text:
EX-99.1
4
v465350_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Sorrento Therapeutics Announces
Closing of its Acquisition of Virttu Biologics
SAN DIEGO, April 28, 2017 - Sorrento Therapeutics,
Inc. (NASDAQ: SRNE, "Sorrento") announced today the closing of a transaction whereby its cellular therapy focused subsidiary,
TNK Therapeutics, Inc. ("TNK"), has acquired Virttu Biologics Limited ("Virttu").
As announced by Sorrento on November 16, 2016, TNK and Virttu
entered into a binding term sheet setting forth the terms and conditions by which TNK would purchase all of the issued and outstanding
equity of Virttu. In consideration for the acquisition, Virttu equity holders received an aggregate of 797,081 shares of common
stock of Sorrento based on a $5.55 price per share and reimbursement of certain legal fees and will be eligible to receive an additional
approximately $20 million in stock of TNK shares should TNK close a third party equity financing of at least $50 million in proceeds
within 12 months of the closing of this transaction. If a financing in TNK has not occurred within 12 months of the closing of
this transaction, the equity holders of Virttu will be issued an aggregate of approximately 3,600,000 of Sorrento common stock
based on a $5.55 price of Sorrento common stock. Additionally, Virttu will be eligible to receive two additional milestone payments
of up to $10 million based on the two first marketing authorizations of Seprehvir® to occur in the US, EU or Japan. Each of
the two marketing authorization milestone payments will be for $5 million payable in cash, Sorrento common stock, the common stock
of another publicly traded company, or a combination thereof to be determined by TNK at the time that a regulatory milestone is
triggered.
Virttu, based in Glasgow, Scotland, is
a privately-held biopharmaceutical company focused on the development of oncolytic virus therapy for the treatment of cancer. Virttu's
lead product candidate Seprehvir® (HSV1716) is derived from a modified version of the common human herpes simplex virus (HSV-1).
Seprehvir® has been designed with the ability to specifically target and destroy tumor cells while also stimulating an anti-tumor
T-cell mediated immune response. As part of its global clinical program, Seprehvir® has been administered to over 100 adult
and pediatric patients in a variety of solid tumors including glioblastoma, mesothelioma, melanoma, head and neck cancer, pediatric
sarcomas and pediatric neuroblastomas.
Sorrento believes that a key advantage
of Seprehvir®, as compared to other HSV based oncolytic therapies, is that it has been safely administered systemically, intravenously,
intratumorally and by loco-regional infusion to specifically tailor the therapy to a patient's needs. In the 5 completed
Phase I studies, Seprehvir® was well tolerated, with fever, fatigue and lethargy reported as mild (Grade 1 and 2) and transient.
There were no major toxicities associated with Seprehvir® and no reactivations of latent HSV infection.
"With the acquisition of Virttu,
we are adding another clinical-stage asset to our pipeline of immunotherapies. Due to its unique characteristics, we believe Seprehvir®
has the potential for broad therapeutic application across various cancer indications and will be synergistic with TNK and Sorrento
clinical candidates, including our checkpoint inhibitors and cellular therapies. We are currently evaluating both monotherapy and
antibody combination studies utilizing Seprehvir® in both adult and pediatric patients as well as seeking regulatory guidance
for this program. We expect to initiate a Phase II clinical study of Seprehvir® after these discussions." said Dr. Henry
Ji, President and CEO of Sorrento.
"We believe in Seprehvir®
and its ability to treat and help cancer patients worldwide. I would like to thank the inventor of the technology, Professor
Moira Brown OBE, our dedicated scientists and my investors. We are very pleased that Sorrento will be our partner in taking Seprehvir®
to the next phase of its journey, to become an approved treatment against cancer" said David Crossland, investor in Virttu.
"We are delighted to announce the
completion of TNK's acquisition of Virttu. The combination of our oncolytic backbone combined with Sorrento's extensive
G-MAB™ fully human antibody library represents a powerful union for the next generation of multi-modality immunotherapies.
We look forward to working closely on developing Seprehvir®'s approval pathway and moving our next generation into the
clinic" Daniel Young,
Chief Commercial Officer of Virttu.
About Sorrento Therapeutics,
Inc.
Sorrento is an antibody-centric,
clinical stage biopharmaceutical company developing new treatments for immuno-oncology, inflammation and autoimmune diseases. Sorrento's
lead product candidates include immunotherapies focused on the treatment of both solid tumors and hematological malignancies, as
well as late stage pain products.
About TNK Therapeutics, Inc.
TNK Therapeutics is a subsidiary of Sorrento Therapeutics that
is focused on the development and commercialization of cellular therapies to address unmet medical needs in oncology. TNK technologies
harness the adaptive and innate immune system by reprogramming immune cells to recognize and efficiently kill cancer cells. TNK's
most advanced cellular therapy is T-007, a proprietary, second generation anti-CD38 CAR-T therapy, which is in IND-enabling studies
for the treatment of multiple myeloma. T-007 is based on a fully human anti-CD38 mAb derived from Sorrento's G-MAB antibody library.
Forward-Looking Statements
This press release and any statements made for and during any
presentation or meeting contain forward-looking statements related to Sorrento Therapeutics, Inc. and its subsidiaries under the
safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and subject to risks and uncertainties
that could cause actual results to differ materially from those projected. Forward-looking statements include statements regarding
the developments of and prospects for the field of oncolytic therapies and Virttu Biologic's technologies and products, including
Seprehvir®; Sorrento's expectations for its technologies and acquisitions; Sorrento's expectations for any of its clinical
programs and studies; Sorrento's and its subsidiaries' prospects; and other matters that are described in Sorrento's most recent
periodic reports filed with the Securities and Exchange Commission, including Sorrento's Annual Report on Form 10-K for the year
ended December 31, 2015, as amended, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, including
the risk factors set forth in those filings. Investors are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this release and we undertake no obligation to update any forward-looking statement in this
press release except as required by law.
Sorrento® and the Sorrento logo are registered trademarks
of Sorrento Therapeutics, Inc.
All other trademarks and trade names are the property of their
respective owners.
Logo - http://photos.prnewswire.com/prnh/20150105/167173LOGO
SOURCE: Sorrento Therapeutics, Inc.
© 2017 Sorrento Therapeutics, Inc. All Rights Reserved.
Contacts:
Kevin Herde
Executive Vice President & Chief Financial Officer
Tel: (858) 210-3736
kherde@sorrentotherapeutics.com
Miranda Toledano
Executive Vice President, Corporate Development
Tel: (858) 210-3700
mtoledano@sorrentotherapeutics.com

text: Sorrento Therapeutics

text:
Sorrento Therapeutics,
Inc.

text: TNK Therapeutics, Inc.

text: TNK

text: Virttu Biologics Limited

text: Virttu

text: TNK

text: Virttu

text: TNK

text: Virttu

text: Virttu

text: TNK

text: TNK

text: TNK

text: Virttu

text: Virttu

text: TNK

text: Virttu

text: Virttu

text: Virttu

text: TNK

text:
Henry
Ji

text: Virttu

text: TNK

text: Virttu

text: Daniel Young

text: Virttu

text:
Sorrento Therapeutics,
Inc.

text: TNK Therapeutics, Inc.

text: Sorrento Therapeutics

text: TNK

text: TNK

text: Sorrento Therapeutics, Inc.

text: Virttu

text: Sorrento Therapeutics, Inc.

text: Sorrento Therapeutics, Inc.

text: Sorrento Therapeutics, Inc.


dataset: buster

text:
EX-99.1
7
a15-20300_1ex99d1.htm
EX-99.1
Exhibit 99.1
SPX Completes Spin-Off of FLOW Business
To Begin Trading on the New York Stock Exchange Under New Ticker Symbol
CHARLOTTE, N.C., Sept. 28, 2015 /PRNewswire/ - SPX Corporation (NYSE:SPXC) today announced that it has completed the spin-off of SPX FLOW, Inc. and will begin trading today on the New York Stock Exchange under the symbol "SPXC".
SPX Corporation is led by non-executive Chairman, Patrick O'Leary and President and Chief Executive Officer, Gene Lowe.
"
Today marks a significant milestone in the long history of our Company and also the beginning of a new chapter as we work to grow, advance and redefine SPX Corporation", said Mr. O'Leary. "Going forward, we will have greater strategic flexibility and will also have an increased ability to attract an investor base suited to our Company's specific operational and financial characteristics".
Mr. Lowe added, "W
e are well-positioned with established product brands and leading positions in HVAC, Detection and Measurement and Power markets. We have a strong track record of innovation with the majority of our products designed to meet our customers' need for higher efficiency and productivity. As we move forward, we are focused on driving profitable growth, aligning our cost structure, enhancing our portfolio and executing disciplined capital allocation actions".
Mr. Lowe is joined by an experienced executive team who bring extensive industry knowledge and strong functional and operational skills to SPX Corporation. They include:
·
Scott Sproule - Vice President, Chief Financial Officer and Treasurer
·
Randy Data - President, South Africa and Global Operations
·
John Swann - President, Weil-McLain, Marley Engineered Products and Radiodetection
·
John Nurkin - Vice President, Secretary and General Counsel
·
Tausha White - Vice President and Chief Human Resources Officer
·
Brian Mason - President, SPX Transformer Solutions
·
J.B. Ballard - President, TCI and Flash Technologies
·
Darren Dickson - President, Genfare
·
Rick Bowling - President, Power Generation
·
Vivek Dhir - Vice President, Marketing and Business Development
About SPX Corporation:
Based in Charlotte, North Carolina, SPX Corporation is a leading supplier of highly engineered HVAC products, detection and measurement technologies and power equipment. With operations in about 20 countries, SPX Corporation has approximately $2 billion in annual revenues and approximately 6,000 employees worldwide. SPX Corporation is listed on the New York Stock Exchange under the ticker symbol, "SPXC". For more information, please visit www.spx.com.
Investor Contact:
Paul Clegg, Vice President, Finance and Investor Relations
Phone: 980-474-3704
E-mail: Paul.Clegg@spx.com
SOURCE SPX Corporation.

label: organization

text: SPX

text: SPX Corporation

text: SPX FLOW, Inc.

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

text: SPX Corporation

label: person

text: Paul Clegg

text: SPX Corporation

source_dataset: expertai/BUSTER

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


text:
EX-99.4
8
a13-16502_1ex99d4.htm
EX-99.4
Exhibit 99.4
Kodiak Oil & Gas Corp. Completes Williston Basin Acquisition; Announces Expanded Credit Facility
July 12, 2013
Kodiak Oil & Gas Corp. (NYSE: KOG), an oil and gas exploration and production company with primary assets in the Williston Basin of North Dakota, today announces the closing of the previously announced acquisition of core Bakken and Three Forks producing properties and undeveloped leasehold in the Williston Basin from Liberty Resources ("Liberty"), a Denver-based private oil and gas company.
Included in the acquisition are approximately 42,000 net leasehold acres and net production of approximately 5,600 barrels of oil equivalent per day (average net production for June 2013) located in McKenzie and Williams Counties, N.D. The acquired leasehold includes 35 controlled drilling spacing units, based upon 1,280-acre units, and is 90% held by production. The southern Williams County lands, approximating 14,000 net acres, are adjacent to Kodiak's core Polar area. An additional 25,000 net acres are located in McKenzie County to the west of the Company's Koala and Smokey areas. Kodiak has also assumed Liberty's contract for one drilling rig, which has 13 months remaining on its term.
The announced purchase price for the asset package was $660 million. Post-closing adjustments were $52 million, including $31 million in working capital items and $21 million of cash flow adjustments to reflect the acquisition's March 1, 2013 effective date. The Company paid an additional $20 million for acquisition costs associated with increased working interests acquired by Liberty subsequent to the effective date.
Including today's acquisition, Kodiak's leasehold position in the Williston Basin is now approximately 196,000 net acres.
Expanded Credit Facility
The Company funded the acquisition through borrowings under its revolving credit facility. In connection with the acquisition and reflecting year-to-date completion activities, Kodiak and its lending group, led by Wells Fargo Bank, N.A., entered into an amendment to the Company's amended and restated credit agreement to increase the Company's borrowing base and aggregate commitments under its existing senior secured revolving line of credit facility to $1.1 billion. This compares to the prior-level borrowing base of $650 million. Upon closing of the acquisition, the Company's borrowings under the credit facility were $976 million. The Company continues to evaluate all available financing alternatives to support its capital requirements.
About Kodiak Oil & Gas Corp.
Denver-based Kodiak Oil & Gas Corp. is an independent energy exploration and development company focused on exploring, developing and producing oil and natural gas primarily in the Williston Basin in the U.S. Rocky Mountains. For further information, please visit www.kodiakog.com. The Company's common shares are listed for trading on the New York Stock Exchange under the symbol: "KOG".
Forward-Looking Statements
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions 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. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding the Company's expectations as to the anticipated benefits of the acquisition transaction, expectations regarding the Company's operational, exploration and development plans. expectations regarding drilling plans, the Company's expectations regarding its anticipated capital requirements and its 2013 capital budget, and expectations regarding production, revenues, cash flows and recoveries. Factors that could cause or contribute to such differences include, but are not limited to, fluctuations in the prices of oil and gas, uncertainties inherent in estimating quantities of oil and gas reserves and projecting future rates of production and timing of development activities, competition, operating risks, acquisition risks, liquidity and capital requirements, the effects of governmental regulation, adverse changes in the market for the Company's oil and gas production, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission.
For further information, please contact:
Mr. Lynn A. Peterson, CEO and President, Kodiak Oil & Gas Corp. +1-303-592-8075
Mr. Trevor P. Seelye, CFA, Director of Financial Planning & Investor Relations +1-720-399-3282
Mr. David P. Charles, Sierra Partners LLC +1-303-757-2510 x11

text: Kodiak Oil & Gas Corp.

text: Kodiak Oil & Gas Corp.

text: Liberty Resources

text: Kodiak Oil & Gas Corp.

text: Kodiak Oil & Gas Corp.

text: Lynn A. Peterson

text: Kodiak Oil & Gas Corp.

text: Trevor P. Seelye

text: David P. Charles


text:
EX-99.1
3
v027179_ex99-1.txt
Euroweb Acquires Navigator Group, a Hungary-Based IT Services Firm, for $10
Million
Friday October 7, 11:21 am ET
BUDAPEST, Hungary--(BUSINESS WIRE)--Oct. 7, 2005--Euroweb International Corp.
(Euroweb) (Nasdaq:EWEB - News), today is proud to announce that Euroweb and
Euroweb Hungary Rt. (Euroweb Hungary), a wholly owned subsidiary of Euroweb,
completed the USD$10,000,000 acquisition of 100% of Navigator Group (Navigator),
a Hungary-based provider of IT outsourcing, applications development, and IT
consulting services.
Navigator was acquired from Marivaux Investments Limited and Graeton Holdings
Limited. Further information on Navigator and details of the acquisition can be
located in the Form 8-K's that have been filed with the SEC.
Csaba Toro, Chief Executive Officer of Euroweb International Corp., said, "We
are very pleased that the acquisition of Navigator was completed on such a
timely basis. We believe this acquisition may be a key element in our future
plans to redirect our company into new markets. Navigator will serve as our
platform into the vast world of IT services, and we intend to aggressively seek
additional opportunities in this industry".
Moshe Schnapp, President of Euroweb International Corp., commented, "The
decision to acquire Navigator is a step toward implementing our strategy as
stated by Csaba. This is a fresh new market for Euroweb. We see great
opportunities to expand this first major landmark deal into the IT sector and
see this acquisition of Navigator as a significant milestone for our company and
our shareholders. Euroweb intends to be a major player in the consolidation of
the IT industry in Hungary".
For more information about the Company go to: www.euroweb-international.com.
About Euroweb
Euroweb International owns and operates Internet Services Providers and value
added services in Hungary and Romania through its wholly owned subsidiaries
Euroweb Hungary Rt. and Euroweb Romania S.A. Euroweb's common stock is traded on
the Nasdaq SmallCap Market under the symbol "EWEB".
"SAFE HARBOR STATEMENT" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This press release contains forward-looking statements that involve risks and
uncertainties. The statements in this Release are forward-looking statements
that are made pursuant to safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Actual results, events and performance could vary
materially from those contemplated by these forward-looking statements. These
statements involve known and unknown risks and uncertainties, which may cause
Euroweb International Corp's actual results in future periods to differ
materially from results expressed or implied by forward-looking statements.
These risks and uncertainties include, among other things, product demand and
market competition. You should independently investigate and fully understand
all risks before making investment decisions.
----------
Contact:
Euroweb International Corp.
Kriszta Hollo, +36-1-88-97-101
or
Osprey Partners
Mike Mulshine, +1 732-292-0982
osprey57@optonline.net
----------
Source: Euroweb International Corp.

text: Euroweb

text: Navigator Group

text: Euroweb International Corp.

text: Euroweb

text: Euroweb

text: Euroweb Hungary Rt.

text: Euroweb

text: Navigator Group

text: Navigator

text: Navigator

text: Marivaux Investments Limited

override: organization

text:
Graeton Holdings
Limited

text: Navigator

text: Csaba Toro

text: Euroweb International Corp.

text: Navigator

text: Navigator

text: Moshe Schnapp

text: Euroweb International Corp.

text: Navigator

text: Euroweb

text: Navigator

text: Euroweb

text: Euroweb

text: Euroweb Hungary Rt.

text: Euroweb

text: Euroweb

text: Euroweb International Corp.

text: Euroweb International Corp.


text:
EX-99.1
2
ex991satspressrelease.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
EchoStar Announces Completion of the Spin-Off and Merger of its BSS Business
EchoStar Shareholders Entitled to Receive the Consideration in the Transaction Receive DISH Class A Common Stock, No Action Required
Englewood, CO, September 10, 2019 - EchoStar Corporation (NASDAQ:SATS) ("EchoStar") announced today the completion of its previously announced spin-off and subsequent merger with DISH Network Corporation (NASDAQ:DISH) ("DISH") of the portion of its business that manages, markets and provides (i) broadcast satellite services primarily to DISH, Dish Mexico, S. de R.L. de C.V. and their respective subsidiaries and (ii) telemetry, tracking and control services to satellites owned by DISH and a portion of EchoStar's other businesses, and certain related assets and business operations (the "BSS Business"). The transaction was announced on May 20, 2019 and a record date of August 19, 2019 was announced on August 9, 2019. The transaction is structured in a manner intended to be tax-free to EchoStar and its stockholders.
Mike Dugan, President and CEO of EchoStar said: "The conclusion of this transaction enables EchoStar to focus on the growing broadband market and other strategic opportunities".
Under the previously disclosed terms of the transaction, each holder of shares of Class A or Class B common stock of EchoStar who was entitled to receive the consideration in the transaction received one share of common stock of EchoStar BSS Corporation ("Newco"), a wholly-owned subsidiary of EchoStar that owned and operated the BSS Business as of the closing, for each share of EchoStar Class A or Class B common stock (together, the "EchoStar Common Stock") held by such holder (the "Distribution"). Immediately following the completion of the Distribution, BSS Merger Sub Inc., a direct wholly-owned subsidiary of DISH was merged with and into Newco (the "Merger"), with Newco continuing as a wholly-owned subsidiary of DISH.
As a result of the Distribution and the Merger, in addition to retaining the shares of EchoStar common stock they currently own, each EchoStar stockholder who was entitled to receive the consideration in the transaction received 0.23523769 shares of DISH Class A common stock for each share of common stock of Newco they received in the Distribution. No fractional shares of DISH Class A common stock were issued in the Merger, and instead, EchoStar stockholders who were entitled to receive the consideration in the transaction will receive cash in lieu of any fractional shares of DISH Class A common stock.
No action is required by EchoStar stockholders to receive the shares of DISH Class A common stock they are entitled to in the Merger. EchoStar stockholders are not required to surrender their shares of EchoStar Common Stock or pay for any shares of DISH Class A common stock that they receive and will retain all of their shares of EchoStar Common Stock and their associated rights.
Two-Way trading for EchoStar and DISH Stock
EchoStar has been advised by Nasdaq that from the day following the record date for the Distribution until the close of business today, there have been two markets in EchoStar Class A common stock on the Nasdaq: a "regular way" market under the ticker "SATS" (where a stockholder sells both its shares of EchoStar Class A common stock and its right to shares of DISH Class A common stock that it received in connection with the closing of the Merger) and an "ex-distribution" market under the ticker "SATSV" (where a stockholder sells only its shares of EchoStar Class A common stock). EchoStar has also been informed by Nasdaq that from the day following the record date until the close of business today an EchoStar stockholder can also continue to sell its right to DISH Class A common stock that it received in connection with the closing of the Merger under the Nasdaq ticker symbol "DISHV." Starting tomorrow, the "SATSV" and "DISHV" markets will be discontinued. In all cases, investors are encouraged to consult with their financial advisors regarding the specific implications of any sales of EchoStar Class A common stock stock through the close of business today.
About EchoStar
EchoStar Corporation (NASDAQ: SATS) is a premier global provider of satellite communications solutions. Headquartered in Englewood, Colo., and conducting business around the globe, EchoStar is a pioneer in secure communications technologies through its Hughes Network Systems and EchoStar Satellite Services business segments.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. When used in this release, the words "believe", "anticipate", "estimate", "expect", "intend", "project", "plans", and similar expressions and the use of future dates are intended to identify forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. The forward looking statements may include those regarding any matter set forth in this document or any of the exhibits incorporated herein. These forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward looking statements. Such factors include, but are not limited to, adverse effects on the market price of DISH's Class A common stock, adverse effects on the market price of EchoStar's Class A common stock and on EchoStar's operating results for any reason, including, without limitation, because of a failure to realize the expected benefits of a transaction, significant transaction costs and/or unknown liabilities, any lawsuits filed in connection with a transaction and general economic and business conditions that affect EchoStar or DISH following the transaction. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements are subject to certain risks, uncertainties, and assumptions. For additional information on these and other factors that could affect EchoStar's forward looking statements, see EchoStar's filings with the SEC, including EchoStar's most recently filed Annual Report on Form 10-K for the year ended December 31, 2018 and subsequent Quarterly Reports on Form 10-Q and other documents EchoStar files with the SEC from time to time. The forward looking statements speak only as of the date made, and EchoStar expressly disclaims any obligation to update these forward-looking statements.
Contacts:
EchoStar Investor Relations
Deepak Dutt
+1 (301) 428-1686
deepak.dutt@echostar.com
Terry Brown
+1 (303) 728-5179
Terry.Brown@echostar.com
EchoStar Corporate Communications
Sharyn Nerenberg
+1 (301) 428-7124
sharyn.nerenberg@echostar.com
2

text: DISH

text: EchoStar Corporation

text: DISH Network Corporation

text: DISH

text: DISH

text: DISH

text: Dish

text: DISH

text: Mike Dugan

text: Newco

text: DISH

text: Newco

text: Newco

text: DISH

text: DISH

text: Newco

text: DISH

text: DISH

text: DISH

text: DISH

text: DISH

text: DISH

text: DISH

text: EchoStar Corporation

text: DISH

text: DISH


text:
EX-99.1
7
exhibit6.htm
EX-99.1
EX-99.1
1551 N. Tustin Avenue, Suite 300
Santa Ana, CA 92705
714.667.8252 main
714.667.6860 fax
www.gbe-reits.com/healthcare2
Contact: Damon Elder
Phone: 714.975.2659
Email: damon.elder@grubb-ellis.com
Grubb & Ellis Healthcare REIT II Acquires
Cape Girardeau Long-Term Acute Care Hospital in Missouri
CAPE GIRARDEAU, Mo. (Aug. 18, 2010) - Grubb & Ellis Healthcare REIT II, Inc. today announced
that it has acquired Cape Girardeau Long-Term Acute Care Hospital, a single-story,
26,000-square-foot, Class A single-tenant facility in Cape Girardeau. The acquisition closed on
Aug. 12.
Located at 3255 Independence St., approximately 115 miles to the south of St. Louis and 170 miles
to the north of Memphis, Cape Girardeau Long-Term Acute Care Hospital is within one-and-a-half
miles of the 258-bed St. Francis Medical Center, the region's largest acute care facility and a
significant source of referral patients. Construction of a 208,000-square-foot combined Heart
Hospital and Cancer Institute is currently underway at the medical center.
"Cape Girardeau Long-Term Acute Care Hospital is the first of a four property portfolio of
long-term acute care hospitals we are in the process of acquiring under a long-term sale leaseback
agreement", said Danny Prosky, president and chief operating officer. "The addition of these
long-term care centers further diversifies Grubb & Ellis Healthcare REIT II, from both a geographic
and asset mix perspective, and provides stable income for at least the next fifteen years".
Built in 2006, Cape Girardeau Long-Term Acute Care Hospital is leased by Landmark Holdings of
Missouri, LLC, which signed a long-term lease through 2025.
Creative Health Capital, LLC represented the seller, White Oaks Real Estate Investments, LLC, an
unaffiliated third party, in the transaction. Grubb & Ellis Healthcare REIT II financed the
acquisition using cash proceeds received from its offering and $6,500,000 in borrowings under its
line of credit with Bank of America, N.A.
About Grubb & Ellis Healthcare REIT II
Grubb & Ellis Healthcare REIT II, Inc. intends to qualify as a real estate investment trust that
seeks to preserve, protect and return investors' capital contributions, pay regular cash
distributions, and realize growth in the value of its investments upon the ultimate sale of such
investments. Grubb & Ellis Healthcare REIT II is seeking to raise up to approximately $3 billion
in equity and to acquire a diversified portfolio of real estate assets, focusing primarily on
medical office buildings and other healthcare-related facilities.
Grubb & Ellis Healthcare REIT II is sponsored by Grubb & Ellis Company (NYSE: GBE). Grubb & Ellis
is one of the largest and most respected commercial real estate services and investment companies
in the world. Grubb & Ellis Company's 6,000 professionals in more than 100 company-owned and
affiliate offices draw from a unique platform of real estate services, practice groups and
investment products to deliver comprehensive, integrated solutions to real estate owners, tenants
and investors. The firm's transaction, management, consulting and investment services are supported
by highly regarded proprietary market research and extensive local expertise. Through its
investment subsidiaries, the company is a leading sponsor of real estate investment programs that
provide individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including publicly registered non-traded real estate investment trusts
(REITs), mutual funds, separate accounts and other real estate investment funds. For more
information, visit
www.grubb-ellis.com
.
* * *
This release contains certain forward-looking statements (under Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) with
respect to the success of Cape Girardeau Long-Term Acute Care Hospital, its stable income,
construction of the Heart Hospital and Cancer Institute, and whether its proximity to St. Francis
Medical Center is beneficial. Because such statements include risks, uncertainties and
contingencies, actual results may differ materially from those expressed or implied by such
forward-looking statements. These risks, uncertainties and contingencies include, but are not
limited to, the following: the strength and financial condition of Cape Girardeau Long-Term Acute
Care Hospital and its tenant; uncertainties relating to the financial strength of Cape Girardeau
Long-Term Acute Care Hospital, St. Francis Medical Center and the local economy of the city of Cape
Girardeau; uncertainties relating to changes in general economic and real estate conditions;
uncertainties regarding changes in the healthcare industry; the uncertainties relating to the
implementation of our real estate investment strategy; and other risk factors as outlined in the
company's prospectus, as amended from time to time, and as detailed from time to time in our
periodic reports, as filed with the U.S. Securities and Exchange Commission. Forward-looking
statements in this document speak only as of the date on which such statements were made, and we
undertake no obligation to update any such statements that may become untrue because of subsequent
events. We claim the safe harbor protection for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
THIS IS NEITHER AN OFFER TO SELL NOR AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN.
OFFERINGS ARE MADE ONLY BY MEANS OF A PROSPECTUS OR OFFERING MEMORANDUM.
###

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II, Inc.

text: Danny Prosky

text: Grubb & Ellis Healthcare REIT II

text: Creative Health Capital, LLC

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II, Inc.

text: Grubb & Ellis Healthcare REIT II

text: Grubb & Ellis Healthcare REIT II


text:
EX-99.1
4
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
KIRBY CORPORATION
Contact: Brian Carey
713-435-1413
FOR IMMEDIATE RELEASE
KIRBY CORPORATION COMPLETES THE PURCHASE OF STEWART & STEVENSON LLC AND REPORTS ON THE IMPACT OF HURRICANES HARVEY AND IRMA
Houston, Texas (September 13, 2017) - Kirby Corporation ("Kirby") (NYSE: KEX)
today announced the closing of the acquisition of substantially all of the assets and businesses of Stewart & Stevenson LLC ("Stewart & Stevenson") for approximately $756.5 million, before post-closing adjustments. The purchase was funded with 5.7 million shares of Kirby common stock valued at $366.6 million and $377.0 million in cash through Kirby's revolving credit facility, as well as assumed debt of $12.9 million. The cash consideration includes an adjustment for working capital due to increased receivables and inventory, and the assumed debt is for additional property. Kirby also announced today that Hurricanes Harvey and Irma caused little damage to Kirby vessels and minor flooding to one facility.
David W. Grzebinski, Kirby's President and Chief Executive Officer, commented on Stewart & Stevenson, "We are pleased to welcome the employees of Stewart & Stevenson to Kirby, and are excited to begin realizing the benefits of the combined distribution and services business. While purchase price allocations are not final, we expect the transaction to be $0.02 - $0.04 per share accretive to 2017 fourth quarter earnings. The market continues to develop favorably as reflected by the increase in working capital levels. However, the full benefit from the earnings contribution is likely to be partially offset in the quarter by one-time integration and transaction-related expenses. We will include a more definitive earnings assessment of Stewart & Stevenson in our 2018 full year guidance on our fourth quarter earnings call in January".
Regarding Hurricanes Harvey and Irma, Mr. Grzebinski said, "I commend all of our operations and vessel personnel who saw us through the hurricanes safely, and I am grateful for the support work of our shoreside staff. Though many of our colleagues have experienced significant damage to their homes and property, we are thankful that all Kirby employees and their families emerged unharmed from the storms".
Commenting on the hurricanes' impact to Kirby's operations, Mr. Grzebinski stated, "Harvey has significantly dislocated normal supply and distribution routes in our inland barge business. Ports from Corpus Christi to Houston started closing on August 23
rd
, and began reopening on September 1
st
. The storm also disrupted over 50% of U.S. petrochemical capacity and over 25% of refinery capacity, though many plants have returned to normal operations. Irma has also significantly disrupted our offshore business".
Mr. Grzebinski continued, "We expect lost revenues and costs associated with recovery efforts for both hurricanes to impact third quarter earnings by $0.06 - $0.08 per share. For Harvey, the lost revenues have been partially offset by an increase in our vessel utilization as the U.S. Gulf Coast petrochemical and refinery complex returns to normal operations. As such, we believe third quarter earnings results will fall within our previously provided guidance range, although towards the low end after the negative impact from the storms".
1
Statements contained in this press release with respect to the future are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including cyclical or other downturns in demand, significant pricing competition, unanticipated additions to industry capacity, changes in the Jones Act or in U.S. maritime policy and practice, fuel costs, interest rates, weather conditions and timing, magnitude and number of acquisitions made by Kirby. Forward-looking statements are based on currently available information and Kirby assumes no obligation to update any such statements. A list of additional risk factors can be found in Kirby's annual report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission.
Kirby Corporation, based in Houston, Texas, is the nation's largest domestic tank barge operator transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, coastwise along all three United States coasts, and in Alaska and Hawaii. Kirby transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. Kirby also operates offshore dry-bulk barge and tugboat units engaged in the offshore transportation of dry-bulk cargoes in the United States coastal trade. Through the distribution and services segment, Kirby provides after-market service and parts for engines, transmissions, reduction gears, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications. Kirby also rents equipment including generators, fork lifts, pumps, and compressors for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for land-based oilfield service customers.
2

text: KIRBY CORPORATION

text: KIRBY CORPORATION

text: STEWART & STEVENSON LLC

text: Kirby Corporation

text: Stewart & Stevenson LLC

text: Kirby Corporation


text:
EX-99.2
3
a20210809exh992.htm
EX-99.2
Document
Exhibit 99.2
Summary of Unaudited Pro Forma Financial Information
On August 9, 2021, Cornerstone Building Brands, Inc. (the "Company") closed the sale of its Insulated Metal Panels ("IMP") business to Nucor Insulated Panel Group, Inc. and Vulcraft Canada, Inc. (collectively, the "Purchasers") in a cash transaction for $1 billion, subject to customary adjustments. The sale included products sold under the Metl-Span and CENTRIA brands. The results of the IMP business were previously reported in the Commercial segment.
The unaudited pro forma consolidated statements of operations for the year ended December 31, 2020 and the six months ended July 3, 2021 give effect to the sale as if it had occurred on January 1, 2020. The unaudited pro forma consolidated balance sheet as of July 3, 2021 assumes the sale occurred on July 3, 2021.
The unaudited pro forma consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and are presented based upon information currently available and certain assumptions the Company believes are reasonable. The unaudited pro forma consolidated financial statements are presented to comply with Article 11 of Regulation S-X and follow prescribed SEC regulations. The unaudited condensed consolidated pro forma financial statements do not purport to present what the Company's results would have been had the disposition actually occurred on the dates indicated or to project what the Company's results of operations or financial position would have been for any future period. The prescribed regulations limit pro forma adjustments to those that are directly attributable to the disposition on a factually supported basis. Consequently, the Company was not permitted within the pro forma consolidated financial statements to allocate to the IMP business any indirect corporate overhead or costs, such as administrative corporate functions. As a result, such costs are not reflected in the pro forma adjustments. The pro forma adjustments are described in the notes to the unaudited consolidated pro forma financial statements.
The unaudited condensed consolidated pro forma financial statements have been prepared for informational purposes and should be read together with the historical consolidated financial statements and related notes of Cornerstone Building Brands, Inc. included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2021.
1
CORNERSTONE BUILDING BRANDS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
July 3, 2021
Cornerstone Building Brands
Pro Forma Adjustments
Cornerstone Building Brands Pro Forma
ASSETS
Current assets:
Cash and cash equivalents
$
88,978
$
1,000,000
(a)
$
1,088,978
Restricted cash
6,224
-
6,224
Accounts receivable, net
613,193
-
613,193
Inventories, net
549,736
-
549,736
Income taxes receivable
46,358
-
46,358
Investments in debt and equity securities, at market
2,695
-
2,695
Prepaid expenses and other
88,942
-
88,942
Assets held for sale
390,025
(357,330)
(b)
32,695
Total current assets
1,786,151
642,670
2,428,821
Property, plant and equipment, net
568,901
-
568,901
Lease right-of-use assets
272,366
-
272,366
Goodwill
1,107,758
-
1,107,758
Intangible assets, net
1,488,426
-
1,488,426
Deferred income taxes
2,178
-
2,178
Other assets, net
28,283
-
28,283
Total assets
$
5,254,063
$
642,670
$
5,896,733
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt
$
26,000
$
-
$
26,000
Accounts payable
266,067
-
266,067
Accrued compensation and benefits
75,966
-
75,966
Accrued interest
21,406
-
21,406
Accrued income taxes
6,560
211,629
(d)
218,189
Current portion of lease liabilities
68,198
-
68,198
Other accrued expenses
280,236
14,084
(c)
294,320
Liabilities held for sale
75,927
(65,756)
(b)
10,171
Total current liabilities
820,360
159,957
980,317
Long-term debt
3,180,759
-
3,180,759
Deferred income taxes
233,602
-
233,602
Long-term lease liabilities
205,530
-
205,530
Other long-term liabilities
334,565
-
334,565
Total long-term liabilities
3,954,456
-
3,954,456
Stockholders' equity:
Common stock
1,261
-
1,261
Additional paid-in capital
1,265,887
-
1,265,887
Accumulated deficit
(757,413)
482,713
(d)
(274,700)
Accumulated other comprehensive loss, net
(30,064)
-
(30,064)
Treasury stock, at cost
(424)
-
(424)
Total stockholders' equity
479,247
482,713
961,960
Total liabilities and stockholders' equity
$
5,254,063
$
642,670
$
5,896,733
2
CORNERSTONE BUILDING BRANDS, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Six Months Ended July 3, 2021
Cornerstone Building Brands
Pro Forma Adjustments
Cornerstone Building Brands Pro Forma
Net sales
$
2,667,153
$
(155,287)
(e)
$
2,511,866
Cost of sales
2,095,696
(127,483)
(e)
1,968,213
Gross profit
571,457
(27,804)
543,653
Selling, general and administrative expenses
316,686
(20,310)
(e)
296,376
Intangible asset amortization
93,011
(3,220)
(e)
89,791
Restructuring and impairment charges, net
6,490
(193)
(e)
6,297
Strategic development and acquisition related costs
3,252
13,316
(c),(e)
16,568
Income from operations
152,018
(17,397)
134,621
Interest income
140
(48)
(e)
92
Interest expense
(103,957)
-
(103,957)
Foreign exchange gain (loss)
203
(427)
(e)
(224)
Loss on extinguishment of debt
(42,234)
-
(42,234)
Other income (expense), net
830
(241)
(e)
589
Income before taxes
7,000
(18,113)
(11,113)
Benefit for income taxes
(272)
(4,642)
(f)
(4,914)
Net income (loss)
7,272
(13,471)
(6,199)
Net income allocated to participating securities
(93)
-
-
Net income (loss) applicable to common shares
$
7,179
$
(13,471)
$
(6,199)
Income (loss) per common share:
Basic
$
0.06
$
(0.05)
Diluted
$
0.06
$
(0.05)
Weighted average number of common shares outstanding:
Basic
125,683
125,683
Diluted
126,469
126,469
3
CORNERSTONE BUILDING BRANDS, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Year Ended December 31, 2020
Cornerstone Building Brands
Pro Forma Adjustments
Cornerstone Building Brands Pro Forma
Net sales
$
4,617,369
$
(309,844)
(e)
$
4,307,525
Cost of sales
3,567,049
(211,678)
(e)
3,355,371
Gross profit
1,050,320
(98,166)
952,154
Selling, general and administrative expenses
579,200
(39,047)
(e)
540,153
Intangible asset amortization
180,994
(8,661)
(e)
172,333
Restructuring and impairment charges, net
34,120
(2,069)
(e)
32,051
Strategic development and acquisition related costs
19,341
416
(e)
19,757
Goodwill impairment
503,171
-
503,171
Income (loss) from operations
(266,506)
(48,805)
(315,311)
Interest income
1,364
(98)
(e)
1,266
Interest expense
(213,610)
(3)
(e)
(213,613)
Foreign exchange gain (loss)
1,068
(337)
(e)
731
Other income (expense), net
469
(594)
(e)
(125)
Income (loss) before income taxes
(477,215)
(49,837)
(527,052)
Provision (benefit) for income taxes
5,563
(12,725)
(f)
(7,162)
Net income (loss)
(482,778)
(37,112)
(519,890)
Net income allocated to participating securities
-
-
-
Net income (loss) applicable to common shares
$
(482,778)
$
(37,112)
$
(519,890)
Income (loss) per common share:
Basic
$
(3.84)
$
(4.14)
Diluted
$
(3.84)
$
(4.14)
Weighted average number of common shares outstanding:
Basic
125,562
125,562
Diluted
125,562
125,562
Notes to pro forma consolidated financial statements
(a)Reflects proceeds received upon closing of the IMP Sale.
(b)Reflects the disposition of the assets and liabilities of the IMP business (see the Assets and Liabilities Held for Sale schedule below).
(c)Reflects the fee payable for the advisory services that was contingent upon the close of the IMP Sale.
(d)Reflects the preliminary gain on the IMP Sale of approximately $708.4 million ($496.8 million, net of tax) less the advisory fee of approximately $14.1 million described in (c) above.
4
July 3, 2021
(in thousands)
Proceeds from sale of the IMP business
$
1,000,000
Net assets (see Assets and Liabilities Held for Sale schedule below)
(291,574)
Preliminary gain on sale
708,426
Accrued income taxes
(211,629)
Preliminary gain on sale, net of tax
496,797
Advisory fee
(14,084)
Amount recorded in accumulated deficit
$
482,713
(e)Reflects the elimination of revenues and expenses directly attributable to the IMP Sale.
(f)Reflects the estimated income tax effect of the pro forma adjustments using an annual effective tax rate of approximately 25.6% and 25.5% for the six months ended July 3, 2021 and fiscal year ended December 31, 2020, respectively.
Assets and Liabilities Held for Sale
July 3, 2021
(in thousands)
Carrying amounts of major classes of assets held for sale:
Accounts receivable, net
$
56,166
Inventories, net
52,995
Prepaid expenses and other
5,561
Total current assets
114,722
Property, plant and equipment, net
49,423
Lease right-of-use assets
9,841
Goodwill
121,464
Intangible assets, net
60,623
Other assets
1,257
Total assets held for sale
$
357,330
Carrying amounts of major classes of liabilities held for sale:
Accounts payable
$
15,955
Accrued compensation and benefits
6,138
Short-term lease liabilities
2,685
Other accrued expenses
16,416
Total current liabilities
41,194
Deferred income taxes
13,606
Long-term lease liabilities
8,490
Other long-term liabilities
2,466
Total non-current liabilities
24,562
Total liabilities held for sale
$
65,756
Net assets
$
291,574
5

text: Cornerstone Building Brands, Inc.

text: Nucor Insulated Panel Group, Inc.

text: Vulcraft Canada, Inc.

text: Cornerstone Building Brands, Inc.

text: CORNERSTONE BUILDING BRANDS, INC.

text: CORNERSTONE BUILDING BRANDS, INC.

text: CORNERSTONE BUILDING BRANDS, INC.


text:
EX-99
2
ucn-ex99_pressrel.htm
UCN, Inc. Exhibit 99.1 Press Release
UCN Closes on the Purchase of ScheduleQ Workforce Management
Software
inContact® the first unified contact distribution / workforce management solution in the
hosted contact center market
Salt Lake City, February 15, 2007
- UCN,
Inc. (OTCBB:UCNN) the leading provider of all-in-one, off-premises contact handling
technology services delivered over the UCN VoIP network, today announced it closed on the
purchase of ScheduleQ, LLC, of Salt Lake City, acquiring its on-demand workforce
management (WFM) software solution.
Under the terms of the agreement, the
acquisition price consists of cash, stock and notes. At closing, UCN will pay ScheduleQ
liabilities of $256,324. ScheduleQ owners will receive 108,912 shares of UCN restricted
common stock and a non-interest bearing note of $360,676 with a term of four years.
Additionally, over a four-year period, UCN will pay a minimum of $100,000 and a maximum
of up to $982,000 in earn-outs based on an agreed dollar amount per each user license
sold during that period.
ScheduleQ CEO, Drew Judkins said: "ScheduleQ's
goal from the beginning was to develop a relationship with a provider of on-demand,
hosted ACD technology. We selected UCN because the two products easily exchange data,
leading to a complimentary solution that will benefit customers. UCN is an innovative
market leader in the hosted space with an established sales force, enabling our two
companies to immediately focus on selling a unified solution".
"With this agreement, combined with the
announcement earlier this week of our Echo purchase, UCN immediately enters the fast
growing $1 billion workforce optimization market, becoming the first on-demand provider
to offer unified technology for contact distribution, workforce scheduling and
management, and customer satisfaction survey and analysis tools", said UCN CEO, Paul
Jarman.
Advantages of the acquisition include:
-
The new product enables UCN to increase potential revenue per customer
-
The ability to close new customers faster with the ScheduleQ product
-
The product addresses the labor management needs of a wide range of contact centers from 20 to more than 1000 agents. It is
especially valuable for those who need to manage a distributed workforce.
-
Becomes a key component in the UCN All-in-One inContact® offering
About UCN, Inc.
UCN (OTCBB: UCNN) is the leading
provider of all-in-one, off-premises contact handling services that improve the customer
contact experience and the productivity of those handling the contacts. InContact® includes
an integrated suite of core contact handling applications, including contact routing,
interactive menus, database integration, reporting, monitoring, recording,
administration, and workforce optimization applications, including a scheduling and
tracking tool and an automated customer satisfaction survey and reporting system.
InControl™ is a unique, rapid application development tool that enables inContact
customers to develop highly flexible, customized business contact handling processes in
record time. To learn more about UCN visit www.ucn.net.
###
Safe Harbor Statement
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
: All statements included in this press release, other than
statements or characterizations of historical fact, are forward-looking statements. These
forward-looking statements are based on our current expectations, estimates and
projections about our industry, management's beliefs, and certain assumptions made
by us, all of which are subject to change. Forward-looking statements can often be
identified by words such as "anticipates,""expects", "intends", "plans", "predicts", "believes", "seeks", "estimates", "may", "will", "should", "would", "could", "potential,""continue", "ongoing", similar
expressions, and variations or negatives of these words and include, but are not limited
to, statements regarding projected results of operations and management's future
strategic plans. These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause our actual
results to differ materially and adversely from those expressed in any forward-looking
statement.
The risks and uncertainties referred to above include, but
are not limited to, risks associated with our business model; our ability to develop or
acquire, and gain market acceptance for new products, including our new sales and
marketing and voice automation products, in a cost-effective and timely manner; the gain
or loss of key customers; competitive pressures; our ability to expand operations;
fluctuations in our earnings as a result of the impact of stock-based compensation
expense; interruptions or delays in our hosting operations; breaches of our security
measures; our ability to protect our intellectual property from infringement, and to
avoid infringing on the intellectual property rights of third parties; and our ability to
expand, retain and motivate our employees and manage our growth. Further information on
potential factors that could affect our financial results is included in our Annual
Report on Form 10-K, quarterly reports on Form 10-Q, and in other filings with the
Securities and Exchange Commission. The forward-looking statements in this release speak
only as of the date they are made. We undertake no obligation to revise or update
publicly any forward-looking statement for any reason.
General Contact
:
Jan Johnson
UCN, VP of Marketing
801-320-3263
jan.johnson@ucn.net
Investor Contact
:
Liolios Group Inc.
Scott Liolios or Ron Both
949-574-3860
scott@liolios.com

text: UCN, Inc.

text: UCN

text: ScheduleQ

text:
UCN,
Inc.

text: UCN

text: ScheduleQ, LLC

text: UCN

text: ScheduleQ

text: ScheduleQ

text: UCN

text: UCN

text: ScheduleQ

text: ScheduleQ

text: UCN

text: UCN

text: UCN

text: UCN

text: UCN

text: ScheduleQ

text: UCN

text: UCN, Inc.

text: UCN

text: UCN

text: UCN


text:
EX-99.5
6
cnsv_ex99-5.htm
UNAUDITED PRO-FORMA COMBINED BALANCE SHEET AND STATEMENTS OF OPERATIONS OF CONSOLIDATION SERVICES, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2008
Consolidation Services, Inc
Exhibit 99.5
Consolidation Services, Inc.
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
Consolidation
Buckhorn
Services
Resources
Adjusted
Inc.
LLC
Combined
Pro Forma
ProForma
As of March 31, 2008
Totals
Adjustments
AJE
Totals
ASSETS
Current Assets:
Cash
$ 450,643
$ 314
$ 450,957
$ (450,000)
[4]
$ 957
Accounts receivable
-
-
-
-
-
Deposits
105,000
-
105,000
(50,000)
[4]
55,000
Other current assets
-
-
-
-
-
Total Current Assets
555,643
314
555,957
(500,000)
55,957
1,500,000
[4]
Fixed Assets, Net:
184,469
1,028,173
1,212,642
1,535,704
[1]
4,248,346
TOTAL ASSETS
$ 740,112
$ 1,028,487
$ 1,768,599
$ 2,535,704
$ 4,304,303
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$ 3,854
$ 62,254
$ 66,108
$ (66,108)
[3]
$ -
Related party payable
115,000
-
115,000
-
615,000
Notes payable
-
-
-
500,000
[4]
500,000
Total Current Liabilities
118,854
62,254
181,108
433,892
615,000
Long-Term Liabilities:
Notes payable
-
-
-
500,000
[4]
500,000
Total Long-Term Payables
-
-
-
500,000
500,000
Total Liabilities
118,854
62,254
181,108
933,892
1,115,000
Stockholders' Equity:
Preferred stock
-
-
-
-
-
-
Common stock
11,497
-
11,497
1,094
[1]
12,591
-
Additional paid-in capital
814,239
-
814,239
2,098,906
[1]
2,816,894
(162,359)
[2]
66,108
[3]
Minority interest
-
1,128,592
1,128,592
(564,296)
[1]
564,296
Accumulated deficit
(204,478)
(162,359)
(366,837)
162,359
[2]
(204,478)
Total Stockholders' Equity
621,258
966,233
1,587,491
1,601,812
3,189,303
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
$ 740,112
$ 1,028,487
$ 1,768,599
$ 2,535,704
$ 4,304,303
[1]
To record the issuance of 1,093,750 shares of common stock in the acquisition of a 50% interest in Buckhorn Resources, LLC
[2]
To eliminate accumulated defict of Buckhorn Resources, LLC
[3]
To record payment of accounts payable by owners of Buckhorn Resources LLC as a contribution to capital
[4]
To record payment of $1,500,000 in the acquisition of a 50% interest in Buckhorn Resources, LLC
Consolidation Services, Inc.
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
Consolidation
Buckhorn
Pro-Forma
Services
Resources
Adjusted
Inc.
LLC
Combined
Combined
For the Three Months Ended March 31, 2008
Totals
Adjustments
Totals
REVENUES
Sales revenue
$ -
$ -
$ -
$ -
$ -
Other revenue
-
-
-
-
-
Total Revenues
-
-
-
-
-
COST OF SALES
-
-
-
-
-
GROSS PROFIT
-
-
-
-
-
OPERATING EXPENSES
General and administrative
27,961
6,534
34,495
-
34,495
Depreciation and amortization
-
-
-
-
-
Total Costs and Expenses
27,961
6,534
34,495
-
34,495
OPERATING LOSS
(27,961)
(6,534)
(34,495)
-
(34,495)
OTHER INCOME (EXPENSE)
Interest expense
-
-
-
-
-
Other income
-
-
-
-
-
Total Other Income (Expense)
-
-
-
-
-
NET LOSS
$ (27,961)
$ (6,534)
$ (34,495)
$ -
$ (34,495)

text: Buckhorn Resources, LLC

text: Buckhorn Resources, LLC

text: Buckhorn Resources, LLC


text:
EX-99.1
4
g18390exv99w1.htm
EX-99.1
EX-99.1
Exhibit
99.1
AMICAS SUCCESSFULLY COMPLETES TENDER OFFER
FOR SHARES OF EMAGEON INC.
BOSTON
- April 2
-
/PRNewswire - First
Call/ -
AMICAS, Inc. [Nasdaq: AMCS] a leader in radiology
and medical image and information management solutions, today announced the successful completion
of the tender offer by its wholly-owned subsidiary AMICAS Acquisition Corp. for shares of common
stock of Emageon Inc. [Nasdaq: EMAG]. The tender offer
expired at 12:00 midnight (Eastern Time) on Wednesday, April 1, 2009.
The depositary for the tender offer has advised AMICAS
that shareholders of Emageon have tendered
and not withdrawn a total of approximately 18,882,734 shares of Emageon common stock. These shares
represent approximately 88% percent of the outstanding shares of Emageon. AMICAS Acquisition
Corp. has accepted for payment all Emageon shares tendered in the offer.
AMICAS also announced that AMICAS Acquisition
Corp. intends to exercise its "top-up" option in accordance with the previously announced merger agreement with Emageon. The exercise of the
top-up option will allow AMICAS Acquisition Corp. to increase its share ownership percentage of
Emageon through the purchase of newly-issued shares of Emageon common stock at the tender offer
price. As a result, AMICAS Acquisition Corp. will own more than 90 percent of the outstanding
shares of Emageon common stock and intends to effect a short-form merger as promptly as
practicable, without the need for a meeting of Emageon shareholders. In the merger, AMICAS
Acquisition Corp. will acquire all other Emageon shares (other than those as to which holders
properly exercise dissenters' rights) at the same $1.82 per share price, without interest and less
any required withholding taxes, that was paid in the tender offer. As a result of the merger,
Emageon will become a wholly-owned subsidiary of AMICAS and Emageon shares will cease to be traded
on The NASDAQ Global Market.
About AMICAS, Inc.
AMICAS, Inc. (
www.amicas.com
) is a leader in radiology and medical image and information
management solutions. The AMICAS One Suite™ of products provides a complete, end-to-end solution
for imaging centers, ambulatory care facilities, and radiology practices. Acute care and hospital
clients are provided with a fully integrated, hospital information system-independent PACS that
features advanced enterprise workflow support and scalable design. Complementing the AMICAS
solution suite is AMICAS Professional Services™, a set of client-centered professional and
consulting services that assist our customers with a well-planned transition to a digital
enterprise.
CONTACTS:
Paul Merrild
Vice President, Marketing
617.779.7704
pmerrild@amicas.com
Kevin Burns
Senior Vice President and CFO
617.779.7855
kburns@amicas.com

text: AMICAS

text: EMAGEON INC.

text: AMICAS, Inc.

text: AMICAS Acquisition Corp.

text: Emageon Inc.

text: AMICAS

text: Emageon

text: Emageon

text: Emageon

text:
AMICAS Acquisition
Corp.

text: Emageon

text: AMICAS

text:
AMICAS Acquisition
Corp.

text: Emageon

text: AMICAS Acquisition Corp.

text: Emageon

text: Emageon

text: AMICAS Acquisition Corp.

text: Emageon

text: Emageon

text:
AMICAS
Acquisition Corp.

text: Emageon

text: Emageon

text: AMICAS

text: Emageon

text: AMICAS, Inc.

text: AMICAS, Inc.

text: AMICAS

text: AMICAS

text: AMICAS

text: Paul Merrild


text:
EX-99.1
3
c05145exv99w1.htm
PRESS RELEASE
exv99w1
DATE: May 9, 2006
FOR IMMEDIATE RELEASE
AMERICAN MEDICAL SYSTEMS ACQUIRES SOLARANT MEDICAL IN TARGETING OFFICE-BASED STRESS URINARY
INCONTINENCE SOLUTIONS
Development Efforts will Focus on Radiofrequency Technology as an Incisionless Incontinence
Therapy Option
MINNEAPOLIS, May 9, 2006 - American Medical Systems Holdings, Inc. (NASDAQ: AMMD) today
reported its acquisition of Solarant Medical, Inc., a privately funded company focused on the
development of minimally invasive therapies for women who suffer from stress urinary incontinence.
The purchase price is comprised of an initial payment and the potential for future payments linked
to certain key milestones including FDA approval of the therapy and the establishment of
reimbursement codes applicable to both the hospital and office settings. The former Solarant
shareholders would also receive an earnout based on revenues achieved during the first three years
in the event of product commercialization. In addition to these acquisition payments, AMS
previously funded $1.0 million of Solarant's development efforts. Specific details of this
acquisition will be filed with the SEC on Form 8-K.
Martin J. Emerson, President and Chief Executive Officer of American Medical Systems, commented,
"Office-based incontinence therapy will be the means by which physicians will ultimately reach a
significantly greater number of the 80 million women around the world suffering from stress
incontinence. We at AMS are eager to actively advance the development activities to this end based
upon the solid foundation of the Solarant intellectual property portfolio and product concepts".
About American Medical Systems
American Medical Systems, headquartered in Minnetonka, Minnesota is a diversified supplier of
medical devices and procedures to cure erectile dysfunction, benign prostatic hyperplasia,
incontinence, menorrhagia, prolapse and other pelvic disorders in men and women. These disorders
can significantly diminish one's quality of life and profoundly affect social relationships. In
recent years, the number of people seeking treatment has increased markedly as a result of longer
lives, higher quality-of-life expectations and greater awareness of new treatment alternatives.
American Medical Systems' products reduce or eliminate the incapacitating effects of these
diseases, often through minimally invasive therapies. The Company's products were used to provide
approximately 170,000 patient cures in 56 countries during 2005.
Forward-Looking Statements
Statements about the Company's market opportunities, future products, sales and financial results
are forward-looking statements subject to risks and uncertainties such as the timing and success of
new product introductions; physician acceptance, endorsement, and use of the Company's products;
regulatory matters; competitor activities; changes in and adoption of reimbursement rates;
potential product recalls and other risks and uncertainties described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005 and its other SEC filings. Actual results
may differ materially from anticipated results.
More information about the Company and its products can be found at its website
www.AmericanMedicalSystems.com
and in the Company's Annual Report on Form 10-K for 2005 and its
other SEC filings.
Contact:
Carmen Diersen
Executive Vice President and Chief Financial Officer
952-930-6495
Carmen.Diersen@AmericanMedicalSystems.com
Marty Emerson
President and Chief Executive Officer
952-930-6334
Marty.Emerson@AmericanMedicalSystems.com

text: AMERICAN MEDICAL SYSTEMS

text: SOLARANT MEDICAL

text: American Medical Systems Holdings, Inc.

text: Solarant Medical, Inc.

text: American Medical Systems

text: American Medical Systems

text: American Medical Systems

text: American Medical Systems

text: Marty Emerson


text:
EX-99.1
11
a18-39635_1ex99d1.htm
EX-99.1
Exhibit 99.1
SIRIUS GROUP BECOMES PUBLIC COMPANY VIA BUSINESS COMBINATION WITH EASTERLY ACQUISITION CORP.; COMPLETES PRIVATE PLACEMENT; ANNOUNCES NEW MAJORITY-INDEPENDENT BOARD OF DIRECTORS
- Sirius Group is a global, multi-line insurance and reinsurance group founded in 1945 with over 1,800 clients in over 140 countries-
Hamilton, Bermuda and New York, NY - November 5, 2018 - Sirius International Insurance Group, Ltd. ("Sirius Group"), a global multi-line insurance and reinsurance group, announced that it has closed the previously announced business combination with Easterly Acquisition Corp. ("Easterly"), pursuant to which a wholly owned subsidiary of Sirius Group merged with and into Easterly, and Easterly became a wholly owned subsidiary of Sirius Group (the "Merger"). Pursuant to the Merger, shares of Easterly's common stock were exchanged for Sirius Group's common shares at a value equal to 1.05x Sirius Group's adjusted diluted GAAP book value per share as of September 30, 2018 (the "Merger Price"), and public warrants issued by Easterly to acquire shares of Easterly common stock were converted into warrants issued by Sirius Group to acquire Sirius Group common shares. Each share of Easterly common stock was exchanged for 0.609 of a Sirius Group common share. Sirius Group's common shares will be traded on the Nasdaq Global Select Market under the symbol "SG" beginning on November 6, 2018. Sirius Group has applied to list its public warrants on the OTCQX International market.
In connection with the Merger, affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit purchased $205 million of Series B preference shares and $8 million of common shares of Sirius Group at the Merger Price. These investors received warrants valued at $10 million in the aggregate that are exercisable for a period of five years after the issue date at a strike price equal to 125% of the Merger Price. In addition, employees and "friends and family" of Sirius Group purchased $16 million of Sirius Group common shares at the Merger Price.
Sirius Group also announced that it reconstituted its board of directors as of the closing of the Merger. In addition to its existing independent directors, Meyer (Sandy) Frucher, Vice Chairman of Nasdaq, Inc.; and Robert (Rob) L. Friedman, a private investor and former Chief Investment Officer of the Mutual Series group of funds, Alain Karaoglan, former Chief Operating Officer of Voya Financial, Inc.; Rachelle Keller, a former Managing Director of Citibank, NA; and James (Jim) Rogers, an international investor, author and financial commentator, have joined Sirius Group's board. These independent directors will serve alongside Allan L. Waters, Chairman and CEO of Sirius Group; and Feng (Laurence) Liao, CEO of CMIG International Holding Pte. Ltd., Sirius Group's principal equity holder following the Merger. Effective as of the closing of the Merger, Sirius Group's board of directors is comprised of a majority of independent directors in accordance with Nasdaq listing standards and each of the audit & risk management, compensation and nominating & governance committees are comprised entirely of independent directors.
"This is a watershed day for Sirius Group" said Allan Waters, CEO and Chairman. "A public listing, increased shareholder diversification led by four globally recognized investment firms, and a strong, independent board will benefit all stakeholders and add fuel to our future growth".
Sirius Group was represented by Sidley Austin LLP and Easterly was represented by Hogan Lovells US LLP. Citigroup Global Markets Inc. acted as financial advisor to Sirius Group.
About Sirius Group
Sirius Group is a Bermuda-based holding company with (re)insurance operating companies in Bermuda, Stockholm, New York and London.
Established in 1945, Sirius Group, utilizing its unique global branch network, provides multi-line insurance and reinsurance in over 140 countries. Sirius Group wrote gross written premiums of $1.4 billion in 2017 utilizing disciplined and professional underwriting, superior risk evaluation and best-in-class pricing technology. Sirius Group's subsidiaries provide multi-line (re)insurance capacity, including lead capacity for property, accident & health and other exposures. Additional information is available at Sirius Group's website, located at www.siriusgroup.com.
About Easterly LLC
Easterly LLC is a private asset management holding company that has interests in boutique investment management firms. Easterly's core expertise is in acting as a principal to grow business platforms. Easterly enhances businesses as a partner through capital formation, corporate development, and strategic implementation activities. Easterly's principals have a proven track record of delivering outperformance to both public and private investors across a variety of sectors. For more information about Easterly, please visit Easterly's website at www.easterlycapital.com.
About Easterly Acquisition Corp.
Easterly Acquisition Corp. is a Special Purpose Acquisition Company sponsored by Easterly Acquisition Sponsor, LLC, an affiliate of Easterly LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Easterly Acquisition Corp. completed its initial public offering in August 2015, raising $200 million in cash proceeds. Easterly Acquisition Corp.'s officers and certain of its directors are affiliated with Easterly LLC. For more information about Easterly Acquisition Corp., please visit its website at www.easterlyacquisition.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, including statements about the growth prospects of Sirius Group. Forward-looking statements are typically identified by words such as "plan", "believe", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "project", "target", "continue", "could", "may", "might", "will", "possible", "potential", "predict", "should", "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sirius Group and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of this communication. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, Sirius Group's exposure to unpredictable catastrophic and casualty events and unexpected accumulations of attritional losses; increased competition from existing insurers and reinsurers and from alternative capital providers, such as insurance-linked funds and collateralized special purpose insurers; decreased demand for Sirius Group's insurance or reinsurance products, consolidation and cyclical changes in the insurance and reinsurance industry; the inherent uncertainty of estimating loss and loss adjustment expenses reserves, including asbestos and environmental reserves, and the possibility that such reserves may be inadequate to cover Sirius Group's ultimate liability for losses; a decline in Sirius Group's operating subsidiaries' ratings with rating agencies; the limited liquidity and trading of Sirius Group's securities following the Merger; the ability to recognize the anticipated benefits of the Merger; costs related to the Merger and Sirius Group's status as a publicly traded company; and other factors identified in Sirius Group's Registration Statement on Form S-4 filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Sirius Group prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, Sirius Group undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this communication.
Contact:
Michael Papamichael
Investor Relations
(212) 312-0219

text: SIRIUS GROUP

text: EASTERLY ACQUISITION CORP.

text: Sirius Group

text: Sirius Group

text: Easterly Acquisition Corp.

text: Easterly

text: Sirius Group

text: Easterly

text: Easterly

text: Sirius Group

text: Easterly

text: Sirius Group

text: Sirius Group

text: Easterly

text: Easterly

text: Sirius Group

text: Sirius Group

text: Easterly

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Allan L. Waters

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Allan Waters

text: Sirius Group

text: Sidley Austin LLP

text: Easterly

text: Hogan Lovells US LLP.

text: Citigroup Global Markets Inc.

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Easterly

text: Easterly

text: Easterly

text: Easterly

text: Easterly

text: Easterly

text: Easterly

text: Easterly Acquisition Corp.

text: Easterly Acquisition Corp.

text: Easterly

text: Easterly Acquisition Corp.

text: Easterly Acquisition Corp.

text: Easterly

text: Easterly Acquisition Corp.

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group

text: Sirius Group


text:
EX-99.1
5
ex99_1.htm
EXHIBIT 99.1
CLINIGENCE
HOLDINGS announces the successful acquisitions of
accountable
healthcare america, inc. and AHP Management, inc. to form one of the
nation's
leading technology-enabled population health management companies
ATLANTA,
GA − (PRNewswire) - March 2, 2021 -
Clinigence Holdings, Inc. ("Clinigence" or the "Company")
(OTC: CLNH), a pioneer in clinical data integration, clinical quality reporting and population health analytics, today announced
the successful acquisitions of Accountable Healthcare America, Inc. ("AHA"), a leading medical management platform
company and provider network in Florida, and AHP Management, Inc. ("AHP"), a management services organization and
provider network in California. The newly combined company, which will be renamed Accountable Healthcare America and will be headquartered
in Ft. Lauderdale, Florida, brings together three leading, complementary healthcare organizations to form one of the nation's
leading technology-enabled, risk-bearing population health management companies. The transactions were approved by the Boards
of Directors of all three companies.
Based
in Ft. Lauderdale, Florida and founded in 2017 by industry veterans with a combined 125 years of experience in the Medicare
managed care space, AHA is a leading medical management platform company that currently has an investment in one of the most
successful accountable care organizations with approximately 16,000 Medicare members through a network of over 65 providers.
Through its investment AHA provides a suite of services for its providers, including care coordination, high-risk care
managers, documentation improvement and medical coding programs, medical management best practices programs, health
management programs such as annual wellness visits and chronic care management, and performance improvement plans.
Based
in Los Angeles, California and founded in 2000, AHP Management, Inc.'s affiliated medical group, AHP IPA, currently provides
care for 22,065 patients, including approximately 1800 Medicare Advantage patients, through a network of 141 primary care physicians
and 660 specialists. AHP Management's affiliated medical group, AHP IPA, has become a variable interest entity ("VIE")
of Clinigence in order to be compliant with California's corporate practice of medicine regulations.
The
combination of the three companies fuses one of the leading healthcare information technology companies with two leading medical
management companies to form a unique, scalable operating platform that is well positioned for the ongoing transition of U.S.
healthcare from fee-for-service payments to value-based reimbursements, including full-risk, global capitation models. The platform
also addresses another major theme in U.S. healthcare: faced with mounting costs, shifting regulations and burdensome billing,
reporting and technology requirements, many physicians and medical groups have been selling their practices to larger hospital
systems. The strategy of the combined company is to be one of the few, preeminent technology-enabled national medical groups by
acquiring and/or operating medical groups, independent practice associations ("IPAs"), accountable care organizations
("ACOs"), management services organizations ("MSOs") and individual practices, allowing providers to focus
on providing the best quality of care to their patients.
Under
the terms of the two merger agreements, Clinigence will issue newly-issued shares of common stock, on a fully-diluted pro
rata basis, to the equity holders of AHP and AHA in exchange for 100% of the outstanding equity securities of AHP and AHA.
The former AHP equity holders will own 45% of Clinigence's issued and outstanding common stock, the former AHA equity
holders will own 35% of Clinigence's issued and outstanding common stock, and the former Clinigence equity holders will
own 20% of Clinigence's issued and outstanding common stock, in each case on a fully-diluted, as converted basis as of
immediately prior to the transactions.
Warren
Hosseinion, M.D., the Co-Founder and former CEO of NASDAQ-listed Apollo Medical Holdings and current Chairman of Clinigence, will
serve as Chairman and CEO of the combined company. Fred Sternberg, Founder and CEO of AHA and Co-Founder and former CEO of publicly-listed
Metropolitan Health Networks, which was subsequently sold to Humana for $850 million, will serve as President.
The
Board of Directors will consist of ten directors: seven from Clinigence, five of which are independent, one from AHA and one from
AHP. One new independent director has been added to the Board: Randall Stern, Founding Member and Chairman of the Investment Committee
of Boone Opportunity Lenders, an independent sponsor in Greenwich, CT, that manages investment funds and provides capital for
companies seeking to complete acquisitions, management buyouts and recapitalizations. One Board Observer is also being added:
Oded Levy, Co-Founder, President and Managing Partner of Blue Ox Healthcare Partners, a private equity firm in New York City that
invests in healthcare companies.
"We
are excited to announce the strategic mergers with AHA and AHP to create one of the leading technology-enabled population health
management companies in the country. We expect to be an active participant in the consolidation of our industry", stated
Warren Hosseinion, M.D., Chairman and Chief Executive Officer. "We believe that combining our three companies will give
us the necessary scale, leadership, technology and intellectual capital to succeed in today's U.S. healthcare delivery market.
And as stated before, our goal is to seek to list our common stock on the Nasdaq Capital Market".
Proposed
Timeline for Listing of Common Stock on Nasdaq
Clinigence
intends to apply for listing on Nasdaq as soon as practicable. The process is expected to take 4-6 months to complete, but could
take longer. There can be no assurance that the company will be able to list its common stock on Nasdaq.
Name
Change and Trading Symbol Update
The
Company intends to change its name to Accountable Healthcare America and to apply for a new ticker symbol.
Copies
of the merger agreements in their entirety and the Form 8-K report may be accessed at www.sec.gov.
About
Clinigence Holdings, Inc.
Clinigence
Holdings, a fully reporting, publicly-held company, is a leading healthcare information technology company providing an advanced,
cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence
platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view
of each patient and provider and virtually unlimited insights into patient populations. For more information, please visit www.clinigencehealth.com.
Information on our website does not comprise a part of this press release.
Safe
Harbor:
Certain
statements and information included in this press release constitute "forward-looking statements" within the meaning
of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will likely
result", "expected to", "will continue", "anticipated", "estimate", "projected,"
"intend", "goal", or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known
and unknown, and uncertainties, including but not limited to, economic conditions, dependence on management, dilution to shareholders,
lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to
effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability
to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry
standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-acquisition
company's ordinary shares on Nasdaq following the Merger, and the ability of the Company to obtain additional financing.
Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results
for future periods to differ materially from any opinions or statements expressed within this press release.
FOR
ADDITIONAL INFORMATION:
Clinigence
Holdings, Inc.
Mike
Bowen
Chief
Financial Officer
Via
email at
mike.bowen@ahahealthcare.net
1

text:
CLINIGENCE
HOLDINGS

text:
accountable
healthcare america, inc.

text: AHP Management, inc.

text: Clinigence Holdings, Inc.

text: Accountable Healthcare America, Inc.

text: AHP Management, Inc.

text: AHP Management, Inc.

text: Fred Sternberg

label: fund

text: Boone Opportunity Lenders

text: Blue Ox Healthcare Partners

text: Clinigence Holdings, Inc.

text:
Clinigence
Holdings

text:
Clinigence
Holdings, Inc.

text:
Mike
Bowen


text:
EX-99.1
2
ex99_1.htm
COLOMBIA REAL ESTATE PURCHASE AGREEMENT
ex99_1.htm
PriceSmart, Inc. Announces Purchase Agreement for Real Estate in Colombia
San Diego, CA (June 28, 2010) - PriceSmart, Inc. (NASDAQ: PSMT) (www.pricesmart.com) today announced that on June 18, 2010 it entered into an agreement to acquire approximately 19,500 square meters of property located in Barranquilla, Colombia, upon which PriceSmart anticipates constructing its first warehouse club in Colombia. The transaction, which is subject to certain contingencies, is currently planned to close late this calendar year. PriceSmart currently anticipates opening the Barranquilla warehouse club in the summer, 2011.
About PriceSmart
PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Central America and the Caribbean, selling high quality merchandise at low prices to PriceSmart members. PriceSmart now operates 27 warehouse clubs in 11 countries and one U.S. territory (five in Costa Rica; four each in Panama and Trinidad; three in Guatemala, two each in Dominican Republic, El Salvador and Honduras; and one each in Aruba, Barbados, Jamaica, Nicaragua and the United States Virgin Islands).
This press release may contain forward-looking statements concerning the Company's anticipated future revenues and earnings, adequacy of future cash flow and related matters. These forward-looking statements include, but are not limited to, statements containing the words "expect", "believe", "will", "may", "should", "project", "estimate", "scheduled", and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the following risks: the Company's financial performance is dependent on international operations which exposes the Company to various risks; any failure by the Company to manage its widely dispersed operations could adversely affect the Company's business; the Company faces significant competition; the Company may encounter difficulties in the shipment of and risks inherent in the importation of merchandise to its warehouse clubs; the Company is exposed to weather and other natural disaster risks associated with international operations; declines in the economies of the countries in which the Company operates its warehouse clubs would harm its business; a few of the Company's stockholders own nearly 40% of the Company's voting stock, which may make it difficult to complete some corporate transactions without their support and may impede a change in control; the loss of key personnel could harm the Company's business; the Company is subject to volatility in foreign currency exchange; the Company faces the risk of exposure to product liability claims, a product recall and adverse publicity; a determination that the Company's long-lived or intangible assets have been impaired could adversely affect the Company's future results of operations and financial position; and the Company faces increased compliance risks associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002; as well as the other risks detailed in the Company's SEC reports, including the Company's Annual Report on Form 10-K filed pursuant to the Securities Exchange Act of 1934 on November 9, 2009. We assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events.
For further information, please contact Robert E. Price, Principal Executive Officer (858) 551-2336.

text: PriceSmart, Inc.

text: PriceSmart, Inc.

text: Robert E. Price


text:
EX-99.1
2
v036864_ex99-1.txt
Exhibit 99.1
Simclar, Inc. Announces Agreement to Acquire Litton Systems, Inc.'s Interconnect
Assembly Business
Hialeah, FL--February 27, 2006- Simclar, Inc. (NASDAQ:SIMC), a multi-plant
electronics contract manufacturer, announced today that it has completed the
acquisition of certain assets of the Northrop Grumman-owned Litton Interconnect
Technologies assembly business in the US into Simclar Interconnect Technologies,
Inc., a newly-formed wholly owned subsidiary of Simclar, Inc. The purchase price
for the assets was $16 million, financed through a credit facility with the Bank
of Scotland.
As part of the same transaction, Simclar, Inc.'s parent company, Simclar Group
Limited has also acquired certain assets of the Litton Interconnect Technologies
assembly business in the UK and China through its subsidiary Simclar
Interconnect Technologies Limited.
Litton Interconnect Technologies' assembly business is a world-leading supplier
of high-performance backplane interconnect solutions to major blue-chip
customers in markets as diverse as network, wireline and wireless
infrastructure, defense and electronic data processing. Backplane interconnect
systems form the core of high-end electronic systems and provide the means for
power distribution and data communications between electronic sub-system
building blocks.
Simclar, Inc. Chairman, Sam Russell, commented: "We are pleased the acquisition
has been completed and excited about the major source of competitive advantage
we are able to offer our customers as a result of this transaction. The
combination of our advanced backplane interconnect solutions with our
capabilities to supply printed circuit board assemblies, metal fabrication,
cabling solutions and higher level assemblies will create a valuable
one-stop-shop for OEM system design and integration needs".
Simclar, Inc. has six North American manufacturing locations and 30 years
experience providing contract manufacturing of electronic and electro-mechanical
products for OEMs.
Statements in this news release, which relate to other than strictly historical
facts, such as statements about the Company's plans and strategies, expectations
for future financial performance, and markets for the Company's products and
services are forward-looking statements. The words "believe", "expect,"
"anticipate", "estimate", "project", and similar expressions identify
forward-looking statements that speak only as of the date hereof. Investors are
cautioned that such statements involve risks and uncertainties that could cause
actual results to differ materially from historical or anticipated results due
to many factors including, but not limited to, the Company's customer
concentration, debt covenants, competition, and other risks detailed in the
Company's most recent Annual Report on Form 10-K and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
Visit Simclar, Inc. at its website, http://www.simclar.com for more information
about the Company.
Contact:
Simclar, Inc., Hialeah
Marshall Griffin, 937-220-9777

text: Simclar, Inc.

text: Litton Systems, Inc.

text:
Interconnect
Assembly Business

text: Simclar, Inc.

text: Litton

text: Simclar, Inc.

text: Simclar, Inc.

text:
Simclar Group
Limited

text: Litton

text: Litton

text: Simclar, Inc.

text: Simclar, Inc.

text: Simclar, Inc.

text: Simclar, Inc.


text:
EX-99.1
2
ex99-1.htm
PLYMOUTH INDUSTRIAL REIT ACQUIRES SEVEN PROPERTIES
Exhibit 99.1
PLYMOUTH INDUSTRIAL REIT ACQUIRES SEVEN PROPERTIES
BOSTON, MA
, December 8, 2014-Plymouth
Industrial REIT, Inc. (the "Company"), a self-managed industrial property real estate company, announced today that
it has closed on acquisitions consisting of seven warehouse distribution and light industrial properties. The acquisitions total
approximately 1.35 million rentable square feet, for an aggregate purchase price of approximately $60 million.
The acquisitions the Company closed are as follows:
·
A portfolio of three warehouse distribution properties located in the Cincinnati, Ohio metropolitan
area and Florence, Kentucky. The properties consist of three buildings with approximately 576,801 rentable square feet and
are 100% leased under triple net leases.
·
A light industrial property that is located in Newnan, Georgia, has approximately 194,000 rentable
square feet and is 100% leased under triple net leases.
·
A light industrial/distribution property that is located in Portland, Maine, has approximately
200,625 rentable square feet and is 100% leased under triple net leases.
·
A light industrial/distribution property that is located in Ginsburg, Ohio, has approximately 255,570
rentable square feet and is 100% leased under triple net leases.
·
A light industrial property that is located in Marlton, New Jersey has approximately 156,280 rentable
square feet and is 97% leased under triple net leases.
Jeff Witherell,
the Company's CEO commented, "We are pleased with our ability to close these additional seven properties into our portfolio
to further diversify our geographic footprint".
About Plymouth Industrial REIT
Plymouth Industrial REIT is a full service,
vertically integrated, self-administered and self-managed Maryland corporation focused on the acquisition and management of single
and multi-tenant distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary
markets across the Eastern half of the U.S. and Texas. The Company owns and operates, or has interests in, twenty one light industrial,
warehouse or distribution properties located in six states with an aggregate of approximately 5,000,000 rentable square feet. The
Company conducts business through an UPREIT structure in which its properties are owned by Plymouth Industrial OP, LP, a Delaware
limited partnership (the "operating partnership'), directly or through wholly-owned subsidiaries of the operating partnership.
Forward-Looking Statements
Matters discussed in this news release regarding
our future plans are 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 statements are often identified by the words "intend,"
"believe", "positioned", "estimate", "project", "target", "plan,"
"goal", "assumption", "continue", "expect", "future", "anticipate,"
and other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact. These forward-looking
statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult
to predict, and you should not place undue reliance on our forward-looking statements. Our actual results and timing of certain
events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including,
but not limited to, those discussed from time to time in our reports filed with the Securities and Exchange Commission, including
our Form 10-K for the fiscal year ended December 31, 2013 and our quarterly reports on Form 10-Q. All forward-looking statements
and the internal projections and beliefs upon which we based our expectations included in this release are made only as of the
date of this release and may change. While we may elect to update forward-looking statements at some point in the future, we expressly
disclaim any objection to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

text: PLYMOUTH INDUSTRIAL REIT

text: PLYMOUTH INDUSTRIAL REIT

text:
Plymouth
Industrial REIT, Inc.

text: Jeff Witherell

text: Plymouth Industrial REIT

text: Plymouth Industrial REIT