleigh. IRT's investment strategy is focused on gaining scale within key amenity rich submarkets that offer good school districts, high-quality retail and major employment centers. IRT aims to provide stockholders attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and a consistent return of capital through distributions and capital appreciation.
Corporate Headquarters
Two Liberty Place
50 S. 16th Street, Suite 3575
Philadelphia, PA 19102
267-270-4800
Independence Realty Trust, Inc. Contacts
Ted McHugh and Lauren Tarola
Edelman Financial Communications & Capital Markets
Phone: 212-277-4322
Email:
IRT@edelman.com

text: Independence Realty Trust, Inc.

text: Independence Realty Trust, Inc.

text: Scott Schaeffer

text: Independence Realty Trust, Inc.

text: Independence Realty Trust, Inc.


text:
EX-99.1
3
v121633_ex99-1.htm
EXHIBIT
99.1
Company
Press Release
SOURCE:
Mar
ked Mineral Exploration, Inc.
MAR
KED MINERAL EXPLORATION, INC. ACQUIRES NORTH AMERICAN ENERGY EXPLORATION,
INC.
Austin,
TX - July 29, 2008 - Prime Newswire - Mar Ked Mineral Exploration, Inc.
(OTCBB:MKED),
announces today that the Company has acquired 100% of the issued and outstanding
stock of North American Energy Exploration, Inc. (NAEE) by delivering 21,000,000
restricted MKED common shares.
NAEE
is
an oil and gas exploration company that is currently focused on obtaining and
developing leases in Northern Oklahoma and Southern Kansas. NAEE's focus is the
development of coal bed methane wells whose geological structures for
development range from 650 feet to 1,500 feet in depth.
MKED
President, Ross Silvey, stated, "The acquisition of NAEE shifts the Company's
focus into oil and gas energy development. Our objective will be to immediately
begin acquiring mineral leases in order to increase the Company's drilling
activities".
Forward-Looking
Statements in this news release are made pursuant to the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks, and uncertainties and actual results
could differ from those discussed. This material is information only, and is
not
an offer or solicitation to buy or sell the securities.
Investor
Contact:
Ross
Silvey
(512)
300-7614

text:
Mar
ked Mineral Exploration, Inc.

text:
MAR
KED MINERAL EXPLORATION, INC.

text:
NORTH AMERICAN ENERGY EXPLORATION,
INC.

text: Mar Ked Mineral Exploration, Inc.

text: North American Energy Exploration, Inc.

text: NAEE

text: NAEE

text: NAEE

text: NAEE


text:
EX-99.1
4
tv494620_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
PRESS RELEASE
CONTACT:
ZAIS Investor Relations
732-450-7440
ZAIS GROUP HOLDINGS, INC. ANNOUNCES COMPLETION
OF GOING PRIVATE TRANSACTION
Red Bank, NJ - May 18, 2018
- ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS" or the "Company") today announced that it has
completed the previously announced going private merger (the "Merger") of ZGH Merger Sub, Inc., a wholly-owned subsidiary
of the Company ("Merger Sub"), with and into the Company, whereby the Company survived the Merger and became a subsidiary
of Z Acquisition LLC, a Delaware limited liability company ("Parent") of which Christian Zugel, the Company's
Chairman and Chief Investment Officer ("Mr. Zugel"), is the sole managing member. The Merger was effected pursuant
to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2018, by and among
the Company, Parent and Merger Sub.
At the effective time of the Merger, each
share of Class A common stock of the Company (" Class A Common Stock") issued and outstanding immediately prior to
the effective time of the Merger (with the exception of certain excluded shares) was converted into the right to receive $4.10
in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"), in accordance with
the Merger Agreement. In addition, each restricted stock unit in respect of shares of Class A Common Stock ("RSU")
was converted into the right to receive the Merger Consideration multiplied by the number of shares underlying the RSU.
The Company today notified NASDAQ of the
completion of the Merger and requested that trading in the Class A Common Stock be suspended and that NASDAQ file with the Securities
and Exchange Commission ("SEC") a Notification of Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25, thereby commencing the process of delisting
and deregistering the Class A Common Stock. The Company intends to file a Form 15 to suspend its reporting obligations under Section
15(d) of the Exchange Act and to deregister its Class A Common Stock under Section 12(g) of the Exchange Act.
ABOUT ZAIS GROUP HOLDINGS, INC.
ZAIS is the managing member of, ZAIS Group
Parent, LLC ("ZGP"). ZGP is the sole member of ZAIS Group, LLC ("ZAIS Group"), an investment advisory
and asset management firm focused on specialized credit strategies with approximately $4.793 billion of assets under management
as of March 31, 2018. Based in Red Bank, New Jersey with operations in London, ZAIS Group employs professionals across investment
management, client relations, information technology, analytics, finance, law, compliance, risk management and operations. To
learn more, visit
www.zaisgroupholdings.com.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains statements
that constitute "forward-looking statements", as such term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered
by the safe harbor provided by the same. These statements are generally identified by the use of words such as "outlook,"
"believe", "expect", "potential", "continue", "may", "will,"
"should", "could", "would", "seek", "approximately", "predict,"
"intend", "plan", "estimate", "anticipate", "opportunity", "pipeline,"
"comfortable", "assume", "remain", "maintain", "sustain", "achieve"
or the negative version of those words or other comparable words. These statements are based on management's current
expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Risks, uncertainties and other factors include, but are not limited to,
those set forth in the Risk Factors section of the Company's Annual Report on Form 10-K and other reports filed by the Company
with the SEC, copies of which are available on the SEC's website, www.sec.gov
.. Consider those factors carefully in
evaluating the forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
2

text: ZAIS GROUP HOLDINGS, INC.

text: ZAIS Group Holdings, Inc.

text: ZGH Merger Sub, Inc.

text: Z Acquisition LLC

text: Christian Zugel

text: ZAIS GROUP HOLDINGS, INC.


text:
EX-99.1
23
exh99-1.htm
January 7, 2015 Exhibit 99.1
EXHIBIT 99.1
S&W Seed Company Signs Definitive
Agreements for $31.7 Million Financing to
Complete Purchase of DuPont Pioneer's Alfalfa
Business
Financing includes private placements of convertible debt with
warrants and common stock
For Immediate Release
Contact:
Robert Blum, Joe Dorame, Joe Diaz
Lytham Partners, LLC
602-889-9700
sanw@lythampartners.com
www.lythampartners.com
Matthew Szot
Chief Financial Officer
S&W Seed Company
559-884-2535
www.swseedco.com
FIVE POINTS, California - December 31, 2014 - S&W Seed Company (Nasdaq: SANW), announced today that it has entered into definitive agreements
with institutional and accredited investors for a private placement of convertible debt with warrants and a private placement of common stock to raise a total of $31.7 million to
complete the purchase of DuPont Pioneer's alfalfa research and production business. The private placements and the acquisition are expected to close simultaneously on
December 31, 2014.
In the private placement of convertible debt with warrants, the Company will issue $27.0 million of secured convertible debentures. The debentures are convertible at a
conversion price of $5.00 per share, bear interest at 8% per annum, and mature in 36 months from closing. The debenture holders will also receive warrants to purchase 2,700,000
shares of common stock at an exercise price of $5.00. The warrants will expire in 5.5 years.
In the private placement of common stock, the Company will issue to one institutional investor, MFP Partners, LP, 1,294,000 shares of its common stock at a purchase price of
$3.60 per share for gross proceeds of approximately $4.7 million. No warrants will be issued in connection with the common stock placement.
As previously announced, S&W intends to use the net proceeds of the private placements to complete the acquisition of DuPont Pioneer's alfalfa production and
research facility assets, as well as conventional (non-GMO) alfalfa germplasm. With the acquisition, S&W Seed Company will be the global leader in alfalfa seed, with
unrivaled research and development, production and distribution capabilities.
Craig-Hallum Capital Group served as the lead placement agent and Roth Capital Partners served as co-placement agent for the debenture offering. Piper Jaffray & Co.
acted as a financial advisor.
The securities offered in this financing transaction have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state
securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable state securities laws. As soon as practicable after the closing date of the debenture offering, but in no event
later than 90 days from the closing date, the Company shall seek stockholder approval for the issuance of the securities in the private placements in accordance with the
requirements of The NASDAQ Stock Market. If the Company fails to obtain such stockholder approval on its initial attempt, it will seek stockholder approval each calendar quarter
thereafter until such stockholder approval is obtained.
This press release includes a summary of the general terms of the concurrent debenture and common stock financings. A more complete description of the terms of the
financings will be included in a Report on Form 8-K to filed by S&W Seed Company with the SEC.
This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in the Central Valley of California. The Company is the largest producer
of non-dormant alfalfa seed varieties in the world, with production operations in the San Joaquin and Imperial Valleys of California, as well as in South Australia. The Company has
worldwide sales and distribution through both a domestic direct sales force as well as dealer-distributors. The Company's proprietary varieties are designed to meet the shifting
needs of farmers that require high performance in poor and highly saline soil conditions and have been verified over decades of university-sponsored trials. Additionally, the
Company is utilizing its research and breeding expertise to develop and produce U.S.-based stevia leaf. Stevia is an all-natural, zero calorie sweetener for the food and beverage
industry. For more information, please visit www.swseedco.com.
Safe Harbor Statement for S&W Seed Company
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or
"should", "expected", "anticipates", "draft", "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause
future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors and other risks identified in the company's Annual Report on Form 10-K for the fiscal year ended June
30, 2014, its Quarterly Report on Form 10-Q for the period ended September 30, 2014, and in other filings made by the Company with the Securities and Exchange
Commission.
# # #

text: S&W Seed Company

text: DuPont Pioneer

text:
Alfalfa
Business

text: Matthew Szot

text: S&W Seed Company

text: S&W Seed Company

text: DuPont Pioneer

text: DuPont Pioneer

text: S&W Seed Company

text: Craig-Hallum Capital Group

text: Roth Capital Partners

text: Piper Jaffray & Co.

text: S&W Seed Company

text: S&W Seed Company

text: S&W Seed Company

text: S&W Seed Company


text:
EX-99.1
9
ex99-1.txt
Exhibit 99.1
NEWS - FOR IMMEDIATE RELEASE
DATE: SEPTEMBER 1, 2004
From: Argan, Inc.
Contact: Haywood Miller
Fax: 301-315-0064
Phone: 301-315-0027
ARGAN ANNOUNCES MERGER WITH VITARICH LABORATORIES
ROCKVILLE, MD - Argan, Inc. (OTC BB; BSE: AGAX.OB; AGX) announced today the
closing of its merger with Vitarich Laboratories, Inc. (Vitarich). Vitarich is a
farm-to-market, vertically integrated private label manufacturer that
manufactures, packages and distributes premium nutraceutical products, including
nutritional and whole-food dietary supplements and other personal healthcare
products. The company is headquartered in Naples, FL.
Rainer Bosselmann, Chairman and Chief Executive Officer of Argan, remarked,
"Vitarich is the kind of entrepreneurial company we like to invest in. It
positions us for entry into the nutraceutical industry that is characterized by
rapid growth, fragmentation and opportunities for innovation and consolidation.
We will continue to look for investment opportunities in this industry." In
addition he stated, "Vitarich has a premier management team that has an
excellent industry reputation for the research, development and manufacture of
innovative and premium nutraceutical products in its state-of-the-art
facilities." Vitarich CEO Kevin Thomas says that "the entire Vitarich management
team is energized by the combination with Argan and by what it means for the
future of the company. The entire Vitarich team will continue our commitment to
research, quality products and excellent customer service." Vitarich has
experienced substantial growth over the past few years, growing from $7 million
in revenue in calendar year 2000 to approximately $17 million over the past 12
months. For more information see www.vitarichlabs.com.
Argan, Inc., headquartered in Rockville, MD, is a farm-to-market, vertically
integrated private label manufacturer that manufactures, packages and
distributes premium nutraceutical products, including nutritional and whole-food
dietary supplements and other personal healthcare products. Diversely, Argan has
another wholly owned subsidiary, Southern Maryland Cable, Inc., that provides
inside premise wiring services to the federal government and also provides
underground and aerial construction services and splicing to major
telecommunications and utilities customers.
This press release contains certain 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. Although the Company
believes the assumptions underlying the forward-looking statements contained
herein, including the development plans of the Company, are reasonable, any of
the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements contained in the press release will prove to
be accurate. In light of significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.

text: Argan, Inc.

text: ARGAN

text: VITARICH LABORATORIES

text: Argan, Inc.

text: Vitarich Laboratories, Inc.

text: Rainer Bosselmann

text: Argan

text: Argan

text: Argan, Inc.

text: Argan


text:
EX-99.1
6
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Press Release
Source: Vertical Communications, Inc.
Vertical Completes Acquisition of Vodavi
CAMBRIDGE, Mass (December 1, 2006) -Vertical Communications (VRCC.OB) ("Vertical"), a leading provider of next-generation, IP-based phone systems and applications that help businesses better serve their
customers, announced today the completion of its acquisition of Phoenix, Arizona-based Vodavi Technology, Inc. (NASDAQ:VTEK-News
;
"Vodavi") for $7.50 per share, or approximately $31.1 million in the aggregate. To finance the
Vodavi acquisition as well as to provide additional corporate working capital, Vertical completed a private placement transaction through the issuance of convertible preferred stock of approximately $27 million and also secured debt financing of up
to $30 million. As a result of the merger, trading in Vodavi's stock has been suspended, and its shares will no longer be listed on the NASDAQ Capital Market. The combination of Vertical and Vodavi positions Vertical as a top-five telephony
vendor serving the small to medium-sized business (SMB) market in North America, based on line shipments.
"We are pleased to complete the Vodavi
acquisition and we look forward to working with our expanded base of employees and dealers in maximizing the benefits of this transaction", said Bill Tauscher, Chairman and Chief Executive Officer. "The Vodavi acquisition substantially
ratchets up our combined research and development footprint and should allow us to more rapidly bring innovative product solutions and enhancements to market. Additionally, the improved financial strength of the Company resulting from our recent
financing transactions benefits both dealers and their end customers".
Associated with the Vodavi acquisition, Vertical will benefit from a strategic
business relationship with LG-Nortel Co., Ltd. ("LGN"), formerly Vodavi's largest shareholder and currently its primary product development and manufacturing business partner. LGN, a worldwide leader in the telecommunications industry
with world-class product development and manufacturing capabilities, made a $6.5 million convertible preferred stock equity investment into Vertical and, consequently, owns approximately 11 percent of Vertical's fully diluted voting shares
outstanding.
Vertical was formed through the combination of three industry-leading companies. In September 2004, Artisoft acquired Vertical Networks to
form Vertical Communications, which then acquired the assets of Comdial in September 2005. Vertical has now completed the next step in its growth by acquiring Vodavi Technology, Inc. With a current installed base of over 200,000 customers, Vertical
now features more than 300 employees in six principal locations in the United States and Europe, and an active worldwide distribution channel of more than 2,000 value-added resellers, distributors and systems integrators.
Vertical's vision is to help organizations transform their businesses by unlocking the hidden potential of phone systems and voice to deliver enhanced customer
service, reduce communications costs and significantly improve operational efficiencies. This acquisition is the next step in a series of initiatives Vertical has undertaken to realize its vision of building a
world-class telephony organization, with the product set, market reach and channel footprint to deliver next-generation telephony solutions and voice
applications to customers ranging from small and medium-sized businesses to large, distributed enterprises.
For a more detailed description of the terms
and conditions of the acquisition, please see the Company's Form 8-K which will be filed with the Securities and Exchange Commission in connection with the consummation of the merger.
About Vertical
Vertical Communications, Inc. is a leading provider
of next-generation IP-based voice and data communications systems for business. Vertical combines voice and data technologies with business process understanding to deliver integrated IP-PBX and application solutions that enhance customer service
and business productivity. Vertical's customers are leading companies of all sizes-from small to large and distributed-and include CVS/pharmacy, Staples and Apria Healthcare. Vertical is headquartered in Cambridge, Mass. and delivers
its solutions through a worldwide network of systems integrators, resellers and distributors. For more information, please visit the company's Website at www.vertical.com.
###
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995.
This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and
these statements are subject to important facts and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this document address a variety of
subjects, including, without limitation, statements about the benefits the Company expects to achieve upon the acquisition of Vodavi, including, without limitation, the benefits that the acquisition will have on the Company's dealers and
customers and the anticipated benefits from the consolidation of the Company's and Vodavi's research and development resources; the Company's assumptions about the future performance of Vodavi; the Company's ability to achieve
certain synergies and economies of scale upon the completion of the acquisition; the Company's ability to become a significant player within the IP-PBX telephony market; the Company's ability to meet the future obligations that it has or
will incur after the closing of the acquisition, and others. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the Company may fail to achieve
the anticipated benefits from the acquisition, including, without limitation, failing to obtain the desired benefits for the Company's dealers and customers or the failure to realize the anticipated benefits from the consolidation of the
Company's and Vodavi's research and development resources; the risk that the Company's assumptions about the future performance of Vodavi may prove to be incorrect; the risk that the Company may be unable to achieve the desired
synergies and economies of scale upon the completion of the acquisition; the risk that the Company may be unable to become a significant player within the IP-PBX telephony market; the risk that the Company may be unable to meet its future
obligations upon the closing of the acquisition; and other risks and assumptions detailed in the Company's filings with the Securities and Exchange Commission.
Trademark Information
Vertical Communications and the Vertical Communications logo and combinations thereof are trademarks of Vertical Communications, Inc. TeleVantage, InstantOffice and Vertical Networks are registered trademarks of Vertical Communications,
Inc. All other brand and product names are used for identification only and are the property of their respective holders.
Contact:
Financial Community Contact:
Vertical Communications, Inc.
Ken Clinebell, 941-554-5000 ext. 1513
kclinebell@vertical.com
or
Press Contact:
Vertical Communications, Inc.
Ann McDonough, 617-354-0600 ext. 194
amcdonough@vertical.com

text: Vertical Communications

text: Vertical

text: Vodavi

text: Vertical Communications

text: Vertical

text: Vodavi Technology, Inc.

text: Vodavi

text: Vodavi

text: Vertical

text: Vodavi

text: Vertical

text: Vodavi

text: Vertical

text: Vodavi

text: Bill Tauscher

text: Vodavi

text: Vodavi

text: Vertical

text: Vodavi

text: Vertical

text: Vertical

text: Vertical

text: Vertical

text: Vertical Communications

text: Vertical

text: Vodavi Technology, Inc.

text: Vertical

text: Vertical

text: Vertical

text: Vertical

text: Vertical Communications

text: Vertical

text: Vertical

text: Vertical

text: Vodavi

text: Vodavi

text: Vodavi

text: Vodavi

text: Vodavi

text: Vertical Communications

text: Vertical Communications

text: Vertical Communications

text: Vertical

text: Vertical Communications

text: Vertical Communications

text: Vertical Communications


text:
EX-99.1
4
ex99-1.htm
Ocwen
Financial Corporation
®
FOR
IMMEDIATE RELEASE
OCWEN
FINANCIAL COMPLETES ACQUISITION OF PHH CORPORATION; GLEN MESSINA BECOMES PRESIDENT AND CHIEF EXECUTIVE OFFICER
West
Palm Beach, FL - (October 4, 2018) Ocwen Financial Corporation (NYSE:OCN) ("Ocwen" or the "Company")
,
a leading financial services holding company, today announced the completion of its acquisition of PHH Corporation ("PHH"),
a mortgage platform with established servicing and origination recapture capabilities, effective October 4, 2018 for approximately
$360 million in cash or $11 per diluted common share.
As
previously announced, concurrent with the closing of the PHH merger, Glen A. Messina became the President and Chief Executive
Officer of Ocwen and a member of Ocwen's Board of Directors.
"The
close of this acquisition marks a new chapter in our history, and creates a strong non-bank mortgage servicer, positioned for
growth, and better able to serve borrowers and loan investors", commented Phyllis
Caldwell, Chair of Ocwen's Board of Directors. "We believe our increased size and scale will create both strategic
and financial benefits including accelerating our transition to an industry leading servicing platform, reducing servicing, originating
and overhead costs on a combined basis through the realization of $100 million in targeted cost synergies and improved economies
of scale, and providing a foundation to enable Ocwen to resume new business and growth activities to offset portfolio runoff in
the future. We are excited to officially welcome Glen Messina and the PHH employees to the
Ocwen family".
The
newly combined company, as of June 30, 2018, services approximately 1.7 million loans with an unpaid principal balance of over
$296 billion. In 2017, the combined company originated more than $3 billion of residential mortgage loans including reverse mortgages.
In
connection with the completion of the acquisition, PHH has become a wholly-owned subsidiary of Ocwen and the common stock of PHH
has been delisted from the New York Stock Exchange.
About
Ocwen Financial Corporation
Ocwen
Financial Corporation is a financial services holding company which, through its subsidiaries, services and originates loans.
We are headquartered in West Palm Beach, Florida, with offices throughout the United States and in the U.S. Virgin Islands and
operations in India and the Philippines. We have been serving our customers since 1988. We may post information that is important
to investors on our website (
www.Ocwen.com).
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference
to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words
such as "believe", "expect", "foresee", "forecast", "anticipate",
"intend", "estimate", "goal", "strategy", "plan" "target"
and "project" or conditional verbs such as "will", "may", "should", "could"
or "would" or the negative of these terms, although not all forward-looking statements contain these words.
Forward-looking
statements by their nature address matters that are, to different degrees, uncertain. Our business has been undergoing substantial
change which has magnified such uncertainties. Readers should bear these factors in mind when considering such statements and
should not place undue reliance on such statements.
Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the
past, actual results have differed from those suggested by forward-looking statements and this may happen again.
Important
factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but
are not limited to, the following: our ability to successfully integrate PHH's business, and to realize the strategic objectives,
synergies and other benefits of the acquisition at the time anticipated or at all, including our ability to integrate, maintain
and enhance PHH's servicing, subservicing and other business relationships, including its relationship with New Residential
Investment Corp. (NRZ), uncertainty related to claims, litigation, cease and desist orders and investigations brought by government
agencies and private parties regarding our servicing, foreclosure, modification, origination and other practices, including uncertainty
related to past, present or future investigations, litigation, cease and desist orders and settlements with state regulators,
the Consumer Financial Protection Bureau (CFPB), State Attorneys General, the Securities and Exchange Commission (SEC), the Department
of Justice or the Department of Housing and Urban Development (HUD) and actions brought under the False Claims Act by private
parties on behalf of the United States of America regarding incentive and other payments made by governmental entities; adverse
effects on our business as a result of regulatory investigations, litigation, cease and desist orders or settlements; reactions
to the announcement of such investigations, litigation, cease and desist orders or settlements by key counterparties or others,
including lenders, the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie
Mac) and the Government National Mortgage Association (Ginnie Mae); our ability to comply with the terms of our settlements with
regulatory agencies and the costs of doing so, increased regulatory scrutiny and media attention; any adverse developments in
existing legal proceedings or the initiation of new legal proceedings; our ability to effectively manage our regulatory and contractual
compliance obligations; our ability to comply with our servicing and subservicing agreements, including our ability to comply
with our agreements with, and the requirements of, Fannie Mae, Freddie Mac and Ginnie Mae and maintain our seller/servicer and
other statuses with them; our ability to contain and reduce our operating costs, the adequacy of our financial resources, including
our sources of liquidity and ability to sell, fund and recover advances, repay borrowings and comply with our debt agreements,
including the financial and other covenants contained in them; our ability to timely transfer mortgage servicing rights under
our July 2017 agreements and January 2018 agreements with NRZ; our ability to maintain our long-term relationship with NRZ; our
ability to realize anticipated future gains from future draws on existing loans in our reverse mortgage portfolio; our servicer
and credit ratings as well as other actions from various rating agencies, including the impact of prior or future downgrades of
our servicer and credit ratings; our ability to execute an effective chief executive officer leadership transition; as well as
other risks detailed in Ocwen's and, prior to the merger closing, PHH's reports and filings with the SEC, including
each of their respective annual reports on Form 10-K for the year ended December 31, 2017 and any current and quarterly reports
since such date. Anyone wishing to understand Ocwen's business should review its and PHH's SEC filings. Ocwen's
forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update or revise forward-looking
statements whether as a result of new information, future events or otherwise.
FOR
FURTHER INFORMATION CONTACT:
Investors:
Media:
Stephen
Swett
John
Lovallo
Dan
Rene
T:
(203) 614-0141
T:
(917) 612-8419
T:
(202) 973-1325
E:
shareholderrelations@ocwen.com
E:
jlovallo@levick.com
E:
drene@levick.com

text:
Ocwen
Financial Corporation

text:
OCWEN
FINANCIAL

text: PHH CORPORATION

text: Ocwen Financial Corporation

text: PHH Corporation

text: PHH

text: PHH

text:
Phyllis
Caldwell

text: PHH

text: PHH

text: PHH

text: Ocwen Financial Corporation

text:
Ocwen
Financial Corporation

text: PHH

text: PHH

text: PHH

text: PHH


text:
EX-99.1
7
a10-18754_1ex99d1.htm
EX-99.1
EX-99.1
FOR
IMMEDIATE RELEASE
Griffon Announces Closing of Ames True Temper Acquisition
NEW
YORK, NEW YORK, September 30, 2010
- Griffon Corporation
("Griffon") (NYSE: GFF) today announced the closing of the acquisition of Ames True Temper, Inc. ("Ames") from
Castle Harlan Partners IV, a fund of Castle Harlan, Inc., for total
consideration of $542 million, subject to certain adjustments, plus related
transaction fees and expenses. Ames, headquartered in Camp Hill, PA, is the
leading North American manufacturer and marketer of non-powered lawn and garden
tools, wheelbarrows, and other outdoor work products to the retail and
professional markets. The acquisition
was completed under the terms of the purchase agreement entered into on July 19,
2010.
Griffon
acquired Ames and financed the acquisition through its wholly-owned subsidiary,
Clopay Ames True Temper Holding Corp. ("Clopay Ames"), which holds Griffon's
Clopay Building Products and Performance Plastics subsidiaries as well as Ames. In order to finance the acquisition and
refinance the existing Plastics and Building Products asset based lending
facility ("ABL"), Clopay Ames entered into a $375 million secured term loan
facility arranged by Goldman Sachs Lending Partners LLC and Deutsche Bank Securities
Inc., and a new $125 million ABL arranged by J.P. Morgan Securities LLC and
Deutsche Bank Securities Inc. In
addition, Griffon provided $168 million cash to Clopay Ames, and Clopay Ames
borrowed $25 million under the new ABL, to finance the acquisition. Griffon
holds cash balances in excess of $160 million following completion of the Ames
transaction.
The
transaction is expected to be accretive to cash flow and earnings per diluted
share ("EPS") in fiscal 2011. Griffon noted that, on a pro-forma basis, for the
latest twelve months ended June 30, 2010, revenue of the combined
companies approximates $1.7 billion compared to $1.27 billion for Griffon
standalone; pro-forma EPS would increase approximately 60% over Griffon
standalone EPS for the comparable period, inclusive of all expected costs of
financing the acquisition.
Ron
Kramer, Griffon's Chief Executive Officer, commented "We are excited to
announce the closing of this significant acquisition. Ames sells its products through an array of
well-recognized brands, has longstanding relationships with its major
customers, and has an outstanding, experienced management team. Ames recently announced the acquisition in
Australia of Westmix, a manufacturer and leading supplier of products for the
hardware industry. We believe there are
significant additional growth opportunities for Ames both in North America and
around the globe".
Ames'
products include: long handle tools, wheelbarrows, snow tools, pots &
planters, striking tools, and other outdoor work products. Its
brands include: Ames®, True Temper®, Ames True Temper®, Dynamic Design™,
Garant®, UnionTools®, Razor-Back®, Jackson® and Hound Dog®. Ames' brands
hold the number one or number two market positions in their respective major
product categories.
Forward-looking
Statements
"Safe Harbor"
Statements under the Private Securities Litigation Reform Act of 1995: All
statements related to, among other things, income, earnings, cash flows,
revenue, changes in operations, operating improvements, industries in which
Griffon operates and the United States and global economies that are not
historical are hereby identified as "forward-looking statements" and may be
indicated by words or phrases such as "anticipates", "supports", "plans,"
"projects", "expects", "believes", "should", "would", "could", "hope,"
"forecast", "management is of the opinion", "may", "will", "estimates,"
"intends", "explores", "opportunities", the negative of these expressions, use
of the future tense and similar words or phrases. Such forward-looking statements are subject
to inherent risks and uncertainties that could cause actual results to differ
materially from those expressed in any forward-looking statements. These risks
and uncertainties include, among others: current economic conditions and
uncertainties in the housing, credit and capital markets; Griffon's ability to
achieve expected savings from cost control, integration and disposal
initiatives; the ability to identify and successfully consummate and integrate
value-adding acquisition opportunities; increasing competition and pricing
pressures in the markets served by Griffon's operating companies; the ability
of Griffon's operating companies to expand into new geographic and product
markets and to anticipate and meet customer demands for new products and
product enhancements and innovations; a reduction by the government in military
spending on projects supplied by Griffon's Telephonics Corporation; increases
in cost of raw materials such as resin and steel; changes in customer demand;
political events that could impact the worldwide economy; a downgrade in the
credit ratings of Griffon or its subsidiaries; international economic
conditions including interest rate and currency exchange fluctuations; the
relative mix of products and services which impacts margins and operating
efficiencies; short-term capacity constraints or prolonged excess capacity;
unforeseen developments in contingencies such as litigation; unfavorable
results of government agency contract audits of Griffon's subsidiary,
Telephonics Corporation; protection and validity of patent and other
intellectual property rights; the cyclical nature of the business of certain
Griffon operating companies; and possible terrorist threats and actions, and
their impact on the global economy. Such
statements reflect the views of Griffon with respect to future events and are
subject to these and other risks, uncertainties and assumptions relating to the
operations, results of operations, growth strategy and liquidity of Griffon as
previously disclosed in Griffon's Securities and Exchange Commission
filings. Readers are cautioned not to
place undue reliance on these forward-looking statements. These forward-looking
statements speak only as of the date made. Griffon undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
About
Griffon Corporation
Griffon
is a diversified management and holding company that conducts business through
wholly-owned subsidiaries. Griffon oversees
the operations of its subsidiaries, allocates resources among them and manages
their capital structures. Griffon
provides direction and assistance to its subsidiaries in connection with
acquisition and growth opportunities as well as in connection with
divestitures. Griffon also seeks out,
evaluates and, when appropriate, will acquire additional businesses that offer
potentially attractive returns on capital to further diversify itself.
Griffon
currently conducts its operations through Telephonics Corporation, Clopay
Building Products Company and Clopay Plastic Products Company, and, as of
today, Ames True Temper, Inc.
2
· Telephonics Corporation' high-technology
engineering and manufacturing capabilities provide integrated information,
communication and sensor system solutions to military and commercial markets
worldwide.
· Clopay Building Products Company is a leading
manufacturer and marketer of residential, commercial and industrial garage
doors to professional installing dealers and major home center retail chains.
· Clopay Plastic Products Company is an
international leader in the development and production of embossed, laminated
and printed specialty plastic films used in a variety of hygienic, health-care
and industrial applications.
For more
information on Griffon and its operating subsidiaries, please see Griffon's
website at www.griffoncorp.com.
Company
Contact:
Investor
Relations Contact:
Douglas
J. Wetmore
James
Palczynski
Chief
Financial Officer
Principal
and Director
Griffon
Corporation
ICR
Inc.
(212)
957-5000
(203)
682-8229
712
Fifth Avenue, 18th Floor
New
York, NY 10019
3

text: Griffon

text: Ames True Temper

text: Griffon Corporation

text: Griffon

text: Ames True Temper, Inc.

label: fund

text: Castle Harlan Partners IV

override: fund

text: Griffon

text: Ames True Temper

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Ames True Temper

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon Corporation

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Griffon

text: Ames True Temper, Inc.

text: Griffon

text: Griffon

text:
James
Palczynski

text:
Griffon
Corporation


text:
EX-99.1
2
v341269_ex99-1.htm
EXHIBIT 99.1
Mandalay Digital Group Completes Acquisition
of mia in Asia Pacific
Acquisition Will Enhance Revenue and
Cash Flow
Expands Distribution Channel for Digital
Turbine and Enhances Content Offerings and Services
LOS ANGELES - April 12 - Mandalay Digital Group,
Inc. (OTC Markets: MNDL) today announced it has closed the acquisition of mia, a leading mobile solutions provider based in Australia.
mia has extensive content licenses with major brands, a proprietary content management system and billing integration. Its customers
include tier-1 operators such as Vodafone Hutchison Australia, SingTel Optus and Telstra.
"Our acquisition of mia enables us to expand the Digital
Turbine footprint into the Asia Pacific region while also allowing us to leverage key synergies between the companies including
distribution channels, content, product offerings, services and personnel", stated Peter Adderton, chief executive officer
of Mandalay Digital Group. "mia is a proven company with an established and profitable business model that we expect to add
approximately $13 million to Mandalay Digital Group revenues over the next 12 months and enhance our cash flow profile. The acquisition
is another example of Mandalay's strategy of acquiring companies that add both immediate financial growth and further our
strategic initiative of creating the preeminent content management platform for OEM, carrier and media partners across the globe".
The Digital Turbine technology platform allows media companies,
mobile carriers and their OEM handset partners to take advantage of multiple mobile operating systems across multiple networks,
while maintaining their own branding and personalized, one-to-one relationships with each end-user.
Please see the Current Report on Form 8-K we previously filed
today for material information about the purchase consideration, financing terms and other material aspects of the mia transaction.
Such Current Report can be accessed through the SEC's website at
www.sec.gov.
About Mandalay Digital Group
Mandalay Digital
Group is at the convergence of internet media content and mobile communications. It delivers a mobile services platform that works
with mobile operators and third-party publishers to provide portal management, user interface, content development and billing
technology that enables the responsible distribution of mobile entertainment. Mandalay Digital is headquartered in Los Angeles
and has offices in Europe, Israel and Latin America to support global sales and marketing. For additional information, visit
www.mandalaydigital.com
.
About mia
Founded in 2003, mia enables experiences
on connected devices by enabling the delivery of content and applications to multiple devices, across any network, in any format.
mia's Sphere platform enables carriers, media companies and brands to work together, providing the best user experience
and lowering the cost of delivery. Today mia facilitates more than 800 live services including being the second largest digital
music retailer in Australia. For additional information, visit
http://www.mia.com.au/.
Forward Looking Statement
Statements in this news release concerning future results from operations, financial position, economic conditions, product releases
and any other statement that may be construed as a prediction of future performance or events are forward-looking statements which
involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those
expressed or implied by such statements. When used in this news release, the words "anticipate", "believe,"
"estimate", "expect", "will", "seeks", "should", "could",
"would", "may" and similar expressions, are intended to identify such forward-looking statements.
Our actual results, performance or achievements could differ
materially from those expressed in, or implied by, these forward-looking statements as a result of a variety of factors, such as;
changes in international regulatory and compliance requirements that could restrict our ability to develop, market and sell our
products; social, political or economic instability or recessions; diminished protection of intellectual property in some countries
outside of the United States; difficulty in hiring, staffing and managing qualified and proficient local employees and advisors
to run international operations; the difficulty of managing and operating an international enterprise, including difficulties in
maintaining effective communications with employees and customers due to distance, language and cultural barriers; differing labor
regulations and business practices; higher operating costs due to local laws or regulations; fluctuations in foreign economies
and currency exchange rates; difficulty in enforcing agreements; the potential impairment of tangible assets, intangible assets
and goodwill acquired in acquisitions; and potentially negative consequences from changes in or interpretations of tax laws, post-acquisition.
Other factors include uncertainties as to ability to raise new capital on acceptable terms or at all, ability to identify and consummate
roll-up acquisitions targets, levels of orders, ability to record revenues, release schedules, finalization and market acceptance
of new products, changes in economic conditions and market demand, pricing and other activities by competitors, and other risks
including those described from time to time in Mandalay Digital Group's filings on Forms 10-K and 10-Q with the Securities
and Exchange Commission (SEC), press releases and other communications.
Any of these factors may, individually or as a group, have a
material adverse effect on our business and results of operations.
We do not undertake any obligation to update any forward-looking
statements. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results
and trends at the time they are made, to anticipate future results or trends.

text: Mandalay Digital Group

text: mia

text:
Mandalay Digital Group,
Inc.

text: mia

text: mia

text: mia

text: Peter Adderton

text: Mandalay Digital Group

text: mia

text: Mandalay Digital Group

text: mia

text: Mandalay Digital Group

text:
Mandalay Digital
Group

text: mia

text: mia

text: mia

text: mia

text: Mandalay Digital Group


text:
EX-99.1
4
a8-kfor10x8x2021xex991.htm
EXHIBIT 99.1
Document
Exhibit 99.1
Mandiant Completes the Divestiture of its FireEye Products Business to McAfee Enterprise
Mandiant and combined McAfee Enterprise and FireEye Products company to support customers post-close with a joint reseller relationship, shared product telemetry and frontline threat intelligence
MILPITAS, Calif., Oct. 8, 2021 - Mandiant, Inc. (NASDAQ: MNDT), the leader in dynamic cyber defense and response, today announced the completion of the previously announced transaction to sell the FireEye Products business to McAfee Enterprise, which is backed by a consortium led by Symphony Technology Group (STG), in an all-cash transaction for $1.2 billion, before taxes and transaction-related expenses. Mandiant and the combined McAfee Enterprise and FireEye Products company will continue to support customers post-closing with a joint reseller relationship, shared product telemetry and frontline threat intelligence.
"The FireEye Products team and I are incredibly proud of our work while at FireEye and Mandiant and the positive outcomes we have delivered for customers across the globe", said Bryan Palma, who has been named CEO of the combined company for McAfee Enterprise and FireEye Products. "We are excited to join forces with our new colleagues at McAfee Enterprise and collaborate with Mandiant to continue delivering effective security to customers".
"With the divestiture of the FireEye Products business now closed, I look forward to accelerating our vision and building on Mandiant's unique strengths to deliver a range of dynamic cyber defense solutions to customers, and our partnership with the combined McAfee Enterprise and FireEye Products company", said Kevin Mandia, CEO at Mandiant.
Goldman Sachs & Co. LLC served as financial advisor, and Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisor, to Mandiant.
UBS Investment Bank and Jefferies LLC acted as financial advisors, and Paul Hastings LLP acted as legal advisor, to STG. UBS Investment Bank and Jefferies Finance LLC provided financing for the transaction.
About Mandiant, Inc.
Since 2004, Mandiant® has been a trusted partner to security-conscious organizations. Effective security is based on the right combination of expertise, intelligence, and adaptive technology, and the Mandiant Advantage SaaS platform scales decades of frontline experience and industry-leading threat intelligence to deliver a range of dynamic cyber defense solutions. Mandiant's approach helps organizations develop more effective and efficient cyber security programs and instills confidence in their readiness to defend against and respond to cyber threats.
© 2021 Mandiant, Inc. All rights reserved. Mandiant is a registered trademark of Mandiant, Inc. in the United States and other countries. All other brands, products, or service names are or may be trademarks or service marks of their respective owners.
Contacts:
Media
Media.Relations@Mandiant.com
Investors
Investor.Relations@Mandiant.com

text: Mandiant

text: McAfee Enterprise

text: Mandiant

text: McAfee Enterprise

text: Mandiant, Inc.

text: McAfee Enterprise

text: Mandiant

text: McAfee Enterprise

text: Mandiant

text: McAfee Enterprise

text: McAfee Enterprise

text: Mandiant

text: Mandiant

text: McAfee Enterprise

text: Kevin Mandia

text: Mandiant

text: Goldman Sachs & Co. LLC

text: Wilson Sonsini Goodrich & Rosati P.C.

text: Mandiant

text: UBS Investment Bank

text: Jefferies LLC

text: Paul Hastings LLP

text: UBS Investment Bank

text: Mandiant, Inc.

text: Mandiant

text: Mandiant

text: Mandiant

text: Mandiant, Inc.

text: Mandiant

text: Mandiant, Inc.


text:
EX-99.1
2
g20711exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
OPKO Health Acquires Chilean Pharmaceutical Company
MIAMI, October 2, 2009 - OPKO Health, Inc. (NYSE Amex: OPK) today announced that it has entered
into a definitive agreement to acquire Pharma Genexx S.A., a privately-held Chilean pharmaceutical
company engaged in the representation, importation, commercialization and distribution of
pharmaceutical products, OTC products and medical devices for the government, private and
institutional markets. The closing of the transaction, subject to customary closing conditions, is
expected to occur in the next several days.
OPKO will acquire Pharma Genexx S.A. for US $16 million in an all cash transaction from FASA, the
largest drugstore chain in Latin America, and Laboratorios Volta S.A., a Chilean pharmaceutical
company. Pharma Genexx started operations in 2006 and has since enjoyed continued growth in sales
and profits. Pharma Genexx had sales of approximately US $11 million in 2008 and approximately US
$7.6 million for the first six months of 2009.
Phillip Frost, OPKO's Chairman and Chief Executive Officer, commented, "We believe this acquisition
to be an excellent strategic fit for OPKO as we broadly expand into international markets. We plan
to extend the range of therapeutic areas covered by our products while maintaining a position in
ophthalmology".
About OPKO Health, Inc.
Miami-based OPKO is a specialty healthcare company involved in the discovery, development, and
commercialization of proprietary pharmaceutical products, medical devices, vaccines, diagnostic
technologies and imaging systems. Initially focused on the treatment and management of
ophthalmologic diseases, OPKO has since expanded into other areas of major unmet medical need such
as oncology, infectious diseases and neurological disorders.
This press release contains "forward-looking statements", as that term is defined under the Private
Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such
as "expects", "plans", "projects", "will", "may", "anticipates", "believes", "should", "intends,"
"estimates", and other words of similar meaning, including statements regarding continued growth in
sales and profit, our efforts to expand internationally and extend the range of therapeutic areas
covered by our products, statements regarding our product development efforts, as well as other
non-historical statements about our expectations, beliefs or intentions regarding our business,
technologies and products, financial condition, strategies or prospects. Many factors could cause
our actual activities or results to differ materially from the activities and results anticipated
in forward-looking statements, including that the acquisition of Pharma Genexx may be delayed or
may not be consummated at all, and that Pharma Genexx's profitability and growth may not continue.
These factors include those described in our filings with the Securities and Exchange Commission,
as well as risks inherent in funding, developing and obtaining regulatory approvals of new,
commercially-viable and competitive products and treatments. In addition, forward-looking
statements may also be adversely affected by general market factors, competitive product
development, product availability, federal and state regulations and legislation, the regulatory
process for new products and indications, manufacturing issues that may arise, patent positions and
litigation, among other factors. The forward-looking statements contained in this press release
speak only as of the date the statements were made, and we do not undertake any obligation to
update forward-looking statements. We intend that all forward-looking statements be subject to the
safe-harbor provisions of the PSLRA.
Contacts:
Steven D. Rubin 305-575-6015

text: OPKO Health

text: OPKO Health

text: Pharma Genexx S.A.

text: OPKO

text: Pharma Genexx S.A.

text: FASA

text: Laboratorios Volta S.A.

text: Pharma Genexx

text: Pharma Genexx

text: OPKO

text: OPKO

text: OPKO Health

text: OPKO

text: OPKO

text: Pharma Genexx

text: Pharma Genexx